The URL can be used to link to this page

Home My WebLink AboutRes 2019-07-586 Dude Solutions, Inc., for SmartGov Professional ServicesA RESOLUTION OF THE CITY OF ANNA, TEXAS APPROVING AND AUTHORIZING THE CITY MANAGER TO EXECUTE A STATEMENT OF WORK AND SUBSCRIPTION AGREEMENT WITH DUDE SOLUTIONS, INC. FOR SMARTGOV PROFESSIONAL SERVICES FOR PLANNING/ZONING, PERMITTING/INSPECTIONS, BUSINESS LICENSING AND CODE ENFORCEMENT SOFTWARE. WHEREAS, the City of Anna has experienced a record year in the growth of the community; and WHEREAS, there has been a significant increase in planning and zoning cases, residential and commercial permits; and, WHEREAS, the City Council's Strategic Plan places a high priority on making process improvements to development and building services; and, WHEREAS, SMARTGOV Community Development Software is designed to simplify the development process, organize workflow and automate administrative processes; and WHEREAS, SMARTGOV Community Development Software is expected to decrease processing times for plan review, permits and certificates of occupancy; and WHEREAS, SMARTGOV Community Development Software provides an online citizen portal, electronic payments, mobile inspections, project tracking, built-in reports and GIS Mapping; and WHEREAS, the implementation cost for SMARTGOV Community Development Software is $46,520 and the first- year subscription cost is $25,721; and WHEREAS, permit revenues came in higher than forecasted for FY 2018/FY 2019 leaving funds for the first-year subscription cost; and WHEREAS, the implementation cost for SMARTGOV Community Development Software will not be charged until next fiscal year; and WHEREAS, the City Council desires to authorize the City Manager to execute a Statement of Work and Subscription Agreement with Dude Solutions, Inc. for SMARTGOV Professional Services for Planning/Zoning, Permitting/Inspections, Business Licensing and Code Enforcement Software; NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF ANNA, TEXAS, THAT: WME,- =11 The recitals above are incorporated herein as if set forth in full for all purposes. The City Council hereby approves the Statement of Work and Subscription Agreement with Dude Solutions, Inc. and authorizes, ratifies and approves the City Manager's execution of the same. The City Manager is hereby authorized to execute all documents and to take all other actions necessary to finalize, act under, and enforce the Agreement. PASSED AND APPROVED by the City Council of the City of Anna, Texas, on th 9th day of July 2019. 1 �M � Dude .:J Solutions PREPARED FOR City Of Anna Ashley Stathatos Managing Director of Community Services 312 North Powell Parkway Anna, TX 75409 PREPARED BY Dude Solutions, Inc. PUBLISHED ON June 03, 2019 Software for Smarter Operations dudesolutions.com 11000 Regency Pkwy#110 / Cary, NC 27518 Dude Software for Smarter Operations Solutions This SOW has been defined to leverage DSI's experience, while optimizing the use of resources, thereby maximizing cost efficiencies on behalf of Client. Based on our current understanding of the complexity and scope of this effort and the expected involvement of the DSI team resources, the current estimated Fixed Price for this engagement is shown in the Investment table. This estimated cost breakdown is as follows: Pricing is based on 15 users. SmartGov Connector Financial SmartGov Connector Merchant SmartGov Connector Parcel SmartGov Public Portal SmartGov User License SmartGov Connector GIS SmartGov Connector BlueBeam Subscription Term: 3 months 3 months included at no additional cost Subtotal: $0.00 Fees Configuration (Pages) Department Types/ General Configuration Project Management Financial Connector Configuration Merchant Connector Configuration Parcel Connector Configuration Portal Configuration Onsite Training 3 day Package Map Connector Configuration Digital Mark-up Tool Connector Configuration Subtotal: $46,520.00 Total Initial Investment $46,520.00 USD II dudesolutions.com 11000 Regency Pkwy#110 / Cary, NC 27518 L-1 2 -� Dude .:J Solutions Pricing for the First 12 month Renewal Term is $28,059.00. Software for Smarter Operations The above level of effort and associated pricing is based on the SMARTGOV package selected by City Of Anna and is subject to change based on defined client requirements that may be discovered during project delivery. Any identified project scope or requirements changes will be addressed via DSI Change Control Authorization ("CCA") process. dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 � Dude :J Solutions Introduction Software for Smarter Operations Dude Solutions, Inc. ("DSI") is pleased to submit this Statement of Work ("SOW") to City Of Anna for SmartGov Professional Services. SmartGov streamlines permitting, planning/zoning, Inspections, code enforcement, and business licensing, providing efficiency for your jurisdiction and enhanced customer service for your citizens. The package City Of Anna has chosen for implementation of SmartGov will be implemented using proven processes and methodologies managed by an experienced project manager dedicated to delivering a successful project, DSI looks forward to the opportunity to deliver these services and the ever -lasting development of a strong business partnership. Definitions In addition to the terms defined elsewhere in this SOW, the following terms have the following meanings: "Change Control Authorization" or "CCA" means any request by the client to modify the scope of work, schedule, or costs will require preparation of a Change Control Authorization ("CCA" or "change order") form detailing the work to be performed, as well as the associated costs and schedule impact. Additional work will be performed only after both parties have duly executed the CCA. Scope of work changes will impact the project schedule which will be updated to reflect such changes upon CCA approval. "Closing Phase" means the phase that represents the completion of a project where all metrics are finalized, all deliverables are complete and accepted by client, and all remaining billing/invoicing takes place prior to project closure and acceptance. "Deliverable Acceptance Form" means the form that is a standard PMO form used for client to agree to accept a deliverable as complete and final. "Escort" means the client provided resource/person to take Dude Solutions, Inc. ("DSI") resources around client facilities and provide access to restricted areas agreeable between client and DSI as needed. "Executing Phase" means the phase of the project where deliverables are developed and completed. "Fixed Price/Fixed Fee/Fixed Price Project" means the project pricing includes all services, tasks, and expenses associated with the client project. "Monitoring and Controlling Phase" means the phase for measuring project progression and performance and ensuring that everything happening aligns with the project management plan. "Onsite Services Completion" means onsite services have been completed and when necessary, the Deliverable Acceptance form will be used to document the completion of deliverables provided during the onsite services visit. "Orientation Call" or "Project Kick -Off Call" means the call/meeting which begins the project and proper expectations are set between DSI and the client. "Output Documents" standard or custom documents generated from SmartGov "e.g. permits, Certificates of Occupancy, violation letters, business licenses, receipts" dudesolutions.com 11000 Regency Pkwy#110 / Cary, NC 27518 Dude Software for Smarter Operations Solutions "Orientation Call Completion" means the Orientation Call or Project Kick -Off Call has been completed and the project has begun and proper expectations have been set between DSI and the client. "Professional Services or Services" means professional, technical, consulting and/or other services. "Project Completion" means the project completion occurs when all deliverables of the project have been completed and accepted by the client via the Project Completion Acceptance Form. "Project Completion Acceptance Form" means the form that is a standard PMO form used for client to agree to accept a project as complete and final. "Project Management Methodology" means the manner and process used to deliver services projects, "Project Management Office" or "PMO" means the office that provides the oversight and standardized processes to consistently deliver projects in a concise, consistent, and standardized manner. The PMO manages and maintains the processes and standard templates utilized to manage DSI projects. "SmartGov Modules" means the Permitting Module (permits for all departments), the code Enforcement Module, the Business Licensing Module, and the Recurring Inspection module. "Software Component Configuration" means the components within the software have been configured per client specifications. "Statement of Work Acceptance" means the signing and accepting of the terms of the Statement of Work document by client. "Support Engagement" means the point in the project where implementation services end and product support begins. "System Configuration Completion" means the configuration items within the software have been configured per client specifications. "System Level Configuration Items" standard configurable items that are applied across departments and case templates. "Training Completion" means the onsite or virtual training has been completed and when necessary, the Deliverable Acceptance form will be used to document the completion of deliverables provided for completion of the onsite or virtual training services. "User Acceptance Testing - UAT" means that after the system is configured the client will have an opportunity to perform user level testing based on client developed test scripts. DSI will correct issues as documented and presented during this process. dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 A � Dude :J Solutions Project Scope and Approach Implementation Process Overview Software for Smarter Operations In order to successfully implement the SmartGov application, DSI will work with City Of Anna to understand requirements necessary to configure and set up the SmartGov application to streamline processes related to permitting, planning/zoning, inspections, code enforcement and business licensing for your jurisdiction and citizens. Once the City Of Anna has reviewed, and approved these requirements and processes, DSI will configure and setup the application to support the City Of Anna's unique business rules. Following the configuration and modeling work, DSI will train the City Of Anna's team using its jurisdiction - specific configuration. After training, DSI will work with City Of Anna to test the work performed and provide the necessary updates to successfully implement the solution. The system will then be ready to go live in production. If the City Of Anna purchases "Go -Live Support" packages, DSI will provide support for the period of time defined in the statement of work. Customer Implementation Engagement Sessions ("CIES") Client project team representatives and DSI project team representatives will dedicate time to meet in person or via teleconference to maintain communication and conduct coordination of project activities and tasks. Deliverables Dude Solutions will provide the following task deliverables: • Project Management Meeting Schedule • Data Migration and Technical Design Meeting Schedule • Configuration Meeting Schedule • Meeting notes or recordings for all scheduled meetings The client will provide the following resources or task deliverables: • A complete project team roster, including email addresses, phone numbers, and roles / titles • Necessary communication / information to allow all project schedules to be finalized • Timely response to task -related emails or phone calls to enable on-time completion of all assignments • A minimum of 24-hour notice if all minimum required members for any scheduled meeting cannot attend the meeting. This will allow the meeting coordinator sufficient time to cancel or re -schedule the meeting as necessary Assumptions and Constraints • Initial proposed meeting plans from DSI will reflect the minimum recommended frequency, duration, participants (byjob title or role), topics, and action items to address the full SOW • Final meeting plan will be approved by the client key sponsor(s) • Coordination and integration of the PM meeting, data migration, technical design meeting, and configuration meeting will align with the scope of the project, client organizational structure, and assigned resources • The Client will provide dedicated knowledgeable technical resource available for questions • The Client will provide a dedicated knowledgeable resource for mapping analysis dudesolutions.com 11000 Regency Pkwy#110 / Cary, NC 27518 A • •• Dude Software for Smarter Operations :J Solutions • The Client will provide read only access and screen shots for various permits/case types to provide context to DSI data migration specialists • The Client will provide resources for validation throughout the process • Client will provide side-by-side data entry for 2 weeks prior to go -live • Response time for questions is one business day • DSI may require up to 3 backups of data for each database throughout the process Planning, Initial Set Up & System Level Configuration Configuration begins with planning and analysis necessary to establish the overall configuration approach. After planning, and once the approach is documented and agreed to, DSI will set up the SmartGov environments to support implementation. DSI implementation specialists begin configuration with system level items or items that apply generally across all departments and types of configuration items. Setup of environments to support SmartGov implementation and configuration of core items in each SmartGov module that are specific to City Of Anna 's requirements. These core items are defined/configured at the client level [i.e. these are configurable items that will be standard or shared across all departments and configuration types]. Deliverables Dude Solutions will provide the following task deliverables: A Configuration Plan document that includes: • Identified current and future state business processes to be supported by the final product via the configuration work effort • Recommended approach to configuration that supports the identified business processes and activities • Configuration details for all permit, inspection, license, and code enforcement types to be configured in SmartGov. All templates required for creating the configuration types will be created in SmartGov based on requirements gathered in meetings with the client • SmartGov Environments to support the implementation process including: • Configuration (Dude Solution access only for configuration) • Validation (client has access for testing, can be refreshed with configuration copy upon request) • Training • Weekly configuration status reports (in PDF format) generated from the client specific configuration instance of SmartGov. These reports serve as the primary source to demonstrate core configuration elements, status, and needs Jurisdiction configuration, per Configuration Plan, to include as needed: • Parcel and/or address information management • Contact information management • Contractor license information management • Receipt/transaction information management • Inspection scheduling information management • Configurable screen display settings • User configuration per Configuration Plan, to include as needed: dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 Dude Solutions • Individual User Rights • Available Departments • Available Distribution Groups • Available Inspection Qualifications • Available Security Groups job configuration per Configuration Plan, to include as needed: • Default list of available queued jobs Queued job parameters Software for Smarter Operations • Administrative & shared configuration rules per Configuration Plan, to include as needed: • Administrative processing rules where available in the configurable jurisdiction Values list • Standard status options for cases, submittal items, workflow steps, step actions, inspection types, inspection actions, accounts, and intervals • Standard expiration rules • Standard online processing rules [for the portal] • Standard reports available across all case types Assumptions and Constraints • The Configuration Plan will be based on information delivered to, or collected by, the DSI Implementation Specialist within a specified time frame established at the project kick-off • During the development of the Configuration Plan, the client provides representatives for all work units with work activity to be supported by the final delivered product Client will provide access to the appropriate leaders and/or subject matter experts to ensure meaningful engagement at all required meetings and to ensure on-time completion of assigned action items Client will provide access/links to any public, or private, web sites or operating systems, if needed, to gather complete business requirements The Configuration Plan can meet client requirements and can be fully executed within existing product design in all modules The Configuration instance will be solely owned by the DSI Implementation team and serves as the primary source for the final delivered product design The Validation instance will be sole source used by the client to complete all assigned configuration UAT tasks • The Training instance will be used solely by members of the client project team to assist in understanding SmartGov functionality. It will contain default data sets and serves as a temporary "sand box" for assigned users. • The client will designate one person on their project team to serve as the final decision -maker for all system level configuration elements. These are configured settings that are shared across SmartGov modules, and/or are settings common to all departments / divisions / users • When configuration tasks, or related work effort, requires information to be submitted to the DSI Implementation team in a specific file format or within specified parameters, the client is able to comply with these stated requirements dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 -� Dude .J Solutions Software for Smarter Operations Note: If the client cannot provide information in the DSI standard format, the assigned Project Manager will determine if a formal Change Request or additional contracted SOW is needed to provide assistance in developing or converting the information into the desired format Module Case / Department Types SmartGov implementation activities include the set up of case templates in one or more of these modules: Permitting, Licensing, Code Enforcement and Recurring Inspections. These case templates must be used to create records in SmartGov in each module. Your DSI Implementation Specialist will provide specific information about the minimum required elements to be configured for the case templates in each module; these required case template elements do vary by module. Deliverables Dude Solutions will provide the following task deliverables: Case template baseline elements, per the Configuration Plan, to include as needed: • Case record reference information • Template specific expiration, renewal or interval rules • Template specific default submittal list • Template specific details (custom attributes) that are required for any of the following: application intake, workflow step completion, inspection completion, fee calculation, or mandatory regulatory reporting • Template specific default workflow steps for Admin, Review, and Final work lists • Template specific default inspection list • Template specific list screens such as Bonds, Fixtures, Valuations, Violations, Citations, Lien, or Items • Once baseline case template configuration is completed, any expanded configuration beyond baseline must be discussed during Configuration Meetings with the Implementation Specialist and approved by the assigned PM. Expanded configuration elements, if approved, may include • Non-essential custom attributes • Work step dependencies and due dates • Step actions and Inspection actions • Default Parent -Child case linkages • Workflow cycling feature • Template specific tab appearance • Standard note types and note codes • Standard condition types and conditions • Standard code references • Template specific report links The client will provide the following resources or task deliverables: Specific lists of all types of applications, forms, or other documents that describe all services to be supported by SmartGov at the time of project "Go Live" • This list should be inclusive of all in -scope departments • This list should conform to requested formatting and scope instructions, as communicated by DSI dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 A Dude Software for Smarter Operations Solutions • A PDF or Word version of all customer -facing documents (forms, letters, cards, etc.) expected to be generated by SmartGov • A publicly accessible URL, or electronic copies of reference information, that provide all pertinent state, county or local regulatory information that are known to impact business operations to be supported by SmartGov • A fully approved version of the template validation workbook • Approval via ernail or other written correspondence of any other identified forms, as requested by the Implementation Specialist Assumptions and Constraints • The scoped number of department templates for this SOW are 25 types. If the number of department types identified during the configuration work effort exceed the number of types scoped for this SOW, the additional types may be introduced into the scope of the project via the DSI CCA process once signed and approved by the DSI Project Manager and the client Project Manager. • Case template configuration will be completed within existing product design in each module. • DSI will configure each application or request type in the SmartGov module that best supports the associated workflow. The primary goal of configuration of case templates is to optimize SmartGov capability • Note: This assumption means that recommended case template configuration mayor may not align with current internal customer naming convention or legacy system design • The total number of case templates to be configured across all modules will be stated in the Configuration Plan. This total may vary from the initial sales order, where applicable, if approved by the DSI Project Manager • A complete list of case templates to be configured across all modules will be approved by the client key sponsor, or their delegate, no later than the third Configuration Meeting • Baseline configuration for case templates identified in the Configuration Plan will be completed before any expanded template configuration work will be done • Baseline configuration for case templates listed in the Configuration Plan will support the end-to-end work steps that correspond to each default SmartGov Process State in the applicable module. • If case templates or department types are identified during the configuration work effort, that are not documented in the original Configuration Plan or exceed the number of types scoped for this SOW, the additional templates or types may be introduced into the scope of the project via the DSI CCA process once signed and approved by the DSI Project Manager and the client Project Manager. • Super Admin training will include how to maintain or update case templates Financial Setup and Fees Pages Configuration of GL Accounts and Fee Codes as needed to support financial transactions for any business activity to be supported by SmartGov. Deliverables Dude Solutions will provide the following task deliverables: A weekly Fee List Report that reflects all configured active fees and their associated GL Accounts Configuration of permitting module fee codes necessary to support all configured case templates dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 Dude Solutions Software for Smarter Operations • Configuration of Licensing module fee codes necessary to support all configured case templates • Configuration of Code Enforcement module fee codes necessary to support all configured case templates • Configuration of Recurring Inspection module fee codes necessary to support all configured case templates • Configuration of other fee codes required to support routine transaction activity including NSF ("Non - Sufficient Funds") fees, administrative fees, fines, regulated surcharges, convenience fees, and the like • Configuration of fast track fees, deferred fees, and tax exempt fees within current product design. • Configuration of the timing during the workflow process that each fee will be assessed and may have payment applied against the fee within current product design • Configuration elements as needed to support online [ SmartGov portal] payments • Setup and definition of Fees Pages The client will provide the following resources or task deliverables: • A copy of all current fee schedules for all in -scope departments and business functions • A current list of GL Accounts • The last two monthly or quarterly relative financial reports • A copy of any other operating document that contains pertinent information regarding any assessed charges, surcharges, potential fines, etc • Contact information for one or more subject matter experts in the appropriate finance departments. This is to facilitate efficient information gathering from both operating and finance departments / divisions Assumptions and Constraints • All fee codes will be configured within existing product design • A GL Account list approved / authorized by the client's finance department is provided to the DSI Implementation Specialist. This GL Account list will be limited to accounts associated to fee codes to be configured in SmartGov • GL Accounts and Fee Codes will be configured with product design parameters • All configured fee codes will be derived from documented fee schedules or comparable client documentation provided to the DSI Implementation Specialist. Updated fee schedules or related documents that are provided after the initial versions may be incorporated into the final configuration if there is no adverse impact on the project schedule • Fee codes will be configured to optimize SmartGov capability, and therefore may not be identical to legacy system fees • Determination of the specific fee codes to be defaulted within each module case template will be determined by the designated client project team member • Validation of case templates will include validation of fee code functionality • User security rights will address fee code management within current product capability • Super Admin training will include instructions for maintenance of GL Accounts and configured fee codes Portal Configuration Setup Configuration of required elements to enable in -scope functionality associated with the SmartGov online portal, as stated in the Configuration Plan. dudesolutions.com 11000 Regency Pkwy#110 / Cary, NC 27518 IM M � Dude :./ Solutions Deliverables Dude Solutions will provide the following task deliverables: Software for Smarter Operations • A Portal Validation site to demonstrate and test Portal configuration • Information regarding Portal set up options • A Portal set up workbook template The client will provide the following resources or task deliverables: A fully completed and approved Portal Set up workbook Any written content to be visible in portal that is not configurable Resources to test Portal configuration Assumptions and Constraints • The client will be responsible for taking steps to integrate the SmartGov portal into existing online sites • Online payments will not be enabled without also purchasing the Merchant Services connector • The client will be able to determine the level of online integration with their business processes, within existing product design • Portal configuration will occur along with configuration of module case templates. • Validation tasks will include distinct tasks to approve Portal setup • Portal user security will be defined using existing product functionality • Super Admin training will include information about options for the client to maintain/ update portal configuration Parcel Connector Setup The parcel connector is an optional feature that is used to keep the parcel repository in SmartGov up to date. Parcel data that is typically maintained in a county assessor's system is used as the primary reference for modules in the SmartGov application. Parcel profile information, such as Parcel Number, Site Addresses, Current Owner, Legal Description, Section, Township, Range, Quarter, Subdivision, Block, Lot, and Neighborhood, is accommodated in standard data fields. Additional attribute data may also be stored in our custom detail area. Additionally, if the associated latitude and longitude data is available, those coordinates can be added to the parcel record to allow users to geographically locate information on the map. Deliverables Dude Solutions will provide the following task deliverables: • A tested, working parcel connector along with a list of unresolvable errors to be addressed Assumptions and Constraints • Parcel Connector required fields supplied Map (GIS) Connector Setup The Map (GIS) connector allows for the display and viewing of a geographical map based on parcel data provided in SmartGov. The Map (GIS) connector will display layers on the SmartGov map based on the clients current Geo -database. Deliverables dudesolutions.com 11000 Regency Pkwy #110 / Cary, INC 27518 12 Dude Software for Smarter Operations Solutions • Map layers configured and available for display on the SmartGov map • Parcel layer registered in SmartGov for use with SmartGov popup • Ability to turn layers on and off • Training to configure layers going forward Assumptions and Constraints • Client will provide GIS Layer information and provide shape files or services to setup and consume GIS layers • Layers are required to be hosted on an ESRI server • Layers must be available via HTTPS • Server must have valid security certificate • Layer formats supported: • Map Services • Feature Services • Tiled Services • Web Map Service (WMS) Financial Connector Setup The receipt extract for the Financial Connector is a job process that allows SmartGov to export data in electronic file format that can then be imported into an external financial management system ("FMS"). The purpose of receipt extract is to automate the export process and allows users to update their preferred FMS with the selected receipt data generated in SmartGov, The extract is provided in a comma delimited file format that is run as an on -demand job within the SmartGov application. The file format and export settings are fully customizable depending on the needs of the client FMS. These export setting will be defined early on during the planning phase, so all stakeholders have a clear understanding on the type of data that needs to be included in the extract file. Deliverables • Financial Reports with summary and detail information processed in the system: • Receipt detail • Reconciliation Reports • Financial reports for daily extract validation Assumptions and Constraints • Client will provide Financial Management System ("FMS") data access for extracts • Client to provide list of data elements for the connector integration • FMS data will be extracted into a .txt file for SmartGov consumption • Extract jobs can be scheduled or run manually Merchant Service Connector Setup SmartGov's public portal can be configured to interface with 3rd party payment gateways to accept credit card transactions. SmartGov does not store any credit card information or other sensitive information relating to credit card transactions processed via the portal, Most payment gateway providers will transition the user from dudesolutions.com 11000 Regency Pkwy#110 / Cary, NC 27518 13 Dude Software for Smarter Operations Solutions the SmartGov site to their own secure site in order to complete the transaction before redirecting the user back to SmartGov. This allows the payment gateway provider to maintain the secure information and pass only necessary information, such as a confirmation or transaction reports, to SmartGov. The first step to implement the connector is for DSI to build the interface between SmartGov and the selected payment provider. If the provider is new, DSI will first need to build the technical backend process to enable electronic transactions to/from SmartGov. Once the initial backend setup is complete, SmartGov can be configured to process payments. Each payment gateway provider has different sets of specifications that they require to be sent to their system to authenticate payment information. When DSI builds a connector to a payment gateway provider, a new option will become available in the Payment Vendor drop down menu on the Administration Portal Payment Configuration page. If a payment gateway provider does not have a connector to SmartGov, no option will be available in the drop down menu. The payment gateway provider should provide the necessary information to the Jurisdiction in order to complete the setup process. Administrators may be asked to provide additional URLs to SmartGov pages for navigation purposes. Deliverables • Configure the Merchant Service connector to process payments for client services and transactions processed in SmartGov • Configure the 3rd party payment gateway to accept credit card transactions Assumptions and Constraints SmartGov does not store any credit card information or other sensitive information relating to credit card transactions processed via the portal Merchant Services Gateway Payment Provider Partners include: • ACI Universal (Official Payments) - Integrated Level 1 Payment Process - Postback v2.4 • Authorize.NET Service Integration method (SIM) • BridgePay • ETS Corporation - Hosted E -Com Payment Page Service v1.50< • First Data Global Gateway Connect v1.3 • First Data Global Gateway E4 • FISGlobal - PayDirect Web • GovPay • PACE Technology Engine • PayPal - Pay Flow Pro • Point & Pay - Parameter Passing v3.0 • PayGov • Paymentus • Reliant Pay • TransFirst • US Bank - E -Payment Service v12.1 (Elavon) • Wells Fargo • XpressBillPay dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 J 14 M"* • •• Dude Software for Smarter Operations :J Solutions Digital Markup Tool Setup Configuration to support electronic plan review utilizing Bluebeam Prime Studio. Deliverables • Enable the Bluebeam connector • Configure selected permit types to allow electronic plan review • Configure specified submittal requirements for the electronic plan review process • Instruction on the configuration and use of the Bluebeam integration Assumptions and Constraints • Electronic plan review is only available in the Permitting module • Only. PDF files are eligible for electronic plan review • Training in the use of Bluebeam software will not be included • Client is responsible for any 3rd party licenses to be acquired for the connector Standard Reports (70 Reports Included) DSI will provide the client reports (reports and output documents) that includes 70 standard reports. Normal modifications to these reports to entail updating client specific information and logos not related to data output. • Custom Reports: SmartGov comes with 70 standard reports and output documents. Using tools in SmartGov, client staff can add the client's logo and modify header and footer information. Deliverables • 70 standard reports Assumption and Constraints • Modification to standard reports will be related to Client branding and logos Training Onsite Training Onsite training will be performed at the client facility of their choice with the appropriate personnel present. The scope of onsite training is detailed below. Training Options • Onsite Training Package (3 days) (Includes Travel Expenses) • Onsite Training Package (4 days) (Includes Travel Expenses) • Onsite Training Package (2 days) (Includes Travel Expenses) dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 15 Dude Software for Smarter Operations Solutions General Objective - Provide comprehensive "Train -the -Trainer" training to a core group of Client staff SmartGov Users/Administrators in a clear and concise fashion. The training curriculum will follow the standard SmartGov training and will focus on preparing trainers to conduct training sessions for all client end users. The quote includes "custom services" to prepare training materials for the training. Specific Objectives - Training is divided into modules based on department and/or role. Dude Solutions recommends this structure so that similar operational schemas are represented in each block of instruction. For example, the Licensing Administrator training would occur at a different time than general back-office user training. Experience shows this model offers a more collaborative learning experience and results in maximum value from the training investment. • User instruction focuses on the performance of day-to-day front desk functions conducted using SmartGov. User topics include permit and license processing, payment/fee collection, and case management • Super User (Administrator) instruction focuses on the setup and maintenance of background information specific to the Client. Administrator topics include creating users/security groups and determining workflow steps. Additionally, administrators gain requisite knowledge to effect customization changes as well as addressing simple problems that users may encounter Dude Solutions provides all training materials/user manuals as leave -behind tools which also serve as technical references for basic use, simple troubleshooting, and aid with knowledge retention. Administrator Training SmartGov technical training will focus on the Client's staff who will administer the program. The Client's SmartGov administrators should participate in the initial trainer training. System Administrator training covers all aspects of maintaining the SmartGov system at the client level. System administrators will learn how to create project templates, template values, map out the approval process, create a conditions library, and other tasks to help users manage projects in an efficient and consistent manner. The training also outlines how to add new users and assign appropriate roles and security levels. Training Objectives: • Create lookup lists • Create and maintain templates • Create workflow processes • Set up and update fees and fee schedules • Maintain active users and user roles • Assign inspections to inspectors • Manage reports and reporting groups • Set up print configurations • Manage project approval process • Manage parcel information • Manage complaint information End -User Training dudesolutions.com 11000 Regency Pkwy#110 / Cary, NC 27518 A 16 Dude Software for Smarter Operations Solutions DSI designed the SmartGov training program to ensure satisfaction and success when using the system. DSI trains all users and IT support personnel on all aspects of the system. Training Objectives: • Improvement in user awareness and ability to use the system • Sufficient technical knowledge transfer for successful systems support • Ease of training program maintenance after end -of -project contract The instructor -led training courses take student trainers and super -users through the complete operation of the various functional areas of the system, highlighting how operations and activities in specific areas affect others within the overall business context. At the end of this training cycle, the participants will understand how to perform specific operations and how the system works overall. Participants will also receive special tips on how to effectively coach and train others to use the application successfully. Training covers functions related to permits, licensing, planning actions, inspection, and code enforcement activities from application intake and receipt through inspections and occupancy. Users learn how to create applications, manage the approval process, assign conditions, collect fees, and create certificates of occupancy, handling the project from submittal to final status. Training Objectives: • Create and process applications • Manage workflow processes • Manage the permit and plan review life cycle • Look up, search, and query projects • Create invoices and collect fees • Create system reports • Manage contact information • Manage contractor information • Manage code enforcement information • Manage inspector and inspection information • Manage parcel information Inspector Training Inspector training is specifically tailored for site inspectors and focuses on the system functionality they will use in their day-to-day activities and the inspection module. Participants learn how to enter and search for permits, document inspection results, schedule inspections, note issues and irregularities, and generate reports. Training Objectives: • Manage inspections • Create a new inspection • Change assigned inspector • Print reports and inspection schedules • Create and run form letters for notification and information requests • View and filter user -to-do list from the mobile app • Conduct and record inspections in the field with the mobile app dudesolutions.com 11000 Regency Pkwy #110 / Cary, NO 27518 A 17 � Dude :J Solutions • Take pictures and attach to the case from the mobile app • Query system data from the mobile app • Access and view permit data from the mobile app • Generate documents and letters in the field from the mobile app Code Enforcement Training Software for Smarter Operations Training is specifically tailored for code enforcement officers or users who track citizen requests and code violations. This class focuses on the system functionality they will use in their day-to-day activities and the code enforcement module. Participants learn how to enter and search for cases, note issues and violations, and generate reports. The mobile app training educates participants on how to input data while working in the field. Training Objectives: • Understand the code enforcement and Inspection Assistant modules • Create new cases • Create new case actions • Manage case and action assignments • Create and manage a code violation library • Create and run reports • Create and run form letters for notification and information requests • View and filter user -to-do list from the mobile app • Conduct and record case investigations in the field with the mobile app • Take pictures and attach to the case from the mobile app • Query system data from the mobile app • Access and view permit data from the mobile app • Generate documents and letters in the field from the mobile app Adhoc Report Training Adhoc report training provides training for SmartGov's adhoc report tool, Exago. This overview will provide the training necessary to create, format, organize, and schedule reports in Exago. Training Objectives: • Navigate the Adhoc Report site • Use of: Contents, Index & Search Tabs on the Adhoc Reports page • Manage Folders • Manage Report types • Create & Search for Report/s • Add Formatting to reports • Add Parameters & Summary Functions to Report/s • Duplicate Selected Report/s and Folders • Schedule Selected Report/s • Execute Selected Report/s • Delete reports dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 A 18 Dude Software for Smarter Operations Solutions Digital Markup Training The Digital Markup training is contingent on the client's decision to include or not include this feature. Digital markup training provides users a thorough understanding of how to use the tools and features of the Digital Markup module in SmartGov, as well as how to use the tool within the configured workflow of the digital plan review process. Participants in this training will learn how to upload electronic plan review documents and/ or receive the documents via the citizen portal. Once the documents are deemed accepted, the user will learn how to route the documentation to various departments for time sensitive reviews. The users will also learn how to manage planning documents for markup. Corresponding deficiency letters will be generated based on comments entered during the plan review, and users will have multiple options for communicating this information to the applicant/contractor. Training Objectives: • Upload/receive electronic documents necessary for review • Route the documents and send notifications to various departments for timeline sensitive reviews • Mark up documents, add comments, and code references using the Electronic Plan Review software • Generate deficiency letters and/or other pertinent letters for communication of plan review status • Manage the submittal/resubmittal versions of plan review documents and the overall review cycles in the SmartGov software Deliverables • Comprehensive training to all Client staff SmartGov Users/Administrators Assumptions and Constraints To facilitate training, we expect the client to provide: • Internet access sufficient for instructor and trainees • Projector • Printed hand-outs • Classroom/office location for on-site training Web -Based Training Web -based training will be delivered remotely by a capable SmartGov resource utilizing the DSI standard tool called "Zoom". Zoom is used to deliver remote training and meetings every day. Zoom provides the capability to present materials for training while having the participants either on the phone or using laptop/computer audio as an option. Zoom has a feature to allow different groups to divide up into breakout roorns for specific targeted training as needed. Sessions of training can also be recorded upon requested and provided to the client for retrieval from a DSI project manager's OneDrive site. Web -based is a cost-saving financial alterative to onsite training and can be tailored to the needs of the client based on the project scope. Post Go -Live Support DSI will provide the client with "Post Go -Live Support" which includes additional training, configuration support, reporting assistance, transaction based support, and work with the client on basic production related issues or questions for utilizing the system. dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 A 19 � Dude :J Solutions Deliverables Software for Smarter Operations Provide production related post go -live support for 30 days after go -live date. Assumptions and Constraints • System configuration and all implementation tasks have been completed and client is using the SmartGov system in production User Acceptance Testing "UAT" DSI will work with the client to conduct User Acceptance Testing ("UAT") upon the completion of configuration and development tasks to confirm SmartGov functionality using the client's UAT Test scripts, developed by the client. The client will execute their test scripts and communicate the results of the test scenario as either pass or fail. DSI will review the UAT test log for issues and will assign these issues to the appropriate resource for resolution. DSI will have up to ten (10) days to correct any functional item that fails a test, or provide a mutually acceptable written explanation of when the failed item will be corrected. In the event a bug is identified, the bug issue will be assigned to the DSI Engineering Team for assessment. DSI Engineering will then provide an estimated time frame for resolution. The client has the right to conduct additional UAT Testing for items within project scope. Deliverables DSI will provide the following task deliverables • SmartGov Validation environment ready for system User Acceptance Testing • Review any discrepancies found by the client during UAT Testing • Correct any functional item that fails a test within 10 days, or provide a mutually acceptable written explanation of when DSI will correct the failed item • Identified software bugs will be addressed by DSI Engineering for assessment. DSI Engineering will then provide an estimated time frame for resolution • Provide tools for documenting UAT test scripts in the UAT testing Plan and issue tracking log as needed, client may use their own UAT Testing Plan document if available The client will provide the following resources or task deliverables • Create a User Acceptance Test Plan with scenario based test scripts to include end-to-end system and client business process functionality, system workflow, system configuration, data migration, interfaces, reports, etc • Execute UAT Testing Plan • Track and document test results • Written acceptance of System User Acceptance Testing complete via the DSI Deliverable Acceptance Form Assumptions and Constraints • The client will develop a UAT Test Plan • The client will provide resources for User Acceptance Testing throughout the process dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 J 20 Dude Software for Smarter Operations Solutions • The client will track and document test results in a mutually agreed format • DSI will provide resources to address discrepancies Upon successful completion of UAT Testing, Client will sign a DSI Deliverable Acceptance form, provided by the DSI Project Manager, to document their acceptance of UAT Testing and acknowledgement that UAT Testing has been completed successfully Project Management / Engagement Management The Project Manager's primary goal is to deliver the project within defined constraints through planning, scheduling, and controlling those activities required to achieve the project's objectives and meet customer expectations. The Project Manager strives to deliver on schedule, within budget, within scope, and at the desired performance level. DSI assigns a professional Project Manager and/or a professional Engagement Manager for every consulting engagement. DSI's Project Management Office ("PMO") and Project Management Methodology provides Project Managers with a formal framework that is used in initiating, planning, managing (executing, monitoring, and controlling), and closing DSI's customer projects. DSI's Project Manager will have the primary responsibility for coordinating all activities for this SOW including scheduling resources, confirming project activities and that all project deliverable and defined activities are executed within the scope of this SOW. DSI's Project Manager will serve as the single point of contact for the project related to this SOW. DSI's Project Management Methodology provides a defined set of phases and deliverables per Project Management Institute Best Practices which include a series of planning phase activities, including initial alignment meetings to prepare for the kickoff meeting to enable all project participants to understand the project scope, project plan, and objectives. The project kickoff meeting will allow all participants to be introduced, review and understand the delivery methodology, define team roles and responsibilities, review the communications and risk management plans, review documentation templates, review the SOW and project schedule. The Executing phase allows DSI Project Managers to direct and manage project progress through task execution, distribute project related information per the Communications plan, Quality Assurance per the SOW guidelines, project team development and coaching, and checkpoint meetings to review project progress during each work week, and weekly status meetings. The Monitoring and Controlling phase provides the DSI PM with the toolset to manage the triple constraint triangle of scope, cost, and schedule through integrated change control, quality assurance, deliverable validation, risk monitoring and control, performance monitoring to plan and schedule, and initiating corrective action measures. In the Closing phase, the Project Manager will verify product and deliverable acceptance, perform final financial audits, lessons learned, project archive delivery and updates, and formal project completion acceptance from the customer. Project Management activities include: • Project planning and kickoff meetings • Project schedule developed per SOW tasks, deliverables, and resource assignments • Status reporting and status meeting • Continuously communicating, planning, and scheduling updates • Schedule and budget monitoring, and scope management • Risk Management planning to continuously identify, analyze, and mitigate risks • Action Item and decision tracking, as well as resolving and escalating issues dudesolutions.com 11000 Regency Pkwy #110 / Cary, NO 27518 21 DudeSoftware for Smarter Operations Solutions • Quality Control • Change control management • DSI project resource management • Work product completion and deliverable acceptance management • Project Completion Acceptance execution Project Timeline DSI anticipates commencing this project on a mutually agreeable start date upon receipt of an executed SOW acceptance page ("Acceptance") found at the conclusion of this document. Within two weeks of the Orientation Call, the DSI Project Manager will schedule a mutually agreeable date and time for the project kick- off meeting. As a deliverable of the kick-off meeting, the DSI Project Manager will develop a project schedule to be shared with the clients' project manager for review and agreement. As a deliverable of the kick-off meeting, the DSI Project Manager will develop a project schedule to be shared with the clients' project manager for review and agreement. The following generic process will be followed for the implementation of this project. Below is a depiction of the generic process the DSI Project Manager/Engagement Manager will follow for the implementation, DSI reserves the right to modify this process to reflect the scope of this project. SMARTGOV High Level Process STARTUP MONTH 3 MONTH 2 INITATION & PLANNING (DSI & CLIENT) 1-2 MONTHS SMARTGOV KICK OFF CALL REVIEW PURCHASE OF DELIVERABLES, PROJECT PHASES & NEXT STEPS DEVELOP PROJECT PLAN DISCUSS GOALS & TIMELINES REQUIREMENTS GATHER BUSINESS RULES & COMPLETE INVENTORIES COLLECT DATA ANALYSIS & MIGRATION OF INITIAL DATA FROM LEGACY SYSTEM DATA MIGRATION DATA MAPPING FROM LEGACY SYSTEM TO SMARTGOV MONTH 3 MONTH 4 MONTH I EXECUTION -VALIDATION -TESTING (VENDOR, CLIENT & DSI) 3-4 MONTHS CONFIGURATION ESTABLISH TEMPLATE & CASE RULES, WORKFLOW, FEES & GLOBAL SETTINGS VALIDATION ITERATIVE PROCESS FOR DATA MIGRATION AND CONFIRMATION OF TEMPLATES, CASE TYPES, JOBS, FEES, & GLOBAL SETTINGS. REPORT DEVELOPMENT STANDARD & AD HOC REPORTING INVEUTORY, DESIGN, DEVELOPMENT, TEST & REFINE. SMARTCONNECTOR INTEGRATION CONNECTIONS ESTABLISHED BETWEEN CLIENT, DSI A VENDOR AS APPLICABLE FOR PARCEL, fes, FINANCIAL, MERCHANT SERVICES Professional Services Invoicing / Billing MONTH 6 MONTH T CLOSEOUT USER ACCEPTANCE & TRAINING (DSI & CLIENT) 1-2 MONTHS WEB TRAINING FAMILIARIZE CORE PROJECT TEAM MEMBERS WITH FEATURES DURING WEEKLY MEETINGS ONSITE TRAINING FULL TIME & PARTTIME USER TRAINING WITH ONSITE TRAINER WITH OPTION OF GO -LIVE SUPPORT SUPPORT SUPPORT HAND OFF BETWEEN IMPLEMENTATION TEAM & CSR OPTIMIZATION FOUR WEEKS OF POST GO -LIVE SUPPORT MEETINGS TO OPTIMIZE CONFIGURATION J dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 1111111 22 Dude Software for Smarter Operations Solutions Invoicing Terms DSI will generate project invoices when the above product codes are completed for the value of the product code as shown in the Investment table. Travel Expenses Travel expenses are inclusive in Dude Solutions pricing for your project. DSI understands there are extenuating circumstances that require a change in scheduling. DSI will make every attempt to accommodate cancellation/rescheduling requests on an as -needed basis. Rescheduling requests will be subject to resource availability and every attempt will be made to meet requested timeframes and timelines, however, no guarantee can be made for requested dates or times. Client accepts that DSI will reschedule based upon our resources' next availability that meets the project duration requirement to complete the scope of work. Cancellation Policy Cancellation and Rescheduling requests will be managed per the below policy: Cancellation/Rescheduling Fees: In the event that the Client requests to reschedule their onsite work date(s), Client must reschedule 14 days in advance of the scheduled onsite work. Any requests for rescheduling onsite work within the 14 -day window prior to the scheduled onsite date, will require the Client to reimburse DSI the full cost of any Cancellation Fees and Re -booking Fees incurred. Definitions: • Cancellation Fees: Any actual fees incurred by DSI from its travel providers which are the result of the Client canceling work for scheduled date(s) which are not immediately rescheduled, including, but not limited to fees charged for airfare, train, rental car, and hotel. Re -booking Fees: Any change fees associated with changing travel arrangements to accommodate a rescheduled date requested by Client including, but not limited to, any difference in reasonable travel costs (airfare increase, hotel increase, rental car increase) incurred when re -booking for requested dates. • Force Majeure: Client will not be held liable for Cancellation or Re -booking Fees incurred by DSI as a result of an act of God, such as an earthquake, hurricane, tornado, flooding, winter super storm, winter weather that shuts down a facility, or other natural disaster, or in the case of war, action of foreign enemies, terrorist activities, labor dispute or strike, government sanction, blockage, embargo, or failure of electrical service within a facility's power grid. DSI Project Team Roles and Responsibilities The roles listed below comprise the DSI team supporting this project. The team brings a wealth of experience and knowledge that will provide you with the highest caliber of expertise, thought leadership, and project management. Due to the size and scope of the project, one person may play multiple roles, to be determined by DSI as appropriate. dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 A 23 � Dude :J Solutions Software for Smarter Operations Senior Technical Consultant: The Senior Technical Consultant ("STC") will develop and deploy the solution and ensure that it meets the business requirements for the project. The STC's goal is to deliver a responsive system that complies with the functional specification. The STC defines, designs, and implements the features or products that meet the client's functional expectations. • Implementation Specialist: The Implementation Consultants ("IS") primary role is to provide project implementation support by setting up a client's account, performing system configuration as defined in the scope of the project, creating/modifying templates as defined in the scope of the project, and creating or modifying standard or custom reports as defined in the scope of the project or requirements discovered during requirements gathering sessions, • Project Manager / Engagement Manager: The Project Manager's ("Project Manager" or "PM") / Engagement Manager's ("Engagement Manager" or "EM") primary role is to deliver the project within the project's defined constraints through planning, scheduling, monitoring progress, controlling scope, and managing client expectations. The PM/EM manages the process to release the correct product on schedule and within budget. Project Assumptions and Constraints DSI has made the following general assumptions in this SOW to derive the estimated cost for this project, It is the responsibility of City Of Anna to validate these assumptions and responsibilities before signing the Acceptance. Deviations from these assumptions may impact DSI's ability to successfully complete the project and will be addressed via a CCA process, as appropriate. Any changes in scope, schedule, or costs will be documented via the CCA process, whether there is a cost impact or not. Zero dollar CCA's will be used as mutual agreement documentation for scope and schedule changes. Project Assumptions • Client business stakeholders must be available for onsite visits and working phone conversations. • DSI resources will be onsite as planned and scheduled. • Prerequisite data gathering, related to an orientation call or requirements gathering session onsite, must be completed prior to scheduled onsite or orientation call date in order to maximize onsite consulting time and resource productivity. • DSI is not responsible for delays caused by missing data or other configuration information that is required to be available prior to the onsite visit. Having the requested data and configuration information available prior to the onsite visit may minimize delays so progress can be made quickly. • Regarding requested enhancements or new feature development, the request will be fully documented and delivered to the DSI software engineering team for review for product inclusion, definition, development, prioritization, and sprint release development and confirmation. General, Administrative, and Cost • DSI must be in receipt of this SOW, signed by an authorized Client representative, prior to initiation of services including orientation calls or onsite visits. dudesolutions.com 11000 Regency Pkwy#110 / Cary, NC 27518 A 24 Dude Software for Smarter Operations Solutions • As applicable, designated deliverables must be approved in writing using the DSI Deliverable Acceptance form. • Upon satisfactory completion of project, Client must provide project sign -off using the DSI Project Completion Acceptance form. • DSI is not responsible for delays caused by Client, its contractors, or any third party vendors or third party service providers. • All project documentation will be prepared in DSI standard format in Microsoft Word, Excel, PowerPoint, Project, Visio, and/or PDF. This document could include technical inaccuracies and/or typographical errors. Any request by City Of Anna to modify the scope of work, schedule, or costs will require preparation of a CCA form detailing the work to be performed, as well as the associated costs. Additional work will be performed only after both parties have duly executed the CCA. Scope of work changes will impact the project schedule which will be updated to reflect such changes upon CCA approval. • All on-site work will be conducted at Client's physical location. As required, appropriate Client personnel will be made available either at that location or via alternate means (e.g., conference call) for in-person meetings, tours, and ad-hoc meetings with appropriate personnel for additional fact finding, data gathering, and reiteration demos. Client's Support • Client will provide the needed input, resources, and documentation to support the tasks contained herein. • Client will assign a project manager/leader to coordinate activities, reviews, and the collection of information in support of this project and to act as a point of contact. • Client team members will be identified and be part of the decision-making process as it relates to changes in process, applications, technology, etc. • Client will provide assistance in the development of functional requirements and will confirm those requirements meet the project's overall business objective. • Client business and technical staff must be available for team workshops, requirements gathering, data gathering, and/or consulting sessions. • Client will be responsible for scheduling and coordinating all meetings and interviews involving other teams, departments, jurisdictions, management teams, or other necessary resources required for the success of this project, • Client will provide access to resources in a manner consistent with the proposed schedule and provide suitable designees in the absence of required resources. • Client will provide adequate working facilities (i.e., desk, computer, telephone, contractor identification, access badge, parking pass, etc.) for DSI to perform any portion of this project that must be conducted at Client's facility and access to all applicable software, databases, tools, and systems at their facilities. dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 J 25 -o-� Dude :./ Solutions Software for Smarter Operations • Client will ensure that the consultant(s) are granted access to the facilities and/or systems required to conduct the necessary work defined in this SOW. • Client will provide a knowledgeable Escort for data gathering, requirements gathering, tours, and access to restricted personnel as necessary. • A minimum of 24-hour notice if all minimum required members for any scheduled meeting cannot attend the meeting. This will allow the meeting coordinator sufficient time to cancel or re -schedule the meeting. • Advance notice if there is to be any additional incurred travel expenses above and beyond the contract. DSI will confirm approval of all travel dates and expenses in email from the appropriate project sponsors prior to being on site. Client Engagement Responsibilities The below table demonstrates the anticipated client engagement responsibilities and level of effort involvement to ensure the success of the project. Role Time Responsibilities (% FTE) Serve as primary Person of Contact Work with Dude PM to plan and schedule client resources Manage the scope of the paid services in SOW • Coordinate Client staff assignments Manage Client activities to meet schedule commitments Implementation Project Lead 30-40% Mitigate all implementation risks Define requirement/layouts of reports purchased Identify requirements for any connectors purchased Sign -off on completion of all implementation services delivered Attend Implementation/configuration meetings • Define and provide input into configuration Subject Matter Experts (Multiple) 40-60% Attend User Acceptance and validation Training Validate data and configuration Develop UAT Test Scripts dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 26 � Dude :J Solutions IT Lead Data Validator / UAT Testing System Administrator Training Coordinator User dudesolutions.com Software for Smarter Operations Manage infrastructure changes to support SmartGov Provide the data to be migrated from systems 5-10% Mitigate any technical issues Coordinate technical assignments required to implement • SMARTConnectors, including GIS and parcel data Validate all data migrated Comprehend the data in the prior system and 20-30% how it translates to Community Development Verify the data that was validated • Participate in UAT Testing, execute test scripts and provide feedback Manage SmartGov Configuration Create user accounts Handle user access/privileges Reset passwords 10-15% Supervise organization information changes Regulate system values Customize attributes Generate ad hoc reports Support internal usage of SmartGov Manage data within SmartGov, specifically: Accreditations Task lists Training Tracks 10% Assessments Training Items Training Location (conference room, off-site, etc.) Participate in SmartGov training Case -by -Case Participate in UAT Testing, execute Test Scripts 11000 Regency Pkwy#110 / Cary, NC 27518 A 27 �r Dude :J Solutions Change Control Authorization Process Software for Smarter Operations In order to maintain a positive relationship with our clients and to complete all services and deliverables of a project on a timely basis, all facets of the project must be agreed upon, and any changes to the project must be requested and evaluated for impacts. Change control is an essential mechanism to monitor and document all project changes and deviations from the original scope and objectives of the project. All project changes must be requested via the project CCA process. The basic steps for a change are: • The client team or DSI team discovers a need to change the project. • The authorized client project manager or DSI Project Manager is notified and a CCA is initiated. • The written project change request is reviewed by all necessary parties and either accepted or rejected. • If rejected, the change request is maintained in the project file for reference purposes. • If the written change request is accepted, then: • All necessary signatures are recorded on the change request • All affected documentation is revised to reflect the change(s) • Any adjustments to schedule, scope, and/or cost are made to the overall project plan • Signatures are required for all change requests • Copies of the official approved and signed CCA are forwarded to the customer project manager and DSI Project Manager for the documentation archive. DSI will forward a copy to the Project Accounting Team in the office to update the project information and budget (if necessary). Change Control Authorizations Process Steps Step Type Description A request is made for a change to the agreed upon scope baseline. The request Request may be internally or externally generated, must be formally written and communicated to the project manager, and may have been prompted by any number of reasons or events. The project manager facilitates an evaluation to confirm that the requested Evaluate change is in fact a change to the agreed upon scope baseline. If so, the project manager implements the request as described below. If the request is in fact a change to the scope baseline, the project manager Assess assesses the impact on project schedule, budget and work products, using a similar approach as the original project planning process, utilizing team member expertise as needed. dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 A 28 • Dude Software for Smarter Operations Solutions The project manager documents the project impact and other critical 4 Document information in a CCA form. A summary of the change is recorded in a change order log. This log is required, and is a very useful tracking tool, and is included in the project status report. The change order is presented to the project's governing authority, typically a steering committee, stakeholder's, or equivalent. In some cases, the project may 5 Decide have a separate change management board to process change requests. The governing authority decides whether or not to implement the change, and obtains approval for any needed additional resources (if it does not itself have the authority to authorize resource changes). The project manager incorporates changes into the project's scope baseline in 6 Incorporate the form of such artifacts as contracts, statements of work, project plans, requirements and design documents per the approved CCA document. 7 Implement The project team implements the changes. Project Terms and Conditions Statement of Work ("SOW") is entered into by and between Dude Solutions, Inc. ("DSI") and City Of Anna pursuant to and subject to the project terms and conditions ("Project Terms and Conditions") specified below. • A SOW must be signed by an authorized representative of and who has full authority to bind Client before the scheduling and delivery of any software, software support, and the commencement of Professional Services. In addition, the terms of the DSI Online Subscription Agreement as attached as Exhibit A shall apply with the terms of the SOW taking precedence in the event of a conflict. Acceptance by electronic signature is considered a valid and legally binding form of receipt." • Invoicing terms are Net 30. Invoices unpaid by Client after 30 days of the invoice date will bear interest at the lower of either (a) the rate of 1.5% per month calculated monthly or (b) the highest rate permitted by applicable law. • All applicable taxes and freight are the responsibility of Client and will appear on invoices as actual cost. • All orders are subject to credit approval. • DSI reserves the right to require that overdue Client accounts be paid to current for all prior DSI completed projects before a new SOW can be executed. • SOW must be accepted and signed by Client within 60 days after which DSI reserves the right to adjust or requote the engagement. • Employment and Subcontractors. DSI and Client agree that the employees of each may possess technical abilities that are in great demand and further agree that each parry has incurred substantial expense in recruiting and training such employees and would incur even greater expense if required to replace any such employee. Therefore, DSI and Client each agree not to recruit or employ, either directly or indirectly, a present employee of the other during the term of this SOW between them, and for two (2) years following termination of this SOW. Client further agrees that during the term of this SOW and for six (6) months following the termination of this SOW, it will not, without DSI's prior written consent, dudesolutions.com 11000 Regency Pkwy#110 / Cary, INC 27518 A 29 -� Dude :J Solutions Software for Smarter Operations engage any subcontractor which DSI utilizes to provide the services contemplated under the SOW should that be the case. • Warranties on Services and Work Product: • DSI warrants that the Services shall be performed in a professional manner and to standards not less than those generally accepted in the industry. The foregoing Warranty shall not apply to any portion of a deliverable hereunder (a "Work Product") that has been modified by a party other than DSI without DSI's prior written approval. • Client's exclusive remedy and DSI's entire liability shall be the re -performance of the Professional Services. • Disclaimer. Except as expressly provided in this SOW, with respect to the services and the work product, DSI makes and Client receives no other warranties, expressed or implied, and expressly includes all warranties of merchantability and fitness for a particular purpose. • Term and Termination: • The term of this SOW shall be effective and binding, and commence on the date signed by Client and shall terminate as provided herein or upon written acceptance of the work performed with final payment received. • Termination Without Cause. Either party may terminate this SOW for any reason or no reason by providing the other party with one hundred and twenty (120) days prior written notice. • Termination for Breach. Except for a party's breach of its confidentiality obligations under this SOW, or any other agreement, current, and existing between both parties (which breach shall give the non -breaching party the right to automatically and immediately terminate this SOW), if either party is in material breach of this SOW, the non -breaching party may provide a written notice to the breaching party specifying the nature of the breach. The breaching party shall have thirty (30) days from receipt of such notice to correct the breach. If the breach is not cured within such period, the non -breaching party may terminate this SOW by providing the breaching party with written notice of termination. Consent to extend the thirty (30) day cure period shall not be withheld unreasonably if the breaching parry has commenced cure efforts during such period and pursues cure of the breach in good faith. Notwithstanding the foregoing, if Client is in breach of the payment terms of this SOW and does not correct such breach within ten (10) business days of notice from DSI, DSI may terminate this SOW, and may suspend performance under any other SOW in progress, pending receipt of payment in full. • Other Termination. Either parry may terminate this SOW immediately upon the occurrence of any of the following events with respect to the other party: (a) a receiver is appointed for either party or its material assets; (b) either party becomes insolvent, generally unable to pay its debts as they become due, or makes an assignment for the benefit of its creditors or seeks relief under any bankruptcy, insolvency or debtor's relief law; (c) if proceedings are commenced against either party, under any bankruptcy, insolvency or debtor's relief law, and such proceedings have not been vacated or set aside within sixty (60) days from the date of commencement thereof; or (d) if either parry is liquidated, dissolved or ceases operations. • Payment upon Termination. Following a termination for cause by DSI under the above, Client shall, within ten (10) business days of such termination, pay DSI for all Services properly performed in accordance with this SOW, through and including the date of termination according to the fees and rates set forth in the applicable SOW. dudesolutions.com 11000 Regency Pkwy #110 / Cary, NC 27518 A 30 WITNESS WHEREOF, the undersigned have executed this Agreement. Print Name Title„ Date Signed Dude Solutions, Inc. Signature Print Name Title Date Signed EXHIBIT A DUDE SOLUTIONS, INC. ONLINE SUBSCRIPTION AGREEMENT This Online Subscription Agreement (this "Agreement") shall govern Subscriber's (as defined below) access and use of the Services (as defined below) provided by Dude Solutions, Inc. (together with its direct and indirect subsidiaries, collectively, "DSI"). BY ACCEPTING THIS AGREEMENT, EITHER BY CLICKING A BOX INDICATING ACCEPTANCE, BY EXECUTING AN ORDER FORM THAT REFERENCES THIS AGREEMENT OR BY OTHERWISE ACCESSING AND USING THE SERVICES, YOU AGREE TO THE TERMS OF THIS AGREEMENT. AS A RESULT, PLEASE READ ALL THE TERMS AND CONDITIONS OF THIS AGREEMENT CAREFULLY. IF YOU ARE ENTERING INTO THIS AGREEMENT ON BEHALF OF A COMPANY OR OTHER LEGAL ENTITY, YOU REPRESENT THAT YOU HAVE THE AUTHORITY TO BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERMS "YOU" OR "YOUR" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH HEREI AND MAY NOT USE ANY SERVICE. Section 1.0 Definitions As used in this Agreement, the following terms shall ,VE SUCH AUTHORITY, OR IF YOU DO NOT !OU MUST NOTACCEPTTHIS AGREEMENT ve the meanings set forth below: 1.1 "Account" means Subscriber's specificaccount where Subscriber subscribes to access and use Service(s). 1.2 "Account User" means: (i) with respect to an Enterprise Application, each employee, consultant and contractor specified by Subscriberto access and use the Subscriber's Account; and (ii) with respect to a Named User Application, each unique Named Userfor which Subscriber has paid an applicable subscription fee to DSI for such Named User Application. 1.3 "Applications" means the software -as -a -service (SaaS) enterprise asset management applications designed, developed, marketed and made available by DSI, which include, without limitation, the following functionality: enterprise workflow, communication, content and business process logic for facilities, technology, business operations, facility scheduling, building automation, safety planning, crisis management, geographic information systems, energy and transportation management. 1.4 "Confidential Information" means any non-public information and/or materials disclosed in writing or orally by a party under this Agreement (the "Disclosing Party") to the other party (the "Receiving Party"), which (i) is designated in writing as confidential at the time of disclosure, or (ii) with respect to non-public information disclosed orally, the Disclosing Party sends the Receiving Party a written notice to Receiving Party within 15 days after oral disclosure identifying the non-public information that was disclosed as its confidential information, including when, where, how and to whom such non-public information was disclosed. For avoidance of doubt, DSI's Confidential Information shall include the source code, data structure, algorithms and logic of the Applications and Services. Notwithstanding the Dude Solutions, Inc. Online Subscription Agreement Page 1 of 14 foregoing, Confidential Information shall not include any information that (i) is or becomes generally known to the public without breach of any obligation owed to the Disclosing Party, (ii) was known to the Receiving Party prior to its disclosure by the Disclosing Party without breach of any obligation owed to the Disclosing Party, (iii) is received from a Third Party without breach of any obligation owed to the Disclosing Party, or (iv) was independently developed by the Receiving Party. 1.5 "Content" means all of the audio and visual information, documents, content, materials, products and/or software contained in, or made available through, the Services. 1.6 "Documentation" means the user documentation relating to the Services, including but not limited to descriptions of the functional, operational and design characteristics of the Services. 1.7 "Dude Learn Application" means DSI's online learning management system dedicated to increasing a subscriber's time to competency in Applications, which includes, without limitation, (i) learning tracks with the "top tips and tricks" for Applications, and (ii) on -demand knowledge pathways subscribers may use to enhance their skill sets and obtain certifications for Applications. The Dude Learn Application is a Named User Application. 1.8 "Enterprise Application" m 1.9 "Highly -Sensitive Personal Infoi identification number (including social security i number), (ii) financial account number, credit cz in each case with or without any required secu password that would permit access to such Acc on that is not a Named User Application. means an Account User's (i) government -issued ]river's license number or state -issued identified umber, debit card number, credit report information, -ode, access code, personal identification number or User's financial account; and/or (iii) biometric data. 1.10 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 (Pub. L. 104-191) and all regulations promulgated thereunder (4S C.F.R. §§ 160-164), as amended by Subtitle D of the Health Information Technology for Economic and Clinical Health Act and all regulations promulgated thereunder, as Title XIII of Division A and Title IU of Division B of the American Recovery and Reinvestment Act of 2009 (Pub. L. 111-5), as amended from time to time, 1.11 "Intellectual Property Rights" means all ideas, concepts, designs, drawings, packages, works of authorship, processes, methodologies, information, developments, materials, inventions, improvements, software, and all intellectual property rights worldwide arising under statutory or common law, including without limitation, all (i) patents and patent applications owned or licensable by a party hereto; (ii) rights associated with works of authorship, including copyrights, copyright applications, copyright registrations, mask work rights, mask work applications and mask work registrations; (iii) rights related to protection of trade secrets and Confidential Information; (iv) trademarks, trade names, service marks and logos; (v) any right analogous to those set forth in clauses (i) through (iv); and (vi) divisions, continuations, renewals, reissues and extensions of the foregoing (as and to the extent applicable) now existing, hereafter filed, issued or acquired. 1.12 "Named User" means, with respect to a Named User Application, each unique, identified named user for which Subscriber has paid an applicable named user subscription fee to DSI for such Named User Application. 1.13 "Named User Application" means an Application that DSI (i) limits access and use thereof to Named Users, and (ii) for which the applicable subscription fee is determined based upon the number Dude Solutions, Inc. Online Subscription Agreement Page 2 of 14 of Subscriber's Named Users. 1.14 "Privacy Policy" means the DSI privacy policy, as amended from time -to -time, which can be viewed by clicking the "Privacy" hypertext link located on www.dudesolutions.com. 1.15 "QuickStart Service" means, with respect to each Service, DSI's unique implementation service that is provided to Subscriber with respect to such Service. A DSI advisor is provided by DSI to Subscriber in connection with QuickStart Services in order to help facilitate smooth transition and boost Subscriber adoption of the applicable Services. 1.16 "Services" means each of the Application(s) subscribed to by Subscriber pursuant to this Agreement. Subscriber shall specify each of the Services that Subscriber shall subscribe to as part of its Account registration process. 1.17 "Subscriber" means the legal entity identified on the Account. 1.18 "Subscriber Data" means all data and information provided by or on behalf of Subscriber to a Service, including that which the Account Users input or upload to a Service. 1.19 "Subscription Fee" means, with respect to each Services subscription, the annual subscription fee invoiced to Subscriber by DSI prior to the Initial Term and each applicable Renewal Term for such Services subscription, which is required to be paid in order for Subscriber to be permitted to access and use the Services in such Services subscription. 1.20 "Third Party" means a party other than Subscriber or DSI. Section 2.0 Use of the Service; Proprietary Rights 2.1 Use of Service. (a) Subscription. Subject to the terms of this Agreement (including, without limitation, the responsibilities, limitations and restrictions set forth in this Section 2.1 and payment of the Subscription Fees required hereunder), DSI shall permit Subscriber's Account Users to access and use the Services during the Term, including access and use of all of the Content contained in or made available through the Services. Subscriber agrees that it shall use the Services solely for internal business purposes, and access and use of the Services shall be limited to Account Users. (b) Account Setup. To subscribe to the Services, Subscriber must establish its Account, which may only be accessed and used by its Account Users. To setup an Account User, Subscriber must provide DSI (and agree to maintain, promptly update and keep) true, accurate, current and complete information for such Account User. If Subscriber or any applicable Account User provides any information that is untrue, inaccurate, not current or incomplete, DSI has the right to immediately suspend or terminate Subscriber's Account and usage of the Services and refuse any and all future use, provided that the Subscriber's Account and usage of the Services shall be restored upon its correction of any untrue, inaccurate, not current or complete information that was entered unintentionally by the Subscriber or any applicable Account User. Each Account User must establish and maintain a personal, non -transferable password, which shall not be shared with, or used by, any other Third Party. Subscriber may not transfer an Account User's right to access and use the Services to a different user; provided, however, that a Named User's right to access and use a Named User Application may be reassigned to a new Named User Dude Solutions, Inc. Online Subscription Agreement Page 3 of 14 replacing such Named User if such replaced Named User has terminated its employment or its relationship with Subscriber or otherwise changes its job status or function within Subscriber and, as a result, no longer requires ongoing use of the applicable Named User Application. Subscriber shall be solely responsible for any and all activities that occur under its Account, including all acts and omissions of its Account Users. Subscriber shall notify DSI immediately of any unauthorized use of its Account and/or any other breach of security of the Services that it suspects or becomes aware of. (c) Subscriber Responsibilities. Subscriber shall: (i) take appropriate action to ensure that non -Account Users do not access or use the Services; (ii) ensure that all Account Users comply with all of the terms and conditions of this Agreement, including the limitations and restrictions set out in Section 2.1(d); (iii) be solely responsible for the accuracy, integrity, legality, reliability and appropriateness of all Subscriber Data created by Account Users using the Services; (iv) access and use the Services solely in compliance with the Documentation and all applicable local, state, federal, and foreign laws, rules, directives and regulations (including those relating to export, homeland security, anti -terrorism, data protection and privacy); (v) allow e-mail notifications generated by the Services on behalf of Subscriber's Account Users to be delivered to Subscriber's Account Users; and (vi) promptly update and upgrade its system as requested or required in order to ensure continued performance and compatibility with upgrades to the Services. Subscriber shall be responsible for any breach of this Agreement by Account Users and any access or Use of the Services by persons other than Account Users. (d) Limitations and Restrictions. Subscriber agrees that it shall not, and shall not permit any Third Party to, directly or indirectly: (i) modify, alter, revise, decompile, disassemble, reverse engineer, create derivative works or attempt to derive the source code of any Service; (ii) assign, transfer, lease, rent, sublicense, distribute or otherwise make available any Service, in whole or in part, to any Third Party, including on a timesharing, software -as -a -service or other similar basis; (iii) share Account login information or otherwise allow access or use the Services to provide any service bureau services or any services on a similar basis; (iv) use any Service in a way not intended by DSI or for any unlawful purpose; (v) use any Service to store or transmit infringing, libelous, or otherwise unlawful or tortious material, or to store or transmit material in violation of Third Party privacy rights; (vi) copy, frame or mirror any part or content of the Services, other than copying or framing on Subscriber's own intranets or otherwise for Subscriber's own internal business purposes; (vii) attempt to tamper with, alter, disable, hinder, by-pass, override, or circumvent any security, reliability, integrity, accounting or other mechanism, restriction or requirement of the Services; (viii) remove, obscure, cover or alter any copyright, trademark, patent or proprietary notice affixed or displayed by or in the Services or related documentation; (ix) perform load tests, network scans, penetration tests, ethical hacks or any other security auditing procedures on the Services; (x) interfere with or disrupt the integrity or performance of the Services or the data contained therein; (xi) access any Service in order to build a competitive product or service, copy any features, functions or graphics of any Service or monitor the availability and/or functionality of any Service for any benchmarking or competitive purposes; (xii) store, manipulate, analyze, reformat, print, and display the Content for personal use; (xiii) upload or insert code, scripts, batch files or any other form of scripting or coding into the Services; and (xiv) store Highly -Sensitive Personal Information. Highly -Sensitive Personal Information should not be entered into the Services, as there are no data fields requesting this type of information. It is the Subscriber's responsibility to enforce this policy for fields beyond DSI's control such as a description or notes field. DSI reserves the right in the future to scan input data and block certain information such as social security numbers or credit card numbers. (e) Additional Guidelines. DSI reserves the right to establish or modify general practices and limits concerning use of the Services, including without limitation, the maximum number of days that Dude Solutions, Inc. Online Subscription Agreement Page 4 of 14 Subscriber Data shall be retained by the Services and the maximum disk space that shall be allotted on DSI servers on Subscriber's behalf. DSI shall provide at least sixty (60) days' prior notice of any such modification. DSI also reserves the right to block IP addresses originating a Denial of Service (DoS) attack or IP addresses causing excessive amounts of data to be sent to DSI servers. DSI shall notify Subscriber should this condition exist and inform Subscriber of its action. Once blocked, an IP address shall not be able to access the Services and the block may be removed once DSI is satisfied corrective action has taken place to resolve the issue. (f) Third Party Software. The Services may incorporate and/or embed software and other technology owned and controlled by Third Parties. Any such Third Party software or technology that is incorporated and/or embedded into any Service shall be provided to Subscriber on the license terms set forth this Agreement, unless additional or separate license terms apply as indicated by DSI. To the extent that the Services link to any Third Party website, application or service, the terms and conditions thereof shall govern Subscriber's rights with respect to such website, application or service, unless otherwise expressly provided by DSI. DSI shall have no obligations or liability arising from Subscriber's access and use of such linked Third Party websites, applications and services. 2.2 Proprietary Rights. (a) Subscriber acknowledges and agrees that (asbetween Subscriber and DSI) DSI retains all ownership right, title, and interest in and to the Applications, the Services, the Documentation and the Content, including without limitation all corrections, enhancements, improvements to, or derivative works thereof (collectively, "Derivative Works"), and in all Intellectual Property Rights therein or thereto. To the extent any Derivative Work is developed by DSI based upon ideas or suggestions submitted by Subscriber to DSI, Subscriber hereby irrevocably assigns all rights to modify or enhance the Applications and the Services using such ideas or suggestions orjoint contributions to DSI, together with all Intellectual Property Rights related to such Derivative Works. Nothing contained in this Agreement shall be construed to convey to Subscriber (or to any party claiming through Subscriber) any Intellectual Property Rights in or to the Applications, the Services, the Documentation and the Content, other than the rights expressly set forth in this Agreement. (b) DSI acknowledges and agrees that (as between Subscriber and DSI) Subscriber retains all ownership right, title, and interest in and to the Subscriber Data, including all Intellectual Property Rights therein or thereto. Notwithstanding the foregoing, Subscriber hereby grants DSI a non-exclusive, royalty - free license to display, distribute, transmit, publish and otherwise use the Subscriber Data to improve the Services and the performance of DSI, including without limitation, submitting and sublicensing the Subscriber Data to Third Parties for analytical purposes, provided that (i) such Third Parties have entered into a written agreement with DSI to maintain the confidentiality of the Subscriber Data and (ii) DSI shall not specifically identify the Subscriber Data as originating from Subscriber when providing the Subscriber Data to such Third Parties. (c) Subscriber acknowledges the Services may utilize Third Party software and/or tools (each, a "Third -Party Tool") under a license granted to DSI by one or more applicable Third Parties (each, a "Third - Party Licensor"), which licenses DSI the right to sublicense the use of the Third -Party Tool solely as part of the Services. Each such sublicense is nonexclusive and solely for Subscriber's internal use and Subscriber shall not further resell, re -license, or grant any other rights to use such sublicense to any Third Party. Subscriber further acknowledges that each Third -Party Licensor retains all right, title, and interest to its applicable Third -Party Tool and all documentation related to such Third -Party Tool. All confidential or Dude Solutions, Inc. Online Subscription Agreement Page 5 of 14 proprietary information of each Third -Party Licensor is Confidential Information of DSI under the terms of this Agreement and shall be protected in accordance with the terms of Section 8.0. Section 3.0 DSI Responsibilities 3.1 Professional Services. DSI shall provide and perform professional, technical, consulting and/or other services (collectively, in one or more statements of work. "Professional Services") that are mutually agreed upon and described Each statement of work shall be effective, incorporated into and form a part of this Agreement when duly executed by an authorized representative of each of the parties. Each statement of work shall (i) describe the fees and payment terms with respect the Professional Services being provided pursuant to such statement of work, (ii) identify any work product that shall be developed pursuant to such statement of work, and (iii) set forth each party's respective ownership and proprietary rights with respect to any work product developed pursuant to such statement of work. DSI represents and warrants that all such Professional Services shall be performed in a professional and workmanlike manner. 3.2 Subscriber Data. DSI shall not edit or disclose any information regarding Subscriber's Account, including any Subscriber Data, without Subscriber's prior permission, except in accordance with this Agreement. Notwithstanding the foregoing, DSI is hereby permitted to provide certain statistical information (e.g., usage, average costs or time values, or user traffic patterns) in aggregated and de - identified form to Third Parties or to other Application subscribers. 3.3 Implementation and Support. (a) DSI shall, in exchange for Subscriber's payment of a non-refundable QuickStart fee for a Service, provide the QuickStart Service for such Service. Subscriber is responsible for scheduling the timing and delivery of each QuickStart Service with DSI. The QuickStart Service with respect to a Service must be performed within the six (6) ,month period immediately following the date Subscriber initially subscribes to such Service. DSI shall not be obligated to provide the QuickStart Service with respect to a Service after the expiration of such 6 -month period. (b) During the Term DSI shall, as part of Subscriber's Subscription Fees, provide telephone and e-mail support ("Support Services") to Subscriber during the hours of 8:00 a.m. (Eastern time) to 6:00 p.m. (Eastern time), Monday through Friday, excluding holidays. 3.4 Availability. DSI shall use commercially reasonable efforts to make the Services available (i) 99.9% of the time during the hours of 6:00 a.m. (Eastern time) to 10:00 p.m. (Eastern time), Monday through Friday, excluding holidays ("Business Hours"), and (ii) 99.5% of the time, determined on a twenty- four (24) hours a day, seven (7) days a week basis. Availability shall be calculated on a monthly basis. For purposes of calculating availability, the Services shall not be deemed unavailable during any period arising from: (i) routine system maintenance that is performed weekly during non -Business Hours; (ii) scheduled downtime for extended system maintenance (of which DSI shall give at least 8 hours' prior notice and which DSI shall schedule to the extent reasonably practicable outside of Business Hours); and (iii) any unavailability caused by circumstances beyond DSI's reasonable control, including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of terror, strike or other labor problem (other than one involving Our employees), Internet service provider failure or delay, non -DSI software or hardware, or denial of service attack. Dude Solutions, Inc. Online Subscription Agreement Page 6 of 14 3.5 Protection of Subscriber Data. DSI shall maintain commercially reasonable administrative, physical, and technical safeguards for protection of the security, confidentiality and integrity of Subscriber Data. In addition, if Subscriber is a "Covered Entity" under HIPAA, DSI is Subscriber's "Business Associate" under HIPAA, and any Subscriber Data provided by Subscriber to DSI in their capacities as a Covered Entity and Business Associate, respectively, DSI and Subscriber shall enter into a Business Associate Agreement (the form of which shall be reasonably satisfactory to DSI). DSI shall notify Subscriber within seventy-two (72) hours of any unauthorized use of its Account and/or any other breach of security of the Services that it suspects or becomes aware of that results in the unauthorized disclosure of or otherwise compromise Subscriber Data and/or Highly -Sensitive Personal Information. Section 4.0 Third Party Interactions 4.1 Relationship to Third Parties. In connection with Subscriber's use of the Services, Subscriber may: (i) enter into correspondence with and/or participate in promotions of advertisers or sponsors showing their goods and/or services through the Services; (ii) purchase goods and/or services, including implementation, customization, content, forms, schedules, integration and other services; (iii) exchange data, integrate, or interact between Subscriber's Account, the Services and a Third Party provider; (iv) be offered additional functionality within the user interface of the Services through use of the Services' application programming interface; and/or (v), be provided content, knowledge, subject matter expertise in the creation of forms, content and schedules. Any such activity, and any terms, conditions, warranties or representations associated with such activity, shall be solely between Subscriber and the applicable Third Party. DSI shall have no liability, obligation or responsibility for any such correspondence, purchase, promotion, data exchange, integration or interaction between Subscriber and any such Third Party. 4.2 Ownership. Subscriber is the owner of all Third Party content and data loaded into the Subscriber Account. As the owner, it is Subscriber's responsibility to make sure it meets its particular needs. DSI shall not comment, editor advise Subscriber with respect to such Third Party content and data in any manner. 4.3 No Warranty or Endorsement.DSl does not warrant any Third Party providers or any of their products or services, whether or not such products or services are designated by DSI as "certified," "validated," "premier" and/or any other designation. DSI does not endorse any sites on the Internet which are linked through the Services. DSI is providing these links to Subscriber only as a matter of convenience, and in no event shall DSI be responsible for any content, products, or other materials on or available from such sites. 4.4 Additional Terms. The Disclaimer of Warranties (Section 7.1) and Limitation of Liability (Section 7.3) set forth herein shall apply to all Third Party interactions. Section 5.0 Subscription Fees 5.1 Subscription Fees. Subscriber shall, on or before the commencement of the Initial Term of a Service subscription, pay to DSI the Subscription Fee for such Service subscription. Thereafter, DSI shall invoice Subscriber for each applicable Subscription Fee at least sixty (60) days prior to the commencement of the applicable Renewal Term. Unless Subscriber provides written notice of non- renewal in accordance with Section 6.1, Subscriber agrees to pay all Subscription Fees no later than thirty (30) days after the receipt of DSI's applicable invoice therefor. Subscriber is responsible for providing Dude Solutions, Inc. Online Subscription Agreement Page 7 of 14 complete and accurate billing and contact information to DSI and notifying DSI of any changes to such information. Except as otherwise specified herein, Subscriber's payment obligations are non -cancelable and Subscription Fees paid are non-refundable. 5.2 Automatic Payments. Subscriber shall, upon the written request from DSI, establish and maintain valid and updated credit card information or a valid ACH auto debit account (in each case, the "Automatic Payment Method"). Upon establishment of such Automatic Payment Method, DSI is hereby authorized to charge any applicable Subscription Fee using such Automatic Payment Method. 5.3 Reimbursable Expenses. DSI's Professional Service fees do not include travel, lodging or other expenses incurred by DSI unless specified on the Statement of Work. Subscriber shall reimburse DSI for all travel, lodging, communications, incidentals and other out-of-pocket expenses as they relate to the performance of Professional Services rendered by DSI to Subscriber. 5.4 Renewal Charges. DSI maintains the right to increase Subscription Fees and other applicable fees and charges in connection with each Renewal Term. 5.5 Taxes. DST's fees do not include any taxes, levies, duties or similar governmental assessments of any nature, including, for example, value-added, sales, use or withholding taxes, assessable by any jurisdiction whatsoever (collectively, "Taxes"). Subscriber is responsible for paying all Taxes associated with its purchases hereunder. If DSI has the legal obligation to pay or collect Taxes for which Subscriber is responsible under this Section 5.4, DSI shall. invoice Subscriber and Subscriber shall pay that amount unless Subscriber provides DSI with a valid tax exemption certificate authorized by the appropriate taxing authority. Subscriber agrees to indemnify and hold DSI harmless from any encumbrance, fine, penalty or other expense which DSI may incur as a result of Subscriber's failure to pay any Taxes required hereunder. For clarity, DSI is solely responsible for taxes assessable against DSI based on its income, property and employees. Section 6.0 Term and Termination 6.1 Term. This Agreement commences on the date Subscriber establishes its Account and continues until all Services subscriptions hereunder have expired or have been terminated (the "Term"). The initial term of each Services subscription shall be for a period of one (1) year (the "Initial Term"). Thereafter, each Services subscription shall automatically renew for successive one year periods (each, a "Renewal Term") unless either party has provided written notice of its intent to not renew such Services subscription not less than thirty (30) days prior to the expiration of the then -current Initial or Renewal Term applicable to such Services subscription. Notwithstanding the foregoing or any other provisions of this Agreement, all funds for payment by the Subscriber under this contract or any related statement of work are subject to the availability of an annual appropriation for this purpose by the Subscriber's governing body. In the event of non -appropriation of funds by the City Council of the City of Anna for the goods or services provided under this Agreement or any associated statement of work, the Subscriber will terminate the contract, without termination charge or other liability, on the last day of the then -current fiscal year or when the appropriation made for the then -current year for the goods or services covered by this Agreement is spent, whichever event occurs first. If at any time funds are not appropriated for the continuance of this Agreement, cancellation shall be accepted by DSI on thirty (30) days prior written notice, but failure to give such notice shall be of no effect and the City shall not be obligated under this Agreement beyond the date of termination. Dude Solutions, Inc. Online Subscription Agreement Page 8 of 14 6.2 Termination of Agreement for Breach. DSI may terminate this Agreement prior to the expiration of the Term if Subscriber commits a material breach of this Agreement and fails to cure such breach within thirty (30) days after written notice of such breach is given by DSI; provided that if the breach involves a failure of Subscriber to pay any of the fees required under this Agreement, the cure period shall be reduced to ten (10) days. Without limiting the foregoing, in the event of a breach that gives rise to the right by DSI to terminate this Agreement, DSI may elect, as an interim measure, to terminate one or more of Subscriber's Services subscriptions and/or suspend its performance hereunder (including, without limitation, Subscriber's right to access and use the Services and the Account) until the breach is cured. DSI's exercise of its right to elect any interim measure shall be without prejudice to DSI's right to terminate this Agreement upon written notice to Subscriber. 6.3 Termination of Services Subscription. (a) Either party may terminate a Services subscription prior to the expiration of its applicable term if the other party breaches any term of this Agreement or such Services subscription and, if such breach is capable of cure, such breach is not cured by the breaching party within thirty (30) days after receipt of written notice of such breach from the non -breaching party; provided that if the breach involves a failure of Subscriber to pay any of the fees required under this Agreement, the cure period shall be reduced to ten (10) days. (b) Subscriber may terminate any Services subscription (other than a Services subscription for the Dude Learn Application, which is not terminable for convenience) at any time for convenience by providing DSI forty-five (45) days' prior written notice to the following email address: clientsuccess@dudesolutions.com. Upon termination by Subscriber pursuant to this Section 6.3(b), Subscriber may request in writing and be granted a refund in an amount equal to: (i) the Subscription Fee prepaid by Subscriber for the one-year term during which such termination is effective, multiplied by (ii) the number of full months remaining in the applicable one-year term (determined based upon the effective date of termination), (iii) divided by twelve; provided, however, that if DSI receives Subscriber's written notice of termination pursuant to this Section 6.3(b) within the first sixty (60) days after the commencement of the Initial Term, DSI shall refund to Subscriberthe entire Subscription Fee forthe Initial Term. For avoidance of doubt, no refund shall be granted with respect to fees for training, import or project management, and/or other professional services. 6.4 Stop Providing Service. DSI may, upon 180 days' prior written notice to Subscriber, terminate provision of a Service as a hosted offering. Upon such termination Subscriber may request in writing and be granted a refund in an amount equal to: (i) the Subscription Fee prepaid by Subscriber for such Service for the one-year term during which such termination is effective, multiplied by (ii) the number of full months remaining in the applicable one-year term (determined based upon the effective date of termination of such Service), (iii) divided by twelve. 6.5 Effect of Termination. Upon termination of this Agreement, (i) Subscriber's access and use of the Services shall automatically cease, and (ii) DSI shall have no obligation to maintain the Subscriber Data or to forward the Subscriber Data to Subscriber or any Third Party. 6.6 Survival. The following portions of this Agreement shall survive termination of this Agreement and continue in full force and effect: Sections 2.1(d), 2.2, 6.4, 7, 8 and 9. Termination of this Agreement, or any of the obligations hereunder, by either party shall be in addition to any other legal or equitable remedies available to such party, except to the extent that remedies are otherwise limited hereunder. Dude Solutions, Inc. Online Subscription Agreement Page 9 of 14 Section 7.0 Disclaimers and Indemnification 7.1 Disclaimer of Warranties. DSI AND ITS LICENSORS MAKE NO REPRESENTATION, WARRANTY, OR GUARANTY AS TO THE RELIABILITY, TIMELINESS, QUALITY, SUITABILITY, TRUTH, AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT. DSI AND ITS LICENSORS DO NOT REPRESENT OR WARRANT THAT: (1) THE USE OF THE SERVICES SHALL BE SECURE, TIMELY, UNINTERRUPTED OR ERROR -FREE OR OPERATE IN COMBINATION WITH ANY OTHER HARDWARE, SOFTWARE, SYSTEM OR DATA; (II) THE SERVICES SHALL MEET YOUR 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 YOU THROUGH THE SERVICES SHALL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (V) ERRORS OR DEFECTS SHALL BE CORRECTED; (VI) THE SERVICES OR THE SERVER(S) THAT MAKE THE SERVICES AVAILABLE ARE FREE OF VIRUSES OR OTHER HARMFUL COMPONENTS. THE SERVICES AND ALL CONTENT IS PROVIDED TO YOU 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 OF THIRD PARTY RIGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW BY DSI AND ITS LICENSORS. 7.2 Indemnification. (a) Indemnity by DSI. DSI shall defend, indemnify and hold harmless Subscriber from any loss, damage or expense (including reasonable attorneys' fees) awarded by a court of competent jurisdiction, or paid in accordance with a settlement agreement signed by Subscriber, in connection with any Third Party claim (each, a "Claim") alleging that Subscriber's use of the Services as expressly permitted hereunder infringes upon any United States patent, copyright or trademark of such Third Party, or misappropriates the trade secret of such Third Party; provided that Subscriber (x) promptly gives DSI written notice of the Claim; (y) gives DSI sole control of the defense and settlement of the Claim; and (z) provides to DSI all reasonable assistance, at DSI's expense. If DSI receives information about an infringement or misappropriation claim related to the Services, DSI may in its sole discretion and at no cost to Subscriber: (i) modify the applicable Service(s) so that it no longer infringes or misappropriates, (ii) obtain a license for Subscriber's continued use of the applicable Service(s), or (iii) terminate the Subscriber's Account subscriptions for the applicable Service(s) upon prior written notice and refund to Subscriber any prepaid Subscription Fees covering the remainder of the term of the terminated Account subscriptions. Notwithstanding the foregoing, DSI shall have no liability or obligation with respect to any Claim that is based upon or arises out of (A) use of the applicable Service(s) in combination with any software or hardware not expressly authorized by DSI, (B) any modifications or configurations made to the applicable Service(s) by Subscriber without the prior written consent of DSI, and/or (C) any action taken by Subscriber relating to use of the applicable Service(s) that is not permitted under the terms of this Agreement. This Section 7.2(a) states Subscriber's exclusive remedy against DSI for any Claim of infringement of misappropriation of a Third Party's Intellectual Property Rights related to or arising from Subscriber's use of the Services. (b) Subscriber shall defend, indemnify and hold harmless DSI from any loss, damage or expense (including reasonable attorneys' fees) awarded by a court of competent jurisdiction, or paid in accordance with a settlement agreement signed by DSI, in connection with any Claim alleging that the Subscriber Data, or Subscriber's use of the Services in breach of this Agreement, infringes upon any United States patent, copyright or trademark of such Third Party, or misappropriates the trade secret of such Dude Solutions, Inc. Online Subscription Agreement Page 10 of 14 Third Party; provided that DSI (x) promptly gives Subscriber written notice of the Claim; (y) gives Subscriber sole control of the defense and settlement of the Claim; and (z) provides to Subscriber all reasonable assistance, at Subscriber's expense. This Section 7.2(b) states DSI's exclusive remedy against Subscriber for any Claim of infringement of misappropriation of a Third Party's Intellectual Property Rights related to or arising from the Subscriber Data or Subscriber's use of the Services. 7.3 Limitation of Liability. IN NO EVENT SHALL DSI, IN THE AGGREGATE, BE LIABLE FOR DAMAGES TO SUBSCRIBER IN EXCESS OF THE AMOUNT OF SUBSCRIPTION FEES PAID BY SUBSCRIBER TO DSI PURSUANT TO THIS AGREEMENT DURING THE TWELVE MONTHS PRIOR TO THE LAST ACT OR OMISSION GIVING RISE TO THE LIABILITY. UNDER NO CIRCUMSTANCES SHALL DSI OR ANY THIRD -PARTY LICENSOR HAVE ANY LIABILITY WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR LOSS OF PROFITS, OR CONSEQUENTIAL, EXEMPLARY, INDIRECT, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, EVEN IF DSI OR THE APPLICABLE THIRD -PARTY LICENSOR HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES OCCURRING, AND WHETHER SUCH LIABILITY IS BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, PRODUCTS LIABILITY OR OTHERWISE. THESE LIMITATIONS SHALL APPLY NOTWITHSTANDING THE FAILURE OF THE ESSENTIAL PURPOSE OF ANY LIMITED REMEDY. SUBSCRIBER AGREES THAT DSI'S CRISIS 'MANAGER AND SAFETY CENTER APPLICATIONS (COLLECTIVELY, "SAFETY APPS") ISA DOCUMENTATION TOOL ONLY, AND THAT EACH OF THE SAFETY APPS IS NOT INTENDED TO PROVIDE EMERGENCY SERVICES OR PROTOCOLS, PROCEDURES OR ACTION PLANS IN THE EVENT OF A CRISIS OR EMERGENCY. SUBSCRIBER FURTHER AGREES THAT IT SHALL BE SOLELY RESPONSIBLE FOR: (1) CREATING AND MAINTAINING ITS EMERGENCY ACTION PLAN WITHIN EACH RESPECTIVE SAFETY APP, (2) ENSURING THAT SUBSCRIBER'S EMPLOYEES, CONTRACTORS AND OTHER PERSONNEL ARE PROVIDED ACCESS TO ITS EMERGENCY ACTION PLAN WITHIN THE SAFETY APPS, AND (3) CONTACTING (E.G., CALLING 911) EMERGENCY SERVICES IN THE EVENT OF AN ACTUAL CRISIS OR EMERGENCY. DSI SHALL HAVE NO RESPONSIBILITYOR LIABILITY AS A RESULT OF THIS AGREEMENT AND/OR SUBSCRIBER'S USE OF THE SAFETY APPS FOR DECISIONS MADE OR ACTIONS TAKEN OR NOT TAKEN IN THE EVENT OF A CRISIS OR EMERGENCY. Section 8.0 Confidentiality 8.1 Protection of Confidential Information. The Receiving Party agrees that it shall (i) hold the Disclosing Party's Confidential Information in strict confidence and shall use the same degree of care in protecting the confidentiality of the Disclosing Party's Confidential Information that it uses to protect its own Confidential Information, but in no event less than reasonable care, (ii) not use the Confidential Information of the Disclosing Party for any purpose not permitted by this Agreement; (iii) not copy any part of the Disclosing Party's Confidential Information except as expressly permitted by this Agreement, (iv) limit access to the Confidential Information of the Disclosing Party to those of its employees, contractors and agents who need such access for purposes consistent with this Agreement and who have signed confidentiality agreements with the Receiving Party containing protections no less stringent than those herein. 8.2 Compelled Disclosure. The Receiving Party may disclose Confidential Information of the Disclosing Party if it is compelled by law to do so, provided the Receiving Party gives the Disclosing Party prior notice of such compelled disclosure (to the extent legally permitted) and reasonable assistance, at the Disclosing Party's cost, if the Disclosing Party wishes to contest the disclosure. If the Receiving Party is compelled by law to disclose the Disclosing Party's Confidential Information as part of a civil proceeding Dude Solutions, Inc. Online Subscription Agreement Page 11 of 14 to which the Disclosing Party is a party, and the Disclosing Party is not contesting the disclosure, the Disclosing Party shall reimburse the Receiving Party for its reasonable cost of compiling and providing secure access to such Confidential Information. 8.3 Remedies. Recipient acknowledges that Disclosing Party would have no adequate remedy at law should Receiving Party breach its obligations relating to Confidential Information and agrees that Disclosing Party shall be entitled to enforce its rights by obtaining appropriate equitable relief, including without limitation a temporary restraining order and an injunction. Section 9.0 Miscellaneous 9.1 Authority. Subscriber represents and warrants that: (i) it has full right, title and authority to enter into this Agreement; and (ii) this Agreement constitutes a legal, valid and binding obligation of Subscriber, enforceable against it in accordance with its terms. 9.2 Acceptance of Privacy Policy. All data and information provided by Subscriber through its use of the Services is subject to the Privacy Policy. By using the Services, Subscriber accepts and agrees to be bound and abide by the Privacy Policy. 9.3 Governing Law. This Agreement and any dispute arising out of or in connection with this Agreement shall be governed by and construed under the laws of the State of Texas, without regard to the principles of conflict of laws. Each of DSI and Subscriber hereby waives any right to jury trial in connection with any action or litigation in any way arising out of or related to this Agreement. 9.4 Relationship of the Parties. DSI is performing pursuant to this Agreement only as an independent contractor. DSI has the sole obligation to supervise, manage, contract, direct, procure, perform or cause to be performed its obligations set forth in this Agreement, except as otherwise agreed upon by the parties. Nothing set forth in this Agreement shall be construed to create the relationship of principal and agent between DSI and Subscriber. DSI shall not act or attempt to act or represent itself, directly or by implication, as an agent of Subscriber or its affiliates or in any manner assume or create, or attempt to assume or create, any obligation on behalf of, or in the name of, Subscriber or its affiliates. 9.5 Waiver. No failure or delay by either party in enforcing any of its rights under this Agreement shall be construed as a waiver of the right to subsequently enforce any of its rights, whether relating to the same or a subsequent matter. 9.6 Assignment. Subscriber shall have no right to transfer, assign or sublicense this Agreement or any of its rights, interests or obligations under this Agreement to any Third Party and any attempt to do so shall be null and void. DSI shall have the full ability to transfer, assign or sublicense this Agreement or any of its rights, interests or obligations under this Agreement. 9.7 Force Majeure. Subject to the limitations set forth below and except with respect to any payment obligations of Subscriber, neither party shall be held responsible for any delay or default, including any damages arising therefrom, due to any act of God, act of governmental entity or military authority, explosion, epidemic casualty, flood, riot or civil disturbance, war, sabotage, unavailability of or interruption or delay in telecommunications or Third Party services, failure of Third Party software, insurrections, any general slowdown or inoperability of the Internet (whether from a virus or other cause), or any other similar event that is beyond the reasonable control of such party (each, a "Force Maieure Event"). The occurrence of a Force Majeure Event shall not excuse the performance by a party unless that Dude Solutions, Inc. Online Subscription Agreement Page 12 of 14 party promptly notifies the other party of the Force Majeure Event and promptly uses its best efforts to provide substitute performance or otherwise mitigate the force majeure condition. 9.8 Notices. Except as otherwise specified in this Agreement, all notices, instructions, requests, authorizations, consents, demands and other communications hereunder shall be in writing and shall be delivered by one of the following means, with notice deemed given as indicated in parentheses: (a) by personal delivery (when actually delivered); (b) by overnight courier (upon written verification of receipt); (c) by certified or registered mail, return receipt requested (upon verification of receipt); or (d) solely with respect to notices to Subscriber, via electronic mail to the e-mail address maintained on Subscriber's Account. All notices to DSI shall be addressed as follows: Dude Solutions, Inc., 11000 Regency Parkway, Suite 110, Cary, NC 27518 Attn: Legal Operations, with a copy to: Robinson, Bradshaw & Hinson, P.A., 101 N. Tryon St., Suite 1900, Charlotte, NC 28246, Attn: Richard Dunn. 9.9 Interpretation of Agreement. The Section headings contained in this Agreement are solely for the purpose of reference, are not part of the agreement of the parties, and shall not affect in any way the meaning or interpretation of this Agreement. Any reference to any federal, state, local or foreign statute or law shall be deemed to referto all rules and regulations promulgated thereunder, unless the context requires otherwise. 9.10 No Third Party Beneficiaries. No person or entity not a party to this Agreement shall be deemed to be a third party beneficiary of this Agreement or any provision hereof. 9.11 Severability• The invalidity of any portion of this Agreement shall not invalidate any other portion of this Agreement and, except for such invalid portion, this Agreement shall remain in full force and effect. 9.12 Entire Agreement. This Agreement is the entire agreement between Subscriber and DSI regarding Subscriber's use of the Service and supersedes all prior and contemporaneous agreements, proposals or representations, written or oral, concerning its subject matter. No modification, amendment, or waiver of any provision of this Agreement shall be effective unless in writing and signed by the party against whom the modification, amendment or waiver is to be asserted. The parties agree that any term or condition stated in any purchase order or in any other order documentation is void. 9.13 Anti -Corruption; Anti -Boycott and Related Matters. Subscriber has not received or been offered any illegal or improper bribe, kickback, payment, gift, orthing of value from any of DSI's employees or agents in connection with this Agreement. If Subscriber learns of any violation of the above restriction, Subscriber shall immediately notify DSI. DSI hereby verifies that it and its parent company, wholly- or majority-owned subsidiaries, and other affiliates, if any, do not boycott Israel and, to the extent this Agreement is a contract for goods or services, will not boycott Israel during the term of this Agreement. The foregoing verification is made solely to comply with Section 2270.002, Texas Government Code, as amended or redesignated, and to the extent such Section does not contravene applicable Federal law. As used in the foregoing verification, 'boycott Israel' means refusing to deal with, terminating business activities with, or otherwise taking any action that is intended to penalize, inflict economic harm on, or limit commercial relations specifically with Israel, or with a person or entity doing business in Israel or in an Israeli -controlled territory, but does not include an action made for ordinary business purposes. DSI understands 'affiliate' to mean an entity that controls, is controlled by, or is under common control with DSI and exists to make a profit. DSI further represents that neither it nor its parent company, wholly- or majority-owned subsidiaries, or other affiliates, if any, is a company identified on a list prepared and maintained by the Texas Comptroller of Public Accounts under Section 2252.153 or Section 2270.0201, Dude Solutions, Inc. Online Subscription Agreement Page 13 of 14 Texas Government Code, and posted on any of the following pages of such officer's internet website:https://comptroller.texas.gov/purchasing/docs/sudan-Iist.pdf, https://comptroller.texas.gov/purchasing/docs/iran-list.pdf, or https://comptroller.texas.gov/purchasing/docs/fto-list.pdf. The foregoing representation is made solely to comply with Section 2252.152, Texas Government Code, and to the extent such Section does not contravene applicable Federal law and excludes DSI and each of its parent company, wholly- or majority- owned subsidiaries, and other affiliates, if any, that the United States government has affirmatively declared to be excluded from its federal sanctions regime relatingto Sudan or Iran or anyfederal sanctions regime relating to a foreign terrorist organization. DSI understands "affiliate" to mean any entity that controls, is controlled by, or is under common control with DSI and exists to make a profit. 9.14 Export Compliance. The Services, other technology DSI may make available, and derivatives thereof may be subject to export laws and regulations of the United States and other jurisdictions. Subscriber shall not export or re-export the Services in any form without first obtaining the appropriate United States and foreign government approvals. Each party represents that it is not named on any U.S. government denied -party list. Subscriber shall not permit Account Users to access or use the Services in a U.S.-embargoed country or in violation of any U.S. export law or regulation. 9.15 Cooperative Use. With Subscriber's approval, the market research conducted by Subscriber during its selection process for the Services may be extended for use by other jurisdictions, municipalities, and government agencies of Subscriber's state. Any such usage by other entities must be in accordance with ordinance, charter, and/or procurement rules and regulations of the respective political entity. 9.16 Children Under the Age of 13. Websites and/or online applications and services that are collecting information from children under the age of 13 are required to comply with Federal Trade Commission (FTC) Children's Online Privacy Protection Act (COPPA). Subscriber shall not submit, and shall ensure that its Account Users shall not submit, any information from children under the age of 13. DSI does not knowingly collect personal information from children under 13. If Subscriber believes DSI might have any information from or about a child under 13, please contact DSI at: notice@dudesolutions.com or by mail at the following address: Dude Solutions, Inc., 11000 Regency Parkway, Suite 110, Cary, NC 27518 Attn: Operations. If DSI learns it has collected or received personal information for a child under 13 without verification of parental consent, DSI shall delete such information. 9.17 Modifications. DSI may revise the terms of this Agreement from time -to -time and shall post the most current version of this Agreement on its website. If a revision meaningfully reduces Subscriber's rights, DSI shall promptly notify Subscriber. Dude Solutions, Inc. Online Subscription Agreement Page 14 of 14 DUDE SOLUTIONS FOR GOVERNMENT SOFTWARE FOR SMARTER OPERATIONS T�' Dude SolutionS Better Work Creates Better Communities Our goal at Dude Solutions is simple: to provide you with easy-to-use, affordable solutions to manage all your operational needs and make it easier for you to focus on what matters — maintaining an attractive, safe, well-functioning community your citizens are proud to call home. Our solutions and services help you improve communication, streamline your workflow and make more strategic decisions so you know where and how your budget and time are spent. With the right information at your fingertips, you can empower your team, transform your operations and create a better community for the people you serve. Simply put, we're here to help you do the best work of your life. I 6■AI[SI9-41k.'i1[0I04=4,34'0MaV. Treatment Plants > Storm Water > Facilities > Sanitation > Water & Waste Water > Taxation Parks & Recreation > Streets > Utilities > Fleet > Permitting > Licensing > Code Enforcement 7 SEE YOUR WORK SO YOU CAN MAKE SkNSE OF I h. COMPARE YOUR DATA SO YOU CAN BENC14MARK IT SHARE YOUR SUCCESS SO YOU CAN PROVE a PREDICT THE FUTURE SO YOU CAN CHAt Better work, better lives. Software to Solve Every Challenge That Comes Your Way We deliver the tools you need to better serve your community. Make the difficult doable with easy-to-use software that helps you and your team streamline your processes and make better, more strategic decisions for your citizens. Our tools help you work smarter, not harder, to take your operations from good to great. No more just getting by. Own your operations and start getting ahead, with software designed to help you manage every operations challenge. WORK & ASSET MANAGEMENT Get out of that reactive maintenance rut and get clear about the state of your operations so you can make smarter decisions about your institution's future. Manage assets, inventory, work orders, work history and preventive and predictive maintenance all in one place. CAPITAL FORECASTING Have the data and confidence you need to make daily decisions that protect the future of your operations. Move from wherever you are today to managing a capital plan that is feasible and effective. COMMUNITY DEVELOPMENT Optimize permitting, licensing, code enforcement and inspection processes. Simplify taxation, ° remove administrative delays and lower overall total cost of ownership. Automate, organize and analyze workflow with a solution that integrates with operations, asset and financial systems. ENERGY MANAGEMENT isHave clear insight into the current state of your energy usage and communicate benchmarks to your team and stakeholders. Reduce your energy spending and carbon emissions with expert help. SKILLS MANAGEMENT Gain efficiencies, minimize risk and liability, and maximize productivity with a cloud -based workforce management solution that empowers you to track and manage personnel readiness, including training certifications, onboarding checklists and inspections, performance management scorecards, and inventory management. TECHNOLOGY MANAGEMENT Streamline the IT help request process so your technicians can put their focus where it counts. Improve security and provide a better user experience thanks to self -led training and trouble- shooting for help requesters. DATA & INSIGHT THAT MAKE A DIFFERENCE Better data helps you operate smarter From budget and staffing to energy consumption and asset management, we'll help you: > Manage all aspects of maintenance workflow > Process stakeholder requests conveniently > Improve insight into costs and equipment workload > Help field crews be more efficient and responsive > Upgrade energy efficiency and lower utility bills > Justify decisions, expenses and requirements > Maintain safety across your staff and community There's a reason Dude Solutions is trusted by government organizations around the country. We're not aboutjust helping you get by. We're focused on helping you get ahead. Our goal is for you to operate better each year than you did the last, and it starts with software that gives you the traction to move forward. CLEAR COMMUNICATION FOR BETTER COLLABORATION Connect to the people you serve Our tools help you and your department work better together through: > Easy, convenient requests > Mobile accessibility > Automated workflows > Custom, shareable reports > Organized, easy-to-use dashboards Dude Solutions is your partner to do your best work today — and prepare for tomorrow. Dude Solutions'" THE DUDE IS BESIDE YOU With Personal Service That's Got Your Back We provide our best services, so you can do your best work. That's why we offer services that make a difference in your operations. > Implementation support with online classes and group training (on-site option available) > Professional services including facility condition assessments, data gathering and input, and preventive maintenance setup > Legendary ongoing support via phone, email or chat The Power of the Cloud Private, secure and available around the clock, your operations management system — and your data — can be accessed from virtually any web -enabled device, anywhere in the world. With Dude Solutions, you'll also benefit from a constant flow of product innovation, and, of course, our legendary support. Dude :J Solutions TM 11000 Regency Parkway / Suite 110 Cary, NC 27518 info@dudesolutions.com or call: 866.455.DUDE (3833) I& esri Partner Network