HomeMy WebLinkAboutContract DocuSign Envelope ID:1F493F31-FOC9-42A7-864E-BF7E71D66997 CAG-17-152
CITY OF
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AGREEMENT FOR WORK MANAGEMENT SOFTWARE AND
SERVICES
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THIS AGREEMENT, dated `�—j���//� , is by and between the City of Renton (the
"City"), a Washington municip I cbrporation, and Dude Solutions, Inc. ("Consultant"), a
Delaware corporation. The City and the Consultant are referred to collectively in this
Agreement as the "Parties." Once fully executed by the Parties,this Agreement is effective as of
the last date signed by both parties.
1. Scope of Work: Consultant agrees to provide Work Management Software and Services
as specified in Exhibit A, which is attached and incorporated herein and may hereinafter
be referred to as the "Work."
2. Changes in Scope of Work: The City, without invalidating this Agreement, may order
changes to the Work consisting of additions, deletions or modifications. Any such
changes to the Work shall be ordered by the City in writing and the Compensation shall
be equitably adjusted consistent with the rates set forth in Exhibit A or as otherwise
mutually agreed by the Parties.
3. Time of Performance: Consultant shall commence performance of the Agreement
pursuant to the schedule(s) set forth in Exhibit A and A-1. All Work shall be performed
by no later than March 31 , 2018 .
4. Compensation:
A. Amount. Total compensation to Consultant for Work provided pursuant to this
Agreement shall not exceed $ the amounts setforth in Exhibit A amd Exhibit B, plus
any applicable state and local sales taxes. Compensation shall be paid as a flat rate
fixed sum based upon Work actually performed according to the rate(s) or amounts
specified in Exhibit A, A-1 and B. The Consultant agrees that any hourly or flat rate
charged by it for its Work shall remain locked at the negotiated rate(s) unless
otherwise agreed to in writing or provided in Exhibit A, A-1 and B. Except as
specifically provided herein, the Consultant shall be solely responsible for payment
of any taxes imposed as a result of the performance and payment of this Agreement.
DocuSign Envelope ID:1F493F31-FOC9-42A7-864E-BF7E71D66997
B. Method of Pavment. On a month►y or no less than quarterly basis during any quarter
in which Work is performed, the Consultant shall submit a voucher or invoice in a
form specified by the City, including a description of what Work has been
performed, the name of the personnel performing such Work, and any hourly labor
charge rate for such personnel. The Consultant shall also submit a final bill upon
completion of all Work. Payment shall be made by the City for Work performed
within thirty (30) calendar days after receipt and approval by the appropriate City
representative of the voucher or invoice. If the Consultant's performance does not
meet the requirements of this Agreement, the Consultant will correct or modify its
performance to comply with the Agreement. The City may withhold payment for
work that does not meet the requirements of this Agreement. It is agreed and
understood that software subscriptions fees will be invoiced upon activation of the
software account.
C. Effect of Pavment. Payment for any part of the Work shall not constitute a waiver by
the City of any remedies it may have against the Consultant for failure of the
Consultant to perform the Work or for any breach of this Agreement by the
Consultant.
D. Non-Appropriation of Funds. If sufficient funds are not appropriated or allocated for
payment under this Agreement for any future fiscal period, the City shall not be
obligated to make payments for Work or amounts incurred after the end of the
current fiscal period, and this Agreement will terminate upon the completion of all
remaining Work for which funds are allocated. No penalty or expense shall accrue to
the City in the event this provision applies.
5. Termination:
A. The City reserves the right to terminate this Agreement at any time, with or without
cause by giving ten (10) calendar days' notice to the Consultant in writing. In the
event of such termination or suspension, all finished or unfinished documents, data,
studies, worksheets, models and reports, or other material prepared by the
Consultant pursuant to this Agreement shal) be submitted to the City, if any are
required as part of the Work.
B. In the event this Agreement is terminated by the City, the Consultant shall be
entitled to payment for all hours worked to the effective date of termination, less all
payments previously made. If the Agreement is terminated by the City after partial
perFormance of Work for which the agreed compensation is a fixed fee, the City
shall pay the Consultant an equitable share of the fixed fee. This provision shall not
prevent the City from seeking any legal remedies it may have for the violation or
nonperformance of any of the provisions of this Agreement and such charges due to
the City shall be deducted from the final payment due the Consultant. No payment
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shall be made by the City for any expenses incurred or work done following the
effective date of termination unless authorized in advance in writing by the City.
6. Warranties And Right To Use Work Product: Consultant represents and warrants that
Consultant will perform all Work identified in this Agreement in a professional and
workmanlike manner and in accordance with all reasonable and professional standards
and laws. Compliance with professional standards includes, as applicable, performing
the Work in compliance with applicable City standards or guidelines (e.g. design criteria
and Standard Plans for Road, Bride and Municipal Construction). Professional engineers
shall certify engineering plans, specifications, plats, and reports, as applicable, pursuant
to RCW 18.43.070. Consultant further represents and warrants that all final reports and
data, hereinafter referred to as the "Work Product", created for and delivered to the
City pursuant to this Agreement shall be the original work of the Consultant and free
from any intellectual property encumbrance which would restrict the City from using
the Work Product. Consultant grants to the City a non-exclusive, perpetual right and
license to use, reproduce, distribute, adapt, modify, and display all final Work Product
produced pursuant to this Agreement. The City's or other's adaptation, modification or
use of the final Work Products other than for the purposes of this Agreement shall be
without liability to the Consultant. The provisions of this section shall survive the
expiration or termination of this Agreement.
7. Record Maintenance: The Consultant shall maintain accounts and records, which
properly reflect all direct and indirect costs expended and Work provided in the
performance of this Agreement and retain such records for as long as may be required
by applicable Washington State records retention laws, but in any event no less than six
years after the termination of this Agreement. The Consultant agrees to provide access
to and copies of any records related to this Agreement as required by the City to audit
expenditures and charges and/or to compty with the Washington State Public Records
Act (Chapter 42.56 RCW). The provisions of this section shall survive the expiration or
termination of this Agreement.
8. Public Records Compliance: To the full extent the City determines necessary to comply
with the Washington State Public Records Act, Consultant shall make a due diligent
search of all records in its possession or control relating to this Agreement and the
Work, including, but not limited to, e-mail, correspondence, notes, saved telephone
messages, recordings, photos, or drawings and provide them to the City for production.
In the event Consultant believes said records need to be protected from disclosure, it
may, at Consultant's own expense, seek judicial protection. Consultant shall indemnify,
defend, and hold harmless the City for all costs, including attorneys' fees, attendant to
any claim or litigation related to a Public Records Act request for which Consultant has
responsive records and for which Consultant has withheld records or information
contained therein, or not provided them to the City in a timely manner. Consultant shall
produce for distribution any and all records responsive to the Public Records Act request
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in a timely manner, unless those records are protected by court order.The provisions of
this section shall survive the expiration or termination of this Agreement.
9. Independent Contractor Relationship:
A. The Consultant is retained by the City only for the purposes and to the extent set
forth in this Agreement. The nature of the relationship between the Consultant and
the City during the period of the Work shall be that of an independent contractor,
not employee. The Consultant, not the City, shall have the power to control and
direct the details, manner or means of Work. Specifically, but not by means of
limitation, the Consultant shall have no obligation to work any particular hours or
particular schedule, unless otherwise indicated in the Scope of Work or where
scheduling of attendance or performance is mutually arranged due to the nature of
the Work. Consultant shall retain the right to designate the means of performing the
Work covered by this agreement, and the Consultant shall be entitled to employ
other workers at such compensation and such other conditions as it may deem
proper, provided, however, that any contract so made by the Consultant is to be
paid by it alone, and that employing such workers, it is acting individually and not as
an agent for the City.
B. The City shall not be responsible for withholding or otherwise deducting federal
income tax or Social Security or contributing to the State Industrial Insurance
Program, or otherwise assuming the duties of an employer with respect to
Consultant or any employee of the Consultant.
C. If the Consultant is a sole proprietorship or if this Agreement is with an individual,
the Consultant agrees to notify the City and complete any required form if the
Consultant retired under a State of Washington retirement system and agrees to
indemnify any losses the City may sustain through the Consultant's failure to do so.
10. Hold Harmless: The Consultant agrees to release, indemnify, defend, and hold harmless
the City, elected officials, employees, officers, representatives, and volunteers from any
and all claims, demands, actions, suits, causes of action, arbitrations as required,
mediations, proceedings, judgments, awards, injuries, damages, liabilities, taxes, losses,
fines, fees, penalties, expenses, reasonable attorney's or attorneys' fees, costs, and/or
reasonable litigation expenses to or by any and all persons or entities, arising from,
resulting from, or related to the negligent acts, errors or omissions of the Consultant in
its performance of this Agreement or a breach of this Agreement by Consultant, except
for that portion of the claims caused by the City's sole negligence.
Should a court of competent jurisdiction determine that this agreement is subject to
RCW 4.24.115, (Validity of agreement to indemnify against liability for negligence
relative to construction, alteration, improvement, etc., of structure or improvement
attached to real estate...) then, in the event of liability for damages arising out of bodily
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injury to persons or damages to property caused by or resulting from the concurrent
negligence of the Consultant and the City, its officers, officials, employees and
volunteers, Consultant's liability shall be only to the e�ent of Consultant's negligence.
It is further specifically and expressly understood that the indemnification provided in
this Agreement constitute Consultant's waiver of immunity under the Industrial
Insurance Act, RCW Title 51, solely for the purposes of this indemnification. The Parties
have mutually negotiated and agreed to this waiver. The provisions of this section shall
survive the expiration or termination of this Agreement.
11. Gifts and Conflicts: The City's Code of Ethics and Washington State law prohibit City
employees from soliciting, accepting, or receiving any gift, gratuity or favor from any
person, firm or corporation involved in a contract or transaction. To ensure compliance
with the City's Code of Ethics and state law, the Consultant shall not give a gift of any
kind to City employees or officials. Consultant also confirms that Consultant does not
have a business interest or a close family relationship with any City officer or employee
who was, is, or wilt be involved in selecting the Consultant, negotiating or administering
this Agreement, or evaluating the Consultant's performance of the Work.
12. City of Renton Business License: The Consultant shall obtain a City of Renton Business
License prior to performing any Work and maintain the business license in good
standing throughout the term of this agreement with the City.
Information regarding acquiring a city business license can be found at:
http://rentonwa.�ov/business/default.aspx?id=548&mid=328.
Information regarding State business licensing requirements can be found at:
http://dor.wa.�ov/content/doin�business/registermybusiness/
13. Insurance: Consultant shall secure and maintain:
A. Commercial general liability insurance in the minimum amounts of $1,000,000 for
each occurrence/$2,000,000 aggregate for the Term of this Agreement.
B. In the event that Work delivered pursuant to this Agreement either directly or
indirectly involve or require Professional Services, Professional Liability, Errors and
Omissions coverage shall be provided with minimum limits of $1,000,000 per
occurrence. "Professional Services", for the purpose of this section, shall mean any
Work provided by a licensed professional or Work that requires a professional
standard of care.
C. Workers' compensation coverage, as required by the Industrial Insurance laws of
the State of Washington, shall also be secured.
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D. Commercial Automobile Liability for owned, leased, hired or non-owned, leased,
hired or non-owned, with minimum limits of $1,000,000 per occurrence combined
single limit, if there will be any use of Consultant's vehicles on the City's Premises by
or on behalf of the City, beyond normal commutes.
E. Consultant shall name the City as an Additional Insured on its commercial general
liability policy on a non-contributory primary basis.The City's insurance policies shall
not be a source for payment of any Consultant liability, nor shall the maintenance of
any insurance required by this Agreement be construed to limit the liability of
Consultant to the coverage provided by such insurance or otherwise limit the City's
recourse to any remedy available at law or in equity.
F. Subject to the City's review and acceptance, a certificate of insurance showing the
proper endorsements, shall be delivered to the City before performing the Work.
G. Consultant shall provide the City with written notice of any policy cancellation,
within two (2) business days of their receipt of such notice.
14. Delays: Consultant is not responsible for delays caused by factors beyond the
Consultant's reasonable control. When such delays beyond the Consultant's reasonable
control occur, the City agrees the Consultant is not responsible for damages, nor shall
the Consultant be deemed to be in default of the Agreement.
15. Successors and Assi�ns: Neither the City nor the Consultant shall assign, transfer or
encumber any rights, duties or interests accruing from this Agreement without the
written consent of the other.
16. No ices: Any notice required under this Agreement will be in writing, addressed to the
appropriate party at the address which appears below (as modified in writing from time
to time by such party), and given personally, by registered or certified mail, return
receipt requested, by facsimile or by nationally recognized overnight courier service.
Time period for notices shall be deemed to have commenced upon the date of receipt,
EXCEPT facsimile delivery will be deemed to have commenced on the first business day
following transmission. Email and telephone may be used for purposes of administering
the Agreement, but should not be used to give any formal notice required by the
Agreement.
CITY OF RENTON CONSULTANT
�Michael Kirk Melissa Buchanan,
1055 South Grady Way Contract Administrator
Renton, WA 98057 11000 Regency Pkwy., Ste 110
Phone: (425)430- 6605 Cary, NC 27518
Dude Solutions PSA Renton WA 6-2017 F Page 6 of 28
�
DocuSign Envelope ID:1F493F31-FOC9�2A7-864E-BF7E71D66997
t Phone: 919-816-8237
Fax: (425)430-�b603 Email:
melissa.buchanan@dudesolutions.com
Fax:
17. Discrimination Prohibited: Except to the extent permitted by a bona fide occupational
qualification,the Consultant agrees as follows:
A. Consultant, and Consultant's agents, employees, representatives, and volunteers
with regard to the Work performed or to be performed under this Agreement, shall
not discriminate on the basis of race, color, sex, religion, nationality, creed, marital
status, sexual orientation or preference, age (except minimum age and retirement
provisions), honorably discharged veteran or military status, or the presence of any
sensory, mental or physical handicap, unless based upon a bona fide occupational
qualification in relationship to hiring and employment, in employment or application
for employment, the administration of the delivery of Work or any other benefits
under this Agreement, or procurement of materials or supplies.
B. The Consultant will take affirmative action to insure that applicants are employed
and that employees are treated during employment without regard to their race,
creed, color, national origin, sex, age, sexual orientation, physical, sensory or mental
handicaps, or marital status. Such action shall include, but not be limited to the
following employment, upgrading, demotion or transfer, recruitment or recruitment
advertising, layoff or termination, rates of pay or other forms of compensation and
selection for training.
C. If the Consultant fails to comply with any of this Agreement's non-discrimination
provisions, the City shall have the right, at its option, to cancel the Agreement in
whole or in part.
D. The Consultant is responsible to be aware of and in compliance with all federal,
state and local laws and regulations that may affect the satisfactory completion of
the project, which includes but is not limited to fair labor laws, worker's
compensation, and Title VI of the Federal Civil Rights Act of 1964, and will comply
with City of Renton Council Resolution Number 4085.
18. Miscellaneous:The parties hereby acknowledge:
A. The City is not responsible to train or provide training for Consultant.
B. Consultant will not be reimbursed for job related expenses except to the extent
specifically agreed within the attached exhibits.
C. Consultant shall furnish all tools and/or materials necessary to perform the Work
except to the extent specifically agreed within the attached exhibits.
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DocuSign Envelope ID:1F493F31-FOC9-42A7-864E-BF7E71D66997
F. Joint Draftin� Effort. This Agreement shall be considered for all purposes as
prepared by the joint efforts of the Parties and shall not be construed against one
party or the other as a result of the preparation, substitution, submission or other
event of negotiation, drafting or execution.
G. Jurisdiction and Venue. Any lawsuit or legal action brought by any party to enforce
or interpret this Agreement or any of its terms or covenants shall be brought in the
King County Superior Court for the State of Washington at the Maleng Regional
Justice Center in Kent, King County, Washington, or its replacement or successor.
H. Severabilitv. A court of competent jurisdiction's determination that any provision or
part of this Agreement is illegal or unenforceable shall not cancel or invalidate the
remainder of this Agreement,which shall remain in full force and effect.
I. Sole and Entire A�reement. This Agreement, including Exhibit A Scope of Work and
Exhibit B the Consultant's Online Subscription Agreement, attached hereto and
incorporated by reference, contains the entire agreement of the Parties and any
representations or understandings, whether oral or written, not incorporated are
excluded.
1. Time is of the Essence. Time is of the essence of this Agreement and each and all of
its provisions in which performance is a factor. Adherence to completion dates set
forth in the description of the Work is essential to the Consultant's performance of
this Agreement.
K. Third-Partv Beneficiaries. Nothing in this Agreement is intended to, nor shall be
construed to give any rights or benefits in the Agreement to anyone other than the
Parties, and all duties and responsibilities undertaken pursuant to this Agreement
will be for the sole and exclusive benefit of the Parties and no one else.
L. Assi�ns and Successors. The Parties each bind themselves, their partners,
successors, assigns, and legal representatives to the other party to this Agreement,
and to the partners, successors, assigns, and legal representatives of such other
party with respect to all covenants of the Agreement.
M. Waivers. All waivers shall be in writing and signed by the waiving party. Either
party's failure to enforce any provision of this Agreement shall not be a waiver and
shall not prevent either the City or Consultant from enforcing that provision or any
other provision of this Agreement in the future. Waiver of breach of any provision of
this Agreement shall not be deemed to be a waiver of any prior or subsequent
breach unless it is expressly waived in writing.
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D. In the event special training, licensing, or certification is required for Consultant to
provide Work he/she will acquire or maintain such at his/her own expense and, if
Consultant employs, sub-contracts, or otherwise assigns the responsibility to
perform the Work, said employee/sub-contractor/assignee will acquire and or
maintain such training, licensing, or certification.
E. This is a non-exclusive agreement and Consultant is free to provide his/her Work to
other entities, so long as there is no interruption or interference with the provision
of Work called for in this Agreement.
F. Consultant is responsible for his/her own insurance, including, but not limited to
heatth insurance.
G. Consultant is responsible for his/her own Worker's Compensation coverage as well
as that for any persons employed by the Consultant.
19. Other Provisions:
A. Approval Authoritv. Each individual executing this Agreement on behalf of the City
and Consultant represents and warrants that such individuals are duly authorized to
execute and deliver this Agreement on behalf of the City or Consultant.
B. Genera) Administration and Mana�ement.The City's project manager is Michael
+Kirk In providing Work, Consultant shall coordinate with the City's contract
manager or his/her designee.
C. Amendment and Modification. This Agreement may be amended only by an
instrument in writing, duly executed by both Parties.
D. Conflicts. In the event of any inconsistencies between Consultant proposals and this
Agreement, the terms of this Agreement shall prevail. Any exhibits/attachments to
this Agreement are incorporated by reference only to the extent of the purpose for
which they are referenced within this Agreement. To the extent a Consultant
prepared exhibit conflicts with the terms in the body of this Agreement or contains
terms that are extraneous to the purpose for which it is referenced,the terms in the
body of this Agreement shall prevail and the extraneous terms shall not be
incorporated herein.
E. Governin� Law. This Agreement shall be made in and shall be governed by and
interpreted in accordance with the laws of the State of Washington and the City of
Renton. Consultant and all of the Consultant's employees shall perform the Work in
accordance with all applicable federal, state, county and city laws, codes and
ordinances.
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DocuSign Envelope ID:1F493F31-FOC9�2A7-864E-BF7E71D66997
N. Counterparts. The Parties may execute this Agreement in any number of
counterparts, each of which shall constitute an original, and all of which will
together constitute this one Agreement.
IN WITNESS WHEREOF, the Parties have voluntarily entered into this Agreement as of the date
last signed by the Parties below.
CITY OF ENTON CONSULTANT
DocuSigned by:
By: By: �� �'r�'�
Denis Law, ayor ��p�p�o
Sr.Vice President, Sales
�� 6/27/2017
Date Date
Attest
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Ci Clerk = � ;, �'�' = .. _
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Approved as to Legal Form ���������RPORATE�`S��`�•`
��0�"1�� ���'�,Q�
Shane Moloney
Renton City Attorney
Dude Solutions PSA Renton WA 6-2017 non-template clb
Dude Solutions PSA Renton WA 6-2017 F Page 10 of 28 �
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DocuSign Envelope ID:1F493F31-FOC9-42A7-864E-BF7E71D66997
EXHIBIT A AND A-1
SCOPE OF WORK
(Attached and incorporated herein)
Dude Solutions PSA Renton WA 6-2017 F Page 11 of 28 �
DocuSign Envelope ID:1F493F31-FOC9�2A7-864E-BF7E71D6699�xH I B IT A
PREPARED FOR
City Of Renton
PREPARED BY
Dude Solutions, Inc.
PUBLISHED OIV
May 19, 2017
DocuSign Envelope ID:1F493F31-FOC9-42A7-864E-BF7E71D6699�Y H I B IT A
/\
May 19,2017
Michael Kirk
Facilities Division Director
City Of Rentan
1055 S Grady Way
Renton,WA 98057
Dear Michael,
Thank you for your interest in our affordable suite of powerful,easy-to-use online tools and services that aliow
you to save money,increase efficiency,and improve services.We are dedicated to providing best in class
solutions with top notch support and training.Our additional services are designed to help you maximize the
value of your investment.
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MaintenanceEdge 6 Months 869,634 Sq.Ft. $5,082.98
MaintenanceEdge-Quick Start dne-Time 869,634 Sq,Ft. $5,198.00
InventoryEdge 6 Months 869,634 Sq,Ft. �1,731.30
Inventory Edge-Quick Start One-Time 869,634 Sq,Ft. $1,941.20
Capital Forecast 6 Months 869,634 Sq. Ft. �2,723.10
Capital Forecast-Quick Start One-Time 869,634 Sq. Ft. $3,072.80
Energy Manager 6 Months 222 Meters $4,730.63
Energy Manager QuickStart One-Time 222 Meters $4,508.00
Energy Manager-Utility Bill Processing 6 Months 222 Meters �3,000.00
Energy Manager-Bill Processing Account One-Time 222 Meters �2,000.00
Setup
ConnectAuthenticate-QuickStart One-Time 869,634 Sq.Ft. �750.00
On-Site Services One-Time 5 days $12,500.00
3rd Party FCA Import One-Time Facilities Structures Only �35,OOfl.00
Investment: 582,238.09 USD
Pricing for the first renewal term is$34.536.00 1/1l2018-12/31/2018
All Pricing reflects KCDA Membership Discounts
DocuSign Envelope ID:1F493F31-FOC9-42A7-864E-BF7E71D6699txH I B IT A
Quick Start
Online support and training is standard with each subscription and includes:
QuickStart is our product impiementation service to accelerate time to value.A Dude Client Advisor provides
the guidance you need to ensure a smooth transition and boost user adoption.This service inciudes goal
setting,timeline planning,and oniine training sessions.
Support
� A live representative is happy tn help Monday to Friday,excluding holidays,8am-6pm ET.After hours
inquiries will be responded ta the next business day.
• Send us an email-we answer 99%of our support emails within 1 hour.
• Reach us instantly through our software with live chat!
• Best practices webinars and podcasts which share new trends,popular reports,and tips.
• Training review webcasts are a great resource for clients wha need a refresher after their initial training,
or for new employees that tould benefit from a training session.
Onsite Training Scope of Work
Onsite services consist of personalized guidance, hands-on training,and expert consultation for clients with one
of our Subject Matter Experts to ensure success with your solution.Your designated Subject Matter Expert wil!
work with you to develop a detailed agenda to best suit your organization's needs.Available services:
• Account Setup:Helping Administratars to determine and execute the best setup options as well as
building a personalized rollout strategy.
• User Training: Divided by role-rype,training sessions can focus on anything from basic"ha+iv-to"
knowledge to reporting to advanced features.
• Workflow Consultation:An in-depth review of your workflow outside the application to maximize your
efFiciency and effectiveness.
• Messaging Consultatian: Determine how to best present and message the results of your reports or
recommended process changes with specific outcomes from leadership in mind.
• Light Data Work-CollectionlEntrylChanges:Capture,enter,or change basic informatfon, limited ta
what can be accomplished during the product expert's time on site.
• System Refinement:Take your system from good to great by reviewing current use of the system and
current workflow processes in the application,then making adjustments to how the users interact with
the system to better leverage advanced features.
Exclusions:
• Environmental Preparation and Troubleshooting:Support,or preparation,of any systems or
technalogies outside of the software application is unavailable for TechnologyEssentials: Insight,
TechnologyEssentials; MDM,ConnectAuthenticate, FacilityScheduleAutomation,and
CriticalAlarmAutomation.
• Maintenance,Administrative, IT Support: D51 Onsite Consultants are not available for the
performance of maintenance(including but not limited to the performance of skilled tasks or physical
labor},administrative work(including but are not limited to answering emails,answering phone calls,
preparing personne! reports or budget reports,or any standard duties assigned to the administrative
staff of the site),or local IT support{including but are not limited to local hardware,non-DSI software,
and accessing district resources like email or intranet;please have site IT support available).
DocuSign Envelope ID:1F493F31-FOC9�2A7-864E-BF7E71D6699�xH I B IT A
• Data Collection/Entry/Changes: D51 Onsite Consultants are available only during the eight hours of
scheduled onsite serrice,and anly for tasks not requiring advanced,specific expertise{inciuding but not
limited to detailed equipment information callection, Facility Condition Assessments, Equipment Data
Gathering, PM Tasking,or any data entry or changes requiring longer than the eight available hours per
onsite day}.
• Custom Reporting:DSI Onsite Consultants are available to help build and manage reports within D51
applications,inciuding helping managing reports within Microsoft Excel,exduding the building of
custom reports.
• Web/Software Development: D51 Onsite Consultants cannot build custom applications or web sites,
and are not authorized to distribute proprietary infarmation including but not limited to API
information,access to source code,or any proprietary back-end information.
• Mixed Suites:Onsite Training Services for TechnologyEssentials:Insight,TechnologyEssentials: MDM,
ConnectAuthenticate,FacilityScheduleAutomation,and CriticalAlarmAutomation cannot be combined
with any other application or suite and must be the only topic for an entire day of onsite service delivery.
Utility Bill Processing Special Conditions:
The Utility Bill Processing service is provided through a trusted third party vendor,Urjanet,and is
subject to additional terms thaT are unique to the offering:
• The client must pravide usernames,passwards,and billing statements for utility accaunts.
• Additional accounts beyond those documented in this proposal can be set up by cantacting the
Dude Solutions Client Service Center.Additionai atcounts beyond those documented in this proposai
are subject to standard set up charges and renewal amounts.
The Client wiil agree ta provide the foilowing for the duration of the service:
• Online Access{Login and Passwords}for all Utility Providers and assaciated accounts that the c(ient
wishes to have included in the Utility Bill Processing Service.This will allow Dude Solutions to retrieve
current utility biil data so that data can be populated in the client's Energy Manager Software solution
for the corresponding accounts on a monthly basis.
• All other included utility bills from praviders that tannot be retrieved using vendor login access provided
by Ciry Of Renton wil{be scanned via Optical Character Recognition(OCR).These bilis must be provided
month�y by City Of Renton in order for Dude Solutions to process them efficiently and effectively.
• It is the tlient's responsibility to contact their utility providers if utility bili data for accounts included in
the Utility Bill Processing servite is missing or deemed inaccurate by the client. It is Dude Salutions`
responsibility to receive and process the utility bill data that has been made available from the utility
DocuSign Envelope ID:1 F493F31-FOC9�2A7-864E-BF7E71 D6699�xH I B I T A
providers and enter it into the carrespanding bill account and meter in the client's Energy Manager
account.
Dude Solutions has designed the Utility Bill Processing service to capture specific line items from the bills based
on the specific utility type-this is a set list.These line items will added to the Energy Manager account as part
of the UBP service.The complete list is provided in this proposal.
As part af the service, Dude Solutions will add a bill import template called"Utility Bill Processing Import." It will
cantain the columns and tags needed in order to provide the UBP service each month.The compiete list of
information included for this irnport is pravided in this proposal.
DocuSign Envelope ID:1F493F31-FOC9�2A7-864E-BF7E71D66997
• � • '
. � . : � � -, . .
Task Due Date Responsible � Length of
Party Call/Meeting
_ . _ _ - - - ___. _ _ _,_._. �_. _ .. .. _
Pianning— Included in Quick Start*
Account Turn On Day 1 Dude N/A
Orientation call to discuss Week 1 Renton,Dude 1 Hour
Goals/timeline/data collection Solutions
—
Data Collection—Included in Quick Start
_
Data Spreadsheet completion Week 2 Renton 1-2 Hours
Data import 4-6 business days after data is Dude Solutions 4-6 Business Days(max)
submitted to Dude Solutions
Account Configuration - Included in Quick Start
_
Administrator Training 1: ' Week 3 Renton, Dude 1-2 Hours
Verify data setup(crafts,users, Solutions
locations,etc)
Setup requester portal options '
Determine workf�ow routing :
And approval process
Modify setup&build workflow as Week 4 Renton 1-3 Hours
Needed
-
User Training- Included in Quick Start
Administrator Training 2: Week 5 Renton,Dude 1-2 Hours
Workflow demonstration Solutions
Review additional functionality ,
And requirements for staff
Enter 10-15 sample work orders Week 5 Renton 30 Minutes
-Verify emails
-Verify workflow
Introduce and train internal staff Week 6 Renton 1 Hour
Launch - Included in Quick Start
Develop strategy to roll out(if neededJ Week 7 Renton,Dude 30 Minutes
Solutions
Provide IT department with login portal Week 7 Renton 30 Minutes
Links,PDF help documentation and :
How-to video links
Roll out to end users
NOTES:
✓ Dates will be confirmed during orientation call
✓ This outline is recommended as a timetable for implementation.Unforeseen circumstances may change some task deadlines
* Quick Start also includes activation of account
** Completion time will vary based on organization size,complexity and resources available
DocuSign Envelope ID:1F493F31-FOC9�2A7-864E-BF7E71D66997
�xHIBIT A-1
- , � . -
-
� r . : � . - . � .
Task ` Due Date ' Responsible ' Length of
; Party Call/Meeting
_ �
Planning- Included in Quick Start
Orientation call to discuss , Week 1 Renton,Dude 1 Hour
goals/timeline/data collection Solutions
__. . _
Data Collection - Included in Quick Start
Data spreadsheet completion Week 2 Renton 1-2 Hours
Data import , 4-6 business days after data is Dude Solutions 4-6 Business Days(max)
submitted to Dude Solutions
Account Configuration - Included in Quick Start
-
Administrator Training 1: Week 4 Renton, Dude 1-2 Hours
Required and recommended inventory , Solutions
Input and practices
Setup Requester Portal Options :
Determine workflow routing and ,
Approval process
User Training- Included in Quick Start
Administrator Training 2: Week 5 Renton,Dude 1-2 Hours
Workflow setup&demonstration Solutions
Review additional functionality and
Requirements for staff
Enter transactions: Returns,issues, . Week 6 Renton 1 Hour
Receivings,&adjustments
Introduce and train internal staff Week 7 Renton 30 Minutes
_ .._.
Launch - Included in Quick Start
_. - - - -. .
Develop strategy to roll out(if neededJ Week 8 Renton,Dude 30 Minutes
Solutions
Provide IT department with login portal Week 8 Renton 30 Minutes
Links, PDF help documentation and
How-to video links .
Roll out to end users
NOTES:
✓ Dates will be confirmed during orientation call
✓ This outline is recommended as a timetable for implementation.Unforeseen circumstances may change some task deadlines
*Quick Start also includes activation of account
** Completion time will vary based on organization size,complexity and resources available
DocuSi n Envelo e ID:1F493F31-FOC9�2A7-864E-BF7E71D66997
� ♦ � � . • • •
• i . : i � � • • • i
Task Due Date `: Responsible length of
Party Call/Meeting
_ _ _ _ . _ _. _ _ -
Planning— Included in Quick Start
_
Orientation call to discuss goals and implementation Week 1 Renton,Dude 1 Hour
process. Establish key players for onboarding and Solutions,
Utilization of the data. McKinstry
Data Gathering- Included in Quick Start & 3rd Party FCA Imports
Renton gathers required location information and sends to Week 2 Renton 1 Hour
Dude Solutions(Location Name,Sq. Footage,Date Built,and
Address)
Dude Solutions imports required location information Week 3 Dude Solutions 5-7 Business Days
Verify location information with Dude Solutions Week 4 Renton,Dude 30 Minutes
Solutions
Dude Solutions sends information to McKinstry Week 5 Dude Solutions, 5-7 Business Days
McKinstry
Renton and McKinstry determine scope of work and onsite Week 6 Renton, NA
days,etc) McKinstry
McKinstry Facility Condition Assessment Onsite TBD by McKinstry& Renton, TBD by McKinstry
Renton McKinstry
Post Onsite: TBD by McKinstry McKinstry Typically 8-11
McKinstry data gathering, organizing,and verifying with Typically 8-11 weeks weeks after
Renton ' after assessment assessment
McKinstry sends confirmed data to Dude Solutions Around Week 22 McKinstry, Dude NA
Solutions
Account Configuration - Included in 3`d Party FCA Imports
Dude Solutions imports equipment Week 23-25 Dude Solutions 5-10 Business
Days
Dude Solutions imports building components and needs Week 25-27 Dude Solutions 5-10 Business
days
Dude Solutions Provides McKinstry with PM Schedule
Creation Template which includes equipment from Renton's
account
McKinstry creates PM Schedules Week 25-29 McKinstry, 4 Weeks
and sends to Renton for confirmation Renton
Capital Forecast Product Training Start Week 28 Renton,Dude
Solutions
Dude Solutions imports Renton approved PM Schedules Week 30 Dude Solutions 5-10 Business
Days
Planned Maintenance Product Training Start Week 31 Renton,Dude
Solutions
- —.
User Training& Launch (See Capital Forecast & Planned Maintenance Timetables)
NOTES:
✓ Dates will be confirmed during orientation call
✓ This outline is recommended as a timetable for implementation.Unforeseen circumstances may change some task deadlines
** Completion time will vary based on organization size,complexity and resources available
DocuSign Envelope ID:1F493F31-FOC9�2A7-864E-BF7E71D66�xH I B IT A—�
•
� � � � �
• � . : � � • . . •
Task � Due Date � Responsible ; Length of
Party : Catl/Meeting
___ __ _ _._ . _ _ .. _ _. _ . .. _ _ __ _ _
Account Configuration - Included in Quick Start
AdministratorTraining 1: Week 1 Renton,Dude 60-90 Minutes
-Verify McKinstry FCA data . Solutions
-Go over account basics
- - -.
User Training- Included in Quick Start
Administrator Training 2: . Week 2 Renton,Dude 1 Hour
Establish reporting ' Solutions
launch - Included in Quick Start
Develop Strategy to address additional CapF entry Week 3 Renton, 30 Minutes
(if neededJ Dude Solutions
NOTES:
✓ Dates will be confirmed during orientation call
✓ This outline is recommended as a timetable for implementation.Unforeseen circumstances may change some task deadlines
* Quick Start also includes activation of account
** Completion time will vary based on organization size,complexity and resources available
DocuSign Envelope ID:1 F493F31-FOC9�2A7-864E-BF7E71 D66�x H I B I T A—�
� � � �
� / � �
• � , ; t • - . . �
Task Due Date Responsible ` length of
Party � CaN/Meeting
_ _ ._.._.__.. .._.. .. _ � _ _ _ - _ _ _ _ -
Account Configuration - Included in Quick Start
Administrator Training 1: Week 1 Renton, 1 Hour
-Verify equipment and schedule set up Dude Solutions
-Go over account basics
- _. _ .. _ .
User Training- Included in Quick Start
Administrator Training 2: Week 2 Renton, 30 Minutes
PM work order review(if neededJ Dude Solutions
—
launch - Included in Quick Start
Develop Strategy to address additional Week 3 Renton, 30 Minutes
PM schedule entry(if neededJ Dude Solutions
NOTES:
✓ Dates will be confirmed during orientation call
✓ This outline is recommended as a timetable for implementation.Unforeseen circumstances may change some task deadlines
* Quick Start also includes activation of account
**Completion time will vary based on organization size,complexity and resources available
DocuSign Envelope ID:1F493F31-FOC9�2A7-864E-BF7E71D66txN I B IT A-�
- . . -
_• •
_._ __ - . : _ . i LENGTH OF
� Tas�c = DUE DATE ; R�sPonrsig�Pa�r�r ;
. - - --_ .____ _ ._____ _. . _... ' : ' i�'
_ L_ . . . _. .: _.
_.. __
CALL ASK
PLANNING- Included in Quick Start
-
Orientation call to discuss goals,timeline& Week 1 Renton 30-45 minutes
data collection Dude Solutions
DATA COLLECTION- Included in Quick Start
_
Data spreadsheets completed and returned to ,
Dude Solutions(Location Names&Sq. Week 1 Renton **See below
' Footage)
Renton to provide login/password,vendor
: website URL and services included for utility Week 1 Renton **See below
vendors that have online access
Renton to provide a PDF copy of each bill to be Week 1 Renton **See below
included in the service
Account Setup-Data Import 7-10 business days after the Dude Solutions 7-10 business days
data is returned
-
ACCOUNT CONFIGURATION- Included in Quick Start & Utility Bill Processing Set Up
DSI notifies Utility Bill Processing Team
and service is set up by UBP Team
UBP team will review the bill copies and Week 3 Dude solutions and
login info and setup account to be able to ' Partner
receive the data. 6-8 weeks
Account info sent to our trusted partner
Partner delivers data back to OSI UBP
team, Data is imported and validated Week 9 ' Dude Solutions
- - .
USER TRAINING- Included in Quick Start
Administrator Trainin�#1:Verify Account
Setup Week 9 Renton 60-90 minutes
-Organization Setup,Facilities,Vendors,Accounts& Dude Solutions
Meters,Users
Bill Data Entry Overview that could not be
included in UBP: Week 9 Renton 60 minutes
✓ n�anual Entry Dude Solutions
✓ Bill Import Tool
Administrator Trainin�#2:Advanced Setup
and Basic Reporting Week 10 Renton 60-90 minutes
-Home Page Dashboard/Graphs,Top Reports,Setup Dude Solutions
Groups/Sub-groups,Setup Performance Metrics
Renton begins to enter bill data if needed Week 10 Renton 1+Hours**
_- --
LauNCH- Included in Quick Start
__ -
Administrator Trainins#3:
-Advanced Reporting,Q&A/Troubleshooting Week 11 Renton 60-90 minutes
-Review additional functionality and Dude Solutions
requirements for staff
* Quick Start also includes activation of account
** Completion time will vary based on organization size,complexity and resources available
DocuSign Envelope ID:1 F493F31-FOC9-42A7-864E-BF7E71 D66997
�- �
�\ �
r,; `'�
"� '..
`^� i O
� � � , � � � * .. � �
s• � �• � •• • •
Line Items by Utility Type:
Chilled Water
Chilled Water: Chilled Water-All Other Charges
Chilled Water:Chilled Water-All OtherTaxes
Chilled Water:Chilled Water-Usage
Coal
Coal:Coal-All Other Charges
Coal: Coal-All Other Taxes
Coal: Coal-Usage
Electricity
Electricity: Electric-All Electricity: Electric- Electricity: Electric- Electricity: Lighting-Fuel
Other Charges Energy Charge Credit State Tax Charge
Electricity: Electric-All Electricity: Electric- Electricity: Electric- Electricity: Lighting-Fuel
Other Taxes Energy Efficiency Cost Supply Charge Cost Adjustment
Recovery
Electricity: Electric- Electricity: Electric- Electricity: Electric- Electricity: Lighting-
Basic Charge Facilities Charge Transition Charge Lighting Charge
Electricity: Electric- Electricity: Electric- Electricity: Electric- Electricity: Lighting-
Customer Charge Franchise Charge Transmission Charge Renewable Energy
Surcharge
Electricity: Electric- Electricity: Electric-Fuel Electricity: Electric- Electricity: Lighting-
Delivery Charge Charge Usage Rental Fee
Electricity: Electric- Electricity: Electric-Fuel Electricity: Electric- Electricity: Lighting-
Demand Charge Cost Adjustment Usage Charge Sales Tax
Electricity: Electric- Electricity: Electric- Electricity: Lighting- Electricity: Lighting-
Demand-Actual Power Factor Adjustments State Tax
Adjustment
Electricity: Electric- Electricity: Electric- Electricity: Lighting-All Electricity: Lighting-
Demand-Billed Renewable Energy Other Charges Transmission Charge
Credit
Electricity: Electric- Electricity: Electric- Electricity: Lighting-All Electricity: Lighting-
Distribution Charge Renewable Energy Other Taxes Usage
Surcharge
Electricity: Electric-Dwr Electricity: Electric- Electricity: Lighting- Electricity: Lighting-
Bond Charge Sales Tax Distribution Charge Usage Charge
Electricity: Electric- Electricity: Electric- Electricity: Lighting-
Energy Charge Service Charge Franchise Charge
P 877.868.3533 F 800.216.3063 dudesolutions.0011'1 11000 Regency Parkway#110,Cary,NC 27518
DocuSign Envelope ID:1F493F31-FOC9�2A7-864E-BF7E71D66997
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.
,-' ;;��.
f .,� �.
''� , '��
�,'`\ ! ' •`�.
i
i� r ' • ! � � � • �- •
.. r� �- � .- . .
Fuel Oil: Fuel Oil-Usage
Fuel Oil: Fuel Oil-Usage Charge
Irrigation
Irrigation: Irrigation-Basic Charge
I rrigation: I rrigati on-Usage
Irrigation: Irrigation-Usage Charge
Irrigation: Irrigation-Water Commercial Inside
Irrigation: Irrigation-Water Service Charge
Misc Energy
Misc Energy: Misc Energy-All Other Charges
Misc Energy: Misc Energy-All Other Taxes
Misc Energy: Misc Energy-Usage
Natural Gas
Natural Gas: Natural Gas-All Other Charges Natural Gas: Natural Gas-Distribution Charge
Natural Gas: Natural Gas-All Other Taxes Natural Gas: Natural Gas-Energy Charge
Natural Gas: Natural Gas-Basic Charge Natural Gas: Natural Gas-Public Purpose Charge
Natural Gas: Natural Gas-Customer Charge Natural Gas: Natural Gas-Supply Charge
Natural Gas: Natural Gas-Decoupling Adjustment Natural Gas: Natural Gas-Usage
Natural Gas: Natural Gas-Delivery Charge Natural Gas: Natural Gas-Usage Charge
Propane
Propane: Propane-Usage
Refuse
Refuse: Refuse-Administrative Charge Refuse: Refuse-Sanitation Charge
Refuse: Refuse-All Other Charges Refuse: Refuse-Service Charge
Refuse: Refuse-Disposal Charge Refuse: Refuse-Solid Waste
Refuse: Refuse-Hauling Charge Refuse: Refuse-Usage
Refuse: Refuse-Recovery Surcharge
Renewables
Renewables: Renewables-All Other Charges
Renewables: Renewables-All Other Taxes
Renewables: Renewables-Usage
P 877.868.3833 F 800.216.3063 dudesolutions.0011'1 11000 Regency Parkway#110,Cary,NC 27518
DocuSign Envelope ID:1F493F31-FOC9-42A7-864E-BF7E71D66997
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.• r �- � .- . .
Steam:Steam-All Other Charges
Steam:Steam-All Other Taxes
Steam:Steam-Usage
Storm Water
Storm Water:Storm Water-All Other Charges
Storm Water:Storm Water-All Other Taxes
Storm Water:Storm Water-Usage
Wastewater
Wastewater:Sewer-All Other Wastewater:Sewer-Rental Fee Wastewater:Sewer-Storm
Charges WaterCharge
Wastewater:Sewer-Basic Wastewater:Sewer-Sanitation Wastewater:Sewer-Usage
Charge Charge
Wastewater:Sewer-Customer Wastewater: Sewer-Service Wastewater:Sewer-Usage
Charge Charge Charge
Wastewater:Sewer-Fire Wastewater: Sewer-Sewer Wastewater:Sewer-Waste
Protection Charge Water
Wastewater:Sewer-Misc Wastewater: Sewer-Storm Wastewater:Sewer-Water
Charge Charge Service Charge
Water
Water:Water-All Other Charges Water:Water-Sewer Charge
Water:Water-All Other Taxes Water:Water-State Tax
Water:Water-Backflow Device Charge Water:Water-Usage
Water:Water-Basic Charge Water:Water-Usage Charge
Water:Water-Fire Protection Water: Water-Water Commercial Inside
Water:Water-Sales Tax Water:Water-Water Service Charge
Water:Water-Service Charge
Wood
Wood:Wood-All Other Charges
Wood:Wood-All Other Taxes
Wood:Wood-Usage
P 877.868.3833 F 800.216.3063 dudesolutions.0017) 11000 Regency Parkway#110,Cary,NC 27518
DocuSign Envelope ID:1F493F31-FOC9�2A7-864E-BF7E71D66997
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Utility Bill Processing import template:
Column Name Notes
--EMPTY or UNUSED-- Please see below for additional information for
where—EMPTY or UNUSED—is being used.
--EMPTY or UNUSED-- Please see below for additional information for
where—EMPTY or UNUSED—is being used.
Vendor Name The vendor name as it appears in the billing
information.This should match the vendor name
in the client account.
--EMPTY or UNUSED-- Please see below for additional information for
where—EMPTY or UNUSED—is being used.
Account Number The account number as it appears in the billing
information.This should match the account
number in the client account.
Meter Number The meter number as it appears in the billing
information (where applicable).This should
match the meter number in the client account.
Line Item Start Date The start date for the service as it appears in the
billing information.
Line Item End Date The end date for the service as it appears in the
billing information.
--IMPORT TAG-- The import tag will determine the use and/or cost
amount being imported for the line items for the
utility services.
--EMPTY or UNUSED-- Please see below for additional information for
where—EMPTY or UNUSED—is being used.
Line Item Usage The usage amount as it appears in the billing
information.
Line Item Cost The cost amount as it appears in the billing
information.
Invoice Comments A URL for the bill will be included with the import
of billing information.The client will be able to
copy/paste this URL into their browser and open
the bill from the vendor.
There will be data included in the import file that will not be used as part of the import.These fields are
labeled—EMPTY or UNUSED--. In these cases,the data will be used as a troubleshooting mechanism in
case the import should fail to load data.
P 877.868.3833 F 800.216.3063 dudesolutions.001'17 11000 Regency Parkway#110,Cary,NC 27518
DocuSign Envelope ID:1F493F31-FOC9-42A7-864E-BF7E71D66�xH I B IT A—�
OCR Requirements
In order to successfully process bills provided to us utilizing Optical Character Recognition (OCR),the
following requirements must be met and followed each month:
Scanning requirements
■ One bill per image.
■ For example, if a bill is two pages long,the scanned image may only contain two pages.The
scanned image may not contain (7)two page bills.
■ There should only be one bill per page scanned.
■ For example, if the dimensions of the bill would allow for multiple bills to fit on a page,they still
must be scanned as an individual page.
Naming conventions
■ When saving the files,the filenames must be unique and contain a substring reference denoting
the utility provider and the date scanned. It would be helpful if the filename also included the
account number.
■ For example,a Duke Energy bill may be saved as Duke Energy_043017_34567892.pdf({{Vendor
name}}_{{Date scanned}}_{{Account number}}).
Image quality
■ Anything that covers or obscures information on the bill may make the image unusable.
■ For example,the bill image may fail if it contains any or all of the following:
o Light or dark lines
o Hand-written notes or scribbles
o Stamps indicating paid, received,etc.
o Punch marks
For best results,please use the following recommendations:
■ Select 300 dpi resolution for texts printed in 10 point fonts or larger.
■ Select 400-600 dpi resolution for texts printed in 9 point fonts or smaller.
■ If the letters are too dark or blend together, increase the brightness setting so that the letters
are distinct.
■ If the letters are too thin, lower the brightness setting so a character is shown with full ink
■ While scanning, ensure the paper is straight without tilt. For multi-page bills, retain the same
orientation. Do not change from portrait to landscape or vice versa for parts of the bill.
■ Paper should not have bends and folds that will distort characters
■ Bills with handwritten markings and notes tend to fail during recognition
DocuSign Envelope ID:1F493F31-FOC9�2A7-864E-BF7E71D66997
EXHIBIT B
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 INDICATfNG
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 HAVE
SUCH AUTHORITY, OR IF YOU DO NOT AGREE WITH THE TERMS AND CONDITIONS SET FORTH
HEREIN, YOU MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE ANY SERVICE.
Section 1.0 De�nitions
As used in this Agreement,the following terms shall have the meanings set forth below:
1.1 "Account" means Subscriber's specific account where Subscriber subscribes to access
and use Service(s).
1.2 "Account Users" means individual users specified by the Subscriber to access and use
the Subscriber's Account.
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 "Disclosin� Partv")to the other party
(the "Receivin� Partv"), 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.
Dude Solutions PSA Renton WA 6-2017 F Page 12 of 28 �
DocuSign Envelope ID:1F493F31-FOC9�2A7-864E-BF7E71D66997
Notwithstanding the 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.The
parties agree and understand that this agreement and the records related to this agreement are subject
to the Public Records Act RCW 42.56.
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 "Hi�hly-Sensitive Personal Information" means an Account User's (i) government-issued
identification number (including social security number, driver's license number or state-issued
identified number), (ii) financial account number, credit card number, debit card number, credit report
information, in each case with or without any required security code, access code, personal
identification number or password that would permit access to such Account User's financial account;
and/or(iii) biometric data.
1.8 "HIPAA" means the Health Insurance Portability and Accountability Act of 1996 (Pub. L.
104-191) and all regulations promulgated thereunder (45 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 IV of Division B of the American Recovery
and Reinvestment Act of 2009(Pub. L. 111-5),as amended from time to time.
1.9 "Intellectual Propertv Ri�hts" 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. The parties agree and
understand that this agreement and the records related to this agreement are subject to the Public
Records Act RCW 42.56 and Washington State Retention Schedules
1.10 "Privacv Policv" means the DSI privacy policy,attached hereto as Exhibit B-1.The parties
agree and understand that this agreement and the records related to this agreement are subject to the
Public Records Act RCW 42.56 and Washington State Retention Schedules.
1.11 "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 subsc�ibe to as part of its
Account registration process.
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1.12 "Subscriber" means the legal entity identified on the Account.
1.13 "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.
1.14 "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.
1.15 "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 permit Subscriber's Account Users to access and use the Senrices 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 authorized 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.
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 transfer an Account Use�'s right to
access and use the Services to a new user only if such Account User becomes inactive and is unable to
access the Services. Subscriber is also solely responsible for any and all activities that occur under its
Account and ensuring that it exits or logs-off from its Account at the end of each session of use.
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 Senrices 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
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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) 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) 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; (vii) remove, obscure or alter any copyright,trademark, patent or proprietary notice affixed or
displayed by or in the Services; (viii) perform load tests, network scans, penetration tests, ethical hacks
or any other security auditing procedures on the Services; (ix) interfere with or disrupt the integrity or
performance of the Services or the data contained therein; (x) 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; (xi) store,
manipulate, analyze, reformat, print, and display the Content for personal use; (xii) upload or insert
code, scripts, batch files or any other form of scripting or coding into the Services; and (xiii) 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. Personal sensitive or
identifiable information should not be entered into the Services, as there are no data fields requesting
such 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) Additiona/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
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 and will provide the City with a back up or copies of the records prior to destruction D51
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. The parties agree and understand that this agreement and the records related to
this agreement are subject to the Public Records Act RCW 42.56 and Washington State Retention
Schedules.
(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 DSI. D51 shall have no obligations or liability arising from Subscriber's
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access and use of such linked Third Party websites,applications and services.
2.2 Proprietary Ri�hts.
(a) Subscriber acknowledges and agrees that(as between 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 or joint contributions to DSI,together with
all Intellectual Property Rights related to such Derivative Works. Nothing contained in this Agreement
shall be construed to convey to Subscriber(or to any party claiming through Subscriber) any Intellectual
Property Rights in or to the 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.
Section 3.0 DSI Responsibilities
3.1 Subscriber Data. DSI shall not edit or disclose or destroy 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.
3.2 Support. 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.
3.3 Availabilitv. 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 ("eusiness 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 D51's reasonable control,
including, for example, an act of God, act of government, flood, fire, earthquake, civil unrest, act of
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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.
3.4 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 sha�l enter
into a Business Associate Agreement(the form of which shall be reasonably satisfactory to D51).
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. D51 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 its meets its particular
needs. D51 shall not comment, edit or advise Subscriber with respect to such Third Party content and
data in any manner.
4.3 No Warranty or Endorsement. D51 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, D51
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
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thirty (30) days after the receipt of DSI's applicable invoice therefor. Subscriber is responsible for
providing complete and accurate bilting and contact information to DSI and notifying D51 of any changes
to such information.
5.2 Automatic Payments. Subscriber shall, upon the written request from DSI, establish and
maintain valid and updated credit card information or a valid ACH auto debit account (in each case, the
"Automatic Pavment 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 Renewal Char�es. DSI maintains the right to increase Subscription Fees and other
applicable fees and charges in connection with each Renewal Term.
5.4 Taxes. DSI's fees do not include any taxes, levies, duties or similar governmental
assessments of any nature, including, for example, value-added, sales, use or withholding taxes,
assessable by any jurisdiction whatsoever(collectively, "Taxes"). Subscriber is responsible for paying all
Taxes associated with its purchases hereunder. If DSI has the legal obligation to pay or collect Taxes for
which Subscriber is responsible under this Section 5.4, 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.
6.2 Termination 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 for Convenience. Subscriber may terminate this Agreement 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,
Subscriber may request in writing and be granted a refund in an amount equal to: (i) the Subscription
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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) divided by twelve; provided, however, that if DSI receives Subscriber's
written notice of termination pursuant to this Section 6.3 within the first sixty (60) days after the
commencement of the Initial Term, DSI shall refund to Subscriber the entire Subscription Fee for the
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. Upon termination of its Account,
Subscriber's right to access its Account and use the Services immediately ceases.
6.4 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 for a period of more
than ninety (90) days from the date of termination. During this ninety (90) day period, the Subscriber
may request and receive a file of its data in a commercially reasonable format such as Excel or.csv.
6.5 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.
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, QUAIITY, SUITABILITY, TRUTH,
AVAILABILITY, ACCURACY OR COMPLETENESS OF THE SERVICES OR ANY CONTENT. DSI AND ITS
LICENSORS DO NOT REPRESENT OR WARRANT THAT: (I) THE USE OF THE SERVICES WILL BE SECURE,
TIMELY, UNINTERRUPTED OR ERROR-FREE OR OPERATE IN COMBINATION WITH ANY OTHER
HARDWARE, SOFTWARE, SYSTEM OR DATA; (II) THE SERVICES WILL MEET YOUR REQUIREMENTS OR
EXPECTATIONS; (III) ANY STORED DATA WILL BE ACCURATE OR RELIABLE; (IV) THE QUALITY OF ANY
PRODUCTS, SERVICES, INFORMATION, OR OTHER MATERIAL PURCHASED OR OBTAINED BY YOU
THROUGH THE SERVICES WILL MEET YOUR REQUIREMENTS OR EXPECTATIONS; (V) ERRORS OR DEFECTS
WILL 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 RtGHTS, ARE HEREBY DISCLAIMED TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW BY DSI AND ITS IICENSORS.
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
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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, OSI 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 D51, (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 D51 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 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 D51'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 liabilitv. 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 D51 HAVE ANY LIABILITY
WITH RESPECT TO ITS OBLIGATIONS UNDER THIS AGREEMENT OR OTHERWISE FOR LO55 OF PROFITS,
OR CONSEQUENTIAL, EXEMPLARY, INDIRECT, INCIDENTAL OR PUNITIVE DAMAGES, EVEN IF �SI 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.
SUBSCRIBER AGREES THAT DSI'S CRISISMANAGER AND SAFETY CENTER APPLICATIONS
(COLLECTIVELY, "SAFETY APPS") IS A 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. D51 SHALL HAVE NO RESPONSIBILITY OR 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.
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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 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 Authoritv. 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 Privacv 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 Governin� 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 Washington,without
regard to the principles of conflict of laws.
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,
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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 Assi�nment. 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 Maieure. 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 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 This section intentionallv omitted.
9.9 Interpretation of A�reement. The Section headings contained in this Agreement are
solely for the purpose of reference, are not part of the agreement of the parties, and shall not affect in
any way the meaning or interpretation of this Agreement. Any reference to any federal, state, local or
foreign statute or law shall be deemed to refer to all rules and regulations promulgated thereunder,
unless the context requires otherwise.
9.10 No Third Partv Beneficiaries. No person or entity not a party to this Agreement will 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 A�reement.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 Children Under the A�e 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 shal) 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
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might have any information from or about a child under 13, please contact D51 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.
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EXHIBIT B-1
Dude Solutions, Inc.
Privacy Policy
Introduction
We respect your privacy and are committed to protecting it through our compliance with this
Policy. This Policy describes the types of information we may collect from you or that you may provide
when you visit the website https://www.dudesolutions.com/(including any successor URL, sub-domain
and/or any syndication of the foregoing, collectively, our"Platform") andJor subscribe to and use any of
our SaaS-based applications (our "Applications" and, together with our Platform, our "Platform"), and
our practices for collecting, using, maintaining, protecting and disclosing that information.
This Policy applies to any information that we collect on our Platform, including any information
in any e-mails, posts, texts and other electronic messages between you and our Platform and any
information about you transferred to our Platform from other websites. This Policy does not apply to
any information that we collect by any other means, including offline collection.
Please read this Policy carefully to understand our policies and practices regarding your
information and how we will treat it. If you do not agree with our policies and practices, you can
choose not to use our Platform.By accessing or using our Platform,you agree to this privacy policy.
Information We Collect About You and How We Collect It
We may collect several types of information from and about users of our Platform, including
information by which you may be personally identified, such as name, postal address, e-mail address
and telephone number. In addition, if we sell any goods or services on our Platform, we may collect
information required for the payment of goods or services, including credit card numbers,security codes
and other financial information. All of this information is cumulatively referred to in this Policy as
"Personal Information".
The Personal Information we collect on or through our Platform may include information that
you provide by registering to use our Platform, using our services, posting material, requesting further
services or reporting a problem with our Platform. We will also retain records and copies of your
correspondence(including e-mail addresses), if you contact us.
As you navigate through and interact with our Platform, we may automatically collect certain
traffic data and usage information to help us manage our content and improve your use of our Platform.
This may include information about your equipment, your IP address and your browsing actions and
patterns when you visit our Platform, including the referring and exit pages. The technologies that we
use for this automatic data collection may include cookies that are stored on your computer, small
embedded electronic files known as web beacons (also referred to as clear gifs, pixel tags and single-
pixel gifs) and other embedded code on our Platform that permit us to count users and obtain other
related website statistics (for example, recording the popularity of certain website content and verifying
system and server integrity).
We may obtain Personal Information and other data from integrated third party applications, programs
and/or devices that you may elect to use in connection with our Platform ("Pro r� ams"). You should
review the third party privacy policies applicable to information transferred to us from Programs, since
they may allow different or broader uses of that information than would be permitted by our privacy
policy.
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How We Use Your Information
We use information that we collect about you or that you provide to us, including any Personal
Information, to (i) present our Platform and its contents to you, (ii) provide you with information,
products or services that you request from us or that we otherwise feel may be of interest to you, (iii)
facilitate customer feedback in an effort to improve the performance of our company, including via
customer satisfaction surveys performed by us or one of our third-party designees, (iv) provide you with
the most personalized web experience possible, (v) evaluate and optimize the performance of our
Platform, products and services,and (vij fulfill any other purpose for which you provide the information.
If you purchase products or services, we may transmit your Personal Information to payment
processors. We may also use your Personal Information to notify you about changes to our Platform or
any products or services we offer or provide through it and to carry out our obligations and enforce our
rights arising from any contracts entered into between you and us, including for billing and collection.
We may also use the information that you provide in any other way that we describe when you provide
the information and for any other purpose with your consent.
Disclosure of Your Information
We may convert or combine some Personal Information of users into de-identified or
aggregated data that does not disclose any of the Personal Information of any individual user. We may
use and disclose any such de-identified or aggregated data without restriction.
We may disclose Personal Information to our subsidiaries and affiliates and to any contractors,
service providers and other third parties who need to know such information to support our permitted
uses of Personal Information. We may disclose such Personal Information to a buyer or other successor
to our business in the event of a sale of equity or assets, reorganization, merger or a similar corporate
transaction.
Same of the information that we collect from cookies, web beacons or other embedded code
relates to your personal use of our Platform and allows us to store information about your preferences,
speed up your searches and recognize you when you return to our Platform. Except as otherwise
expressly provided in this Policy,this information is not shared with third parties. Other information that
we collect from cookies, web beacons or other embedded code is not tied to your Personal Information
and enables us to estimate our audience size and usage patterns. This traffic data may be shared with
third parties without restriction.
We may also disclose your Personal Information for any other purpose disclosed when the
information is provided, and for any other purpose with your consent.
We may also disclose your Personal Information to comply with any court order, law or legal
process, including to respond to any government or regulatory request and to enforce or apply our
online subscription agreement, terms of use or terms of sale, including for billing and collection
purposes,or if we believe disclosure is necessary or appropriate to protect the rights, property, or safety
of our customers or others. This includes exchanging information with other companies and
organizations for the purposes of fraud protection and credit risk reduction.
Social Media Sites and Wid�ets
If you log onto our Platform through Facebook or a similar social media site, certain information
about you will be transferred to our Platform, and the fact that you have logged onto our Platform and
some of that transferred information may be available to other users of the social media site. That
information may be subject to the privacy policies of any such social media site and you should review
those policies before using a social media site to log onto the Platform.Any such transferred information
will otherwise be subject to the terms of this Policy.
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You may be able to use social media widgets such as the Facebook Like button on our Platform.
These widgets will collect your IP address and identify which page you are visiting on our Platform, and
make your preference information available to third parties. The information collected by such widgets
is controlled by third party privacy policies.
Trackin�
Tracking involves the use of cookies, web beacons or other embedded code or tracking
technologies to collect, analyze and store information on a user's behavior over time on multiple sites,
including information on the sites visited, products viewed, products purchased and other online
interactions. Tracking information can be used to enable companies to make interested-based
{behavioral) advertising available to users on multiple sites that they visit.
We do currently collect Personal Information about your on-line activities over time and across
third party sites for tracking purposes. We do not currently allow third parties to collect Personal
Information on the Platform that could be used by them to analyze and store information about your
on-line activities over time and across third party sites for tracking purposes.
Choices About How We Use and Disclose Your Information
You have certain choices regarding the Personal Information you provide to us.You can set your
browser to refuse all or some browser cookies. If you disable or refuse cookies, some parts of our
Platform may then be inaccessible or not function properly.
If you do not wish to have your Personal Information used by us to promote our own or third
parties' products or services, or if you do not want us to share your Personal Information with third
parties for promotional or direct marketing purposes, such as delivering advertisements according to
aur advertisers' target-audience preferences, you can opt-out by sending us an e-mail stating your
request to notice@dudesolutions.com. For this opt-out to function, you must have your browser set to
accept browser cookies. If we have sent you a promotional e-mail, you may send us a return e-mail
asking to be omitted from future e-mail distributions. This opt out does not apply to information
provided to us as a result of a product purchase, warranty registration, product service experience or
other transactions.
Your California Privacv Rights
If you are a California resident, you may obtain certain information regarding our disclosure of
your Personal Information to third parties for their direct marketing purposes. To make such a request,
please send an e-mail to notice@dudesolutions.com.
Accessing and Correcting Your Information
You can review and change your Personal Information by logging into our Platform and visiting
your account profile page.
You may also send us an e-mail at notice@dudesolutions.com to request access to, correct or
delete any Personal Information that you have provided to us. We cannot delete your Personal
Information except by also deleting your user account. We may not accommodate a request to change
information if we believe the change would violate any law or legal requirement or cause the
information to be incorrect.
Children Under the P►ge 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
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Privacy Protection Act (COPPA). Our Platform is not intended for children under 13 years of age, and no
one under age 13 may provide any information to this Platform. We do not knowingly collect Personal
Information from children under 13. If you are under 13, do not use or provide any information on this
Platform, make any purchases through this Platform, use any of the interactive or public comment
features of this Platform or provide any information about yourself to us, including your name, address,
telephone number, e-mail address or any screen name or user name you may use. If we learn we have
collected or received Personal Information from a child under 13 without verification of parental
consent, we will delete that information. If you believe we might have any information from or about a
child under 13, please contact us at notice@dudesolutions.com.
Users Outside of the United States
Our Platform is hosted in the United States and our services are provided from the United
States. It is possible that certain information will be stored on servers in multiple other countries on the
"cloud" or other similar distributed hosting platforms. If you are a user accessing our Platform or
services from the European Union, Asia or any other region with laws governing personal data
collection, use, and disclosure that differ from United States laws, please note that you are transferring
your Personal Information outside your home jurisdiction, and that by providing your Personal
Information you are consenting to the transfer of your Personal Information to the United States and
other jurisdictions as indicated above, and to our use and disclosure of your Personal Information in
accordance with this Policy.
Data Security
We have developed and implemented a security assurance program using privacy and data
protection best practices to secure your Personal Information from accidental loss and from
unauthorized access, use, alteration and disclosure. All information that you provide to us is stored on
our physically secure servers protected by firewalls and logical access controls. Sensitive credentialing
and authentication information is encrypted and hashed in storage. Ail public network communication
with our Platform is encrypted using TLS/SSL protocols.
The safety and security of your information also depends on you. When we have given you (or
when you have chosen) a password fo�access to certain parts of our Platform, you are responsible for
keeping that password confidential. We ask you not to share your password with anyone. You are
responsible for compliance with our privacy and security recommendations. We are not responsible for
your circumvention of any privacy settings or security measures contained on our Platform.
Unfortunately, the transmission of information over the Internet is not completely secure.
Although we have implemented security measures that we think are adequate, we cannot guarantee
the security of your Personal Information transmitted to our Platform. Any transmission of Personal
Information is at your own risk. We are not responsible for circumvention of any privacy settings or
security measures contained on our Platform.
Chan�es to Our Privacy Politv
We post all changes we make to our privacy policy on this page.The date the privacy policy was
last revised is identified at the top of the page. You are responsible for periodically visiting our Platform
and this privacy policy to check for any changes. Notwithstanding the foregoing, we are committed to
security and the protection of your Personal Information and we will not materially change our policies
and practices to make them less protective of your Personal Information collected in the past without
your consent.
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Contact Information
To ask questions or comment about this privacy policy and our privacy practices,contact us at:
Dude Solutions, Inc.
11000 Regency Parkway,Suite 110
Cary, North Carolina 27518
or via our toll-free number: [1-877-655-3833]
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