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CONTRACT 7267 Vender AgreementDocusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 DebtBook ORDER FORM General Information met Informatio Customer Name: City of El Segundo, CA ("Customer") Address: 350 Main Street EI Segundo, CA 90245 Contact Name: Vicky Wei Cao Email: wcao@elsegundo.org rder, Form Informa 'on Order Form Effective Date: Date of last signature Agreement Effective Date: Date of last signature II. Products & Services Item & Description Lease & SBITA Management Complete �ustamer Billing l f r iatin Address: 350 Main Street El Segundo, CA 90245 Billing Email: wcao@elsegundo.org Annual recurring fee for DebtBook's Lease and SBITA management softwa re -as -a -service application provided to Customer through access to the Application Services Year 1 Price $7,500.00 Lease & SBITA Management Complete Premium Implementation Price $2,500.00 The additional implementation services provided to Customer, including tailored implementation support, review of Application Obligations, and entry of relevant Customer Data. Lease & SBITA Management Premium Support Price $1,250.00 The additional ongoing support provided to Customer, including tailored implementation support, review of Application Obligations, and entry of relevant Customer Data. Pricing is calculated in increments of 25 contracts. Summary Year 1 Recurring Subscription Fees $8,750.00 One -Time Implementation Fees $2,500.00 Annual Total $11,250.00 III. Order Form Terms 1. Services. This Order Form sets forth the Services to be provided to Customer, including the specific Products to be provided to Customer through its access to the Applications Services. 2. Term. The Initial Term of this Order Form begins on the Order Form Effective Date of this Order Form as indicated above and will continue for one year. Thereafter, this Order Form will renew in accordance with the Agreement (as defined below). 3. Fees. DebtBook will invoice Customer upon the Order Form Effective Date and Customer will pay Fees herein for the first year of the Initial Term in accordance with the payment terms of the Agreement. All Fees thereafter will be due and payable annually and subject to the payment terms of the Agreement. Each invoice will be emailed to Customer's billing Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 contact indicated herein. The Fees under this Order Form will not be increased by more than 5% for the first Renewal Term under the Agreement. 4. OMNIA. This Order Form and the Agreement are subject to the terms established under a Master Agreement dated as of August 16, 2021, and referenced as Contract Number 14-03 (the "Master Agreement") between DebtBook and Region 14 Education Service Center ("Region 14 ESC"), on its behalf and on behalf of other government agencies, and made available through OMNIA Partners, Inc. ("OMNIA"), as administrative agent under an Administration Agreement dates as of August 16, 2021 (the 'Administration Agreement," and, together with the Master Agreement, the "OMNIA Agreements"), between OMNIA and DebtBook. Premium Support (Additional Terms) 1. There are #1 unit of Premium Support being added under this Order Form. 2. Customer will provide applicable agreements to DebtBook as the Customer receives the agreements throughout the year. Failure to provide the agreements promptly as they are received throughout the year may cause material delays or otherwise limit DebtBook's ability to perform the Premium Support Services. 3. All agreements submitted by Customer to DebtBook in accordance with the Agreement will be processed by DebtBook within 90 days of receipt. 4. DebtBook will not issue refunds or credits for any unused Premium Support. IV. General Terms This Order Form and the Services are governed by the written Master Services Agreement (the `Agreement") executed between the Parties, as amended. The Agreement supersedes any prior discussion or representations regarding Customer's purchase and use of the Products and Services described in this Order Form. Each of the undersigned represents that (1) they are authorized to execute and deliver this Order Form on behalf of their respective party, (2) they are authorized to bind their respective party to the terms of the Agreement, and (3) if Customer is a Government Entity, sufficient funds have been appropriated and are available to pay any Fees due under the Agreement in Customer's current fiscal year. Capitalized terms not defined herein will have the same meaning ascribed to them as set forth in the Agreement. This Order Form and any other documents executed and delivered in connection with the Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. If permitted by applicable law, electronic signatures may be used for the purpose of executing this Order Form by email or other electronic means. Any document delivered electronically and accepted is deemed to be "in writing" to the same extent and with the same effect as if the document had been signed manually. Fifth Asset, Inc. d/b/a DebtBook By: Michael ]uby Name: Title: Coo & secretary ..._. 4/3/2025 Date: City of El Segundo, CA M " Name: Paul Chun Title: Chief Financial Officer/Treasurer Date: A-nPRV)p ASTO FORM; CITY A-J'ORNEY City Coil City of El Segundo Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 MASTER SERVICES AGREEMENT This Master Services Agreement ("Agreement") is entered into as of the Effective Date by and between DebtBook and the customer signing below ("Customer"). By executing the Order Form and using any of the Services, Customer agrees to be bound by this Agreement. In consideration of the mutual covenants and conditions contained in this Agreement and intending to be legally bound, the Parties agree as follows: 1. Definitions. "Aggregated Statistics" means data and information related to Customer's use of the Services that is used by DebtBook in an aggregate and anonymized manner, including statistical and performance information related to the Services. "Agreement" means, collectively and to the extent applicable, this Master Services Agreement and incorporates the Order Form, any Customer Terms, and the Incorporated Documents, in each case as may be amended from time to time in accordance with their terms. "Application obligations" means, collectively, each contractual or financial obligation or agreement managed by Customer using the Products made available to Customer through the Application Services. "Application Services" means the Products and other application -based services that DebtBook offers to Customer through access to the DebtBook application. The specific Products offered to Customer as part of the Application Services are limited to those Products expressly described in any Order Form then in effect. "Appropriate Security Measures" means, collectively, commercially reasonable technical and physical controls and safeguards intended to protect Customer Data against destruction, loss, unauthorized disclosure, or unauthorized access by employees or contractors employed by DebtBook. "Authorized User" means any of Customer's employees, consultants, contractors, or agents who are authorized by Customer to access and use any of the Services. "Customer" means the person or entity purchasing the Services as identified in the Order Form. "Customer Data" means, other than Aggregated Statistics, information, data, and other content, in any form or medium, that is transmitted by or on behalf of Customer or an Authorized User through the Services. "Customer Terms" means the terms set forth in or otherwise identified and incorporated into the Agreement. For the avoidance of doubt, "Customer Terms" does not include any purchase order or similar document generated by Customer unless such document is expressly identified and incorporated into the Agreement. "DebtBook" means Fifth Asset, Inc., d/b/a DebtBook, a Delaware corporation, and its permitted successor and assigns. "DebtBook IP" means (1) the Products, Services, Documentation, and Feedback, including all ideas, concepts, discoveries, strategies, analyses, research, developments, improvements, data, materials, products, documents, works of authorship, processes, procedures, designs, techniques, inventions, and other intellectual property, whether or not patentable or copyrightable, and all embodiments and derivative works of each of the foregoing in any form and media, that are developed, generated or produced by DebtBook arising from or related to the Product, Services, Documentation, or Feedback; and (2) any intellectual property provided to Customer or any Authorized User in connection with the foregoing other than Customer Data. "DebtBook Quote" means any pricing document identified and incorporated into each Order Form that may establish the Products, Services, Term, payment terms, and other relevant details applicable to each Customer purchase of Products and Services under such Order Form. "Documentation" means DebtBook's end user documentation and content, regardless of media, relating to the Products or Services made available from time to time on DebtBook's website at .)u s .d bo k. m. "Effective Date" means the date of last signature of the Order Form and/or Agreement, unless a specific Effective Date is set forth on the Order Form. "Feedback" means any comments, questions, suggestions, or similar feedback transmitted in any manner to DebtBook, including suggestions relating to features, functionality, or changes to the DebtBook IP. "Guided Implementation Services" means DebtBook's standard Implementation Services option, including basic implementation support, guidance, and training. "Governing State" means, if Customer is a Government Entity, the state in which Customer is located. If Customer is not a Government Entity, "Governing State" means the State of North Carolina. Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 "Government Entity" means any unit of state or local government, including states, counties, cities, towns, villages, school districts, special purpose districts, and any other political or governmental subdivisions and municipal corporations, and any agency, authority, board, or instrumentality of any of the foregoing. "Implementation Services" means DebtBook's Guided Implementation Services or its Premium Implementation Services, in each case as requested by Customer and as provided to Customer on an annual basis. "Incorporated Documents" means, collectively, the Privacy Policy, the SLA, and the Usage Policy, as each may be updated from time to time in accordance with their terms. The Incorporated Documents, as amended, are incorporated into this Agreement by this reference. Current versions of the Incorporated Documents are available at "Initial Term" means the Initial Term established in the Order Form. "Onboarding Services" means onboarding services, support, and training as required to make the Application Services available to Customer during the Initial Term. "Order Form" means each order document (including, if applicable, any DebtBook Quote incorporated therein by reference) duly authorized by Customer and DebtBook for the purchase of any Products or Services in effect from time to time, as each such Order Form may be amended, modified, or replaced in accordance with its terms and this Agreement. "Premium Implementation Services" means DebtBook's premium Implementation Services option, including implementation support, guidance, and training, review of Application Obligations, and entry of relevant Customer Data. "Pricing Tier" means, if applicable, Customer's pricing tier for each Product as of the date of determination. "Privacy Policy" means, collectively, DebtBook's privacy policy and any similar data policies generally applicable to all users of the Application Services, in each case as posted to DebtBook's website and as updated from time to time in accordance with their terms. "Products" means, collectively, any products DebtBook may offer to Customer from time to time through the Application Services, in each case as established in any Order Form then in effect. "Renewal Term" means any renewal term established in accordance with the terms of the Agreement. "Services" means, collectively, the Application Services, the Onboarding Services, the Implementation Services, and the Support Services, or any additional services identified on the applicable Order Form. For the avoidance of doubt, "Services" includes the underlying Products made available to Customer through access to the Application Services. "SLA" means the Service Level Addendum generally applicable to all users of the Application Services, as posted to DebtBook's website and as updated from time to time in accordance with its terms. "Support Services" means the general maintenance services and technical support provided in connection with the Application, as more particularly described in the SLA. "Term" means, collectively, the Initial Term and, if applicable, each successive Renewal Term. "Usage Policy" means, collectively, DebtBook's acceptable usage policy, any end user licensing agreement, or any similar policy generally applicable to all end users accessing the Application Services, in each case as posted to DebtBook's website and as updated from time to time in accordance with its terms. Each capitalized term used but not otherwise defined in this Agreement has the meaning given to such term in the applicable Order Form. 2. Access and Use. (a) Provision of Access. Subject to the terms and conditions of the Agreement, DebtBook grants Customer and Customer's Authorized Users a non-exclusive, non -transferable (except as permitted by this Agreement) right to access and use the Application Services during the Term, solely for Customer's internal use and for the Authorized Users' use in accordance with the Agreement. DebtBook will provide to Customer the necessary passwords and network links or connections to allow Customer to access the Application Services. (b) Dacumenta'tiaal Liense. Subject to the terms and conditions of the Agreement, DebtBook grants to Customer and Customer's Authorized Users a non-exclusive, non-sublicensable, non -transferable (except as permitted by this Agreement) license to use the Documentation during the Term solely for Customer's and its Authorized User's internal business purposes in connection with its use of the Services. (c) Customer Responsibilities. Customer is responsible and liable for its Authorized Users' access and use of the Services and Documentation, regardless of whether such use is permitted by the Agreement. Customer must use reasonable Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 efforts to make all Authorized Users aware of the provisions applicable to their use of the Services, including the Incorporated Documents. (d) Use RestrictioQs Customer may not at anytime, directly or indirectly through any Authorized User, access or use the Services in violation of the Usage Policies, including any attempt to (1) copy, modify, or create derivative works of the Services or Documentation, in whole or in part; (2) sell, license, or otherwise transfer or make available the Services or Documentation except as expressly permitted by the Agreement; or (3) reverse engineer, disassemble, decompile, decode, or otherwise attempt to derive or gain access to any software component of the Services, in whole or in part. Customer will not knowingly transmit any personally identifiable information to DebtBook orany other third -party through the Services. (e) Suspension. Notwithstanding anything to the contrary in the Agreement, DebtBook may temporarily suspend Customer's and any Authorized User's access to any or all of the Services if: (1) Customer is more than 45 days late in making any payment due under, and in accordance with, the terms of the Agreement, (2) DebtBook reasonably determines that (A) there is a threat or attack on any of the DebtBook IP; (B) Customer's or any Authorized User's use of the DebtBook IP disrupts or poses a security risk to the DebtBook IP or to any other customer or vendor of DebtBook; (C) Customer, or any Authorized User, is using the DebtBook IP for fraudulent or other illegal activities; or (D) DebtBook's provision of the Services to Customer or any Authorized User is prohibited by applicable law; or (3) any vendor of DebtBook has suspended or terminated DebtBook's access to or use of any third -party services or products required to enable Customer to access the Services (any such suspension, a "Service Suspension"). DebtBook will use commercially reasonable efforts to (i) provide written notice of any Service Suspension to Customer, (ii) provide updates regarding resumption of access to the Services, and (iii) resume providing access to the Services as soon as reasonably possible after the event giving rise to the Service Suspension is cured. DebtBook is not liable for any damage, losses, or any other consequences that Customer or any Authorized User may incur as a result of a Service Suspension. (f) Apgreggled Statistics. Notwithstanding anything to the contrary in the Agreement, DebtBook may monitor Customer's use of the Services and collect and compile Aggregated Statistics. As between DebtBook and Customer, all right, title, and interest in Aggregated Statistics, and all intellectual property rights therein, belong to and are retained solely by DebtBook. DebtBook may compile Aggregated Statistics based on Customer Data input into the Services. DebtBook may (1) make Aggregated Statistics publicly available in compliance with applicable law, and (2) use Aggregated Statistics as permitted under applicable law so long as, in each case, DebtBook's use of any Aggregated Statistics does not identify Customer or disclose Customer's Confidential Information. 3. S rvices and 2ggpgrt. (a) Order Forms, The Services and Products, and any Service or Product specific terms and conditions, will be set forth in the Order Form, governed by this Agreement. Customer's execution of an Order Form constitutes a binding commitment to purchase the Services and Products specified in such Order Form. (b) Services Generally, Subject to the terms of the Agreement, DebtBook will grant Customer access to the Application Services during the Initial Term and, if applicable, each subsequent Renewal Term. As part of the onboarding process, DebtBook will provide Customer with the Onboarding Services and the level of Implementation Services indicated in the Order Form. DebtBook will provide Customer with the Support Services throughout the Term. (c) Im lementation Services. DebtBook will provide Implementation Services for each Product to the extent indicated for such Product in the applicable Order Form. Unless DebtBook has agreed to provide Premium Implementation Services for any such Product in accordance with this subsection, DebtBook will provide Customer with Guided Implementation Services for such Product at no additional charge. At Customer's request, DebtBook will identify in an Order Form those Products for which DebtBook will provide Premium Implementation Services. For each Product indicated for Premium Implementation Services, DebtBook will charge Customer a one-time Fee for the Premium Implementation Services as set forth in such Order Form. Customer agrees to cooperate in good faith and to respond in a timely manner to any reasonable request for data or information DebtBook may require to complete the Implementation Services. DebtBook is not obligated to provide any Implementation Services after the date that is 180 days after the Effective Date of the Order Form pursuant to which DebtBook is providing such Implementation Services. (d) ServIce Levels and Support, Subject to the terms and conditions of the Agreement, DebtBook will make the Application Services and Support Services available in accordance with the SLA. 4. Fggj and Payment (a) Fees. Customer will pay DebtBook the fees set forth in each Order Form (the "Fees"). DebtBook will invoice Customer for all Fees in accordance with the invoicing schedule and requirements set forth in each Order Form. Customer must pay all Fees in US dollars within 30 days of its receipt of a valid invoice unless other payment terms are set forth in the Customer Terms. If Customer is a Government Entity, then Customer's obligation to pay any Fees under the Agreement is subject in all respects to the requirements and limitations of the Governing State's prompt payment act, as amended. Except as expressly Docusign Envelope ID: 9578C15B-07BEAD8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 provided in the Agreement, DebtBook does not provide refunds of any paid Fees. Unless otherwise provided in the Customer Terms, and to the extent permitted by applicable law, if Customer fails to make any payment when due, DebtBook may, without limiting any of its other rights, charge interest on the past due amount at the lowest of (1) the rate of 1.5% per month, (2) the rate established in any Customer Term, or (3) the maximum rate permitted under applicable law. (b) Taxes. All Fees and other amounts payable by Customer under the Agreement are exclusive of taxes and similar assessments. Unless Customer is exempt from making any such payment under applicable law or regulation, Customer is responsible forall applicable sales, use, and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by Customer under the Agreement, other than any taxes imposed on DebtBook's income. 5. Confidential Information. (a) From time to time during the Term, either party (the "Disclosing Party') may disclose or make available to the other party (the "Receiving Party") information about the Disclosing Party's business affairs, products, confidential intellectual property, trade secrets, third -party confidential information, and other sensitive or proprietary information, whether in written, electronic, or other form or media, that is marked, designated, or otherwise identified as "confidential", or which a reasonable person would understand to be confidential or proprietary under the circumstances (collectively, "Confidential Information"). For the avoidance of doubt, DebtBook's Confidential information includes the DebtBook IP and the Application Services source code and specifications. As used in the Agreement, "Confidential Information" expressly excludes any information that, at the time of disclosure is (1) in the public domain; (2) known to the receiving party at the time of disclosure; (3) rightfully obtained by the Receiving Party on a non -confidential basis from a third party; or (4) independently developed by the Receiving Party. (b) To the extent permitted by applicable law, the Receiving Party will hold the Disclosing Party's Confidential Information in strict confidence and may not disclose the Disclosing Party's Confidential Information to any person or entity, except to the Receiving Party's employees, officers, directors, agents, subcontractors, financial advisors, and attorneys who have a need to know the Confidential Information for the Receiving Party to exercise its rights or perform its obligations under the Agreement or otherwise in connection with the Services. Notwithstanding the foregoing, each party may disclose Confidential Information to the limited extent required (1) in order to comply with the order of a court or other governmental body, or as otherwise necessary to comply with applicable law, provided that the party making the disclosure pursuant to the order must first give written notice to the other party; or (2) to establish a party's rights under the Agreement, including to make required court filings. (c) On the expiration or termination of the Agreement, the Receiving Party must promptly return to the Disclosing Party all copies of the Disclosing Party's Confidential Information, or destroy all such copies and, on the Disclosing Party's request, certify in writing to the Disclosing Party that such Confidential Information has been destroyed. (d) Each party's obligations under this Section are effective as of the Effective Date and will expire three years from the termination of the Agreement; provided, however, with respect to any Confidential Information that constitutes a trade secret (as determined under applicable law), such obligations of non -disclosure will survive the termination or expiration of the Agreement for as long as such Confidential Information remains subject to trade secret protection under applicable law. (e) Notwithstanding anything in this Section to the contrary, if Customer is a Government Entity, then DebtBook expressly agrees and understands that Customer's obligations under this Section are subject in all respects to, and only enforceable to the extent permitted by, the public records laws, policies, and regulations of the Governing State. 6. fn ellec uai Property. (a) DebtBook IF, As between Customer and DebtBook, DebtBook owns all right, title, and interest, including all intellectual property rights, in and to the DebtBook IP. (b) Custom a Ci ta., As between Customer and DebtBook, Customer owns all right, title, and interest, including all intellectual property rights, in and to the Customer Data. Customer hereby grants to DebtBook a non-exclusive, royalty -free, worldwide license to reproduce, distribute, sublicense, modify, prepare derivative works based on, and otherwise use and display the Customer Data and perform all acts with respect to the Customer Data as may be necessary or appropriate for DebtBook to provide the Services to Customer. (c) Effeeg_ of 'f erm ination, Without limiting either party's obligations under Section 5 of the Agreement, DebtBook, at no further charge to Customer, will (1) provide Customer with temporary access to the Application Services for up to 60 days after the termination of the Agreement to permit Customer to retrieve its Customer Data in a commercially transferrable format and (2) use commercially reasonable efforts to assist Customer, at Customer's request, with such retrieval. After such period, DebtBook may destroy any Customer Data in accordance with DebtBook's data retention policies. Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 7. Limited Warranties. (a) Functionality & Service Levels. During the Term, the Application Services will operate in a manner consistent with general industry standards reasonably applicable to the provision of the Application Services and will conform in all material respects to the Documentation and service levels set forth in the SLA when accessed and used in accordance with the Documentation. Except as expressly stated in the SLA, DebtBook does not make any representation, warranty, or guarantee regarding availability of the Application Services, and the remedies set forth in the SLA are Customer's sole remedies and DebtBook's sole liability under the limited warranty set forth in this paragraph. (b) Security DebtBook has implemented Appropriate Security Measures and has made commercially reasonable efforts to ensure its licensors and hosting providers, as the case may be, have implemented Appropriate Security Measures intended to protect Customer Data. (c) EXCEPT FOR THE WARRANTIES SET FORTH IN THIS SECTION, DEBTBOOK IP IS PROVIDED "AS IS," AND DEBTBOOK HEREBY DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE. DEBTBOOK SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. EXCEPT FOR THE LIMITED WARRANTY SET FORTH IN THIS SECTION, DEBTBOOK MAKES NO WARRANTY OF ANY KIND THAT THE DEBTBOOK IP, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET CUSTOMER'S OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. (d) DebtBook exercises no control over the flow of information to or from the Application Service, DebtBook's network, or other portions of the Internet. Such flow depends in large part on the performance of Internet services provided or controlled by third parties. At times, actions or inactions of such third parties can impair or disrupt connections to the Internet. Although DebtBook will use commercially reasonable efforts to take all actions DebtBook deems appropriate to remedy and avoid such events, DebtBook cannot guarantee that such events will not occur. ACCORDINGLY, DEBTBOOK DISCLAIMS ANY AND ALL LIABILITY RESULTING FROM OR RELATING TO ALL SUCH EVENTS, AND EXCEPT AS OTHERWISE EXPRESSLY PROVIDED IN THE AGREEMENT, ANY OTHERACTIONS OR INACTIONS CAUSED BY OR UNDER THE CONTROL OF A THIRD PARTY. 8. Ind mnificati2ji (a) DgbtBook Indemnificatiofli (i) DebtBook will indemnify, defend, and hold harmless Customer from and against any and all losses, damages, liabilities, costs (including reasonable attorneys' fees) (collectively, "Losses") incurred by Customer resulting from any third -party claim, suit, action, or proceeding ("Third -Party Claim") that the Application Services, or any use of the Application Services in accordance with the Agreement, infringes or misappropriates such third party's US patents, copyrights, or trade secrets, provided that Customer promptly notifies DebtBook in writing of the Third -Party Claim, reasonably cooperates with DebtBook in the defense of the Third -Party Claim, and allows DebtBook sole authority to control the defense and settlement of the Third -Party Claim. (ii) If such a claim is made or appears possible, Customer agrees to permit DebtBook, at DebtBook's sole expense and discretion, to (A) modify or replace the DebtBook IP, or component or part of the DebtBook IP, to make it non -infringing, or (B) obtain the right for Customer to continue use. If DebtBook determines that neither alternative is reasonably available, DebtBook may terminate the Agreement in its entirety or with respect to the affected component or part, effective immediately on written notice to Customer, so long as, in each case, DebtBook promptly refunds or credits to Customer all amounts Customer paid with respect to the DebtBook IP that Customer cannot reasonably use as intended under the Agreement. (iii) DebtBook's indemnification obligation under this Section will not apply to the extent that the alleged infringement arises from Customer's use of the Application Services in combination with data, software, hardware, equipment, or technology not provided or authorized in writing by DebtBook or modifications to the Application Services not made by DebtBook. (b) Soe Rerrld , SECTION 8(a) SETS FORTH CUSTOMER'S SOLE REMEDIES AND DEBTBOOK'S SOLE LIABILITY FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMSTHATTHE SERVICES INFRINGE, MISAPPROPRIATE, OR OTHERWISE VIOLATE ANY THIRD PARTY'S INTELLECTUAL PROPERTY RIGHTS. IN NO EVENT WILL DEBTBOOK'S LIABILITY UNDER SECTION 8(a) EXCEED $1,000,000. (c) CgItomer IndeMntficatigo. Customer will indemnify, hold harmless, and, at DebtBook's option, defend DebtBook from and against any Losses resulting from any Third -Party Claim that the Customer Data, or any use of the Customer Data in accordance with the Agreement, infringes or misappropriates such third party's intellectual property rights and any Third- Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Party Claims based on Customer's or any Authorized User's negligence or willful misconduct or use of the Services in a manner not authorized by the Agreement. DEBTBOOK EXPRESSLY AGREES THAT THIS PROVISION WILL NOT APPLY TO ANY CUSTOMER THAT 15 A GOVERNMENT ENTITY TO THE EXTENT SUCH INDEMNIFICATION OBLIGATIONS ARE PROHIBITED UNDER APPLICABLE LAW. 9. Limitalion1.9f Liability . EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENT WILL EITHER PARTY BE LIABLE UNDER OR IN CONNECTION WITH THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER EITHER PARTY WAS ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE. EXCEPT AS EXPRESSLY OTHERWISE PROVIDED IN THIS SECTION, IN NO EVENTWILLTHE AGGREGATE LIABILITY OF DEBTBOOK ARISING OUT OF OR RELATED TO THE AGREEMENT UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE EXCEED THE TOTAL AMOUNTS PAID TO DEBTBOOK UNDER THE AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE EXCLUSIONS AND LIMITATIONS IN THIS SECTION DO NOT APPLY TO CLAIMS PURSUANTTO SECTION 8. 10. Term and Termination. (a) Term. The Initial Term of the Agreement is set forth in the Order Form. In the event Customer has multiple terms, this Agreement will remain in effect until the expiration ortermination of all Order Forms. (b) Rgen wai. Except as the parties may otherwise agree in the Customer Terms, or unless terminated earlier in accordance with the Agreement: (i) the Agreement will automatically renew for successive 12-month Renewal Terms unless either party gives the other party written notice of non -renewal at least 30 days before the expiration of the then -current term; and (ii) each Renewal Term will be subject to the same terms and conditions established under the Agreement, with any Fees determined in accordance with DebtBook's then -current pricing schedule, as provided to Customer at least 60 days before the expiration of the then -current term. (c) Termination, In addition to any other express termination right set forth in the Customer Terms: (I) DebtBook may terminate the Agreement immediately if Customer breaches any of its obligations under Section 2 or Section 5; (ii) Customer may terminate the Agreement in accordance with the SLA; (iii) either party may terminate the Agreement, effective on written notice to the other party, if the other party materially breaches the Agreement, and such breach: (A) is incapable of cure; or (B) being capable of cure, remains uncured 30 days after the non -breaching party provides the breaching party with written notice of such breach; (iv) if Customer is a Government Entity and sufficient funds are not appropriated to pay for the Application Services, then Customer may terminate the Agreement at any time without penalty following 30 days prior written notice to DebtBook; or (v) either party may, to the extent permitted by law, terminate the Agreement, effective immediately on written notice to the other party, if the other party becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency law. (d) 5Rfj1v2L, Only this Section and Section 1 (Definitions), Sections 4 through 6 (Fees; Confidential Information; Intellectual Property), Section 7(c) (Disclaimer of Warranties), and Sections 8, 9 and 12 (Indemnification; Limitations of Liability; Miscellaneous) will survive any termination or expiration of the Agreement. 11. Nn enden ontractor- r. h i s the Agreement r indg2endent co r c rs. The Agreement dog§ n2,t cr ate a ioint venture or artnershi betweein he arfies and neither garty is by virtue of the Agreement, authorized as an agent, m to ee or re r s n a ive of the other party, 12. Miscellaneous. (a) Governing Law Submissi n Jo Jurisdiction. The Agreement will be governed by and construed in accordance with the laws of the Governing State, without regard to any choice or conflict of law provisions, and any claim arising out of the Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Agreement may be brought in the state or federal courts located in the Governing State. Each party irrevocably submits to the jurisdiction of such courts in any such suit, action, or proceeding. (b) P ntire Agreement: Order of Preceden_c . The Order Form, the Customer Terms, this Master Services Agreement, and the Incorporated Documents constitute the complete Agreement between the parties and supersede any prior discussion or representations regarding Customer's purchase and use of the Services. To the extent any conflict exists between the terms of the Agreement, the documents will govern in the following order or precedence: (1) the Customer Terms, (2) Order Form, (3) the Master Services, and (4) the Incorporated Documents. No other purchasing order or similar instrument issued by either party in connection with the Services will have any effect on the Agreement or bind the other party in any way. (c) AmendMgnj: Waiver. No amendment to the Order Form, the Master Services Agreement, or the Customer Terms will be effective unless it is in writing and signed by an authorized representative of each party. DebtBook may update the Incorporated Documents from time -to -time following notice to Customer so long as such updates are generally applicable to all users of the Services. No waiver by any party of any of the provisions of the Agreement will be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in the Agreement, no failure to exercise, delay in exercising, or any partial exercise of any rights, remedy, power, or privilege arising from the Agreement will in any way waive or otherwise limit the future exercise of any right, remedy, power, or privilege available under the Agreement. (d) N is ' . All notices, requests, consents, claims, demands, and waivers under the Agreement (each, a "Notice") must be in writing and addressed to the recipients and addresses set forth for each party on the Order Form (or to such other address as DebtBook or Customer may designate from time to time in accordance with this Section). All Notices must be delivered by personal delivery, nationally recognized overnight courier (with all fees pre -paid), or email (with confirmation of transmission), or certified or registered mail (in each case, return receipt requested, postage pre -paid). Any Notice delivered under the Agreement will be delivered, if to the Customer, to the address indicated in the Order Form and, if to DebtBook, at the following address: PO Box 667950, Charlotte, NC 28266. (e) Force Meieure�. In no event will either party be liable to the other party, or be deemed to have breached the Agreement, for any failure or delay in performing its obligations under the Agreement (except for any obligations to make payments), if and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control, including acts of God, flood, fire, earthquake, pandemic, epidemic, problems with the Internet, shortages in materials, explosion, war, terrorism, invasion, riot or other civil unrest, strikes, labor stoppages or slowdowns or other industrial disturbances, or passage of law or any action taken by a governmental or public authority, including imposing an embargo. (f) kwablUN, If any provision of the Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability will not affect any other term or provision of the Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. (g) Asslpnment. Either party may assign its rights or delegate its obligations, in whole or in part, on 30 days prior written notice to the other party, to an affiliate or an entity that acquires all or substantially all of the business or assets of such party, whether by merger, reorganization, acquisition, sale, or otherwise. Except as stated in this paragraph, neither party may assign any of its rights or delegate any of its obligations under the Agreement without the prior written consent of the other party, which consent may not be unreasonably withheld, conditioned, or delayed. The Agreement is binding on and inures to the benefit of the parties and their permitted successors and assigns. (h) Mark2lill2g, Neither party may issue press releases related to the Agreement without the other party's prior written consent. Unless otherwise provided in the Customer Terms, either party may include the name and logo of the other party i n lists of customers or vendors. (i) State -Specific Cer0ficalions & Agreements. If Customer is a Government Entity and to the extent required under the laws of the Governing State, DebtBook hereby certifies and agrees as follows: (i) DebtBook has not been designated by any applicable government authority or body as a company engaged in the boycott of Israel under the laws of the Governing State; (ii) DebtBook is not presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation in the Agreement by any governmental department or agency of the Governing State; (iii) DebtBook will not discriminate against any employee or applicant for employment because of race, ethnicity, .gender, gender identity, sexual orientation, age, religion, national origin, disability, color, ancestry, Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 citizenship, genetic information, political affiliation or military/veteran status, or any other status protected by federal, state, or local law; (iv) DebtBook will verify the work authorization of its employees using the federal E-Verify program and standards as promulgated and operated by the United States Department of Homeland Security and, if applicable, will require its subcontractors to do the same; and (v) Nothing in the Agreement is intended to act as a waiver of immunitiesthat Customer has as a matter of law as a Government Entity under the laws of the Governing State, including but not limited to sovereign or governmental immunity, public officers or official immunity or qualified immunity, to the extent Customer is entitled to such immunities. 0) Execution. Any document executed and delivered in connection with the Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. To the extent permitted by applicable law, electronic signatures may be used for the purpose of executing the Order Form or this Agreement, if applicable, by email or other electronic means. Any document delivered electronically and accepted is deemed to be "in writing' to the same extent and with the same effect as if the document had been signed manually. Fifth Asset, Inc. d/b/a DebtBook By: •.....: �_ Michael juby Name: Title: Date: coo & Secretary 4/3/2025 El Segundo, CA By: _ _ — Name: Title: �Il/1aYvw '(.)Rc A' if6g)urol Date:.-....`� I 1026, A5: , .:D AS TO ORM. CITY I''fbRNEY W, Uy clelk City of El Segundo gA (�VrWWA Ma4�. 1 F7Oja DebtBook RFP #2 =21 Debt and Lease ManagementSoftware and Consulting Services Issue Date June 8th, 2021 Created by: Prepared for: Tom Wiese National Cooperative Purchasing Alliance DebtBook Vice President, Sales Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Letter of Transmittal Tab 1: Master Agreement General Terms and Conditions Evaluation Criteria Signature Form Tab 2: NCPA Administrative Agreement Tab 3: Vendor Questionnaire Tab 4: Vendor Profile Tab 5: Products and Services Tab 6: References Tab 7: Pricing Tab 8: Value added Products and Services Tab 9: Required Documents Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 National Cooperative Purchasing Alliance, At DebtBook, our mission is to make great debt and lease management easy. We're building software to empower you to drive your organization to new height A we will demon trate throughout thi re pon e, DebtBook ha been developing a cu tom debt and lea a management olution for government finance for over two years - we're doing it in collaboration with government finance teams around the Country to make ure our indu try get the tool we de erve While our company will not be able to demon trate the 10 20 year of u e in the marketplace, nor the 1000+ corporate client our competitors serve, we know this is the key factor which is causing more than 20 new government finance teams to choose DebtBook every month we offer the late t technology, a compelling vi ion for con olidated debt, lea a (GASB 87) and IT contract (GASB 96) management software, an unmatched implementation experience and a government first focus. Our product roadmap provides full functionality well in advance of the 6/30/22 requirements while also allowing the local governments, chool di trict , higher education, and non profit to help hape our product to benefit local government around the Country We will also do all of this at substantially lower cost than our competition - our way of giving significant value back to the City for collaborating with u on thi project We are plea ed to make thi propo al to you and any local government , chool di trict , higher education, and non profit that may be interested in working together and are eager for the opportunity to collaborate together. This Proposal is firm for a period of 90 days and the Plea a do not he itate to reach out hould you have additional que tion Sincerely, Tyler Traudt tyler.traudt@debtbook.com Founder and CEO (804) 317 2917 Fifth A et, Inc d/b/a DebtBook 1920 Abbott St, Ste 303 Charlotte, NC 28203 ,cJc, 3 cal " � 0 Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Tab 1 - Master Agreement General Terms and Conditions ♦ Customer Support ➢ The vendor shall provide timely and accurate technical advice and sales support. The vendor shall respond to such requests within one (1) working day after receipt of the request. ♦ Disclosures ➢ Respondent affirms that he/she has not given, offered to give, nor intends to give at any time hereafter any economic opportunity, future employment, gift, loan, gratuity, special discount, trip, favor or service to a public servant in connection with this contract. ➢ The respondent affirms that, to the best of his/her knowledge, the offer has been arrived at independently, and is submitted without collusion with anyone to obtain information or gain any favoritism that would in any way limit competition or give an unfair advantage over other vendors in the award of this contract. ♦ Renewal of Contract ➢ Unless otherwise stated, all contracts are for a period of three (3) years with an option to renew for up to two (2) additional one-year terms or any combination of time equally not more than 2 years if agreed to by Region 14 ESC and the vendor. ♦ Funding Out Clause ➢ Any/all contracts exceeding one (1) year shall include a standard "funding out" clause. A contract for the acquisition, including lease, of real or personal property is a commitment of the entity's current revenue only, provided the contract contains either or both of the following provisions: ➢ Retains to the entity the continuing right to terminate the contract at the expiration of each budget period during the term of the contract and is conditioned on a best efforts attempt by the entity to obtain appropriate funds for payment of the contract. ♦ Shipments (if applicable) ➢ The awarded vendor shall ship ordered products within seven (7) working days for goods available and within four (4) to six (6) weeks for specialty items after the receipt of the order unless modified. If a product cannot be shipped within that time, the awarded vendor shall notify the entity placing the order as to why the product has not shipped and shall provide an estimated shipping date. At this point the participating entity may cancel the order if estimated shipping time is not acceptable. ♦ Tax Exempt Status ➢ Since this is a national contract, knowing the tax laws in each state is the sole responsibility of the vendor. Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 ♦ Payments ➢ The entity using the contract will make payments directly to the awarded vendor or their affiliates (distributors/business partners/resellers) as long as written request and approval by NCPA is provided to the awarded vendor. ♦ Adding authorized distributors/dealers ➢ Awarded vendors may submit a list of distributo rs/partners/res ell ers to sell under their contract throughout the life of the contract. Vendor must receive written approval from NCPA before such distributors/partners/resellers considered authorized. ➢ Purchase orders and payment can only be made to awarded vendor or distributors/business partners/resellers previously approved by NCPA. ➢ Pricing provided to members by added distributors or dealers must also be less than or equal to the pricing offered by the awarded contract holder. ➢ All distributors/partners/resellers are required to abide by the Terms and Conditions of the vendor's agreement with NCPA. ♦ Pricing ➢ All pricingsubmitted shall include the ad ''ni atraiive fee to I e remitted: NCPA the awarded vendor. It is the awarded vendor's responsibility to keep all pricing up to date and on file with NCPA. ➢ All deliveries shall be freight prepaid, F.O.B. destination and shall be included in all pricing offered unless otherwise clearly stated in writing ♦ Warranty ➢ Proposals should address each of the following: W Applicable warranty and/or guarantees of equipment and installations including any conditions and response time for repair and/or replacement of any components during the warranty period. • Availability of replacement parts ■ Life expectancy of equipment under normal use • Detailed information as to proposed return policy on all equipment ♦ Indemnity ➢ The awarded vendor shall protect, indemnify, and hold harmless Region 14 ESC and its participants, administrators, employees and agents against all claims, damages, losses and expenses arising out of or resulting from the actions of the vendor, vendor employees or vendor subcontractors in the preparation of the solicitation and the later execution of the contract. ♦ Franchise Tax ➢ The respondent hereby certifies that he/she is not currently delinquent in the payment of any franchise taxes. Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 ♦ Supplemental Agreements ➢ The entity participating in this contract and awarded vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the participating entity and awarded vendor. ♦ Certificates of Insurance ➢ Certificates of insurance shall be delivered to the Public Agency prior to commencement of work. The insurance company shall be licensed in the applicable state in which work is being conducted. The awarded vendor shall give the participating entity a minimum of ten (10) days notice prior to any modifications or cancellation of policies. The awarded vendor shall require all subcontractors performing any work to maintain coverage as specified. ♦ Legal Obligations ➢ It is the Respondent's responsibility to be aware of and comply with all local, state, and federal laws governing the sale of products/services identified in this RFP and any awarded contract and shall comply with all while fulfilling the RFP. Applicable laws and regulation must be followed even if not specifically identified herein. ♦ Protest ➢ A protest of an award or proposed award must be filed in writing within ten (10) days from the date of the official award notification and must be received by 5:00 pm CST. Protests shall be filed with Region 14 ESC and shall include the following: a Name, address and telephone number of protester • Original signature of protester or its representative • Identification of the solicitation by RFP number • Detailed statement of legal and factual grounds including copies of relevant documents and the form of relief requested ➢ Any protest review and action shall be considered final with no further formalities being considered. ♦ Force Majeure ➢ If by reason of Force Majeure, either party hereto shall be rendered unable wholly or in part to carry out its obligations under this Agreement then such party shall give notice and full particulars of Force Majeure in writing to the other party within a reasonable time after occurrence of the event or cause relied upon, and the obligation of the party giving such notice, so far as it is affected by such Force Majeure, shall be suspended during the continuance of the inability then claimed, except as hereinafter provided, but for no longer period, and such party shall endeavor to remove or overcome such inability with all reasonable dispatch. ➢ The term Force Majeure as employed herein, shall mean acts of God, strikes, lockouts, or other industrial disturbances, act of public enemy, orders of any kind of government of the Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 United States or any civil or military authority; insurrections; riots; epidemics; landslides; lighting; earthquake; fires; hurricanes; storms; floods; washouts; droughts; arrests; restraint of government and people; civil disturbances; explosions, breakage or accidents to machinery, pipelines or canals, or other causes not reasonably within the control of the party claiming such inability. It is understood and agreed that the settlement of strikes and lockouts shall be entirely within the discretion of the party having the difficulty, and that the above requirement that any Force Majeure shall be remedied with all reasonable dispatch shall not require the settlement of strikes and lockouts by acceding to the demands of the opposing party or parties when such settlement is unfavorable in the judgment of the party having the difficulty ♦ Prevailing Wage ➢ It shall be the responsibility of the Vendor to comply, when applicable, with the prevailing wage legislation in effect in the jurisdiction of the purchaser. It shall further be the responsibility of the Vendor to monitor the prevailing wage rates as established by the appropriate department of labor for any increase in rates during the term of this contract and adjust wage rates accordingly. ♦ Miscellaneous ➢ Either party may cancel this contract in whole or in part by providing written notice. The cancellation will take effect 30 business days after the other party receives the notice of cancellation. After the 30th business day all work will cease following completion of final purchase order. ♦ Open Records Policy ➢ Because Region 14 ESC is a governmental entity responses submitted are subject to release as public information after contracts are executed. If a vendor believes that its response, or parts of its response, may be exempted from disclosure, the vendor must specify page -by - page and line -by-line the parts of the response, which it believes, are exempt. In addition, the respondent must specify which exception(s) are applicable and provide detailed reasons to substantiate the exception(s). ➢ The determination of whether information is confidential and not subject to disclosure is the duty of the Office of Attorney General (OAG). Region 14 ESC must provide the OAG sufficient information to render an opinion and therefore, vague and general claims to confidentiality by the respondent are not acceptable. Region 14 ESC must comply with the opinions of the OAG. Region14 ESC assumes no responsibility for asserting legal arguments on behalf of any vendor. Respondent are advised to consult with their legal counsel concerning disclosure issues resulting from this procurement process and to take precautions to safeguard trade secrets and other proprietary information. ' Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Process Region 14 ESC will evaluate proposals in accordance with, and subject to, the relevant statutes, ordinances, rules, and regulations that govern its procurement practices. NCPA will assist Region 14 ESC in evaluating proposals. Award(s) will be made to the prospective vendor whose response is determined to be the most advantageous to Region 14 ESC, NCPA, and its participating agencies. To qualify for evaluation, response must have been submitted on time, and satisfy all mandatory requirements identified in this document. ♦ Contract Administration ➢ The contract will be administered by Region 14 ESC. The National Program will be administered by NCPA on behalf of Region 14 ESC. ♦ Contract Term ➢ The contract term will be for three (3) year starting from the date of the award. The contract may be renewed for up to two (2) additional one-year terms or any combination of time equally not more than 2 years. ➢ It should be noted that maintenance/service agreements may be issued for up to (5) years under this contract even if the contract only lasts for the initial term of the contract. NCPA will monitor any maintenance agreements for the term of the agreement provided they are signed prior to the termination or expiration of this contract. ♦ Contract Waiver ➢ Any waiver of any provision of this contract shall be in writing and shall be signed by the duly authorized agent of Region 14 ESC. The waiver by either party of any term or condition of this contract shall not be deemed to constitute waiver thereof nor a waiver of any further or additional right that such party may hold under this contract. ♦ Products and Services additions ➢ Products and Services may be added to the resulting contract during the term of the contract by written amendment, to the extent that those products and services are within the scope of this RFP. ♦ Competitive Range ➢ It may be necessary for Region 14 ESC to establish a competitive range. Responses not in the competitive range are unacceptable and do not receive further award consideration. ♦ Deviations and Exceptions ➢ Deviations or exceptions stipulated in response may result in disqualification. It is the intent of Region 14 ESC to award a vendor's complete line of products and/or services, when possible. ♦ Estimated Quantities ➢ The estimated dollar volume of Products and Services purchased under the proposed Master Agreement is $20 million dollars annually. This estimate is based on the anticipated volume of Region 14 ESC and current sales within the NCPA program. There is no guarantee or commitment of any kind regarding usage of any contracts resulting from this solicitation Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 ♦ Evaluation Agreement No. 7267 ➢ Region 14 ESC will review and evaluate all responses in accordance with, and subject to, the relevant statutes, ordinances, rules and regulations that govern its procurement practices. NCPA will assist the lead agency in evaluating proposals. Recommendations for contract awards will be based on multiple factors, each factor being assigned a point value based on its importance. ♦ Formation of Contract ➢ A response to this solicitation is an offer to contract with Region 14 ESC based upon the terms, conditions, scope of work, and specifications contained in this request. A solicitation does not become a contract until it is accepted by Region 14 ESC. The prospective vendor must submit a signed Signature Form with the response thus, eliminating the need for a formal signing process. ♦ NCPA Administrative Agreement ➢ The vendor will be required to enter and execute the National Cooperative Purchasing Alliance Administration Agreement with NCPA upon award with Region 14 ESC. The agreement establishes the requirements of the vendor with respect to a nationwide contract effort. ♦ Clarifications / Discussions ➢ Region 14 ESC may request additional information or clarification from any of the respondents after review of the proposals received for the sole purpose of elimination minor irregularities, informalities, or apparent clerical mistakes in the proposal. Clarification does not give respondent an opportunity to revise or modify its proposal, except to the extent that correction of apparent clerical mistakes results in a revision. After the initial receipt of proposals, Region 14 ESC reserves the right to conduct discussions with those respondent's whose proposals are determined to be reasonably susceptible of being selected for award. Discussions occur when oral or written communications between Region 14 ESC and respondent's are conducted for the purpose clarifications involving information essential for determining the acceptability of a proposal or that provides respondent an opportunity to revise or modify its proposal. Region 14 ESC will not assist respondent bring its proposal up to the level of other proposals through discussions. Region 14 ESC will not indicate to respondent a cost or price that it must meet to neither obtain further consideration nor will it provide any information about other respondents' proposals or prices. ♦ Multiple Awards ➢ Multiple Contracts may be awarded as a result of the solicitation. Multiple Awards will ensure that any ensuing contracts fulfill current and future requirements of the diverse and large number of participating public agencies. ♦ Past Performance ➢ Past performance is relevant information regarding a vendor's actions under previously awarded contracts; including the administrative aspects of performance; the vendor's history of reasonable and cooperative behavior and commitment to customer satisfaction; and generally, the vendor's businesslike concern for the interests of the customer. Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Evaluation Criteria ♦ Pricing (40 points) ➢ Electronic Price Lists • Products, Services, Warranties, etc. price list • Prices listed will be used to establish both the extent of a vendor's product lines, services, warranties, etc. available from a particular bidder and the pricing per item. ♦ Ability to Provide and Perform the Required Services for the Contract (25 points) ➢ Product Delivery within participating entities specified parameters ➢ Number of line items delivered complete within the normal delivery time as a percentage of line items ordered. ➢ Vendor's ability to perform towards above requirements and desired specifications. ➢ Past Cooperative Program Performance ➢ Quantity of line items available that are commonly purchased by the entity. ➢ Quality of line items available compared to normal participating entity standards. ➢ Provide both On -premise solutions as well as Cloud based solutions. ♦ References (15 points) ➢ A minimum of ten (10) customer references for product and/or services of similar scope dating within past 3 years ♦ Technology for Supporting the Program (10 points) ➢ Electronic on-line catalog, order entry use by and suitability for the entity's needs ➢ Quality of vendor's on-line resources for NCPA members. ➢ Specifications and features offered by respondent's products and/or services ♦ Value Added Services Description, Products and/or Services (10 points) ➢ Marketing and Training ➢ Minority and Women Business Enterprise (MWBE) and (HUB) Participation ➢ Customer Service Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Signature Form The undersigned hereby proposes and agrees to furnish goods and/or services in strict compliance with the terms, specifications and conditions at the prices proposed within response unless noted in writing. The undersigned further certifies that he/she is an officer of the company and has authority to negotiate and bind the company named below and has not prepared this bid in collusion with any other Respondent and that the contents of this proposal as to prices, terms or conditions of said bid have not been communicated by the undersigned nor by any employee or agent to any person engaged in this type of business prior to the official opening of this proposal. Prices are guaranteed: 120 days Company name Fifth Asset, Inc. d/b/a/ DebtBook Address 1920 Abbott Street STE 303 Position with company Vice President, Sales Authorized signature 1&o& �a��r: 8 c) hO Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 This Administration Agreement is made as of _6jjgU$t 2Q21 I by and between National Cooperative Purchasing Alliance ("NCPA") and ("Vendor'). Recitals WHEREAS, Region 14 ESC has entered into a certain Master Agreement dated August 16. 2021 , referenced as Contract Number 14-03 by and between Region 14 ESC and Vendor, as may be amended from time to time in accordance with the terms thereof (the "Master Agreement"), for the purchase of Debt and Lease Management Software and Consulting Services; WHEREAS, said Master Agreement provides that any state, city, special district, local government, school district, private K-12 school, technical or vocational school, higher education institution, other government agency or nonprofit organization (hereinafter referred to as "public agency' or collectively, "public agencies") may purchase products and services at the prices indicated in the Master Agreement; WHEREAS, NCPA has the administrative and legal capacity to administer purchases under the Master Agreement to public agencies: WHEREAS, NCPA serves as the administrative agent for Region 14 ESC in connection with other master agreements offered by NCPA WHEREAS, Region 14 ESC desires NCPA to proceed with administration of the Master Agreement: WHEREAS, NCPA and Vendor desire to enter into this Agreement to make available the Master Agreement to public agencies on a national basis; NOW, THEREFORE, in consideration of the payments to be made hereunder and the mutual covenants contained in this Agreement, NCPA and Vendor hereby agree as follows: Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 • General Terms and Conditions The Master Agreement, attached hereto as Tab 1 and incorporated herein by reference as though fully set forth herein, and the terms and conditions contained therein shall apply to this Agreement except as expressly changed or modified by this Agreement. • NCPA shall be afforded all of the rights, privileges and indemnifications afforded to Region 14 ESC under the Master Agreement, and such rights, privileges and indemnifications shall accrue and apply with equal effect to NCPA under this Agreement including, but not limited to, the Vendor's obligation to provide appropriate insurance and certain indemnifications to Region 14 ESC. • Vendor shall perform all duties, responsibilities and obligations required under the Master Agreement in the time and manner specified by the Master Agreement. • NCPA shall perform all of its duties, responsibilities, and obligations as administrator of purchases under the Master Agreement as set forth herein, and Vendor acknowledges that NCPA shall act in the capacity of administrator of purchases under the Master Agreement. • With respect to any purchases made by Region 14 ESC or any Public Agency pursuant to the Master Agreement, NCPA (a) shall not be construed as a dealer, re -marketer, representative, partner, or agent of any type of Vendor, Region 14 ESC, or such Public Agency, (b) shall not be obligated, liable or responsible (i) for any orders made by Region 14 ESC, any Public Agency or any employee of Region 14 ESC or Public Agency under the Master Agreement, or (ii) for any payments required to be made with respect to such order, and (c) shall not be obligated, liable or responsible for any failure by the Public Agency to (i) comply with procedures or requirements of applicable law, or (ii) obtain the due authorization and approval necessary to purchase under the Master Agreement. NCPA makes no representations or guaranties with respect to any minimum purchases required to be made by Region 14 ESC, any Public Agency, or any employee of Region 14 ESC or Public Agency under this Agreement or the Master Agreement. • The Public Agency participating in the NCPA contract and Vendor may enter into a separate supplemental agreement to further define the level of service requirements over and above the minimum defined in this contract i.e. invoice requirements, ordering requirements, specialized delivery, etc. Any supplemental agreement developed as a result of this contract is exclusively between the Public Agency and Vendor. NCPA, its agents, members and employees shall not be made party to any claim for breach of such agreement. Term of Agreement (NEEDS TO BE COMPLETED) • Thi Agreement hall be in effect o long a the Ma ter Agreement remain in effect, provided, however, that the obligation to pay all amounts owed by Vendor to NCPA through the termination of this Agreement and all indemnification afforded by Vendor to NCPA hall urvive the term of thi Agreement Fee and Reporting • The awarded vendor shall electronically provide NCPA with a detailed quarterly report showing the dollar volume of all ale under the contract for the previou quarter Report are due on the fifteenth (15th) day after the clo a of the previous quarter. It is the responsibility of the awarded vendor to collect and compile all sales under the contract from participating member and ubmit one (1) report The report hall include at lea t the following information a li ted in the example below: �....� .- .......... _ _ _.............. Entity Name Zip Code State PO or Job # Sale Amount ................... .___............. .. _...... .. Total .-.............. Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Each quarter NCPA will invoice the vendor based on the total of sale amount(s) reported. From the invoice the vendor shall pay to NCPA an administrative fee based upon the tiered fee schedule below. Vendor's annual sales shall be measured on a calendar year basis. Deadline for term of payment will be included in the invoice NCPA provides. Supplier shall maintain an accounting of all purchases made by Public Agencies under the Master Agreement. NCPA and Region 14 ESC re erve the right to audit the accounting for a period of four (4) year from the date NCPA receive the accounting. In the event of such an audit, the requested materials shall be provided at the location designated by Region 14 ESC or NCPA In the event uch audit reveal an under reporting of Contract Sale and a re ulting underpayment of administrative fees, Vendor shall promptly pay NCPA the amount of such underpayment, together with intere t on uch amount and hall be obligated to reimbur a NCPA' co t and expen a for uch audit General Provi ion This Agreement supersedes any and all other agreements, either oral or in writing, between the parties hereto with re pect to the ubject matter hereof, and no other agreement, tatement, or promi a relating to the ubject matter of this Agreement which is not contained herein shall be valid or binding. • Awarded vendor agree to allow NCPA to u e their name and logo within web ite, marketing material and advertisement. Any use of NCPA name and logo or any form of publicity regarding this contract by awarded vendor mu t have prior approval from NCPA • If any action at law or in equity is brought to enforce or Interpret the provisions of this Agreement or to recover any admini trative fee and accrued intere t, the prevailing party hall be entitled to rea unable attomey' fee and co t in addition to any other relief to which such party may be entitled. Neither thi Agreement nor any right or obligation hereunder hall be a ignable be Vendor without prior written consent of NCPA, provided, however, that the Vendor may, without such written consent, assign this Agreement and it right and delegate it obligation hereunder in connection with the tran fer or ale of all or ub tantially all of it assets or business related to this Agreement, or in the event of its merger, consolidation, change in control or similar tran action Any permitted a ignee hall a ume all a igned obligation of it a ignor under thi Agreement • This Agreement and NCPA's rights and obligations hereunder may be assigned at NCPA's sole discretion, to an exi ting or newly a tabli hed legal entity that ha the authority and capacity to perform NCPA obligation hereunder • All written communications given hereunder shall be delivered to the addresses as set forth below. National Cooperative Purchasing Alliance: Vendor: Fifth Asset, Inc. dlbla/ DebtBook Tom I-Viese Name: Matt)]ew,MacS.d- _ Name: ._ Title: [�tQC_BUsjnejs_D�jQpm-ent Title: Vice President,Sales ..... _w.w........�._..,_ Address: 2Q.,8.Q1t,mm._.... ...�.,...w_..._.._. Address: 19=-0 Abhott Street S'I F 303 m Charlotte, NC:29205 Ar Signature; Signature: July 21, 2021 Date: August L 2021 Late: ... Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Please provide responses to the following questions that address your company's operations, organization, structure, and processes for providing products and services. States Covered Bidder must indicate any and all states where products and services can be offered. Please indicate the price co -efficient for each state if it varies. ® 50 States & District of Columbia (Selecting this box is equal to checking all boxes below) ❑ Alabama ❑ Alaska ❑ Arizona ❑ Arkansas ❑ California ❑ Colorado ❑ Connecticut ❑ Delaware ❑ District of Columbia ❑ Florida ❑ Georgia ❑ Hawaii ❑ Idaho ❑ Illinois ❑ Indiana ❑ Iowa ❑ Kansas ❑ Kentucky ❑ Louisiana ❑ Maine ❑ Maryland ❑ Massachusetts ❑ Michigan ❑ Minnesota ❑ Mississippi ❑ Missouri ❑ Montana ❑ Nebraska ❑ Nevada ❑ New Hampshire ❑ New Jersey ❑ New Mexico ❑ New York ❑ North Carolina ❑ North Dakota ❑ Ohio ❑ Oklahoma ❑ Oregon ❑ Pennsylvania ❑ Rhode Island ❑ South Carolina ❑ South Dakota ❑ Tennessee ❑ Texas ❑ Utah ❑ Vermont ❑ Virginia � I Washington ❑ West Virginia ❑ Wisconsin ❑ Wyoming ;.r )i"'° Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 0 All US Territories and Outlying Areas (Selecting this box is equal to checking all boxes below) ❑ American Somoa ❑ Northern Marina Islands ❑ Federated States of Micronesia ❑ Puerto Rico ❑ Guam ❑ U.S. Virgin Islands ❑ Midway Islands ♦ Minority and Women Business Enterprise (MWBE) and (HUB) Participation It is the policy of some entities participating in NCPA to involve minority and women business enterprises (MWBE) and historically underutilized businesses (HUB) in the purchase of goods and services. Respondents shall indicate below whether or not they are an M/WBE or HUB certified. • Minority / Women Business Enterprise Respondent Certifies that this firm is a M/WBE ❑ • Historically Underutilized Business Respondent Certifies that this firm is a HUB ❑ ♦ Residency ►- Responding Company's principal place of business is in the city of Charlotte State of NC ♦ Felony Conviction Notice i Please Check Applicable Box; ❑ A publically held corporation; therefore, this reporting requirement is not applicable. X Is not owned or operated by anyone who has been convicted of a felony. ❑ Is owned or operated by the following individuals) who has/have been convicted of a felony If the 3rd box is checked, a detailed explanation of the names and convictions must be attached. ♦ Distribution Channel Which best describes your company's position in the distribution channel: ❑ Manufacturer Direct ❑ Certified education/government reseller X Authorized Distributor ❑ Manufacturer marketing through reseller ❑ Value-added reseller ❑ Other: ♦ Processing Information Provide company contact information for the following: ■ Sales Reports / Accounts Payable Contact Person: Tom Wiese Title: _Vice President, Sales Company: Fifth Asset, Inc. d/b/a DebtBook Address: 1920 Abbot St STE 303 City: Charlotte State: North Carolina Zip: 28203 Phone: 817 307-1181 Email: tom.wiese debtboak.corn Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Purchase Orders Contact Person: Tom Wiese Title: Vice President, Sales Company: Fifth Asset, Inc. dJb�a DebtBook Address: 1920 Abbot St STE 303 City: State: North Carolina Zip: 28203 Phone: (817) 307-1181 Email:�� @ Sales and Marketing Contact Person: Tom Wiese Title: Vice President, Sales Company: fifth Asset. Inc. d/b/a DebtBook Address: City.. Charlotte State: North Carolina Zip: 28203 Phone 817 307-1181 , Email: tom.wiese@debtbook.com ♦ Pricing Information In addition to the current typical unit pricing furnished herein, the Vendor agrees to offer all future product introductions at prices that are proportionate to Contract Pricing. If answer is no, attach a statement detailing how pricing for NCPA participants would be calculated for future product introductions. X Yes ❑ No Pricing submitted includes the required NCPA administrative fee. The NCPA fee is calculated based on the invoice price to the customer. X Yes ❑ No Vendor will provide additional discounts for purchase of a guaranteed quantity. X Yes ❑ No ♦ Cooperatives List any other cooperative or state contracts currently held or in the process of securing. ....... Cooperative/State Agency Discount Expires Annual Sales Offered Volume ........ n t ' ,. Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Fifth Asset, Inc. d/b/a DebtBook DebtBook was founded in early 2019 after spending years helping government and non-profit finance teams solve complex financing problems. We know that the decisions made by finance teams have a tremendous impact on our lives: tax increases or decreases, enrollment costs, affordability and availability of quality healthcare and housing, construction of parks, schools, roads and critical water infrastructure, and the overall solvency of their organizations. Given the impact these professionals make on our lives, how is it that little to no innovation has occurred around the tools available to help do the job. We wanted to make sure at least one technology company was focused on empowering these professionals with better software. With the support of many governments and non -profits right here in North Carolina, Tyler formed the company in early 2019. He was quickly joined by Erik Pelletier as a co-founder, having spent a career developing technology products, most recently as the Chief Digital Officer and VP of Product at MIT. Marty Feinstein joined to provide our team with the finance specific programming expertise required after spending 30+ years in public finance, most recently as the Head of the Finance Structuring Group at Citigroup. Then Josh Kohn joined to run Client Operations after a career with the Army Rangers and JP Morgan. In October of 2019 DebtBook closed its seed round of financing, led by influential investors Meeting Street Capital and the 2040 Fund and launched the debt management platform in February of 2020. Given the tremendous demand for the product, DebtBook raised an additional -$2 million from investors in late August of 2020 and early March of 2021 to accelerate our investment in the product. At DebtBook, we're on a mission to make great debt and lease management easy. We have the team, expertise, financial backing and customer buy -in to make that happen. 11-732-5997 Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Company's organizational chart of those individuals that would be involved in the contract„ Tyler Traudt cw.o t.Id flim or''s Wt&�W JI 11 1 Inanptrra6 Ma d �5Nirotdlwotl � � $"tu¢ra u'S RbtswVwtatir ✓Ie':* C'dGmnau¢ tt1�� V�gv at;11 An organizational chart of tho a individual that will be regularly involved with the NCPA contract ha been provided above with a brief summary of the individuals' involvement below. • Head of Sale Re pon ible for making the market aware of the contract and ecuring new partner hip • Flead of Marketing - Provide documentation and additional market messaging highlighting DebtBook's involvement in the NCPA contract • dead of t] rg gti nsISupport - The members of this team highlighted above will be responsible with the ongoing communication and upport of client who have contracted u ing NCPA • Head of Product& Development - Responsible for continuously improving the product and ensuring the product meets indu try tandard uch a the GASB 87 tatement • Head of'_Ac og nting Services - Responsible for ensuring all aspects of DebtBook's accounting outputs, such as General Ledger entrie , are properly met Coirlporate office (location„ 1920 Abbott Street STE 303 Charlotte, NC 28203 I1...,iist the number, of sales and services offices for states being (laid in solicitation. DebtBook completes its sales and support functions/services from its corporate location within Charlotte, North Carolina. Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 List the names of key contacts at each with title, address, phone and e-mail address, NCPA's Key Contact: Tom Wiese Tom brings 10+ years of experience working within a sales capacity from leading a Head of Sales team within a Fortune 100 company to mo t recently leading the ale team at a technology company focused on bringing innovative solutions to municipal clients. Tom' focu i on building DebtBook' brand through open and hone t conver ation with the market. f _ Phone (817) 307 1181 Email: tom.wiese@debtbook.com Key Contacts throughout the Organization: Tyler Traudt Tyler has spent his entire career helping governments and non -profits finance Co- Founder project A both an inve tment banker and financial advi or, he gained fir thand and CEO experience with the challenges faced by finance teams as they plan for, execute and manage their debt Phone: (804) 317-2917 Email tylertraudt@debtbook com Erik Pelletier Joining DebtBook after pending five year a the Chief Digital Officer and VP of Co -Founder and Product at MIT, Erik has spent his career developing easy to use software for both Head of Product bu ine a and con umer Josh Kohn Josh joined DebtBook in May 2020 as the Head of Client Operations, having Cc Founder previously worked at Passport Labs where he provided client focused technology and Head of solutions for municipalities across the country. Josh brings additional industry and Client operational expertise from his three years working at JP Morgan in Public Finance Operations Investment Banking after serving six years as an Officer in the United States Army. Kasey Harris Kasey joined DebtBook after 13 years of experience in public and private Head of accounting roles, most recently with CLA where she audited state and local Accounting government agencies. She is committed to providing more effective tools to local Services government professionals that are powerful and easy -to -use. Kasey is a Certified Public Accountant (CPA). Define your standard terms of payment. Net 30 Day 1 / of 50 Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Who is your competition in the marketplace? While DebtBook offers consolidated debt and lease management software, DebtBook's competitors are broken into one of two categorie Debt Management or Lea a Management Debt Management • Sympro by Emphasys • DBC Debt Manager by SS&C Technologie • Mun-Ease 1ease Management: • Lea eQuery • LeaseCrunch • EZLea e (Debt & Lease Managenignt in. One App icatio ; - DebtBook is proud to say that it has built an application that can beat the best application in Debt Management a well a the be t application in Lea a Management However, with DebtBook being the only organization able to offer both Debt AND Lease Management... DebtBook's solution is unmatched in the market. • Debt Management - DebtBook started as a Debt Management solution that was built by industry professionals for industry professionals. In other words, DebtBook's founding team took its experience in working with municipal and non-profit clients and combined it with ongoing client conversations to build a solution that eliminates errors while streamlining efficiencies. Whether a client is interested in seeing their Debt split by Type, Fund, Purpose, or Project or creating Year End Reporting Notes that meet GFOA Certificate of Achievement in Financial Reporting standards... DebtBook has created a solution that can do it all. • Lease Management With the introduction of the GASB 87 tandard it made en a for DebtBook to move into helping municipalities and non -profits manage their leases. While GASB 87 is focused on the reclassification of Operating and Capital Lea a we al o know that GASB 96 i next and will be focu ing on IT lea e A uch, DebtBook' ability to how forward looking lease schedules, deferred inflow of resources, custom charts, in addition to high level summaries of both the Lessee and the Le or ide of lea a make DebtBook' olution a truly unique offering in the market ,�oc "IEy try �z(�) Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 �&hite 01gveO boar i g - If we are not removing headaches we are doing something wrong. We are continually hearing from our clients how easy we have made the onboarding experience. Specifically, we take a process that many organizations have been hesitant to address (loading Debt and Leases into an application) and we do 90% of the work. The only ask of the local governments, school districts, higher education, and non -profits is going to be answering questions that a particular lease can't answer and confirming the details DebtBook has loaded into the application. This White Glove onboarding experience has truly become a differentiator for DebtBook. Sharing of Information - One of the benefits of a cloud hosted environment is that it can be accessed from anywhere. Whether staff is attending a City Council meeting or working from home... all of the information they need is available. Additionally, DebtBook understands the wide variety of individuals that are involved with the day to day operations including accountants, lawyers, financial advisors, and more. DebtBook's application encourages sharing access and maintaining a level of control over the information and data available. The local governments, school districts, higher education, and non -profits will maintain full control of their data through the use of role based access controls which will allow the local governments, school districts, higher education, and non -profits to assign read-only access to particular individuals and "Admin" access to other individuals. Flexible Solution - DebtBook understands that the needs of a University with an enrollment of 5,000 and a finance department of two people is vastly different than the needs of a City with a population of multiple millions and a finance department staffed by 50 people. As such, DebtBook has build a solution that meets the needs of organizations of all sizes. This can be seen in DebtBook functionality that on the surface may seem subtle but has a profound impact at the time of need. For example, on each page of DebtBook's application, staff members are able to export all of the details into a pre -formatted Excel spreadsheet. If a manager or City Council member were to ask about very specific leases, this functionality allows City staff to aggregate the leases and provide a report in minutes without sacrificing on details such as the forward looking lease schedules, deferred inflow of resources, underlying asset, lease asset, and more. This example of time savings serves both small and large municipalities alike. Describe how your company I market We are committed to ensuring the market is aware of this procurement and the resulting selection. As such, we have proposed two method for informing the market about the award but we would love the opportunity to engage with NCPA on additional method for distributing awareness. Whether this is a message distributed directly from NCPA or another successful method of distribution... we are willing to di cu anything Web ite o t Upon receiving an award from NCPA we will publi h a po t on our web ite that peak to NCPA' election of DebtBook. This post will link to NCPA's website and the underlying procurement that took place. The intent of this post is to inform buyer there i a new option for purcha ing while at the ame time providing credibility to the proce by pointing vi itor to the NCPA website. Saves Tears g treach - The more effective of the two methods we will use to promote this award is through our outreach team. This team i having conver ation on a daily ba i with municipalitie and procurement department and will be able to reference NCPA a a contracting mechanism at the appropriate time to the appropriate individuals. Describe how you intend to introduce NCPA to your company. Upon receiving an award there are three divisions of the organization that will need to be informed and trained on NCPA and how the award benefits our organization. Each of these groups have been highlighted below: Sales - The sales team is the most critical group that we need to inform of the award. As such, an hour long training will be held in which the team will be trained on the process that took place, what the award means, and how to communicate the award. DebtBook's Vice President of Sales has extensive experience working with NCPA and will be the individual leading all of the internal trainings. Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Client. O,pe - While Client Operations is not in the market actively seeking new contracts they are responsible for contract renewals. Therefore, this group needs to be aware of all contracting mechanisms including NCPA. In order to make them aware we will complete an hour long training to provide guidance on the process that took place, what the award means, and how the award can be communicated. Similar to the Sales training, this training will be led by the Vice President of Sales who has extensive experience working with NCPA. Legal - Finally, it will be important that the legal team is aware of this contract award and how we can incorporate the award into our standard documentation. A similar training as Sales and Client Operations will be completed with less of a focus on external messaging and more focused on documentation and processes. Describe your fiirm's capabilities and functionality of your on-Iline catallcg I ordering welbsite„ DebtBook does not offer any type of online catalog and/or ordering website for the purchasing of its application. The complex nature of our application lead to a more interactive ale proce ver u a traditional product that can be purcha ed via online catalog Describe your cornpany's Gustcuner Seirviice Department (hours of operation, nurnber of service centers, etc.) Plea a ee below for the propo ed upport capabilitie a ociated with the cope of ervice All upport will be handled by DebtBook staff. Self -Service Support Center - An inconspicuous part of DebtBook's application is.the vast database of video snippets and step by tep in truction that can be found within DebtBook' Support Center Thi Support Center can be acce ed 24/7/365 through the application and is constantly being updated as DebtBook's support team receives repetitive questions or as new product features are relea ed The Support Center can be earched u ing key word and the our client ' taff ha the opportunity to provide feedback a to whether the information provided was helpful or not. Dedicated Client 0 erations Manager - All technical support requests should be directed to the client's dedicated Client Operations Manager or to DebtBook' upport team at upport@debtbook com The a ca a are a igned to a Product Support Speciali t and prioritized based on the severity and visibility of the issue. Technical Support will attempt to troubleshoot the issue and provide a workaround olution, or it will file a defect in DebtBook' defect tracking y tem for remediation DebtBook will u e commercially reasonable efforts to respond to requests and problems that reflect the urgency of the resolution of a request. • Contact Method Direct Phone, Direct Email or Generic Email ( upport@dcblt)ook c rn) Generic Support Team In addition to the client' dedicated Client Operation Manager the local government, chool di trict , higher education, and non -profits will have the ability to interact with DebtBook's support team through either the real-time chat functionality within the application or the taff can end an email to upport@debtbook com The email and chat functionality are monitored Monday through Friday from 8:00 am to 8:00 pm EST. These contact methods can be used for either technical or non -technical a i tance Availability: Monday through Friday, 8:00 AM to 8 PM EST Contact Method In App Chat or Generic Email ( upport@debtbook com) In addition to the traditional upport li ted in the above ection , DebtBook ha 2 in hou a accountant with decade of experience in lease accounting, an individual who spent 20+ years running the financial structuring division for one of the worlds largest private equity firm , and a ubcontractor with an experti a in technology and experience working within municipalitie Plea a ee the "Qualifications and Experience" response for additional details on these individuals. Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Green initiatives s our (business grows, we want to irnake sure we minimize our impact on the IEarth's climate. We are taking every step we can to innpler nerat innovative and responsible environmental practices throughout IMCP -to reduce our carbon footprint, reduce waste, energy conservation, ensure efficient computing and much moire. To that effort we aslk respondents to provide their companies environmental Ipolicy and/or green Initiative. At this time, DebtBook does not have a defined environmental policy and/or green initiative. However, the nature of DebtBook's software offering leads to a very minimal carbon footprint as our solution is a completely cloud -based solution with the ability to complete implementation virtually. Additionally, DebtBook has chosen to work with partners such as Amazon Web Services who have significant environmental/green initiatives including a goal of operating on 100% renewable energy by 2025. Vendor Certifications (if applicalble) m lProvide a copy of all cuirireirnt' licenses, registrations and certifications issued by federal, state and (local agencies, and any other licenses, registrations or certifications froirmn any other governmental entity with jurisdiction, allowing respondent to Iperform the covered services including, but not limited to, licenses, registrations, or certifiicatiionns„ Certifications can include I BIE, HUB, and rnaunufactureir certifications for sales and service. Not Applicable. o5 (") Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Respondent shall perform and provide these products and®or services under the terms of this agreement. The supplier shall assist the end user with making a determination of their individual needs, Fa o, Allocation & Tracking of Obligations In the top right of the DebtBook application users will see three quick access buttons that allow for information to be filtered based on TYPE, FUND, and PURPOSE. Should there be a desire for a 4th filter DebtBook can add an additional filter which has frequently be used to filter by Project or Department. Below is a brief summary of these filters. TVpe Fund • This represents the credit type of a given obligation - This represents the funding source of a given obligation Each obligation has only one Type • Each obligation has at least one allocation, but can have • Examples: General Obligation, Revenue, Note multiple Fund splits. • Included in Payment Reporting allocation table • Examples: General Fund, Debt Service Fund, Water and Sewer Fund Purpose • Each obligation has at least one allocation, but can have multiple Purpose splits. • Included in Payment Reporting allocation table • Examples: Public Safety, Parks, Schools Split Across 4 Funds View Summary Amount Title Outstanding Par OOS4% Airport Fund $37S,000 > 8933% General Fund $62,100,000 > 05.01% Sewer Enterprise Fund $3,480,000 > 0513% Water Enterprise Fund $3,56S,000 > Totals $69,520,000 4th 012tion, - We have found that the wants and needs of local government, school districts, higher education, and non -profits can vary quite significantly. Therefore, we have a flexible fourth option for organizing information. This fourth option will be determined throughout the onboarding process. Additionally, DebtBook is able to show splits which highlight the individual allocations of particular obligations. For example, a 2017 General Obligation bond may be split across four different funds, six different purposes, and 26 different projects. By simply hovering over the individual 2017 GO Bond further definition tied to the various splits will be shown (similar to the image on the left) such as the Outstanding Par amount and the percentage of the split. If the staff is interested in seeing more details they can simply click the "View Summary" button within the pop-up or they can select TYPE, FUND, PURPOSE, PROJECT from the quick access buttons in the upper righthand corner of the screen (as shown within the Excel Exports section below). 00 ". tJ Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Excel Exports Within almost every page of DebtBook's application users have the ability to select the blue "Export Data" button (as shown in the image to the right). Upon selecting "Export Data" the information on the screen will automatically be exported into a pre -formatted Excel spreadsheet featuring the filters and numbers that are shown within the DebtBook application. In addition to the export being pre -formatted, the numbers will also be hardcoded and correct down the penny. Sharing of Access DebtBook does not charge a per seat license as a means of encouraging the local governments, school districts, higher education, and non -profits to invite anyone they believe may benefit from having access to the DebtBook application. This has historically been Financial Advisors, Accountants, Lawyers, Auditors, City Council Members, and many others. Using the "Manage Members" selection from the account settings our client's staff will have the ability to add and remove users as it sees fit. Adding a user is as simple as including their First Name, Last Name, Email Address, Title, and selecting the permission level the individual should be granted. Role -based Access Control DebtBook operates using three different role -based access controls. Below is a brief summary of these role -based access controls. Admin - Users can make all modifications in DebtBook including Add and Remove other u er , update payment reporting and update series descriptions and notes. • Member- Users can update payment reporting and update series descriptions and notes but are not able to add or remove other users. • Viewer U er have "read only" acce , meaning that they can see and download data but cannot change anything in your profile that would impact another u er' experience. Settings . Share f;�//� �d�� 6 Fund Purpose Protect Add user T"Irra o. p-ii atc,, Il7r.Ia,a con ir7na'M I°,•yrrr�hwausrs. Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Guests i;rl.alk­ :ak,u+Gulul l a 1 W 1 iU, V' Q° Oikollly i"ol k t%ll'hr oluullicrouus �uu V��a 0 n8u�',r�rVulrlo t i nio c, M illy ht oruoluuuu.iutu'rua IIa Lwoy, , m �wivaJ,0 tud rV �oao §, Ay+_omuovu! n,1 ,i, l.dlnich a ,^tlipa:r 3, a uuttuu"ilu cl,u�tr; p;$IoIlll.pr% pond ltuuudt consull,mis rraaxl', r,rlht ,,,'Ow hug ,iu ru wut vai ions u'i1nine, taro v, our ul puqinsus, D `QUu pamlu„t,sIoouils uu.wd �du::� ul H8Lt up its d uw ulupollnatuon do'lh, lu liolb,;6 v UII, soshailng access uo yniuu ,'6voa llli ult JIIa e and uwpmurla both yuuui rid Nfll'win ra:aultk-leuv ra lh O lho ui te�lill :riu tlh'rly'ir, u";lno 1 ` ou`u;:uuh-iuO Key Date Tracking Controlling Access You have the ability to limit and control your guests' access to your profile including the ability to limit access and/or temporarily or permanently revoke access to your DebtBook account. Manage Access to DebtBook, - This will add or remove their ability to view your profile but will not allow them to view your Reporting Notes, Payment Reporting Pages or remove their contact information from your li t of professionals. You can easily turn access back on later. Managg_6ccess to Reporting - This will remove their ability to view your Reporting Notes and payment Reporting pages but will not remove their remove their ability to view your profile or their contact information from your list of professionals. You can easily turn access back on later. Manage Access to Milestones - This will remove their ability to view your Mile tone chart that you ee on the Dashboard. You can easily turn access back on later. w Re o - This will permanently remove their access and delete their contact information from your list of professionals. You will need to select "Add Associate" if you want to add them later. Within the DebtBook application there are numerous ways to track key dates including on an individual issue basis or on a more aggregate level. Key dates DebtBook recommends including within the application include Arbitrage Reports, Call Dates, Continuing Disclosures, and Payment Dates. However, DebtBook has the ability to configure the information being tracked with any unique configurations to ensure any unique aspects of the local governments, school districts, higher education, and non-profits's environment accounted for. The below images show the collapsed Milestones functionality and the expanded Milestones functionality. Within the expanded Milestones functionality, staff will be able to see the quantity of obligations that require action as well as being able to select into the summary to be taken to the exact details associated with the reminder. Milestones luu w, I2M1))O 2021 7yp® 9/300/ 021 i/3V2021 3/31/✓`022 Nbitrage Reports Call Dates Continuing Disclosure •r Other YY Payrrrenr. DKes l 9130720M UU 12/3V2021 3/31/2022 Via,^ a "? Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Millestaarne^s < 'Vur,V a,10"n lVpe Arbftd.+ge Ir'kepwts P:a P Dates utirulnliiuruuouul„Lhscwsuire ^° Ore.l er 9/30021 2021 12/3V2021 IPa ymmvm.r^ur'.Irlx emr r ; MI wftlllr e rcuhH anmPruau a rflum ... ... ....... .d ...„ __._._. __.... ! 02, A qi illfiltl¢^ullr l4v,.a�w iizM.n cru..u,. � r �u�ultr;tra IIRIph n4r11�„rarlumrsdI.I .. P. e.,_,...... _. ,,...,,.. ....... ........ 1114CPsOaw ra A g3r,4an rN due s'°tayca e ur. �tr7 J 4�„rxur„r o[ 11PaaolPuGoenw dfigamti��a�amn Yw^orN dp ar P' urposp 11 naru "fu Loank% wr nri , V F,A, 3/3M2022 iY S N 31, 13u,AWIrde rvltaOB,gaOorrm d!um 1r arY C apmwJ I,npcvvtiro^,nI'. I ev 4f 11, Bond I I" PdV1'1Vnr lalialrllah arf:�91y unlurrv„ r;'4au�I:,p 0, If there is interest in viewing particular Milestones in the future or in the past individuals have the ability to navigate forward or backward using the navigational buttons in the upper right and upper left of the feature. Additionally, if staff is interested in seeing key dates in more of a table format, DebtBook has summarized upcoming Milestones directly below the calendar summary (pictured above) in a table format organized in chronological order. Finally, local governments, school districts, higher education, non -profits and supplemental staff have the ability to set individual custom reminders based on the activities they are interested in. For example, if one individual is specifically focused on payments they can elect to only receive email reminders for the payment date notices. However, if someone is interested in being reminded of all activities they can select to receive the email reminders for each and. every notice. Exportable Year End Audit Notes DebtBook's application is organized in such a way that it allows staff to generate detailed notes for the Long -Term Debt or Leases portion of the local governments, school districts, higher education, and non-profits's financial statements automatically from the debt profile in preparation for year end financial reporting. Most importantly, the reporting export meets the GFOA Certificate of Achievement for Excellence in Financial Reporting Standards. Comprehensive User Guides If any user of the application has a question about a particular feature they can immediately access the DebtBook Support Center via the chat functionality in the bottom right corner of the screen. This chat functionality features a search bar or the ability to chat directly with DebtBook staff. Responses to the searches completed via the search bar feature in depth User Guides with video snippets and step by step instructions on how to use a particular feature. At any point our client's staff can reach out to its dedicated Client Operations Manager for additional clarification. I " Yd c� 25 1,)1 50 Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Individual & Aggregate Obligation Reporting At its simplest form DebtBook is breaking down the details associated with individual obligations and providing them in an easily digestible format. Then DebtBook layered on the ability to aggregate the individual obligations and view them based on their individual allocations between Type, Fund, Purpose, and Project. On top of both the individual and aggregate reporting DebtBook then added additional functionality such as the sharing of access, email notifications, and more. Region 14 ESC on behalf of the National Coorieri.:atave; Purchasing Affiance as soliciting a cordract that can provide agencies wfth a coropre hensivee prograrn to manage all of their debt and lease obligations including praoviding programs to assury a:rbm'Hance', orath overrrrrrc. ntaf Acc;rrunting tand'arrYs 1.::3 rarrd (GASB) 87, DebtBook has taken deliberate steps to ensure the application it has created allows for local governments, school districts, higher education, and non -profits not only meet GFOA Certificate of Achievement for Excellence in Financial Reporting standards but also meet the newly created GASB 87 standard. These steps have been highlighted below. External Auditors Throughout the creation of DebtBook's application, DebtBook has been working with three external accounting firms to receive guidance on the GASB 87 standard and the various nuances associated with ensuring compliance. This iterative process with multiple third parties was designed to ensure the outcomes of DebtBook's application meet the GASB 87 standard while also minimizing the chance of errors throughout the input process. Logic Based Decision Trees One of the largest tasks associated with becoming compliant with the GASB 87 standard is the interpretation of various lease aspects and their applicability to the GASB 87 standard. Therefore, DebtBook has created a logic based decision tree to be used throughout the lease input process as a means of minimizing the chance of errors throughout the input process. Rather than providing our clients with a bunch of blank field to be entered DebtBook provides a dynamic application that minimizes free -entry forms and removes irrelevant fields based on previous entries. Please note that the initial entry of lease details into the application will be completed by the DebtBook onboarding team. The above description is relevant to our clients should they have supplemental leases they would like to add to the application. Highlighted Leases Everything DebtBook does is designed to increase transparency and provide clarity. Therefore, with each lease that is loaded into the application, DebtBook will highlight the lease with key details such as payment dates, purchase options, underlying assets, and more so our clients can quickly and easily find the underlying information that was pulled from the lease and loaded into the application. The markups on the underlying lease will not only help DebtBook's clients but also the supporting staff working with the clients including accountants/auditors. Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Rer::apondents should be able to provide services for all leases and rather debt brio duc:ts in order to assist agencies s in rrainirrsR�.°irag their costs associated with the, debt produc bs and assure their cornpliran¢: e with all federalstate and local laws, M anagernent cif these debts and leases aria st include a a.^OF::xar°Ny defined l:arogrparra to a.p,sa.ara; rcrrrr,a'aaraave urvtth all atapldc;alalara laws and standards. s. DebtBook is staffed by industry professionals including Certified Financial Advisors, Accountants, Modeling Experts, and others. The experience of these individuals in addition to the three outside accounting firms DebtBook works with (mentioned above) ensure all reporting and exports are accurate to the penny and meet the applicable laws and standards. In fact, in about 80% of DebtBook's implementations DebtBook has been able to identify an error in the documentation provided by our clients. Onboarding/Implementation Process One of the large t challenge a ociated with becoming GASB 87 compliant i tied to the data analy i and entry that will eventually be aggregated in the form of a year end financial report. Therefore, DebtBook wanted to take a little additional time expanding upon its implementation proce and everything it doe to en ure a mooth and painle implementation The below quote highlight ome of the commentary DebtBook has received specific to its implementation process. Step & Re pon ibilitie During Implementalion The DebtBook onboarding proce take place via 4 primary tep 1. DebtBook will pull all public information related to debt from Emma.com and begin the process of entering the information into the application 2. As this happen, DebtBook will as the local governments, school districts, higher education, and non -profits to load all additional information including plit and all relevant lea a into a Box com link 3. Once the debt information is ready to be viewed DebtBook will present the profile to the local governments, school districts, higher education, and non profit for final approval 4. While the work is being finalized on the debt obligations DebtBook's internal team will also be digging through each of the lea a and aggregating all the information relevant to the GASB 87 tandard Thi information include detail uch a termination clauses, purchase options, residual value, end dates, and more. 5 DebtBook will then load the relevant information into the application All lea a will be initially uploaded within in an "unverified". 6 DebtBook will ho t weekly call with the local government , chool di trict , higher education, and non profit to confirm the work completed by DebtBook and change the status from "unverified" to "verified" 7 Once all the uploaded information ha been verified the application i ready for u e! On average, the review and confirmation proce will take approximately 5 hour of call time for the Debt Implementation in addition to approximately 5 hours of call time for the Lease Implementation and can be completed in as short or as long of a timeframe as the local government , chool di trict , higher education, and non profit would like Call time will take place via video conferencing with 0 on -site time required. Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Implementation Timeline - DebtBook's Client Operations Team ("Client Ops") will lead the ocal governments, school districts, higher education, and non -profits through the implementation process. We do not rely on any external business partners for implementation however the local governments, school districts, higher education, and 4 aw [per Week non -profits are welcome to invite any external professionals (Accountant, Municipal Advisor, Lawyer) it believes would like to be included in onboarding. The Client Ops team will host one (1) 45 minute call a week for approximately 4-5 4 im 5 weeks for Debt Implementation and (1) 45 minute call a week for 5-6 weeks for Lease Implementation. After implementation Client Ops is always available through Intercom, Weeks (Approx. Cnboa a ing l ionre) Support@DebtBook.com, and your assigned Client Ops Manager. Additionally, the DebtBook support center is available 24/7 with articles designed to help you get the most out of the DebtBook platform. Continued Training - DebtBook provides a variety of training throughout the implementation process including personalize training from the client's dedicated Client Operation Manager. Beyond implementation, DebtBook offers self service instructional videos and descriptions natively within the application. Finally, at any time during the client's contract with DebtBook, the client will have the direct phone number and email of the client's dedicated Client Operations Representative to ask questions and/or request further training. Adding Additional Leases, - The lease onboarding experience is designed to New Lease I assist the local governments, school districts, higher education, and non -profits with the uploading and classifying of leases (based on GASB 87 standards). However, DebtBook knows that a one-time upload of leases isn't sufficient for the ongoing management of a client's leases. Therefore, DebtBook has added self-service tooling that will enable staff to manage the implementation of individual leases without the need for DebtBook's involvement. _ � n Furthermore, DebtBook' "New Lea e" functionality will walk tall through a logic ba ed deci ion tree that will reduce the likelihood of mistakes being made during the future upload of leases. As users enter lease details they will be provided drop downs and new information will appear or di appear depending on the original election made Implementation & Ongoing Support The Client Operation Team exi t to an wer any que tion the local government , chool districts, higher education, and non -profits may have and guarantee the best possible DebtBook experience for the client and its variou profe ional partner Additionally, the Ieht�Skppori Center i available 24/7 with helpful article to help you get more out of the DebtBook Platform. Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 bosh Ikzlhn C,lo Mantovard �� %/' Brendan Head of Client % Client Ops � � 941annlon Ops !; Manager Client Ops Manager Implementation Get Clieuroas up and raunNng fast • Aggregate Chant P:rrofiile a ocu.uur entatii in • Provide Inklal dara uphaaad and vaafidmsoro • Provide iniP.iA setu.alla and trainu ng for new Clients Client Success • Primary Client conduct • Responsifale for I'rualisstic Client satisfaction • Tracks outstanding request from Clients • Provides vraire of the Client. Internally to flee rest of organization ri Team's Experience PP .Josh is a Co-F ourtrdw,r arid the Head of Client Operations at Debtftclk. After :six years of operational planning and management experience as a U.S. Arrray Officer. Josh wall at JPMorggran in Public Finance Pnvesmeat Banking serving gover'nrment entities in the ,sout.t east and rnidww!est In 2018 Josh joined Passpert Laths, inc:, as a Prradauct, Manager leading &,velopa'rrent of their Transit and Mobility Enforcerment practice. Josh, Joined DebtBook leveraging his opefational, financial and taachnalogy experience! to provide a world class debt and lease rmanagermwit experience for our Clients. Gin is a Client Operations Manatler at DebtBook After spending over d years in the US Army, he wvork(.ad with Prudential as a Project Manager impiernentinq the IF'Ift516/C4.""C8a42lease accounfincg prlir_y, fits Client Sunces.. expedence includes as a FairgxAear of Client Experience with J1...L hefeana joining Cisco Systems as a Client Success P'royguarm Manager. Glau graduated frorm Pace t.dniveiis sty with a tgarhetov's degree in Business Management and has an MBA frorn Saint Peteu°s Unive r,sRy, where file is currently completing a masters in eaccounfinCg User Support • Provide tirnely and complete Mara updates upon request • Provide cornprOwnsive tr<air'ring and answers to new and existing users • Documents requests for- new functionality • Cointlnuaouas,ly pubii^ Ines new user guides Brendan is a Cllcnf Operations Manager at faebtB aeak He has teu'a year's of experience wwking In Cifigroup's Public Finance Division where he worked with a variety of rnuniripat issuers across a variety of sectors including utility and infuraastr'ucdure, transportation, higher education and ,slate and Iracmi government priunarRy in the Mid-rAffantic Regions. In addition to the client's dedicated Client Ops Representative, the local governments, school districts, higher education, and non- profits will also have access to DebtBook's In-App support, self-service tooling, maintenance & release notes, and ongoing education. Below, DebtBook has provided further clarity on these topics. "Send a Message" - When a user selects the "Send us a Message" Start another conversation button (seen in the image to the left) it will open up a chat window and rr l,aly deer allow the local governments, school districts, higher education, and non- � , 09A few amuinauaes profits or any other staff the ability to engage directly with DebtBook's Client Ops staff. The client can use this chat for everything from simple > sun( - 0 functional questions to more complex setup questions. Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 lipd Your Answer Now' - This conspicuous search function provides you access to DebtBook's library of resources including administrative items such as why two factor authentication is important to more role specific information such as what an embedded lease is and why it is important. This resource has information added to it on a weekly basis. Find your answer now 5Irr:1a1 11 (jr,..ji 14 i w 1<..-, U Self Service Toofin,g= The lease onboarding experience is designed to assist the local governments, school districts, higher education, and non -profits with the uploading and classifying of leases (based on GASB 87 standards). However, DebtBook knows that a one- time upload of leases isn't sufficient for the ongoing management of a client's leases. Therefore, DebtBook has added self-service tooling that will enable staff to manage the implementation of individual leases without the need for DebtBook's involvement. Furthermore, DebtBook's "New Lease" functionality will walk staff through a logic based decision tree that will reduce the likelihood of mistakes being made during the future upload of leases. As users enter lease details they will be provided drop downs and new information will appear or disappear depending on the original selections made. Ongoing, Education - DebtBook is dedicated to providing resources and information that help our clients and others throughout the indu try tay informed and educated Information uch a "What i an embedded lea a?" and "Planning and Preparing for GASB 87 A Step -by -Step Guide" are included on DebtBook's blog to provide need to know information that is directly relevant to our client's day to day operation Below, i a ample of DebtBook' two mo t recent blog po t geared toward lea e Planning and Preparing for GASB 87 A Step -by -Step Guide vu:w�w r'w..r c,rn. uu n„, nr�m v;*npoi�:.so+µ i.u'u,i�,n•„ aem�rrramrv. e�:�:pnr�p �rn:mput*d :r:wa'ruw,. �:.r,iner„,wvn�m in„es�u!uuo:u,ui�,wa ,u,mu „w-r.a.m weM.w "car�+re w..o-�.v'xarN y,lv u.a rvirru „vwrnr.tv<w.m+m 1'elu��n opivq:l4+VMwx»•xrm v�.n fS.rvry+v�ire�. t': i�inrr'i� march 15 2G21 What is an embedded lease? w rrvr�Po P 4 n .nr n IArtlr omsatl Wq),4W n ''t,nM rr✓ i. �.. ,t•^„Vr r wn � 'ovl rr fy . Im I:,pry:�a.vv rrr �,I nx of :.V, uo I .0 rv. Y..a tl + �vrn Uhsrv,t v. v II Or, I:mry r I a ]av v , vire�e r„+� a I,. n a„.ro 6 rv. s:ulxtl Iwux VI .�,rrr e yvV a rr«,~m v r •,9'x'.a^„:lrnvro, Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 New Pmduct Meng .ommunic ,0 - DebtBook maintains a regular new product update/release cadence with a new release coming every few weeks. The timing of the release may vary based on the scope of the release but each release comes with three main forms of communication: Release Notes Email, User Guides, and Office Hours. The below two images are a sample of a Release Notes Email that was sent to existing clients in April 2021. Within this Release Notes Email, each individual quote is highlighted with a brief description of the new/updated feature with some features having a brief video snipped highlighting what the new flow looks like within the application. Additionally, individuals who receive the email will be able to click on hyperlinks within the email to see additional information about the feature. Milestones &fop ntsuuae' crui0.QQmum!aiiGraa'mimp uM+,ueCfle­u a*vai mitt^u va C,m0.mak Guro yraaau`rJa*hrr lvrtu:rfiVlr on ,ova ireArra;ruua tionelii"'.PPolermarrrnlll.w+:rezed mama plur^ YJoasluob nmtt llr,,ge Oyom,r Carrah"uQe,. Ykre a:camdmrrt'rr, ttirDm BAnVealru!'roe emrix m�e„nu'�rpe.alll Olereu3.. aiv9l4'"�,ymmm;meu'IIIDark'�rvw tiM!v10v tiaYaY'tl0.'imur,nl;er:flVrunea dauo'uell�auvall G;BQ:xmi rrvi'r7Mu ^.la',4rpu°r. 'e�lua u ;.<rf � c Ir oa air Y4Cdr',vlr: - : too cr,orueiot oa,,pirr P,Inrmcr„„Cy 0.1am' , :( i ' c:e. ` �ulllu,�provett Payiinlent Relllicloilfming Release Notes YprdapmwttC ayorrnnd, oepaaur4oiq Pihi,ro.la r„aopyo �llh rue^nve Neaiuve.9 wpwvode rmorare ppP'nomw8wmx.uanQ.m'rC aaraeu Cuvprro0.' p�rryr mkrvd'Qomamu.roq Dadyirnavua Auvrrai.urt¢lr.l7myram�rd mR'raD xallva^,rtPi.oQmut mim,l'Ir 202 D tiuru"u ntt vrwoill bir, dyvoaruvvr.aCly amw att •r➢ ac oar , fuii Ws raur a purrcagrarr0.lap i all bab, VloiJt wr mv:fin erno ono*, odour be oai wr:e by aidIl4 onn u0a= aOPrar,,,A'' :�uoo As V diroil C dy.'Mcuo,I dam 131'10 re:rw ,„e­dAc,layurvneurtta Ilny.anar',P,los"oll}eA,ttV*oma gh Qlle Date il,mr l'fVkmrv.'VCrc. Ql[.6mxJii, r:aV,.a+,wlalapa!P'nir.otru:iR usvm t0' orniug,V dP e"I" ,rn1 t 0 Am eaa VlPd In ,Mace oaciir.Po Fyn of aoi rttoa of irllher rPeaD!w adrra Ihu mw, lveeru Ol.^,irdV ar aw�rml, darn ue I J,a Jw:P yra cam If„arJiol p�.o a ewV,'um a ur ura:oe ewirom II':agroor'. sns,ussoo 's Nmsue W'Gppw"'nd e", IF.achond odlluu�r6 i�rsirm GorDrakuYPwnla rmmoaurrs aIlriau u:aD0.rumm,ouiru 5raurlemd edarwtfho, appfics.eio maura,,uHvomdr„,aVp;,ps.&'lic^wa^Adlled:aru CDweoviewr tailpad The osoueIdeeail: kr pi ovide a p„ta W uC;ice MIefe dill r0joeyl I, aco Cr,nuaar �ian he lmowodeiOi, PosiooisrmAyPwr,,,orfiawd+„«rrnrnlrydevrVPralnnwgi,,e bmkground ;urn 0,,, ksua,oce tiehid, Vttrspoell';auARalblepm'a.Nasenr;,aarVazrr a+V'M Pl i,oni ds winatM ew0h Ulm psmuoe broloe.in out My,acc awriVallhx ar,Vr,rm. A.6mh5 I,r> All ra^4,Hecw ducivilielilt, Pttuorreu�rollr rru 4rlue u.„dbuaena¢4ludup t:Prlrauu0a9 Qac as ur'uaPver mP'i, r„aa+rn'p Prar0.'+e W;paraVareP.mrrrr slavog.v Vh"'Pi olol f,°:,Id oA by nn;crn Pwo+r. aP 0.'Bre tewou Il loan ;rwiaid'arR'aVe O'rar muasvrr. oar rw rcwo ¢Iry rsurd@;,ov cOror `� _. I _ . Theres more... One such hyperlink that appears within the release notes, or shortly after the release, is the specific functionality's User Guide. These User Guides can be accessed via the application's Support Center/Chat Functionality and highlight a more comprehensive summary of how the individual feature works and the intent behind making the feature available. The screenshot to the right is the User Guide for the "Milestones" functionality that was highlighted in the Release Notes Email. The graphic at the bottom of the screenshot is a moving gif which shows an individual interacting with the new functionality. Additionally, if the user were to scroll there would be additional information including the ability to contact a support representative should there be any additional questions associated with the new/updated feature. Finally, DebtBook maintains recurring "Office Hours" which are predetermined times in which the Client Operations team briefly highlights new features and/or common questions while also allowing time for questions and general conversation. These meetings take place at two different times throughout each month and different dates and times to better enable busy schedules. We highly encourage the local governments, school districts, higher education, and non -profits to consider attending these "Office Hours" as a means of learning more about the application. If the New Release Emails, User Guide, or Office Hours don't get the client the answer it is looking for the client can always reach out to its dedicated Client Operations Representative to have a more personalized conversation. The client will have the direct phone number and email of it's dedicated Client Operations Representative Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 normal course of business that is not included in the scope of the solicitation that you think will enhance and add value to this contract for Region 14 ESC and all NCPA participating entities. DebtBook's application is specifically built to address both Debt and Lease management within a single consolidated profile. As such, DebtBook feels as if its application fits the exact ask of this request for procurement and does not have any value added products and services to add. Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 H t, t tv .....' i, the -Vendor, am in compliance with all applicahle standards, orders or regulations issued pursuant to the Clean Air Act of 1970, as Amended (42 U.S. C. 1f157 (it), Section 5U8 of the Clean Vlrater Act, as amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 C PIZ Part 15 as required under OM 8 Circular A-102, Attachment O, Paragraph 14 (1) regarding reporting violations to the grantor agency and to the United States Environment Protection Agency Assistant Administratorfor the Pnforcement. I hereby further certify that my company has not been debarred, suspended or otherwise ineligible for participation in Federal Assistance programs under Executive Order 12549, "Debarnienland Suspension", as described in the Federal Register and Rules and Regulations Potential Vendor Fifth Asset, Inc. d/b/a DeblBook Print Name Tom Wiese Address 1920 Abbott Street STE 3D3 City, Sate, Zip Charlotte, NC 28203 f♦ _ ...... .......� Authorized signaLcre / , Date July 21, 2021 Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Contractor Certification Contractor's Employment Eligibility By entering the contract, Contractor warrants compliance with the Federal Immigration and Nationality Act (FINA), and all other federal and state immigration laws and regulations. The Contractor further warrants that it is in compliance with the various state statues of the states it is will operate this contract in. Participating Government Entities including School Districts may request verification of compliance from any Contractor or subcontractor performing work under this Contract. These Entities reserve the right to confirm compliance in accordance with applicable laws. Should the Participating Entities suspect or find that the Contractor or any of its subcontractors are not in compliance, they may pursue any and all remedies allowed by law, including, but not limited to: suspension of work, termination of the Contract for default, and suspension and/or debarment of the Contractor. Ali costs necessary to verify compliance are the responsibility of the Contractor. The offeror complies and maintains compliance with the appropriate statutes which requires compliance with federal immigration laws by State employers, State contractors and State subcontractors in accordance with the E-Verify Employee Eligibility Verification Program. Contractor shall comply with governing board policy of the NCPA Participating entities in which work is being performed Fingerprint & Background Checks If required to provide services on school district property at least five (5) times during a month, contractor shall submit a full set of fingerprints to the school district if requested of each person or employee who may provide such service. Alternately, the school district may fingerprint those persons or employees. An exception to this requirement may be made as authorized in Governing Board policy. The district shall conduct a fingerprint check in accordance with the appropriate state and federal laws of all contractors, subcontractors or vendors and their employees for which fingerprints are submitted to the district. Contractor, subcontractors, vendors and their employees shall not provide services on school district properties until authorized by the District. The offeror shall comply with fingerprinting requirements in accordance with appropriate statutes in the state in which the work is being performed unless otherwise exempted. Contractor shall comply with governing board policy in the school district or Participating Entity in which work is being performed Business Operations in Sudan, Iran In accordance with A.R.S. 35-391 and A.R.S. 35-393, the Contractor hereby certifies that the contractor does not have scrutinized business operations in Sudan and/or Iran. Authorized signature Date July 21, 2021 Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 I affirm under penalty of perjury of the laws of the State of Texas that: (1) 1 am duly authorized to execute this contract on my own behalf or on behalf of the company, corporation, firm, partnership or individual (Company) listed below; (2) In connection with this bid, neither I nor any representative of the Company has violated any provision of the Texas Free Enterprise and Antitrust Act, Tex. Bus. & Comm. Code Chapter 15; (3) In connection with this bid, neither I nor any representative of the Company has violated any federal antitrust law; and (4) Neither I nor any representative of the Company has directly or indirectly communicated any of the contents of this bid to a competitor of the Company or any other company, corporation, firm, partnership or individual engaged in the same line of business as the Company. Company name Fifth Asset, Inc. d/b/a DebtBook Address 1920 Abbott Street S`I'E 303 City/State/Zip Charlotte, North Carolina 28203 Telephone No. (817) 307-1181 Fax No. Ismail address Printed name Position with company to.wiese@debtbook.com Tom Wiese Vice President, Sales Authorized signature 1'YL r Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Re uilred Clauses for Federal Funds Certifications Participating Agencies may elect to use federal funds to purchase under the Master Agreement. The following certifications and provisions may be required and apply when a Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency's subcontractors shall contain the procurement provisions of Appendix II to Part 200, as applicable. APPENDIX II TO 2 CFR PART 200 (A) Contracts for more than the simplified acquisition threshold currently set at $150,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract" in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 CFR 12319,12935, 3 CFR Part,1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. (D) Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non -Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non- Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 for compliance with the Copeland "Anti-lGckback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non -Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. (F) Rights to Inventions Made Under a Contract or Agreement. If the Federal award meets the definition of "funding agreement' under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended— Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non - Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401- 7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251-1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA). (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the OMB guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Camp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. (1) Byrd Anti -Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports or quarterly or annual financial reports, as applicable, and all other pending matters are closed. CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance with the Energy Policy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part18). CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. Docusign Envelope ID: 9578C15B-076E-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 ACCESS TO RECORDS AND REPORTS Contractor agrees to: Maintain all books, records, accounts and reports required under this Contract for a period of not less than three (3) years after the date of termination or expiration of this Contract or any extensions thereof except in the event of litigation or settlement of claims arising from the performance of this Contract, in which case Contractor agrees to maintain same until Public Agency, the FTA Administrator, the Comptroller General, or any of their duly authorized representatives, have disposed of all such litigation, appeals, claims or exceptions related thereto. b) Permit any of the foregoing parties to inspect all work, materials, payrolls, and other data and records with regard to the Project, and to audit the books, records, and accounts with regard to the Project and to reproduce by any means whatsoever or to copy excerpts and transcriptions as reasonably needed for the purpose of audit and examination. FTA does not require the inclusion of these requirements of Article 1.01 in subcontracts. Reference 49 CFR 1 & 39 (i)(11). CIVIL RIGHTS / TITLE VI REQUIREMENTS Dion-di2crimina ion,. In accordance with Title VI of the Civil Rights Act of 1964, as amended, 42 U.S.C. § 2000d, Section 303 of the Age Discrimination Act of 1975, as amended, 42 U.S.C. § 6102, Section 202 of the Americans with Disabilities Act of 1990, as amended, 42 U.S.C. § 12132, and Federal Transit Law at 49 U.S.C. § 5332, Contractor or subcontractor agrees that it will not discriminate against any employee or applicant for employment because of race, color, creed, national origin, sex, marital status age, or disability. In addition, Contractor agrees to comply with applicable Federal implementing regulations and other implementing requirements FTA may issue. 2) Equal Employment Opportunity . The following Equal Employment Opportunity requirements apply to this Contract: Race Color Creed National Origin, Sex. In accordance with Title VII of the Civil Rights Act, as amended, 42 U.S.C. § 2000e, and Federal Transit Law at 49 U.S.C. § 5332, the Contractor agrees to comply with all applicable Equal Employment Opportunity requirements of U.S. Dept. of Labor regulations, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor, 41 CFR, Parts 60 et seq.• and with any applicable Federal statutes, executive orders, regulations, and Federal policies that may in the future affect construction activities undertaken in the course of this Project. Contractor agrees to take affirmative action to ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, creed, national origin, sex, marital status, or age. Such action shall include, but not be limited to, the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation; and selection for training, including apprenticeship. In addition, Contractor agrees to comply with any implementing requirements FTA may issue. Age. In accordance with the Age Discrimination in Employment Act (ADEA) of 1967, as amended, 29 U.S.C. Sections 621 through 634, and Equal Employment Opportunity Commission (EEOC) implementing regulations, "Age Discrimination in Employment Act', 29 CFR Part 1625, prohibit employment discrimination by Contractor against individuals on the basis of age, including present and prospective �JI Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 employees. In addition, Contractor agrees to comply with any implementing requirements FTA may issue. Disabilities. In accordance with Section 102 of the Americans with Disabilities Act of 1990, as amended (ADA), 42 U.S.C. Sections 12101 etseq., prohibits discrimination against qualified individuals with disabilities in programs, activities, and services, and imposes specific requirements on public and private entities. Contractor agrees that it will comply with the requirements of the Equal Employment Opportunity Commission (EEOC), "Regulations to Implement the Equal Employment Provisions of the Americans with Disabilities Act," 29 CFR, Part 1630, pertaining to employment of persons with disabilities and with their responsibilities under Titles I through V of the ADA in employment, public services, public accommodations, telecommunications, and other provisions. Se re ated Facilities. Contractor certifies that their company does not and will not maintain or provide for their employees any segregated facilities at any of their establishments, and that they do not and will not permit their employees to perform their services at any location under the Contractor's control where segregated facilities are maintained. As used in this certification the term "segregated facilities" means any waiting rooms, work areas, restrooms and washrooms, restaurants and other eating areas, parking lots, drinking fountains, recreation or entertainment areas, transportation, and housing facilities provided for employees which are segregated by explicit directive or are in fact segregated on the basis of race, color, religion or national origin because of habit, local custom, or otherwise. Contractor agrees that a breach of this certification will be a violation of this Civil Rights clause. 3) Solicitations for Subcontracts )ncludina Procurements of Materials and Equipment. In all solicitations, either by competitive bidding or negotiation, made by Contractor for work to be performed under a subcontract, including procurements of materials or leases of equipment, each potential subcontractor or supplier shall be notified by Contractor of Contractor's obligations under this Contract and the regulations relative to non-discrimination on the grounds of race, color, creed, sex, disability, age or national origin. 4) 'Sanctions of Non -Corn lia ian g. In the event of Contractor's non-compliance with the non-discrimination provisions of this Contract, Public Agency shall impose such Contract sanctions as it or the FTA may determine to be appropriate, including, but not limited to: 1) Withholding of payments to Contractor under the Contract until Contractor complies, and/or; 2) Cancellation, termination or suspension of the Contract, in whole or in part. Contractor agrees to include the. requirements of this clause in each subcontract financed in whole or in part with Federal assistance provided by FTA, modified only if necessary to identify the affected parties. DISADVANTAGED BUSINESS PARTICIPATION This Contract is subject to the requirements of Title 49, Code of Federal Regulations, Part 26, "Participation by Disadvantaged Business Enterprises in Department of Transportation Financial Assistance Programs', therefore, it is the policy of the Department of Transportation (DOT) to ensure that Disadvantaged Business Enterprises (DBEs), as defined in 49 CFR Part 26, have an equal opportunity to receive and participate in the performance of DOT -assisted contracts. Non -Discrimination Assurances. Contractor or subcontractor shall not discriminate on the basis of race, color, national origin, or sex in the performance of this Contract. Contractor shall carry out all applicablerequirements of 49 CFR Part 26 in the award and administration of DOT -assisted contracts. Failure by Contractor to carry out these requirements is a material breach of this Contract, which may result in the termination of this Contract or other such remedy as public agency deems appropriate. Each subcontract Contractor signs with a subcontractor must include the assurance in this paragraph. (See 49 CFR 26.13(b)). > a q o it 6 cif ,'->0 Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Pram t Pa ment. Contractor is required to pay each subcontractor performing Work under this prime Contract for satisfactory performance of that work no later than thirty (30) days after Contractor's receipt of payment for that Work from public agency. In addition, Contractor is required to return any retainage payments to those subcontractors within thirty (30) days after the subcontractor's work related to this Contract is satisfactorily completed and any liens have been secured. Any delay or postponement of payment from the above time frames may occur only for good cause following written approval of public agency. This clause applies to both DBE and non -DBE subcontractors. Contractor must promptly notify public agency whenever a DBE subcontractor performing Work related to this Contract is terminated or fails to complete its Work, and must make good faith efforts to engage another DBE subcontractor to perform at least the same amount of work. Contractor may not terminate any DBE subcontractor and perform that Work through its own forces, or those of an affiliate, without prior written consent of public agency. 3) DBE 'pro ram, In connection with the performance of this Contract, Contractor will cooperate with public agency in meeting its commitments and goals to ensure that DBEs shall have the maximum practicable opportunity to compete for subcontract work, regardless of whether a contract goal is set for this Contract. Contractor agrees to use good faith efforts to carry out a policy in the award of its subcontracts, agent agreements, and procurement contracts which will, to the fullest extent, utilize DBEs consistent with the efficient performance of the Contract. ENERGY CONSERVATION REQUIREMENTS Contractor agrees to comply with mandatory standards and policies relating to energy efficiency which are contained in the State energy conservation plans issued under the Energy Policy and Conservation Act, as amended, 42 U.S.C. Sections 6321 etseq_ and 41 CFR Part 301-10. FEDERAL CHANGES Contractor shall at all times comply with all applicable FTA regulations, policies, procedures and directives, including without limitation those listed directly or by reference in the Contract between public agency and the FTA, as they may be amended or promulgated from time to time during the term of this contract. Contractor's failure to so comply shall constitute a material breach of this Contract. INCORPORATION OF FEDERAL TRANSIT ADMINISTRATION (FTA)TERMS The provisions include, in part, certain Standard Terms and Conditions required by the U.S. Department of Transportation (DOT), whether or not expressly set forth in the preceding Contract provisions. All contractual provisions required by the DOT, as set forth in the most current FTA Circular 4220.11', dated November 1, 2008, are hereby incorporated by reference. Anything to the contrary herein notwithstanding, all FTA mandated terms shall be deemed to control in the event of a conflict with other provisions contained in this Contract. Contractor agrees not to perform any act, fail to perform any act, or refuse to comply with any public agency requests that would cause public agency to be in violation of the FTA terms and conditions. NO FEDERAL GOVERNMENT OBLIGATIONS TO THIRD PARTIES Agency and Contractor acknowledge and agree that, absent the Federal Government's express written consent and notwithstanding any concurrence by the Federal Government in or approval of the solicitation or award of the underlying Contract, the Federal Government is not a party to this Contract and shall not be subject to any obligations or liabilities to agency, Contractor, or any other party (whether or not a party to that contract) pertaining to any matter resulting from the underlying Contract. Docusign Envelope ID: 9578Cl5B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 Contractor agrees to include the above clause in each subcontract financed in whole or in part with federal assistance provided by the FTA. It is further agreed that the clause shall not be modified, except to identify the subcontractor who will be subject to its provisions. PROGRAM FRAUD AND FALSE OR FRAUDULENT STATEMENTS Contractor acknowledges that the provisions of the Program Fraud Civil Remedies Act of 1986, as amended, 31 U.S.C. §§ 3801 et seq. and U.S. DOT regulations, "Program Fraud Civil Remedies," 49 CFR Part 31, apply to its actions pertaining to this Contract. Upon execution of the underlying Contract, Contractor certifies or affirms the truthfulness and accuracy of any statement it has made, it makes, it may make, or causes to me made, pertaining to the underlying Contract or the FTA assisted project for which this Contract Work is being performed. In addition to other penalties that may be applicable, Contractor further acknowledges that if it makes, or causes to be made, a false, fictitious, or fraudulent claim, statement, submission, or certification, the Federal Government reserves the right to impose the penalties of the Program Fraud Civil Remedies Act of 1986 on Contractor to the extent the Federal Government deems appropriate. Contractor also acknowledges that if it makes, or causes to me made, a false, fictitious, or fraudulent claim, statement, submission, or certification to the Federal Government under a contract connected with a project that is financed in whole or in part with Federal assistance originally awarded by FTA under the authority of 49 U.S.C. § 5307, the Government reserves the right to impose the penalties of 18 U.S.C. § 1001 and 49 U.S.C. § 5307 (n)(1) on the Contractor, to the extent the Federa I Government deems appropriate. Contractor agrees to include the above clauses in each subcontract financed in whole or in part with Federal assistance provided by FTA. It is further agreed that the clauses shall not be modified, except to identify the subcontractor who will be subject to the provisions. i 1 4`, o[ ,'wO Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 State Notice Addendum The National Cooperative Purchasing Alliance (NCPA), on behalf of NCPA and its current and potential participants to include all county, city, special district, local government, school district, private K-12 school, higher education institution, state, tribal government, other government agency, healthcare organization, nonprofit organization and all other Public Agencies located nationally in all fifty states, issues this Request for Proposal (RFP) to result in a national contract, For your reference, the links below include some, but not all, of the entities included in this proposal: htt>. wv,w,usa. ov A erwci(-s State and "reiritories.shtml 11tt : 'www.usa&ovLlotai overnr'nents Cif, 49 (,)f ()0 Docusign Envelope ID: 9578C15B-07BE-4D8D-AB6B-FA4FDCB97AE0 Agreement No. 7267 We want to spend a minute to say thank you for considering our proposal and reiterate how excited we are to present our solution. We are confident that we will be able to meet the need of local government , chool di trict , higher education, and non profit acro the country by streamlining processes, providing better access to documentation, and enabling cross functional sharing throughout the our client' organization and it upporting taff (accountant , lawyer , banker , etc )