Response - NCPA Diligence/Administrative Management... · applications, such as: applicant tracking, substitute management, work order, time & attendance, digital documentation, online

Response

To

Competitive Solicitation by

Region 14 Education Service Center

For

Administrative Management Solutions

Prepared for

Region 14 Education Service Center &

National Cooperative Purchasing Alliance

RFP # 21-17 Due November 14, 2017

10801-1 North Mopac Expressway, Suite 120, Austin Texas 78759

Phone: 512-328-9496/Fax 512-342-1705 http://teams.solutions

November 14, 2017

Region 14 Education Service Center

1850 Highway 351

Abilene, Texas 79601

Re: RFP 21-17 Administrative Management Solutions

Dear Sir/Madam,

Prologic Technology Systems, Inc. is pleased to submit this response to the Region 14 Education

Service Center and the National Cooperative Purchasing Alliance (NCPA)’s Request for Proposal

#21-17 for Administrative Management Solutions. Prologic is confident that our innovative

Total Education Administrative Management Solution (TEAMS) Enterprise Resource Planning

system will meet and exceed your needs now and into the future.

Our scalable TEAMS software was built to meet the needs of K-12 school districts. Prologic has

extensive experience providing business information and student information solutions to school

districts of numerous sizes. We have a long history of providing unparalleled support services

and have developed an exceptional knowledge base around educational practices and software

systems that support those practices.

Contact Information:

Point of Contact Account Representative RFP Representative

Name Calvin Williams Nikole Tiedeman

Title Director of Sales & Marketing Proposal Coordinator

Phone 512-328-9496 512-328-9428

Email [email protected] [email protected]

Prologic is prepared to respond to any questions you have and are eager to provide any additional

material you may need to further your evaluation. We look forward to this opportunity to work with

Region 14 Education Service Center and NCPA, to serve the staff and students, and to demonstrating

the benefits TEAMS can bring to you.

Sincerely,

Jeff Pepper, President

Prologic Technology Systems, Inc.

http://teams.solutions/

mailto:[email protected]


RFP # 21-17

Administrative Management Solution

Confidential & Proprietary - Should not be released under an open records request.

©2017 Prologic Technology Systems, Inc. November 14, 2017

Table of Contents

Executive Summary ................................................................................................................... 1

Tab 1 – Signature Form ............................................................................................................. 4

Tab 2 – NCPA Administration Agreement ............................................................................... 6

Tab 3 – Vendor Questionnaire ................................................................................................ 10

Tab 4 – Vendor Profile ............................................................................................................. 14

Tab 5 – Products and Services / Scope ................................................................................... 21

Tab 6 - References ................................................................................................................... 38

Tab 7 - Pricing ......................................................................................................................... 41

Tab 8 – Value Added Products and Services ........................................................................... 42

Tab 9 – Required Documents ................................................................................................. 43

Appendices .............................................................................................................................. 55

List of Figures

Figure 1: System Comparison Infographic .................................................................................................... 2

Figure 2: History Timeline .............................................................................................................................. 14

Figure 3: Prologic Organizational Structure Chart ..................................................................................... 15

Figure 4: Benefits of TEAMS Position Control .......................................................................................... 17

Figure 5: TEAMS Substitute Management .................................................................................................. 18

Figure 6: TEAMS Sales Process .................................................................................................................... 19

Figure 7: TEAMS System Overview ............................................................................................................. 22

List of Tables

Table 1: Annual Sales Breakdown Table ...................................................................................................... 16

Table 2: TEASM Capabilities Table .............................................................................................................. 21

Table 3: Pricing Breakdown ........................................................................................................................... 41

Table 4: Services Pricing Rates....................................................................................................................... 41

RFP # 21-17


Confidential & Proprietary - Should not be released under an open records request. pg. 1


Executive Summary

Prologic Technology Systems, Inc. is pleased to submit this response

to the Region 14 Education Service Center (Region 14 ESC) and the

National Cooperative Purchasing Alliance (NCPA)’s Request for

Proposal #21-17 for Administrative Management Solutions. We are confident that our proposed

innovative Total Education Administrative Management Solution (TEAMS) software will provide

Region 14 ESC and NCPS with a solution to meet the needs for your districts now and well into the

future.

TEAMS is an advanced Enterprise Resource Planning (ERP) solution that meets increasing demands

for data reporting and security, and is a scalable solution to meet future needs of the district. TEAMS

provides the following.

➢ TEAMS is an all-inclusive single-system solution for finance, human resource, and

student operations that was built on an open architecture to capitalize on modern databases

with 3rd normal form architecture and designed specifically for K-12 School Districts.

➢ TEAMS offers an exceptional return on investment by allowing our clients to expand

capabilities and scale their usage to meet new requirements.

➢ TEAMS eliminates the additional district costs of integrating with numerous 3rd party

applications, such as: applicant tracking, substitute management, work order, time &

attendance, digital documentation, online registrations, graduation planning (4yr),

discipline/behavior management, fees management and eliminates paper processes.

➢ TEAMS streamlines and automates core K-12 district operation processes to increase

administrative efficiencies.

➢ Prologic provides a highly qualified team to help districts leverage the functionality and

flexibility in configuring TEAMS to meet unique K-12 needs and complex operational

processes.

➢ TEAMS is an extremely scalable and intelligent K-12 system that allows districts to

efficiently manage and operate over time, with the flexibility to manage district growth.

➢ Prologic will provide district staff, including principals, administrators, directors, and teachers

with the information necessary to make informed decisions in managing their daily

responsibilities effectively.

➢ Prologic provides the necessary technology tools, and training to enable TEAMS users and

administrators to extract data required to meet the districts operational goals and needs.

➢ TEAMS provides a user-friendly interface with mobile capabilities.

RFP # 21-17




Benefits of TEAM

Prologic’s primary areas of strength and excellence are our innovative product design and our deep

understanding of the needs of our client base in the K-12 market.

TEAMS is built from the ground up using J2EE standards, open systems architecture, and a central,

normalized database — all in a Web-based solution. This design means TEAMS is scalable to

growth, adaptable to change and costs less to manage. Prologic is committed to the continual

improvement of TEAMS, which is a uniquely constructed solution used by districts ranging in size.

Our goal is to provide school districts with an extensive K-12 -intelligent solution. TEAMS has been

ultimately designed to help school districts save local funds, streamline district processes, and

consolidate administrative systems that will efficiently manage district operations. Figure 1 show the

comparison of a typical school system configuration vs. TEAMS ERP System configuration.

Figure 1: System Comparison Infographic

The proposed TEAMS solution provides the following key benefits to K-12 school districts:

➢ A Single, Relational Database - This data model increases efficiency and cost-effectiveness

across your district. Information is stored as a single data source.

➢ One Flexible, Scalable Solution - One reason TEAMS is used in school districts of all sizes

is because its J2EE standards, open systems architecture, and central database design—all in

a Web-based solution—make it scalable to growth and adaptable to change. This also means

TEAMS costs less to manage. This means TEAMS costs less to manage and maintain.

➢ Commercial Off-the-Shelf - TEAMS is a best practice, industry-intelligent solution. It was

designed with around K-12 operational processes, while allowing for district specific

configurations to be employed to create the more comprehensive system.

Figure 1: System Comparison Infographic

Typical District Systems Configuration VS TEAMS System Configuration

RFP # 21-17




➢ Single-Tier Support - Support calls and tickets go directly to our Support Center and are

handled by highly qualified and experienced professionals who understand your needs.

➢ Real-Time Reporting - Because TEAMS is a real-time system and data changes are reflected

immediately, administrators can be sure their reports reflect the most current information. For

reporting, TEAMS contains a broad selection of distributed reports, as well as a built-in SQL

query builder. Districts can also build custom reports as necessary.

➢ Reliable Cloud Solution - TEAMS solution is a Software as a Service, online hosted offering

by Prologic Technology Systems. The cloud enables you to scale as you grow, have a better

utilization, provide operation efficiencies, and lower capital investments.

➢ Easy Accessibility - Because TEAMS is a web-based solution, not web-enabled, employees

need only a web browser to access TEAMS, which allows them to access TEAMS remotely

with no difference in appearance or functionality from when they are on campus.

The following response will provide you with our Company Background, our K-12 Experience, and

a description of the proposed system capabilities and services.

Please contact us if you have any questions regarding this submission. We are prepared to respond to

any questions you may have and are eager to provide any additional material you may need to further

your evaluation. We look forward to this opportunity to work with Region 14 ESC and NCPA, and

to serve your districts.

Introduction/Scope

¨ Region14ESConbehalfofitselfandallstates,localgovernments,schooldistricts,andhighereducationinstitutionsintheUnitedStatesofAmerica,andothergovernmentagenciesandnon-profitorganizations(herein“PublicAgency”orcollectively“PublicAgencies”)issolicitingproposalsfromqualifiedvendorstoenterintoaMasterAgreementforacompletelineofAdministrativeManagementSolutions.

¨ Region14ESC,astheleadpublicagency,haspartneredwithNCPAtomaketheresultantcontractavailabletoallparticipatingagenciesintheUnitedStates.NCPAprovidesmarketingandadministrativesupportfortheawardedvendorthatpromotesthesuccessfulvendor’sproductsandservicestoPublicAgenciesnationwide.TheVendorwillexecutetheNCPAAdministrationAgreement(Tab2)uponaward.VendorshouldthoroughlyreviewalldocumentsandnoteanyexceptionstoNCPAtermsandconditionsintheirproposal.

¨ Awardedvendor(s)shallperformcoveredservicesunderthetermsofthisagreement.Respondentsshallprovidepricingbasedonadiscountfromtheirstandardpricingschedulesforproductsand/orservicesoffered.ElectronicCatalogand/orpricelistsmustaccompanytheproposal.Multiplepercentagediscountstructureisalsoacceptable.Pleasespecifywheredifferentpercentagediscountsapply.Additionalpricingand/ordiscountsmaybeincluded.

¨ Eachserviceproposedistobepricedseparatelywithallineligibleitemsidentified.Servicesmaybeawardedtomultiplevendors.Respondentsmayelecttolimittheirproposalstoasingleservicewithinanycategory,ormultipleserviceswithinanyandallcategories.

¨ NationalCooperativePurchasingAlliance(NCPA)Ø TheNationalCooperativePurchasingAlliance(herein“NCPA”)assistspublicagenciesto

increasetheirefficiencyandreducetheircostswhenprocuringgoodsandservices.Thisisaccomplishedbyawardingcompetitivelysolicitedcontractsthatareleveragednationallybycombiningthevolumesandpurchasingpowerofentitiesnationwide.Ourcontractsareavailableforusebyanyentitythatmustcomplywithprocurementlawsandregulations.

¨ ItistheintentionofRegion14ESCandNCPAtoachievethefollowingobjectivesthroughthisRFP.Ø ProvideacomprehensivecompetitivelysolicitedMasterAgreementofferingProductsand

ServicestoPublicAgencies;Ø AchievecostsavingsofVendorsandPublicAgenciesthroughasinglecompetitive

solicitationprocessthateliminatestheneedformultipleproposals;Ø CombinethepurchasingpowerofPublicAgenciestoachievecosteffectivepricing;Ø ReducetheadministrativeandoverheadcostsofVendorsandPublicAgenciesthrough

stateoftheartpurchasingprocedures.

InstructionstoRespondents

¨ SubmissionofResponseØ Onlysealedresponseswillbeaccepted.Faxedorelectronicallytransmittedresponseswill

notbeaccepted.Ø Sealedresponsesmaybesubmittedonanyorallitems,unlessstatedotherwise.Region14

ESCreservestherighttorejectoracceptanyresponse.Ø Deviationstotheterms,conditionsand/orspecificationsshallbeconspicuouslynotedin

writingbytherespondentandshallbeincludedwiththeresponse.Ø Withdrawalofresponsewillnotbeallowedforaperiodof120daysfollowingtheopening.

Pricingwillremainfirmfor120daysfromsubmittal.

¨ RequiredProposalFormatØ Responsesshallbeprovidedinathree-ringbinderorreportcoverusing8.5x11paper

clearlyidentifiedwiththenameofRespondentscompanyandsolicitationrespondingtoontheoutsidefrontcoverandverticalspine.Two(2)boundandsignedcopiesoftheproposalsandTwo(2)electroniccopiesonCD,DVD,orflashdrives(i.e.pinorjumpdrives)shallbeprovided.Tabsshouldbeusedtoseparatetheproposalintosections,asidentifiedbelow.Respondentsfailingtoorganizeinthemannerlistedmaybeconsiderednon-responsiveandmaynotbeevaluated.

¨ BinderTabsØ Tab1–SignatureFormØ Tab2–NCPAAdministrationAgreementØ Tab3–VendorQuestionnaireØ Tab4–VendorProfileØ Tab5–ProductsandServices/ScopeØ Tab6-ReferencesØ Tab7-PricingØ Tab8–ValueAddedProductsandServicesØ Tab9–RequiredDocuments

¨ ShippingLabel

Ø Thepackagemustbeclearlyidentifiedaslistedbelowwiththesolicitationnumberandnameofthecompanyresponding.AllpackagedmustbesealedanddeliveredtotheRegion14ESCofficesnolaterthanthesubmittaldeadlineassignedforthissolicitation.From: ________________________________________________________________Company: ________________________________________________________________Address: ________________________________________________________________City,State,Zip: ________________________________________________________________SolicitationNameandNumber: ________________________________________________________________DueDateandTime: ________________________________________________________________

Tab1–MasterAgreementGeneralTermsandConditions

¨ CustomerSupportØ Thevendorshallprovidetimelyandaccuratetechnicaladviceandsalessupport.The

vendorshallrespondtosuchrequestswithinone(1)workingdayafterreceiptoftherequest.

¨ AssignmentofContract

Ø NoassignmentofcontractmaybemadewithoutthepriorwrittenapprovalofRegion14ESC.AwardedvendorisrequiredtonotifyRegion14ESCwhenanymaterialchangeinoperationismade.

¨ Disclosures

Ø Respondentaffirmsthathe/shehasnotgiven,offeredtogive,norintendstogiveatanytimehereafteranyeconomicopportunity,futureemployment,gift,loan,gratuity,specialdiscount,trip,favororservicetoapublicservantinconnectionwiththiscontract.

Ø Therespondentaffirmsthat,tothebestofhis/herknowledge,theofferhasbeenarrivedatindependently,andissubmittedwithoutcollusionwithanyonetoobtaininformationorgainanyfavoritismthatwouldinanywaylimitcompetitionorgiveanunfairadvantageoverothervendorsintheawardofthiscontract.

¨ RenewalofContract

Ø Unlessotherwisestated,allcontractsareforaperiodofthree(3)yearswithanoptiontorenewannuallyforanadditionaltwo(2)yearsifagreedtobyRegion14ESCandthevendor.

¨ FundingOutClause

Ø Any/allcontractsexceedingone(1)yearshallincludeastandard“fundingout”clause.Acontractfortheacquisition,includinglease,ofrealorpersonalpropertyisacommitmentoftheentity’scurrentrevenueonly,providedthecontractcontainseitherorbothofthefollowingprovisions:

Ø Retainstotheentitythecontinuingrighttoterminatethecontractattheexpirationofeachbudgetperiodduringthetermofthecontractandisconditionedonabesteffortsattemptbytheentitytoobtainappropriatefundsforpaymentofthecontract.

¨ Shipments(ifapplicable)

Ø Theawardedvendorshallshiporderedproductswithinseven(7)workingdaysforgoodsavailableandwithinfour(4)tosix(6)weeksforspecialtyitemsafterthereceiptoftheorderunlessmodified.Ifaproductcannotbeshippedwithinthattime,theawardedvendorshallnotifytheentityplacingtheorderastowhytheproducthasnotshippedandshallprovideanestimatedshippingdate.Atthispointtheparticipatingentitymaycanceltheorderifestimatedshippingtimeisnotacceptable.

¨ TaxExemptStatusØ Sincethisisanationalcontract,knowingthetaxlawsineachstateisthesoleresponsibility

ofthevendor.

¨ PaymentsØ Theentityusingthecontractwillmakepaymentsdirectlytotheawardedvendorortheir

affiliates(distributors/businesspartners/resellers)aslongaswrittenrequestandapprovalbyNCPAisprovidedtotheawardedvendor.

¨ Addingauthorizeddistributors/dealers

Ø Awardedvendorsmaysubmitalistofdistributors/partners/resellerstosellundertheircontractthroughoutthelifeofthecontract.VendormustreceivewrittenapprovalfromNCPAbeforesuchdistributors/partners/resellersconsideredauthorized.

Ø Purchaseordersandpaymentcanonlybemadetoawardedvendorordistributors/businesspartners/resellerspreviouslyapprovedbyNCPA.

Ø Pricingprovidedtomembersbyaddeddistributorsordealersmustalsobelessthanorequaltothepricingofferedbytheawardedcontractholder.

Ø Alldistributors/partners/resellersarerequiredtoabidebytheTermsandConditionsofthevendor'sagreementwithNCPA.

¨ Pricing

Ø AllpricingsubmittedtoshallincludetheadministrativefeetoberemittedtoNCPAbytheawardedvendor.Itistheawardedvendor’sresponsibilitytokeepallpricinguptodateandonfilewithNCPA.

Ø Alldeliveriesshallbefreightprepaid,F.O.B.destinationandshallbeincludedinallpricingofferedunlessotherwiseclearlystatedinwriting

¨ WarrantyØ Proposalsshouldaddresseachofthefollowing:

§ Applicablewarrantyand/orguaranteesofequipmentandinstallationsincludinganyconditionsandresponsetimeforrepairand/orreplacementofanycomponentsduringthewarrantyperiod.

§ Availabilityofreplacementparts§ Lifeexpectancyofequipmentundernormaluse§ Detailedinformationastoproposedreturnpolicyonallequipment

¨ Indemnity

Ø Theawardedvendorshallprotect,indemnify,andholdharmlessRegion14ESCanditsparticipants,administrators,employeesandagentsagainstallclaims,damages,lossesandexpensesarisingoutoforresultingfromtheactionsofthevendor,vendoremployeesorvendorsubcontractorsinthepreparationofthesolicitationandthelaterexecutionofthecontract.

¨ FranchiseTaxØ Therespondentherebycertifiesthathe/sheisnotcurrentlydelinquentinthepaymentof

anyfranchisetaxes.

¨ SupplementalAgreementsØ Theentityparticipatinginthiscontractandawardedvendormayenterintoaseparate

supplementalagreementtofurtherdefinethelevelofservicerequirementsoverandabovetheminimumdefinedinthiscontracti.e.invoicerequirements,orderingrequirements,specializeddelivery,etc.Anysupplementalagreementdevelopedasaresultofthiscontractisexclusivelybetweentheparticipatingentityandawardedvendor.

¨ CertificatesofInsurance

Ø CertificatesofinsuranceshallbedeliveredtothePublicAgencypriortocommencementofwork.Theinsurancecompanyshallbelicensedintheapplicablestateinwhichworkisbeingconducted.Theawardedvendorshallgivetheparticipatingentityaminimumoften(10)daysnoticepriortoanymodificationsorcancellationofpolicies.Theawardedvendorshallrequireallsubcontractorsperforminganyworktomaintaincoverageasspecified.

¨ LegalObligationsØ ItistheRespondent’sresponsibilitytobeawareofandcomplywithalllocal,state,and

federallawsgoverningthesaleofproducts/servicesidentifiedinthisRFPandanyawardedcontractandshallcomplywithallwhilefulfillingtheRFP.Applicablelawsandregulationmustbefollowedevenifnotspecificallyidentifiedherein.

¨ Protest

Ø Aprotestofanawardorproposedawardmustbefiledinwritingwithinten(10)daysfromthedateoftheofficialawardnotificationandmustbereceivedby5:00pmCST.ProtestsshallbefiledwithRegion14ESCandshallincludethefollowing:

§ Name,addressandtelephonenumberofprotester§ Originalsignatureofprotesteroritsrepresentative§ IdentificationofthesolicitationbyRFPnumber§ Detailedstatementoflegalandfactualgroundsincludingcopiesofrelevant

documentsandtheformofreliefrequestedØ Anyprotestreviewandactionshallbeconsideredfinalwithnofurtherformalitiesbeing

considered.

¨ ForceMajeure

Ø IfbyreasonofForceMajeure,eitherpartyheretoshallberenderedunablewhollyorinparttocarryoutitsobligationsunderthisAgreementthensuchpartyshallgivenoticeandfullparticularsofForceMajeureinwritingtotheotherpartywithinareasonabletimeafteroccurrenceoftheeventorcausereliedupon,andtheobligationofthepartygivingsuchnotice,sofarasitisaffectedbysuchForceMajeure,shallbesuspendedduringthecontinuanceoftheinabilitythenclaimed,exceptashereinafterprovided,butfornolonger

period,andsuchpartyshallendeavortoremoveorovercomesuchinabilitywithallreasonabledispatch.

Ø ThetermForceMajeureasemployedherein,shallmeanactsofGod,strikes,lockouts,orotherindustrialdisturbances,actofpublicenemy,ordersofanykindofgovernmentoftheUnitedStatesoranycivilormilitaryauthority;insurrections;riots;epidemics;landslides;lighting;earthquake;fires;hurricanes;storms;floods;washouts;droughts;arrests;restraintofgovernmentandpeople;civildisturbances;explosions,breakageoraccidentstomachinery,pipelinesorcanals,orothercausesnotreasonablywithinthecontrolofthepartyclaimingsuchinability.Itisunderstoodandagreedthatthesettlementofstrikesandlockoutsshallbeentirelywithinthediscretionofthepartyhavingthedifficulty,andthattheaboverequirementthatanyForceMajeureshallberemediedwithallreasonabledispatchshallnotrequirethesettlementofstrikesandlockoutsbyaccedingtothedemandsoftheopposingpartyorpartieswhensuchsettlementisunfavorableinthejudgmentofthepartyhavingthedifficulty

¨ PrevailingWage

Ø ItshallbetheresponsibilityoftheVendortocomply,whenapplicable,withtheprevailingwagelegislationineffectinthejurisdictionofthepurchaser.ItshallfurtherbetheresponsibilityoftheVendortomonitortheprevailingwageratesasestablishedbytheappropriatedepartmentoflaborforanyincreaseinratesduringthetermofthiscontractandadjustwageratesaccordingly.

¨ Miscellaneous

Ø Eitherpartymaycancelthiscontractinwholeorinpartbyprovidingwrittennotice.Thecancellationwilltakeeffect30businessdaysaftertheotherpartyreceivesthenoticeofcancellation.Afterthe30thbusinessdayallworkwillceasefollowingcompletionoffinalpurchaseorder.

¨ OpenRecordsPolicyØ BecauseRegion14ESCisagovernmentalentityresponsessubmittedaresubjecttorelease

aspublicinformationaftercontractsareexecuted.Ifavendorbelievesthatitsresponse,orpartsofitsresponse,maybeexemptedfromdisclosure,thevendormustspecifypage-by-pageandline-by-linethepartsoftheresponse,whichitbelieves,areexempt.Inaddition,therespondentmustspecifywhichexception(s)areapplicableandprovidedetailedreasonstosubstantiatetheexception(s).

Ø ThedeterminationofwhetherinformationisconfidentialandnotsubjecttodisclosureisthedutyoftheOfficeofAttorneyGeneral(OAG).Region14ESCmustprovidetheOAGsufficientinformationtorenderanopinionandtherefore,vagueandgeneralclaimstoconfidentialitybytherespondentarenotacceptable.Region14ESCmustcomplywiththeopinionsoftheOAG.Region14ESCassumesnoresponsibilityforassertinglegalargumentsonbehalfofanyvendor.Respondentareadvisedtoconsultwiththeirlegalcounselconcerningdisclosureissuesresultingfromthisprocurementprocessandtotakeprecautionstosafeguardtradesecretsandotherproprietaryinformation.

ProcessRegion14ESCwillevaluateproposalsinaccordancewith,andsubjectto,therelevantstatutes,ordinances,rules,andregulationsthatgovernitsprocurementpractices.NCPAwillassistRegion14ESCinevaluatingproposals.Award(s)willbemadetotheprospectivevendorwhoseresponseisdeterminedtobethemostadvantageoustoRegion14ESC,NCPA,anditsparticipatingagencies.Toqualifyforevaluation,responsemusthavebeensubmittedontime,andsatisfyallmandatoryrequirementsidentifiedinthisdocument.

¨ ContractAdministrationØ ThecontractwillbeadministeredbyRegion14ESC.TheNationalProgramwillbe

administeredbyNCPAonbehalfofRegion14ESC.¨ ContractTerm

Ø Thecontracttermwillbeforthree(3)yearstartingfromthedateoftheaward.Thecontractmayberenewedforuptotwo(2)additionalone-yearterms.

¨ ContractWaiverØ Anywaiverofanyprovisionofthiscontractshallbeinwritingandshallbesignedbythe

dulyauthorizedagentofRegion14ESC.Thewaiverbyeitherpartyofanytermorconditionofthiscontractshallnotbedeemedtoconstitutewaiverthereofnorawaiverofanyfurtheroradditionalrightthatsuchpartymayholdunderthiscontract.

¨ ProductsandServicesadditionsØ ProductsandServicesmaybeaddedtotheresultingcontractduringthetermofthe

contractbywrittenamendment,totheextentthatthoseproductsandservicesarewithinthescopeofthisRFP.

¨ CompetitiveRangeØ ItmaybenecessaryforRegion14ESCtoestablishacompetitiverange.Responsesnotin

thecompetitiverangeareunacceptableanddonotreceivefurtherawardconsideration.¨ DeviationsandExceptions

Ø Deviationsorexceptionsstipulatedinresponsemayresultindisqualification.ItistheintentofRegion14ESCtoawardavendor’scompletelineofproductsand/orservices,whenpossible.

¨ EstimatedQuantitiesØ TheestimateddollarvolumeofProductsandServicespurchasedundertheproposed

MasterAgreementis$1-$5milliondollarsannually.ThisestimateisbasedontheanticipatedvolumeofRegion14ESCandcurrentsaleswithintheNCPAprogram.Thereisnoguaranteeorcommitmentofanykindregardingusageofanycontractsresultingfromthissolicitation

¨ EvaluationØ Region14ESCwillreviewandevaluateallresponsesinaccordancewith,andsubjectto,

therelevantstatutes,ordinances,rulesandregulationsthatgovernitsprocurementpractices.NCPAwillassisttheleadagencyinevaluatingproposals.Recommendationsforcontractawardswillbebasedonmultiplefactors,eachfactorbeingassignedapointvaluebasedonitsimportance.

¨ FormationofContractØ AresponsetothissolicitationisanoffertocontractwithRegion14ESCbaseduponthe

terms,conditions,scopeofwork,andspecificationscontainedinthisrequest.AsolicitationdoesnotbecomeacontractuntilitisacceptedbyRegion14ESC.TheprospectivevendormustsubmitasignedSignatureFormwiththeresponsethus,eliminatingtheneedforaformalsigningprocess.

¨ NCPAAdministrativeAgreementØ ThevendorwillberequiredtoenterandexecutetheNationalCooperativePurchasing

AllianceAdministrationAgreementwithNCPAuponawardwithRegion14ESC.Theagreementestablishestherequirementsofthevendorwithrespecttoanationwidecontracteffort.

¨ Clarifications/Discussions

Ø Region14ESCmayrequestadditionalinformationorclarificationfromanyoftherespondentsafterreviewoftheproposalsreceivedforthesolepurposeofeliminationminorirregularities,informalities,orapparentclericalmistakesintheproposal.Clarificationdoesnotgiverespondentanopportunitytoreviseormodifyitsproposal,excepttotheextentthatcorrectionofapparentclericalmistakesresultsinarevision.Aftertheinitialreceiptofproposals,Region14ESCreservestherighttoconductdiscussionswiththoserespondent’swhoseproposalsaredeterminedtobereasonablysusceptibleofbeingselectedforaward.DiscussionsoccurwhenoralorwrittencommunicationsbetweenRegion14ESCandrespondent’sareconductedforthepurposeclarificationsinvolvinginformationessentialfordeterminingtheacceptabilityofaproposalorthatprovidesrespondentanopportunitytoreviseormodifyitsproposal.Region14ESCwillnotassistrespondentbringitsproposaluptothelevelofotherproposalsthroughdiscussions.Region14ESCwillnotindicatetorespondentacostorpricethatitmustmeettoneitherobtainfurtherconsiderationnorwillitprovideanyinformationaboutotherrespondents’proposalsorprices.

¨ MultipleAwards

Ø MultipleContractsmaybeawardedasaresultofthesolicitation.MultipleAwardswillensurethatanyensuingcontractsfulfillcurrentandfuturerequirementsofthediverseandlargenumberofparticipatingpublicagencies.

¨ PastPerformanceØ Pastperformanceisrelevantinformationregardingavendor’sactionsunderpreviously

awardedcontracts;includingtheadministrativeaspectsofperformance;thevendor’shistoryofreasonableandcooperativebehaviorandcommitmenttocustomersatisfaction;andgenerally,thevendor’sbusinesslikeconcernfortheinterestsofthecustomer.

EvaluationCriteria

¨ Pricing(40points)Ø ElectronicPriceLists

§ Products,Services,Warranties,etc.pricelist§ Priceslistedwillbeusedtoestablishboththeextentofavendor’sproductlines,

services,warranties,etc.availablefromaparticularbidderandthepricingperitem.

¨ AbilitytoProvideandPerformtheRequiredServicesfortheContract(25points)Ø ProductDeliverywithinparticipatingentitiesspecifiedparametersØ Numberoflineitemsdeliveredcompletewithinthenormaldeliverytimeasapercentage

oflineitemsordered.Ø Vendor’sabilitytoperformtowardsaboverequirementsanddesiredspecifications.Ø PastCooperativeProgramPerformanceØ Quantityoflineitemsavailablethatarecommonlypurchasedbytheentity.Ø Qualityoflineitemsavailablecomparedtonormalparticipatingentitystandards.

¨ References(15points)

Ø Aminimumoften(10)customerreferencesforproductand/orservicesofsimilarscopedatingwithinpast3years

¨ TechnologyforSupportingtheProgram(10points)Ø Electronicon-linecatalog,orderentryusebyandsuitabilityfortheentity’sneedsØ Qualityofvendor’son-lineresourcesforNCPAmembers.Ø Specificationsandfeaturesofferedbyrespondent’sproductsand/orservices

¨ ValueAddedServicesDescription,Productsand/orServices(10points)

Ø MarketingandTrainingØ MinorityandWomenBusinessEnterprise(MWBE)and(HUB)ParticipationØ CustomerService

RFP # 21-17




Tab 1 – Signature Form

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 Prologic Technology Systems~ Inc.

Address 10801-1 North Mopac Expressway, Suite 120

City /State/Zip Austin. TX 78759

Telephone No. 512-328-9496

Fax No. 512-342-1705

Email address [email protected]

Printed name [effPepper

Position with company

Authorized signature

RFP # 21-17




Tab 2 – NCPA Administration Agreement

Tab2–NCPAAdministrationAgreementThisAdministrationAgreementismadeasof__________________________________,byandbetweenNational

CooperativePurchasingAlliance(“NCPA”)and____________________________________(“Vendor”).

Recitals

WHEREAS,Region14ESChasenteredintoacertainMasterAgreementdated_______________________,referencedasContractNumber_______________________,byandbetweenRegion14ESCandVendor,asmaybeamendedfromtimetotimeinaccordancewiththetermsthereof(the“MasterAgreement”),forthepurchaseofSystemsandInformationManagementSoftware;

WHEREAS,saidMasterAgreementprovidesthatanystate,city,specialdistrict,localgovernment,schooldistrict,privateK-12school,technicalorvocationalschool,highereducationinstitution,othergovernmentagencyornonprofitorganization(hereinafterreferredtoas“publicagency”orcollectively,“publicagencies”)maypurchaseproductsandservicesatthepricesindicatedintheMasterAgreement;

WHEREAS,NCPAhastheadministrativeandlegalcapacitytoadministerpurchasesundertheMasterAgreementtopublicagencies;

WHEREAS,NCPAservesastheadministrativeagentforRegion14ESCinconnectionwithothermasteragreementsofferedbyNCPA

WHEREAS,Region14ESCdesiresNCPAtoproceedwithadministrationoftheMasterAgreement;

WHEREAS,NCPAandVendordesiretoenterintothisAgreementtomakeavailabletheMasterAgreementtopublicagenciesonanationalbasis;

NOW,THEREFORE,inconsiderationofthepaymentstobemadehereunderandthemutualcovenantscontainedinthisAgreement,NCPAandVendorherebyagreeasfollows:

¨ GeneralTermsandConditionsØ TheMasterAgreement,attachedheretoasTab1andincorporatedhereinbyreferenceas

thoughfullysetforthherein,andthetermsandconditionscontainedthereinshallapplytothisAgreementexceptasexpresslychangedormodifiedbythisAgreement.

Ø NCPAshallbeaffordedalloftherights,privilegesandindemnificationsaffordedtoRegion14ESCundertheMasterAgreement,andsuchrights,privilegesandindemnificationsshallaccrueandapplywithequaleffecttoNCPAunderthisAgreementincluding,butnotlimitedto,theVendor’sobligationtoprovideappropriateinsuranceandcertainindemnificationstoRegion14ESC.

Ø Vendorshallperformallduties,responsibilitiesandobligationsrequiredundertheMasterAgreementinthetimeandmannerspecifiedbytheMasterAgreement.

Ø NCPAshallperformallofitsduties,responsibilities,andobligationsasadministratorofpurchasesundertheMasterAgreementassetforthherein,andVendoracknowledgesthatNCPAshallactinthecapacityofadministratorofpurchasesundertheMasterAgreement.

Ø WithrespecttoanypurchasesmadebyRegion14ESCoranyPublicAgencypursuanttotheMasterAgreement,NCPA(a)shallnotbeconstruedasadealer,re-marketer,representative,partner,oragentofanytypeofVendor,Region14ESC,orsuchPublicAgency,(b)shallnotbeobligated,liableorresponsible(i)foranyordersmadebyRegion

Prologic Technology Systems. Inc.

December 1, 2017

December 1, 201711-22

14ESC,anyPublicAgencyoranyemployeeofRegion14ESCorPublicAgencyundertheMasterAgreement,or(ii)foranypaymentsrequiredtobemadewithrespecttosuchorder,and(c)shallnotbeobligated,liableorresponsibleforanyfailurebythePublicAgencyto(i)complywithproceduresorrequirementsofapplicablelaw,or(ii)obtainthedueauthorizationandapprovalnecessarytopurchaseundertheMasterAgreement.NCPAmakesnorepresentationsorguarantieswithrespecttoanyminimumpurchasesrequiredtobemadebyRegion14ESC,anyPublicAgency,oranyemployeeofRegion14ESCorPublicAgencyunderthisAgreementortheMasterAgreement.

Ø ThePublicAgencyparticipatingintheNCPAcontractandVendormayenterintoaseparatesupplementalagreementtofurtherdefinethelevelofservicerequirementsoverandabovetheminimumdefinedinthiscontracti.e.invoicerequirements,orderingrequirements,specializeddelivery,etc.AnysupplementalagreementdevelopedasaresultofthiscontractisexclusivelybetweenthePublicAgencyandVendor.NCPA,itsagents,membersandemployeesshallnotbemadepartytoanyclaimforbreachofsuchagreement.

¨ TermofAgreementØ ThisAgreementshallbeineffectsolongastheMasterAgreementremainsineffect,

provided,however,thattheobligationtopayallamountsowedbyVendortoNCPAthroughtheterminationofthisAgreementandallindemnificationsaffordedbyVendortoNCPAshallsurvivethetermofthisAgreement.

¨ FeesandReportingØ TheawardedvendorshallelectronicallyprovideNCPAwithadetailedmonthlyor

quarterlyreportshowingthedollarvolumeofallsalesunderthecontractforthepreviousmonthorquarter.Reportsshallbesentviae-mailtoNCPAofficesatreporting@ncpa.us.Reportsaredueonthefifteenth(15th)dayafterthecloseofthepreviousmonthorquarter.Itistheresponsibilityoftheawardedvendortocollectandcompileallsalesunderthecontractfromparticipatingmembersandsubmitone(1)report.Thereportshallincludeatleastthefollowinginformationaslistedintheexamplebelow:

EntityName ZipCode State POorJob# SaleAmount

Total________________

Ø EachquarterNCPAwillinvoicethevendorbasedonthetotalofsaleamount(s)reported.FromtheinvoicethevendorshallpaytoNCPAanadministrativefeebaseduponthetieredfeeschedulebelow.Vendor’sannualsalesshallbemeasuredonacalendaryearbasis.DeadlinefortermofpaymentwillbeincludedintheinvoiceNCPAprovides.

AnnualSalesThroughContract AdministrativeFee

0-$30,000,000 2%

$30,000,001-$50,000,000 1.5%

$50,000,001+ 1%

Ø SuppliershallmaintainanaccountingofallpurchasesmadebyPublicAgenciesundertheMasterAgreement.NCPAandRegion14ESCreservetherighttoaudittheaccountingforaperiodoffour(4)yearsfromthedateNCPAreceivestheaccounting.Intheeventofsuchanaudit,therequestedmaterialsshallbeprovidedatthelocationdesignatedbyRegion14ESCorNCPA.IntheeventsuchauditrevealsanunderreportingofContractSalesandaresultingunderpaymentofadministrativefees,VendorshallpromptlypayNCPAtheamountofsuchunderpayment,togetherwithinterestonsuchamountandshallbeobligatedtoreimburseNCPA’scostsandexpensesforsuchaudit.

¨ GeneralProvisionsØ ThisAgreementsupersedesanyandallotheragreements,eitheroralorinwriting,

betweenthepartiesheretowithrespecttothesubjectmatterhereof,andnootheragreement,statement,orpromiserelatingtothesubjectmatterofthisAgreementwhichisnotcontainedhereinshallbevalidorbinding.

Ø AwardedvendoragreestoallowNCPAtousetheirnameandlogowithinwebsite,marketingmaterialsandadvertisement.AnyuseofNCPAnameandlogooranyformofpublicityregardingthiscontractbyawardedvendormusthavepriorapprovalfromNCPA.

Ø IfanyactionatlaworinequityisbroughttoenforceorinterprettheprovisionsofthisAgreementortorecoveranyadministrativefeeandaccruedinterest,theprevailingpartyshallbeentitledtoreasonableattorney’sfeesandcostsinadditiontoanyotherrelieftowhichsuchpartymaybeentitled.

Ø NeitherthisAgreementnoranyrightsorobligationshereundershallbeassignablebyVendorwithoutpriorwrittenconsentofNCPA.Anyassignmentwithoutsuchconsentwillbevoid.

Ø ThisAgreementandNCPA’srightsandobligationshereundermaybeassignedatNCPA’ssolediscretion,toanexistingornewlyestablishedlegalentitythathastheauthorityandcapacitytoperformNCPA’sobligationshereunder

Ø Allwrittencommunicationsgivenhereundershallbedeliveredtotheaddressesassetforthbelow.

NationalCooperativePurchasingAlliance:

Name: ________________________________________

Title: ________________________________________

Address: ________________________________________

________________________________________

Signature: ________________________________________

Date: ________________________________________

Vendor: ________________________________________

Name: ________________________________________

Title: ________________________________________

Address: ________________________________________

________________________________________

Signature: ________________________________________

Date: ________________________________________

Prologic Technology System, Inc.

Jeff Pepper

President

10801-1 N. Mopac Expressway, Ste 120

Austin, TX 78759

11/20/17

Matthew Mackel

Director, Business Development

PO Box 701273

Houston, TX 77270

December 1, 2017

RFP # 21-17




Tab 3 – Vendor Questionnaire

Tab3–VendorQuestionnairePleaseprovideresponsestothefollowingquestionsthataddressyourcompany’soperations,organization,structure,andprocessesforprovidingproductsandservices.

¨ StatesCoveredØ Biddermustindicateanyandallstateswhereproductsandservicescanbeoffered.Ø Pleaseindicatethepriceco-efficientforeachstateifitvaries.

50States&DistrictofColumbia(Selectingthisboxisequaltocheckingallboxesbelow)

Alabama Maryland SouthCarolina

Alaska Massachusetts SouthDakota

Arizona Michigan Tennessee

Arkansas Minnesota Texas

California Mississippi Utah

Colorado Missouri Vermont

Connecticut Montana Virginia

Delaware

DistrictofColumbia

Nebraska

Nevada

Washington

WestVirginia

Florida NewHampshire Wisconsin

Georgia NewJersey Wyoming

Hawaii NewMexico

Idaho NewYork

Illinois NorthCarolina

Indiana NorthDakota

Iowa Ohio

Kansas Oklahoma

Kentucky Oregon

Louisiana Pennsylvania

Maine RhodeIsland

X

AllUSTerritoriesandOutlyingAreas(Selectingthisboxisequaltocheckingallboxesbelow)

¨ MinorityandWomenBusinessEnterprise(MWBE)and(HUB)ParticipationØ ItisthepolicyofsomeentitiesparticipatinginNCPAtoinvolveminorityandwomen

businessenterprises(MWBE)andhistoricallyunderutilizedbusinesses(HUB)inthepurchaseofgoodsandservices.RespondentsshallindicatebelowwhetherornottheyareanM/WBEorHUBcertified.

§ Minority/WomenBusinessEnterprise• RespondentCertifiesthatthisfirmisaM/WBE

§ HistoricallyUnderutilizedBusiness• RespondentCertifiesthatthisfirmisaHUB

¨ ResidencyØ RespondingCompany’sprincipalplaceofbusinessisinthecityof_______________________,

Stateof__________¨ FelonyConvictionNotice

Ø PleaseCheckApplicableBox;Apublicallyheldcorporation;therefore,thisreportingrequirementisnotapplicable.Isnotownedoroperatedbyanyonewhohasbeenconvictedofafelony.Isownedoroperatedbythefollowingindividual(s)whohas/havebeenconvictedof

afelonyØ Ifthe3rdboxischecked,adetailedexplanationofthenamesandconvictionsmustbe

attached.¨ DistributionChannel

Ø Whichbestdescribesyourcompany’spositioninthedistributionchannel:ManufacturerDirect Certifiededucation/governmentresellerAuthorizedDistributor ManufacturermarketingthroughresellerValue-addedreseller Other:______________________________________

¨ ProcessingInformationØ Providecompanycontactinformationforthefollowing:

§ SalesReports/AccountsPayableContactPerson:_____________________________________________________________________Title:_________________________________________________________________________________Company:____________________________________________________________________________Address:_____________________________________________________________________________City:____________________________State:________________________Zip:______________Phone:_________________________________Email:____________________________________

AmericanSomoa NorthernMarinaIslands

FederatedStatesofMicronesia PuertoRico

Guam U.S.VirginIslands

MidwayIslands

AustinTX

X

X

Calvin WilliamsDirector of Marketing

Prologic Technology Systems, Inc.10801-1 North Mopac Expressway, Suite 120

Austin Texas 78759512-325-9496 [email protected]

X

§ PurchaseOrdersContactPerson:_____________________________________________________________________Title:_________________________________________________________________________________Company:____________________________________________________________________________Address:_____________________________________________________________________________City:____________________________State:________________________Zip:______________Phone:_________________________________Email:____________________________________

§ SalesandMarketingContactPerson:_____________________________________________________________________Title:_________________________________________________________________________________Company:____________________________________________________________________________Address:_____________________________________________________________________________City:____________________________State:________________________Zip:______________Phone:_________________________________Email:____________________________________

¨ PricingInformationØ Inadditiontothecurrenttypicalunitpricingfurnishedherein,theVendoragreestooffer

allfutureproductintroductionsatpricesthatareproportionatetoContractPricing.§ Ifanswerisno,attachastatementdetailinghowpricingforNCPAparticipants

wouldbecalculatedforfutureproductintroductions.Yes No

Ø PricingsubmittedincludestherequiredNCPAadministrativefee.TheNCPAfeeiscalculatedbasedontheinvoicepricetothecustomer.

Yes NoØ Vendorwillprovideadditionaldiscountsforpurchaseofaguaranteedquantity.

Yes No



Austin Texas [email protected]

10801-1 North Mopac Expressway, Suite 120

X

X

X


Prologic Technology Systems, Inc.10801-1 Norht Mopac Expressway, Suite 120

Austin Texas 78759512-328-9496 [email protected]

RFP # 21-17




Tab 4 – Vendor Profile

Company’s official registered name.

Prologic Technology System, Inc.

Brief history of your company, including the year it was established.

Prologic has over 25 years business experience in providing services to K-12 school districts. Figure

2 shows a timeline of Prologic’s history. In 1992, Texas Educational Consultative Services (TECS)

formed a division to maintain and support NCS Pearson products. In 1998, this core group spun off

from TECS to form Prologic. Our task was to make CIMS III and SASIxp a viable product in Texas.

In 1999, Prologic entered into an agreement with Plano Independent School District (PISD) to

provide a staffed resource center, in addition to standard system support. The responsibilities of the

center included on-site support, hardware and software maintenance, large-scale reporting, printing,

report card distribution, and the coordination of other mass mailings.

The experience we gained as the Texas arm of NCS Pearson and from our arrangement with PISD

proved invaluable to the development of TEAMS. We saw the dramatic shortcomings of legacy

systems that had been patched together to meet districts’ growing information and reporting

requirements. The code necessary to keep these systems compliant with state mandates was on top of

aging products, which made these legacy systems increasingly difficult to manage and support.

Spurred by our understanding of the needs of K-12 school districts, we wanted to create a product

that took advantage of modern technology and was designed with complex reporting requirements

built in and fully integrated. To this end, we began in 2003 to develop a Total Education

Administrative Management Solution (TEAMS). Launched in 2005, TEAMS is the most extensive

administrative solution ever offered to the K-12 industry.

Figure 2: History Timeline

Company’s Dun & Bradstreet (D&B) number.

Prologic DUNS # 026620034

.

RFP # 21-17


Confidential & Proprietary - Should not be released under an open records request pg. 15


Company’s organizational chart of those individuals that would be involved in the contract.

Figure 3 provides the Prologic Organizational Structure

Figure 3: Prologic Organizational Structure Chart

RFP # 21-17




Corporate office location.

Prologic corporate office is in Austin, TX.

List the number of sales and services offices for states being bid in solicitation.

Prologic has one sales and service office located in Austin TX.

List the names of key contacts at each with title, address, phone and e-mail address.

Key Contact

Name Jeff Pepper

Title President

Address 10801-1 North Mopac Expressway, Suite 120, Austin, Texas, 78759

Phone 512-328-9496

Email [email protected]

Define your standard terms of payment.

NET 30

Who is your competition in the marketplace?

Prologic considered the following list our top three competitors in the K-12 marketplace:

1. Skyward

2. Tyler Technologies

3. SunGard eSchool & eFinance (now PowerSchool)

What differentiates your company from competitors?

TEAMS Time and Attendance

Electronically capture and manage time for employees including hours worked, absences, and extra

duty activities to ensure accurate payroll and accountability. Various time collection methods can be

used for capturing employee In and Out times based on your specific needs. These include Synel time

clocks that can be configured with biometric, barcode, and proximity recorders. We also offer built in


RFP # 21-17




features such as kiosks and mobile device access. This information is fed through an approval process

and then provided to payroll, all within TEAMS.

TEAMS Position Control

With TEAMS Position Control, school districts can effectively manage staffing needs. Figure 4

provides the Benefits of the TEAMS Position Control. The Position Inventory Process in TEAMS

allows for many key tasks to be performed electronically, including:

➢ Creating and managing location information

➢ Managing organizational roles

➢ Defining organizational workflows

➢ Creating and requesting employment positions.

Figure 4: Benefits of TEAMS Position Control

TEAMS Work Order Management

TEAMS Work Order Management allows users to achieve the following work order actions

electronically:

➢ Search

➢ Submit

➢ Approve/Deny/Accept/Reject

➢ Change the Fulfillment Department

➢ Assigning/Dispatching Responders

➢ On Hold Placement/Resuming, Notes

➢ Tracking Time Worked - Starting/Closing/Voiding/Reopening

RFP # 21-17




➢ Assigning Parts

TEAMS Substitute Management

Electronically access substitute information including substitute compensation and substitute details.

Daily management of substitutes, such as substitute processing, recording employee attendance,

assigning substitutes, and processing substitute time cards. Figure 5 provides the TEAMS Substitute

Management process

Figure 5: TEAMS Substitute Management

Describe how your company will market this contract if awarded.

Prologic’s marketing plan for this contract will be managed at its corporate offices in Austin, TX and

has the full commitment of the corporate management team. Prologic allocates approximately

$100,000 annually for marketing plan resources. Resources include:

➢ Marketing Collateral

➢ Conference: TASBO, TASPA, TUG

➢ Social Media Outlets

➢ Highlight Partnership on Prologic website

➢ Email Campaigns

Describe how you intend to introduce NCPA to your company.

Prologic will conduct training with its Sales and Marketing staff to familiarize them with the details of

the NCPA. Our staff will become experts in the leveraging of NCPA contract with potential clients

of Prologic. The Prologic Marketing Department will create co-branded marketing materials, and info

about NCPA on our website (with web links). We will market and advocate for our future clients to

utilize the purchasing power of NCPA.

RFP # 21-17




Describe your firm’s capabilities and functionality of your on-line catalog / ordering

website.

Currently, Prologic does not have an online catalog or ordering website. Districts interested in TEAMS

would contact the Prologic Sales Team directly and engage in a discovery discussion to get a better

understanding of a district needs, process and requirements. This discovery session will allow Prologic

to propose an optimal TEAM solution for the district’s operational situation.

Sales Process

Figure 6 provide a general view of the TEAMS sales process.

Figure 6: TEAMS Sales Process

Pre-Sale: Prologic’s Sales and Marketing team is available to answer any questions regarding TEAMS

capabilities, pricing, and contract concerns.

Post-Sale: Prologic’s project team consists of Project Manager, Subject Matter Experts, and TEAMS

Support Consultants (as needed). This team of experts is available to assist with any questions

regarding implementation, training, or conversion processes required for the project.

Describe your company’s Customer Service Department (hours of operation, number

of service centers, etc.)

At Prologic, we believe that superior customer service is our primary responsibility to TEAMS

districts. Our team works hard to proactively minimize the need for support, and if a concern arises,

our support team is available via phone, email, and on-site.

➢ Online Ticketing System: You can enter a support ticket as needed and check the status of

your tickets, as well as those opened by other users at your district.

➢ Toll-Free Help Desk Access: We provide toll-free help desk access during business hours, and

your district can call an unlimited number of times.

The TEAMS Support Team is based in Austin, Texas and available Monday-Friday from 7:00 a.m.

through 5:30 p.m. CST, with the exceptions of Prologic holidays. We offer an emergency hotline for

operations after hours

RFP # 21-17




Green Initiatives

The TEAMS solution is a Software as a Service, online hosted offering by

Prologic Technology Systems. TEAMS will streamline and automates core K-

12 district operation processes. This automation will allow districts to vitally

eliminate paper heave processes by supporting: (1) an all-inclusive single-

system database for finance, human resource, and student information,

(2) automated workflows for approvals, electronic commerce, email, and

electronic faxing, and (3) numerous integrations with 3rd party applications.

Vendor Certifications (if applicable)

None

RFP # 21-17




Tab 5 – Products and Services / Scope

Table 2 provides information on how TEAMS functionalities meet the RFP categories

RFP Categories TEAMS Functionality

Human Resources Solutions TEAMS for Human Resources

• Personnel Management ✓

• Personnel Reporting ✓

• Posting Control with Salary Schedule ✓

• Position Control Reporting ✓

• Benefits Management ✓

• Benefits Management Reporting ✓

• Payroll ✓

• Payroll Reporting ✓

Financial Solutions TEAMS for Finance

• General Ledger / Financial Reporting ✓

• Budget Development ✓

• Purchasing ✓

• Bank Reconciliation ✓

• Fixed Assets ✓

• Accounts Receivable ✓

• Accounts Payable ✓

Ø Student Management Solutions TEAMS for Student

• Attendance ✓

• Discipline ✓

• Fees and Billing ✓

• Grades and Report Cards ✓

• Immunization and Health ✓

• Parent and Student Portal ✓

• Online Registration and Enrollment ✓

• Scheduling ✓

• Special Programs ✓

Table 2: TEASM Capabilities Table

TEAMS System Summary

TEAMS is an Enterprise Resource Planning System for Finance Management, Human Resource, and

Student Management. (Figure 7) TEAMS is a single relational database, web-based application

that increases staff, efficiency, decreases downtime and cost of ownership, and eliminated manual data

transfer.

RFP # 21-17




TEAMS ERP consists of the following components:

➢ TEAMS for Finance - Enables districts to efficiently manage complex K-12 financial

processes starting with the districts most funded area, personal budgeting, and having full

visibility of HR processes.

➢ TEAMS for Human Resources – Provides districts with a global data management tool that

can effectively analyze the largest segment of a school district's budget. Consolidating

numerous HR systems into one will save district staff time and effort, from job postings,

application entry, applicant tracking, payroll, and substitute management

➢ TEAMS for Student - Gives district teachers, counselors, and administrators access to real-

time student data from anywhere.

➢ System wide Tools for TEAMS - Pulls information from Finance, Human Resources, and

Student information to build an intelligent, synergistic utility for every district, including

reporting within the TEAMS system

Figure 7: TEAMS System Overview

TEAMS Functionality Overview

TEAMS for Finance

TEAMS for Finance provides an efficient method of managing complex K-12 financial processes.

TEAMS finance functionality is designed to be intelligent and tightly integrated to streamline

processes and ensure accuracy. For example, financial encumbrances are created the instant a

requisition is entered into the system, if the requisition is denied, the funds are immediately released.

RFP # 21-17




Always allowing for 100% real-time data, therefore knowing exactly how much your district has spent

and how much of the budget is still available. All authorized district personnel have ready access to

this information without having to involve additional district staff.

Districts will have more operational controls over accounts payable, accounts receivable, and cash

management tasks, thanks to TEAMS Bank Reconciliation. When you reconcile, TEAMS

automatically pulls transaction information from all related finance tools.

TEAMS for Finance Management includes the following features:

➢ General Ledger

➢ Grants Management

➢ Non-Personnel Budgeting

➢ Vendor Management

➢ Procurement

➢ Procurement Card Management

➢ Account payable

➢ Travel Management

➢ Mileage Reimbursement

➢ Cash Receipts & Deposits

➢ Accounts Receivable

➢ Bank Reconciliation

➢ Warehouse Management

➢ Fixed Assets

➢ Inventory

➢ Work Orders

The following sections provide additional information on some major features of the TEAMS for

Finance.

General Ledger

➢ TEAMS General Ledger is designed specifically for the K-12 industry.

➢ TEAMS facilitates fund and inter-fund accounting, grant accounting, and project accounting

through day-to-day activity transactions and account balance adjustments through adjusting

journal entries.

➢ The General Ledger recognizes multi-fiscal year reporting.

Budgeting

➢ Throughout a fiscal cycle, the finance department and departmental managers can actively

monitor each organization’s operations through the establishment of the annual budget and

continuous monitoring and adjustments to the budget due to expenditures and reallocations.

➢ With TEAMS Non-Personnel Budget functionality, districts can configure allocations and for

goods and services and join these organizational budget owners. The functionality is designed

to allow Budget Directors to manage information related to the allocation approval process,

including budget work submitted for approval by Budget Managers. Budget managers have a

work area in which they can analyze allocation information before submitting it for approval.

➢ With TEAMS Budgeting for personnel function, districts can view a snapshot of what its

current position inventory looks like. Managers can use what-if scenarios to project what a

specific budget group would look like when hypothetical adjustments are made to the pay

RFP # 21-17




grade. TEAMS calculates the adjustment and saves the scenario. Multiple scenarios can be

examined before one is selected to submit as the budget proposal.

Procurement

➢ With TEAMS Purchasing, districts can manage internal and external purchasing activities

electronically for the efficient, cost-effective procurement of goods and services. You can

streamline your procurement process by using automated workflow approvals, electronic

commerce, email, and electronic faxing. The TEAMS purchasing module also allows for the

electronic storage of vendor catalogs, allowing users ready access to procurement information.

➢ Districts can create multiple approval levels and buyer analysis levels (sequential or non-

sequential) in the requisition process and can configure approval and analysis rules for how

requisitions are routed.

ePayment

➢ ePayment in TEAMS can be used for any number of student fees, such as: course fees, activity

fees, school stores and community facing district/school stores, with full accounts receivable

integration. Within TEAMS, users can process secure credit card transaction and review fee

history and balances.

Accounts Payable

➢ Accounts Payable in TEAMS is fully integrated with the Vendor and Purchasing modules.

➢ Account Payable uses a three-part match process (Request-PO, Receiving, and Invoice).

Information can easily be shared between departments. Invoices are approved electronically

based on approver workflows.

➢ Accounts Payable is integrated with the Fixed Assets module.

Fixed Assets

➢ Fixed Assets in TEAMS is fully integrated with Purchasing.

➢ TEAMS provides the ability to track when fixed assets are transferred, retired, or added, and

to add a fixed asset and charge to multiple funds, projects, and/or grants.

Warehouse Inventory

➢ Warehouse inventory module fully interacts with the procurement, accounts payable, and

receiving modules.

➢ The inventory system features an online requisition with approval.

➢ Inventory management is improved through a defined pick process, automatically updating

inventory counts as items are removed from bins, allowing districts to make more accurate

purchasing decisions, while decreasing carrying costs.

RFP # 21-17




TEAMS for Human Resources

TEAMS for Human Resources will give districts a real-time, global tool for effectively managing your

HR needs today and into the future. It eliminates, paper processes and redundant data entry. When

an applicant accepts a job with a district, the application entered online becomes the basis for the

employee record. Also, with the Employee portal, employees can manage much of their own

information and contracts can be and signed electronically

As TEAMS is real-time, districts will always be using the most current data available for forecasting.

Other systems use snapshot files, which are copies of data that may or may not be completely up-to-

date. When you use TEAMS to forecast your budget, you can perform an endless number of "what-

if" scenarios to create projections you can save and go back and analyze during the budgeting process.

TEAMS for Human Resources includes the following functionality:

➢ Electronic Job Announcements

➢ Online Applications

➢ Applicant Tracking

➢ Position Control Inventory

➢ Employee Management

➢ Employee Portals

➢ Digital Contract Negotiation

➢ Certification Tracking

➢ Absence Management

➢ Time and Attendance

➢ Benefits Management

➢ Employee Separation

➢ Payroll

➢ Personnel Budgeting

➢ ACA Complaint/Reporting

➢ Substitute Management

The following sections provide additional information on some major features of the TEAMS for

Human Resources.

Online Application

➢ The electronic TEAMS Applicant Submission, Tracking, and Hiring functionality is an

efficient, accurate, and flexible method of managing the employment process to ensure

districts have an opportunity to hire the best, most qualified staff.

➢ TEAMS provides the ability for prospective employees, substitutes, and volunteers to submit

electronic applications for review and acceptance.

Applicant Tracking/Applicant Hire

➢ The electronic hiring process allows districts to increase communication throughout the

system and streamline the hiring process with processes such as employment

recommendations, criminal history background checks, certification/highly qualified

verification, offer letters, applicant responses and hiring built into the TEAMS Human

Resource module.

➢ With online applications, basic data in the applicant records is entered directly by the applicant.

This reduces the need for district personnel to input data.

RFP # 21-17




Position Inventory

➢ TEAMS Position Inventory is fully integrated with multiple district processes. Within the

TEAMS application, an individual cannot be hired into a position without a vacancy. Since

the Payroll module fully interacts with the position inventory, an individual cannot be paid

without occupying a position. Since the Budget module fully interacts with the position

inventory, an organization cannot have more positions than have been approved.

➢ With TEAMS, districts can track open positions and review budgeted and actual amounts for

positions, enabling Budget Directors to see true position costs. Managers can use TEAMS

reports to analyze vacant positions by organization to help them make timely decisions related

to vacant positions.

➢ Additionally, TEAMS Position Control provides exceptional flexibility to bring roles,

calendars, schedules, organizations, locations, and assignments together to create positions to

be posted and filled, by both external candidates and internal transfers.

Payroll

➢ TEAMS Position Control is fully integrated with multiple district processes. Within the

TEAMS application, an individual cannot be hired into a position without a vacancy. Since

the Payroll feature fully interacts with the position inventory, an individual cannot be paid

without occupying a position. Since the Budget fully interacts with the position inventory, an

organization cannot have more positions than have been approved.

➢ With TEAMS, you can track open positions and review budgeted and actual amounts for

positions, enabling Budget Directors to see true position costs. Managers can use TEAMS

reports to analyze vacant positions by organization to help them make timely decisions related

to vacant positions.

➢ Additionally, TEAMS Position Control provides exceptional flexibility to bring roles,

calendars, schedules, organizations, locations, and assignments together to create positions to

be posted and filled, by both external candidates and internal transfers.

Time and Attendance

➢ TEAMS Time and Attendance function, assigned approvers can approve or deny electronic

time cards (ETC), view and modify daily ETC details for employees, add additional ETCs for

employees, change an employee’s schedule as necessary, and print employee ETCs and ETC

management reports. The Supplemental Pay Approval function allows users to quickly

approve supplemental pay for one or more employees.

➢ TEAMS tracks leave balances and allows the configuration of docking rules. A district can

define an unlimited number of leave types, and for each define the accrual rules and year-end

settlement rules.

RFP # 21-17




Substitute Management

➢ Districts can use TEAMS Substitute Hiring functionality to create orientation sessions for

substitutes and to review substitute applications, check references, and hire substitutes.

➢ TEAMS allows districts to quickly accept or reject substitutes for consideration based on basic

information from their application. Substitutes can use TEAMS Substitute Service Center to

accept or reject jobs and to customize settings, such as availability and preferred locations.

Employee Portal

➢ TEAMS creates the initial employee record automatically when an applicant is hired and

populates information from the applicant record. The employee record is a comprehensive

repository of an employee’s information, including personal data, employment status,

education history, certification history (including information about endorsements, tests,

programs, permits, or deficiencies), assignment, pay, stipends, deductions, contracts, and leave

balances, as well as the ability to maintain information specific to substitutes.

➢ Built-in employee to-do lists help Human Resource staff identify items missing from an

employee’s record, such as direct deposit, I-9, pay grade verification, retirement options, time

card, and W-4 information.

Volunteer Management

➢ TEAMS maintains Volunteer applicants in the database, allowing the Human Resource staff

to search for volunteers to fill roles at locations throughout the district.

➢ Volunteers complete an Online Application for positions at the district/school. Business Rules

can be set to control the information your district wants to show on the Volunteer Application

Travel Management

➢ TEAMS allows districts to create, maintain, submit and approve travel requests and expense

reports electronically. Your district can maintain mileage reimbursement rates, create, approve,

and search for Travel Requests. Travel requests can be approved or denied individually.

➢ TEAMS allows individual employees to record their in-district mileage on a month by month

basis. Your district can set pre-approved routes in the system to be used in the mileage area

of TEAMS as well as approve any new routes that are submitted. Submitting and approving

is all done electronically.

TEAMS for Student

TEAMS for Student Management is a real-time, web-based solution. Teachers, counselors, and

administrators can access up-to-date and accurate data from anywhere they have internet access. When

attendance, assignment, and report card grades are entered by teachers, the information is instantly

viewable by campus administration, parents and guardians.

RFP # 21-17




Additionally, TEAMS for Student Management automates numerous processes, such as scheduling

and next year rollover, that will ease the burden on district staff and enable districts to focus more

attention and resources on achieving educational goals for the students.

TEAMS for Student includes the following functionality:

➢ Online Enrollment

➢ Demographics

➢ Address Standardization/Geocoding

➢ Attendance

➢ Grading

➢ Gradebook

➢ Graduation Plans

➢ Portals (Family and Student)

➢ Fee Management

➢ Discipline

➢ Special Programs

➢ Response to Intervention

➢ Health Services

➢ Scheduling

The following sections provides additional information on major features of the TEAMS for Student.

Online Enrollment & Registration

➢ Customizable field labels and instructional text displayed.

➢ Supports additional languages (in addition to English) for parents.

➢ System logic prevents duplicate student data from being entered.

➢ Custom student forms can be created.

➢ Attachments can be uploaded, such as address verification and immunization documents.

Demographics

➢ The TEAMS database facilitates the enrollment and transfer of students across the district.

➢ TEAMS prevents users from enrolling a student with the same state ID as another student.

➢ Users can search for contacts already in the system by name, phone, or address, or they can

search for contacts by siblings already in the system.

➢ TEAMS alerts users of potential duplicate data entry on both contacts and students.

➢ The address boundary checker requires all students to have one parent/guardian with whom

they reside and to have an address within campus boundaries, or an address override reason.

➢ TEAMS has a schedule enroll process to accommodate those students enrolled at one

campus, but who will attend classes at another campus (i.e., night school).

➢ Students can easily be withdrawn, and TEAMS contains functionality to easily “No Show” a

single student or a group of students.

RFP # 21-17




Scheduling

➢ TEAMS Mass Scheduling function, allows administrators to process course requests for all

students in a selected grade level or for all students at the campus. Administrators can assign

priority to the grade levels they want to process first.

➢ The Mass Scheduler automatically balances classes based on gender, ethnicity, and student

counts, with optional balancing criteria based on special programs.

➢ The Mass Schedule Change function allows users to mass add, delete, or drop courses.

➢ Elementary Scheduling is simplified with mass schedule change functionality, allowing

campuses to quickly assign groups of course requests for groups of students.

➢ Course requests are entered using the web portal, with the Scheduling Self-Serve application

in TEAMS.

➢ Student schedule history is tracked within TEAMS in the student demographic file, tracking

withdraws, re-enrollment, courses and campuses attended.

➢ Seat counts are updated in real-time and viewable when scheduling a student.

➢ TEAMS users can see a student’s history of dropped classes.

➢ Grades and attendance can be transferred with easy schedule linking.

Master Scheduler

➢ In TEAMS, courses are defined at the district level and then pushed to the campuses that use

them, thus eliminating the need to build courses multiple times.

➢ New courses are easily added to the Master Schedule for a campus in the Course Sections

function, which is also connected for grading and attendance purposes.

➢ Districts can use the Master Schedule Builder to define preferences and relationships to let

TEAMS automatically build the best term, day, and period for courses & sections, based on

course requests and teacher availability.

➢ TEAMS Master Schedule Builder can save Master Schedules, allowing for Master Schedules

to be restored from previous builder runs and selectable for use again for campuses.

Attendance

➢ Attendance data can be entered on, before, or after the actual effective date by authorized

users.

➢ Campuses can access and edit attendance for the dates a student was enrolled on their campus

even after they are withdrawn and enrolled on another campus.

➢ Student attendance history is viewable in each student demographic.

➢ Teacher attendance is available in class roster or seating chart format.

RFP # 21-17




➢ Schedule changes are reflected in real-time on teacher rosters.

➢ Attendance posting rules and period time limits are configurable by campus.

➢ Attendance clerks can enter and edit attendance

➢ Unapproved Absences List easily identifies absences with the default absence reason.

➢ Attendance clerks can use Mass Maintenance Attendance to modify records for groups of

students who share an attendance status.

➢ District-defined attendance groups allow for reporting on any combination of absence

reasons.

➢ Excessive Attendance Reports and Letters can be created.

Gradebook

➢ Teachers can control the look and feel of their Gradebook with color schemes for

assignments, and using aliases for class names, etc.

➢ Students’ averages are updated in real-time and teachers can post information for Progress

Reports or Report Cards with the click of a button.

➢ Schedule changes are reflected in real-time in the teacher’s Gradebook.

➢ After a schedule change, the teacher can view assignment grades from the dropped course

section.

➢ Teachers have access to their classes at all campuses based on Master Schedules.

➢ Gradebook categories and weights can be controlled at the campus level and modified across

grading periods.

➢ Teachers have quick access to student demographic data, contacts, schedule, attendance, and

reports.

➢ The Finalize feature allows teachers to indicate grade verification completion electronically.

➢ Grading clerks and district staff have the option to post the Gradebook cycle average for a

grade type for one, multiple, or all course/sections at a campus.

Grading

➢ Grades can be calculated at the student, section, or campus level.

➢ Changes in enrollment and schedules are reflected in real-time in Grading functions.

➢ Grading periods are defined at the campus level.

➢ Grades earned out-of-district can be entered and identified with a different color in TEAMS.

➢ The district can define and calculate an unlimited number of GPAs.

RFP # 21-17




➢ Ranks can be calculated on any GPA with an option to keep the rank history.

Transcripts & Graduation Requirements

➢ TEAMS Transcript functionality is designed for K-12 school districts and contains the state-

required transcript layout.

➢ Out-of-district records can be easily entered using existing course information or using the

state Service ID if the district does not offer the same course.

➢ Transcript data is entered in one place, and imported TAKS data is printed on the transcript.

➢ Grades can be entered for mass transcripts, for a selected grade range at a campus or for an

individual student.

➢ Distinguished Achievement Program information can be entered and printed on transcripts.

➢ A Personal Graduation Plan can be created for a student and users view credit deficiencies

based on a student’s graduation (4-year) plan.

Discipline

➢ Districts can set up Discipline Notifications for administrators.

➢ Incident numbers are managed across the district with the ability for multiple schools to access

the same incident.

➢ TEAMS allows for approved users to view attendance, demographic, grading, health, a photo,

and schedule information for the student.

➢ Indicators allow users to see a student’s Special Program participation while they are entering

a discipline incident.

➢ Multiple students can be added to the same incident within the same campus.

➢ Users can view a student’s discipline history across all campuses and years within the district.

➢ In TEAMS, courses can be created specifically for use as ISS-Detention courses, and discipline

clerks can add students to these class rosters using the Discipline module.

Health

➢ TEAMS automatically calculates the immunization status for students based on state health

services requirements and decide what medical history details to track for students.

➢ Class health screening functionality allows nurses to quickly enter screening results for a class

roster or grade level.

➢ Nurses can enter information about each visit to their office, including vital signs, symptoms,

assessments, action/interventions, and information about the result of the visit.

RFP # 21-17




➢ Nurses can schedule and track recurring student medications/procedures so that they are

displayed on the nurse’s Daily Health Maintenance list.

Special Programs

➢ Districts can define their own programs for groups of students, as well as to define district

dates to use with specific Special Programs.

➢ District administration can access Special Program data for a student without having to know

which campus where the student is enrolled.

➢ Special Program history is easily viewed and maintained for students. At the new year rollover,

Special Programs can be ended or remain active.

➢ Special Program identifiers can be added to any student screen.

➢ User-defined tabs and fields can be added to track additional Special Program information.

Parent Portal

➢ Districts can control whether parents register for the Parent Self-Serve application online or

at the student’s campus.

➢ Districts can control what information is displayed in Parent Self-Serve, per campus.

➢ Assignments are viewable, with teacher notes. Allowing parents to view real-time assignments,

due dates, grading scale, assignment weights, and grades per project or assignment.

➢ Parents can also view Progress Reports, Report Cards, Attendance, Discipline, heath visits,

and transportation information

➢ Parents can email their students teachers in TEAMS Parent Self-Serve.

➢ Notifications are available for student’s attendance and grades.

➢ Custom notes per district, campus, and/or class level can be made viewable in the Parent Self-

Serve.

TEAMS System-Wide Tools

TEAMS can improve a district’s business intelligence. Information is pulled from the Finance

Management, Human Resource, and Student Management areas to build a synergistic utility that

maximizes data control. For example, a district can define electronic notifications to alert staff across

departments to events you define, such as approvals, denied requests, or new applicant. Integrated

business rules enable you to include best practice procedures in the implementation of TEAMS.

With TEAMS Security, districts have an increased the level of control over what users can access—

from entire modules, down to the granular level of entry fields on a page. Security is assigned to

positions, not to people, which streamlines the security management process. Security access can be

set quickly and efficiently, and if a person changes positions, his or her security settings are

automatically reset for the new position assignment.

RFP # 21-17




TEAMS System-Wide tools the following features:

➢ Dashboards

➢ Mobile App

➢ Security

➢ Reporting (Standard & Ad-hoc)

➢ System Notifications

➢ Process Management Workflow

➢ Electronic documents Management

➢ State and Federal Reporting

The following sections provide additional information on other system-wide tool of the TEAMS.

Security

➢ TEAMS centralizes information into one database. Sensitive data can be protected by the

district’s existing firewall, and actions are tracked and can be viewed in the audit trail.

➢ With TEAMS, districts can assign very specific security access to employee positions in

accordance with district security policies. Security Roles are created based on job roles, or

functions, and then assigned to specific employee positions.

➢ TEAMS links security to the position and not individual employees, once the Security Role is

assigned to a position, it does not have to be reassigned when new employees fill the position.

➢ With the Security Role, districts can control at a granular level the information employees can

view, edit, or enter. Districts can manage access to pages within a function, as well as the

specific controls on the page (for example, entry fields or drop-down lists).

Mobile App

The TEAMS application is constantly changing to meet the needs of our clients with

new releases. TEAMS is also a very modularized application with components

implemented in a highly standardized fashion. Together these components make up

the complete application. To ensure all reasonable areas of TEAMS are accessible and

operable via mobile devices and browsers, Prologic rolled out the TEAMS mobile applications for a

wide variety of functional areas. These mobile applications are implemented with the latest hybrid

mobile application technologies and leverage the business intelligence components used by our

standard user interface.

TEAMS Mobile is a free app availableAndroidm, iOS and Windows devices. This is just one example

of leveraging our architecture to stay current with emerging technologies.

System Notifications

➢ TEAMS has a complex and innovative communications system that notifies you of certain

events that you define. You can subscribe to be notified of system events that matter to you.

➢ You can also control who can subscribe to system notifications.

https://itunes.apple.com/us/app/teams-mobile/id1030956559?mt=8

RFP # 21-17




Process Management Flow

➢ We include your district’s best practice procedures into your system deployment. This offers

you an opportunity to reduce errors and improve efficiency through system implementation.

Electronic Documents

➢ TEAMS provides the ability for users across the spectrum—from applicants to teachers to

vendors—to work in a paperless environment. This is especially useful in employee

evaluations, electronic contracts, eSignature, and all components of the Employment folder.

➢ Another impressive component is that when applicants access an electronic posting, they can

attach documents to their application and name it in terms of what the district requires.

Reports

➢ Districts can use 1099 functionality in TEAMS to report to the IRS payments made to vendors

during a calendar year and to notify vendors of the amount being reported for them.

➢ Districts can build records from source data in the TEAMS System.

➢ In TEAMS, districts can build and review Employee W2 forms. Employee W2s can be printed,

viewed in the Employee Service Center, and/or mailed to employees, and a file can be

submitted to the Social Security Administration (SSA). With Jasper Reporting districts, can

generate custom reports in either PDF or Excel format.

Historical Data

➢ We provided data conversion/migration services for historical data from existing legacy

systems.

➢ TEAMS provided easy access to historic data. All data is accessed through one sign-on for

multiple years and campuses. Historical, current, and future-dated information give you power

to manage your data.

➢ TEAMS tracks data changes including all historical changes by date, time, and user ID,

username at the function, file, workstation and field level.

Prologic Services Overview

From project planning, through implementation, training and ongoing support, Prologic offers

professional expertise and services that can be relied on to ensure the transition to TEAMS is smooth

and the solution continues to deliver value for years to come. Service Ares include:

➢ Implementations Services

➢ Client Services

➢ IT Services

➢ Data Services

RFP # 21-17




Implementation Services

Prologic offers professional expertise and services during project planning, implementation, training

and ongoing support for the life of a district’s partnership with Prologic. We guarantee a smooth

transition to TEAMS and ensure that the solution will continue to deliver value to the districts and

community for years to come.

Prologic front-loads the implementation project with specialists early in the process, and our team

plans the required activities and resources. This approach leads to greater district autonomy during all

and later stages of the project, which in turn results in lower program management costs. Allowing

district staff sufficient time and resources to complete implementation tasks, in addition to their daily

duties.

Prologic offers services that will help to maintain and tailor TEAMS to meet the districts’ needs and

goals. Our knowledgeable and experienced consultants are available to help districts seamlessly

integrate data and streamline processes. Services included in a new TEAMS Implementation:

➢ Project Management

➢ Data conversion

➢ Training

➢ Consulting

Project Management

Prologic provides superior project management to get your district up and running on the TEAMS

ERP on time and on budget. Because Prologic designed TEAMS from the ground up with the help

of school districts, the system is industry-intelligent and does not require customization, which means

you can have an off-the-shelf implementation. For each client implementation, we assign a dedicated,

experienced Project Manager, who works to understand your district's processes and manages ongoing

project activities. In addition, Prologic uses an online project management tool so that you can see the

progress of your implementation on the Web through every phase of the project.

Client Services

Consulting Services

Prologic offers customized services (training, programming & consulting) that help you maintain and

tailor TEAMS system to meet your district’s business information management needs. Our staff of

knowledgeable and experienced consultants are available to help you seamlessly integrate your data

and streamline your processes. Prologic provides on-site or off-site consulting and can assist with new

projects or advise you on a planned implementation.

Training Services

Prologic believes that an implementation project’s success is heavily dependent on the development,

implementation, and maintenance of effective training programs. Prologic combines general training

knowledge with specific programmatic knowledge to provide successful training packages. Our

RFP # 21-17




approach draws upon the depth of our experience over the past 25 years in training and supporting

our customers using the Pearson products, and more than 11 years of experience training the TEAMS

ERP users. We will attempt to include our training philosophy:

“Tell me and I will forget; show me and I may remember; involve me and I

will understand.”

We will develop a training plan for your district that will include the training audience, training topics,

proposed training materials and tools, training logistics including the training locations and schedules,

training communication plan and training evaluation procedures. Prologic invites the district staff to

provide the input to our staff while the plan is being cooperatively developed, to conduct a review of

the training methodology, and to offer feedback on the effectiveness of the training program. We have

learned from our previous TEAMS projects that because of the design of the application and the

amount of training for TEAMS modules is less than that for other systems.

Support Services

The TEAMS support program is simple. The same support program is used for all levels of users and

technicians. Technical and end user support is handled in the same manner at Prologic. Your district

can be assured that your users will receive the support needed, by the proper staff that can resolve the

issue in a timely manner. We provide multiple methods of access to our central support center based

in Austin, Texas, through web-based direct access to the Help Desk, problem resolution software and

toll-free phone access to the Help Desk.

The TEAMS Help Desk is open from 7:30 a.m. through 5:30 p.m., Central Time, Monday - Friday,

except Prologic holidays. For emergency purposes outside the normal days or hours of operation,

users have access to our issue tracking and resolution program.

Data Services

Data Conversion

Prologic built its conversion process around ensuring data integrity when migrating to TEAMS. We

would work closely with your district and use proven processes to give you confidence in the

converted data. We offer the option of converting into a User Acceptance environment, which enables

you to view the data through the User Interface before pushing to production. Additionally, when

necessary, we have created internal environments for district to fast-track conversion while they are

procuring hardware.

Custom Report Development

The TEAMS ERP comes with hundreds of distributed reports, but if your district would like to

customize a report or have a report designed specifically for you, Prologic report writers can perform

requirements analysis and create the report you need.

RFP # 21-17




Third-Party Interface Development and Support

Our clients typically find that the TEAMS ERP replaces many of their third-party products, but should

your district need an interface to a third-party product, Prologic can set up the interface, perform any

required custom programming, and provide ongoing maintenance and support.

IT Services

Hosting

The cloud enables you to scale as you grow, have a better utilization, provide operation efficiencies,

and lower capital investments. Prologic offers a hosted TEAMS solution that is managed by us and

allows for access from anywhere.

Benefits of a Hosted Solution

➢ Scale as You Grow—Load balance, add additional memory, storage and CPU capacity as

needed.

➢ Redundancy—We offer server infrastructure and data replication for High Availability and

Disaster Recovery.

➢ Advanced Server Monitoring—Reduce downtime due to unexpected events. Your system

is monitored 24x7x365.

➢ Cloud Computing Access—Access your data from anywhere.

➢ Backup Solution—We offer full local or offsite data backups with several options for data

replication.

RFP # 21-17




Tab 8 – Value Added Products and Services

We are not offering any addition products, as TEAMS in an all-inclusive solution for the management

of Finance, Human Resources, and Student information. With a single database, such as TEAMS,

there is a noticeable reduction in the amount of staff time dedicated to managing administrative

processes, as well as a reduction of data entry errors and inconsistencies.

A single database means districts would minimize the areas in which data is stored and maintained.

Our clients typically find that TEAMS can replace numerous 3rd party systems and reduce the annual

costs associated with maintaining multiple systems. The following list are some of the systems that

TEAMS could replace:

➢ Applicant Tracking

➢ Position Control

➢ Time and Attendance

➢ Work Order Management

➢ Asset Management

➢ Substitute Management

➢ Online Student Enrollment/Registration

➢ Student Health Record Management

RFP # 21-17




Tab 9 – Required Documents

➢ Clean Air and Water Act / Debarment Notice

➢ Contractors Requirements

➢ Antitrust Certification Statements

➢ FEMA Standard Terms and Conditions Addendum for Contracts and Grants

➢ Required Clauses for Federal Assistance by FTA

➢ State Notice Addendum

Clean Air and Water Act & Debarment Notice

I, the Vendor, am in compliance with all applicable standards, orders or regulations issued pursuant to .ne Clean Air Act of 1970, as Amended ( 42 U.S. C. 1857 (h), Section 508 of the Clean Water Act, as

amended (33 U.S.C. 1368), Executive Order 117389 and Environmental Protection Agency Regulation, 40 CFR Part 15 as required under 0MB Circular A-102, Attachment 0, Paragraph 14 (1) regarding reporting violations to the grantor agency and to the United States Environment Protection Agency Assistant Administrator for the Enforcement.

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, "Debarment and Suspension", as described in the Federal Register and Rules and Regulations

Potential Vendor

Print Name

Address

City, Sate, Zip


Date


eff Pe er

10801-1 North Mopac Expressway, Suite 120

Austin, TX 7:z

11/07/17

Contractor Requirements

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. All 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.

r:ontractor 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 offerer 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 Ira


Date 11/07/17

Antitrust Certification Statements (Tex. Government Code § 2155.005)

I affirm under penalty of perjury of the laws of the State ofTexas that:

(1) I 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

Address

City /State/Zip

Telephone No.

Fax No.

Email address

Printed name

Position with company



10801 -1 North Mopac Expressway, S1 lite 1 20

Austin Texas 78759

512-328-9496

512-342-1705

[email protected]

Jeff Pepper

FEMAStandardTermsandConditionsAddendumforContractsandGrants

IfanypurchasemadeundertheMasterAgreementisfundedinwholeorinpartbyFederalEmergencyManagementAgency(“FEMA”)grants,ContractorshallcomplywithallfederallawsandregulationsapplicabletothereceiptofFEMAgrants,including,butnotlimitedtothecontractualproceduressetforthinTitle44oftheCodeofFederalRegulations,Part13(“44CFR13”).

Inaddition,Contractoragreestothefollowingspecificprovisions:

1) Pursuantto44CFR13.36(i)(1),Universityisentitledtoexercisealladministrative,contractual,orotherremediespermittedbylawtoenforceContractor’scompliancewiththetermsofthisMasterAgreement,includingbutnotlimitedtothoseremediessetforthat44CFR13.43.

2) Pursuantto44CFR13.36(i)(2),UniversitymayterminatetheMasterAgreementforcauseorconvenienceinaccordancewiththeproceduressetforthintheMasterAgreementandthoseprovidedby44CFR13.44.

3) Pursuantto44CFR13.36(i)(3)-(6)(12),and(13),Contractorshallcomplywiththefollowingfederallaws:a. ExecutiveOrder11246ofSeptember24,1965,entitled“EqualEmploymentOpportunity,”asamended

byExecutiveOrder11375ofOctober13,1967,andassupplementedinDepartmentofLabor(“DOL”)regulations(41CFRCh.60);

b. Copeland“Anti-Kickback”Act(18U.S.C.874),assupplementedinDOLregulations(29CFRPart3);c. Davis-BaconAct(40U.S.C.276a-276a-7)assupplementedbyDOLregulations(29CFRPart5);d. Section103and107oftheContractWorkHoursandSafetyStandardsAct(40U.S.C.327-30)as

supplementedbyDOLregulations(29CFRPart5);e. Section306oftheCleanAirAct(42U.S.C.1857(h),section508oftheCleanWaterAct(33U.S.C.1368),

ExecutiveOrder11738,andEnvironmentalProtectionAgencyregulations(40CFRpart15);andf. Mandatorystandardsandpoliciesrelatingtoenergyefficiencywhicharecontainedinthestateenergy

conservationplayissuedincompliancewiththeEnergyPolicyandConservationAct(Pub.L.94-163,89Stat.871).

4) Pursuantto44CFR13.36(i)(7),ContractorshallcomplywithFEMArequirementsandregulationspertainingtoreporting,includingbutnotlimitedtothosesetforthat44CFR40and41.

5) Pursuantto44CFR13.36(i)(8),Contractoragreestothefollowingprovisions72regardingpatents:a. Allrightstoinventionsand/ordiscoveriesthatariseoraredeveloped,inthecourseoforunderthis

Agreement,shallbelongtotheparticipatingagencyandbedisposedofinaccordancewiththeparticipatingagenciespolicy.Theparticipatingagency,atitsowndiscretion,mayfileforpatentsinconnectionwithallrightstoanysuchinventionsand/ordiscoveries.

6) Pursuantto44CFR13.36(i)(9),Contractoragreestothefollowingprovisions,regardingcopyrights:a. IfthisAgreementresultsinanycopyrightablematerialorinventions,inaccordancewith44CFR13.34,FEMA

reservesaroyalty-free,nonexclusive,andirrevocablelicensetoreproduce,publishorotherwiseuse,forFederalGovernmentpurposes:1) Thecopyrightinanyworkdevelopedunderagrantorcontract;and2) Anyrightsofcopyrighttowhichagranteeoracontactorpurchasesownershipwithgrantsupport.

7) Pursuantto44CFR13.36(i)(10),Contractorshallmaintainanybooks,documents,papers,andrecordsoftheContractorwhicharedirectlypertinenttothisMasterAgreement.Atanytimeduringnormalbusinesshoursandasoftenastheparticipatingagencydeemsnecessary,Contractorshallpermitparticipatingagency,FEMA,theComptrollerGeneralofUnitedStates,oranyoftheirdulyauthorizedrepresentativestoinspectandphotocopysuchrecordsforthepurposeofmakingaudit,examination,excerpts,andtranscriptions.

8) Pursuantto44CFR13.36(i)(11),ContractorshallretainallrequiredrecordsforthreeyearsafterFEMAorparticipatingagencymakesfinalpaymentsandallotherpendingmattersareclosed.Inaddition,Contractorshallcomplywithrecordretentionrequirementssetforthin44CFR13.42.

RequiredClausesforFederalAssistanceprovidedbyFTA

ACCESSTORECORDSANDREPORTS

Contractoragreesto:

a) Maintainallbooks,records,accountsandreportsrequiredunderthisContractforaperiodofnotlessthanthree(3)yearsafterthedateofterminationorexpirationofthisContractoranyextensionsthereofexceptintheeventoflitigationorsettlementofclaimsarisingfromtheperformanceofthisContract,inwhichcaseContractoragreestomaintainsameuntilPublicAgency,theFTAAdministrator,theComptrollerGeneral,oranyoftheirdulyauthorizedrepresentatives,havedisposedofallsuchlitigation,appeals,claimsorexceptionsrelatedthereto.

b) Permitanyoftheforegoingpartiestoinspectallwork,materials,payrolls,andotherdataandrecordswithregardtotheProject,andtoauditthebooks,records,andaccountswithregardtotheProjectandtoreproducebyanymeanswhatsoeverortocopyexcerptsandtranscriptionsasreasonablyneededforthepurposeofauditandexamination.

FTAdoesnotrequiretheinclusionoftheserequirementsofArticle1.01insubcontracts.Reference49CFR18.39(i)(11).

CIVILRIGHTS/TITLEVIREQUIREMENTS

1) Non-discrimination.InaccordancewithTitleVIoftheCivilRightsActof1964,asamended,42U.S.C.§2000d,Section303oftheAgeDiscriminationActof1975,asamended,42U.S.C.§6102,Section202oftheAmericanswithDisabilitiesActof1990,asamended,42U.S.C.§12132,andFederalTransitLawat49U.S.C.§ 5332,Contractororsubcontractoragreesthatitwillnotdiscriminateagainstanyemployeeorapplicantforemploymentbecauseofrace,color,creed,nationalorigin,sex,maritalstatusage,ordisability.Inaddition,ContractoragreestocomplywithapplicableFederalimplementingregulationsandotherimplementingrequirementsFTAmayissue.

2) EqualEmploymentOpportunity.ThefollowingEqualEmploymentOpportunityrequirementsapplytothisContract:

a. Race,Color,Creed,NationalOrigin,Sex.InaccordancewithTitleVIIoftheCivilRightsAct,asamended,42U.S.C.§2000e,andFederalTransitLawat49U.S.C.§5332,theContractoragreestocomplywithallapplicableEqualEmploymentOpportunityrequirementsofU.S.Dept.ofLaborregulations,“OfficeofFederalContractCompliancePrograms,EqualEmploymentOpportunity,DepartmentofLabor,41CFR,Parts60etseq.,andwithanyapplicableFederalstatutes,executiveorders,regulations,andFederalpoliciesthatmayinthefutureaffectconstructionactivitiesundertakeninthecourseofthisProject.Contractoragreestotakeaffirmativeactiontoensurethatapplicantsareemployed,andthatemployeesaretreatedduringemployment,withoutregardtotheirrace,color,creed,nationalorigin,sex,maritalstatus,orage.Suchactionshallinclude,butnotbelimitedto,thefollowing:employment,upgrading,demotionortransfer,recruitmentorrecruitmentadvertising,layoffortermination,ratesofpayorotherformsofcompensation;andselectionfortraining,includingapprenticeship.Inaddition,ContractoragreestocomplywithanyimplementingrequirementsFTAmayissue.

b. Age.InaccordancewiththeAgeDiscriminationinEmploymentAct(ADEA)of1967,asamended,29U.S.C.Sections621through634,andEqualEmploymentOpportunityCommission(EEOC)implementingregulations,“AgeDiscriminationinEmploymentAct”,29CFRPart1625,prohibitemploymentdiscriminationbyContractoragainstindividualsonthebasisofage,includingpresentandprospective

employees.Inaddition,ContractoragreestocomplywithanyimplementingrequirementsFTAmayissue.

c. Disabilities.InaccordancewithSection102oftheAmericanswithDisabilitiesActof1990,asamended(ADA),42U.S.C.Sections12101etseq.,prohibitsdiscriminationagainstqualifiedindividualswithdisabilitiesinprograms,activities,andservices,andimposesspecificrequirementsonpublicandprivateentities.ContractoragreesthatitwillcomplywiththerequirementsoftheEqualEmploymentOpportunityCommission(EEOC),“RegulationstoImplementtheEqualEmploymentProvisionsoftheAmericanswithDisabilitiesAct,”29CFR,Part1630,pertainingtoemploymentofpersonswithdisabilitiesandwiththeirresponsibilitiesunderTitlesIthroughVoftheADAinemployment,publicservices,publicaccommodations,telecommunications,andotherprovisions.

d. SegregatedFacilities.Contractorcertifiesthattheircompanydoesnotandwillnotmaintainorprovidefortheiremployeesanysegregatedfacilitiesatanyoftheirestablishments,andthattheydonotandwillnotpermittheiremployeestoperformtheirservicesatanylocationundertheContractor’scontrolwheresegregatedfacilitiesaremaintained.Asusedinthiscertificationtheterm“segregatedfacilities”meansanywaitingrooms,workareas,restroomsandwashrooms,restaurantsandothereatingareas,parkinglots,drinkingfountains,recreationorentertainmentareas,transportation,andhousingfacilitiesprovidedforemployeeswhicharesegregatedbyexplicitdirectiveorareinfactsegregatedonthebasisofrace,color,religionornationaloriginbecauseofhabit,localcustom,orotherwise.ContractoragreesthatabreachofthiscertificationwillbeaviolationofthisCivilRightsclause.

3) SolicitationsforSubcontracts,IncludingProcurementsofMaterialsandEquipment.Inallsolicitations,eitherbycompetitivebiddingornegotiation,madebyContractorforworktobeperformedunderasubcontract,includingprocurementsofmaterialsorleasesofequipment,eachpotentialsubcontractororsuppliershallbenotifiedbyContractorofContractor'sobligationsunderthisContractandtheregulationsrelativetonon-discriminationonthegroundsofrace,color,creed,sex,disability,ageornationalorigin.

4) SanctionsofNon-Compliance.IntheeventofContractor'snon-compliancewiththenon-discriminationprovisionsofthisContract,PublicAgencyshallimposesuchContractsanctionsasitortheFTAmaydeterminetobeappropriate,including,butnotlimitedto:1)WithholdingofpaymentstoContractorundertheContractuntilContractorcomplies,and/or;2)Cancellation,terminationorsuspensionoftheContract,inwholeorinpart.

ContractoragreestoincludetherequirementsofthisclauseineachsubcontractfinancedinwholeorinpartwithFederalassistanceprovidedbyFTA,modifiedonlyifnecessarytoidentifytheaffectedparties.

DISADVANTAGEDBUSINESSPARTICIPATION

ThisContractissubjecttotherequirementsofTitle49,CodeofFederalRegulations,Part26,“ParticipationbyDisadvantagedBusinessEnterprisesinDepartmentofTransportationFinancialAssistancePrograms”,therefore,itisthepolicyoftheDepartmentofTransportation(DOT)toensurethatDisadvantagedBusinessEnterprises(DBEs),asdefinedin49CFRPart26,haveanequalopportunitytoreceiveandparticipateintheperformanceofDOT-assistedcontracts.

1) Non-DiscriminationAssurances.Contractororsubcontractorshallnotdiscriminateonthebasisofrace,color,nationalorigin,orsexintheperformanceofthisContract.Contractorshallcarryoutallapplicablerequirementsof49CFRPart26intheawardandadministrationofDOT-assistedcontracts.FailurebyContractortocarryouttheserequirementsisamaterialbreachofthisContract,whichmayresultintheterminationofthisContractorothersuchremedyaspublicagencydeemsappropriate.EachsubcontractContractorsignswithasubcontractormustincludetheassuranceinthisparagraph.(See49CFR26.13(b)).

2) PromptPayment.ContractorisrequiredtopayeachsubcontractorperformingWorkunderthisprimeContractforsatisfactoryperformanceofthatworknolaterthanthirty(30)daysafterContractor’sreceiptofpaymentforthatWorkfrompublicagency.Inaddition,Contractorisrequiredtoreturnanyretainagepaymentstothosesubcontractorswithinthirty(30)daysafterthesubcontractor’sworkrelatedtothisContractissatisfactorilycompletedandanylienshavebeensecured.Anydelayorpostponementofpaymentfromtheabovetimeframesmayoccuronlyforgoodcausefollowingwrittenapprovalofpublicagency.ThisclauseappliestobothDBEandnon-DBEsubcontractors.ContractormustpromptlynotifypublicagencywheneveraDBEsubcontractorperformingWorkrelatedtothisContractisterminatedorfailstocompleteitsWork,andmustmakegoodfaitheffortstoengageanotherDBEsubcontractortoperformatleastthesameamountofwork.ContractormaynotterminateanyDBEsubcontractorandperformthatWorkthroughitsownforces,orthoseofanaffiliate,withoutpriorwrittenconsentofpublicagency.

3) DBEProgram.InconnectionwiththeperformanceofthisContract,ContractorwillcooperatewithpublicagencyinmeetingitscommitmentsandgoalstoensurethatDBEsshallhavethemaximumpracticableopportunitytocompeteforsubcontractwork,regardlessofwhetheracontractgoalissetforthisContract.Contractoragreestousegoodfaitheffortstocarryoutapolicyintheawardofitssubcontracts,agentagreements,andprocurementcontractswhichwill,tothefullestextent,utilizeDBEsconsistentwiththeefficientperformanceoftheContract.

ENERGYCONSERVATIONREQUIREMENTS

ContractoragreestocomplywithmandatorystandardsandpoliciesrelatingtoenergyefficiencywhicharecontainedintheStateenergyconservationplansissuedundertheEnergyPolicyandConservationAct,asamended,42U.S.C.Sections6321etseq.and41CFRPart301-10.

FEDERALCHANGES

ContractorshallatalltimescomplywithallapplicableFTAregulations,policies,proceduresanddirectives,includingwithoutlimitationthoselisteddirectlyorbyreferenceintheContractbetweenpublicagencyandtheFTA,astheymaybeamendedorpromulgatedfromtimetotimeduringthetermofthiscontract.Contractor’sfailuretosocomplyshallconstituteamaterialbreachofthisContract.

INCORPORATIONOFFEDERALTRANSITADMINISTRATION(FTA)TERMS

Theprovisionsinclude,inpart,certainStandardTermsandConditionsrequiredbytheU.S.DepartmentofTransportation(DOT),whetherornotexpresslysetforthintheprecedingContractprovisions.AllcontractualprovisionsrequiredbytheDOT,assetforthinthemostcurrentFTACircular4220.1F,datedNovember1,2008,areherebyincorporatedbyreference.Anythingtothecontraryhereinnotwithstanding,allFTAmandatedtermsshallbedeemedtocontrolintheeventofaconflictwithotherprovisionscontainedinthisContract.Contractoragreesnottoperformanyact,failtoperformanyact,orrefusetocomplywithanypublicagencyrequeststhatwouldcausepublicagencytobeinviolationoftheFTAtermsandconditions.

NOFEDERALGOVERNMENTOBLIGATIONSTOTHIRDPARTIES

AgencyandContractoracknowledgeandagreethat,absenttheFederalGovernment’sexpresswrittenconsentandnotwithstandinganyconcurrencebytheFederalGovernmentinorapprovalofthesolicitationorawardoftheunderlyingContract,theFederalGovernmentisnotapartytothisContractandshallnotbesubjecttoanyobligationsorliabilitiestoagency,Contractor,oranyotherparty(whetherornotapartytothatcontract)pertainingtoanymatterresultingfromtheunderlyingContract.

ContractoragreestoincludetheaboveclauseineachsubcontractfinancedinwholeorinpartwithfederalassistanceprovidedbytheFTA.Itisfurtheragreedthattheclauseshallnotbemodified,excepttoidentifythesubcontractorwhowillbesubjecttoitsprovisions.

PROGRAMFRAUDANDFALSEORFRAUDULENTSTATEMENTS

ContractoracknowledgesthattheprovisionsoftheProgramFraudCivilRemediesActof1986,asamended,31U.S.C.§§3801etseq.andU.S.DOTregulations,“ProgramFraudCivilRemedies,”49CFRPart31,applytoitsactionspertainingtothisContract.UponexecutionoftheunderlyingContract,Contractorcertifiesoraffirmsthetruthfulnessandaccuracyofanystatementithasmade,itmakes,itmaymake,orcausestomemade,pertainingtotheunderlyingContractortheFTAassistedprojectforwhichthisContractWorkisbeingperformed.

Inadditiontootherpenaltiesthatmaybeapplicable,Contractorfurtheracknowledgesthatifitmakes,orcausestobemade,afalse,fictitious,orfraudulentclaim,statement,submission,orcertification,theFederalGovernmentreservestherighttoimposethepenaltiesoftheProgramFraudCivilRemediesActof1986onContractortotheextenttheFederalGovernmentdeemsappropriate.

Contractoralsoacknowledgesthatifitmakes,orcausestomemade,afalse,fictitious,orfraudulentclaim,statement,submission,orcertificationtotheFederalGovernmentunderacontractconnectedwithaprojectthatisfinancedinwholeorinpartwithFederalassistanceoriginallyawardedbyFTAundertheauthorityof49U.S.C.§5307,theGovernmentreservestherighttoimposethepenaltiesof18U.S.C.§1001and49U.S.C.§5307(n)(1)ontheContractor,totheextenttheFederalGovernmentdeemsappropriate.

ContractoragreestoincludetheaboveclausesineachsubcontractfinancedinwholeorinpartwithFederalassistanceprovidedbyFTA.Itisfurtheragreedthattheclausesshallnotbemodified,excepttoidentifythesubcontractorwhowillbesubjecttotheprovisions.

StateNoticeAddendum

Pursuanttocertainstatenoticeprovisionsthefollowingpublicagenciesandpoliticalsubdivisionsofthereferencedpublicagenciesareeligibletoaccessthecontractawardmadepursuanttothissolicitation.Publicagenciesandpoliticalsubdivisionsareherebygivennoticeoftheforegoingrequestforproposalforpurposesofcomplyingwiththeproceduralrequirementofsaidstatutes:

Nationwide:http://www.usa.gov/Agencies/Local_Government/Cities.shtml

OtherStates:Cities,Towns,Villages,andBoroughs

No.Cities,Towns,VillagesandBoroughsinOregon

1 CEDARMILLCOMMUNITYLIBRARY2 CITYCOUNTYINSURANCESERVICES3 CITYOFADAIRVILLAGE4 CITYOFALBANY5 CITYOFASHLAND6 CITYOFASTORIAOREGON7 CITYOFAUMSVILLE8 CITYOFAURORA9 CITYOFBEAVERTON10 CITYOFBOARDMAN11 CITYOFBURNS12 CITYOFCANBY13 CITYOFCANNONBEACHOR14 CITYOFCANYONVILLE15 CITYOFCENTRALPOINTPOLICEDEPARTMENT16 CITYOFCLATSKANIE17 CITYOFCOBURG18 CITYOFCONDON19 CITYOFCOOSBAY20 CITYOFCORVALLIS21 CITYOFCOTTAGEGROVE22 CITYOFCRESWELL23 CITYOFDALLAS24 CITYOFDAMASCUS25 CITYOFDUNDEE26 CITYOFEAGLEPOINT27 CITYOFECHO28 CITYOFESTACADA29 CITYOFEUGENE30 CITYOFFAIRVIEW31 CITYOFFALLSCITY32 CITYOFGATES33 CITYOFGEARHART34 CITYOFGERVAIS35 CITYOFGOLDHILL36 CITYOFGRANTSPASS37 CITYOFGRESHAM38 CITYOFHAPPYVALLEY39 CITYOFHILLSBORO40 CITYOFHOODRIVER41 CITYOFJOHNDAY42 CITYOFKLAMATHFALLS43 CITYOFLAGRANDE44 CITYOFLAKEOSWEGO45 CITYOFLAKESIDE46 CITYOFLEBANON47 CITYOFMALIN48 CITYOFMCMINNVILLE49 CITYOFMEDFORD50 CITYOFMILLCITY51 CITYOFMILLERSBURG52 CITYOFMILWAUKIE53 CITYOFMORO

54 CITYOFMOSIER55 CITYOFNEWBERG56 CITYOFNORTHPLAINS57 CITYOFOREGONCITY58 CITYOFPHOENIX59 CITYOFPILOTROCK60 CITYOFPORTORFORD61 CITYOFPORTLAND62 CITYOFPOWERS63 CITYOFREDMOND64 CITYOFREEDSPORT65 CITYOFRIDDLE66 CITYOFSALEM67 CITYOFSANDY68 CITYOFSANDY69 CITYOFSCAPPOOSE70 CITYOFSEASIDE71 CITYOFSHADYCOVE72 CITYOFSHERWOOD73 CITYOFSPRINGFIELD74 CITYOFST.PAUL75 CITYOFSTAYTON76 CITYOFTIGARD,OREGON77 CITYOFTUALATIN,OREGON78 CITYOFWARRENTON79 CITYOFWESTLINN/PARKS80 CITYOFWILSONVILLE81 CITYOFWINSTON82 CITYOFWOODVILLAGE83 CITYOFWOODBURN84 CITYOFYACHATS85 FLORENCEAREACHAMBEROFCOMMERCE86 GASTONRURALFIREDEPARTMENT87 GLADSTONEPOLICEDEPARTMENT88 HOUSINGAUTHORITYOFTHECITYOFSALEM89 KEIZERPOLICEDEPARTMENT90 LEAGUEOFOREGONCITIES91 MALINCOMMUNITYPARKANDRECREATIONDISTRICT92 METRO93 MONMOUTH-INDEPENDENCENETWORK94 PORTLANDDEVELOPMENTCOMMISSION95 RAINIERPOLICEDEPARTMENT96 RIVERGROVEWATERDISTRICT97 SUNSETEMPIREPARKANDRECREATION98 THENEWPORTPARKANDRECREATIONCENTER99 TILLAMOOKPEOPLESUTILITYDISTRICT100 TUALATINVALLEYFIRE&RESCUE101 WESTVALLEYHOUSINGAUTHORITYNo. CountiesandParishes1 ASSOCIATIONOFOREGONCOUNTIES2 BENTONCOUNTY3 CLACKAMASCOUNTYDEPTOFTRANSPORTATION4 CLATSOPCOUNTY5 COLUMBIACOUNTY,OREGON6 COOSCOUNTYHIGHWAYDEPARTMENT7 CROOKCOUNTYROADDEPARTMENT

8 CURRYCOUNTYOREGON9 DESCHUTESCOUNTY10 DOUGLASCOUNTY11 GILLIAMCOUNTY12 GILLIAMCOUNTYOREGON13 GRANTCOUNTY,OREGON14 HARNEYCOUNTYSHERIFFSOFFICE15 HOODRIVERCOUNTY16 HOUSINGAUTHORITYOFCLACKAMASCOUNTY17 JACKSONCOUNTYHEALTHANDHUMANSERVICES18 JEFFERSONCOUNTY19 KLAMATHCOUNTYVETERANSSERVICEOFFICE20 LAKECOUNTY21 LANECOUNTY22 LINCOLNCOUNTY23 LINNCOUNTY24 MARIONCOUNTY,SALEM,OREGON25 MORROWCOUNTY26 MULTNOMAHCOUNTY27 MULTNOMAHCOUNTY28 MULTNOMAHLAWLIBRARY29 NAMILANECOUNTY30 POLKCOUNTY31 SHERMANCOUNTY32 UMATILLACOUNTY,OREGON33 UNIONCOUNTY34 WALLOWACOUNTY35 WASCOCOUNTY36 WASHINGTONCOUNTY37 YAMHILLCOUNTY1 BOARDOFWATERSUPPLY2 COUNTYOFHAWAII3 MAUICOUNTYCOUNCILNo. HigherEducation1 BIRTHINGWAYCOLLEGEOFMIDWIFERY2 BLUEMOUNTAINCOMMUNITYCOLLEGE3 CENTRALOREGONCOMMUNITYCOLLEGE4 CHEMEKETACOMMUNITYCOLLEGE5 CLACKAMASCOMMUNITYCOLLEGE6 COLUMBIAGORGECOMMUNITYCOLLEGE7 GEORGEFOXUNIVERSITY8 KLAMATHCOMMUNITYCOLLEGEDISTRICT9 LANECOMMUNITYCOLLEGE10 LEWISANDCLARKCOLLEGE11 LINFIELDCOLLEGE12 LINN-BENTONCOMMUNITYCOLLEGE13 MARYLHURSTUNIVERSITY14 MT.HOODCOMMUNITYCOLLEGE15 MULTNOMAHBIBLECOLLEGE16 NATIONALCOLLEGEOFNATURALMEDICINE17 NORTHWESTCHRISTIANCOLLEGE18 OREGONHEALTHANDSCIENCEUNIVERSITY19 OREGONUNIVERSITYSYSTEM20 PACIFICUNIVERSITY21 PORTLANDCOMMUNITYCOLLEGE22 PORTLANDSTATEUNIV.23 REEDCOLLEGE24 ROGUECOMMUNITYCOLLEGE25 SOUTHWESTERNOREGONCOMMUNITYCOLLEGE26 TILLAMOOKBAYCOMMUNITYCOLLEGE27 UMPQUACOMMUNITYCOLLEGE28 WESTERNSTATESCHIROPRACTICCOLLEGE29 WILLAMETTEUNIVERSITY1 ARGOSYUNIVERSITY2 BRIGHAMYOUNGUNIVERSITY-HAWAII3 COLLEGEOFTHEMARSHALLISLANDS4 RESEARCHCORPORATIONOFTHEUNIVERSITYOFHAWAII5 UNIVERSITYOFHAWAIIATMANOANo. K-121 ARCHBISHOPFRANCISNORBERTBLANCHETSCHOOL2 BAKERCOUNTYSCHOOLDIST.16J-MALHEURESD

3 BAKERSCHOOLDISTRICT5-J4 BANDONSCHOOLDISTRICT5 BANKSSCHOOLDISTRICT6 BEAVERTONSCHOOLDISTRICT7 BEND/LAPINESCHOOLDISTRICT8 BEND-LAPINESCHOOLDISTRICT9 BROOKINGHARBORSCHOOLDISTRICTNO.17-C10 CANBYSCHOOLDISTRICT11 CANYONVILLECHRISTIANACADEMY12 CASCADESCHOOLDISTRICT13 CASCADESACADEMYOFCENTRALOREGON14 CENTENNIALSCHOOLDISTRICT15 CENTRALCATHOLICHIGHSCHOOL16 CENTRALPOINTSCHOOLDISTRICTNO.617 CENTRALSCHOOLDISTRICT13J18 CLACKAMASEDUCATIONSERVICEDISTRICT19 COOSBAYSCHOOLDISTRICT20 COOSBAYSCHOOLDISTRICTNO.921 COQUILLESCHOOLDISTRICT822 COUNTYOFYAMHILLSCHOOLDISTRICT2923 CRESWELLSCHOOLDISTRICT24 CROSSROADSCHRISTIANSCHOOL25 CULVERSCHOOLDISTRICTNO.26 DALLASSCHOOLDISTRICTNO.227 DAVIDDOUGLASSCHOOLDISTRICT28 DAYTONSCHOOLDISTRICTNO.829 DELASALLENCATHOLICHS30 DESCHUTESCOUNTYSDNO.6-SISTERSSD31 DOUGLASCOUNTYSCHOOLDISTRICT11632 DOUGLASEDUCATIONSERVICEDISTRICT33 DUFURSCHOOLDISTRICTNO.2934 ELKTONSCHOOLDISTRICTNO.3435 ESTACADASCHOOLDISTRICTNO.10836 FORESTGROVESCHOOLDISTRICT37 GASTONSCHOOLDISTRICT511J38 GENCONFOFSDACHURCHWESTERNOR39 GLADSTONESCHOOLDISTRICT40 GLENDALESCHOOLDISTRICT41 GLIDESCHOOLDISTRICTNO.1242 GRANTSPASSSCHOOLDISTRICT743 GREATERALBANYPUBLICSCHOOLDISTRICT44 GRESHAM-BARLOWSCHOOLDISTRICT45 HARNEYCOUNTYSCHOOLDIST.NO.346 HARNEYEDUCATIONSERVICEDISTRICT47 HEADSTARTOFLANECOUNTY48 HERITAGECHRISTIANSCHOOL49 HIGHDESERTEDUCATIONSERVICEDISTRICT50 HOODRIVERCOUNTYSCHOOLDISTRICT51 JACKSONCOSCHOOLDISTNO.952 JEFFERSONCOUNTYSCHOOLDISTRICT509-J53 JEFFERSONSCHOOLDISTRICT54 KLAMATHFALLSCITYSCHOOLS55 LAGRANDESCHOOLDISTRICT56 LAKEOSWEGOSCHOOLDISTRICT7J57 LANECOUNTYSCHOOLDISTRICT4J58 LANECOUNTYSCHOOLDISTRICT6959 LEBANONCOMMUNITYSCHOOLSNO.960 LINCOLNCOUNTYSCHOOLDISTRICT61 LINNCO.SCHOOLDIST.95C-SCIOSD62 LOSTRIVERJR/SRHIGHSCHOOL63 LOWELLSCHOOLDISTRICTNO.7164 MARIONCOUNTYSCHOOLDISTRICT103-WASHINGTONES65 MCMINNVILLESCHOOLDISTRICTNO.4066 MEDFORDSCHOOLDISTRICT549C67 MITCHCHARTERSCHOOL68 MOLALLARIVERACADEMY69 MOLALLARIVERSCHOOLDISTRICTNO.3570 MONROESCHOOLDISTRICTNO.1J71 MORROWCOUNTYSCHOOLDISTRICT72 MT.ANGELSCHOOLDISTRICTNO.9173 MT.SCOTTLEARNINGCENTERS74 MULTISENSORYLEARNINGACADEMY

75 MULTNOMAHEDUCATIONSERVICEDISTRICT76 MYRTLEPOINTSCHOOLDISTRICTNO.4177 NEAH-KAH-NIEDISTRICTNO.5678 NESTUCCAVALLEYSCHOOLDISTRICTNO.10179 NOBELLEARNINGCOMMUNITIES80 NORTHBENDSCHOOLDISTRICT1381 NORTHCLACKAMASSCHOOLDISTRICT82 NORTHSANTIAMSCHOOLDISTRICT29J83 NORTHWASCOCTYSCHOOLDISTRICT21-CHENOWITH84 NORTHWESTREGIONALEDUCATIONSERVICEDISTRICT85 NYSSASCHOOLDISTRICTNO.2686 ONTARIOMIDDLESCHOOL87 OREGONTRAILSCHOOLDISTRICTNO.4688 OURLADYOFTHELAKESCHOOL89 PHILOMATHSCHOOLDISTRICT90 PHOENIX-TALENTSCHOOLDISTRICTNO.491 PORTLANDADVENTISTACADEMY92 PORTLANDJEWISHACADEMY93 PORTLANDPUBLICSCHOOLS94 RAINIERSCHOOLDISTRICT95 REDMONDSCHOOLDISTRICT96 REEDSPORTSCHOOLDISTRICT97 REYNOLDSSCHOOLDISTRICT98 ROGUERIVERSCHOOLDISTRICTNO.3599 ROSEBURGPUBLICSCHOOLS100 SALEM-KEIZERPUBLICSCHOOLS101 SCAPPOOSESCHOOLDISTRICT1J102 SEASIDESCHOOLDISTRICT10103 SEVENPEAKSSCHOOL104 SHERWOODSCHOOLDISTRICT88J105 SILVERFALLSSCHOOLDISTRICT106 SIUSLAWSCHOOLDISTRICT107 SOUTHCOASTEDUCATIONSERVICEDISTRICT108 SOUTHLANESCHOOLDISTRICT45J3109 SOUTHERNOREGONEDUCATIONSERVICEDISTRICT110 SOUTHWESTCHARTERSCHOOL111 SPRINGFIELDSCHOOLDISTRICTNO.19112 STANFIELDSCHOOLDISTRICT113 SWEETHOMESCHOOLDISTRICTNO.55114 THECATLINGABELSCHOOL115 TIGARD-TUALATINSCHOOLDISTRICT116 UMATILLA-MORROWESD117 VERNONIASCHOOLDISTRICT47J118 WESTHILLSCOMMUNITYCHURCH119 WESTLINNWILSONVILLESCHOOLDISTRICT120 WHITEAKERMONTESSORISCHOOL121 YONCALLASCHOOLDISTRICTNO.321 CONGREGATIONOFCHRISTIANBROTHERSOFHAWAII,INC.2 EMMANUALLUTHERANSCHOOL3 HANAHAU`OLISCHOOL4 HAWAIITECHNOLOGYACADEMY5 ISLANDSCHOOL6 KAMEHAMEHASCHOOLS7 KEKULAOS.M.KAMAKAU8 MARYKNOLLSCHOOL9 PACIFICBUDDHISTACADEMYNo. Nonprofit&Other1 211INFO2 ACUMENTRAHEALTH3 ADDICTIONSRECOVERYCENTER,INC4 ALLFOURONE/CRESTVIEWCONFERENCECTR.5 ALVORD-TAYLORINDEPENDENTLIVINGSERVICES6 ALZHEIMERSNETWORKOFOREGON7 ASHLANDCOMMUNITYHOSPITAL8 ATHENALIBRARYFRIENDSASSOCIATION9 BARLOWYOUTHFOOTBALL10 BAYAREAFIRSTSTEP,INC.11 BENTONHOSPICESERVICE12 BETHELCHURCHOFGOD13 BIRCHCOMMUNITYSERVICES,INC.14 BLACHLYLANEELECTRICCOOPERATIVE15 BLINDENTERPRISESOFOREGON

16 BONNEVILLEENVIRONMENTALFOUNDATION17 BOYSANDGIRLSCLUBSOFPORTLANDMETROPOLITANAREA18 BROADBASEPROGRAMSINC.19 CANBYFOURSQUARECHURCH20 CANCERCARERESOURCES21 CASCADIABEHAVIORALHEALTHCARE22 CASCADIAREGIONGREENBUILDINGCOUNCIL23 CATHOLICCHARITIES24 CATHOLICCOMMUNITYSERVICES25 CENTERFORRESEARCHTOPRACTICE26 CENTRALBIBLECHURCH27 CENTRALCITYCONCERN28 CENTRALDOUGLASCOUNTYFAMILYYMCA29 CENTRALOREGONCOMMUNITYACTIONAGENCYNETWORK30 CHILDPEACEMONTESSORI31 CITYBIBLECHURCH32 CLACKAMASRIVERWATER33 CLASSROOMLAWPROJECT34 COASTREHABILITATIONSERVICES35 COLLEGEHOUSINGNORTHWEST36 COLUMBIACOMMUNITYMENTALHEALTH37 COMMUNITYACTIONORGANIZATION38 COMMUNITYACTIONTEAM,INC.39 COMMUNITYCANCERCENTER40 COMMUNITYHEALTHCENTER,INC41 COMMUNITYVETERINARYCENTER42 CONFEDERATEDTRIBESOFGRANDRONDE43 CONSERVATIONBIOLOGYINSTITUTE44 CONTEMPORARYCRAFTSMUSEUMANDGALLERY45 CORVALLISMOUNTAINRESCUEUNIT46 COVENANTCHRISTIANHOODRIVER47 COVENANTRETIREMENTCOMMUNITIES48 DECISIONSCIENCERESEARCHINSTITUTE,INC.49 DELIGHTVALLEYCHURCHOFCHRIST50 DOGSFORTHEDEAF,INC.51 DOUGLASELECTRICCOOPERATIVE,INC.52 EASTHILLCHURCH53 EASTSIDEFOURSQUARECHURCH54 EASTWESTMINISTRIESINTERNATIONAL55 EDUCATIONALPOLICYIMPROVEMENTCENTER56 ELMIRACHURCHOFCHRIST57 EMERALDPUD58 EMMAUSCHRISTIANSCHOOL59 ENAVANT,INC.60 ENTERPRISEFOREMPLOYMENTANDEDUCATION61 EUGENEBALLETCOMPANY62 EUGENESYMPHONYASSOCIATION,INC.63 EUGENEWATER&ELECTRICBOARD64 EVERGREENAVIATIONMUSEUMANDCAP.MICHAELKING.65 FAIRSHARERESEARCHANDEDUCATIONFUND66 FAITHCENTER67 FAITHFULSAVIORMINISTRIES68 FAMILIESFIRSTOFGRANTCOUNTY,INC.69 FANCONIANEMIARESEARCHFUNDINC.70 FARMWORKERHOUISNGDEVCORP71 FIRSTCHURCHOFTHENAZARENE72 FIRSTUNITARIANCHURCH73 FORDFAMILYFOUNDATION74 FOUNDATIONSFORABETTEROREGON75 FRIENDSOFTHECHILDREN76 GATEWAYTOCOLLEGENATIONALNETWORK77 GOALONECOALITION78 GOLDBEACHPOLICEDEPARTMENT79 GOODSHEPHERDCOMMUNITIES80 GOODWILLINDUSTRIESOFLANEANDSOUTHCOASTCOUNTIES81 GRANTPARKCHURCH82 GRANTSPASSMANAGEMENTSERVICES,DBA83 GREATERHILLSBOROAREACHAMBEROFCOMMERCE84 HALFWAYHOUSESERVICES,INC.85 HEARINGANDSPEECHINSTITUTEINC86 HELPNOW!ADVOCACYCENTER87 HIGHLANDHAVEN

88 HIGHLANDUNITEDCHURCHOFCHRIST89 HIVALLIANCE,INC90 HOUSINGAUTHORITYOFLINCOLNCOUNTY91 HOUSINGAUTHORITYOFPORTLAND92 HOUSINGNORTHWEST93 INDEPENDENTINSURANCEAGENTSANDBROKERSOFOREGON94 INTERNATIONALSOCIETYFORTECHNOLOGYINEDUCATION95 INTERNATIONALSUSTAINABLEDEVELOPMENTFOUNDATION96 IRCO97 JASPERMOUNTAIN98 JUNIORACHIEVEMENT99 KLAMATHHOUSINGAUTHORITY100 LACLINICADELCARINOFAMILYHEALTHCARECENTER101 LAGRANDEUNITEDMETHODISTCHURCH102 LANEELECTRICCOOPERATIVE103 LANEMEMORIALBLOODBANK104 LANECOFEDERALCREDITUNION105 LAURELHILLCENTER106 LIFEWORKSNW107 LIVINGWAYFELLOWSHIP108 LOAVES&FISHESCENTERS,INC.109 LOCALGOVERNMENTPERSONNELINSTITUTE110 LOOKINGGLASSYOUTHANDFAMILYSERVICES111 MACDONALDCENTER112 MAKINGMEMORIESBREASTCANCERFOUNDATION,INC.113 METROHOMESAFETYREPAIRPROGRAM114 METROPOLITANFAMILYSERVICE115 MIDCOLUMBIACOUNCILOFGOVERNMENTS116 MID-COLUMBIACENTERFORLIVING117 MID-WILLAMETTEVALLEYCOMMUNITYACTIONAGENCY,INC118 MORNINGSTARMISSIONARYBAPTISTCHURCH119 MORRISONCHILDANDFAMILYSERVICES120 MOSAICCHURCH121 NATIONALPSORIASISFOUNDATION122 NATIONALWILDTURKEYFEDERATION123 NEWAVENUESFORYOUTHINC124 NEWBEGINNINGSCHRISTIANCENTER125 NEWHOPECOMMUNITYCHURCH126 NEWBERGFRIENDSCHURCH127 NORTHBENDCITY-COOS/URRYHOUSINGAUTHORITY128 NORTHWESTFOODPROCESSORSASSOCIATION129 NORTHWESTLINEJOINTAPPRENTICESHIP&TRAININGCOMMITTEE130 NORTHWESTREGIONALEDUCATIONALLABORATORY131 NORTHWESTYOUTHCORPS132 OCHIN133 OHSUFOUNDATION134 OLIVETBAPTISTCHURCH135 OMNIMEDIXINSTITUTE136 OPENMEADOWALTERNATIVESCHOOLS,INC.137 OREGONBALLETTHEATRE138 OREGONCITYCHURCHOFTHENAZARENE139 OREGONCOASTCOMMUNITYACTION140 OREGONDEATHWITHDIGNITY141 OREGONDONORPROGRAM142 OREGONEDUCATIONASSOCIATION143 OREGONENVIRONMENTALCOUNCIL144 OREGONMUSUEMOFSCIENCEANDINDUSTRY145 OREGONPROGRESSFORUM146 OREGONREPERTORYSINGERS147 OREGONSTATEUNIVERSITYALUMNIASSOCIATION148 OREGONSUPPORTEDLIVINGPROGRAM149 OSLCCOMMUNITYPROGRAMS150 OUTSIDEIN151 OUTSIDEIN152 PACIFICCASCADEFEDERALCREDITUNION153 PACIFICFISHERYMANAGEMENTCOUNCIL154 PACIFICINSTITUTESFORRESEARCH155 PACIFICSTATESMARINEFISHERIESCOMMISSION156 PARALYZEDVETERANSOFAMERICA157 PARTNERSHIPSINCOMMUNITYLIVING,INC.158 PENDLETONACADEMIES159 PENTAGONFEDERALCREDITUNION

160 PLANNEDPARENTHOODOFSOUTHWESTERNOREGON161 PORTCITYDEVELOPMENTCENTER162 PORTLANDARTMUSEUM163 PORTLANDBUSINESSALLIANCE164 PORTLANDHABILITATIONCENTER,INC.165 PORTLANDSCHOOLSFOUNDATION166 PORTLANDWOMENSCRISISLINE167 PREGNANCYRESOUCECENTERSOFGRETERPORTLAND168 PRINGLECREEKSUSTAINABLELIVINGCENTER169 PUBLICDEFENDERSERVICESOFLANECOUNTY,INC.170 QUADRIPLEGICSUNITEDAGAINSTDEPENDENCY,INC.171 REBUILDINGTOGETHER-PORTLANDINC.172 REGIONALARTSANDCULTURECOUNCIL173 RELEVANTLIFECHURCH174 RENEWABLENORTHWESTPROJECT175 ROGUEFEDERALCREDITUNION176 ROSEVILLA,INC.177 SACREDHEARTCATHOLICDAUGHTERS178 SAIFCORPORATION179 SAINTANDREWNATIVITYSCHOOL180 SAINTCATHERINEOFSIENACHURCH181 SAINTJAMESCATHOLICCHURCH182 SALEMALLIANCECHURCH183 SALEMELECTRIC184 SALMON-SAFEINC.185 SCIENCEWORKS186 SEWORKS187 SECURITYFIRSTCHILDDEVELOPMENTCENTER188 SELFENHANCEMENTINC.189 SERENITYLANE190 SEXUALASSAULTRESOURCECENTER191 SEXUALASSAULTRESOURCECENTER192 SHELTERCARE193 SHERIDANJAPANESESCHOOLFOUNDATION194 SHERMANDEVELOPMENTLEAGUE,INC.195 SILVERTONAREACOMMUNITYAID196 SISKIYOUINITIATIVE197 SMART198 SOCIALVENTUREPARTNERSPORTLAND199 SOUTHCOASTHOSPICE,INC.200 SOUTHLANEFAMILYNURSERYDBAFAMILYRELIEFNURSE201 SOUTHERNOREGONCHILDANDFAMILYCOUNCIL,INC.202 SOUTHERNOREGONHUMANESOCIETY203 SPARCENTERPRISES204 SPIRITWIRELESS205 SPONSORS,INC.206 SPOTLIGHTTHEATREOFPLEASANTHILL207 SPRINGFIELDUTILITYBOARD208 STVINCENTDEPAUL209 ST.ANTHONYCHURCH210 ST.ANTHONYSCHOOL211 ST.MARYSOFMEDFORD,INC.212 ST.VINCENTDEPAULOFLANECOUNTY213 STANDFORCHILDREN214 STAROFHOPEACTIVITYCENTERINC.215 SUMMITVIEWCOVENANTCHURCH216 SUNNYSIDEFOURSQUARECHURCH217 SUNRISEENTERPRISES218 SUSTAINABLENORTHWEST219 TENASILLAHEECHILDCARECENTER220 THEEARLYEDUCATIONPROGRAM,INC.221 THENATIONALASSOCIATIONOFCREDITMANAGEMENT-OREGON,

INC.222 THENEXTDOOR223 THEOREGONCOMMUNITYFOUNDATION224 THESALVATIONARMY-CASCADEDIVISION225 TILLAMOOKCNTYWOMENSCRISISCENTER226 TILLAMOOKESTUARIESPARTNERSHIP227 TOUCHSTONEPARENTORGANIZATION228 TRAILSCLUB229 TRAININGEMPLOYMENTCONSORTIUM230 TRI-COUNTYHEALTHCARESAFETYNETENTERPRISE

231 TRILLIUMFAMILYSERVICES,INC.232 UMPQUACOMMUNITYDEVELOPMENTCORPORATION233 UNIONGOSPELMISSION234 UNITEDCEREBRALPALSYOFORANDSWWA235 UNITEDWAYOFTHECOLUMBIAWILLAMETTE236 USCONFERENCEOFMENONNITEBRETHRENCHURCHES237 USFISHANDWILDLIFESERVICE238 USAGENCIESCREDITUNION239 VERMONTHILLSFAMILYLIFECENTER240 VIRGINIAGARCIAMEMORIALHEALTHCENTER241 VOLUNTEERSOFAMERICAOREGON242 WECAREOREGON243 WESTERNRIVERSCONSERVANCY244 WESTERNSTATESCENTER245 WESTSIDEBAPTISTCHURCH246 WILDSALMONCENTER247 WILLAMETTEFAMILY248 WILLAMETTEVIEWINC.249 WOODBURNAREACHAMBEROFCOMMERCE250 WORDOFLIFECOMMUNITYCHURCH251 WORKSYSTEMSINC252 YOUTHGUIDANCEASSOC.253 YWCASALEM1 ALOCHOLICREHABILITATIONSVSOFHIINCDBAHINAMAUKA2 ALOHACARE3 AMERICANLUNGASSOCIATION4 BISHOPMUSEUM5 BUILDINGINDUSTRYASSOCIATIONOFHAWAII6 CTRFORCULTURALANDTECHINTERCHNGBETWEASTANDWEST7 EAH,INC.8 EASTERSEALSHAWAII9 GOODWILLINDUSTRIESOFHAWAII,INC.10 HABITATFORHUMANITYMAUI11 HALEMAHAOLU12 HAROLDK.L.CASTLEFOUNDATION13 HAWAIIAGRICULTURERESEARCHCENTER14 HAWAIIEMPLOYERSCOUNCIL15 HAWAIIFAMILYLAWCLINICDBAALAKUOLA16 HONOLULUHABITATFORHUMANITY17 IUPAT,DISTRICTCOUNCIL5018 LANAKILAREHABILITATIONCENTERINC.19 LEEWARDHABITATFORHUMANITY20 MAUICOUNTYFCU21 MAUIECONOMICDEVELOPMENTBOARD22 MAUIECONOMICOPPORTUNITY,INC.23 MAUIFAMILYYMCA24 NAHALEOMAUI25 NALEIALOHAFOUNDATION26 NETWORKENTERPRISES,INC.27 ORIANUENUEHALE,INC.28 PARTNERSINDEVELOPMENTFOUNDATION29 POLYNESIANCULTURALCENTER30 PUNAHOUSCHOOL31 ST.THERESACHURCH32 WAIANAECOMMUNITYOUTREACH33 WAILUKUFEDERALCREDITUNION34 YMCAOFHONOLULUNo. Special/IndependentDistricts1 BAYAREAHOSPITALDISTRICT2 CENTRALOREGONINTERGOVERNMENTALCOUNCIL3 CENTRALOREGONIRRIGATIONDISTRICT4 CHEHALEMPARKANDRECREATIONDISTRICT5 CITYCOUNTYINSURANCESERVICES6 CLEANWATERSERVICES7 COLUMBIA911COMMUNICATIONSDISTRICT8 COLUMBIARIVERPUD

9 DESCHUTESCOUNTYRFPDNO.210 DESCHUTESPUBLICLIBRARYSYSTEM11 EASTMULTNOMAHSOILANDWATERCONSERVANCY12 GASTONRURALFIREDEPARTMENT13 GLADSTONEPOLICEDEPARTMENT14 GLENDALERURALFIREDISTRICT15 HOODLANDFIREDISTRICTNO.7416 HOODLANDFIREDISTRICT#7417 HOUSINGAUTHORITYANDCOMMUNITYSERVICESAGENCY18 KLAMATHCOUNTY9-1-119 LANEEDUCATIONSERVICEDISTRICT20 LANETRANSITDISTRICT21 MALINCOMMUNITYPARKANDRECREATIONDISTRICT22 MARIONCOUNTYFIREDISTRCT#123 METRO24 METROPOLITANEXPOSITION-RECREATIONCOMMISSION25 MONMOUTH-INDEPENDENCENETWORK26 MULTONAHCOUNTYDRAINAGEDISTRICT#127 NEAHKAHNIEWATERDISTRICT28 NWPOWERPOOL29 OAKLODGEWATERDISTRICT30 ORINT'LPORTOFCOOSBAY31 PORTOFSTHELENS32 PORTOFUMPQUA33 REGIONALAUTOMATEDINFORMATIONNETWORK34 RIVERGROVEWATERDISTRICT35 SALEMAREAMASSTRANSITDISTRICT36 SANDYFIREDISTRICTNO.7237 SUNSETEMPIREPARKANDRECREATION38 THENEWPORTPARKANDRECREATIONCENTER39 THEPORTOFPORTLAND40 TILLAMOOKPEOPLESUTILITYDISTRICT41 TUALATINHILLSPARKANDRECREATIONDISTRICT42 TUALATINVALLEYFIRE&RESCUE43 TUALATINVALLEYWATERDISTRICT44 UNIONSOIL&WATERCONSERVATIONDISTRICT45 WESTMULTNOMAHSOILANDWATERCONSERVATIONDISTRICT46 WESTVALLEYHOUSINGAUTHORITY47 WILLAMALANEPARKANDRECREATIONDISTRICT48 YOUNGSRIVERLEWISANDCLARKWATERDISTRICTNo. StateAgencies1 BOARDOFMEDICALEXAMINERS2 OFFICEOFMEDICALASSISTANCEPROGRAMS3 OFFICEOFTHESTATETREASURER4 OREGONBOARDOFARCHITECTS5 OREGONCHILDDEVELOPMENTCOALITION6 OREGONDEPARTMENTOFEDUCATION7 OREGONDEPARTMENTOFFORESTRY8 OREGONDEPTOFTRANSPORTATION9 OREGONDEPT.OFEDUCATION10 OREGONLOTTERY11 OREGONOFFICEOFENERGY12 OREGONSTATEBOARDOFNURSING13 OREGONSTATEPOLICE14 OREGONTOURISMCOMMISSION15 OREGONTRAVELINFORMATIONCOUNCIL16 SANTIAMCANYONCOMMUNICATIONCENTER17 SEIULOCAL503,OPEU1 ADMIN.SERVICESOFFICE2 HAWAIICHILDSUPPORTENFORCEMENTAGENCY3 HAWAIIHEALTHSYSTEMSCORPORATION4 SOH-JUDICIARYCONTRACTSANDPURCH5 STATEDEPARTMENTOFDEFENSE6 STATEOFHAWAII7 STATEOFHAWAII8 STATEOFHAWAII,DEPT.OFEDUCATION

RFP # 21-17




Appendices

Appendix A: Prologic Master Application Service Agreement

RFP # 21-17




Appendix A: Prologic Master Application Service Agreement

1 2614663.3

Master Application Service Agreement

This Master Application Service Agreement (the “Agreement”) is entered into to be effective as of _________________ (the “Effective Date”) by and between Prologic Technology Systems, Inc., a Texas corporation (“Prologic”), and ______________________________, a __________________ (“Customer”). The parties agree as follows: 1. Scope. This Agreement sets forth the terms and conditions regarding Prologic’s provision to Customer of (a) TEAMS™ software on a hosted application service basis and (b) related products, services and/or offerings. The following exhibits are attached to this Agreement and incorporated herein by reference: Exhibit A (Initial Order); Exhibit B (Maintenance and Support Services); and Exhibit C (Service Level Agreement). 2. Definitions. In addition to those terms otherwise defined in this Agreement, the following terms will have the defined meanings given below:

a. “Application Service” means the hosted application services with respect to the Licensed Modules, as made available by Prologic for access and use by Customer via the Internet.

b. “Authorized Personnel” means Customer’s then-current employees and contractors, in each case, who need to access and use the Application Service in order to assist Customer in its Permitted Use. The total Authorized Personnel will be subject to any numerical or category limitations specified in Exhibit A to this Agreement.

c. “Customer Data” means any and all data that is (i) uploaded, transmitted or otherwise provided by Customer to the Application Service for processing by the Application Service, including any output or other versions of such data resulting from the processing thereof and (ii) stored by the Application Service.

d. “Documentation” means the user guides and other technical documentation published by Prologic describing the features, functionality, and operation of the then-current version of the Licensed Modules. The Documentation is available at http://docs.teams360.net/.

e. “Feedback” means any suggestions, feedback or other information communicated by Customer to Prologic relating to the design, specifications, features, functionality, use or operation of the Application Service and/or other Prologic offerings (whether current or proposed).

f. “Licensed Modules” means the specific TEAMS™ computer software modules identified on Exhibit A to this Agreement that are to be made available for access and use through the Application Service, along with any Updates.

g. “Maintenance and Support Services” has the meaning set forth in Section 6(b) of this Agreement.

h. “Order” means, as applicable, (i) Exhibit A attached to this Agreement or (ii) any separate written document executed by the parties which (A) references that it is issued under this Agreement and (B) sets forth a description of the specific products or services to be provided by Prologic to Customer under such document and this

Agreement and any additional terms and conditions relating thereto.

i. “Permitted Use” means use of the Application Service for Customer’s internal data processing purposes, subject to the other terms, conditions and restrictions set forth in this Agreement.

j. “Person” means any individual, partnership, corporation, limited liability company, trust, joint stock company, government (including any department or agency thereof) or any other form of association or entity.

k. “Professional Services” means (i) the initial setup, training, and other services described in Exhibit A to this Agreement, (ii) the Maintenance and Support Services, and/or (iii) any additional services to be provided by Prologic under any Order. For the avoidance of doubt, Professional Services do not include the Application Service.

l. “Term” has the meaning set forth in Section 12(a) of this Agreement.

m. “Third Party Products” means any products (including hardware or software) and/or services (including application services) of a third party that are provided (including on a reseller basis) by Prologic to Customer under this Agreement.

n. “Updates” means any updates, upgrades, releases or other adaptations or modifications to the Licensed Modules that Prologic makes available to Customer, from time to time during the Term, for access and use through the Application Services, which may contain, among other things, error corrections, enhancements, improvements or other changes to the Licensed Modules. 3. Subscription License to Application Service.

a. License. Subject to the terms and conditions of this Agreement, Prologic grants to Customer a limited, non-exclusive, non-transferable, non-sublicensable license, during the Term, to (i) access and use the Application Service via the Internet for the Permitted Use and (ii) use the Documentation for the Permitted Use.

b. Copies. Customer may make a reasonable number of copies of the Documentation. Any copy of the Documentation: (i) will remain the exclusive property of Prologic; (ii) will be subject to the terms and conditions of this Agreement; and (iii) must include all copyright or other intellectual property rights notices contained in the original. For the avoidance of doubt, Customer is not being provided with any source or object code of the Licensed Modules (or rights to receive or copy any of the foregoing) under this Agreement.

c. Authorized Users. Except as otherwise expressly provided below in this Section 3(c), the license grant in Section 3(a) above is limited to access and use of the Application Service and Documentation solely by

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Authorized Personnel on behalf of Customer. Customer acknowledges and agrees that, depending on the specific Application Services subscribed to by Customer and/or the category of Authorized Personnel, Authorized Personnel may have different access and usage rights to the Application Service. In addition, certain aspects of the Application Services may be designed to permit Customer to allow limited, external access to or use of portals, features, functionality or visual displays of data made available by the Application Service by (i) students and/or their parents/guardians, and/or (ii) other school partners, and Customer is permitted to allow such access and use by such Persons as Customer reasonably determines. Customer shall ensure that Authorized Personnel (and, to the extent permitted above, students, parents/guardians, and other school partners) comply with the terms and conditions of this Agreement with respect to access and use of the Application Service and any acts or omissions of such Persons with respect to the same will be deemed acts or omissions of Customer for which Customer will be responsible on a joint and several basis.

d. Additional Conditions and Restrictions. The license grant in Section 3(a) above does not authorize Customer to, and Customer will not (directly or indirectly): (i) use the Application Service for any purpose, commercial or otherwise, other than the Permitted Use; (ii) modify, adapt, alter, translate or create derivative works of the Application Service (including any component thereof) or the Documentation; (iii) copy the Documentation (except to the extent expressly permitted in Section 3(b) above); (iv) reverse engineer, decompile, disassemble, decode or otherwise attempt to discover the source code, algorithms, architecture, structure or underlying technology of the Application Service (including any component thereof); (v) rent, lease, loan, sublicense, distribute, transfer or provide access (including on a time share, application service or outsourced basis) to the Application Service (including any component thereof) or the Documentation to any other Person (except to the extent expressly permitted in Section 3(c) above); (vi) use the Application Service for purposes of (A) engaging in any activities in violation of applicable law or (B) competitive or benchmarking analysis or for development of a competing product, service or other offering; (vi) attempt to gain unauthorized access to, interfere with, damage or disrupt any portions of the Application Service (including any servers, databases or accounts); or (vii) use the Application Service in any manner that could disable, overburden, damage, or impair the Application Service or interfere with the authorized use of the Application Service by others. For the avoidance of doubt, a violation or breach of any of the provisions of this Section 3(d) shall constitute a material breach of this Agreement. All rights in and to the Application Service and Documentation not expressly granted to Customer in this Agreement are expressly reserved by for Prologic and its licensors. 4. Account Passwords, Etc. Customer is solely responsible for approving and provisioning any and all usernames and passwords assigned to or adopted by Customer’s Authorized Personnel (and any other authorized

Persons described in Section 3(c) above) in connection with access to and use of the Application Service. Customer is solely responsible for all activities that occur as a result of the use of such usernames and passwords. Customer will notify Prologic promptly of any unauthorized use of such usernames and passwords or any other breach of security known to Customer. 5. Ownership of Application Service. Except for the limited licenses expressly granted to Customer in Section 3(a) of this Agreement, nothing in this Agreement will be construed, either by implication, estoppel, or otherwise, as a grant to Customer of any right, title, license, or interest in the Application Service, the Documentation or any component of any of the foregoing (including any patent, copyright, trade secrets, or other intellectual property rights relating to or embodied in any of the foregoing). Prologic and/or its licensors shall retain exclusive ownership and title (including all patent, copyright, trade secret, and other intellectual property rights) in and to the Application Service, the Documentation and any components of any of the foregoing. Customer hereby transfers and assigns to Prologic (and will cause its personnel to transfer and assign to Prologic) any and all right, title and interest Customer (or its personnel) may have, now or in the future, in and to the Application Service, the Documentation and any components of any of the foregoing, any modification, improvement or derivative work of any of the foregoing (regardless of whether or not authorized by Prologic), including all patent, copyright, trade secrets, and other intellectual property rights relating to or embodied in any of the foregoing. Moreover, Customer hereby grants to Prologic a non-exclusive, royalty-free, perpetual, fully transferable and sublicensable right and license to reproduce, distribute, use and otherwise exploit the Feedback. Customer will (and will cause its personnel) to execute and deliver any documents and instruments requested by Prologic to effect the intent and purpose of the foregoing. 6. Professional Services.

a. Setup Services. Prologic will provide the initial setup, training and other services with respect to the Application Service as described in Exhibit A to this Agreement.

b. Maintenance and Support Services. Prologic will provide to Customer the maintenance and support services for the Application Service as described in Exhibit B (Maintenance and Support Services) attached to this Agreement (the “Maintenance and Support Services”). From time to time, Prologic may release Updates to the Application Service and Prologic will provide Customer with prior notice of the installation/implementation of any such Updates to Customer’s version of the Application Service. Customer agrees to accept such Updates so as to ensure that Customer’s version of the Application Service does not become a “legacy” unsupported version of the Application Service. Any version of the Application Service that is more than twelve (12) months older than the then-current general release version of the Application Service (i.e., does not include all Updates to the Application Service more than 12

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months prior to the relevant date that are generally made available without additional charge by Prologic) will be considered a “legacy” unsupported version.

c. Additional Professional Services. Prologic will provide to Customer any additional Services described in an Order entered into between the parties following the Effective Date.

d. Customer Obligations. In connection with the performance of the Professional Services, Customer shall provide Prologic’s personnel with all such cooperation and assistance as they may reasonably request, or otherwise may reasonably be required, to enable Prologic to perform its obligations (including the provision of the Professional Services), and exercise its rights, under and in accordance with the terms and conditions of this Agreement. Customer will participate in the implementation of the Application Service, including having qualified personnel attend and participate in training sessions and complying with all reasonable instructions regarding implementation of the Application Service 7. Service Level Requirements. Exhibit C to this Agreement sets forth the service level agreement with respect the Application Service. 8. Hardware and System Requirements. Customer is solely responsible for obtaining and maintaining, at its own expense, all hardware, software and services needed to access and/or use the Application Service, including any and all servers, computers, and Internet access services. 9. Customer Data. This Section 9 sets forth Prologic’s rights and obligations with respect to the use and treatment of Customer Data.

a. Security. Prologic shall maintain administrative, physical, and technical safeguards designed to protect the security, confidentiality and integrity of the Customer Data.

b. Customer Ownership; Limited Rights of Use by Prologic. As between the parties, Customer shall retain ownership of all Customer Data. Customer hereby grants to Prologic a non-exclusive, royalty-free license to reproduce, display, distribute, modify, prepare derivative works of and otherwise use the Customer Data for the purpose of providing the Application Service and otherwise performing under this Agreement. In addition, Prologic shall be permitted to disclose the Customer Data to any judicial or other governmental entity to the extent such disclosure is required by applicable laws, so long as (x) Prologic will first have given prompt written notice to Customer of the same (to the extent not prohibited by applicable law), and (y) Prologic reasonably cooperates with Customer’s efforts to prevent or limit any such disclosure. Prologic is not authorized to use the Customer Data except as expressly provided in this Section 9.

c. Rights to Grant Use to Prologic. Customer represents and warrants that Customer has all necessary rights in the Customer Data to use (and to permit the Persons described in Section 3(c) above to use) the Customer Data in connection with the Application Service, to

grant Prologic the rights set forth in this Section 9, and that the Customer Data (including the use thereof under this Agreement) will not violate, misappropriate or infringe the rights (including intellectual property rights) of any Person or any applicable laws, and Customer agrees to hold harmless Prologic from any claims based on any such breach. 10. Third Party Products. With respect to any Third Party Products specified in an Order that are provided by Prologic to Customer on a resale basis, Prologic will assign to Customer all manufacturer’s warranties with respect to such Third Party Products (to the extent assignable). Except as otherwise expressly provided in the applicable Order, Prologic does not provide any maintenance or support for Third Party Products that are provided by Prologic to Customer on a resale basis and any such Third Party Products are provided by Prologic on an “AS IS” basis. Customer agrees that any and all software constituting, or contained in, Third Party Products provided by Prologic under this Agreement are licensed and not sold to Customer, and Customer agrees to be bound by the terms, conditions and restrictions of the applicable third party license agreement with respect to such software. 11. Fees and Payments.

a. Subscription Fees. Customer will pay to Prologic the recurring subscription fees set forth in Exhibit A for the Application Service (the “Subscription Fees”). The Subscription Fees will apply on either a recurring annual or monthly basis as indicated in Exhibit A.

b. Other Fees. Customer will pay to Prologic the fees and expenses set forth in Exhibit A and/or any other Order, as applicable, for any other products and/or services (including Third Party Products) described therein (the “Other Fees”).

c. Expenses. In addition to any specific expense reimbursements provided for in an Order or otherwise agreed to in writing by Customer, Customer will reimburse Prologic for all out-of-pocket travel and related expenses reasonably incurred by Prologic in providing the Professional Services. Prologic shall provide reasonable supporting documentation with respect to any requests for expense reimbursement

d. Invoicing; Payment Terms; Taxes. i. Customer will pay the Subscription Fees

attributable to the initial annual or monthly period (as applicable) of the Term on the Effective Date. Customer will pay the Subscription Fees attributable to each subsequent annual or monthly period (as applicable) of the Term on the first day of each such subsequent annual or monthly period (as applicable). Customer will make payment of Subscription Fees to Prologic via ACH (Automated Clearing House) or wire transfer to Prologic’s account designated in writing to Customer. Prologic will deliver a separate invoice to Customer for Subscription Fees assessed (provided, however, that any failure or delay in the delivery of any such invoice will not affect the payment obligations or due dates set forth above).

ii. Prologic will invoice Customer for Other Fees and reimbursable expenses, as incurred. Customer will

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pay invoiced Other Fees and reimbursable expenses within thirty (30) days following the date of the applicable invoice.

iii. Failure of Customer to pay any amounts when due under and in accordance with this Agreement shall constitute a material breach of this Agreement. Customer will pay interest at a rate of 1.5% per month, or, if less, the maximum rate permitted by law, on any unpaid amount to Prologic under this Agreement for such time as the outstanding balance remains past due. All amounts payable by Customer to Prologic are exclusive of applicable sales, use, value-added and other taxes assessed on the provision of the products, services and/or offerings provided by Prologic under this Agreement, and Customer agrees to pay any applicable taxes as invoiced by Prologic. If Customer asserts a tax exemption with respect to any such taxes, Customer will furnish Prologic with a valid tax exemption for each jurisdiction in which it is claiming an exemption.

e. Rights to Monitor. Prologic shall have the right (but not the obligation) to monitor Customer’s use of the Application Service to confirm Customer’s compliance with the terms of this Agreement. 12. Term and Termination.

a. Term. The initial term of this Agreement will commence on the Effective Date and, subject to any earlier termination under this Section 12, will continue for a period of _______ following the Effective Date (the “Initial Term”), and will automatically renew for consecutive one (1) year renewal terms unless a party notifies the other party at least one hundred twenty (120) days before the end of the then-current term of its intent not to renew (each renewal term will be referred to as a “Renewal Term”; and the Initial Term and any and all Renewal Terms will be referred to collectively as the “Term”).

b. Termination for Breach. This Agreement may be terminated by a party immediately upon notice to the other party if the other party is in material breach of this Agreement and has failed to cure such breach within thirty (30) days after notice of the breach.

c. Termination on Other Grounds. This Agreement may be terminated pursuant to any other specific right of termination expressly granted to a party under Agreement.

d. Effect of Termination. i. Upon termination or expiration of this

Agreement, (A) all Subscription Fees, Other Fees and other amounts payable to Prologic under this Agreement through the effective date of termination or expiration shall become immediately due and payable, and (B) (1) in the event that the Agreement expires (or is not renewed) in accordance with Section 12(a), Customer will be relieved of any Subscription Fees attributable to periods following the effective date of expiration, (2) in the event the Agreement is terminated by Customer under Section 12(b), Customer will be relieved of any Subscription Fees attributable to periods following the effective date of termination (and Prologic will refund any pre-paid Subscription Fees attributable to periods following the effective date of such termination (calculated on

a pro-rata basis)), and (3) in the event the Agreement is terminated by Prologic under Section 12(b), all Subscription Fees attributable to periods following the effective date of termination through the end of the then-current Term (without regard to termination) shall accelerate automatically and become immediately due and payable.

ii. Furthermore, upon termination or expiration of this Agreement, (A) the licenses granted to Customer under Section 3 will terminate automatically, (B) Customer will immediately cease further use of the Application Service and the Documentation (including all copies), and (C) Customer will de-install and delete the Documentation (including all copies) from Customer’s servers, equipment or storage devices (or, at Prologic’s request, permit Prologic to do so), and return to Prologic or destroy any other copies of the Documentation in Customer’s care, custody or control. Upon Prologic’s request, Customer will provide Prologic with written certification of Customer’s compliance with the foregoing obligations.

iii. Within thirty (30) days following the termination or expiration of this Agreement, Prologic will provide Customer with a copy (in Prologic’s then-current standard form and format) of any Customer Data stored in Prologic’s systems as of the effective date of termination or expiration of this Agreement and, so long as Customer has paid all amounts due to Prologic in accordance with this Agreement, Prologic will offer such additional Professional Services as may be reasonably requested by Customer (and charged at Prologic’s then-current standard rates) in connection with the transfer of Customer Data and wind-down of activities under this Agreement. Customer acknowledges and agrees that following such 30-day period all remaining Customer Data will be deleted from Prologic’s systems in accordance with Prologic’s standard practices.

iv. Notwithstanding anything to the contrary in this Agreement, termination or expiration of this Agreement will not affect any of the parties' respective rights or obligations that (A) are vested pursuant to this Agreement as of the effective date of such termination or expiration (including obligations for payment and remedies for breach of this Agreement); or (B) arise under Sections 2, 5, 9(c), 10, 11(d), 12(d), 13 and 15 through 30 of this Agreement, all of which will survive any termination or expiration of this Agreement.

e. Suspension of Application Service. Prologic may (without limitation of any other rights or remedies) suspend access to and use of the Application Service in the event that (i) Customer is delinquent in payment of any amount due to Prologic under this Agreement (and has not cured such delinquency within five (5) days following written notice thereof to Customer), (ii) Customer has breached any of the provisions of Section 3(a) or (c) of this Agreement, or (iii) in Prologic’s reasonable good faith determination, suspension of the Application Service is necessary to avoid or mitigate harm to the security of Prologic’s or its customers’ systems or data. Any such suspension will not constitute a termination of this Agreement.

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f. Non-Appropriations Clause. Customer’s fee payment obligations under this Agreement are subject to the appropriation of funds by Customer in its budget adopted for any fiscal year for the specific purpose of making fee payments pursuant to this Agreement for that fiscal year. The fee payment obligations of Customer pursuant to this Agreement in any fiscal year for which this Agreement is in effect shall constitute a current expense of Customer for that fiscal year only, and shall not constitute an indebtedness of Customer of any monies other than those lawfully appropriated in any fiscal year. In the event of non-appropriation of funds in any fiscal year to make fee payments pursuant to this Agreement, Customer shall have the right to terminate this Agreement upon thirty (30) days prior written notice to Prologic. For the avoidance of doubt, Customer will not be entitled to a refund of any fees or other amounts previously paid. 13. Confidentiality.

a. Each party (a "Receiving Party") agrees that any and all information (regardless of form or medium) obtained or otherwise received by Receiving Party from, through, by or on behalf of the other party (a "Disclosing Party") and/or its affiliates that (i) is conspicuously marked as “proprietary” or “confidential” or similar designation, or (ii) if disclosed orally or visually, is identified by Disclosing Party as “proprietary” or “confidential” or similar designation either through an oral or written statement at the time of such disclosure or through a written statement delivered to Receiving Party within a reasonable period of time (not to exceed thirty (30) days) following such disclosure, or (iii) based on the nature of the information, or the manner of its disclosure, should reasonably be considered as confidential, in each case, will be deemed the confidential information of Disclosing Party (“Confidential Information”). Anything to the contrary notwithstanding, the Application Service, Documentation and terms of this Agreement (including pricing) shall be deemed the Confidential Information of Prologic regardless of whether or not marked/designated in accordance with the preceding sentence. Receiving Party will maintain the Confidential Information in confidence and, subject to the terms and conditions of this Section, will not disclose or use any Confidential Information. Receiving Party agrees to use the same degree of care to protect the Confidential Information as it uses to protect its own confidential information of like importance, but in no event will Receiving Party use less than reasonable care.

b. Except as otherwise expressly provided in this Agreement or agreed to by the Disclosing Party, Receiving Party may use the Confidential Information only to the limited extent necessary to perform its duties and/or exercise its rights under this Agreement, and for no other purpose, commercial or otherwise. Receiving Party may disclose the Confidential Information only to those (i) Disclosing Party personnel, (ii) Receiving Party personnel (in the case of Prologic, including its subcontractors), and (iii) such other Persons approved in writing by the Disclosing Party, who need to know the Confidential Information in order to assist Receiving Party in its authorized use of the Confidential

Information; provided, that such persons described in clauses (ii) and (iii) above agree to be bound by obligations of confidentiality and nonuse (without further rights of distribution) no less restrictive than those contained herein, and the Receiving Party will be jointly and severally liable for any such person's breach of the foregoing obligations of confidentiality and nonuse.

c. Disclosure or use of any Confidential Information will not be restricted to the extent that: (i) it is or becomes generally available to the public without any breach of this Agreement, (ii) it is known to Receiving Party prior to the date of disclosure by or on behalf of Disclosing Party hereunder; (iii) Receiving Party rightfully obtains it from a third party who Receiving Party reasonably believes has the right to transfer or disclose it without restriction; or (iv) it is developed independently by Receiving Party without any breach of this Agreement and without any use of the Confidential Information. For the avoidance of doubt, the parties agree that Customer Data is governed by Section 9.

d. Disclosure of (i) any Confidential Information by Receiving Party to any judicial or other governmental entity or (ii) any Prologic Confidential Information required to be disclosed by Customer in response to a valid request for information pursuant to the Texas Public Information Act, Texas Government Code Chapter 552 (“TPIA”), in either case, will not be prohibited to the extent that such disclosure is required by applicable laws, so long as (x) Receiving Party will first have given prompt prior written notice to Disclosing Party of the same (including, in the case of a TPIA request, a copy of the request and a description or listing of the Prologic Confidential Information that Customer considers responsive to the request), (y) in the case of a TPIA request, Customer seeks (within ten (10) days following receipt of the initial request for information) an Attorney General opinion on whether all or part of the Prologic Confidential Information requested is exempt from disclosure under the TPIA, and (z) Receiving Party reasonably cooperates with Disclosing Party’s efforts to prevent or limit any such disclosure (including, in the case of a TPIA request, promptly forwarding to Prologic all notices, briefs or other communications relevant to the Attorney General’s determination).

e. Receiving Party agrees to return to Disclosing Party, or, upon Disclosing Party's prior written approval, to destroy (and to certify to such destruction in writing to Disclosing Party), all information and materials containing or embodying any Confidential Information, within thirty (30) days after demand therefor by Disclosing Party; provided, that Receiving Party will be entitled to retain any digital copies of Disclosing Party's Confidential Information (excluding, in the case of Prologic as the Disclosing Party, any Documentation) stored on Receiving Party's computer systems for archival purposes, in the ordinary course of the Receiving Party's archival operations, but will not have any further rights to use or disclose such information. For the avoidance of doubt, the foregoing shall not restrict Prologic from deleting Customer Data from its systems in accordance with Section 12(d)(iii) of this Agreement following the termination or expiration of this Agreement.

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14. Compliance with Laws. Each party agrees to comply with all applicable laws and regulations relating to its performance of this Agreement. Without limiting the foregoing, Customer agrees that that the Application Service and other technical data provided to Customer under this Agreement may be subject to the import/export control laws of the United States and other countries, and Customer will comply with any and all such applicable laws. 15. Limited Warranty; Remedy.

a. Prologic warrants that, during the Term, the Application Service will substantially conform, in all material respects, to the specifications set forth in the Documentation. The foregoing warranty will not apply (i) if Customer is in default or breach of any of its obligations under this Agreement, or (ii) to any non-conformance due to (A) Customer’s failure to permit the installation/implementation of any Update provided by Prologic, (B) Customer’s negligence, abuse, misapplication or misuse of the Application Service (including Customer’s failure to operate the Application Service in accordance with the Documentation), or (C) Customer’s use or operation of the Application Service in or with any technology (including any software, hardware, firmware, system or network) not approved in writing by Prologic. In the event of a breach of the foregoing warranty for which Customer provides notice to Prologic, Prologic, at its sole expense, will use reasonable efforts to correct the non-conformance and, if, after thirty (30) days following Prologic’s receipt of notice of the non-conformance, Prologic is unable to correct such non-conformance (for the avoidance of doubt, excluding any such non-conformance constituting a Category 3 error (as defined in Exhibit B), then such failure will be deemed a material breach of this Agreement, and Customer may terminate this Agreement pursuant to Section 12(b) (Termination for Breach) and be entitled to a refund of any pre-paid Subscription Fees attributable to periods following the effective date of termination in accordance with Section 12(d)(i)(B)(2). THE PRECEDING SENTENCE SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND PROLOGIC’S SOLE AND EXCLUSIVE LIABILITY, FOR THE BREACH OF THE WARRANTY SET FORTH ABOVE IN THIS SECTION 15(a).

b. Prologic warrants that, during the Term, the Professional Services will be performed in a professional and workmanlike manner. In the event of a breach of the foregoing warranty for which Customer provides notice to Prologic, Prologic, at its sole option and expense, will either (x) correct the non-conformance or (y) refund to Customer the portion of the Other Fees paid by Customer that are attributable to such non-conforming portion of the Professional Services. THE PRECEDING SENTENCE SETS FORTH CUSTOMER’S SOLE AND EXCLUSIVE REMEDY, AND PROLOGIC’S SOLE AND EXCLUSIVE LIABILITY, FOR THE BREACH OF THE WARRANTY SET FORTH ABOVE IN THIS SECTION 15(b) 16. Disclaimers. ANYTHING TO THE CONTRARY NOTWITHSTANDING, EXCEPT TO THE EXTENT OTHERWISE EXPRESSLY PROVIDED IN SECTION 15

ABOVE, PROLOGIC (INCLUDING, FOR PURPOSES OF THIS SECTION, ITS LICENSORS AND SERVICE PROVIDERS) DOES NOT MAKE ANY, AND HEREBY EXPRESSLY DISCLAIMS ALL, WARRANTIES, WHETHER EXPRESSED OR IMPLIED, WITH RESPECT TO THE APPLICATION SERVICE, THE PROFESSIONAL SERVICES, THE THIRD PARTY PRODUCTS, AND ANY OTHER PRODUCTS, SERVICES, OFFERINGS, INFORMATION OR ITEMS PROVIDED, OR TO BE PROVIDED, TO CUSTOMER UNDER THIS AGREEMENT (COLLECTIVELY, THE “OFFERINGS”), INCLUDING ANY IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE OR NON-INFRINGEMENT OR ANY OTHER WARRANTIES THAT MAY ARISE FROM USAGE OF TRADE OR COURSE OF DEALING. WITHOUT LIMITING THE FOREGOING, PROLOGIC DOES NOT MAKE, AND HEREBY EXPRESSLY DISCLAIMS, ANY REPRESENTATIONS, WARRANTIES AND/OR GUARANTEES REGARDING (I) THE USE OF OR THE RESULTS OF THE USE OF THE OFFERINGS IN TERMS OF CORRECTNESS, ACCURACY, RELIABILITY, TIMELINESS, AVAILABILITY, SECURITY OR OTHERWISE, OR (II) WHETHER THE OPERATION OF THE OFFERINGS WILL BE UNINTERRUPTED OR ERROR FREE. PROLOGIC IS NOT IN THE BUSINESS OF RENDERING LEGAL, TAX, ACCOUNTING, MEDICAL OR OTHER PROFESSIONAL ADVICE, AND NEITHER PROLOGIC NOR THE OFFERINGS SHOULD BE RELIED UPON AS SUCH. IF SUCH ADVICE OR EXPERT ASSISTANCE IS REQUIRED BY CUSTOMER, CUSTOMER SHOULD SEEK THE SERVICES OF A COMPETENT LICENSED PROFESSIONAL. 17. Limitation of Liability.

a. ANYTHING TO THE CONTRARY NOTWITHSTANDING, IN NO EVENT SHALL PROLOGIC OR ITS LICENSORS OR SERVICE PROVIDERS BE LIABLE TO CUSTOMER OR ANY OTHER PERSON FOR ANY INDIRECT, CONSEQUENTIAL, INCIDENTAL, SPECIAL OR PUNITIVE DAMAGES, OR ANY DAMAGES FOR LOSS OF REVENUE OR PROFIT, LOSS OF DATA, OR LOSS OF TIME OR BUSINESS, ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, AND REGARDLESS OF WHETHER PROLOGIC HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES.

b. ANYTHING TO THE CONTRARY NOTWITHSTANDING, IN NO EVENT WILL THE TOTAL MAXIMUM LIABILITY OF PROLOGIC FOR ANY AND ALL CLAIMS, DAMAGES AND LIABILITIES ARISING OUT OF OR RELATING TO THIS AGREEMENT, WHETHER LIABILITY IS ASSERTED IN CONTRACT OR IN TORT (INCLUDING STRICT LIABILITY OR NEGLIGENCE) OR OTHERWISE, EXCEED THE TOTAL AMOUNT OF FEES PAID TO PROLOGIC BY CUSTOMER UNDER THIS AGREEMENT DURING THE 12-MONTH PERIOD PRIOR TO THE OCCURRENCE OF SUCH CLAIM, DAMAGE OR LIABILITY, LESS THE AMOUNT OF ANY CLAIMS,

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DAMAGES OR LIABILITIES PREVIOUSLY PAID BY PROLOGIC. 18. Indemnity.

a. Prologic will indemnify and defend Customer from and against any third party claim that the Application Service and/or the Documentation (each in the form provided by Prologic) infringes the United States intellectual property rights of any other Person; provided, that such indemnification obligations will not extend to any infringement claim to the extent based on (i) the combination of the Application Service with any technology (including any software, hardware, firmware, system or network) not provided by Prologic or approved in writing by Prologic for use with the Application Service, (ii) the failure of Customer to implement any Update provided by Prologic, (iii) the continued use of the alleged infringing item after Prologic's notice to Customer of such activity's alleged or actual infringement, (iv) any deliverable developed by Prologic in compliance with any specifications required by Customer (to the extent that the infringement is due to the compliance with such specifications), (v) any Customer Data or other content or materials (regardless of form or medium) provided by Customer, or (vi) Customer’s use of the Application Service in violation of Section 3 of this Agreement. If Customer’s use of the Application Service or the Documentation is, or, in Prologic’s opinion, is likely to be, enjoined due to any such infringement, then Prologic, at its sole option and expense, may, in addition to its indemnification obligations under this Section 18(a), do one or more of the following: (x) obtain for Customer the right to continue using the alleged infringing item as otherwise provided in this Agreement; (y) replace or modify the alleged infringing item so that it is no longer infringing, and require Customer to implement such replaced or modified item; or (z) terminate this Agreement upon notice to Customer and refund to Customer any pre-paid Subscription Fees attributable to periods following the effective date of such termination (calculated on a pro-rata basis)).

b. Prologic will defend Customer, at Prologic’s cost, and pay all settlement payments and damages awarded with respect to any indemnified claim; provided, that (i) Customer promptly notifies Prologic in writing of such claim, (ii) Customer provides Prologic with sole control and authority to defend and settle such claim, and (iii) Customer provides, at Prologic’s cost, all reasonable assistance and information requested by Prologic for the defense and settlement of such claim. 19. Governing Law. THIS AGREEMENT WILL BE GOVERNED BY AND CONSTRUED IN ACCORDANCE WITH THE LAWS OF THE STATE OF TEXAS, WITHOUT REGARD TO PRINCIPLES OF CONFLICTS OF LAW. 20. Jurisdiction; Venue; Waiver of Jury. EACH PARTY IRREVOCABLY SUBMITS AND CONSENTS TO THE EXCLUSIVE JURISDICTION OF THE UNITED STATES DISTRICT COURTS FOR THE WESTERN DISTRICT OF TEXAS AND THE TEXAS STATE DISTRICT COURTS LOCATED IN TRAVIS COUNTY, TEXAS, AND, SUBJECT TO THE PROVISIONS OF SECTION 21 (DISPUTE

RESOLUTION; ARBITRATION) BELOW, HEREBY AGREES THAT SUCH COURTS WILL BE THE EXCLUSIVE PROPER FORUM FOR THE DETERMINATION OF ANY DISPUTE ARISING OUT OF OR RELATING TO THIS AGREEMENT. FURTHERMORE, SUBJECT TO THE PROVISIONS OF SECTION 21 (DISPUTE RESOLUTION; ARBITRATION) BELOW, EACH PARTY HEREBY IRREVOCABLY AND UNCONDITIONALLY WAIVES ANY RIGHT IT MAY HAVE TO A TRIAL BY JURY IN RESPECT OF ANY LEGAL ACTION ARISING OUT OF OR RELATING TO THIS AGREEMENT. 21. Dispute Resolution; Arbitration.

a. Except with respect to claims on a breach of Sections 3 (Subscription License to Application Service), 5 (Ownership of Application Service) or 13 (Confidentiality) where an injunction is sought or claims for which the statute of limitations will run within the upcoming ninety (90) day period, in the event of a dispute between the parties arising out of or relating to this Agreement, and before a party initiates arbitration or other legal action in accordance with the terms of this Agreement, the parties agree to participate in the informal dispute resolution process as set forth in this Section 21(a). If a party has a dispute with the other party that arises out of or relates to this Agreement and desires to initiates arbitration or other legal action, then such party shall provide notice to the other party of such dispute, its invocation of the provisions of this Section 21(a) and its request to have an executive-level representative of each party meet in person in Austin, Texas (or such other mutually agreed upon place) to discuss such dispute within twenty (20) days following the date of such notice. Each party shall cause a designated executive-level representative to participate in such meeting and engage in good faith discussions regarding the dispute and a resolution thereof. If the parties do not resolve the disputed matter to their mutual satisfaction following earlier of (x) the 10th day following the date on which the executive-level meeting occurred or (y) within thirty (30) days following the date of delivery of the notice initiating the dispute resolution process under this Section 21(a) then either party may seek arbitration of such disputed matter at any time pursuant to the provisions of Section 21(b) below.

b. The parties agree that any dispute arising out of or relating to this Agreement which the parties are not able to resolve shall be settled exclusively by arbitration in Austin, Texas by a single arbitrator pursuant to the American Arbitration Association’s Commercial Arbitration Rules. The arbitrator shall be chosen from a panel of licensed attorneys having at least fifteen (15) years of professional experience who are familiar with the subject matter of this Agreement. The arbitrator shall be appointed within thirty (30) days of the date the demand for arbitration was sent to the other party. Discovery shall be permitted in accordance with the Federal Rules of Civil Procedure. All aspects of the arbitration shall be treated as confidential. Neither the parties nor the arbitrator may disclose the existence, content or results of the arbitration, except as necessary to enforce award or to comply with legal or regulatory requirements. Before making

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any such disclosure, the party intending to make the disclosure shall give the other party written notice of such intention and shall afford the other party a reasonable opportunity to protect its interests, which such period shall not be less than twenty (20) days from the non-disclosing party’s receipt of the aforementioned written notice. If an arbitration proceeding is brought pursuant to this Agreement, the prevailing party shall be entitled to recover reasonable attorneys’ fees, costs and necessary disbursements incurred in addition to any other relief to which such party may be entitled. 22. Equitable Remedies. Each party agrees that its breach of Sections 3, 5 or 13 of this Agreement would cause irreparable harm to the other party for which monetary damages alone would not be an adequate remedy. Accordingly, each party agrees that, in addition to any other remedies to which the other party may be entitled, in the event of any such breach by it, the other party will be entitled to seek equitable relief (including injunctive relief) with respect to such breach in any court of competent jurisdiction (notwithstanding any exclusive venue or arbitration provisions of this Agreement). 23. Severability. If a court of competent jurisdiction finds any provision of this Agreement to be unenforceable, that provision of the Agreement will be enforced to the maximum extent permissible so as to effect the intent of the parties, and the remainder of this Agreement will continue in full force and effect. 24. Notices. Any notice required or permitted under this Agreement will be in writing, and will be delivered (a) personally by hand, (b) by certified mail, postage prepaid, with return receipt requested, or (c) by internationally recognized express delivery service (e.g., UPS or FedEx), to the Parties as follows: if to Customer, at the address(es) indicated in the “Customer Information” section of Exhibit A attached hereto; and if to Prologic, at 10801-1 N Mopac Expressway, Suite 120, Austin, TX 78759, Attn: Legal Department. Notice given will be deemed effective on the date delivered, if by hand, three (3) days following deposit in the U.S. Mail properly addressed, if by mail, or on the date of confirmed delivery, if by internationally recognized express delivery service. Either party may change the person(s) and/or address(es) designated for notice effective ten (10) days following delivery of notice of such change(s). 25. Publicity. Customer hereby consents to Prologic’s (a) inclusion of Customer’s name and logo on Prologic’s website pages listing its customers and in “customer collage” sections of Prologic’s marketing materials (whether in hard copy or electronic form) and (b) issuance of a press release announcing this Agreement, and Customer’s use of the Application Service, with such press release subject to Customer’s prior approval (not to be unreasonably withheld or delayed). 26. Assignment and Subcontracting. Neither party shall assign or otherwise transfer this Agreement, or any of its rights or obligations hereunder, in any manner, including by way of merger, exchange, consolidation or combination, or sale of fifty percent (50%) or more of its capital stock or

similar ownership interests, or sale of all or substantially all of its assets, without the prior written consent of the other party; provided, however, Prologic may assign and transfer this Agreement, and its rights and obligations hereunder, to the purchaser or surviving entity in connection with a sale of Prologic’s business (whether by way of merger, exchange. consolidation or combination, or sale of fifty percent (50%) or more of its capital stock or similar ownership interests, or sale of all or substantially all of its assets), without the prior written consent of Customer. Any attempted assignment or transfer of this Agreement or any rights or obligations hereunder in violation of this Section will be void. Subject to the foregoing, this Agreement will be binding on the parties and their respective successors and assigns. Customer acknowledges and agrees that Prologic may engage, and utilize the services of, subcontractors to assist Prologic in the provision of the Application Service and/or Professional Services, including hosting and data storage services. Prologic agrees that it will not be relieved of any of its obligations under this Agreement as a result of the use of any subcontractor and will be responsible for any failure by any such subcontractor to comply with any duties or obligations of Prologic under this Agreement to the same extent as if such failure was committed by Prologic. 27. Interpretation. Each instance in this Agreement of the words "include," "includes," and "including" will be deemed to be followed by the words "without limitation." As used in this Agreement, the term "days" means calendar days, not business days, unless otherwise specified. All headings or section divisions contained in this Agreement are for reference purposes only and will not be construed to affect the meaning or interpretation of this Agreement. 28. Force Majeure. Except for payment obligations hereunder, neither party will be liable for any failure or delay in performance resulting from any event beyond its reasonable control (a “Force Majeure Event”), including due to fire, flood, action or decree of civil or military authority, insurrection, act of war, vandalism, terrorism, hackers, denial of service attacks, labor disputes or shortages, material shortages, power outages, failure of internet connections, failure of suppliers, or embargo. The affected party will provide prompt written notice to the other party of any such event. 29. Waiver; Amendments. No waiver of any provision of this Agreement will be effective unless made in writing and signed by the party to be charged with the waiver. This Agreement may only be amended by a written agreement executed by Customer and Prologic referencing this Agreement and the provisions hereof to be amended. Any preprinted legal terms contained on any purchase order, confirmation notice or other similar document delivered by one party to the other in connection with this Agreement will not serve to amend or modify any provision of this Agreement. 30. Entire Agreement. This Agreement constitutes the entire agreement of the parties with respect to the subject matter hereof and supersedes any and all prior representations, warranties, understandings or agreements

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(written or oral) between the parties with respect to the subject matter hereof. The Exhibits referred to and attached to this Agreement, and any Orders issued hereunder, are deemed incorporated herein by this reference and constitute an integral part of this Agreement. In the event of a conflict between or among the provisions of the main body of this Agreement, any Exhibit, and/or any Order, the following order of precedence will apply: the main body of this Agreement; the Exhibit; and the Order; provided, however, if a provision of any Exhibit or Order expressly indicates that it is to take precedence over a specific provision in the main body of the Agreement, then such provision of the Exhibit or Order, as applicable, shall take precedence. This Agreement may be executed in multiple counterparts. Facsimile and scanned signatures are effective in all respects.

[INTENTIONALLY BLANK SPACE; SIGNATURE PAGE FOLLOWS]

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IN WITNESS WHEREOF, each party has caused this Master Application Service Agreement to be executed by its duly authorized representative. PROLOGIC: CUSTOMER: PROLOGIC TECHNOLOGY SYSTEMS, INC. [Insert Full Legal Name of Customer Above] By: By: Printed Name: Jeff Pepper Printed Name: Title: President Title:

A-1

EXHIBIT A

INITIAL ORDER

1. Customer Information

Customer:

Customer Notice Information: Address: ______________________ ______________________ Attn:_ ________________ Email:_ _______________

2. Application Service

Selected Licensed Modules for Application Service Subscription Fees 1

[INTERNAL NOTE: IDENTIFY SELECTED LICENSED MODULES HERE ALSO, DELETE THIS INTERNAL NOTE]

[Annual Subscription Fee of $____________________ per annual period] [Monthly Subscription Fee of $____________________ per monthly period] [INTERNAL NOTE: BEFORE SENDING TO CUSTOMER, YOU MUST CHOOSE EITHER THE ANNUAL SUBSCRIPTION OR MONTHLY SUBSCRIPTION OPTION ABOVE. REMOVE BRACKETS AND INSERT FEE AMOUNT ON SELECTED OPTION AND DELETE OPTION THAT DOES NOT APPLY. ALSO, DELETE THIS INTERNAL NOTE]

1 The pricing for Subscription Fees as reflected above will remain fixed for the Initial Term. Prologic may increase or otherwise modify the Subscription Fees applicable to any Renewal Term by providing notice of the same to Customer not less than 180 days prior the commencement of the Renewal Term. Unless modified by Prologic pursuant to the preceding sentence, the Subscription Fees in effect at the end of the then-current Initial Term/Renewal Term will continue to apply for the upcoming Renewal Term. 3. Professional Services

Selected Professional Services Rates and Charges [INTERNAL NOTE: IDENTIFY/DESCRIBE SELECTED PROFESSIONAL SERVICES AND ASSOCIATED FEES/CHARGES. ALSO, DELETE THIS INTERNAL NOTE]

Services

A-2

Installation Services Data Conversion Project Management Training2 (not to exceed a total of ____ days of training through _________ __, 20__) Implementation interface design and programming3 between TEAMS and [INTERNAL NOTE: IDENTIFY SPECIFIC OTHER SOFTWARE. ALSO, DELETE THIS INTERNAL NOTE] Travel Expenses

$__________ $__________ $__________ $________ $________ Customer will reimburse for all reasonable out-of-pocket travel-related expenses incurred by Prologic in performing such Professional Services

Maintenance and Support Services

Included in Subscription Fees

2 Training will be made available for up to the total number of days indicated above through the training period indicated above Training in excess of indicated day allotment will be billed at Prologic’s then-current standard training rate, plus travel-related expenses. Prologic will provide Customer with a monthly accounting of training days utilized by Customer. Any unused training days remaining at the end of the training period indicated above will be forfeited (without refund). 3 Implementation interface design and programming between TEAMS and any other software not specifically identified above will be billed at Prologic’s standard rate less a 15% discount. Discount is available for 12 months after the first day of the Initial Term.

EXHIBIT B

MAINTENANCE AND SUPPORT SERVICES Prologic will provide the following Maintenance and Support Services for the Application Service during the Term: (i) provide technical support and assistance to Customer regarding the use of the Application Service via Prologic’s customer support line 7:30 a.m. to 5:30 p.m. (central time) Monday through Friday (excluding holidays – provided, that, in the event of a reported Category 1 error, holiday availability will be provided via pager coverage); (ii) use commercially reasonable efforts to respond, diagnose and resolve reported errors in the Application Service based on the error classification category (see below); (iii) provide Customer with any fixes, workarounds or other solutions developed by Prologic to address any reported error by Customer, including, to the extent applicable, any specific Updates (including updated Documentation) developed by Prologic to address such error; and (iv) provide Customer with all Updates (including updated Documentation) that Prologic makes generally available to its licensees of the Licensed Modules at no additional charge. For purposes of this Exhibit B, an “error” means a reproducible failure of the Application Service to perform in substantial conformity with the specifications set forth in the Documentation. The following describes the error classification categories and associated diagnostic and resource protocols: Category 1 Situation Condition: An error that causes a material feature or function of the Application Service to not operate which has a critical impact on Customer's business operations. Support Efforts: Prologic shall apply dedicated resources continuously, on a priority basis, until a solution or acceptable work around is found. Target Resolution Time: Two (2) business days from receipt of notice from Customer by Prologic. Category 2 Situation Condition: An error that results in a lack of Application Service functionality and materially degrades significant aspects of Customer's business operations. Support Efforts: Resources dedicated, subject to Category 1 matters, until a solution or work around is found. Target Resolution Time: Five (5) business days from receipt of notice from Customer by Prologic. Category 3 Situation Condition: an error that impairs the performance of the Application Service, but does not substantially affect Customer's business operations. Support Efforts: Resources are dedicated, on a commercially reasonable basis, until a solution or work round is found. Target Resolution Time: Next regularly scheduled Update to be generally released to all customers. Customer shall notify Prologic of any error it experiences with respect to the Application Service in accordance with Prologic’s then-current error reporting procedures and provide Prologic with reasonable detail of the nature and circumstances of the error. Customer will promptly implement any Updates furnished by Prologic so as to ensure that the current release level of the Application Service is operating. Customer will provide Prologic with an accurate description of all hardware, software and related items (collectively, “Items”) that may be necessary for Prologic to access during the performance of Services or the provision of any deliverables hereunder. Customer hereby authorizes Prologic to access the Items for the purposes of performing such Services or providing such deliverables. Customer warrants that it owns or possesses all rights necessary to authorize Prologic to access such Items. Customer will permit Prologic to review Customer’s use of the Application Service to assure Customer’s compliance with this Agreement. Prologic has no obligation to provide Maintenance and Support Services relating to errors that, in whole or in part, arise out of or result from any of the following: (i) any operation or use of, or other activity relating to, the Application Service other than as specified in the Documentation, including any combination, operation or use of the Application Service in or with, any technology (including any software, hardware, firmware, system or network) or service not specified for Customer's use in the Documentation (including use with any VMware products); (iii) any negligence, abuse, misapplication or misuse of the Application Service other than by Prologic personnel; (iv) the operation of, or access to, Customer's system or network; (v) any breach of or noncompliance with any provision of this Agreement by Customer, or (vi) any Force Majeure Event (including abnormal physical or electrical stress). If Customer performs any of the activities previously detailed in items (i) through (v), Customer will be responsible for all changes related to the consequences of such Customer actions. Necessary support activity as a consequence of Customer actions will be billed at the then prevailing Prologic Regular Support Services rates for standard business hours (7:30 a.m. to 5:30 p.m. central time Monday – Friday) and at the Extended Support Service Rate of 150% of the Regular Support Services rate for after-hours (after 5:30 p.m. Monday through Friday), weekends (12:00 a.m. Saturday to 7:30 a.m. Monday) and holidays.

EXHIBIT C

SERVICE LEVEL AGREEMENT A. Definitions. For purposes of this Exhibit C – Service Level Agreement (the “SLA”), the following capitalized terms will have the following defined meanings: (a) “Available” means the Application Service is available for access and use by intended users; (b) “Availability Credit” means an amount equal to three percent (3%) of the applicable month’s pro-rated Subscription Fees; (c) “Monthly Availability Percentage” means, for the applicable month, the percentage of time during which the Application Service is Available, calculated as follows: (i)(1) the total number minutes in the month, minus, (2) the total number of minutes of all Outages in the month (excluding Qualifying Outages), divided by, (ii) the total number of minutes in the month; (d) “Outage” means un-Availability of the Application Service (the duration (in minutes) of any Outage will commence at the time indicated on the applicable support request trouble ticket (i.e., exact time when the Outage is reported by Customer to Prologic) and end at the time of problem resolution (as reflected in trouble ticket record)); (e) “Qualifying Outages” means any Outage resulting from (i) Scheduled Maintenance, (ii) acts or omissions of Customer (including its employees, contractors or representatives, or its authorized users of the Application Service), (iii) mutually agreed to downtime, or (iv) a Force Majeure Event; (f) “Scheduled Maintenance” means maintenance or services conducted with respect to the Application Service which may result in un-Availability; (g) “SLA Target Percentage” means a Monthly Availability Percentage equal to 99.5%. B. Minimum Availability Percentage. Subject to the terms and conditions of this Agreement, Prologic will use commercially reasonable efforts to make the Application Service available for access and use on a 24 hours a day, 7 days a week basis (excluding Qualifying Outages). In the event that, for a particular month during the Term, the Monthly Availability Percentage is less than the SLA Target Percentage, then Customer shall be entitled to receive an Availability Credit as described in Section C below, subject to the terms and conditions of this Agreement. Standard hours for Scheduled Maintenance are daily between 8:30 p.m. and 2 a.m. (central) (“Maintenance Window”). To the extent that, in Prologic’s reasonable determination, Scheduled Maintenance is required outside of the Maintenance Window to address any critical system issues, Prologic will provide notice of such maintenance (including the reasons and expected duration therefor) as soon as is reasonably practicable. C. Availability Credits. If, during a particular month during the Term, the Monthly Availability Percentage is less than the SLA Target Percentage, then Customer shall be eligible to receive an Availability Credit(s), as follows: (a) one (1) Availability Credit if the Monthly Availability Percentage is between 99.49 and 99.31; (b) two Availability Credits if the Monthly Availability Percentage is between 99.30% and 99.11%, (c) three (3) Availability Credits if the Monthly Availability Percentage is between 99.10% and 99.01%, and (d) four (4) Availability Credits if the Monthly Availability Percentage is 99.0% or below. Customer agrees to contact the Prologic’s customer support line to report problems and open trouble tickets that reflect the start time of the Outage event. D. Settlement of Credits. Availability Credits will be aggregated on a quarterly basis, and settled by the last day of the first month following the end of the quarter in which such Availability Credits were earned. Any Availability Credits owed from Prologic to Customer upon the expiration or termination of the Agreement will be paid within one (1) month following the effective date of expiration or termination. If the pro-rated Subscription Fees for a subject month have not been paid or incurred, or for any other reason have been credited or waived, Customer shall not be eligible for an Availability Credit with respect to that specific month. Customer shall receive no more than four (4) Availability Credits per month. E. Commencement of Service Level Agreement. The provisions of this SLA will not apply, and Customer shall not be eligible for any Availability Credits, until the first full calendar month that starts at least 30 days following the date of the Application Service is first made available for production use by Customer. F. Exclusivity of Remedies. Customer agrees that Customer’s rights to receive the Availability Credits under this SLA constitute Customer’s sole and exclusive monetary remedy, and Prologic’s sole monetary liability, arising out of or relating to Prologic’s breach of any provisions of this SLA, including, without limitation, the failure to meet an SLA Target Percentage.