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2019-255-E IT - PlanetTechnologies active directory remediation
DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 [Departmental Use Only] TITLE Planet Technologies Active Directory remediation FY 2019 NORTH CAROLINA CONSULTING SERVICES AGREEMENT UNDER $90,000 ORANGE COUNTY This Agreement, made and entered into this 25 day of April, 2019, ("Effective Date") by and between Orange County, North Carolina a body politic and corporate of the State of North Carolina (hereinafter, the "County") and Planet Technologies, Inc., (hereinafter, the "Consultant"). WITNESSETH: That the County and Consultant, for the consideration herein named, do hereby agree as follows: ARTICLE 1 SCOPE OF WORK 1.1 Scope of Work 1.1.1 This Services Agreement ("Agreement") is for professional consulting services to be rendered by Consultant to County with respect to (insert type of project) troubleshooting and remediation of Active Directory issues. (SEE EXHIBIT 1) 1.1.2 By executing this Agreement, the Consultant represents and agrees that Consultant is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent,professional and timely manner. 1.1.3 Time is of the essence with respect to this Agreement. 1.1.4 The services to be performed under this Agreement consist of Basic Services, as described and designated in Article 3 hereof. Compensation to the Consultant for Basic Services under this Agreement shall be as set forth herein. ARTICLE 2 RESPONSIBILITIES OF THE CONSULTANT 2.1 Services to be Provided. The Consultant shall provide the County with all services required in Article 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. 2.2. Standard of Care 2.2.1 The Consultant shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Consultant practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Consultant is Revised 12/18 1 DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 solely responsible for the professional quality, accuracy and timely completion and submission of all reports, drawings, specifications, plans, documents and services (hereinafter "Deliverables") related to the Basic Services. 2.2.2 The Consultant shall be responsible for all errors or omissions, in the deliverables prepared by the Consultant. 2.2.3 The Consultant shall correct at no additional cost to the County any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts in any Deliverables prepared by the Consultant. 2.2.4 The Consultant shall assure that all Deliverables prepared by it hereunder are in accordance with applicable laws, statutes, and that any necessary or appropriate applications for approvals are submitted to federal, state and local governments or agencies in a timely manner so as not to delay the Project. 2.2.5 The Consultant shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. 2.2.6 Any and all employees of the Consultant engaged by the Consultant in the performance of any work or services required of the Consultant under this Agreement, shall be considered employees or agents of the Consultant only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Consultant. 2.2.7 If activities related to the performance of this agreement require specific licenses, certifications, or related credentials Consultant represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. ARTICLE 3 BASIC SERVICES 3.1 Basic Services 3.1.1 The Consultant shall perform as Basic Services the work and services described herein and as described in Exhibit 1. ARTICLE 4 DURATION OF SERVICES 4.1 Scheduling of Services 4.1.1 The Consultant shall schedule and perform its activities in a timely manner. Revised 12/18 2 DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 4.1.2 Should the County determine that the Consultant is behind the agreed upon schedule, it may require the Consultant to expedite and accelerate his efforts, including providing additional resources and working overtime, as necessary, to perform his services in accordance with the approved project schedule at no additional cost to the County. 4.1.3 The Commencement Date for the Consultant's Basic Services shall be 25 April 2019. ARTICLE 5 COMPENSATION 5.1 Compensation for Basic Services 5.1.1 Compensation for Basic Services shall include all compensation due the Consultant from the County for all services under this Agreement except for any authorized Reimbursable Expenses which are defined herein. The maximum amount payable for Basic Services is Eleven-Thousand-Six-Hundred Dollars and 00 cents (SEE EXHIBIT 1) Dollars ($11,600.00). Payment for Basic Services shall become due and payable in direct proportion to satisfactory services performed and work accomplished. ARTICLE 6 RESPONSIBILITIES OF THE COUNTY 6.1 Cooperation and Coordination 6.1.1 The County has designated Jim Northrup to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 6.1.2 The County shall be solely responsible for determining whether Consultant as satisfactorily completed Tasks. It is agreed that County shall not unreasonably withhold its determination of satisfactory completion of any Task. In the event the amount of an invoice is disputed County may withhold payment until the dispute is resolved by the parties. County may also withhold payment on an invoice until the satisfactory completion of a Task by Consultant. ARTICLE 7 INSURANCE AND INDEMNITY 7.1 General Requirements 7.1.1 Consultant shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers' Compensation Insurance, Professional Liability Insurance, and any additional insurance as may be required by Owner's Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountVnc.gov/departments/purchasing division/contracts.php). If Owner's Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here (SEE EXHIBIT 2) (if no additional insurance required mark N/A as Revised 12/18 3 DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 being not applicable). Consultant shall not commence work until such insurance is in effect and certification thereof has been received by the Owner's Risk Manager. 7.2 Indemnity 7.2.1 The Consultant agrees, without limitation, to indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Consultant except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Consultant to indemnify the County to the fullest extent permitted under North Carolina law. ARTICLE 8 AMENDMENTS TO THE AGREEMENT 8.1 Changes in Basic Services 8.1.1 Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Consultant. The Consultant shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. ARTICLE 9 TERMINATION 9.1 Termination for Convenience of the County 9.1.1 This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days prior written notice to the Consultant. 9.2 Other Termination 9.2.1 The Consultant may terminate this Agreement based upon the County's material breach of this Agreement; provided the County has not taken all reasonable actions to remedy the breach. The Consultant shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. 9.3 Compensation After Termination 9.3.1 In the event of termination, the Consultant shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Consultant. 9.3.2 Should this Agreement be terminated, the Consultant shall deliver to the County within seven (7) days, at no additional cost, all Deliverables including any electronic data or files relating to the Project. 9.4 Waiver Revised 12/18 4 DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 9.4.1 The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Consultant with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 9.5 Suspension 9.5.1 County may suspend the work at any time for County's convenience and without penalty to County upon three (3) days' notice to Consultant. Upon any suspension by County, Consultant shall discontinue the work and shall not resume the work until notified to proceed by County. ARTICLE 10 ADDITIONAL PROVISIONS 10.1 Relationship of Parties 10.1.1 Consultant is an independent contractor of the County. Neither Consultant nor any employee of the Consultant shall be deemed an officer, employee or agent of the County. Consultant's personnel shall not be employees of, or have any contractual relationship with, the County. 10.2 Limitation and Assignment 10.2.1 The County and the Consultant each bind themselves, their successors, assigns, and legal representatives to the terms of this Agreement. Neither the County nor the Consultant shall assign or transfer its interest in this Agreement without the written consent of the other. 10.3 Governing Law 10.3.1 This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. Consultant shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing division/contracts.php). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit the definition of breach to discrimination. By executing this Agreement Consultant affirms that Consultant and any subcontractors of Consultant are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. Where applicable, failure to maintain compliance with the requirements of Article 2 of Chapter 64 of the General Statutes constitutes Consultant's breach of this Agreement. By executing this Agreement Consultant affirms Consultant is in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement, Consultant certifies that Consultant has not been identified, and has not utilized the services of any agent or subcontractor, on the Iran divestment list created by the State Treasurer pursuant to G.S. 147- 86.58 and the Israel boycott list created pursuant to G.S. 147-86.81. Revised 12/18 5 DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 10.4 Dispute Resolution 10.4.1 Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina and it is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. The Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. Under no circumstances shall any dispute be addressed through binding arbitration. 10.5 Extent of Agreement 10.5.1 This Agreement, together with the Request for Proposals together with attachments distributed by the County and the Consultant's submitted Proposal, all of which constitute the Contract Documents, represents the entire and integrated agreement between the County and the Consultant and supersedes all prior negotiations, representations or agreements, either written or oral. In the event of a conflict among the terms of the Contract Documents, the priority of documents shall be This Agreement, the County's Request for Proposals, attachments to the County's Request for Proposals, the Consultant's Proposal. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 10.6 Severability 10.6.1 If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. 10.7 Ownership of Deliverables 10.7.1 All Deliverables, together with all supporting materials, source documentation, data collected, field notes, and working drafts, developed in the performance of this Agreement shall become the property of the County and may be used on any other project without additional compensation to the Consultant. The use of the Deliverables by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. 10.8 Non-Appropriation 10.8.1 Consultant acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County's obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Consultant of the unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement,but only as an emergency fiscal measure during a substantial fiscal crisis. Revised 12/18 6 DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 In the event of a change in the County's statutory authority, mandate and/or mandated functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Consultant of such limitation or change in County's legal authority. 10.9 Notices and S4watures 10.9.1 This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. 10.9.2 Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Consultant's Name &Address Attention: Jim Northrup Steve Winter P.O. Box 8181 20400 Observation Drive Suite #107 Hillsborough,NC 27278 Germantown, MD 20876 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. COUNTY: Orange County CONSULTANT: Planet Technologies, Inc DocuSigned by: DocuSignelrdlI by'. �bltiln.�l. Awtt#'S 9 S WIUI�[.1 4/30/2019 06379946755E477.. ��, County Manager Steve Winter, Vice President Printed Name and Title Revised 12/18 7 DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 Exhibit 1 Active Directory Support Hours Prepared for Orange County, NC Jim Miller Deana Beig Planet Technologies, Inc. Infrastructure Manager Account Executive Ph (301) 721-0100 jmiller@go-planet.com dbeig@go-planet.com Fx (301) 721-0189 www.go-planet.com All information contained in this document is Planet Technologies, Inc. Proprietary and is limited to distribution between Planet Technologies, Inc., and Orange County, NC DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 Support Agreement Orange County, NC Table of Contents About Planet Technologies ..............................................................................................3 Microsoft Award Winning Partner......................................................................................................................3 Strong Customer Service - Exceeding Client Expectations.......................................................................3 TechnologyExpertise...............................................................................................................................................4 PlanetAt A Glance....................................................................................................................................................5 Online Consulting Agreement..........................................................................................6 Scopeof Work............................................................................................................................................................6 Pricing - Time and Materials............................................................................................8 PaymentTerms..........................................................................................................................................................8 Travel .............................................................................................................................................................................8 Operational Assumptions .................................................................................................9 Termsand Conditions.....................................................................................................11 1. Professional Services................................................................................................................................... 11 2. Payment and Invoices................................................................................................................................. 11 3. Reporting...................................................................................................................................................... 12 4. Confidentiality............................................................................................................................................. 12 5. Indemnification........................................................................................................................................... 12 6. Independent Contractor.......................................................................................................................... 13 7. Term and Termination............................................................................................................................. 13 8. Miscellaneous.............................................................................................................................................. 13 Proposal I Page 2 of 15 (:w1anet Technologies DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 Support Agreement Orange County, NC About Planet Technologies Microsoft Award Winning Partner As six time Microsoft Federal Partner of the Year and seven time Microsoft State and Local Government Partner of the Year, Planet Technologies has established itself as the premier Microsoft consulting firm for government customers across the United States. In 2018 Planet was selected as the only U.S. based company as a finalist for the Global Security and Compliance Partner of the Microsoft Federal Year award. Since the introduction of the . Partner of the Year Microsoft Office 365 Cloud Partner of the Year award in 2014, Planet Technologies has Microsoft State & Local swept the competition, being awarded the Government Partner of Microsoft State and the Year Local Government Office 365 Cloud Partner of the Year award for all four consecutive Microsoft Windows years. It is a privilege to be recognized for partner of the Year our expertise in helping architect and support organizations to move to the cloud. Customers include the Department of Energy, the City of Chicago, Department of Labor, Health and Human Services, City of Los Angeles, and over 400 other government organizations in providing both Microsoft cloud strategy and transition to Microsoft Office 365 and Azure. As a Planet client, you are working with the best and brightest Microsoft consultants in the industry, and with a company that has a highly unique relationship with Microsoft Corporation and 20 years of experience, you can trust that we know your business. Strong Customer Service — Exceeding Client Expectations In Microsoft's most recent independent customer satisfaction survey that is conducted for Microsoft Partners across the United States, Planet exceeded national averages by over 20% in almost all categories. Proposal I Page 3 of 15 On Janet Technologies DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 Support Agreement Orange County, NC Ability to Meet Client's Needs 92.3%Overall Value Received Satisfaction Ease of Doing Business by Microsoft Customers Overall Performance Competitive Advantage Partner Avg °/° Customer Loyalty ■Planet% 0 10 20 30 40 50 60 70 80 90100 Technology Expertise Planet has experience architecting and deploying Microsoft solutions to customers ranging in size from 100 users to over one million users. We are experts in the areas of design, deployment, development and migrations of: Technology .- Active Directory Exchange Office 365 System Center SharePoint and OneDrive Dynamics 365 Window Server and Desktop Azure Identity Manager NET Development SQL Server Hyper-V Security and Compliance Teams Proposal I Page 4 of 15 On Janet Technologies DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 Support Agreement Orange County, NC Planet At A Glance Planet Technologies Address: 20400 Observation Dr, Ste 107, Germantown, MD 20876 Branch Locations: Denver, CO; Dallas, TX; Redmond, WA; Chicago, IL; Harrisburg, PA; Sacramento, CA Phone/ Fax: (301) 721-0100 / (301) 721-0189 Website: www.go-planet.com Date Established: 1998 Type of Ownership Corporation GSA Schedule: GS-35F-0360J Type: Small Business DUNS: 01-302-0685 Proposal I Page 5 of 15 On Janet Technologies DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 Support Agreement Orange County, NC Online Consulting Agreement This agreement is made as of the April 19, 2019, by Orange County, NC ("Client") and Planet Technologies Inc., a Delaware corporation, with offices located at 20400 Observation Drive, Suite 107, Germantown, Maryland 20876 ("Planet"). Whereas, Client desires Planet to provide it with certain engineering services and Planet Technologies is willing to provide such services on the terms and conditions contained in this Agreement. Scope of Work Planet will provide consulting services to the Client in support of Microsoft Technologies to include but not limited to the following: • Azure • Office 365 • Active Directory • Exchange • System Center • SharePoint • Dynamics CRM • Window Server and Desktop • Identity Manager • NET Development • SQL Server • Hyper-V Planet will provide a resource to troubleshoot and remediate Active Directory issues resulting from recent configurations. Telephone, email, and/or remote access consulting and engineering assistance will be provided and at minimum 15-minute increments per incident. On-site support will be billed by the hour. Hours purchased never expire until utilized Proposal I Page 6 of 15 (:w1anet Technologies DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 Support Agreement Orange County, NC Requests for support will be sent to Primary Planet Points of Contacts, Activities like on-site and conference calls will be scheduled in conjunction with the Planet primary Point of Contact or Project Manager. If for any reason Planet Consultants do not feel confident of necessary procedures as requested by the Client, do not recommend procedure(s), or feel the tasks requested are better addressed Project based and not support based, Planet reserves the right to refuse performance of requested task and will work with the Client towards a mutually acceptable resolution. Proposal I Page 7 of 15 (:w1anet Technologies DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 Support Agreement Orange County, NC Pricing — Time and Materials Description Rate Estimated Estimated Time Cost Senior Engineer $185 60 $ 11,100 Project Manager $125 4 $500 Total Cost to Client $ 11,600 Payment Terms This time and materials contract will be invoiced monthly, NET 30 days. Any alterations in the scope will be reviewed with Planet Technologies and may result in a change order for additional services and associated costs. If applicable, please make purchase orders out to Planet Technologies, Inc. Travel Client agrees to pay Planet for all travel related expenses incurred while providing services. Travel expenses will be defined as, but not limited to, transportation, lodging, and meals. Travel related expenses will be invoiced at Planet's cost as defined on the expense report filed by the Planet representative. Proposal I Page 8 of 15 On lanet Technologies DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 Support Agreement Orange County, NC Operational Assumptions • The Customer must arrange for suitable personnel to be available on-site or through other communication channels to furnish necessary information as requested and in a timely manner. • The Customer must appoint, in writing, a corporate Project Manager or designee with authority to make binding decisions on behalf of the Customer. The Project Manager or designee will be responsible for all communications and approval of changes to the scope of work on behalf of the Customer as well as responsible for coordinating activities with any third party service providers retained by the Customer. • Unless otherwise specified herein, Planet Technologies, Inc. shall perform services during normal business hours Monday through Friday 8am until 5pm unless otherwise specified herein. • Where applicable, Planet Technologies, Inc. agrees to provide services during the Period of Performance, if specified, in this agreement. Additional labor outside of the Period of Performance and occasioned by delays from the Customer or matters outside of the control of Planet Technologies, Inc. may require a Change Order. • The Customer must provide timely responses to requests for information and is responsible for same from third party vendors retained by the Customer. Timely is to be determined in the context of the engagement and Planet will notify Client designee when it deems responses are not timely. • The Customer must provide access to facilities as required in the Proposal but at a minimum a working environment with phone and network connections for each resource dedicated to this project, and a secure area must be provided for the purpose of storing tools, software and hardware as required by the project and as appropriate. • The Customer must acquire all necessary hardware and software as set forth in the Proposal unless specifically designated otherwise. Planet will assist in defining the requirements. • The Customer agrees that Project scope is specifically limited to the scope outlined in this document. • The Customer agrees that changes to the scope of the project outlined in this proposal will require a Change Order, said change order process to be, at a minimum, in writing and executed and agreed to by both parties. • Planet Technologies, Inc. is not responsible for software issues that may arise due to hardware or platform incompatibility. Planet Technologies, Inc. always recommends utilizing components from Tier 1 manufacturers. Proposal I Page 9 of 15 (:w1anet Technologies DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 Support Agreement Orange County, NC • The Customer must delegate all required administrative rights to Planet Technologies, Inc. personnel for the duration of the project. • The Customer acknowledges that this proposal is based on information provided by Customer and any third parties chosen by Customer. Inaccuracy or deviation from the information provided may require a change order. Any additional remediation that arises after initial discovery or project initiation may necessitate a change order. • The Customer will provide remote access to the on-premises infrastructure if requested by Planet Technologies, Inc. • The Customer must have access to its public DNS records and the ability to create and modify all appropriate DNS records. • The Customer acknowledges that Planet Technologies, Inc. is not responsible for the successful backup or restoration of existing file systems. • The Customer acknowledges that Planet Technologies, Inc. and its agents will not be responsible for software issues that arise from limitations or "bugs" of COTS (Commercial Off-The-Shelf) software. • The Customer acknowledges that Planet Technologies, Inc. and its agents will not be responsible for the functionality, integrity, security or performance of any software or hardware provided by the client or a third party. • The Customer agrees that any Customer network changes made will be immediately reported to Planet Technologies, Inc.'s Project Manager or designee. • Periodically Planet may receive compensation from Microsoft based on the customer's consumption of Microsoft Cloud Services. Proposal I Page 10 of 15 (:w1anet Technologies DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 Support Agreement Orange County, NC Terms and Conditions These Professional Services Terms and Conditions, in conjunction with the Operational Assumptions in this SOW, form an SOW Agreement (SOW, Agreement or SOW Agreement) between Planet Technologies, Inc. (Planet or Planet Technologies, Inc.) and the end-user identified on the SOW ("Customer"). Unless otherwise agreed by the parties in writing, these terms apply to the professional services performed by Planet Technologies, Inc. 1 . Professional Services 1.1 The Customer hereby agrees to accept the Services at the agreed location, on the date or dates mutually agreed between the parties as detailed in writing in this SOW pursuant to these terms and conditions. 1.2 The Services shall be provided in accordance with the terms of this SOW, including any time schedule, milestones, and plans set forth herein. 1.3 Unless the Parties agree to different reporting procedures, Planet shall provide Customer with periodic progress reports developed by the Parties describing the status of Planet's performance under this SOW for a specific period and the progress expected to be made in the next succeeding period. 2. Payment and Invoices 2.1 The parties agree that invoices will be submitted by Planet to Customer. Such invoice method may be changed at any time during this Agreement by separate mutual written consent of both Parties without amendment to this Agreement. 2.2 The accepted method of payment by Customer for all invoices shall be by check, ACH, or wire transfer. Such payment method may be changed at any time during this Agreement by separate mutual written consent of both Parties without amendment to this Agreement. 2.3 Planet shall invoice Customer in accordance with the schedule set forth in this SOW, or if no schedule is set forth therein, on a monthly basis within thirty (30) days after the end of the month. 2.4 Customer shall pay Contractor all amounts on an invoice that are not the subject of a bona fide dispute within thirty (30) days after receipt of an invoice that complies in all material respects with the agreed-upon requirements as to form and levels of detail. Proposal I Page 11 of 15 On lanet Technologies DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 Support Agreement Orange County, NC 2.5 Planet may invoice Customer for reasonable out-of-pocket expenses necessarily and actually incurred in the performance of the Services provided that Planet has previously provided a reasonable estimate of the out-of-pocket expenses and Customer has approved Planet's estimate of expenses. 3. Reporting Planet shall provide Customer with monthly and quarterly invoicing reports summarizing all invoice activity for the period in question unless agreed otherwise by the parties. 4. Confidentiality Customer and Planet Technologies Inc. recognize that each may, from time to time, in connection with the performance of this Agreement, disclose confidential information to the other party. "Confidential Information" means any and all information provided under this Agreement by one party (the "Discloser') to the other party (the "Recipient") that, by its nature, Recipient could reasonably assume is confidential or proprietary information. Confidential Information shall include, but is not limited to, trade secrets, computer programs, software, documentation, formulas, data, inventions, techniques, marketing plans, strategies, forecasts, customer information, employee information, financial information, and confidential or proprietary information concerning Planet Technologies, Inc. or Customer organization. Recipient agrees to not disclose, distribute, reproduce, or use Discloser's Confidential Information other than in the course of its duties under this Agreement. Recipient agrees to protect Discloser's Confidential Information by use of at least the same degree of care (but no less than a reasonable degree of care) it uses to protect its own confidential information of similar character. Recipient may disclose Discloser's Confidential Information only to those individuals or parties who have a "need to know", provided that such individuals or parties are under binding obligations of confidentiality substantially similar to those set forth in this Agreement. The provisions contained under this Section shall survive any termination or expiration of this Agreement or any Statement of Work. 5. Indemnification The Parties agree to indemnify, defend, and hold each other and their successors, officers, directors, affiliates and employees harmless from any and all actions, causes of action, claims, demands, costs, liabilities, expenses and damages (including attorneys' fees) arising out of, or in connection with any claim that, if true, would constitute a breach of their respective obligations under this Agreement. Proposal I Page 12 of 15 (:w1anet Technologies DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 Support Agreement Orange County, NC 6. Independent Contractor 6.1 Planet is an independent contractor and nothing in this Agreement will be construed as creating an employer-employee relationship, a partnership or a joint venture between the parties. 6.2 At all times while Planet is performing Work under this Agreement, Planet will maintain its own liability, errors and omissions, workers compensation and other insurance, at a level and with coverages at least equal to industry norm and, upon request, will provide Customer with certificates of insurance evidencing such insurance coverages. 7. Term and Termination 7.1 This Agreement shall commence on its Effective Date and shall remain in effect for the Period of Performance set forth herein unless earlier terminated in accordance with this Article 7 or extended by mutual written agreement of the parties. 7.2 Either party may immediately terminate this Agreement if (i) the other party fails to perform its material obligations under this Agreement and such failure is not corrected within fifteen (15) business days after receipt of written notice, specifying in detail the nature of the breach, from the non-breaching party, or (ii) either party is appointed a trustee for the benefit of creditors, becomes insolvent, bankrupt or initiates a voluntary dissolution. Either party may terminate this Agreement upon thirty (30) days advance written notice. 7.3 If the Agreement is terminated under this Article 7 (Term and Termination) both parties will use commercially reasonable efforts to mitigate fees and expenses and Planet shall promptly deliver copies of all complete and incomplete deliverables subject to the customer. Planet shall be paid (a) at the applicable rate(s) for Services provided on a T&M basis through the date of termination and (b) on a percent of completion basis for Services provided on a fixed price basis. Termination of this Agreement shall not limit either party from pursuing any other remedies available to it, including injunctive relief, nor shall termination relieve Customer of its obligation to pay all charges that accrued prior to such termination. 8. Miscellaneous 8.1 Applicable Law/Attorney Fees. This agreement will be governed by the laws of the State of Maryland. If either party employs attorneys to enforce any rights arising out of or relating to this Agreement, the prevailing party will be entitled to recover its reasonable attorneys' fees, costs and other expenses. Proposal I Page 13 of 15 On lanet Technologies DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 Support Agreement Orange County, NC 8.2 Entire Agreement. This Agreement and any SOWS constitute the entire agreement between Planet and Customer, and merge all prior and contemporaneous communications with respect to the subject matter hereof. This Agreement will not be modified except by later written agreement signed by both parties. 8.3 Severability/Waiver. If any Provision of this Agreement will be held by a court of competent jurisdiction to be illegal, invalid or unenforceable, the remaining provisions will remain in full force and effect. No waiver of any breach of any provision of this Agreement will constitute a waiver of any other breach of the same or any other provision hereof, and no waiver will be effective unless made in writing and signed by an authorized representative of the waiving party. 8.4 Critical Technical Issues. Subsequent to production launch, Planet will provide to Customer, at no additional charge, the services necessary to correct verifiable P1 bugs for a period of sixty (60) days. P1 bugs are defined as Critical Technical Issues consisting of a total loss of core functionality in the licensed software or inoperability of the Software in production (i.e. a down system) that severely affect the Customer's business operations. All reported bugs must be verified and reproducible in the CLIENT product testing lab prior to referral to provider. The warranty period shall begin when the product is generally available to customers. 8.5 Force Majeure Neither party shall be in default or otherwise liable for any delay in or failure of its performance under this Agreement where such delay or failure arises by reason of any Act of God, or any government or any governmental body, acts of the common enemy, the elements, strikes or labor disputes, or other similar or dissimilar cause beyond the control of such party. IN WITNESS WHEREOF, the parties have agreed to the terms and conditions of this Agreement as of the Effective Date indicated below. Orange County, NC Planet Technologies Signature Date Signature Date Print Name Planet Technologies 20400 Observation Dr, Ste 107 Germantown, MD 20876 Company Name Proposal I Page 14 of 15 (:w1anet Technologies DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 Support Agreement Orange County, NC Street Address City, State, Zip Code Proposal I Page 15 of 15 On lanet Technologies DocuSign Envelope ID:C6E15713-B3F4-473E-AACD-3CA1AD487309 _bit 2 PLANTEC-01 VSIMMONS '4�aRo CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 1/23/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER.THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S),AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy,certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT NAME: US Underwriters PHONE 6720-B Rockledge Dr. (A/C,No,EXt):(202)468-8324 FAX No):(301)581-4111 Suite 400 ADDRESS:info@govtechinsurance.com Bethesda,MD 20817 INSURERS AFFORDING COVERAGE NAIC# INSURER A:Sentinel Insurance Company 11000 INSURED INSURER B:Hartford Insurance Group 00914 Planet Technologies,Inc. INSURERC:GovTech RRG 13973 20400 Observation Dr.#107 INSURER D:Hiscox Insurance Company 10200 Germantown,MD 20876 INSURER E INSURER F: COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 1 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR IN SD WVD A X COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $ 1,000,000 CLAIMS-MADE OCCUR 42SBABB1112 1/1/2019 1/1/2020 DAMAGE TO RENTED 1,000,000 PREMISES Ea occurrence $ MED EXP(Any oneperson) $ 10,000 PERSONAL&ADV INJURY $ 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $ 2,000,000 X POLICY PECOT- LOC PRODUCTS-COMP/OP AGG $ 2,000,000 OTHER: A AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT 1,000,000 Ea accident $ ANY AUTO 42SBABB1112 1/1/2019 1/1/2020 BODILY INJURY Perperson) $ OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY Per accident $ X HIRED X NON-OWNED PerOac R DAMAGE $ AUTOS ONLY AUTOS ONLY A X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $ 10,000,000 EXCESS LIAB CLAIMS-MADE 42SBABB1112 1/1/2019 1/1/2020 AGGREGATE $ 10,000,000 DED X RETENTION$ 10,000 B WORKERS COMPENSATION X PER OTH- AND EMPLOYERS'LIABILITY STATUTE ER YIN 42WECEM0151 1/1I2019 1l1/2020 1,000,000 ANY PROPRIETOR PXCLUDE/EXECUTIVE N/A E.L.EACH ACCIDENT $ (Mandatory in NH)EXCLUDED? 1,000,000 E.L.DISEASE-EA EMPLOYEE $ If yes,describe under 1,000,000 DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT C Professional Liab PLO18-1005 1/1/2019 1/1/2020 Per Event 2,000,000 D Cyber Liability MPL1766708.19 1/1/2019 1/1/2020 Per Claim&Aggregate 2,000,000 DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES (ACORD 101,Additional Remarks Schedule,may be attached if more space is required) Coverage is provided per policy language and forms as of the effective dates represented.This certificate does not supersede the policy terms and conditions. Crime-Policy 42TP029127.18 Limit:$1,000,000 Hartford Insurance 1/1/2019-1/1/2020 CERTIFICATE HOLDER CANCELLATION SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE Evidence of Insurance Purposes Only THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN p y ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ULD'3 I - ACORD 25(2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD