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HomeMy WebLinkAbout2019-299-E IT - ePlus technology ransomware recovery servicesRevised 12/18 1 [Departmental Use Only] TITLE ePlus Technology, Inc On-site or remote engineering design and support FY 2019 NORTH CAROLINA CONSULTING SERVICES AGREEMENT UNDER $90,000 ORANGE COUNTY This Agreement, made and entered into this 9th day of May, 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 ePlus Technology, 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) verify the general health of NetApp system after ransomware virus as well as upgrade to a recent release of ONTAP software. 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 DocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B Revised 12/18 2 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. DocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B Revised 12/18 3 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 09May2019. 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 Ten Thousand and no cents Dollars ($10,000.00). 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.orangecountync.gov/departments/purchasing_division/contracts.php). If Owner’s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here N/A (if no additional insurance required mark N/A as 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. DocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B Revised 12/18 4 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 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 DocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B Revised 12/18 5 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. 10.4 Dispute Resolution DocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B Revised 12/18 6 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. In the event of a change in the County’s statutory authority, mandate and/or mandated functions, DocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B Revised 12/18 7 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 Signatures 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 11A 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 Mencarini P.O. Box 8181 13595 Dulles Technology Drive Hillsborough, NC 27278 Herndon, VA 20171 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: ePlus Technology, Inc __________________________ ____________________________ County Manager Steve Mencarini, SVP Business Operations Printed Name and Title DocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B  ePlus Technology, inc. www.eplus.com 511 Davis Drive, Suite 350, Morrisville, NC 27560 Orange County North Carolina BSA SOW# Orange County North Carolina-BSA-NC-FL-77314 4/2/2019 Jim Northrop 131 West Margaret Lane, Hillsborough, NC 27278 919-245-2276 jnorthrup@co.orange.nc.us džŚŝďŝƚϭDocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B 4/2/2019 Orange County North Carolina-BSA-NC-FL-77314 PAGE 2 STATEMENT OF WORK Orange County North Carolina This Bulk Services Agreement (“BSA”) is made this 2nd day of April, 2019 (“Effective Date”), by and between Orange County North Carolina, with its principal office located at 131 West Margaret Lane, Hillsborough, NC 27278 (hereinafter referred to as “Customer”) and ePlus Technology, inc., a corporation organized under the laws of the Commonwealth of Virginia, with its principal place of business at 13595 Dulles Technology Drive, Herndon, VA 20171 (hereinafter referred to as “Supplier” or “ePlus”). ePlus and Customer may also be referred individually as “Party” or collectively as “Parties.” This BSA shall be governed by the terms and conditions contained in the Customer Master Agreement dated April 4, 2011 between ePlus and Customer (“Agreement”) which is incorporated herein by reference. 1.0 OVERVIEW ePlus will provide to Customer information technology consulting services and resources on a time and material basis when needed for on-site or remote engineering design and support (“Services”). The ePlus engineering hourly rates that apply to this BSA follow below: PRE-SCHEDULED WORK JOB ROLE NBH AFTER HOURS Technician $75.00 $95.00 Senior Technician $95.00 $120.00 Engineer $120.00 $150.00 Senior Engineer $150.00 $190.00 Consultant $180.00 $225.00 Senior Consultant $215.00 $270.00 Solutions Architect $235.00 $295.00 Senior Solutions Architect $250.00 $310.00 Lead Technical Architect $265.00 $330.00 Principle Architect $285.00 $355.00 Principle Security Strategist $290.00 $360.00 Project Coordinator $110.00 $140.00 Project Manager $185.00 $230.00 Senior Project Manager $215.00 $270.00 DocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B 4/2/2019 Orange County North Carolina-BSA-NC-FL-77314 PAGE 3 STATEMENT OF WORK Orange County North Carolina Notes: x Pre-Scheduled Work is when Customer notifies ePlus at least three (3) business days in advance of date/time work is required. x ePlus makes no guarantee that resources will be available to respond to emergency requests. Unscheduled requests will be handled using commercially reasonable efforts only. x Normal Business Hours (NBH) are defined as Monday through Friday 8am-5pm, except for ePlus holidays. x Services delivered during Non-Business Hours, weekend hours, and hours in excess of forty (40) hours per week or eight (8) hours per day will be billed at the overtime rate. x A minimum of four (4) hours shall be charged for any work done onsite. x A minimum of one (1) hour shall be charged for any work done remotely. x All work shall be billed in 30-minute increments after any minimums have been applied. x Travel over fifty (50) miles from 511 Davis Drive, Suite 350, Morrisville, NC 27560 could be subject to an additional charge. When travel exceeds a fifty (50) mile radius from assigned work location all travel time will be billed to Customer. x All materials used shall be billed separately. x Senior ePlus staff providing Services in emerging or specialty technologies will bill at the Architect level or higher. x Emerging or specialty technologies include, but are not limited to: o Unified Communications and Collaboration: VOIP, mobility, presence, video, TelePresence o Contact Center o Virtualization o Advanced data center: Data Center Ethernet/Data Center Bridging, Unified Fabric/FCoE, Unified Computing System, load balancing, multi-context/multi-tenancy, HPC o Advanced storage: virtualization, de-duplication, replication o Advanced systems: LDAP/Active Directory design, Exchange design, high availability design, database servers o Advanced routing/switching: network virtualization and VRFs, service provider, MPLS, WAN optimization, DMVPN, virtual port channel, virtual switching system, IPv6, routing design, asymmetric routing, route health injection, optical (DWDM, ONS, etc.) o Advanced security solutions: NAC, IPS, SIEM, vulnerability/penetration testing, TrustSec, PKI, 802.1x, DOS o Advanced wireless: voice over wireless LAN, location services, intrusion, site surveys, wireless mesh, bridges, long-haul wireless o Physical security and IP surveillance o Content networking: digital signage, content caching/distribution x All requested Services should be pre-scheduled through ePlus’ Service Coordinators by calling emailing KEnglish@EPLUS.com. x Services rendered will be deducted from the posted purchase order. Any purchase order issued under this BSA shall expire within one (1) year of issuance. Regular statements of the balance of the agreement will be provided. When the balance has been depleted, further Services are conditioned on Customer’s issuance of a new purchase order under this BSA. A new agreement or change request is not required unless ePlus’ pricing has changed. DocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B 4/2/2019 Orange County North Carolina-BSA-NC-FL-77314 PAGE 4 STATEMENT OF WORK Orange County North Carolina 2.0 PERIOD OF SUPPLIER PERFORMANCE COMMENCEMENT AND COMPLETION DATES: March 29, 2019 to March 29, 2020 Commencement and Completion dates represent a proposed one (1) year term; actual term will be from the date of the purchase order until the expiration of the last purchase order issued hereunder. Either Party may terminate the BSA for any reason on thirty (30) days prior written notice to the other Party. Upon any such termination, ePlus will be paid all fees and expenses which have been incurred or earned in connection with the performance of the Services through the effective date of such termination. Additionally, in the event Customer cancels any Services with less than two (2) weeks prior notice, Customer shall reimburse ePlus for any non- refundable expenses incurred in preparation for such cancelled Services. 3.0 POINTS OF CONTACT Unless otherwise specified in writing, the primary contacts for Supplier and the Customer shall be: EPLUS CONTACT CUSTOMER CONTACT NAME ePlus On Demand Services Call Center Jim Northrop PHONE SupportServices- OnDemand@eplus.com 866-758-7662 (Option 3) 919-245-2276 4.0 FEES AND PAYMENT 4.1 THE PRICING IN THIS SOW IS VALID FOR SIXTY (60) DAYS FROM DELIVERY TO THE CUSTOMER. 4.2 CUSTOMER SHALL PAY, IN ACCORDANCE WITH THE RELEVANT TERMS AND CONDITIONS OF THE AGREEMENT, A FEE FOR SUPPLIER’S PERFORMANCE OF SERVICES FOR THE PROJECT. 4.3 CUSTOMER SHALL PROVIDE EPLUS A PURCHASE ORDER FOR $10,000.00 TO BE RETAINED AND APPLIED AS SERVICES ARE RENDERED BY EPLUS. CUSTOMER WILL BE NOTIFIED IF PURCHASE ORDER BALANCE IS RUNNING LOW AND NEEDS TO BE REPLENISHED WITH A NEW PURCHASE ORDER. 4.4 EXCEPT PURSUANT TO A CUSTOMER REQUEST UNDER SECTION 4.4, CUSTOMER WILL ONLY BE BILLED FOR SERVICES RENDERED, WITH PRIOR CUSTOMER APPROVAL. UNDER NO CIRCUMSTANCES SHALL ANY PURCHASE ORDER FURNISHED BY CUSTOMER BE CONSTRUED AS A MINIMUM PURCHASE COMMITMENT ON THE PART OF CUSTOMER. 4.5 AT CUSTOMER’S WRITTEN REQUEST (WHICH MAY BE BY EMAIL) AT ANY TIME, EPLUS MAY INVOICE CUSTOMER FOR THE OUTSTANDING BALANCE OF ANY PURCHASE ORDER ISSUED AGAINST THIS AGREEMENT, AND CUSTOMER AGREES TO PAY SUCH INVOICE WHETHER OR NOT SERVICES HAVE BEEN RENDERED YET. IN THE EVENT OF SUCH PREPAYMENT, EPLUS WILL PERFORM THE SERVICES UPON CUSTOMER’S REQUEST ON OR BEFORE THE EXPIRATION DATE OF THIS AGREEMENT. 4.6 PAYMENTS ARE DUE TO EPLUS WITHIN THIRTY (30) DAYS AFTER CUSTOMER’S RECEIPT OF AN INVOICE AGAINST THIS AGREEMENT. DocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B 4/2/2019 Orange County North Carolina-BSA-NC-FL-77314 PAGE 5 STATEMENT OF WORK Orange County North Carolina 5.0 ACCEPTANCE OF SERVICES Upon ePlus’ completion of a task or Service performed, ePlus shall notify Customer by providing a time sheet for signature or a Milestone/Service Completion Certificate (“MCC”). Customer has five (5) working days from the completion of the Services or task, as applicable, to accept the work performed as being complete. Signing of the time sheet or MCC, or Customer’s failure to respond to the time sheet or MCC within the designated five (5) working day period, signifies Customer’s acceptance of the task and that Services have been performed in accordance with this BSA. In order to refuse acceptance of the Services, Customer must provide ePlus with full details that show that Services do not conform to the BSA. ePlus shall address such non-conformance in a timely manner and shall compile an action plan to correct any deficiencies. Acceptance may not be withheld due to defects in Services that do not represent a material non-conformance with the requirements of the BSA. 6.0 DISCLAIMER 6.1 EPLUS WILL NOT BE LIABLE FOR ANY FAILURE TO PERFORM THE SERVICES, TO THE EXTENT THAT THE FAILURE IS CAUSED BY CUSTOMER’S LACK OF COOPERATION. 6.2 EPLUS WILL NOT BE HELD RESPONSIBLE FOR DATA LOSS. BACKUPS SHOULD BE PERFORMED PRIOR TO WORK STARTING. ALL DATA IS THE RESPONSIBILITY OF THE CUSTOMER. 6.3 EPLUS WILL NOT BE HELD LIABLE FOR SOFTWARE LICENSE COMPLIANCE. SOFTWARE LICENSE COMPLIANCE IS BETWEEN THE CUSTOMER AND THE SOFTWARE COMPANY. 6.4 EPLUS WILL NOT BE HELD FOR ADDITIONAL WORK NOT LISTED IN THIS BSA. AN ADDENDUM MUST BE WRITTEN AND APPROVED BY BOTH EPLUS AND THE CUSTOMER BEFORE ADDITIONAL WORK CAN BE STARTED. 6.5 EPLUS WILL NOT BE HELD RESPONSIBLE FOR DELAYS OR FAILURES TO PERFORM HEREUNDER DUE TO CAUSES BEYOND ITS REASONABLE CONTROL (INCLUDING, WITHOUT LIMITATION, ACTS OF GOD, FIRE, FLOOD, WAR, EXPLOSION, SABOTAGE, TERRORISM, EMBARGO, CIVIL COMMOTION, ACTS OR OMISSIONS OF ANY GOVERNMENT ENTITY, SUPPLIER DELAYS, COMMUNICATIONS OR POWER FAILURE, EQUIPMENT OR SOFTWARE MALFUNCTION, OR LABOR DISPUTES). 6.6 EPLUS WILL NOT BE HELD RESPONSIBLE FOR DELAYS OR FAILURES TO PERFORM RELATED TO THE CUSTOM CONFIGURED OR SPECIALIZED HARDWARE OR SOFTWARE NEEDING MODIFICATION BY THE MANUFACTURER. 6.7 EPLUS WILL NOT BE HELD RESPONSIBLE FOR DELAYS OR FAILURES TO PERFORM RELATED TO THE DATA CONVERSION BEING PERFORMED BY THE CUSTOM CONFIGURED OR SPECIALIZED SOFTWARE MANUFACTURER. 6.8 CUSTOMER REPRESENTS AND WARRANTS THAT IT HAS ALL RIGHT, TITLE AND INTEREST IN AND TO ANY DATA FURNISHED IN CONNECTION WITH THE SERVICES AND/OR THAT IT HAS OBTAINED ALL NECESSARY CONSENTS, PERMISSIONS AND RELEASES NECESSARY FOR EPLUS TO PERFORM ITS OBLIGATIONS UNDER THIS SOW. DocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B 4/2/2019 Orange County North Carolina-BSA-NC-FL-77314 PAGE 6 STATEMENT OF WORK Orange County North Carolina 7.0 BSA ACCEPTANCE Each Party hereby acknowledges and confirms that it has read this BSA and accepts and approves the scope of work and terms and conditions. Each Party understands that should additional work be required that by its nature could not have been known or determined at the time this BSA was executed, a mutually agreeable written change order describing the additional work and any related expenses will be required. This BSA must be signed and returned before work can begin. Please sign and return to ePlus at SEservicesmanagement@EPLUS.com. IN WITNESS WHEREOF, the Parties hereto have caused this Agreement to be executed by their duly authorized representatives as of the Effective Date. ePlus Technology, inc. Orange County North Carolina AUTHORIZED SIGNATURE AUTHORIZED SIGNATURE PRINTED NAME PRINTED NAME TITLE TITLE DATE DATE PO# DocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES 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). 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. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD 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. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY B 1,000,000 CPO0181237 Manashi Mukherjee CLE-006181824-06 1,000,000 1,000,000 X 26247 1,000,000 SIR of Marsh USA Inc. N X07/31/2018 3 07/31/2019 07/31/2018 07/31/2019 CPO0181237 Professional Liability B 2,000,000 1,000,000 19445 American Guarantee & Liability Ins Co 1,000,000 X C 07/30/2018 250,000 07/31/2018 10,000,000 X Herndon, VA 20171 ePlus Technology, Inc. A National Union Fire Ins. Co. of Pittsburgh, PA CN102561610-STAN-7/31-18-19 Limit 10,000 07/31/2019 1,000,000 AUC0181236 2,000,000 16535 1,000,000 1,000,000 07/31/2019 WC0181241 1050 CONNECTICUT AVENUE, SUITE 700 MARSH USA INC. X WASHINGTON, DC 20036-5386 X ePlus Technology, Inc. ePlus, Inc. Herndon, VA 20171 13595 Dulles Technology Drive X 01-701-74-66 07/31/2018 13595 Dulles Technology Drive 07/31/2018 A 07/31/2019 Zurich American Insurance Company DocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: ePlus Iceland, Inc. ePlus Government Services, Inc Pacific Blue Micro, Inc. (dba PBM IT Solutions) ePlus Technology of PA, Inc. 22 ePlus Capital, Inc. ePlus Government, inc. Washington ePlus Group, Inc. ePlus, Inc. ePlus Technology Services, Inc. ePlus Technology, Inc. Named Insured Schedule: Certificate of Liability Insurance IGX Global UK Limited CN102561610 ePlus Canada Company ePlus Jamaica, Inc. Asset Finance Group, Inc. ePlus Technology NE, Inc. Alliance Corp Technologies, Inc. ePlus Technology of NC, Inc. IGXGLOBAL UK Limited MARSH USA INC. ePlus Technology, Inc. ePlus, Inc. Herndon, VA 20171 13595 Dulles Technology Drive ePlus Software LLC 25 ePlus Cloud Services, Inc. DocuSign Envelope ID: 7A2DAB3D-E282-414C-964B-4E2667348C8B