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2019-690-E IT NWN server patching
Revised 12/18 1 [Departmental Use Only] TITLE Server Patching FY 2020 NORTH CAROLINA SERVICES AGREEMENT UNDER $90,000.00 NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 30th day of September, 2019, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and NWN, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Server Patch Management. ii) By executing this Agreement, the Provider represents and agrees that Provider 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. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Revised 12/18 2 quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider 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. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider 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 Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider 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. vi) In determining the basic services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. Should a request for proposals and a proposal be referenced the terms of the request for proposals shall have priority over the terms of any proposal. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): NWN provides this service to augment our customers IT organization by providing consistent, measureable patching for servers and desktops (workstations/laptops) providing additional security to the environment being patched. 4. Duration of Services a. Term. The term of this Agreement shall be from October 1, 2019 to September 30, 2020. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Revised 12/18 3 ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be October 1, 2019. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services under this Agreement. The maximum amount payable for Basic Services shall not exceed thirteen-thousand- six-hundred-eighty-one Dollars ($13,681.00) (See Attachment A). Payment for Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. 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/or 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. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’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 County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (See Attachment B) (if no additional insurance DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Revised 12/18 4 required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. The Provider agrees, without limitation, to defend, 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 Provider 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 Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. 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 Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider 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 Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider 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 Provider. ii) Should this Agreement be terminated, the Provider 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. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider 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. DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Revised 12/18 5 e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. 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. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider 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 non-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 the Orange County Non-Discrimination Policy 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 and does not limit the definition of breach to discrimination. d. Dispute Resolution. 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. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Revised 12/18 6 f. Severability. 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. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things 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. h. Non-Appropriation. Provider 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 Provider 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, 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 Provider of such limitation or change in County’s legal authority. i. Signatures. 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. j. Notices. 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 Provider’s Name Attention:Jim Northrup William McCarthy P.O. Box 8181 271 Waverley Oaks Road Hillsborough, NC 27278 Waltham, MA 02452 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Revised 12/18 7 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. ORANGE COUNTY: PROVIDER: By: _________________________________ County Manager By: __________________________________ William McCarthy Senior Vice President of NCare Printed Name and Title DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Exchange 2016 Upgrade Proposal and Statement of Work (SOW) Prepared for: Orange County Government Prepared by: Ben Smith – Account Executive Adam Fisher – Solution Architect Morrisville, NC Jan 9, 2019 $WWDFKPHQW$ DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 2 of 19 Table of Contents NWN CORPORATION SUMMARY .................................................................................................................. 3 WHY CHOOSE NWN ..................................................................................................................................................... 4 STATEMENT OF WORK (SOW) ....................................................................................................................... 6 SCOPE INTRODUCTION ................................................................................................................................................... 6 PROJECT MANAGEMENT METHODOLOGY ......................................................................................................................... 6 1 - INITIATE PHASE ........................................................................................................................................................ 6 2 – DESIGN & PLANNING PHASE ..................................................................................................................................... 7 3 – PREPARE PHASE ...................................................................................................................................................... 8 4 - EXECUTE PHASE ....................................................................................................................................................... 8 5 - TRANSITION PHASE ................................................................................................................................................... 9 OUT OF SCOPE ............................................................................................................................................................. 9 ASSUMPTIONS AND REQUIREMENTS .......................................................................................................... 10 GENERAL ASSUMPTIONS .............................................................................................................................................. 10 DATA CENTER ASSUMPTIONS ........................................................................................................................................ 11 PROJECT SERVICES FINANCIALS .................................................................................................................. 13 BILLING TERMS ........................................................................................................................................................... 13 ATTACHMENT 1. PROJECT DELIVERY METHODOLOGY ................................................................................. 14 ATTACHMENT 2. PROJECT CHANGE REQUEST (PCR) .................................................................................... 16 ATTACHMENT 3. MILESTONE/ACCEPTANCE (MA) FORM ............................................................................. 17 ATTACHMENT 4. CUSTOMER SATISFACTION SURVEY .................................................................................. 1 8 ATTACHMENT 5. NWN PUBLICITY RELEASE FORM ....................................................................................... 19 Statement of Confidentiality The contents of this document have been developed by NWN Corporation (NWN). NWN considers the contents of this document to be proprietary and business confidential information. This information is to be used only in the performance of its intended use. This document may not be released to another vendor, business partner or contractor without prior written consent from NWN. Additionally, no portion of this document may be communicated, reproduced, copied or distributed without the prior consent of both the Customer and NWN. DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 3 of 19 NWN Corporation Summary NWN is a U.S. based IT Solutions Company that provides sophisticated IT products and consulting solutions to Customers across the country. NWN serves a broad range of industries, including healthcare, manufacturing, media, entertainment, financial services, professional services, education, state and local government. NWN offers a full range of professional services including consulting, design and project management, application development, as well as hardware and software for storage, data center and network operations, and desktop computing. NWN also offers a full menu of customizable managed services with remote 24/7 command center support. NWN develops and maintains the deep knowledge and experience required to provide effective IT solutions for the industry’s most common computing environments. NWN is one of only a handful of IT service companies to hold elite/ national partner status with leading IT vendors that include Cisco, Hewlett Packard (HP), Microsoft, VMware, EMC, NetApp and distribution channel partners such as Synnex, Ingram Micro and Arrow. Each of these industry leaders has chosen NWN as one of a small number of “go-to” partners. NWN holds the highest corporate certifications with Cisco, HP and Microsoft, as well as premier relationships with Intel, Intel Security, VMware, EMC and other best-of-breed partners. Our technical staff of engineers, project managers, consultants and technicians has achieved the top level of vendor certifications necessary for NWN to maintain its elite status with its principal vendor group. Proposal Summary Project overview: Upgrade on-prem Exchange 2010 to Exchange 2016 Investment: Professional Services = $24,600 DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 4 of 19 NWN Solution Practices NWN’s goal is to deliver a full suite of the most desirable enterprise-class solutions to Customers ranging from Fortune 500 industry leaders to midmarket customers nationally. NWN’s suites of solutions are organized into six focused technologies, four service models, and three delivery models: NWN Technologies: Data Center and Networking Collaboration End-User Computing and Mobility Applications and Data Services Security NWN Service Models: NCare - Managed IT Support, 24 hours a day, 365 days a year NForce – Simplified IT Staffing services NCloud – Cloud Communications and Infrastructure Services NPro – Professional Services NWN Delivery Models: Cloud (Hosted) IT Services On-Premise Solutions Hybrid Solutions Why Choose NWN NWN recognizes each one of its customers is unique. Each organization has its own objectives, drivers, culture and approach. NWN strives to understand each environment so we can provide proven solutions with our customer’s vision in mind. With our experienced solution engineers and proven vendor partnerships, we help our customers achieve their business goals. When you are looking for a partner you can count on, you need someone who is experienced, certified in the solutions you need, and who approaches your business challenge as if it were their own. NWN partners with customers in a collaborative way, knowing integrity, promises met and a long term approach are vital to solving business problems. NWN offers information technology solutions designed to solve your business problems. We couple our expert engineering team with the best technologies in the industry to bring you proven solutions designed just for you. x Customer Focus and Accountability: Our team takes on customers' business problems as if they were our own. That means we are accountable for solutions that are sensible, practical, and effective. They are the solutions we would choose for ourselves, and they work. x Responsive, Local Service, and Global Reach: NWN’s “down the street” availability means we can drop by when you call. At the same time, we are large enough to resolve a broad range of enterprise issues and agile enough to handle these quickly. Our “follow the sun” approach lets us deliver more results to clients in less time without sacrificing quality or budget. DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 5 of 19 x Team Value and Integrity: Our projects are managed and staffed with seasoned business and technology experts. We are recognized for the quality, commitment and capabilities of our teams. Our employees collaborate so closely with our customers and partners that we become one operating team. x Excellence: NWN relentlessly pursues excellence in the technologies that matter to our customers. You trust us to be the experts, and we take that responsibility to heart. There is no substitute for real-world experience. x Commitment: NWN won’t stop until the job is done—the whole job. The results we produce for our customers make us proud of who we are and what we do. Professional Services Engineers (NPro) IT Projects are becoming much more complex and multifaceted as organizations continue to modernize and optimize their operating environments. With the proliferation of cloud and hybrid cloud technologies, IT projects are harder to keep on target than ever. Rigorous project management is essential to ensure consistent communication, quality control, and project agility to accommodate environment changes and dynamic needs. x Experienced Project and Implementation Services: With over 2,000 projects per year, our technology professionals have program and project management expertise, business process analysis, organizational change management, facilitation, and strategic consulting skills. The company has more than 150 engineers, project managers, consultants and technicians, whom have achieved over 750 certifications in the industry leading technologies necessary for NWN to maintain its elite status with its principal vendor group. x Best-Practice Implementation Methodology: NWN Project Managers, many with ITIL v3 and/or PMP certifications, monitor and manage each engagement to ensure consistent delivery and satisfaction with our services. Modeled after industry best practices published by the Project Management Institute (PMI), NWN breaks down each engagement into measurable tasks and milestones to ensure expectations are being met, appropriate resources are being dedicated, and our implementation model is working as desired. Cloud Migration Hybrid Cloud Integration Virtualization Initiatives Infrastructure Installation Infrastructure Moves Security Enhancements Networking Optimization Collaboration Projects Our Office Locations With 13 offices across the U.S., NWN is able to provide customers with the responsiveness and agility of a local consultant, backed by the strength and resources of a global IT solution integrator. NWN has offices in: Charlotte, NC Cleveland, OH Farmington, CT Fresno, CA Gold River, CA Greensboro, NC Greenville, SC Houston, TX Mt. Laurel, NJ Pittsburgh, PA Raleigh, NC Sacramento, CA Waltham, MA DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 6 of 19 Statement of Work (SOW) Scope Introduction This project consists of the planning and execution of an upgrade of Orange County’s existing Exchange 2010 environment to latest Microsoft Exchange 2016 release. This includes two load balanced CAS servers and one database server. Customer Opportunity The following points are captured as the customer’s measures as indicators of a successful project: Upgrade and migration of mail from the existing Exchange 2010 environment to a new Exchange 2016 environment running as VM’s on Nutanix hardware. Project Management Methodology An NWN Project Manager will be assigned to this project, utilizing the NWN Project Methodology (see Appendix B), to ensure the successful delivery of this initiative as defined in this scope. The following outlines the roles and responsibilities of the NWN Project Manager: Act as a single point-of-contact between NWN and Customer Ensure thorough project communication with project stakeholders and team members Develop & maintain detailed project plan, task plan, schedule & communications plan Prepare, distribute & communicate regular status, action item & related project reports Manage project scope and respond to change requests Define and manage the escalation process Conduct project kickoff, status, milestone and review/closure meetings Review all Project Documentation and Deliverables Oversee knowledge transfer 1 - Initiate Phase The initiate phase of the project is critical to establishing a firm foundation for the launch and delivery of the project. Activities in this phase of the project include: Internal kickoff meeting – this meeting involves the NWN Sales Team and the NWN Implementation Team. At this meeting, the entire NWN team is made aware of the Customer’s expectations that were set during the Sales process to ensure all communication is translated to the Implementation Team for the remote work effort. External kickoff meeting – this meeting involves the NWN Team and the Customer’s Team and usually takes place at the Customer’s site. During this meeting, all aspects of the project will be reviewed and established. This includes, but is not limited to: logistics management, roles and responsibilities of all project team members, draft schedule, task plan and work breakdown structure (WBS), communications plan and design and implementation approaches. DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 7 of 19 Scheduling for Design Meeting – Initial timeline will be set for overall project. NWN and Customer will work together to identify resources for project and coordinate schedules to complete the Design Phase. Create project plan package – the NWN Project Manager will work with the overall team to create a project plan package, schedule, communications plan, project documents and protocols. Deliverables: Kick off meetings and follow up communications Project plan package Project work schedule and related meetings (design, discovery, status) 2 – Design & Planning Phase Activities in this phase of the project include: Review project scope/goals and timelines Review Microsoft software requirements and resource requirements for upgrade project o Disk space (new virtual machines and Exchange Mailbox DBs) o CPU, Memory Review Microsoft Windows and Exchange licensing to ensure proper type/quantity of licenses are available Review version and patch level requirements for both upgrades Review Outlook client patch levels. Note: Per Microsoft, Outlook 2010 is recommended to be patched with the latest updates: https://docs.microsoft.com/en-us/exchange/plan-and-deploy/system-requirements?view=exchserver- 2016 Review/Document requirements and plan for Microsoft Exchange Upgrade from 2010 to 2016. Identify five(5) pilot users for Exchange Migration Conduct scans &/or assessments – NWN will perform one(1) scan/ assessment to collect and analyze the customer’s environment as follows: o Assess current Exchange 2010 environment including: Logical configurations and services, including Front-End/Back-End infrastructure, SMTP Mail flow, and sanitation technologies deployed. Review findings – NWN will review the results of the site visits and findings/ scans/ assessments for validation with the customer and as the basis for the detailed design activities. Design & Planning Meeting – After the kick-off meeting, NWN has a design &planning meeting to discuss the technical aspects of the project and document the upgrade plan for the Exchange Migration. The Plan to include any/all configuration parameters for all the systems to be built and the requirements by the Customer’s IT Staff in order to prepare for the upgrade. A project time frame (including specific dates) will be created at the end of the meeting. DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 8 of 19 Functionality testing procedures – NWN will discuss with the customer their plan for performing testing after the upgrade has been completed. This will be used during the Execute Phase of the project. Finalize delivery schedule GATE REVIEW: Design Acceptance – NWN will conduct a design review and acceptance session with the customer to review the design details prior to initiating any production implementation or changes. The customer’s acceptance of the design is the approval to move forward in the project. Deliverables: Design & Planning Meeting Detailed Upgrade documents Upgrade Design acceptance meeting 3 – Prepare Phase The phase details activities that are required to prepare and make the environment ready for the upgrade. Activities in this phase of the project include: NWN will verify all existing servers and software are at the required version to perform the upgrades NWN will verify that required resources existing (CPU, Memory, Disk space) in the environment to accommodate the Exchange servers NWN will work with customer to obtain required software installs and licenses Deliverables: Current Exchange environment is at the correct service pack/patch level for the upgrade/migration Install files and licenses are available for the new servers 4 - Execute Phase This is the main delivery phase of the project. Activities in this phase of the project include: NWN will create a Windows Server 2016 virtual machine template on the Nutanix cluster NWN will create three(3) new Windows Server 2016 virtual machines to host the new mail servers from template NWN will install the Microsoft Exchange 2016 software and patch (as required) NWN will create the storage environment for the database server consisting of volumes for mailbox DBs, replication logs, etc DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 9 of 19 NWN will configure all roles and configure the CAS array for load balancing / high availability (Netscaler load balancing to be configured by customer) NWN will work with customer to update spam filtering and archiving software as needed to support Exchange 2016, utilizing vendor support from each product if necessary NWN will test new mail servers, integrate into existing mail environment and adjust mail flow NWN will test mail flow NWN will migrate five(5) pilot mail boxes to new environment and test functionality for these mail boxes NWN will remediate any issues with new mail environment and prepare for migration NWN will perform the mailbox migrations based on plan developed in planning meeting Post migration NWN will work with customer to remove the old mail servers from the environment and delete the virtual machines GATE REVIEW: Production readiness acceptance – NWN will review the production cutover and implementation with the customer to verify that the solution is functioning in their environment as presented in this scope and the detailed design from the earlier Gate Review. Deliverables: New Exchange 2016 virtual machines created and configured for CAS array, mailbox server Mailflow migrated to new Exchange environment Pilot mailboxes migrated and tested Remaining mailboxes migrated per plan from planning phase Removal of old mail servers 5 - Transition Phase Activities in this phase of the project include: Project closure meeting – NWN will conduct a project review, acceptance and closure meeting to close out the project, This will include a review of the scope for completion, BOM deliverables, final documents and customer acceptance and survey documents. Deliverables: Project closure meeting Out of Scope Any area not specifically presented in the Scope section of this proposal is considered outside the scope of this project. DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 10 of 19 Assumptions and Requirements General Assumptions 1. This Proposal is only valid for 30 days. At the end of the 30 period, NWN will need to refresh the pricing in this proposal before the Customer decides to execute this contract. 2. Payment terms are: NET 30 Days. In the event that Customer should fail to pay the total purchase price within a thirty (30) day period, NWN shall be entitled to collect an interest charge on the lesser of either 1.5% of the unpaid purchase price per month or the maximum amount allowed by applicable laws. NWN shall also be entitled, in addition to all other remedies available by law or in equity, to recover reasonable attorney fees and/or other expenses in collecting the purchase price or otherwise enforcing or successfully defending itself in respect to this sales contract. 3. A Milestone Acceptance Form will be presented to the customer Project Sponsor on completion of the defined scope of this Work Order. The Project Sponsor’s acceptance of this item signifies that you understand, approve, and validate that this item conforms to all project objectives and deliverables. The Project Sponsor’s acceptance further signifies that the NWN Project Manager has authorization to process invoicing for the completed milestone and move forward in the project per the approved schedule. Failure to respond within five (5) business days will constitute acceptance in accordance with the Statement of Work. 4. Should the Customer or its affiliates be responsible for any delay, reschedule, or deployment back-out, Customer shall assume all resultant engineering and work effort costs. NWN will issue a change order to customer outlining the project impact and cost. 5. NWN is not responsible for configuration changes on any equipment not specifically stated in the above Statement of Work. 6. All NWN work effort will occur during normal business hours (M-F, 9-5). If there is after-hours work that needs to occur, then additional charges will apply. 7. Customer assumes all responsibility for providing the appropriate power for all installed equipment in this proposal. NWN can provide the plug type and desired power connection for each piece of equipment in the proposal. 8. Customer is responsible for all rack or cabinet hardware (including rack mounting hardware) that is needed to install the new equipment. 9. Customer assumes all responsibility for ensuring enough contiguous rack space for the new equipment to be installed during this project. 10. Customer needs to provide all Fiber Patch Cables between the new network equipment and the fiber patch panels in each network closet. NWN can provide the appropriate connector type for each patch cable if desired by the Customer. 11. Customer needs to provide all Copper Patch Cables between the new network equipment and the copper patch panels in each network closet. NWN assumes RJ45 connectivity for all copper patch cables needed. DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 11 of 19 12. Customer is responsible for providing all Cable Management (Vertical and Horizontal) in order to correctly route each patch cable from the newly installed network equipment to the appropriate patch panel. 13. Customer must provide access along with safety, security & emergency protocols for NWN staff for all the appropriate areas in the facility in order to complete the work effort included in this proposal. 14. Customer is responsible for all environmental concerns in each network closet that NWN will install new equipment. If equipment problems arise due to excessive heat or water in the network closets, then the Customer is responsible for all equipment replacement costs. 15. Customer must provide free and clear access to the network equipment racks in each network closet. 16. Customer must provide a work area large enough for receipt of all new equipment for this project. 17. Customer must provide outside phone and Internet access for all NWN staff when onsite. 18. Customer must provide a dedicated point of contact for the entirety of this project. This Contact must be available during major steps in the installation process. If the Customer contact is not available during the process and schedules slide due to Customer unavailability, then Customer costs may arise to the delayed schedule. 19. Customer and NWN will mutually agree upon downtime prior to any installation and ensure this downtime is scheduled in advance so the Customer can make appropriate preparations at the facility. 20. Customer must obtain all necessary work permits. 21. Customer must provide adequate parking for the NWN project team at no additional charge to NWN. 22. Customer’s responsible for removal of shipping packaging once all the equipment is received at the Customer site. 23. Customer must have ACTIVE manufacturer support contracts on any existing equipment that NWN will be upgrading or updating during this work effort. 24. Adjacent equipment, including equipment that is connected to elements being worked on by NWN, has manufacturer support as well as customer-assigned support personnel to address any issues that arise during the work under this engagement. 25. Services will be restored to pre-upgrade/pre-migration status/condition. Resolution of any pre-existing issues is not within the scope of this engagement. 26. Customer will provide existing “as built” information, including diagrams and other documentation. Data Center Assumptions 1. Customer is responsible for defining the air-flow (hot and cold row) requirements for the data center prior to NWN installing any network equipment in the data center. If air-flow requirements change the type of equipment that is required, then the Customer will be responsible for the additional equipment costs. 2. Customer has provided an accurate end-point count for any licensing requirements in the attached Bill of Materials. If there are additional licenses that are required, then there will be an additional cost to the Customer. DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 12 of 19 3. Customer has given NWN the approximate distances for all fiber that will be used for connectivity in this scope of work. If the Fiber Optic connectors (1Gig or 10Gig) that NWN has quoted in the Bill of Materials for device connectivity need to change based on incorrect distances, then the Customer is responsible for equipment replacement costs. 4. Circuit provisioning & coordination (if necessary) is the responsibility of the customer with the provisioning 3rd party. 5. Customer is responsible for all switch, firewall and router configuration work effort to establish proper connectivity in this scope of work. DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 13 of 19 Project Services Financials NWN is pleased to present the following pricing summary for this project. Professional Services – Fixed Price $ 24,600.00 Total Services Project Investment $ 24600.00 Billing Terms Fixed Price Professional Services Billing Milestones: Milestone/ Initiate Phase $3,000 Milestone/ Design and Planning Phase $4,000 Milestone/ Prepare Phase $4,000 Milestone/ Execute Phase $13,600 Total Professional Services $24,600 This Statement of Work (“SOW”) is entered into and effective as of the date last executed below (the “SOW Effective Date”) and is subject to the terms and conditions of that certain NWN Professional Services Addendum to Master Agreement dated [insert date] (the “Master Agreement”) between the parties. Accepted and Agreed by: Customer NWN Corporation, Inc. Signature Signature Name Name Title Title Date Date DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 14 of 19 Attachment 1. Project Delivery Methodology NWN approaches our customer engagements using a unique integrated methodology. Our solutions matrix allows us to provide engagements and delivered technologies. This approach engages the customer at the point of need for the particular project: at points along the solution lifecycle from business requirements analysis and identification, project concept and definition, assessments, designs, development, implementation and integration to on-going support. Project Management Methodology An NWN Project Manager will be assigned to this project and, utilizing the NWN project methodology, is responsible for ensuring the successful delivery of this initiative as defined in this scope. The NWN Project Manager will provide timely communications, status updates, project timelines and tasks, team activity coordination and issues management and escalation to the project sponsor. The NWN Project Manager will use the appropriate tools necessary to complete the project successfully based on the scope of work for the project. Project Change Request In the event of changes that occur during the project the NWN PM will process a Project Change Request (PCR) to identify the needed change and effects it will have on the project along with funding that may be needed to complete the change. This PCR will be reviewed and agreed to by NWN and client prior to the change being implemented. A sample PCR is included as Attachment 2. DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 15 of 19 Project Deliverable/Milestone Acceptance As phases are completed the Project Deliverables Acceptance document will be revised and discussed during status meetings. Percent complete will be documented and initialed by the client so that recognition for progress can be acknowledged throughout the project. Each project deliverable/milestone, requires mutual acceptance in the form of an executed Milestone/Delivery Acceptance (MA) Form, Attachment 3. This will initiate a billing event while authorizing the projects team to proceed through the agreed upon project plan. At the end of the project, the last MA form will be signed by the project sponsor indicating that the project is complete. Customer Survey and Publicity Release At the conclusion of this engagement, you will be solicited directly via phone by a member of the post-delivery team or asked to complete a Customer Satisfaction survey and Publicity Release Form (Attachments 4 and 5). We look forward to gaining a more detailed understanding of your experience and sharing our experience. This feedback is greatly appreciated and valued by the NWN team. DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 16 of 19 Attachment 2. Project Change Request (PCR) Customer: NWN Project Manager: Customer Sponsor: Date: CHANGE REQUEST DETAIL Project #: Change #: Requestor: Description of Change: Date of request: Date needed: CHANGE ASSESSMENT Impacts on schedule, risk, assumptions, resources: Impacts on technology, design, deliverables: Impacts on project budget (Total $ value of Change): SKU #, Description, NRC Value: SKU #, Description, MRC Value: Quote is Valid for 30 days from Document Date. CHANGE APPROVALS SIGNATURES Approve Deny Project Manager Approve Deny Project Sponsor DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 17 of 19 Attachment 3. Milestone/Acceptance (MA) Form Client: Project: [Title] NWN Project Manager: Client Sponsor: Date: PURPOSE/INTRODUCTION This document indicates the acceptance by the stated Project Sponsor of the presented and defined key project milestone. The Project Sponsor’s acceptance of this item signifies that you understand, approve and validate that this item conforms to all project objectives and deliverables. The Project Sponsor’s acceptance further signifies that the Project Manager has authorization process invoicing for the completed milestone and move forward in the project per the approved Schedule. Failure to respond within five (5) business days will constitute acceptance in accordance with the Statement of Work. MILESTONE AND INVOICING INFORMATION Project Phase(s) Status Date Completed Complete MILESTONE ACCEPTANCE Please indicate your approval and acceptance of this item in the space provided below: Accepted by: Client Date NWN Project Manager Date DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 18 of 19 Attachment 4. Customer Satisfaction Survey Customer: Survey Date: Project Name & Code: ⃝ Survey completed in person ⃝ Survey completed via email Project Start Date: Project End Date: NWN is dedicated to providing its Customers with the highest quality of service. To help us in this effort, please take a few minutes to provide feedback on our services. Satisfaction Criteria 5 = Very Satisfied 1= Very Unsatisfied Comments (particularly for any scores below “4”) 5 4 3 2 1 1. Rate the quality of the stated deliverables 2. How well did the engagement meet the expected project schedule? 3. How well did the project cost meet the expected budget? 4. How well did the delivered solution meet the stated scope? 5. How well were risks and issues communicated? 6. Rate the level of teamwork displayed by the project team. 7. Rate the value of the engagement. 8. Rate your overall experience with NWN. Yes No 9. Are you willing to serve as a reference? 10. Would you use NWN again? 11. Would you support NWN in the creation of a case study* based on this project? Note: If you answered yes to this question, please complete the attached Publicity Release Form. * A case study consists of a high-level overview of the project in a format that can be shared with other Customers seeking similar consulting services. The study may contain a description of your business, the business challenge faced by you before the project, the solution implemented, the project approach, and the business results. Tell us what you liked most about the service we provided: What can we do to improve on the service we provided? Any general comments: DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 Orange County Government Exchange 2016 Upgrade Project # OP132913 / r1.0 www.NWNIT.com Page 19 of 19 Attachment 5. NWN Publicity Release Form Thank you for allowing NWN to share some information about our work for you with others. Check the formats below that are acceptable to your organization: Written hardcopy and/or electronic format Video In presentations NWN website(s) Other (specify below) Authorized for use: My Name My Title My Company’s Logo “Working Together” Case Study Description Upon completion of a project, many of our Customers allow us to publish a case study. A case study consists of a high-level, one to two-page overview of the project in a format that can be shared with other Customers seeking similar consulting services. The study may contain a description of your business, the business challenge faced by you before the project, the solution implemented, the project approach, and the business results. Authorization and Release Information I understand my information as outlined above may be used in connection with publicizing and promoting NWN Corporation. I agree that I will make no monetary or other claim against NWN for the use of what is provided. I understand that I can provide input on the finished product. I will have final approval on the product(s) and upon my request NWN will stop using some or all of what is mentioned above. Signature: Date: Printed Name: Company Email: Address: Telephone: City, State, Zip: DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? 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EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMITDESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. 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. 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). COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved.ACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) $ $ $ $ $ The ACORD name and logo are registered marks of ACORD 3/14/2019 (212) 596-3400 (212) 596-3460 20478 NWN Corporation 271 Waverly Oaks Road Waltham, MA 02452 35289 A 1,000,000 6045650313 12/15/2018 12/15/2019 1,000,000 15,000 1,000,000 2,000,000 2,000,000 1,000,000A 6045650294 12/15/2018 12/15/2019 B 6045855646 12/15/2018 12/15/2019 1,000,000N1,000,000 1,000,000 Evidence of Insurance Orange County Office Building 131 West Margaret Lane Hillsborough, NC 27278 NWNCORP-01 MALSA1 Krauter & Company1350 Avenue of the Americas 18th FloorNew York, NY 10019 National Fire Insurance Company of Hartford Continental Insurance Company X X X X X XX $WWDFKPHQW%DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7 FORM NUMBER: EFFECTIVE DATE: The ACORD name and logo are registered marks of ACORD ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE FORM TITLE: Page of THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, ACORD 101 (2008/01) AGENCY CUSTOMER ID: LOC #: AGENCY NAMED INSURED POLICY NUMBER CARRIER NAIC CODE © 2008 ACORD CORPORATION. All rights reserved. Krauter & Company NWNCORP-01 SEE PAGE 1 1 SEE PAGE 1 ACORD 25 Certificate of Liability Insurance 1 SEE P 1 NWN Corporation271 Waverly Oaks RoadWaltham, MA 02452 SEE PAGE 1 MALSA1 1 NAME INSUREDS SCHEDULE: NWN CORPORATION NS NWN ACQUISITION LLC NWN PARENT HOLDINGS LLC NWN HOLDINGS LLC NWNCOMM LLC NWN ACQUISITION HOLDING COMPANY LLC NWN ROLLOVER HOLDINGS LLC WESTERN BLUE CORPORATION COMFRAME SOFTWARE CORPORATION SYSTEMS ENGINEERING, INC. WORKERS COMPENSATION (CA ONLY) POLICY NUMBER 6045855579 CARRIER: C.N.A E.L. EACH ACCIDENT $1,000,000 E.L. DISEASE - EA EMPLOYEE $1,000,000 E.L. DISEASE - POLICY LIMIT $1,000,000 (Per Statue) DocuSign Envelope ID: FF254AC2-A2B9-499C-9291-7BB8C3594EB7