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HomeMy WebLinkAbout2019-815-E IT - Xentegra Citrix support contract amendment102519 0.1 NORTH CAROLINA ORANGE COUNTY CONTRACT AMENDMENT #1 THIS CONTRACT AMENDMENT ("Amendment") is made and entered into this 31st day of October 2019 by and between ORANGE COUNTY (hereinafter referred to as "County") and Xentegra, LLC., (hereinafter referred to as "Consultant"). WITNESSETH: THAT WHEREAS, the County and Consultant entered into a contract dated August 20, 2019 (internally designated as 2019-580-E and otherwise titled as Xentegra Citrix suppor), for the provision of engineering design through bid services to the County (hereinafter the "Original Agreement"); and WHEREAS, the County and Consultant desire to modify the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration for the mutual covenants and agreements made in the Original Agreement and herein, the parties agree to amend the Original Agreement as follows: 1. Section 4.1 PROFESSIONAL SERVICES on page 7 of Exhibit A be replaced in its entirety with the following: 4.1 PROFESSIONAL SERVICES Resource Description Estimated Hours Per Month XenTegra – Sr. Consultant 32 XenTegra – Project Manger 1.6 Hourly Rate Consulting Services $235.00 Hourly Rate Project Management $125.00 Total Monthly Amount $7920.00 Scheduled Engagement Contract Total $23,760.00 Invoices shall be submitted monthly in arrears to the address indicated above. Each invoice will reflect charges for the period being billed and cumulative figures for previous periods. Terms of payment for each invoice are due on a net 15 schedule. This contract is for thirty two (32) hours of scheduled onsite or remote support and maintenance per month. 2. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 102519 0.1 IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY: CONSULTANT: ______________________________ _____________________________ Bonnie Hammersley, County Manager Andy Whiteside, CEO DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960  Revised 12/18 1 [Departmental Use Only] TITLE Xentegra Citrix suppor FY 2020 NORTH CAROLINA CONSULTING SERVICES AGREEMENT UNDER $90,000 ORANGE COUNTY This Agreement, made and entered into this th day of $XJXVW, 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 Xentegra, LLC, (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) XenTegra consultant will provide advice and guidance and apply industry recommend practices related to the in-scope technologies to assist Orange County Government in maintaining the health and performance of the Citrix platform(s). XenTegra consultant will perform technical support and maintenance tasks based on industry recommended practices and as assigned by Orange County Government during the established schedule. 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 DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 Revised 12/18 2 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 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 A. 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: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 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 JuO\ , 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 twenty-three-thousand-seven-hundred-sixty and no/100 Dollars ($23,760.00). 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 DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 Revised 12/18 4 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 DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 Revised 12/18 5 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. DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 Revised 12/18 6 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. DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 Revised 12/18 7 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 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 Andy Whiteside P.O. Box 8181 PO Box 1954 Hillsborough, NC 27278 Huntersville, NC 28078 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: Xentegra, LLC __________________________ ____________________________ County Manager Andy Whiteside, CEO Printed Name and Title DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6  DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 Scheduled Engagement Contract “SEC” for Professional Services Orange County Government Andy Whiteside 6/5/2019 džŚŝďŝƚ DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 Page 2 of 8 TABLE OF CONTENTS 1.0 PROJECT OVERVIEW .....................................................................................................................3 1.2 XENTEGRA ENGAGEMENT RESOURCE(S) ...................................................................................................... 4 2.0 SCOPE ..........................................................................................................................................5 2.1 PERIOD OF PERFORMANCE......................................................................................................................... 5 2.2 SERVICES ................................................................................................................................................ 5 2.3 TASKS OUT OF SCOPE ............................................................................................................................... 5 3.0 CUSTOMER RESPONSIBILITIES/ASSUMPTIONS ..............................................................................6 3.1 GENERAL RESPONSIBILITIES ........................................................................................................................ 6 3.2 SEC SPECIFIC CUSTOMER RESPONSIBILITIES .................................................................................................. 6 3.3 GENERAL ASSUMPTIONS ........................................................................................................................... 6 4.0 PRICING AND PAYMENT TERMS ....................................................................................................7 4.1 PROFESSIONAL SERVICES ........................................................................................................................... 7 4.2 EXPENSES ............................................................................................................................................... 7 4.3 CANCELLATIONS ....................................................................................................................................... 7 4.4 TERMINATION ......................................................................................................................................... 8 5.0 SOW ACCEPTANCE ........................................................................................................................8 DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 Page 3 of 8 1.0 PROJECT OVERVIEW Scheduled Engagement Contract (Services) for Orange County Government (“OGC”) Date Services Performed By: Services Performed For: June 5, 2019 XenTegra, LLC PO Box 1954 Huntersville, NC 28078 Orange County Government 131 W Margaret Ln, Hillsborough, NC 27278 XenTegra, LLC (“XenTegra”) is a provider of Information Technology consulting services for with a focus on Citrix Technologies. XenTegra consultants have extensive experience designing, implementing and supporting environments that rely on these technologies. XenTegra is pleased to present this Scheduled Engagement Contract (SEC) to Orange County Government to provide professional services for remote Citrix Infrastructure technical support and/or maintenance (hereinafter, the “Supported Environment”) including, but not limited to, Citrix Virtual Apps, Citrix Virtual Apps & Desktops, Citrix Hypervisor, Citrix Application Delivery Controller (ADC), Citrix Endpoint Management and Citrix Files as well as various end point devices and other complimentary Citrix technologies. DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 Page 4 of 8 ABOUT XENTEGRA, LLC. At XenTegra, we are fueled by a passion for end users and known for our deep history with Citrix and complementary technologies. With a long track record of innovation and expertise, we work to enable our clients to deliver high-performance, reliable and secure endpoint computing environments end users need to be productive - anytime, from anywhere, and on any device. XenTegra focuses primarily on three areas: • Solutions: From secure virtual application delivery to high-performance virtual desktops and enterprise mobility management, XenTegra powers today’s digital workspaces so that you can achieve the transformational agility you require. • Services: XenTegra specializes in IT managed services and consulting, focusing on the security, performance and agility of Citrix workspaces, on premises, and in the cloud. • Events & Training: Maximize the value of your digital workspace environment. Learn how to do more with Citrix at our lunch & learns, seminars, or more extensive 2-day boot camps. 1.2 XENTEGRA ENGAGEMENT RESOURCE(S) Role Name Phone Email Consulting Director Bill Sutton Bill.sutton@xentegra.com Sr. Consultant Harvey Green Harvey.green@xentegra.com Sr. Consultant Sr. Consultant DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 Page 5 of 8 2.0 SCOPE 2.1 PERIOD OF PERFORMANCE Orange County Government has requested that XenTegra provide this remote support and maintenance service two (2) day(s) per month at eight (8) hours per day based on a set schedule this contract. This agreement is valid for six (6) months of service. During the period of the contract XenTegra will assign a dedicated consultant to work with Orange County Government and the assigned consultant will provide services for each session unless otherwise discussed and confirmed with Orange County Government. The Services shall commence on July 1, 2019 and shall continue through December 31, 2019. Orange County Government and XenTegra will work together to select the set days each month for this service. 2.2 SERVICES XenTegra consultant will provide advice and guidance and apply industry recommend practices related to the in- scope technologies to assist Orange County Government in maintaining the health and performance of the Citrix platform(s). XenTegra consultant will perform technical support and maintenance tasks based on industry recommended practices and as assigned by Orange County Government during the established schedule. These services include, but are not limited to, all Citrix technologies in use by the Orange County Government. XenTegra consultant will assist with tracking to closure support tickets opened with Citrix Technical Support. Should an urgent Citrix support issue arise outside the set monthly schedule, Orange County Government may contact XenTegra for support, however, XenTegra cannot guaranty a response time. In such cases a qualified XenTegra consultant will respond as quickly as possible. XenTegra will bill at the contract rate of $275 per hour for such instances. 2.3 TASKS OUT OF SCOPE Consultant will not engage in major platform upgrade activities in the context of this service (A major upgrade can be defined as an upgrade requiring architectural changes). Such project requirements will be discussed with Orange County Government and a separate engagement will be developed with a formal scope of work and a project plan will be provided upon request. Therefore, it is understood that all services requested by Orange County Government that are above the specified and scheduled hours will be billed on the normal billing cycle. Additionally, all services requested by Orange County Government that fall outside of the terms of this agreement will be considered a project, and will be quoted and billed as separate, individual services. All services provided outside of the scope of this contract will be billed at the rate of $275 per hour unless otherwise defined. DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 Page 6 of 8 3.0 CUSTOMER RESPONSIBILITIES/ASSUMPTIONS 3.1 GENERAL RESPONSIBILITIES During this Scheduled Engagement Contract, XenTegra will require the support of OGC’s staff and computing resources. OGC agrees to provide the following: x OGC will grant the appropriate credentials for the consultant x OGC will grant remote access to the consulting resource to all systems necessary to complete the assigned objectives x OGC will supply the network resources needed to complete the assigned objectives x OGC will provide IP addresses and DNS names if requested x OGC will provide all software and operating system licensing to meet the engagement needs x OGC will perform any backup system and system changes when appropriate with the proper change control 3.2 SEC SPECIFIC CUSTOMER RESPONSIBILITIES x OGC will provide a single point of contact who is familiar with the environment and requirements to work with the XenTegra resource throughout the Scheduled Engagement Contract acting as a liaison between XenTegra and OGC x OGC will be prepared with a list of objectives for each scheduled session and will be available to participate in the work with the assigned XenTegra consultant when necessary x OGC will designate named contacts (including the primary contact) which will be allowed to request services and support from the assigned XenTegra consultant x OGC may be asked to perform problem determination activities as suggested by the assigned XenTegra consultant. These activities include, but are not limited to, network traces, capturing error messages, and collecting configuration information. x OGC may be asked to perform problem resolution activities including, but are not limited to, changing configurations, installing new versions of software, installing new software components, or modifying resources. x OGC is responsible for implementing procedures necessary to safeguard the integrity and security of software and data from unauthorized access and to reconstruct lost or altered files resulting from catastrophic failures. 3.3 GENERAL ASSUMPTIONS This Scheduled Engagement Contract and associated services are based upon the following assumptions: x Upon conclusion of this engagement it will be expected that OGC will use Citrix Technical Support to resolve any ongoing technical issues x All Services will be provided during Normal business hours unless otherwise stated in this Statement of Work. Normal business hours are Monday-Friday, 9:00am-5pm local time x Calls and meetings will be scheduled at a mutually agreeable time between XenTegra and OGC x XenTegra resources will have access to the keyboard to perform the work DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 Page 7 of 8 4.0 PRICING AND PAYMENT TERMS 4.1 PROFESSIONAL SERVICES Resource Description Estimated Hours Per Month XenTegra – Sr. Consultant 16 XenTegra – Project Manger 1.6 Contract Length (Months) 6 Hourly Rate Consulting Services $235.00 Hourly Rate Project Management $125.00 Total Monthly Amount $3960.00 Scheduled Engagement Contract Total $23,760.00 Invoices shall be submitted monthly in arrears to the address indicated above. Each invoice will reflect charges for the period being billed and cumulative figures for previous periods. Terms of payment for each invoice are due on a net 15 schedule. This contract is for sixteen (16) hours of scheduled onsite or remote support and maintenance per month. 4.2 EXPENSES It is expected that services to be performed remotely for this engagement, however, should travel be required it will be confirmed via change order prior to scheduling. Travel expenses will be submitted to the client for reimbursement (including copies of receipts) using standard IRS guidelines for expenses. XenTegra will endeavor to select reasonably priced airlines, hotels, meals, and other expenses. It is expected that Orange County Government will provide travel expenses during the project for those XenTegra team members traveling out of their domiciled area, between sites or over long sequences. These expenses include the following: x Airfare necessary to location(s) x Meals x Parking, ground transportation, tolls, and Lodging 4.3 CANCELLATIONS XenTegra will work with Orange County Government to assign resources based on the mutually agreed timeline and schedule for this engagement. Because XenTegra will commit consulting resources based on the established schedule, Orange County Government is required to provide at (3 business days’ notice) for any unplanned changes or cancellations to the schedule. Should Orange County Government fail to provide such notice, XenTegra reserves the right to bill for 8 hours (1 Day) at the established hourly rate and for any non-refundable expenses incurred in preparation for such canceled Services DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 Page 8 of 8 . 4.4 TERMINATION Either party may terminate this Scheduled Engagement Contract agreement with at least thirty (30) days advance written notice to XenTegra or Orange County Government . Both parties shall mutually agree upon the effective date of the termination. Should either party terminate this agreement, XenTegra will assist Orange County Government in the orderly termination of services, including timely transfer of the services support to another designated provider if applicable. Orange County Government agrees to pay XenTegra on an hourly basis at the rate of $275/hour for the work effort of rendering such assistance. 5.0 SOW ACCEPTANCE IN WITNESS WHEREOF, the parties hereto have caused this SOW to be effective as of the day, month and year first written above. Accepted By: XenTegra, LLC Accepted By: Orange County Government Signature Signature Printed Name Printed Name Title Title Date Date DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 INSR ADDLSUBRLTRINSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACTNAME: FAXPHONE(A/C, No):(A/C, No, Ext): E-MAILADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY) (MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVEOFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person) $ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident) $AUTOS ONLY AUTOS AUTOS ONLYHIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $ $ PER OTH-STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED 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 any 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. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Twin City Fire Insurance Company NAS Insurance 01/14/2019 USI Insurance Services, LLC. Sm CL 6100 Fairview Road Suite 800 Charlotte, NC 28210 855-874-1396 MidSouthSelectu@usi.com XenTegra, LLC 9445 St. Barts Lane Huntersville, NC 28078 29459 NONE B Professional Liab Cyber Liability 1112978 11/22/2018 11/22/2019 $2,000,000 Orange County Local Government North Carolinda 200 S Cameron St. Hillsborough, NC 27278-2505 1 of 1#S24757415/M24678495 XENTEGTAClient#: 1489624 LJME41 of 1#S24757415/M24678495 DocuSign Envelope ID: 58960D58-D971-4D0C-8FD6-8630170E1088DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 This page has been left blank intentionally. DocuSign Envelope ID: 58960D58-D971-4D0C-8FD6-8630170E1088DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 December 21, 2018 Orange County Local Government North Carolina 200 S CAMERON ST HILLSBOROUGH NC 27278-2505 Account Information: Policy Holder Details :XENTEGRA, LLC Contact Us Business Service Center Business Hours: Monday - Friday (7AM - 7PM Central Standard Time) Phone:(866) 467-8730 Fax:(888) 443-6112 Email:agency.services@thehartford.com Website:https://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team DocuSign Envelope ID: 58960D58-D971-4D0C-8FD6-8630170E1088DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/21/2018 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 be endorsed. If SUBROGATIONIS 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 USI INSURANCE SERVICES LLC/PHS 22273082 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO, TX 78265 CONTACT NAME: PHONE (A/C, No, Ext):(866) 467-8730 FAX (A/C, No):(888) 443-6112 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED XENTEGRA, LLC PO BOX 1954 HUNTERSVILLE NC 28070-1954 INSURER A :Hartford Fire and Its P&C Affiliates 00914 INSURER B :The Sentinel Insurance Company 11000 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS B COMMERCIAL GENERAL LIABILITY 22 SBA VW1344 11/15/2018 11/15/2019 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: B AUTOMOBILE LIABILITY 22 SBA VW1344 11/15/2018 11/15/2019 COMBINED SINGLE LIMIT (Ea accident)$2,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS-MADE 22 SBA VW1344 11/15/2018 11/15/2019 EACH OCCURRENCE $2,000,000 AGGREGATE $2,000,000 DED X RETENTION $10,000 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A 22 WBC EM0165 11/15/2018 11/15/2019 PER STATUTE X OTH- ER Y/N E.L. EACH ACCIDENT $500,000 E.L. DISEASE -EA EMPLOYEE $500,000 E.L. DISEASE - POLICY LIMIT $500,000 B EMPLOYMENT PRACTICES LIABILITY 22 SBA VW1344 11/15/2018 11/15/2019 Each Claim Limit Aggregate Limit $10,000 $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION ORANGE COUNTY LOCAL GOVERNMENT NORTH CAROLINA 200 S CAMERON ST HILLSBOROUGH NC 27278-2505 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE DocuSign Envelope ID: 58960D58-D971-4D0C-8FD6-8630170E1088DocuSign Envelope ID: 4513128A-161B-4974-8BA0-1849A799EBA6DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 WLTR005 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO TX 78251 December 21, 2018 Orange County Local Government North Carolina 200 S CAMERON ST HILLSBOROUGH NC 27278-2505 Account Information: Policy Holder Details :XENTEGRA, LLC Contact Us Business Service Center Business Hours: Monday - Friday (7AM - 7PM Central Standard Time) Phone:(866) 467-8730 Fax:(888) 443-6112 Email:agency.services@thehartford.com Website:https://business.thehartford.com Enclosed please find a Certificate Of Insurance for the above referenced Policyholder. Please contact us if you have any questions or concerns. Sincerely, Your Hartford Service Team DocuSign Envelope ID: 58960D58-D971-4D0C-8FD6-8630170E1088DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960 © 1988-2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016/03) The ACORD name and logo are registered marks of ACORD CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) 12/21/2018 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 be endorsed. If SUBROGATIONIS 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 USI INSURANCE SERVICES LLC/PHS 22273082 THE HARTFORD BUSINESS SERVICE CENTER 3600 WISEMAN BLVD SAN ANTONIO, TX 78265 CONTACT NAME: PHONE (A/C, No, Ext):(866) 467-8730 FAX (A/C, No):(888) 443-6112 E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC# INSURED XENTEGRA, LLC PO BOX 1954 HUNTERSVILLE NC 28070-1954 INSURER A :Hartford Fire and Its P&C Affiliates 00914 INSURER B :The Sentinel Insurance Company 11000 INSURER C : INSURER D : INSURER E : INSURER F : COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: 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 LTR TYPE OF INSURANCE ADDL INSR SUBR WVD POLICY NUMBER POLICY EFF (MM/DD/YYYY) POLICY EXP (MM/DD/YYYY)LIMITS B COMMERCIAL GENERAL LIABILITY 22 SBA VW1344 11/15/2018 11/15/2019 EACH OCCURRENCE $2,000,000 CLAIMS-MADE X OCCUR DAMAGE TO RENTED PREMISES (Ea occurrence)$1,000,000 X General Liability MED EXP (Any one person)$10,000 PERSONAL & ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $4,000,000 POLICY PRO- JECT X LOC PRODUCTS - COMP/OP AGG $4,000,000 OTHER: B AUTOMOBILE LIABILITY 22 SBA VW1344 11/15/2018 11/15/2019 COMBINED SINGLE LIMIT (Ea accident)$2,000,000 ANY AUTO BODILY INJURY (Per person) ALL OWNED AUTOS SCHEDULED AUTOS BODILY INJURY (Per accident) X HIRED AUTOS X NON-OWNED AUTOS PROPERTY DAMAGE (Per accident) B X UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS-MADE 22 SBA VW1344 11/15/2018 11/15/2019 EACH OCCURRENCE $2,000,000 AGGREGATE $2,000,000 DED X RETENTION $10,000 A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? (Mandatory in NH) If yes, describe under DESCRIPTION OF OPERATIONS below N/ A 22 WBC EM0165 11/15/2018 11/15/2019 PER STATUTE X OTH- ER Y/N E.L. EACH ACCIDENT $500,000 E.L. DISEASE -EA EMPLOYEE $500,000 E.L. DISEASE - POLICY LIMIT $500,000 B EMPLOYMENT PRACTICES LIABILITY 22 SBA VW1344 11/15/2018 11/15/2019 Each Claim Limit Aggregate Limit $10,000 $10,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Those usual to the Insured's Operations. CERTIFICATE HOLDER CANCELLATION ORANGE COUNTY LOCAL GOVERNMENT NORTH CAROLINA 200 S CAMERON ST HILLSBOROUGH NC 27278-2505 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE DocuSign Envelope ID: 58960D58-D971-4D0C-8FD6-8630170E1088DocuSign Envelope ID: 5685DE0F-7C00-484C-9731-394CB721E960