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HomeMy WebLinkAbout2021-154-E IT-Xentegra LLC Citrix consulting DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 [Departmental Use Only] TITLE XntgraCitrixSpt FY 21 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter"Agreement"), made and entered into this 23rd day of February, 2021, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Xentegra, LLC, (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): 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. 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. Revised 07/20 1 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 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 quality, accuracy and timely completion and 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 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. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign Revised 07/20 2 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): The Consultant shall perform as Basic Services the work and services described herein and as described in Exhibit A. 4. Duration of Services a. Term. The term of this Agreement shall be from 2317ebruary2021 to 22August202I I. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. 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 231762021. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed twenty-three-thousand-seven- hundred-sixty and no/100 Dollars ($23,760.00). Payment for satisfactorily performed 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 Revised 07/20 3 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 a. Cooperation and Coordination. The County has designated (Jim Northrup) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who 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.goy/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 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. To the extent authorized by North Carolina law 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 Revised 07/20 4 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. 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. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. 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. 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, Revised 07/20 5 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 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.oran eg countync. o�partments/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. 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. Revised 07/20 6 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 In the event of a change in the County's statutory authority, mandate or mandated functions, by state 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. Si natures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article I IA and Article 40 of North Carolina General Statute Chapter 66. 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 Bill Sutton P.O. Box 8181 PO Box 1954 Hillsborough,NC 27278 Huntersville,NC 28078 [SIGNATURE PAGE TO FOLLOW] Revised 07/20 7 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 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: ,¢DocuSigned by: DocuSigned by: By: �jbin Vt lt, hAM#- 53�2021 By (( � b�, 3/3/2021 Bonnie Hammersley, County Manager Bill Sutton, Director of Consulting Printed Name and Title Revised 07/20 8 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 ORANGE COUNTY-DEPARTMENT USE ONLY Party/Vendor Name: Xentegra, LLC Party/Vendor Contact Person: Bill Sutton Contact Phone: 704-975-2459 Party/Vendor Address: 9445 St. Barts Lane City Huntersville State: NC Zip: 28070 Department: IT Amount: $23,760.00 Purpose: Contract Services for Citrix Support Budget Code(s): 10315020-630000 Vendor # 61694 (N/A if new vendor) Vendor is a BOCC consultant? Yes ❑ No® Contract Type: (Check one) New Renewal ❑ Amendment ❑ Effective Date 2317ebruary2021 Approved by Board Yes❑ No® Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: DocuAASi'g``ned by: / htwt 14 Department Director's Signature J Date: 3 3/2021 Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technoloiies (Applicable only to hardware/software purchases or related services)This agreement has been reviewed and is approved as to information technology content and7lt §@kQ :: M NbVVI Office of the Chief Information Officer Date: 3/3/2021 Risk Management This agreement is approved for sufficiency of insuranc 0,�id$pecifications,and requirements: Office of the Risk Management Officer CV�'b Date: 3 3 2021 �F Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: DocuSigned by: Office of the Chief Financial Officer Date:3/5/2021 Legal Services This agreement is approved as to legal form ands iMU�1Qned by: Office of the County Attorney Date: 3 5/2021 Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board Date: Revised 07/20 9 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 Revised 07/20 10 Attachment A N • r t r/ f Scheduled Engagement Contract (SEC) For Professional Services Orange County Government � 1/15/2021 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 XenTegra's Partners • CITRIX Microsoft ivant'll ciSCO- 2-,- IGEL Google NUTANI>:,M Office 365 a � � �r1VID1A. cvntrol ..upP, N N vmwar& �•••� SecurEnvoy devlceTRUST �: PrinterLogic A Ehea-ater Group plc Company D"L Lakeside0/ '•r ExtraHap ThinPrinto FLex.cible m Rearbr-to-uee virtual vrork•paoes Polk Pak- R" Cif t r i ce ratT SECURING YOUR SfAN4A CAYC�7 8 veeAM pFLOG I NVSI }, •::teg i I e Bitdefender (CENSORNET Enabfing NComputing, ■ 2 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 TABLE OF CONTENTS 1.0 SCHEDULED ENGAGEMENT OVERVIEW.........................................................................................4 PROJECT COORDINATION ................................................................................................................................6 XENTEGRA ENGAGEMENT RESOURCE(S)............................................................................................................6 2.0 SCOPE..........................................................................................................................................7 SERVICES......................................................................................................................................................7 TASKSOUT OF SCOPE......................................................................................................................................7 PLACE OF PERFORMANCE................................................................................................................................7 3.0 CUSTOMER RESPONSIBILITIES/ASSUMPTIONS ..............................................................................8 GENERAL RESPONSIBILITIES .............................................................................................................................8 SEC SPECIFIC CUSTOMER RESPONSIBILITIES........................................................................................................8 GENERAL ASSUMPTIONS.................................................................................................................................8 4.0 PRICING AND PAYMENT TERMS....................................................................................................9 PROFESSIONAL SERVICES.................................................................................................................................9 PAYMENT TERMS&CONDITIONS.....................................................................................................................9 EXPENSES...................................................................................................................................................10 SERVICES PROVIDED AFTER-HOURS..................................................................................................................10 SEC COMPLETION CRITERIA...........................................................................................................................10 CANCELLATIONS...........................................................................................................................................10 WARRANTY&LIMITATIONS...........................................................................................................................11 5.0 SEC ACCEPTANCE........................................................................................................................12 3 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 I 1 SCHEDULED ENGAGEMENT OVERVIEW SEC to perform consulting services for Orange County Government ("OCG") Date Services Performed By: Services Performed For: January 15, 2021 XenTegra, LLC Orange County Government PO Box 1954 PO Box 8181 Huntersville, NC 28078 405 Meadowlands Drive Hillsborough, NC 27278 XenTegra, LLC ("XenTegra") is a provider of Information Technology consulting services 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 Content Collaboration as well as various end point devices and other complimentary Citrix technologies. 4 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 ABOUT XENTEGRA, LLC. At XenTegra,we are fueled by a passion for end users and known for a deep history with Citrix and complementary technologies. Living at the intersection of innovation and experience,we enable customers to deliver the productive,efficient and secure endpoint computing environments users need to work anytime,from anywhere, 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 the client can achieve the transformational agility required. Platinum Citrix Partner Microsoft Gold Partner o IGEL Platinum Partner • 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: Learn how to do more with Citrix at XenTegra's lunch&learns,seminars, or more extensive 2-day boot camps. • Awards o IGEL 2018 Marketing Partner of the Year 0 2019 Citrix Innovation Award Finalist-Americas 0 2019 Winner—Citrix Worldwide Partner of the Year(Americas) � i nTie g r a WW ciriRix � �Partner 1 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 PROJECT COORDINATION XenTegra will develop a project plan that details each step of the project's execution and establishes its operational framework.XenTegra's project coordinator will use this plan to define work elements, identify resources required for accomplishing the project tasks, and assign responsibility for deliverables.This schedule will provide the project coordinator with a baseline for managing and controlling the project objectives and resource utilization. Changes to the plan will be coordinated with OCG's staff and made upon mutual agreement. XENTEGRA ENGAGEMENT RESOURCE(S) Role Name Phone Consulting Director Bill Sutton (804)543-5527 bill.sutton@xentegra.com Sr. Consultant Harvey Green (980)236-1665 harvey.green@xentegra.com Sr. Consultant Sr. Consultant 6 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 SERVICES All professional services shall be performed remotely. 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 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. 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. PLACE OF PERFORMANCE Unless otherwise specified in this Statement of Work,all services will be performed remotely. Any requested on- site services will be performed at OCG's location designated here: Orange County Government PO Box 8181 405 Meadowlands Drive Hillsborough, NC 27278 7 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 3.0 CUSTOMER RESPONSIBILITIESASSUMPTIONS GENERAL RESPONSIBILITIES During this Scheduled Engagement Contract,XenTegra will require the support of OCG's staff and computing resources. OCG agrees to provide the following: • OCG will grant the appropriate credentials for the consultant to implement the solution • OCG will grant remote access to the consulting resource(if remote) • OCG will supply the network resources need to complete the project • OCG will provide additional IP addresses and DNS names if requested • OCG will assist as necessary with project tasks • OCG will provide all software and operating system licensing to meet the engagement needs • OCG will perform any backup system and system changes when appropriate SEC SPECIFIC CUSTOMER RESPONSIBILITIES • OCG will designate named contacts(including the primary contact)which will be allowed to request services and support from the assigned XenTegra consultant • OCG will be responsible for all network changes needed that are associated with this project • A single point of contact will be provided who is familiar with the environment and requirements to work with the XenTegra resource throughout the engagement acting as a liaison between XenTegra and OCG • OCG 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. • OCG 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. • OCG 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. GENERAL ASSUMPTIONS This Statement of Work and associated services are based upon the following assumptions: • Upon the conclusion of this engagement, it will be expected that OCG will use vendor technical support or purchase optional XenTegra Success Desk Support to resolve any ongoing technical issues • Project estimates assume that once the project has started it will continue without interruption (excluding Holidays) unless agreed upon by both XenTegra and OCG • All Services will be provided during Normal business hours unless otherwise stated in this SEC or agreed upon by both parties. Normal business hours are Monday-Friday,9:00am-5pm local time • Calls and meetings will be scheduled at a mutually agreeable time between XenTegra and OCG • XenTegra resources will have access to the keyboard to perform the work DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 '�4.0 PRICING AND PAYMENT TERMS PROFESSIONAL SERVICES Pricing and terms valid for thirty(30)days. Hours in this Statement of Work will be invoiced as they are consumed and are billed on a weekly basis. Resource Description Estimated Hours Per Month XenTegra—Sr. Consultant 16 XenTegra—Project Manager 1.6 Contract Length (Months) 6 Hourly Rate Consulting Services $235.00 Hourly Rate Project Management $125.00 Total Per Month $3,960.00 Scheduled Engagement Contract Total $23,760.00 PAYMENT TERMS & CONDITIONS Payment terms are net 30 days from invoice date unless custom net terms are provided by XenTegra in this Statement of Work.Client agrees to pay on time unless prior arrangement has been made in writing with XenTegra.XenTegra may suspend future obligations until payment has been made on prior invoices.Overdue accounts are subject to interest and service charges of 1.5% per month plus collection fees.All charges and fees to be paid by Client are exclusive of any applicable sales, use,excise or services taxes("Taxes")that may be assessed on the provision of the services or selling goods.All discrepancies regarding pricing shown on invoices shall be brought to XenTegra's attention within 15 days of invoice date. Invoice amount shown shall be accepted and paid in full by Client if not disputed within 15 days. Discrepancies arising after 15 days of invoice date shall not affect past invoices.All payments which are returned or dishonored will be subject to a $40 fee. In the event that the Client terminates its relationship with XenTegra for any or no reason prior to the agreed upon term set forth in the Quote,the Client shall promptly pay to XenTegra an amount equal to(a)any unpaid fees attributable to the period up to and including the date of termination,and (b)the aggregate of the fees that would have been payable from the date of termination until the date that XenTegra was no longer obligated to perform the services or provide the goods were it not for such termination.The amount due to XenTegra shall be paid by the Client within ten (10) days after the date of termination.The client agrees to reimburse XenTegra for any expenses XenTegra may incur, including reasonable attorneys'fees,associated with collecting amounts owed hereunder. XenTegra may refuse to provide services or goods to the client due to delinquent payment or any other reason. 9 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 XenTegra 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: • Airfare necessary to location(s) • Meals • Parking,ground transportation,tolls, and Lodging SERVICES PROVIDED AFTER-HOURS XenTegra does not anticipate the need for professional services to be provided outside of normal business hours defined in this Statement of Work. If during the project, it is determined that after-hours work is required to complete the deliverables,XenTegra will charge one and a half times(1.5x)the normal rate for any after-hours work. SEC COMPLETION CRITERIA XenTegra shall have fulfilled its obligations when any one of the following first occurs: ■ XenTegra accomplishes the activities described within this SEC, including delivery to OCG of the materials listed in this SEC,as determined by XenTegra in its reasonable discretion and so notifies OCG in writing. Orange County Government has five(5)working days from the completion accept the SEC as being complete. ■ OCG cancels services or deliverables not yet provided with 10 business days'advance written notice to XenTegra and pay those fees due to XenTegra up to the date of the termination. CANCELLATIONS XenTegra will work with OCG to assign resources based on the mutually agreed timeline and schedule for the project. Because XenTegra will commit consulting resources based on the established schedule, OCG is required to provide at(3 business days'notice)for any unplanned changes or cancellations to the schedule. Should OCG fail to provide such notice,XenTegra reserves the right to bill for 4 hours (1/2 Day)at the established hourly rate and for any non-refundable expenses incurred in preparation for such canceled services. All scheduled days will bill at 80%of the hours scheduled for the day. XenTegra Page 10 of 12 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 XenTegra WARRANTY & LIMITATIONS EXCEPT AS PROVIDED HEREIN,XENTEGRA MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED.XENTEGRA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OR ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND EXPRESSLY DISCLAIMS ANY WARRANTY AS TO PERFORMANCE OF ANY SERVICES OR ANY GOODS SOLD.XENTEGRA SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL,SPECIAL OR INDIRECT DAMAGES OR FOR LOSS OR DAMAGE DIRECTLY OR INDIRECTLY ARISING FROM THE SERVICES PROVIDED OR GOODS SOLD BY XENTEGRA. IN ANY CASE AND WITHOUT LIMITING THE FOREGOING,THE ENTIRE LIABILITY OF XENTEGRA FOR ALL DAMAGES OF EVERY KIND AND TYPE(WHETHER SUCH DAMAGES ARISE IN CONTRACT,TORT (INCLUDING NEGLIGENCE)OR OTHERWISE)SHALL BE LIMITED TO THE FEES PAID BY THE CLIENT TO XENTEGRA IN THE 12 CALENDAR MONTHS IMMEDIATELY PRIOR TO THE DAMAGES ARISING. MISCELLANEOUS The Client warrant that the information provided to XenTegra is accurate and complete.XenTegra may discontinue,suspend or modify its services, any feature included in its services,or the availability of its services at any time and without notice to the Client. Except as expressly set forth herein,this Statement of Work does not grant the Client any intellectual property rights in XenTegra's services or property or XenTegra's trademarks and brand features or in the material and images contained on XenTegra's websites. This writing constitutes the full, complete and final statement of XenTegra's obligations.All prior oral and written correspondence regarding the services or goods offered by XenTegra are merged in this writing and extinguished by it.XenTegra's failure at any time to enforce any of the terms and conditions stated herein shall not constitute a waiver of any of the provisions herein.XenTegra's headquarters is in North Carolina,and consequently,this Statement of Work shall be governed by and construed in accordance with the laws of the State of North Carolina.The Client shall not assign this Statement of Work. Further, if any portion of this Statement of Work shall be invalid it shall not have the effect of invalidating any other portion of this Statement of Work.ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THIS STATEMENT OF WORK,OR A BREACH HEREOF,SHALL BE SETTLED BY ARBITRATION ACCORDING TO THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION TO BE HEARD BY ONE ARBITRATOR IN MECKLENBURG COUNTY, NORTH CAROLINA.Judgment upon the arbitrator's award may be entered in any court having jurisdiction thereof. XenTegra Page 11 of 12 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 XenTegra �5.0 SEC ACCEPTANCE This Scheduled Engagement Contract"SEC' is governed by the terms and conditions of the Master Services Agreement"MSA" between XenTegra, LLC and Orange County Government (the"Agreement").Any conflict between the Agreement and this SEC will be resolved in favor of this SEC. This Scheduled Engagement Contract, upon being executed by both XenTegra and the Client,constitutes the entire contract between the parties hereto with respect to price,work, material,goods,and Services specified herein.Verbal instructions or agreements relative to or altering this Scheduled Engagement Contract(and the resulting Contract) in any way,will not be recognized,and no changes shall be made except in writing,signed and dated by both XenTegra and its Client. IN WITNESS WHEREOF,the parties hereto have caused this SEC to be effective as of the day, month and year first written above. Accepted By: Accepted By: XenTegra, LLC Orange County Government Signature Signature Printed Name Printed Name Title Title Date Date XenTegra Page 12 of 12 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A2756EE43231 AL&m-tB lle� THE HARTFORD BUSINESS SERVICE CENTER THE 3600 WISEMAN BLVD HARTFORD SAN ANTONIO TX 78251 February 10, 2021 Orange County NC Government 405 MEADOWLANDS DR HILLSBOROUGH NC 27278 Account Information: Contact Us Policy Holder Details : XENTEGRA, LLC Business Service Center Business Hours: Monday- Friday (7AM -7PM Central Standard Time) Phone: (866)467-8730 Fax: (888)443-6112 Email: age ncy.services(cbthehartford.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 WLTRO05 DocuSign Envelope ID:6D322D88-DCFC-46BD-8COF-A275BEE43231 .14 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 02/10/2021 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 CONTACT USI INSURANCE SERVICES LLC/PHS NAME: 22273082 PHONE (866)467-8730 FAX (888)443-6112 (A/C,No,Ext): (A/C,No): The Hartford Business Service Center 3600 Wiseman Blvd E-MAIL San Antonio,TX 78251 ADDRESS: INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURER A: Sentinel Insurance Company Ltd. 11000 XENTEGRA,LLC INSURER B: Hartford Fire and Its P&C Affiliates 00914 PO BOX 1954 INSURER C HUNTERSVILLE NC 28070-1954 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 TYPE OF INSURANCE ADDL SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSR WVD MM/DD/YYYY MM/DD/YYYY COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE $2,000,000 CLAIMS-MADE OCCUR DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence X General Liability MED EXP(Any one person) $10,000 A 22 SBA VW1344 11/15/2020 11/15/2021 PERSONAL&ADV INJURY $2,000,000 GEN'L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $4,000,000 POLICY❑PRO I-XI LOC PRODUCTS-COMP/OPAGG $4,000,000 JECT OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT $2,000,000 Ea accident ANY AUTO BODILY INJURY(Per person) A ALL OWNED SCHEDULED 22 SBA VW1344 11/15/2020 11/15/2021 BODILY INJURY(Per accident) AUTOS AUTOS HIRED NON-OWNED PROPERTY DAMAGE X AUTOS X AUTOS (Per accident) X UMBRELLA LIAB X OCCUR EACH OCCURRENCE $10,000,000 A EXCESS LIAB CLAIM MADES 22 SBA VW1344 11/15/2020 11/15/2021 AGGREGATE $10,000,000 DED X RETENTION$ 10,000 WORKERS COMPENSATION XPER OTH- AN D EMPLOYERS'LIABILITY YSTATUTE ER ANY YIN E.L.EACH ACCIDENT $1,000,000 B PROPRIETOR/PARTNER/EXECUTIVE N/A 22 WBC EMO165 11/15/2020 11/15/2021 OFFICER/MEMBER EXCLUDED? E.L.DISEASE-EA EMPLOYEE $1,000,000 (Mandatory in NH) If yes,describe under E.L.DISEASE-POLICY LIMIT $1,000,000 DESCRIPTION OF OPERATIONS below A EMPLOYMENT PRACTICES 22 SBA VW1344 11/15/2020 11/15/2021 Each Claim Limit $10,000 LIABILITY Aggregate Limit $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 NC Government SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED 405 MEADOWLANDS DR BEFORE THE EXPIRATION DATE THEREOF,NOTICE WILL BE DELIVERED HILLSBOROUGH NC 27278 IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD