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HomeMy WebLinkAbout2021-270-IT-Insight Public Sector-Technology Infrastructure AssessmentRevised 07/20 1 [Departmental Use Only] TITLE Insight Public Sector FY 21 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 18th day of May, 2021, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Insight Public Sector, (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): Technology infrastructure assessment focused on the current Unitrends data protection and Nutanix hyper-converged infrastructure. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Revised 07/20 2 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 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. DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Revised 07/20 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Assess and document Client's current state infrastructure in preparation for planning and executing a DR strategy to public cloud. In addition, Client would like to identify any gaps in their current data protection, replication, and HCI implementations as it relates to meeting SLAs, ensuring data protection best practices and strategies to mitigate security threats. Deliverables include a report detailing: current state documentation of the Unitrends data protection solution and Nutanix HCI clusters; identify any risks the to the current state and provide a roadmap for improvements to better achieve SLAs; estimated costs for potential use of public cloud BLOB archive storage for offsite copies of backup images; technology requirements, recommendations and estimated high level costs for potential use of public cloud for disaster recovery. 4. Duration of Services a. Term. The term of this Agreement shall be from 1July2021 to 30June2022. 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 1July2021. 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 eight-thousand-one-hundred-sixty and no/100 Dollars ($8,160.00) (See Attachment A). 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 DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Revised 07/20 4 additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Jim Northrup) to act as the County's representative with respect to the Project 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.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (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. DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Revised 07/20 5 b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. 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 DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Revised 07/20 6 certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. 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 DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Revised 07/20 7 unavailability and non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County’s statutory authority, mandate 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. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Jim Northrup Insight Public Sector P.O. Box 8181 6820 S Harl Ave Hillsborough, NC 27278 Tempe, AZ 85283 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Revised 07/20 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Jerry Burum, Regional VP Printed Name and Title DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 5/24/20215/27/2021 Revised 07/20 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Insight Public Sector Party/Vendor Contact Person: Jerry Burum Contact Phone: (678) 581- 6669 Party/Vendor Address: 9695 Foxworth Drive City Alpharetta State: GA Zip: 30022 Department: IT Amount: $8,160.00 Purpose: Technology Infrastructure Assessment Budget Code(s): 10315020-630000 Vendor # 67064 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 18 May 2021 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: Department Director’s Signature ________________________________________ Date: ________ 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: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ 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:_________ DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 5/24/2021 5/24/2021 5/25/2021 5/27/2021 5/27/2021 Revised 07/20 10 DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Rev. 09/20Q INSIGHT PROPRIETARY AND CONFIDENTIAL Page 1 of 10 May 11, 2021 Statement of Work # 31362 Technology Assessment 1.PARTIES “Insight” “Client” Insight Public Sector, Inc. Orange County Government 13755 Sunrise Valley Drive, Suite 750 Herndon, VA 20171 131 W. Margaret Lane Hillsborough, NC 27278 Attn: Molly Harper Attn: Jim Northrup 2.ENTIRE AGREEMENT This Statement of Work (“SOW”) is effective as of the date last signed below (“SOW Effective Date”) and shall be governed by the State of North Carolina - IT Services 920S-61001893, dated October 1, 2019, (hereinafter, the "Agreement”). This SOW, including the Agreement and all documents either attached or incorporated by reference, forms the entire agreement with respect to the subject matter in this SOW. If there is a conflict between this SOW and the Agreement, the Agreement will control with respect to the subject matter thereof, unless expressly amended in this SOW. Electronic signatures on this SOW (or copies of signatures sent via electronic means) are the equivalent of handwritten signatures. Terms not defined in this SOW have the meaning attributed to them in the Agreement unless otherwise specified in this SOW. “Affiliate” means, with respect to a party, an entity that controls, is controlled by, or is under common control with such party. Any general description of the services or results thereof contained in any summary or related information accompanying this SOW, is for informational purposes only and does not constitute part of the agreement between the parties or, modify any agreement or SOW between the parties. 3.SCOPE OF SERVICES Insight is pleased to perform the following services (“Services”) under the terms and conditions of this SOW. 3.1. Service Description The following is a high-level description of the Services Insight will provide: Insight will work as an extension of the Client’s team to provide this technology infrastructure assessment focused on the current Unitrends data protection and Nutanix Hyper-converged infrastructure (HCI) environments located in 2 on-premises data centers. Client desires to assess and document their current state infrastructure in preparation for planning and executing a DR strategy to public cloud. In addition, Client would like to identify any gaps in their current data protection, replication, and HCI implementations as it relates to meeting SLAs, ensuring data protection best practices and strategies to mitigate security threats. Deliverables include a report detailing: •Current state documentation of the Unitrends data protection solution and Nutanix HCI clusters •Identify any risks the to the current state and provide a roadmap for improvements to better achieve SLAs •Estimated costs for potential use of public cloud BLOB archive storage for offsite copies of backup images Attachment A DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Technology Assessment Statement of Work # 31362 v 1.0 Orange County Government May 11, 2021 Rev. 09/20Q INSIGHT PROPRIETARY AND CONFIDENTIAL Page 2 of 10 • Technology requirements, recommendations and estimated high level costs for potential use of public cloud for disaster recovery 3.1.1. Scope and Approach Insight will perform the following Services: • Conduct a conference call project kick-off with client staff to discuss project scope, objectives, timeframes, and establish expectations o Review current technology infrastructure environments in scope (Unitrends data protection and Nutanix HCI) o Determine current challenges, SLAs, and strategic objectives o Confirm dates o Review proposed deliverable contents • Analyze current technology infrastructure o Insight to work with client contacts to provide binaries, and instructions to run data collection against selected environments o Client to run data collection tools to gather necessary data • Extract a backup of the internal database for the Unitrends Backup Appliance's PostgreSQL database • Compress and package all .sql files into one zip per system containing the data file and upload to Insight’s secure SmartFile portal • Run Mitrend Scanner targeting the client’s Nutanix Prism Central, to scan and collect data for all attached clusters • Compress and package all output files into one zip file and upload to Insight’s secure SmartFile portal o Data gathered will include: ▪ Configuration: • Alerts • Clusters • Disks • Hosts • Protection domains • Remote sites • Storage containers • Storage pools • Virtual disks • Virtual machines • Volume groups • High availability • Snapshots • Vstores ▪ Statistics: • Disk stats DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Technology Assessment Statement of Work # 31362 v 1.0 Orange County Government May 11, 2021 Rev. 09/20Q INSIGHT PROPRIETARY AND CONFIDENTIAL Page 3 of 10 • Host stats • Storage container stats • Virtual disk stats • Virtual machine stats • Storage pool stats • Volume group stats • Interview client’s IT administrator(s) to collect architectural information on the current data protection and HCI environments • Collect additional information regarding current environment as necessary to complete the analysis • Analyze the data collected, produce reports showing current state and identify any issues • Identify, analyze, and document key environmental metrics of the Unitrends data protection and Nutanix HCI infrastructure • Analyze data, identify risks, bottlenecks and/or architectural limitations, and document recommended solutions • Provide recommendations and roadmap for modernization and upgrades based on overall requirements o Documentation ▪ Provide documented deliverable of findings, and recommended next steps to include: • Current state documentation of the Unitrends data protection solution and Nutanix HCI clusters • Identify any risks the to the current state and provide a roadmap for improvements to better achieve SLAs • Estimated costs for potential use of public cloud BLOB archive storage for offsite copies of backup images • Technology requirements, recommendations and estimated high level costs for potential use of public cloud for disaster recovery 3.1.2. Location Performance of the Services will be remote. 3.2. Project Management Insight will provide the following project management and technical direction: Project Coordinator • Serve as the primary point of contact on all project issues, needs, and concerns • Provide resource management • Facilitate introduction kickoff call to review scope and project expectations • Manage Client expectations throughout the life of the project • Schedule and coordinate the necessary resources to support the project • Monitor, manage, and communicate changes to the project’s scope, budget, schedule, and resources; complete Change Request (CR) documentation as required; and obtain signed CRs for mutually agreed upon changes DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Technology Assessment Statement of Work # 31362 v 1.0 Orange County Government May 11, 2021 Rev. 09/20Q INSIGHT PROPRIETARY AND CONFIDENTIAL Page 4 of 10 • Facilitate closeout meeting, as needed 3.3. Deliverables Insight will provide the following Deliverables: Overall Project • Technology Assessment Presentation and Roadmap Project Management Project Coordinator • Communications/escalation contact list 3.4. Insight Responsibilities Insight is responsible for the following: 1. Insight will provide the applicable and necessary labor, supervision, maintenance, consultation, and/or materials to perform the Services and provide the Deliverables described in this SOW. For purposes of this SOW, “Deliverables” means any materials produced in the course of performing Services listed or specifically required to be delivered to Client under this SOW. 3.5. Client Responsibilities The estimated duration and associated fees presented in this SOW are based on the following Client Responsibilities. Should any element(s) of these be lacking during execution of Services, additional time, associated fees, and expenses may be required. Client is responsible for the following: 1. Client will provide resource(s) to run the Insight provided assessment data collection toolkits. 2. HTTPS connectivity with the Insight portal to upload collected information. 3. Client will be available for a short interview after initial analysis for any clarifications needed. 4. Client will provide a project contact with decision-making authority to support the scope of services described in this SOW and ensure the proper personnel are scheduled to review each completed Service or Deliverable upon notification of completion by Insight. 5. If applicable, Client will provide site contacts for each Client location. Each such contact will provide Insight with sufficient detail regarding his/her site, and will coordinate or perform required onsite work, as reasonably requested by Insight and Client IT, for the duration of the project. 6. Client will provide Insight the necessary access to internal experts, location(s), critical systems, applications, workspace, and equipment (telephones, LAN connectivity, printer access, passwords, keys, etc., as applicable) required at each field location to complete the project. Access to Client systems will be provided to Insight via either onsite direct access or remote/VPN access. If Client does not allow remote/VPN access to Client systems and remote work is necessary, then Client will make local resources available to be utilized by Insight to accommodate for this lack of access. If Client cannot provide access or local resources, then additional project duration, labor hours, travel expenses, and other costs may be incurred and due to Insight by Client. 7. Client will provide the necessary hardware, software, tools, and permits required for the successful completion of the project prior to Insight’s arrival. Further, Client is responsible for all licensing requirements to be compliant per their own agreements. 8. Client is responsible for all product and material, including distribution and transport of Client- owned product and material, unless otherwise specified in writing. Product and material are DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Technology Assessment Statement of Work # 31362 v 1.0 Orange County Government May 11, 2021 Rev. 09/20Q INSIGHT PROPRIETARY AND CONFIDENTIAL Page 5 of 10 defined as any items purchased, owned and/or provided by Client (or others) that Insight is required to use for fulfillment of any Services described herein. 9. Client is responsible for providing adequate and secure onsite storage for all Client-owned product and material unless otherwise specified in writing. 10. If applicable, Client will be responsible for: (a) back -up and/or data migration of existing data unless otherwise agreed to by Insight; (b) computer system and network designs; and (c) component selection as it relates to the performance of the computer system and/or the network. 11. Client is responsible for maintaining physical, electronic, and procedural controls to ensure the confidentiality, integrity, and availability of Client’s information on all applicable Client computing systems used to store or transmit Client’s information, in accordance with current applicable industry standards and best practices. 12. Client is responsible for managing and maintaining: (a) reasonable firewalls and, if appropriate, encryption; (b) regular back-ups of Client’s information; and (c) least-privileged- based access controls (including provisioning, de-provisioning, authentication, authorization, and accountability controls). 13. Client and its employees, contractors, and agents will: (a) cooperate with any reasonable request of Insight, (b) provide input throughout the project and will review progress at review meetings requested by Insight; and (c) provide Insight with access to all of Client’s in- formation, documentation and technology, necessary for Insight to perform the Services, including a list of all Client and third-party contacts necessary for Insight to do so. Such cooperation, input, access, and license are critical to this project, and Client’s representation at all review meetings is essential. If applicable, Insight is hereby granted and shall have a nonexclusive, royalty-free license, during the term of the Services, to access and use the Client Technology solely for the purposes of delivering the Services to Client. “Client Technology” shall mean any intellectual property owned by Client that will be used by Insight in performing the Services under this SOW. 3.6. Project-Specific Assumptions The estimated duration and associated fees presented in this SOW are based on the following assumptions. Should any element(s) of these be lacking during execution of the Services, additional time, associated fees, and expenses may be required. 1. Insight has no obligation to mount, affix, or otherwise fasten any cable, hardware, or other product to any building or structure (inside or outside), and Insight has no obligation to run cable above, under, behind, or through any ceiling, floor, or wall of any building or structure. If such services are requested by Client, such services may be performed by Insight only to the extent permitted by applicable law and will be subject to a Change Request for additional services. 2. Each party agrees that personnel will not be asked to perform, nor volunteer to perform, engineering and/or consulting tasks that lie outside the skill sets and experience of personnel. Personnel have the right to decline a service request if the request falls outside their scope of experience and expertise. 3. The following are considered out-of-scope and are not part of the Services: a. Formal user training b. Unitrends and Nutanix remediation or upgrade services c. All tasks and items not specifically identified as an Insight responsibility or in-scope are considered out-of-scope and are a Client responsibility 3.7. Change Request Procedure If either party identifies alterations to the scope of work in this SOW, including Deliverables, hours needed to complete work, milestones and related pricing, it shall be brought to the attention of the DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Technology Assessment Statement of Work # 31362 v 1.0 Orange County Government May 11, 2021 Rev. 09/20Q INSIGHT PROPRIETARY AND CONFIDENTIAL Page 6 of 10 other party’s management by completing and submitting a Change Request Form. A Change Request Sample is included as an attachment. Change Request Forms are proper in the following examples as well as other situations identified by the Parties: • Changes to environment, scope, management, performance of projects (regular and special), milestones, tasks, systems, service levels • Additional resources, scope, projects, new services, tasks • Changes to management and control of hardware and software • Adjustments to baselines, assets, volumes, or other areas where change over time results in the need to adjust pricing • Additions, deletions, and/or changes to sites where services are provided or the nature of services provided at a site Each party’s respective management will review the Change Request Form to determine whether a modification to the scope is necessary and what effect the implementation of such a change may have on the project. If any such change causes an increase or decrease in the cost or time required for performance of the work, the price and/or delivery schedule shall be equitably adjusted and identified within the Change Request Form. Estimated turnaround time for such determination is 5 days. If both parties mutually agree to implement the change in scope, the Change Request Form will be incorporated into this SOW as an addendum when signed by authorized representatives of both parties. If Insight believes an operational change is required and Client does not agree to the change (or the applicable change request), Insight will be relieved of any affected service levels. Any additional resources or costs expended or incurred to address the failure to make the change will be treated as an additional service. Notwithstanding the foregoing, Insight may make changes to the Services, the standards, operation procedures, allocation and quantity of system resources used, and administrative processes that do not have a material adverse effect on the service levels or cause an increase to the fees without the consent of Client. Note: When the Agreement expires, no Change Requests for additional services will be accepted. 4. SCHEDULE 4.1. Start Date The project start date will be mutually determined upon receipt of this signed SOW and, if applicable, a valid Purchase Order (PO). A minimum lead time of 10 business days from receipt of both documents may be required for scheduling purposes. If Client causes any delays to the delivery start date, which was agreed upon by both parties in writin g (email is acceptable), Client will incur additional fees based upon such delay, including but not limited to, travel expenses already incurred, if any, and/or other equitable relief as a remedy for such delay. The delays and charges will be defined and communicated through the Change Request process described in this SOW. Services will be performed over a consecutive timeframe unless otherwise provided herein. If Client requests or causes a change in the schedule that prohibits Services from being delivered in a consecutive timeline, an additional lead time of 10 business days (from written confirmation to resume Services) may be required, new resources may be assigned, and there may be additional fees. 4.2. Estimated Duration The Services’ duration will be approximately 2-3 weeks. DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Technology Assessment Statement of Work # 31362 v 1.0 Orange County Government May 11, 2021 Rev. 09/20Q INSIGHT PROPRIETARY AND CONFIDENTIAL Page 7 of 10 5. PRICING/INVOICING 5.1. Fixed Fee Client shall pay Insight the fixed fee of $8,160.00. The total amount paid to Insight will not exceed the total fixed fee without the prior written approval of Client. Client will reimburse Insight for travel expenses, if any are required. The fixed fee is based on the following: Services Category Insight List Price Minimum Contract Discount Maximum Contract Price Actual Fixed Fee Consulting Services (Technology Assessment) $9,600.00 15% $8,160.00 $8,160.00 Total Fixed Fee $8,160.00 5.1.1. Invoicing Insight will invoice Client monthly for Services performed based upon a percentage complete plus any travel-related expenses and taxes incurred (if applicable). 5.2. Pricing Notes 1. Pricing is valid for 30 days from the date of this SOW. 2. Pricing and estimated time to complete this engagement are based upon Client providing necessary access to internal experts, location(s), all critical systems, applications, and hardware required to complete the project. 3. Insight is not responsible for delays or repeated tasks caused by factors outside Insight’s control. These factors include, but are not limited to, availability of Client personnel, equipment, and facilities. 6. SPECIAL TERMS AND CONDITIONS 6.1. Project Kickoff A project kickoff meeting will be held to review project expectations, discuss IT infrastructure design, discover any possible problems/risks, and formulate an appropriate plan (including a firm engagement schedule and downtimes). 6.2. Business Hours Work will be performed during normal business hours unless otherwise mutually agreed upon. Normal business hours are defined as an 8-hour day, Monday through Friday, excluding designated Insight Holidays. 6.3. Travel Expenses If applicable, travel-related expenses will be billed at actual cost; customary expenses include, but are not limited to airfare, taxi, hotel, car rental, daily per diem rate of $100.00, and miscellaneous transportation costs (gasoline, parking, tolls, etc.). DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Technology Assessment Statement of Work # 31362 v 1.0 Orange County Government May 11, 2021 Rev. 09/20Q INSIGHT PROPRIETARY AND CONFIDENTIAL Page 8 of 10 6.4. Constraints Work that is not included in the Scope section is considered to be out of scope. Any out-of-scope work must be verified and pre-authorized by Insight prior to commencement through the Change Request process. 6.5. Acceptance After Insight delivers a Service or Deliverable to Client, if such Service or Delivera ble does not substantially conform to the requirements in the applicable SOW, then Client must provide Insight with written notice adequately detailing such non-conformance no later than 5 days following the date such Service or Deliverable was provided to Client. If Client fails to provide notice within this 5-day period, the Service and Deliverable will be deemed accepted. 6.6. Reference Insight may use the Services as a reference for external purposes. This may include verbal endorsements, printed advertisements, and other marketing references to prospective customers and third parties. Any reference activity will be mutually agreed upon in writing by Insight and Client. 6.7. Case Study Insight may ask Client to serve as an account case study for Insight. If Client agrees, Insight will prepare a marketing release for publication of non-confidential aspects of the Services (to be reviewed in advance by Client), in conjunction with Client’s name. 6.8. Intellectual Property Insight retains all right, title and interest in, without limitation, any works of authorship, know-how, or any invention, device, process, method, development, design, specifications, technique, apparatus, reports, schematic or technical information (whether patentable or not), documentation, software or enhancements, improvements, alterations, interfaces, workflows, and best practices developed, invented, created or reduced to practice by Insight (“Insight IP”) which may be used in carrying out the Services, including any modifications or improvements made to Insight IP during or as a result of the Services to be performed under this Agreement. Upon payment in full of all amounts due Insight, all works of authorship developed, invented or created by Insight specifically for Client in accordan ce with the details specified in the applicable SOW as part of the Services performed by Insight and as more particularly described in a SOW to this Agreement ("Work Product"), except for any Insight IP contained within such Work Product, shall be owned by Client. Insight hereby grants Client a worldwide, non-exclusive, royalty-free, perpetual, without the right of sublicense, license to use Insight IP in the course of Client’s internal, business operations. 7. DOCUMENT MANAGEMENT Title Party Name Project Sponsor Orange County Government Jim Northrup Solutions Executive Insight Molly Harper Technical Approver Insight Chris Spragg Service Leaders Insight Scott Sciaretta and Lee Whitaker Scope and Price Insight John Meyer Contract Specialist Insight Virginia Foster DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Technology Assessment Statement of Work # 31362 v 1.0 Orange County Government May 11, 2021 Rev. 09/20Q INSIGHT PROPRIETARY AND CONFIDENTIAL Page 9 of 10 8. SIGNATURE BLOCK By signing below, the undersigned agree they are bound by the terms of this SOW and the Agreement. Insight Client By: Authorized Representative By: Authorized Representative Print Name: Print Name: Title: Title: Date: Date: The following section must be completed before this SOW can be processed: Invoicing Procedures: 1. Method (Client to select one option below): ☐ Mail Invoice – Hard copy invoice will be mailed to: Company Full Name: Address: Attention: Accounts Payable or: Accounts Payable Contact: Phone: ☐ Email Invoice – Invoice copy will be sent electronically via email to: 2. PO Process (Client to select one option below): ☐ Client issues system-generated POs or internal reference numbers for service engagements. Please fill in the PO Number below and attach a hard copy of the PO to this signed SOW. Note: Services cannot be performed until a hard copy of the PO is received, or Billing Reference is provided. PO Number: PO Release Number (if applicable): Internal Billing Reference Number/Name: ☐ Client does NOT issue system-generated PO for service engagements. Accordingly, performance of and payment for any Services under this SOW do not require, and are not contingent upon, the issuance of any PO or other similar document. DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 Technology Assessment Statement of Work # 31362 v 1.0 Orange County Government May 11, 2021 Rev. 09/20Q INSIGHT PROPRIETARY AND CONFIDENTIAL Page 10 of 10 9. ATTACHMENT – CHANGE REQUEST SAMPLE CHANGE REQUEST FORM CHANGE REQUEST # Client Original Project Name Original SOW Number Insight Services Manager Client Project Sponsor Request Date Purchase Order to Apply to Changes: State/Federal Contract Reference (if applicable) Change Request Summary Original Scope Task Reason for Change Description of Change Project Schedule Project Pricing Deliverables Signatures This is a sample CR - not for execution. DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 05/17/2021 Marsh USA Inc. 2325 E. Camelback RoadSuite 600Phoenix, AZ 85016 CN101234622-STND-GAUWP-21-22 Great Northern Insurance Company Federal Insurance Company Sentry Insurance A Mutual Co Sentry Casualty Company Endurance American Insurance Company 10641 28460 24988 20281 20303 Insight Public Sector, Inc. 6820 S. Harl AvenueTempe, AZ 85283 LOS-002547405-00 0 Attn: Phoenix.CertRequest@marsh.com X X X X X 3606-77-62 04/15/2021 04/15/2022 1,000,000 10,000 1,000,000 1,000,000 A X X X X 7362-08-62 04/15/2021 04/15/2022 1,000,000 B X X 7819-44-10 04/15/2021 04/15/2022 1,000,000 1,000,000 D C N 90-05749-04 (MA, WI, HI) 90-05749-03 (AOS) 04/15/2021 04/15/2021 04/15/2022 04/15/2022 1,000,000 1,000,000 1,000,000 E Technology E&O and Cyber PRX10010993104 04/15/2021 04/15/2022 Aggregate Per Claim 10,000,000 10,000,000 2,000,000 2,000,000 X A Orange County Government Kenneth Chau of Marsh USA Inc. 131 W MARGARET LN HILLSBOROUGH, NC 27278 DocuSign Envelope ID: 0CDC9D0A-E5D0-4A30-8BB9-83E7961EC2E2