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HomeMy WebLinkAbout2023-261-E-IT Dept-NWN Corporation-Cisco DUO Multifactor Authentication licensing and technical supportRevised 04/23 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 12th day of June, 2023 by and between ORANGE COUNTY (hereinafter referred to as “County”) and NWN Corporation (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated 29 June 2022, (hereinafter the “Original Agreement”), for the provision of services for Cisco DUO multifactor authentication software; and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of 7/22/2024. 2. Exhibit A to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: Renewal of licensing and technical support for Cisco DUO multi-factor authentication for another year – term 7/23/2023 to 7/22/2024. 3. Article 5, Section A is amended to reflect a maximum payable not-to-exceed amount of $95,999.00 (in addition to original amount for Year 1 of $86,904.00). 4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ __________________________________ Bonnie Hammersley Michael Hansil County Manager Vice President of Engineering DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD 6/12/20236/20/2023 Revised 04/23 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: NWN Corporation Vendor Contact Person: Michael Hansil Phone: 704-451-1606 Address: 7025 Albert Pick Rd City Greensboro State: NC Zip: 27409 Department: IT Amount: $95,999.00 Purpose: Cisco DUO Multifactor Authentication licensing and technical support Budget Code(s): 10315020-625010 Vendor # 40081 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes X No Contract Details Contract Type: New X Amendment (Original Contract: 29 June 2022) (Most Recent Amendment ) Effective Date 12 June 2023 End Date 22 July 2024 Notice Date (Notice Purpose ) Award X Approved by Board (Agenda Date: 6 June 2023); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirma tion 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. Services related to this agreement have already begun or been completed. Description of the nat ure of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services 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 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: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD 6/14/2023 6/14/2023 6/14/2023 6/20/2023 Revised 04/23 DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD Q-101897 1 Q-101897 Date: April 13, 2023 Opportunity Name: RENEWAL:CISCO DUO SUB915045 Opportunity Number: OP-77643 Account Name: Orange County Government - HQ @ Hillsborough, NC NWN Carousel Primary Contact: David Mathias Sales Rep: Ben Smith Contact Phone: 919-245-2272 Sales Rep Phone: (336) 217-1341 Contact Email: dmathias@orangecountync.gov Sales Rep Email: ben.smith@nwncarousel.com BILL TO SHIP TO Orange County Government - HQ @ Hillsborough, NC Orange County Government - HQ @ Hillsborough, NC P O Box 8181 131 W MARGARET LN, STE 300 Hillsborough, NC Hillsborough, NC 27278 27278 Product 131 W MARGARET LN STE 300HILLSBOROUGH NC 27278 # ITEM DESCRIPTION QTY UNIT PRICE** EXT. TOTAL 1. DUO-ACCESS Standard Cisco Duo Access edition Sub915045 Coverage Date: 7/23/2023 - 7/22/2024 1700 $4.71 $95,999.00 Total: $95,999.00 Financial Summary ITEM TOTAL Quote Sub-Total: $95,999.00 Recurring Ext. Total: $95,999.00 Annual Recurring Ext. Total: $95,999.00 Statement of Confidentiality This quote has been developed by NWN Carousel and is NWN Carousel’s proprietary trade secret and business confidential information. This quote may not be released to another vendor, business partner or contractor without prior written consent from NWN Carousel. Additional Information Please note that pricing is Valid until 5/28/2023. Exhibit ADocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD Q-101897 2 Terms and Conditions This Quote is presented to you by NWN Corporation (“NWN”) and Carousel Industries of North America, LLC (“Carousel”) (collectively, “NWN Carousel’). The pricing contained in this Quote is valid for thirty (30) days from the date of issue. Applicable taxes and freight charges will be applied to the final invoice and Customer shall be billed in accordance with the terms outlined above. For purposes of calculating Taxes, Customer’s location will be set to Customer’s service address or billing address (if the service address is unknown) unless Customer specifically notifies NWN Carousel in writing that it intends to use the services at another/additional valid physical location(s). NWN Carousel reserves the right to reject any request to treat an alternative physical location as Customer’s service address if NWN Carousel discovers that the address is invalid or otherwise inaccurate. If NWN Carousel must pay for any additional Taxes, Imposition and associated interest and/or penalties arising from Customer’s provision of erroneous location data, Customer shall promptly reimburse NWN Carousel for the same within fourteen (14) days of demand by NWN Carousel. Further, Customer shall be responsible for notifying NWN Carousel in the event of any change to service address(s). The payment frequency set forth above details the timing and amount of the charges due under this Quote. One-Time Product charges, including hardware and software, will be invoiced in full at time of shipment. Where applicable, unless Customer notifies NWN Carousel in writing at least ninety (90) days prior to the subscription renewal date, Customer’s subscription term will automatically renew on annual terms. This Quote and any applicable Products or Services purchased hereunder are subject to either (i) the applicable mutually executed Master Products and Services Agreement or Master Services Agreement that authorizes the purchase(s) herein between NWN Carousel and Customer; or (ii) where NWN Carousel and Customer have not executed such an agreement, the terms and conditions set forth at the NWN Master Agreement or Carousel Master Agreement, located at https://nwncarousel.com/master-agreement/ shall apply (the online terms and conditions and the applicable agreement shall each be deemed the “Agreement”). This Quote is additionally subject to the applicable: (i) service descriptions set forth at https://nwncarousel.com/service-descriptions, (ii) the third party terms set forth at https://nwncarousel.com/third-party-eula-tos-warranty/, and (iii) the compliance policies and terms set forth at https://nwncarousel.com/compliance/ and such terms are incorporated by reference into this Quote. For the avoidance of doubt, in the event of any conflict between the terms of this Quote and the Agreement, the terms of the Agreement shall prevail. To the extent the name of the Agreement does not correspond with those referenced above but authorizes Customer to purchase Products or Services from NWN Carousel, those agreements shall additionally be deemed Agreements for the purposes of this Quote. Any terms not defined in this Quote shall be set forth in the Agreement. Unless otherwise prohibited, in the event a product return by Customer triggers NWN Carousel’s vendors to impose restocking fee(s) to process such return, NWN Carousel may, in its sole discretion, impose equivalent restocking fee(s) on customer. In the event Customer does not execute this Quote and only places a Purchase Order, such Purchase Order is deemed acceptance of the terms of this Quote and any additional or different terms in such Purchase Order will not bind NWN Carousel without its written consent to amend the terms of the Quote. Provided no additional or different terms are contained in a Purchase Order, NWN Carousel may reject a Purchase Order in its sole discretion within two (2) business days from its receipt and after which time such Purchase Order is deemed accepted (an “Accepted Purchase Order”). In the event Customer chooses to place a Purchase Order rather than signing this Quote, the date of the Accepted Purchase Order shall be considered the Effective Date. DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD 05/08/2023 RSC Insurance Brokerage, Inc. 750 Third Ave 15th Floor New York NY 10017 April Ruiz aruiz@krautergroup.com NWN Corporation 659 South County Traill Exeter RI 02822 Hartford Fire Insurance Co 19682 Hartford Casualty Insurance Co 29424 Hartford Ins Co of the Midwest 37478 Indian Harbor Insurance Company CL235446255 A 08 UUN BB6213 05/07/2023 05/07/2024 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 B Comp$1,000 Coll$1,000 08UENBB6262 05/07/2023 05/07/2024 1,000,000 B 10,000 08XHUBB5564 05/07/2023 05/07/2024 13,000,000 13,000,000 C N 08WBAS3SJK 05/07/2023 05/07/2024 1,000,000 1,000,000 1,000,000 D Primary Tech E&O/Cyber Liability MTP9043167 02 05/07/2023 05/07/2024 Per Occ/Aggregate Limit:$5,000,000 Retention:$500,000 This certificate is issued as evidence of insurance coverage only. Orange County NC 131 West Margaret Lane Hillsborough NC 27278 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) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD NWN CorporationRSC Insurance Brokerage, Inc. 25 Certificate of Liability Insurance: Notes Coverage: Business Auto (MA Only) Policy #08UENBB6381 Term: 5/7/2023-5/7/2024 Carrier: Hartford Casualty CSL: $1,000,000 Coverage: Excess Tech E&O/Cyber Liability Policy #0313-8251 Term: 5/7/2023-5/7/2024 Carrier: Allied World Specialty Insurance Company Limit: $5,000,000 Per Occ/Aggregate Coverage: Excess Tech E&O/Cyber Liability Policy #EOL-240366 Term: 5/7/2023-5/7/2024 Carrier: Crum & Forster Specialty Insurance Company Limit: $5,000,000 Per Occ/Aggregate ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD Revised 06/21 1 [Departmental Use Only] TITLE NWN/DUO FY 23 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 29th day of June, 2022, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and NWN Corporation, (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): Software maintenance and technical support for Cisco DUO multi-factor authentication software for Orange County (per Attachment A) 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: F3CA61B5-1A08-4308-BF63-50C1F0925E02DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD Revised 06/21 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: F3CA61B5-1A08-4308-BF63-50C1F0925E02DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD Revised 06/21 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): Software maintenance and technical support for Cisco DUO multi-factor authentication software. DUO protects networks/applications by using a second source of validation, like a phone or token, to verify user identity before granting access. 4. Duration of Services a. Term. The term of this Agreement shall be from 7/23/2022 to 7/22/2023. 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 7/23/2022. 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 eighty-six-thousand-nine-hundred- four and no/100 Dollars ($86,904.00) (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 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 DocuSign Envelope ID: F3CA61B5-1A08-4308-BF63-50C1F0925E02DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD Revised 06/21 4 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. 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 DocuSign Envelope ID: F3CA61B5-1A08-4308-BF63-50C1F0925E02DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD Revised 06/21 5 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, on the list created by the State Treasurer pursuant to G.S. 147-86.81. DocuSign Envelope ID: F3CA61B5-1A08-4308-BF63-50C1F0925E02DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD Revised 06/21 6 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 or 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 or 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. 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 DocuSign Envelope ID: F3CA61B5-1A08-4308-BF63-50C1F0925E02DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD Revised 06/21 7 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 NWN Corporation P.O. Box 8181 271 Waverly Oaks Road Hillsborough, NC 27278 Waltham, MA 02452 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: F3CA61B5-1A08-4308-BF63-50C1F0925E02DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD Revised 06/21 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: __________________________________ Jack Lodge, Executive Vice President of Customer Success, NWN Corporation Printed Name and Title DocuSign Envelope ID: F3CA61B5-1A08-4308-BF63-50C1F0925E02 6/29/20226/30/2022 DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD Revised 06/21 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: NWN Corporation Party/Vendor Contact Person: Jack Lodge Contact Phone: 781-788-4475 Party/Vendor Address: 271 Waverley Oaks Road City Waltham State: MA Zip: 02452 Department: IT Amount: $86,904.00 Purpose: DUO multi-factor authentication annual maintenance Budget Code(s): 10315020-625010 Vendor # 67127 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 29 June 2022 Approved by Board Yes No Agenda Date: --- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No 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 relat ed to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A 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: F3CA61B5-1A08-4308-BF63-50C1F0925E02 6/29/2022 6/29/2022 6/29/2022 6/30/2022 6/30/2022 DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD Q-72025 1 Q-72025 Opportunity Name: OrangeCoGvt: DUO Renewal Sales Out Contract Number: Opportunity Number: OP-51997 Date: June 24, 2022 Account Name: Orange County Government NWN Carousel Primary Contact: David Mathias Sales Rep: Ben Smith Contact Phone: 919-245-2272 Sales Rep Phone: (336) 217-1341 Contact Email: dmathias@orangecountync.gov Sales Rep Email: bsmith@nwnit.com BILL TO SHIP TO Orange County Government Orange County Government PO Box 8181 131 W MARGARET LN # 300 Hillsborough, NC HILLSBOROUGH, NC 27278 27278-2547 Cisco DUO MFA # PART DESCRIPTION QTY UNIT PRICE** EXT. TOTAL 1. DUO-SUB Cisco Systems : Cisco Duo subscription 1 $0.00 $0.00 2. DUO-ACCESS Standard Cisco Duo Access edition 1700 $4.26 $7,242.00 3. SVS-DUO-SUP-B Cisco Systems : Cisco Duo Basic Support 1 $0.00 $0.00 Total: $7,242.00 **The Monthly/Unit Price shown above has been rounded to two decimal places for display purposes. As many as eight decimal pl aces may be present in the actual price. The totals for this order were calculated using the actual price, rather than the Monthly/Unit Price displayed above, and are the true and binding totals fo r this order Subscription Term (Months): 12 Quote Sub-Total: $86,904.00 Billing Terms: Tax Rate: 7.5% Annual Subscription Charge: $86,904.00 Estimated Tax: Total One-Time Charge: $86,904.00 Estimated Shipping: na Total Recurring Charge: Terms and Conditions This quote is valid for 30 days from June 24, 2022. Applicable taxes and freight charges will be applied to the final invoice. Al l other Terms and Conditions are included in the Master Services Agreement or Proposal document. NWN will invoice customer for Non-Recurring Components, First Year Annual Components, and First Year Monthly Components upon Contract Signing. Unless otherwise prohibited by contract, in the event of a product return by customer and NWN's vendors accordingly impose a restocking fee to process such return, NWN may, in its sole discretion, impose an equivalent restocking fee on custome r. Additional Information This quote conforms to state contract 204X Subscription July 23, 2022 to July 22, 2023 Attachment ADocuSign Envelope ID: F3CA61B5-1A08-4308-BF63-50C1F0925E02DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD 06/29/2022 RSC Insurance Brokerage, Inc. 750 Third Ave 15th Floor New York NY 10017 April Ruiz aruiz@krautergroup.com NWN Corporation 271 Waverley Oaks Road Ste. 100 Waltham MA 02452 Hartford Fire Ins Co 19682 Hartford Casualty Insurance Co 29424 Hartford Ins Co of the Midwest 37478 Indian Harbor Insurance Company 36940 CL225571217 A 08 UUN BB6213 05/07/2022 05/07/2023 1,000,000 300,000 10,000 1,000,000 2,000,000 2,000,000 B Comp$1000 Coll $1000 08UENBB6262 05/07/2022 05/07/2023 1,000,000 B 10,000 08XHUBB5564 05/07/2022 05/07/2023 13,000,000 13,000,000 C N 08WBAS3SJK 05/07/2022 05/07/2023 1,000,000 1,000,000 1,000,000 D Primary Tech E&O/Cyber Liability MTP9043167 01 05/07/2022 05/07/2023 Aggregate Limit:$5,000,000 This certificate is issued as evidence of insurance coverage only. Orange County NC 131 West Margaret Lane Hillsborough NC 27278 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) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY DocuSign Envelope ID: F3CA61B5-1A08-4308-BF63-50C1F0925E02DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD NWN CorporationRSC Insurance Brokerage, Inc. 25 Certificate of Liability Insurance: Notes Coverage: Business Auto (MA Only) Policy #08UENBB6381 Term: 5/7/2022-5/7/2023 Carrier: Hartford Casualty CSL: $1,000,000 Coverage: Excess Tech E&O/Cyber Liability Policy #652336994 Term: 5/7/2022-5/7/2023 Carrier: C N A– Continental Casualty Company Limit: $5,000,000 Aggregate Coverage: Excess Tech E&O/Cyber Liability Policy #EOL-237954 Term: 5/7/2022-5/7/2023 Carrier: Crum & Forster Specialty Insurance Company Limit: $5,000,000 Aggregate ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: DocuSign Envelope ID: F3CA61B5-1A08-4308-BF63-50C1F0925E02DocuSign Envelope ID: 82354E9A-87DC-4059-B0E0-A27F2CD34ADD