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HomeMy WebLinkAbout2023-601-E-IT Dept- XenTegra-GOV-KeepIt for Microsoft 365 support and maintenanceeRevised 04/23 1 [Departmental Use Only] TITLE Xentegra/KeepIt FY 24 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 19th day of October, 2023, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and XenTegra-GOV, LLC, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Software maintenance and technical support for KeepIt for Microsoft 365 software. 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: 90C10699-691E-4C04-A0DB-19D39E1C4520 Revised 04/23 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) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. 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. 3. Basic Services DocuSign Envelope ID: 90C10699-691E-4C04-A0DB-19D39E1C4520 Revised 04/23 3 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 the application listed in the Scope of Work section (see also attached quote). 4. Duration of Services a. Term. The term of this Agreement shall be from 1 November 2023 to 31 October 2024. 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 1 November 2023. 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 sixty-three-thousand-nine-hundred- eighty-four and 96/100 Dollars ($63,984.96) (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 (Sonia Ensenat) 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 DocuSign Envelope ID: 90C10699-691E-4C04-A0DB-19D39E1C4520 Revised 04/23 4 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 by North Carolina due to events directly impacting Orange County. Both parties shall DocuSign Envelope ID: 90C10699-691E-4C04-A0DB-19D39E1C4520 Revised 04/23 5 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 Count y 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. 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 DocuSign Envelope ID: 90C10699-691E-4C04-A0DB-19D39E1C4520 Revised 04/23 6 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 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 DocuSign Envelope ID: 90C10699-691E-4C04-A0DB-19D39E1C4520 Revised 04/23 7 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:Sonia Ensenat XenTegra-GOV, LLC P.O. Box 8181 PO Box 1954 Hillsborough, NC 27278 Huntersville, NC 28078 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: 90C10699-691E-4C04-A0DB-19D39E1C4520 Revised 04/23 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: __________________________________ Drew Hill, Chief Financial Officer Printed Name and Title DocuSign Envelope ID: 90C10699-691E-4C04-A0DB-19D39E1C4520 10/22/202310/23/2023 Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: XenTegra-GOV, LLC Vendor Contact Person: Drew Hill Phone: 704-975-2459 Address: PO Box 1954 City Huntersville State: NC Zip: 28070 Department: IT Amount: $63,984.96 Purpose: KeepIt for Microsoft 365 support and maintenancee Budget Code(s): 61370035-897229-30007 Vendor # 61694 Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 19 October 2023 End Date 31 October 2024 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); 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 Affirmation 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 prio r to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature 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 D ocusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 90C10699-691E-4C04-A0DB-19D39E1C4520 10/23/2023 10/23/2023 10/23/2023 10/23/2023 10/23/2023 Revised 04/23 10 DocuSign Envelope ID: 90C10699-691E-4C04-A0DB-19D39E1C4520 DATE:10/11/2023 Quotation #:000015476 Customer ID:50111242 Billing Contact: Accounts Payable Billing Email: XenTegraAP@xentegra.com Billing Address:Shipping Address:Expiration Date: 10/31/2023 Orange County Government Prepared by:Derek Murr 405 Meadowlands Drive 405 Meadowlands Drive Hillsborough, NC 27278 Hillsborough, NC 27278 919-245-2272 919-245-2272 TERMS FOB Net 30 Destination Qty DESCRIPTION MSRP UNIT PRICE DISCOUNT EXTENDED UNIT PRICE EXTENDED PRICE 1300 $ 54.72 38% $ 33.93 $ 44,104.32 1300 $ 28.32 46% $ 15.29 $ 19,880.64 SUBTOTAL $ 63,984.96 TAX RATE 0.00% SALES TAX - OTHER - TOTAL 63,984.96$ Accepted By: Signature Title Date *Sales tax & shipping will be added at time of invoice if applicable; If your organization is tax exempt please provide tax exemption certificate. Accounts Payable Contact Title Phone Email Printed Name KeepIt for Microsoft 365 - Full License 1 yr term, billed annually License term 11/1/2023 through 10/31/24 KeepIt for Azure AD Advanced 1 yr term, billed annually License term 11/1/2023 through 10/31/24 All Sales are Final Orange County Government Quotation XenTegra-GOV, LLC P.O Box 1954 Huntersville, NC 28078 Billing Phone 866.343.9374 ext 4 Page 1 Attachment ADocuSign Envelope ID: 90C10699-691E-4C04-A0DB-19D39E1C4520 Terms and Conditions The terms and conditions of sale contained herein (the “Terms”) shall apply to all quotations, statement of work or similar document (each a “Quote”) delivered by XenTegra-GOV, LLC (“XenTegra”) to a customer (“Customer”). The offer and sale of the goods and services set forth in the Quote is conditioned upon either XenTegra accepting in writing (including via email) a purchase orders ("Order") submitted by a Customer or delivering the goods or services set forth in an Order submitted by Customer. These Terms may in some instances conflict with the terms and conditions affixed to an Order or other procurement documents issued by Customer or oral and written exchanges between the parties. In all such cases, except if included in a written acknowledgement (including via email) by XenTegra, these Terms herein shall govern and prevail. None of Customer’s conditions of purchase shall apply. These Terms and any Quote made by XenTegra constitute the entire contract between the parties hereto with respect to price, work, material, goods, and services specified herein. Verbal instructions or agreements relative to, or altering these Terms or any Quote in any way, will not be recognized, and no changes shall be made except to the extent approved in writing (including via email) by XenTegra. Payment Terms: Payment terms are net thirty (30) days from invoice date unless custom net terms are provided by XenTegra in a Quote. Customer agrees to pay on time, unless prior arrangement has been made in writing with XenTegra. XenTegra may suspend or terminate future obligations or services until payment has been made on prior invoices. Overdue accounts are subject to interest and service charges of 1.5% per month plus collection fees. All charges and fees to be paid by Customer are exclusive of any applicable sales, use, excise or services taxes. All discrepancies regarding pricing shown on invoices shall be brought to XenTegra’s attention within fifteen (15) days of invoice date. Invoice amount shown shall be accepted and paid in full by Customer if not disputed within fifteen (15) days. Discrepancies arising after fifteen (15) days of invoice date shall not affect past invoices. All payments which are returned or dishonored will be subject to a $40 fee. In the event Customer terminates its relationship with XenTegra for any or no reason prior to the agreed upon term set forth in the Quote, the Customer shall promptly pay to XenTegra an amount equal to (a) any unpaid fees attributable to the period up to and including the date of termination, and (b) the aggregate of the fees that would have been payable from the date of termination until the date that XenTegra was no longer obligated to perform the services or provide the goods were it not for such termination. The amount due to XenTegra shall be paid by Customer within ten (10) days after the date of termination. Customer agrees to reimburse XenTegra for any expenses XenTegra may incur, including reasonable attorneys’ fees, associated with collecting amounts owed hereunder. Warranty and Limitation: EXCEPT AS PROVIDED HEREIN, XENTEGRA MAKES NO WARRANTIES, EITHER EXPRESS OR IMPLIED. XENTEGRA EXPRESSLY DISCLAIMS ANY IMPLIED WARRANTIES OR ANY WARRANTY OF MERCHANTABILITY OR FITNESS FOR ANY PARTICULAR USE OR PURPOSE AND EXPRESSLY DISCLAIMS ANY WARRANTY AS TO THE GOODS SOLD OR THE PERFORMANCE OF ANY SERVICES. XENTEGRA SHALL NOT BE LIABLE FOR ANY CONSEQUENTIAL, SPECIAL OR INDIRECT DAMAGES OR FOR LOSS OR DAMAGE DIRECTLY OR INDIRECTLY ARISING FROM THE GOODS SOLD OR SERVICES PROVIDED BY XENTEGRA. IN ANY CASE AND WITHOUT LIMITING THE FOREGOING, THE ENTIRE LIABILITY OF XENTEGRA FOR ALL DAMAGES OF EVERY KIND AND TYPE (WHETHER SUCH DAMAGES ARISE IN CONTRACT, TORT (INCLUDING NEGLIGENCE) OR OTHERWISE) SHALL BE LIMITED TO THE AMOUNT PAID BY CUSTOMER TO XENTEGRA IN THE THREE (3) CALENDAR MONTHS IMMEDIATELY PRIOR TO THE DAMAGES ARISING. Additional Terms and Conditions for Consulting Hours (if applicable): Hours in the Quote will be invoiced as they are consumed and are billed on a bi- weekly basis. Any unused hours will remain available at the same rate listed on the Quote for a period of twelve (12) months from the date of an Order. Any unused hours at the end of the stated period will be cancelled and a new Quote can be provided based on then current rates. Professional services provided outside of normal business hours will be charged at one and a half times (1.5x) the normal rate for any after-hours work. Normal business hours are between 8:00 AM Eastern Time and 6:00 PM Eastern Time. Consulting Services Cancellation Policy (if applicable): XenTegra will assign consulting resources based on a mutually agreed timeline. Since XenTegra will commit consulting resources based on the established schedule (reserving consultants from other projects), XenTegra requires at least three (3) business days' prior notice for any unplanned changes or cancellations to the schedule. XenTegra reserves the right to bill for 4 hours (1/2 day) at the established hourly rate upon failure to provide the required notice for a cancellation or reschedule. Travel Expenses: If applicable, any travel expenses will be submitted to Customer for reimbursement (including copies of receipts) using standard IRS guidelines for expenses. XenTegra will endeavor to select reasonably priced airlines, hotels, meals, and other expenses. Miscellaneous: Customer warrants that the information Customer provides to XenTegra is accurate and complete and that Customer is authorized to accept the Quote and these Terms. If a counter-signed Sale and Licensing Agreement is in place between the XenTegra and Customer, the terms of the Sale and Licensing Agreement will control. XenTegra may discontinue, suspend or modify its services, any feature included in its services, or the availability of its services at any time and without notice to Customer. Customer shall have no intellectual property rights in XenTegra’s services or property or XenTegra’s trademarks and brand features or in the material and images contained on XenTegra’s websites. This writing and the Quote constitute the full, complete and final statement of XenTegra’s obligations. All prior oral and written correspondence regarding the services or goods offered by XenTegra are merged in this writing and extinguished by it. XenTegra’s failure at any time to enforce any of the terms and conditions stated herein shall not constitute a waiver of any of the provisions herein. XenTegra’s headquarters is in North Carolina, and consequently these Terms and the Quote shall be governed by and construed in accordance with the laws of the State of North Carolina. You shall not assign these Terms or the Quote. Further if any portion of these Terms or the Quote shall be invalid it shall not have the effect of invalidating any other portion of these Terms or the Quote. ANY CONTROVERSY OR CLAIM ARISING OUT OF OR RELATING TO THESE TERMS OR THE QUOTE, OR A BREACH HEREOF, SHALL BE SETTLED BY ARBITRATION ACCORDING TO THE COMMERCIAL ARBITRATION RULES OF THE AMERICAN ARBITRATION ASSOCIATION TO BE HEARD BY ONE ARBITRATOR IN MECKLENBURG COUNTY, NORTH CAROLINA. Judgment upon the arbitrator’s award may be entered in any court having jurisdiction thereof. Revisions XenTegra may revise the amount of the set forth in the Quote in the event the scope of work or requested changes. XenTegra may revise and update these Terms from time to time in our sole discretion. Page 2 DocuSign Envelope ID: 90C10699-691E-4C04-A0DB-19D39E1C4520 INSR ADDL SUBR LTR INSR WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) COMMERCIAL GENERAL LIABILITY AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE INSURER(S) AFFORDING COVERAGE NAIC # Y / N N / A (Mandatory in NH) ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? EACH OCCURRENCE $ DAMAGE TO RENTED $PREMISES (Ea occurrence)CLAIMS-MADE OCCUR MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $GEN'L AGGREGATE LIMIT APPLIES PER: PRODUCTS - COMP/OP AGG $ $ PRO- OTHER: LOCJECT COMBINED SINGLE LIMIT $(Ea accident) BODILY INJURY (Per person)$ANY AUTO OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS AUTOS ONLY HIRED PROPERTY DAMAGE $AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below POLICY NON-OWNED SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer any rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) ACORDTM CERTIFICATE OF LIABILITY INSURANCE Hartford Underwriters Insurance Company Hartford - WC Multiple Issuing Cos Mount Vernon Specialty Insurance Co Scottsdale Insurance Company 10/18/2023 USI Insurance Services, LLC 6100 Fairview Rd Ste 1400 Charlotte, NC 28210 704 543-0258 Cassiopea Marrow Watkins 704 543-0258 cassie.watkins@usi.com XenTegra-GOV LLC PO Box 1954 Huntersville, NC 28070-1954 30104 00914 14420 41297 A X X X 22SBMAN1WLY 08/01/2023 08/01/2024 2,000,000 1,000,000 10,000 2,000,000 4,000,000 4,000,000 A X X 22SBMAN1WLY 08/01/2023 08/01/2024 2,000,000 A X X X 10,000 22SBMAN1WLY 08/01/2023 08/01/2024 1,000,000 1,000,000 B N 22WBCAN1WNJ 08/01/2023 08/01/2024 X 1,000,000 1,000,000 1,000,000 C C D Professional Liab Cyber Liability Excess Liability DPS4002327 DPS4002327 ESK3405185 11/22/2022 11/22/2022 11/22/2022 11/22/2023 11/22/2023 11/22/2023 $5,000,000/$25,000 Ded $5,000,000/$25,000 Ded $5,000,000/$25,000 Ded Orange County, its officers, agents and employees are named as additional insured with respects to the General Liability per the terms and conditions of written contract. Orange County 300 West Tryon Street PO Box 8181 Hillsborough, NC 27278 1 of 1 #S42320424/M42277540 XENTELLCClient#: 1486765 CMWE4 1 of 1 #S42320424/M42277540 DocuSign Envelope ID: 90C10699-691E-4C04-A0DB-19D39E1C4520 This page has been left blank intentionally. DocuSign Envelope ID: 90C10699-691E-4C04-A0DB-19D39E1C4520