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2024-159-E-Child Support Svc-Northwoods Consulting Partners- Child Support Services
Revised 04/23 1 [Departmental Use Only] TITLE Northwoods Traverse FY 2023-2024 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 14th day of March 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Northwoods Consulting Partners, Inc., (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: Software subscription services for Child Support Enforcement document management system, referred to as “Traverse” by Provider, and support for this 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: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 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: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 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): See Exhibit A, attached hereto and incorporated herein by reference. 4. Duration of Services a. Term. The term of this Agreement shall be from the date of execution to June 30, 2027. 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 ninety (90) days after contract Effective Date. 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 two hundred thirty-eight thousand one hundred twenty-five Dollars ($238,125), with $155,125 being due the first year of the term of this agreement, and $41,500 due each of the following two years of the term of this agreement. Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County and subject to the Payment Terms in Exhibit A. 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 Erica Bryant, Child Support Enforcement Director 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 DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 Revised 04/23 4 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. 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 willful 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 Parties. This Agreement may be terminated without cause by either Party and for its convenience upon sixty (60) days’ prior written notice to the other Party. 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: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 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 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 thirty (30) 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. 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 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 DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 Revised 04/23 6 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 and documentation 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 Agreem ent 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 DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 Revised 04/23 7 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: Child Support Services Director Northwoods Consulting Partners P.O. Box 8181 5200 Rings Rd. Hillsborough, NC 27278 Dublin, OH 43017 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 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: __________________________________ David Minning, President and CEO DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 3/17/20243/20/2024 Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Northwoods Consulting Partners Vendor Contact Person: Erin Duffy Phone: 419.302.6913 Address: 5200 Rings Rd. City Dublin State: OH Zip: 43017 Department: Child Support Services Amount: $1st year amt: $50,000, total term: 238,125 Purpose: Northwoods Traverse- doc mgmt. system Budget Code(s): 10- 4400-20-62500 Vendor # 58005 Vendor Status with NCSOS: active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date date of execution End Date 06/30/2027 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: 02/20/2024); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: 02/20/2024) - 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 prior 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 Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 3/17/2024 3/18/2024 3/18/2024 3/19/2024 3/20/2024 Revised 04/23 10 DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 1 SOFTWARE AS A SERVICE AGREEMENT This Software as a Service Agreement (hereinafter referred to as “Agreement” or “SaaS Agreement”) is made and entered when fully executed by signatures of both parties (“Effective Date”) by and between Northwoods Consulting Partners, Inc., an Ohio corporation registered in North Carolina with its principal offices at 5200 Rings Road, Dublin, Ohio 43017, USA, (hereinafter referred to as “Northwoods”), and Orange County, North Carolina, a political subdivision of the State of North Carolina (hereinafter referred to as “You” “Your” or “User”). 1) Definitions. As used in this Agreement, the following definitions apply to capitalized terms: a) “Aggregate/Anonymous Data” means: (i) data generated by aggregating Your Data with other data so that the results are non-personally identifiable with respect to You or your customers; and (ii) anonymous learning, logs, and data regarding the use of the Services. b) “Application” means the application program Traverse, with the functionality described in the Documentation, including modifications, revisions, upgrades, updates, and enhancements, if any. c) “Charges” means the amounts to be paid by You for the right to use any of the app licable Application, Software, Services and/or hardware or other Third Party Products under the terms of this Agreement. The Charges are described in Attachment A and the payment schedule for these Charges are defined in Schedule A1. d) “Documentation” means Northwoods’ and any Third Party electronic user guides, documentation, and help and training materials, as updated from time to time. e) “Monthly Active User” or “MAU” means the number of individuals who are authorized by Northwoods to access and login to the Application at least once in a calendar month based upon the terms of the particular subscription plan or pricing tier paid to Northwoods, as further specified in Attachment A. f) “Northwoods Software” means the Application, as well as any other proprietary, Northwoods-branded, computer programs, in object code form, and their associated documentation. Attachment A lists separately the various modules and quantities (where applicable) of Northwoods Software made available to You. g) “Service Level Agreement” or “SLA” defines the terms under which the Software will be available to You, as defined in Schedule C1. h) “Services” means the professional services that are ordered by and paid by You. i) “Software” means collectively the Application, Northwoods Software, and any Third Party Products. j) “Statement of Work” means the detailed work plan for the initial implementation, attached hereto as Attachment D. k) “Subscription Date” means ninety (90) days after Effective Date. l) “Support Services” means the support services to be p rovided by Northwoods in accordance with Attachment C. m) “Third Party Products” means any product or software program acquired by Northwoods from an outside vendor on Your behalf under the terms of this Agreement. n) “Your Data” means electronic data and information submitted by You or for You to the Services or collected and processed by or for You using the Services. o) “Your Database” means a collection of data records that are maintained as a single logical area that is used, accessed, or acted upon by You. 2) Northwoods’ Responsibilities. Northwoods will (i) make the Software available to You pursuant to this Agreement; (ii) provide Services for the initial implementation of this project, as described more fully in Attachment D; and (iii) provide our Support Services to You, as described more fully in Attachment C. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 2 3) Order of Precedence. In the event there is a conflict between this Agreement and the attached Scope of Work, the terms of this Agreement shall govern. In the event there is a conflict between this Agreement and the Orange County Services Agreement No RFP/RFQ, the Orange County Agreement shall govern. 4) Term. a) This Agreement commences on the Effective Date and continues until all User Subscriptions granted in accordance with this Agreement have expired or have been terminated. b) User Subscriptions. User subscriptions commence on the Subscription Date specified a nd continue for a period of three (3) years (“Initial Term”). Either Party may terminate this Agreement as of the last day of the Initial Term by giving the other Party not less than sixty (60) days’ written notice of termination prior to the last day of the Initial Term 5) Initial Implementation. Northwoods will furnish only such staff, materials, supplies, and labor for the initial implementation as detailed in the Statement of Work for this Project. Upon execution by both parties, any subsequent Statement of Work will become part of this Agreement. The Parties may modify the requirements of any Statement of Work through a written change order, and such written change order will become part of the respective Statement of Work when executed by authorized representatives of both parties. 6) Charges and Payment Terms. a) You agree to pay Northwoods the Charges at the times and in the amounts set forth in Schedule A1. b) Invoices are payable net thirty (30) days after receipt of invoice. Failure to remit timely payment of any invoice may result in Northwoods ceasing work on the initial implementation and/or ceasing to provide the Software, or Services. c) Any delay in the project that is the direct result of Your failure to comply with the terms of this Agreement and any of its Attachments or Schedules may result in Northwoods ceasing work and will require You to reimburse Northwoods’ actual costs incurred as a result of said delay. 7) Usage Limits and Compensation. a) Generally. i) Usage of the Application is monitored on a continuo us basis. Northwoods will determine excessive usage based upon average monthly usage during a look back period of 12 months from the date of invoice for the annual subscription fee. Northwoods reserves the right to increase fees for prospective years if th e usage exceeds the contracted amount of MAUs; the change must be reflected in a duly executed contract amendment. b) Year One Usage (1) The annual subscription fee for year two will remain the same as the annual subscription fee for year one unless usage in any month of the first year of the Initial Term exceeds 110% of the allowable MAUs. c) You may not reduce the committed number of MAUs during the Subscription Term. You are not entitled to any refund of fees paid or relief from fees due if the number of MAUs is actually less than the volume ordered. 8) Taxes. Fees are exclusive of taxes and You will promptly pay or reimburse Northwoods for all taxes arising out of this Agreement, whether or not Northwoods provided prior notice of, or invoiced, any such taxes to You. For purposes of this Agreement, “taxes” means any sales, use, and other taxes (other than taxes on Northwoods’ income), export and import fees, customs duties, and similar charges applicable to the transactions contemplated by this Agreement that are imposed by any government or other authority. If You are required to pay or withhold any tax in respect of any payments due to Northwoods hereunder, You will gross up payments actually made such that Northwoods receives sums due hereunder in full and free of any deduction for any such tax. If You are legally DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 3 entitled to an exemption from the payment of any taxes, You will promptly provide Northwoods with legally sufficient tax exemption certificates for each taxing jurisdiction for which it claims exemption. 9) You acknowledge and understand that the output of the Application is not intended to replace human discretion, decision-making or research, but is to be used as a guidance tool only. 10) Ownership. a) Your Data shall be considered confidential information and remains Your sole and exclusive property. Notwithstanding the foregoing, and subject to Section 11 below, You grant Northwoods a limited, revocable, royalty-free license to use Your Data only for the purpose of providing and continually improving and refin ing the Application. The license grant includes a license to store, transmit, maintain, and display Your Data only to the extent necessary to provide the Application to You. b) Customizations. Any customization of Northwoods Software specifically for You or a t Your request is owned by You, with all rights, title, and interest to such customization being assigned to You. For such customizations, You grant Northwoods a worldwide, non -exclusive, royalty-free, perpetual license to use, modify, and distribute such customization(s) for its own business purposes and for use with other customers. c) Aggregate/Anonymous Data. You agree that Northwoods will have the right to generate Aggregate/Anonymous Data. Notwithstanding anything to the contrary herein, the Parties agre e that Northwoods may use Aggregate/Anonymous Data for any business purpose during or after the term of this Agreement (including without limitation to develop and improve Northwoods’ products and services and to create and distribute reports and other materials). Northwoods will not distribute Aggregate/Anonymous Data in a manner that personally identifies You or your customers. d) Feedback. If You elect to provide any feedback, suggestions, comments, improvements, ideas, or other information to Northwoods regarding the Northwoods Software (“Feedback”), you acknowledge that the Feedback is not confidential and you authorize Northwoods to use that Feedback without restriction and without payment to you. Accordingly, you hereby grant to Northwoods a nonexclusive , royalty-free, fully- paid, perpetual, irrevocable, transferable, and fully sublicensable right to use the Feedback in any manner and for any purpose. 11) Privacy. You are aware and agree that Northwoods may, as part of the normal operation and support of the Northwoods Software, collect information related to the use of the Northwoods Software, through tracking and other technologies. Northwoods does so to gather usage statistics and information about the effectiveness of our products for the purpose of improving user experience. 12) Publicity. You authorize Northwoods to identify You as a client, and to use Your name and logo in any of Northwoods’ mutually agreed to advertising copy, promotional material, and/or press releases. 13) Termination. a) If either Party is in default of any of its material obligations hereunder and has not commenced cure within ten (10) days and effected cure within thirty (30) days of receipt of written notice of default from the other Party, then this Agreement may be terminated. b) In the event of termination, You shall be responsible for payment for all outstanding Charges and any Services rendered by Northwoods through the date of termination. c) Upon termination of this Agreement for any reason, You shall immediately (i) d iscontinue any and all use of the Software and Documentation; and (ii) either (A) return the Documentation to Northwoods, or (B) with the prior permission of Northwoods, destroy the Documentation and certify in writing to Northwoods that You have completed such destruction. Further, upon termination of this Agreement, Northwoods may immediately deactivate Your account. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 4 d) Upon request, within thirty (30) days of the date of termination of this Agreement by either Party, Northwoods will make Your Data available to You. After the thirty (30) day period, Northwoods will have no obligation to maintain or provide Your Data, and will thereafter delete or destroy all copies of Your Data in Northwoods’ possession or control, unless legally prohibited. 14) Warranties. a) Each party represents and warrants that it has the legal power to enter into this Agreement. Northwoods warrants: (i) the Software will substantially conform in all material respects with the applicable Documentation; (ii) Northwoods further represents and warrants that it has all rights required to provide the Software to You and that to the best of Northwoods’ knowledge the Software does not infringe upon or violate the United States patent rights of any third party or the copyright or trade secret right of any third party; and (iii) the functionality of the Software will not be decreased from that available as of the Effective Date. b) If any modifications, additions, or alterations of any kind or nature are made to the Software by You or anyone acting with Your consent or under Your direction, all warranties will immediately terminate. c) NORTHWOODS HEREBY DISCLAIMS ALL OTHER WARRANTIES AND CONDITIONS, WHETHER EXPRESS, IMPLIED OR STATUTORY, WHETHER IN RELATION TO THE SOFTWARE, HARDWARE, OR THE PROVISION OF ANY SERVICES INCLUDING, BUT NOT LIMITED TO, ANY IMPLIED WARRANTIES, DUTIES OR CONDITIONS OF MERCHANTABILITY, OF FITNESS FOR A PARTICULAR PURPOSE OR ARISING BY TRADE USAGE OR COURSE OF DEALING. 15) Limitation of Liability. NEITHER PARTY’S LIABILITY WITH RESPECT TO ANY SINGLE INCIDENT ARISING OUT OF OR RELATED TO THIS AGREEMENT WILL EXCEED THE AMOUNT PAID BY YOU HEREUNDER IN THE 12 MONTHS PRECEDING THE INCIDENT, PROVIDED THAT IN NO EVENT WILL EITHER PARTY’S AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE TOTAL AMOUNT PAID BY YOU HEREUNDER. THE ABOVE LIMITATIONS WILL APPLY WHETHER AN ACTION IS IN CONTRACT OR TORT AND REGARDLESS OF THE THEORY OF LIABILITY. In no event shall either Party be liable for any special, incidental, punitive, indirect, or consequential damages whatsoever arising out of or in any way related to the Software or Services even if Northwoods has been advised of the possibility of such damages. 16) Indemnification. a) Cyber/Security Breach Indemnification. In the event of any claim by a third party against You (the “Cyber Claim”), alleging that You and/or Northwoods caused a breach of the security, confidentiality, or integrity of Your Data, You will notify Northwoods of the Cyber Claim in writing within five (5) business da ys of the receipt of the Cyber Claim and tender sole control of the Cyber Claim to Northwoods and/or its insurer(s) and Northwoods will defend such Cyber Claim in Your name at Northwoods’ expense, and will indemnify You against any liability actually paid by You, including but not limited to reasonable attorneys’ fees and disbursements arising out of such Cyber Claim, to the extent that Northwoods’ insurance policies provide coverage for such indemnification obligation. Northwoods’ indemnification obligati on set forth in this section is strictly limited to the coverage afforded such indemnification obligation pursuant to the terms of Northwoods’ insurance policies. In the event such a breach is found, then Northwoods may terminate this Agreement. Notwithstanding the foregoing, Northwoods shall have no obligation to defend or indemnify You, and Northwoods will be defended and indemnified by You with respect to any Cyber Claim, to the extent that the Cyber Claim is based upon the sole negligence or willful misconduct of You. If You and Northwoods are both at fault in connection with the data breach, Northwoods’ obligation to defend and indemnify shall be limited and proportional to the parties’ relative fault. b) IP Indemnification. In the event of any claim by a third party against You (the “IP Claim”), alleging that the use of the Northwoods Software infringes upon any intellectual property rights of such third party, You will DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 5 notify Northwoods and/or its insurer(s) of the IP Claim in writing within five (5) business days of the receipt of the IP Claim and tender sole control of the IP Claim to Northwoods and/or its insurer(s) and Northwoods will defend such IP Claim in Your name at Northwoods’ expense, and will indemnify You against any liability actually paid by You, including but not limited to reasonable attorneys’ fees and disbursements arising out of such IP Claim, to the extent that Northwoods’ insurance policies provide coverage for such indemnification obligation. Northwoods’ indemnification obligation set forth in this section is strictly limited to the coverage afforded such indemnification obligation pursuant to the terms of Northwoods’ insurance policies. In the event such an infringement is found and Northwoods cannot either procure the right to continued use of the Northwoods Software, or replace or modify the Northwoods Software with a non -infringing program, then Northwoods may terminate this Agreement. Notwithstanding the foregoing, Northwoods shall have no obligation to defend or indemnify You, and Northwoods will be defended and indemnified by You with respect to any IP Claim, to the extent that the IP Claim is based upon (i) the negligence or willful misconduct of You; (ii) the use of the Northwoods Software in combination with other produc ts or services not made or furnished by Northwoods, provided that the Northwoods Software alone is not the cause of such IP Claim; or (iii) the modification of the Northwoods Software or any portion thereof by anyone other than Northwoods, provided that the Northwoods Software in unmodified form is not the cause of such IP Claim. 17) Confidentiality. a) Both parties recognize and agree to adhere to North Carolina’s public records law, set forth at Chapter 132 of the North Carolina General Statutes. Northwoods agrees to indemnify and hold harmless County and its officers, employees, and agents from all costs, damages, and expenses incurred in connection with refusing to disclose any information. b) Each party (including its employees and agents) will use the same standard of care, but in no event less than reasonable care, that it uses to protect any confidential information of the other party that is disclosed during negotiation or performance of this Agreement. c) You will take adequate steps and security precautions to prevent unauthorized disclosure of information which is proprietary to Northwoods and/or the owner of the Third Party Products. This includes but is not limited to: (i) instructing Your employees that have access to such information not to copy or duplicate the same or any part thereof and to withhold disclosure or access or reference thereto fr om unauthorized third parties; and (ii) maintaining proper control of passwords and security procedures to prevent unauthorized access to Your Database. 18) Marketing Support. All Marketing Support requirements outlined below will survive termination of this Agreement and will remain valid requirements for a period of three (3) years thereafter. Licensee must allow Northwoods to create a case study once the Northwoods Software, in Northwoods’ sole discretion, is satisfactory and providing measurable value. Licensee will participate in presentations provided the implementation is, in Northwoods sole discretion, satisfactory, and an employee of Licensee is available. Licensee must allow other customers of Northwoods to visit or call Licensee to discuss the imp lementation, provided any such visits or calls are of minimal disruption to Licensee’s activities and any such visitor or caller receives advance approval from Licensee for such contact. Licensee agrees to be referenced as a user of the Northwoods Softwar e in any of Northwoods’ marketing and proposal documents once the Northwoods Software, in Northwoods’ sole discretion, is providing measurable value. 19) Notices. All official notifications, including but not limited to, termination of this Agreement must be sent to the other Party’s authorized representative as indicated in the signature line. All notices required under this Agreement will be in writing and deemed delivered upon: (1) personal delivery; (2) three (3) days subject to being posted with the U.S. registered or certified mail, return receipt requested; or (3) two (2) days after deposit with a commercial express air courier specifying next day delivery, with verification of receipt. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 6 20) Neither Party shall assign this Agreement (or assign any right or d elegate any obligation contained herein whether such assignment is of service, of payment or otherwise) without the prior written consent of the other Party hereto. Any such assignment without the prior written consent of the other Party hereto shall be void. 21) This Agreement shall be binding upon all parties hereto and upon their respective heirs, executors, administrators, successors, and permitted assigns. 22) This Agreement shall not be modified in any manner except by an instrument, in writing, executed b y all parties to this Agreement. 23) This Agreement and any claim, action, suit, proceeding, or dispute arising out of this Agreement shall in all respects be governed by, and interpreted in accordance with, the substantive laws of the State of North Carolina without regard to its conflicts of laws provisions. Venue and jurisdiction for any action, suit, or proceeding arising out of this Agreement shall vest exclusively in the state courts of general justice in Orange County, North Carolina. 24) If any term or provision of this Agreement shall be held invalid or unenforceable, the remainder of this Agreement, or the application of such term or provision to persons or circumstances other than those as to which it is held invalid or unenforceable, shall not be affected thereby and each term and provision of this Agreement shall be valid and enforced to the fullest extent permitted by law. 25) Nothing in this Agreement is intended to, or shall be deemed to constitute a partnership, association or joint venture between the parties in the conduct of the provisions of this Agreement. Northwoods shall at all times have the status of an independent contractor. 26) If by reason of force majeure either party is unable in whole or in part to act in accordance with this Agreement, the party shall not be deemed in default during the continuance of such inability. The term “force majeure” as used herein shall include without limitation: acts of God; strikes or lockout; acts of public enemies; insurrections; riots; epidemics; lightning; earthquakes; fire; storms; flood; washouts; droughts; arrests; restraint of government and people; civil disturbances; and explosions. Each party, however, shall remedy with all reasonable dispatch any such cause to the extent within its reasonable control which prevents the party from carrying out its obligations contained herein. 27) Any waiver by either party of any provision or condition of this contract shall not be construed or deemed to be a waiver of any other provision or condition of this Agreement , nor a waiver of a subsequent breach of the same provision or condition. 28) This Agreement may be executed in one or more identical counterparts, each of which shall be deemed an original but all of which together shall constitute but one and the same instrument. This Agreement may also be executed electronically. Delivery of an executed counterpart of this Agreement by either electronic means or by facsimile shall be as effective as a manually executed counterpart. 29) This Agreement sets forth the entire agreement of the Parties and supersedes all prior or contemporaneous writings, negotiations, and discussions with respect to the subject matter hereof. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 7 IN WITNESS WHEREOF, the parties hereto have executed, or caused to be executed by their duly autho rized officials, this Agreement in duplicate, each of which shall be deemed an original, as of the date first above written. NORTHWOODS CONSULTING PARTNERS, INC. Orange County, North Carolina Signature Signature Printed Name Printed Name David Minning Bonnie Hammersley Title Title President and Chief Executive Officer County Manager Date Date DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 3/17/2024 3/20/2024 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 8 ATTACHMENT A DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 9 SCHEDULE A1 Payment Terms DESCRIPTION AMOUNT DUE Traverse Subscription (Initial Term)* Year 1 – Due upon execution of Agreement Year 2 – Due upon anniversary of Subscription Date Year 3 – Due upon anniversary of Subscription Date $41,500.00 $41,500.00 $41,500.00 Professional Services Due upon execution of Agreement $8,500.00 Due on or before August 15, 2024 $105,125.00 * Subscription payments are subject to fee increases for each Option Term DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 10 ATTACHMENT B Terms of Service 1) USAGE GRANT: a) Northwoods grants to You, for the Subscription Term, a non -exclusive, non-assignable (except as herein provided), non-transferable, right to access and use, and permit its Users to access and use, the Northwoods Software, in accordance with the Documentation, subject to the specified number of MAUs and solely for use by You in Your ordinary course of business, and only for capturing, storing, processing and accessing Your Data. You shall not make any use of the Northwoods Software in any manner not expressly permitted in this Attachment B. b) You acknowledge and understand that the Northwoods Software is available for use only during the term of this Agreement (as defined in the Software as a Service Agreement). c) You agree: (1) not to remove any Northwoods’ notices in the Northwoods Software or Documentation; (2) not to sell, transfer, rent, distribute, make available, lease or sub-license the Software or Documentation to any third party; (3) not to alter or modify the Northwoods Software or Documentation; (4)attempt to gain unauthorized access to the Software or its related systems or networks(5) not to reverse engineer, disassemble, decompile or attempt to derive source code from the Northwoods Software; and (6) not to prepare derivative works from the Northwoods Software or Documentation. d) You may not assign, transfer or sublicense all or part of Your rights without the prior written consent of Northwoods; provided that Northwoods agrees that such consent shall not be unreasonably withheld in the case of any assignment by You of Your rights in their entirety to the surviving entity of any merger or consolidation or to any purchaser of substantially all of Your assets that assumes in writing all of Your obligations and duties under this Attachment B. e) The Northwoods Software may be bundled with software owned by third parties. Such third party software is available for use solely within the Northwoods Software and is not to be used on a stand-alone basis. Notwithstanding the above, You acknowledge that the Northwoods Software may include open source software governed by an open source license, in which case the open source license may grant you additional rights to such open source software. 2) OWNERSHIP: a) Notwithstanding the ownership of any customization made to the Northwoods Software for User or at User’s request, Northwoods and its licensors retain all right, title, and interest in and to the Northwoods Software and related documentation and materials, including, without limitation, any and all worldwide copyrights, patents, trade secrets, trademarks and proprietary and confidential information rights in or associated with the Northwoods Software. The Northwoods Software is protected by copyright laws and international copyright treaties, as well as other intellectual property laws and treaties. No ownership rights in the Northwoods Software are transferred to You. You agree that nothing in this Agreement or associated documents gives You any right, title or interest in the Northwoods Software, except for the limited express rights granted herein. b) You (i) are responsible for the accuracy, quality, and legality of Your Data and the means b y which You acquired Your Data, (ii) Your use of Your Data with the Software; and (iii) must use commercially reasonable efforts to prevent unauthorized access to or use of the Northwoods Software and notify Northwoods promptly of any such unauthorized access or use. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 11 3) CUSTOMER RESPONSIBILITIES: a) In order to use the Northwoods Software, You must have or must obtain access to the internet, either directly or through devices that access Web-based Content. You must also provide all equipment necessary to make (and maintain) such connection to the internet. b) You agree to provide at least one (1) "System Administrator" responsible for the administration, supervision and management of the Software. c) You will provide and assign a unique password and user names to each authorized user. You acknowledge and agree that You are prohibited from sharing passwords and or user names with unauthorized users. You will be responsible for the confidentiality and use of Your (including Your employees’) passwords and user names. You agree to notify Northwoods if You become aware of any loss or theft or unauthorized use of any of Your passwords, user names, and/or account number. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 12 ATTACHMENT C Ongoing Support SUPPORT CENTER ACCESS Ongoing support services are provided via Northwoods Support Center and generally will be available during the hours of 7:00 a.m. to 5:00 p.m., in the applicable time zone for the User, Monday through Friday, excluding Northwoods’ holidays, or as otherwise provided by Northwoods to its end users in the normal course of its business, either by telephone or Northwoods Customer Portal, in accordance with the severity levels described below. ESCALATION / SEVERITY LEVELS Issues will be generally categorized and handled according to an assigned severity level, as follows: Severity Level Description and Examples Level 1 – High Critical production issue affecting all users, including system unavailability and data integrity issues with no workaround available Level 2 – Medium System performance issue or bug affecting some but not all users. Short-term workaround is available, but not scalable Level 3 – Low Inquiry regarding a routine technical issue; information requested on application capabilities, navigation, installation or configuration; bug affecting a small number of users. Reasonable workaround available. Resolution required as soon as reasonably practicable For Severity Level 1 issues, Users must call the Support Center. For Severity Levels 2 and 3, Users should submit cases over the Web via t he Northwoods Customer Portal. Upon case submission, Users will be asked to provide their organization name, contact information and case details, and each case will be assigned a unique case number. A Northwoods Representative will use commercially reaso nable efforts to call or e-mail the User within one (1) business day and will use commercially reasonable efforts to promptly resolve each case. Actual resolution time will depend on the nature of the case and the resolution. A resolution may consist of a fix, workaround or other solution in Northwoods’ reasonable determination. Reproducible errors that cannot promptly be resolved will be escalated to higher support tiers for further investigation and analysis. TELEPHONE SUPPORT The Telephone Support phone number is 833-323-2637 SUBMITTING A CASE DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 13 Users may log a case as follows: 1. For Severity Levels 2 and 3 issues, use the Northwoods Customer Portal at https://portal.teamnorthwoods.com to click the “New Case” button and provide the requested information. 2. For Severity Level 1 issues, Users must call the Support Center. REPRODUCING ERRORS Northwoods must be able to reproduce errors in order to resolve them. Customer agrees to cooperate and work closely with Northwoods to reproduce errors, including conducting diagnostic or troubleshooting activities as reasonably requested and appropriate. Also, subject to Customer's approval on a case -by-case basis, Users may be asked to provide remote access to their account and/or desktop system for troubleshooting purposes. EXCLUSIONS Ongoing Support does not include any of the following: • Assistance with password resets. Users should click the“Don’t remember your password?” link on the login page or contact their system administrator; • Assistance with username(s). Users should contact their system administrator; • Assistance with lockouts due to incorrect login attempts. Users should contact their system administrator to unlock the account, or wait for the lockout period to expire; • Assistance in developing User-specific customizations; • Assistance with non-Northwoods products, services or technologies, including implementation, administration or use of third-party enabling technologies such as databases, computer networks or communications systems; or • Assistance with installation or configuration of hardware, including computers, hard drives, networks or printers. Northwoods is also not responsible for providing, nor obligated to provide, support services under this Agreement if User requested integration services and changes are made to the source data subsequent to Northwoods performing the integration services. This includes, but is not limited to, (i) making changes to the format of the source data; (ii) changing, removing, or introducing new APIs; (iii) changing, removing, or introducing an enterprise service bus; and (iv) changing, removing, or introducing direct database access. Any request by User for Northwoods to support such an instance is available at the sole discretion of Northwoods and Northwoods rese rves the right to bill for any such request on a time and materials basis at Northwoods’ then -current rates. DOCUMENTATION AND VIDEOS Where applicable, all pertinent product documentation is available through the application’s help feature and/or Northwoods Customer Portal. Fully searchable and regularly updated, product documentation and videos provide customers with specifics around product features, functionality, configurable settings, and product updates. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 14 SCHEDULE C1 Service Level Agreement Service Commitment This Service Level Agreement (SLA) applies to You because you have contracted for web-based software and/or infrastructure hosting services (“Hosting Services”). Northwoods will use commercially reasonable efforts to make its Hosting Services available with a monthly System Availability Percentage (defined below) of at least 99.9% (“Service Commitment”). Definitions “System Availability Percentage” is calculated by subtracting from 100% the percentage of minutes during the month in which the Hosting Services were Unavailable to You. System Availability Percentage measurements exclude downtime resulting directly or indirectly from any Hosting Services Exclusion (defined below). “Scheduled Downtime” equals the aggregate total of all minutes of planned and scheduled maintenance performed during the month to perform any necessary hardware, operating system, network, database, application software maintenance, repair, upgrades, and updates. Northwoods will work with You to determine and use commercially reasonable efforts to schedule any such downtime after regular business hours, during times that minimize the disruption to operations. The amount of Scheduled Downtime may vary from month to month depending on the level of change to the system. “Unavailable” and “Unavailability” mean all of your running instances have no external connectivity. Service Credits Service credits are calculated as a percentage of the total charges paid by You annually for the Hosting Services, divided by twelve (12) to determine the credit for the month in which the Unavailability occurred. In the event Northwoods does not meet the Service Commitment, You may be eligible to receive a 10% service credit. Northwoods will apply any such service credit only against future Hosting Services payments otherwise due from You. Service credits will not entitle You to any refund or other payment from Northwoods. Service credits may not be transferred or applied to any other account You may have with Northwoods. Unless otherwise provided, Y our sole and exclusive remedy for any Unavailability, non-performance, or other failure by Northwoods to provide the Hosting Services is the receipt of a service credit in accordance with the terms of this SLA. Credit Request and Payment Procedures To receive a service credit, You must submit a claim by contacting the Northwoods Support Center. To be eligible, the credit request must be received by us by the end of the calendar month after which the incident occurred and must include: • The words “SLA Credit Request” in the subject line; • The dates and times of each Unavailability incident that you are claiming; • Your request logs that document the errors and corroborate your claimed outage. If the System Availability Percentage of such request is confirmed by Northwoods and is less than the Service Commitment, then Northwoods will issue the service credit to You and will apply such credit against your next annual invoice for Hosting Services. Your failure to provide the request and other information as req uired above will disqualify You from receiving a service credit. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 15 Hosting Services Exclusions The Service Commitment does not apply to any Unavailability, suspension, or termination of Hosting Services: (i) caused by factors outside of our reasonable control, include any force majeure event or internet access or related problems beyond the demarcation point of the hosting data center; (ii) that result from any actions or inactions of You or a third party, including failure to acknowledge a recovery volume; (iii) that result from Your equipment, software, or other technology and/or third party equipment, software or other technology (other than third party equipment within our direct control); or (iv) that are due to any Scheduled Downtime (collectively, the “Hosting Services Exclusions”). If availability is impacted by factors others than those used in our System Availability Percentage calculation, then we may issue a service credit considering such factors at our discretion. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | SOFTWARE AS A SERVICE AGREEMENT | Copyright © Northwoods Consulting Partners, Inc. All rights reserved. 16 ATTACHMENT D Statement of Work See Attachment DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 Statement of Work Traverse Implementation Project Presented to Orange County, North Carolina Child Support Services Document Version Version 1.0 Date Submitted December 19, 2023 DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Copyright and Trademark Notice Copyright and Trademark Notice i Copyright and Trademark Notice Copyright © Northwoods Consulting Partners, Inc. All rights reserved. Northwoods, the Northwoods Bear Logo, Traverse, CoPilot, and Compass are all registered trademarks and service marks of Northwoods Consulting Partners, Inc. Rather than repeat the trademark and service mark attributions throughout this document, Northwoods hereby asserts its rights for all of its products and services. All other trademarks and service marks are the property of their respective owners. Unless stated to the contrary, no association with any other company or product is intended nor inferred. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Table of Contents Table of Contents ii Table of Contents Purpose ....................................................................................................................................................................................... 1 Project Scope ............................................................................................................................................................................ 2 Deliverables ......................................................................................................................................................................................... 2 Northwoods Project Team Roles .................................................................................................................................................. 2 Orange CSS Key Project Team Roles ........................................................................................................................................... 3 Work Activities ......................................................................................................................................................................... 4 Project Planning and Management .............................................................................................................................................. 4 Business Process Review .................................................................................................................................................................. 5 Taxonomy Development ................................................................................................................................................................. 5 Electronic Forms Design .................................................................................................................................................................. 6 Client Hardware Deployment ......................................................................................................................................................... 6 Client Software Deployment........................................................................................................................................................... 7 Case File Scanning ............................................................................................................................................................................. 7 MEI Development .............................................................................................................................................................................. 7 ETL Configuration .............................................................................................................................................................................. 8 ETL Review ........................................................................................................................................................................................... 9 Training and Implementation Support ........................................................................................................................................ 9 Training ............................................................................................................................................................................................ 9 Implementation Support .......................................................................................................................................................... 10 Training and Implementation Support Phases .................................................................................................................. 10 Work Requirements .............................................................................................................................................................. 12 Phase 0: All Project Phases ........................................................................................................................................................... 12 Phase 1: Startup ................................................................................................................................................................................ 12 Phase 2: Design ................................................................................................................................................................................ 14 Phase 3: Test...................................................................................................................................................................................... 15 Phase 4: Deploy ................................................................................................................................................................................ 16 Phase 5: Closeout ............................................................................................................................................................................ 18 Location and Hours of Work ........................................................................................................................................................ 18 Project Acceptance .......................................................................................................................................................................... 19 DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Table of Contents Table of Contents iii Project Assumptions ....................................................................................................................................................................... 19 Appendix A: Change Management ................................................................................................................................. A-1 Change Control Process .............................................................................................................................................................. A-1 Identification ...............................................................................................................................................................................A-2 Evaluation ....................................................................................................................................................................................A-2 Management ..............................................................................................................................................................................A-3 Appendix B: Deliverable Review Procedures ................................................................................................................ B-1 Review Methods .............................................................................................................................................................................. B-1 Formal Evaluation ...................................................................................................................................................................... B-1 Functional Review ..................................................................................................................................................................... B-2 Walk-Through Inspection ....................................................................................................................................................... B-3 Acceptance Log .............................................................................................................................................................................. B-4 Timeliness ......................................................................................................................................................................................... B-4 Appendix C: Deliverable Acceptance Criteria .............................................................................................................. C-1 DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Purpose Purpose 1 Purpose The purpose of this Statement of Work (SOW) is to define the scope of work and deliverable work products necessary for the implementation of a Traverse solution within Orange County, North Carolina Child Support Services (Orange CSS or customer). This SOW specifies the work to be done by the Northwoods Consulting Partners, Inc. (Northwoods) project team in providing the services associated with the Orange CSS Traverse Implementation Project (the Project). Any requests for services and/or system functionality that exceed the scope specified in this SOW are subject to change management.1 1 See “Appendix A: Change Management” on page A-1. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Project Scope Project Scope 2 Project Scope The project objective is to deploy Traverse for use by up to 25 Orange CSS users. Deliverables The following project deliverables are subsidiary elements of the final project product, each with its own separate but interdependent deliverable scope: • Baseline Project Schedule • Training Schedule • Client Software Deployment • Business Process Review • SaaS Environment Setup • Solution Design Document • Baseline ETL Configuration • Taxonomy Development • Electronic Forms Design • ETL Testing • ETL Review • Training • Implementation Support Deliverable review procedures are described in “Appendix B: Deliverable Review Procedures” on page B-1 while deliverable acceptance criteria for this project’s deliverables are provided in “Appendix C: Deliverable Acceptance Criteria” on page C-1. Northwoods Project Team Roles The Northwoods project management team is responsible for ensuring the satisfactory and timely completion of each project task by planning, organizing, motivating, and controlling human and equipment/material resources and applying project management methodologies in alignment with Project Management Institute (PMI) standards. The Northwoods project team will include the following roles: Role Responsibilities Project Manager Manages the project implementation approach, staffing, responsibilities, and delivery of services. Serves as one of the primary points of contact for Orange CSS. Oversees and supports solution rollout. Responsible for day-to-day project quality assurance. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Project Scope Project Scope 3 Role Responsibilities Solution Analyst Leads business process review sessions, consulting with Orange CSS subject matter experts (SMEs) on identified areas where Traverse will intersect with day-to-day business processes. Provides consultation around what agency forms should be included in Traverse. Ensures the solution is appropriately configured and configured and meets Orange CSS’s needs. Ensures the readiness of Orange CSS as it pertains to the delivery of training. Provides direct training support to ensure Traverse is appropriately adopted by Orange CSS workers. Solution Architect Participates in technical evaluation sessions. Ensures Traverse successfully integrates with applicable Orange CSS systems. Responsible for incorporating Orange CSS’s taxonomy into Traverse and building Orange CSS-specific service deliveries within the application. Provides consultation on how Orange CSS should deploy Traverse. Responsible for testing the designed ETL solution(s). Forms Design Team Responsible for overseeing the collection and development of up to a total of 50 electronic forms. Orange CSS Key Project Team Roles The Orange CSS project team will include at least the following key roles: Role Responsibility Project Manager Responsible for scheduling and overseeing tasks and resources assigned to the project. Ensures that project management standards are met. Assists the Northwoods Project Manager with monitoring the overall quality of the project and furthering the ongoing integration of the Northwoods solution. Ensures that solution adoption continues to increase after the project is completed. IT Lead Responsible for provisioning necessary hardware and facilitating access to systems that are required to be integrated with Traverse. Responsible for serving as the technical subject matter expert. Subject Matter Experts Responsible for participating in business process reviews with Northwoods staff, as well as other identified activities. System Administrators Responsible for system administration activities, including maintaining user accounts within Traverse. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Activities Work Activities 4 Work Activities The work activities in this section define the tasks necessary for the successful design and deployment of the Traverse solution. Project Planning and Management The Northwoods Project Manager is responsible for ensuring the satisfactory and timely completion of each project task by planning, organizing, motivating, and controlling human and equipment/material resources and applying project management methodologies. The internal methodology used by Northwoods Project Managers is as follows: • Calendar of Events and Deadlines o Establish, review, and communicate project events and deadlines throughout the duration of the project • Change Management o Track and monitor change requests for anything affecting scope, time, or cost for the project o Identify and process in-scope and out-of-scope requests • Communications Management o Provide project status updates and communication o Use appropriate communication channels to ensure visibility and cooperation by communicating status and relevant news about the project to key stakeholders o Provide regular status reports to the Orange CSS Project Manager and key customer stakeholders • Deliverable Management o Facilitate the configuration and implementation of project deliverables and deliverable review procedures • Issue and Risk Management o Assign issues to team members for resolution and/or follow up o Assign a rank to risks identifying the likelihood and severity of a risk should it happen. Identify methods to mitigate or eliminate the risk o Communicate potential risks and issues that may affect the schedule, budget, and/or project deliverables to key stakeholders o Identify schedule variance and potential problems • Leadership and Decision Support and Prioritization o Identify decision owners and proactively support the project decision-making process DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Activities Work Activities 5 o Determine the relative priority of decisions • Work Breakdowns, Schedules, Milestones o Assign work activities and target completion dates required for the project team o Review and approve task updates for the project team o Adjust the Baseline Project Schedule and/or reassign resources as necessary For additional details around the Northwoods Project Manager’s role, as well as the roles that make up the Northwoods project team, please refer to “Northwoods Project Team Roles” on page 2. Business Process Review Business Process Review consists of all activities required for Orange CSS SMEs to review existing business processes and how those business processes will change. During the course of the project, the Northwoods project team meets with the Orange CSS SMEs to review Traverse—specifically functionality related to the Traverse web application, Traverse forms, and the Traverse mobile application—and discuss potential business process changes. Orange CSS SMEs, composed of representatives from different roles within the agency, will be asked to review how existing processes will be affected by Traverse, changes that will help workers realize the most benefits from Traverse, and any other decisions that may affect business processes. Following each business process review meeting, Orange CSS SMEs evaluate any necessary business process changes related to the use of Traverse. The Orange CSS SMEs document the current business process, how the business process will change when using Traverse, and any other considerations that Orange CSS should consider when implementing the business process change. Taxonomy Development Northwoods will assist Orange CSS in developing a custom content taxonomy—the organizational structure for electronic content in Traverse—which involves Northwoods working with Orange CSS SMEs as they create the agency’s taxonomy. Specifically, Northwoods will: 1. Explain the taxonomy and its purpose as well as demonstrate an example of a taxonomy in Traverse. 2. Provide consultation and assistance to Orange CSS as they begin creating the taxonomy, demonstrating how Orange CSS may build the taxonomy according to Orange CSS case file examples. Following the completion of the taxonomy’s design, Orange CSS will be responsible for adopting a day-forward approach towards its taxonomy. Orange CSS staff will meet periodically to evaluate the taxonomy’s use and make any necessary adjustments in structure and/or communication to ensure Orange CSS’s needs are met. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Activities Work Activities 6 Electronic Forms Design Electronic Forms Design consists of all activities required for the Northwoods forms designers to convert up to a maximum of 50 existing paper-based and electronic forms into a user-friendly format during the course of the project. Please note that after project closure, regardless of the number of forms actually converted, any requests for additional electronic forms conversions that were not identified during the project are considered out of scope and will be subject to additional fees.2 Northwoods uses a forms design process that allows forms designers to create electronic forms that an agency uses every day. Northwoods will start the form design process by holding discovery sessions with Orange CSS SMEs to ensure appropriate agency forms are selected. Following discovery sessions, Northwoods forms designers will create an electronic template for each form provided by Orange CSS SMEs. Northwoods forms designers will then add form fields to the template— including, but not limited to, text fields, checkboxes, drop-down lists, and signature fields—based on Orange CSS’s existing paper or electronic forms. Northwoods will also add form fields, based on the design request of Orange CSS, that can be configured as required fields or autofilled with a case, client, and/or service provider’s information. Client Hardware Deployment Client Hardware Deployment includes the recommended Orange CSS activities necessary to make its client- side hardware available for agency use. Orange CSS will take inventory of and order client hardware to ensure that it is available for deployment to Traverse end users. Required client-side hardware includes the following3: • Desktop scanners (one Ricoh fi-8170 Desktop Scanner is recommended per unit) • One of the following types of tablets or phones, if necessary: o Apple iPad Wi-Fi and 4G Tablets with iPadOS 16 or greater o Apple iPhone with iOS 16 or greater o Intel©-based Windows Surface devices with Windows 11 or greater o Android phones or tablets with Android 13 or greater 2 Following project completion, Northwoods forms designers will provide Orange CSS with up to 10 hours of forms maintenance per year. Forms maintenance involves creating, updating, and retiring electronic forms in Orange CSS’s forms library. If Orange CSS elects to add additional forms into Traverse, the county will be able to draw upon its forms maintenance hours when engaging Northwoods. Any additional electronic forms design and/or maintenance beyond the allocated hours will require a separate work order subject to additional fees. 3 While Traverse requires the hardware listed in this SOW at the time of writing, the Traverse Technical Requirements document contains up-to-date hardware versions required for Traverse to function correctly. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Activities Work Activities 7 ▪ 128 GB of internal storage ▪ 8 GB of RAM ▪ 8 cores x 1.8 GHz CPU ▪ 64 MP camera Client Software Deployment Client Software Deployment includes the activities necessary to make client-side software available to Traverse end users. Traverse requires compatible browsers and operating systems as seen in Traverse Technical Requirements. Northwoods will be available to provide Orange CSS with consultation as they complete the following software deployment activities: • Deploying scanner drivers (PaperStream IP (TWAIN) 1.30.0.5032 recommended) to worker desktops • Installing the Dynamsoft scanning utility on worker desktops • Installing Traverse Virtual Print Driver on worker desktops • Adding the Traverse browser shortcut to worker desktops • Adding Traverse to favorites/bookmarks in worker browsers • Adding the Traverse link to the Orange CSS intranet site • Adding the Traverse mobile app to each end user’s device via Enterprise Mobility Management (EMM), if necessary Northwoods recognizes that Orange CSS uses an Enterprise Mobility Management (EMM) software (not included with project) for device security, protection, and management. Orange CSS will be responsible for appropriately configuring the EMM prior to Traverse mobile device deployment. Case File Scanning Orange CSS will be responsible for scanning existing case files into Traverse. Northwoods recommends that Orange CSS scan all active cases, as well as closed cases from the past two years. During Business Process Review, the Northwoods Project Manager will work closely with the Orange Project Manager to establish the case file scanning parameters to help ensure Orange CSS’s overall project success. MEI Development Northwoods will be responsible for creating the initial import of ACTS data from NC Data Warehouse to Traverse. Northwoods will create a master entity index (MEI) in Traverse for Orange CSS’s Child Support case files. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Activities Work Activities 8 The MEI will include demographic data from existing cases and people from ACTS. To assist its creation, Northwoods will use an import tool to perform a one-time import of ACTS demographic data from NC Data Warehouse and automatically add it to the MEI. Northwoods will consult with Orange CSS on the custom fields that Orange CSS requires and then configure these custom fields in Traverse. Northwoods will then consult with Orange CSS on how to connect specific content items to specific cases, people, and/or organizations within Traverse. Please note that Orange CSS will be responsible for maintaining the MEI once Northwoods finishes the initial import of data from ACTS. This will involve Orange CSS creating all new cases in Traverse as part of the agency’s day-forward approach. To ensure that the MEI is appropriately maintained, Northwoods will provide Orange CSS with MEI consultation as part of this project's scope. ETL Configuration Extract, transform, load (ETL) configuration involves importing data from disparate system(s)—ACTS via NC Data Warehouse—into Traverse. Northwoods will configure the following ETL processes: • A one-time import of ACTS demographic data from NC Data Warehouse to Traverse Northwoods will determine ETL requirements—inclusive of a unique case file or case member identifier—during the ancillary system evaluation sessions, documenting the results in the Solution Design Document project deliverable. Consistent with the approved Solution Design Document, Orange CSS will provide Northwoods with, at a minimum, an ACTS CSV file (or similar method of transport) consisting of case, client, and service provider demographic data. Northwoods will then complete a preliminary configuration of the ETL process to ensure it appropriately imports data. Following the preliminary configuration, Northwoods will conduct an ETL review with Orange CSS as described in “ETL Review” on page 9. The Northwoods project team will test the ETL process(es) as designed and documented in the Solution Design Document within a dedicated test environment to confirm the system complies with specified requirements. During ETL testing, Northwoods will validate that client, case, and provider information from ACTS is available within Traverse and mapped to the appropriate fields within the solution. Please note that the ACTS data transfer from NC Data Warehouse will be one way (from NC Data Warehouse into Traverse). Exporting data from Traverse to NC Data Warehouse or ACTS is considered outside project scope and would be subject to change request(s). DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Activities Work Activities 9 ETL Review Once ETL testing is completed, Northwoods will conduct an ETL review with Orange CSS. During the ETL review, Northwoods will walk through the data within Traverse, verifying that all case, client, and organization data is mapped to the appropriate fields within Traverse. Following the completion of the ETL review, Northwoods will be responsible for initiating the approved ETL process(es) as documented in the Solution Design Document project deliverable. Once the ETL review is successfully completed and approved, the baseline ETL configuration will be placed under configuration management and serve as a reference point for future ETL changes. Baseline categories include: • Preliminary ETL Baseline (changes moderately controlled): Establishes the benchmark ETL configuration once the Solution Design Document deliverable is approved. • Production Baseline (changes strictly controlled or controlled by change order): Reflects a completed, client-accepted system that is ready for the production release. Training and Implementation Support Northwoods will provide Orange CSS staff with training and implementation support during the limited production (LP) phase of the project. Upon completion of the LP training and implementation support, Northwoods will deliver end-user training while Orange CSS training staff will deliver implementation support during the full production (FP) phase of the project. Training and implementation support ensure that an agency’s workers know how to use Traverse, allowing the agency to minimize disruption to daily workloads as Traverse goes live. Training Training activities associated with this project are described in detail in the following subsections. Solution Demonstration The first training step is a solution demonstration that shows workers how they will complete day-to-day responsibilities using Traverse. During the initial solution demonstration, the Northwoods project team provides a high-level demonstration of Traverse to Orange CSS, providing Orange CSS workers with an overview of their soon-to-be-implemented solution. This demonstration serves as a worker’s first exposure to the new solution, generating excitement for Traverse while laying the groundwork for a successful project. Web-Based Training Following the solution demonstration, Orange CSS workers will view web-based training videos to gain a deeper understanding of the features of Traverse. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Activities Work Activities 10 Web-based training videos are a proven training delivery method that provides an agency’s workers with training on the functionality of their Northwoods solution. Web-based training helps workers understand and familiarize themselves with Traverse and are specifically developed with social services workers in mind to show how they can use the software to help them better perform their daily responsibilities. Web-based training videos can be accessed within Traverse, and Orange CSS workers can access the most recent versions anytime, anywhere with an internet connection. Traverse End User Training Northwoods will conduct Traverse end user training, using newly identified business process decisions made during the business process review sessions to demonstrate day-to-day uses of Traverse. Throughout the limited production phase, Northwoods will continue to work with Orange CSS training staff, building staff’s skillset before training staff provides support to end users during the full production phase of the project. Northwoods will also provide Traverse end user training to administrative staff responsible for scanning existing case files into Traverse. Implementation Support Northwoods will provide the Orange CSS limited production team with implementation support during the limited production (LP) phase of the project to effectively support the project's implementation. Implementation support is arguably the most important step for the solution to achieve overall success at an agency. Up to this point, end users have seen and learned what the solution can and will do based on the features of the software. During implementation support, the LP team will learn how to use the software in their daily activities. During this step, a Northwoods project team member provides direct support to a LP team member in order to share successes and challenges, integrate the solution with daily tasks, and clarify any areas of confusion. This support promotes trust and confidence not only in the software but also with business processes being implemented. Having support increases user knowledge, confidence, and adoption, and reduces the likelihood that users will resort back to a paper-based system. Additionally, the Northwoods project team member helps an agency develop best practices for the solution. Training and Implementation Support Phases Training and Implementation Support for Traverse, which includes the training and implementation support activities discussed in the previous sections, is broken into two phases: limited production (LP) and full production (FP). Limited Production The Northwoods project team will provide targeted development for the Orange CSS staff and other LP participants as part of Northwoods’ implementation. Consisting of a combination of supervisors, social workers, clerical staff, and administrative staff, LP participants will receive support and consultation during a series of DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Activities Work Activities 11 targeted-support sessions. This series of sessions will allow staff to quickly apply Traverse to their daily responsibilities and enable them to become valuable internal supports for their peers once all FP participants are appropriately trained on the software. Full Production During the FP rollout of Traverse, both Northwoods and Orange CSS trainers will conduct Traverse instructor- led sessions and provided targeted support to end users. End users will learn to apply new technology and revised business processes to their day-to-day work activities. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Requirements Work Requirements 12 Work Requirements The project is organized in phases that define the work required for a successful project. Phase 0: All Project Phases The following work requirements define the specific tasks the Northwoods project team and the Orange CSS project team will complete throughout all project phases. The timeline for completion is determined by the Baseline Project Schedule deliverable, as developed by the Northwoods Project Manager and approved by the Orange CSS Project Manager. Responsibilities Code Description Responsible Party 0.1 Facilitate status review meetings throughout the duration of project to review progress and detailed plans, and identify and communicate potential risks and issues that may affect the schedule, budget, or deliverables Northwoods 0.2 Attend status review meetings Orange CSS 0.3 Prepare and distribute written status reports, including updates pertaining to project deliverables Northwoods 0.4 Review written status reports Orange CSS 0.5 Support Orange CSS designated staff Northwoods Phase 1: Startup Project startup represents one of the most important aspects of the overall project. It focuses specifically on planning and communication. During this phase, the Northwoods project team focuses on all aspects of project initiation and planning, which allows the project team to monitor, control, and complete the project within time and budget constraints while meeting all required deliverables. Objectives 1. Plan and initiate the project. 2. Assemble the Northwoods project team and secure necessary resources. 3. Assemble the Orange CSS project team and secure necessary resources. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Requirements Work Requirements 13 Responsibilities Code Description Responsible Party 1.1 Introduce Orange CSS to the Northwoods project team members and provide the agency with appropriate contact information Northwoods 1.2 Introduce Northwoods to the Orange CSS Project Manager Orange CSS 1.3 Request 4 to 6 common Orange CSS forms to begin Traverse forms design Northwoods 1.4 Provide 4 to 6 forms to Northwoods Orange CSS 1.5 Facilitate planning meeting with the Orange CSS Project Manager and other key stakeholders to: • Outline project goals • Establish roles and responsibilities of team members • Clarify the expectations of all parties • Create a shared commitment toward project success Northwoods 1.6 Attend planning meeting with the Northwoods project team Orange CSS 1.7 Review project management procedures with the Orange CSS Project Manager Northwoods 1.8 Review the format and frequency of status reports with the Orange CSS Project Manager Northwoods 1.9 Develop and submit the Baseline Project Schedule to the Orange CSS Project Manager for review Northwoods 1.10 Evaluate and approve the Baseline Project Schedule Orange CSS 1.11 Facilitate technology meeting with Orange CSS to: • Identify technical requirements and discuss implementation timelines • Discuss ACTS and NC Data Warehouse technical requirements • Discuss the Traverse 3rd Party Compatibility Matrix technical requirements Northwoods 1.12 Attend technology meeting with Northwoods Orange CSS 1.13 Identify and assign the Orange CSS limited production team, subject matter experts, forms team, and taxonomy team Orange CSS 1.14 Request user information for the Orange CSS limited production team, forms team, taxonomy team, and IT team for Traverse user provisioning Northwoods DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Requirements Work Requirements 14 Code Description Responsible Party 1.15 Provide user information for the Orange CSS limited production team, forms team, taxonomy team, and IT team for Traverse user provisioning Orange CSS 1.16 Schedule agency staff and provide environment/equipment for initial solution demonstration Orange CSS Phase 2: Design This phase includes the objectives and responsibilities for designing the business and system requirements for the project. Objectives 1. Identify business (functional) and system (nonfunctional) requirements. 2. Complete preliminary system design. Responsibilities Code Description Responsible Party 2.1 Provision the test and production SaaS environment(s) Northwoods 2.2 Take inventory of and order client hardware to ensure that it is available for deployment to Traverse end users Orange CSS 2.3 Provision and distribute client-side hardware based on Northwoods' recommendations Orange CSS 2.4 Submit the Traverse Functionality Document to the Orange CSS Project Manager Northwoods 2.5 Lead initial solution demonstration for Orange CSS staff Northwoods 2.6 Attend initial solution demonstration Orange CSS 2.7 Facilitate Forms Gathering Introduction with the Orange CSS forms team Northwoods 2.8 Participate in the Forms Gathering Introduction Orange CSS 2.9 Facilitate the Taxonomy Workshop Northwoods 2.10 Participate in the Taxonomy Workshop Orange CSS 2.11 Facilitate Forms Gathering Workshop with the Orange CSS forms team Northwoods 2.12 Participate in the Forms Gathering Workshop Orange CSS DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Requirements Work Requirements 15 Code Description Responsible Party 2.13 Review existing forms library and update forms as needed to prepare for electronic forms design Orange CSS 2.14 Provide Northwoods all forms for forms design Orange CSS 2.15 Begin designing forms Northwoods 2.16 Facilitate business process review sessions with Orange CSS SMEs Northwoods 2.17 Participate in all business process review sessions Orange CSS 2.18 Develop and submit Solution Design Document to Orange CSS for review Northwoods 2.19 Evaluate and approve the Solution Design Document Orange CSS 2.20 Provide Northwoods with, at minimum, a CSV file for ACTS demographic data via Data Warehouse Orange CSS 2.21 Develop the ETL solution based on requirements in the Solution Design Document Northwoods 2.22 Provide Orange CSS with technical requirements for configuring DUO Single Sign-On (SSO) Northwoods 2.23 Configure DUO according to Northwoods’ technical requirements Orange CSS 2.24 Configure the Traverse production environment to integrate with Orange CSS’s DUO for authentication Orange CSS 2.25 Configure groups in the Traverse production environment to accommodate end users Northwoods 2.26 Request full end user information for Traverse user provisioning Northwoods 2.27 Provide full end user information for Traverse user provisioning Orange CSS 2.28 Provide finalized taxonomy to Northwoods Orange CSS 2.29 Configure Traverse according to solution requirements Northwoods Phase 3: Test The Northwoods project team performs system testing—along with ETL testing—within a dedicated test environment to confirm the system complies with specified requirements. ETL testing involves testing of the ETL process(es) to confirm data from ACTS via NC Data Warehouse is available and mapped correctly. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Requirements Work Requirements 16 Objective 1. Verify that all functional and nonfunctional requirements are satisfied prior to full production implementation. 2. Verify Production Release Criteria have been achieved. Responsibilities Code Description Responsible Party 3.1 Perform system testing within a dedicated test environment to verify the solution’s configuration complies with specified requirements Northwoods 3.2 Perform ETL testing within a dedicated test environment to ensure the ETL process(es) are configured correctly and in accordance with the Solution Design Document Northwoods 3.3 Provide Orange CSS IT with consultation around updating hardware and software systems configuration, as needed Northwoods 3.4 Facilitate ETL review with Orange CSS Northwoods 3.5 Participate in the ETL review Orange CSS 3.6 Formally approve the ETL review Orange CSS 3.7 Deploy ETL process(es) to the Traverse production environment Northwoods Phase 4: Deploy This phase includes the objectives and responsibilities for deploying the project, including an iterative, multilayered approach to training and implementation support. Objective 1. Deploy client hardware and software. 2. Train and support end users on system functions and new/revised business processes. Responsibilities Code Description Responsible Party 4.1 Place all electronic forms into the Orange CSS Traverse production system Northwoods 4.2 Deploy client-side hardware based on recommendations Orange CSS 4.3 Deploy desktop scanner drivers to applicable worker desktops Orange CSS DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Requirements Work Requirements 17 Code Description Responsible Party 4.4 Install the Dynamsoft scanning utility on worker desktops Orange CSS 4.5 Install the Traverse Virtual Print Driver on worker desktops Orange CSS 4.6 Add Traverse browser shortcut to worker desktops Orange CSS 4.7 Add Traverse to favorites/bookmarks in worker browsers Orange CSS 4.8 Add Traverse link to Orange CSS intranet site Orange CSS 4.9 Deploy the Traverse mobile application to worker mobile devices, if necessary Orange CSS 4.10 Develop and submit training schedule to Orange CSS for review Northwoods 4.11 Evaluate and approve the training schedule Orange CSS 4.12 Schedule training sessions, create rosters, and provide training equipment and logistical support Orange CSS 4.13 Provide Orange CSS with consultation on how the agency will maintain the MEI and manually build new cases in Traverse Northwoods 4.14 Conduct Traverse system administration training for designated Orange CSS staff Northwoods 4.15 Participate in Traverse system administration training Orange CSS 4.16 Review maintenance and support protocol/procedures with Orange CSS Northwoods 4.17 Review maintenance and support protocol/procedures with Northwoods Orange CSS 4.18 Conduct Traverse instructor-led training sessions, reviewing Orange CSS- specific configuration with designated staff Northwoods 4.19 Participate in the Traverse instructor-led training sessions Orange CSS 4.20 Conduct targeted limited production support sessions Northwoods 4.21 Participate in targeted limited production support sessions Orange CSS 4.22 Conduct the end user kickoff session, introducing end users to Traverse Orange CSS 4.23 Conduct Traverse instructor-led training sessions with Orange CSS end users Northwoods 4.24 Participate in Traverse instructor-led training sessions Orange CSS 4.25 Provide materials on onboarding and support for post-project success Northwoods DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Requirements Work Requirements 18 Code Description Responsible Party 4.26 Conduct an end-of-project assessment Northwoods Phase 5: Closeout This phase includes the objectives and responsibilities for finalizing the project. Objective 1. Confirm Project Acceptance Criteria. 2. Verify completion of work requirements and deliverable acceptance. 3. Verify Project Acceptance Criteria have been achieved. 4. Formally close the project. Responsibilities Code Description Responsible Party 5.1 Review outstanding issues with the Orange CSS Project Manager Northwoods 5.2 Review Project Acceptance Criteria with the Orange CSS Project Sponsor and Project Manager Northwoods 5.3 Submit Project Acceptance form for signoff Northwoods 5.4 Approve project acceptance Orange CSS 5.5 Perform administrative closure: final invoicing; collection and archival of project records; and release of project resources (for example, staff, facilities, and automated systems) Northwoods 5.6 Decommission the Traverse test environment Northwoods Location and Hours of Work In order to reduce deployment barriers, the work activities performed by the Northwoods project team are performed remotely and on location at Orange CSS. As a result, Orange CSS must provide the following to the Northwoods project team: • Open/escorted facility access for project team members (including after hours when work activities cannot be accomplished during normal business hours) • Office space and/or cubicles with the ability to be secured and at least one active network jack (Ethernet connection), or wireless access point, and one electrical connection DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Requirements Work Requirements 19 • Office furniture (desk and chairs) • Meeting rooms with an overhead projector, whiteboard, and supplies for conducting facilitated meetings (based on availability) To the extent possible, onsite work by the Northwoods project team occurs during regular business hours. On occasion, the Northwoods project team may work onsite during evenings, nights, weekends, holidays, and other nonstandard work hours to maintain the Baseline Project Schedule. As a result, facility access during nonstandard hours may be necessary. Much of the project work will be performed remotely. When working remotely, the Northwoods project team ensures the effective exchange of information and transfer of knowledge by using alternate methods of communication including but not limited to email, teleconferencing, and remote network access. Project Acceptance The following acceptance criteria are used to acknowledge acceptance of the final project deliverable: • All Northwoods assigned project work requirements have been completed. • All project deliverables have been accepted. The Northwoods Project Manager submits a Project Acceptance form once project acceptance criteria have been achieved. The Orange CSS Project Sponsor, or authorized designee, evaluates whether the final project deliverable meets project acceptance criteria listed above. If the final project deliverable meets the project acceptance criteria, the Orange CSS Project Sponsor, or authorized designee, signs the Project Acceptance form within five business days to acknowledge acceptance of the project. Should the final project deliverable fail to conform to acceptance criteria, the Orange CSS Project Sponsor, or authorized designee, documents any deficiencies in the Project Acceptance form and returns the form to the Northwoods Project Manager within five business days. The Northwoods Project Manager then facilitates corrective action and resubmits the Project Acceptance form once corrective action is complete. If the Project Acceptance form is not returned to the Northwoods Project Manager within five business days, the project is deemed accepted by the customer. Project Assumptions The following assumptions are used to acknowledge requirements and dependencies for the project. Code Topic Assumption A.1 General All project participants will provide the necessary resources (for example, human resources, facilities, and equipment) to complete assigned work activities within established timelines in the approved Baseline Project Schedule deliverable. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Requirements Work Requirements 20 Code Topic Assumption A.2 General Orange CSS will provide Northwoods with local and remote (VPN) network access and appropriate security privileges to application server(s) for the Northwoods project team to complete configuration of solution software. To facilitate an expedient project implementation, this access should be unescorted whenever possible. A.3 General Orange CSS will provide: • Technical assistance as needed • Appropriate security and network access levels to all required support systems related to the project • Appropriate access levels, procedure documentation, and/or consultation for all supporting systems A.4 General Orange CSS will adhere to timeframes established in a mutually agreed upon Baseline Project Schedule. Delays in project activities may result in additional service costs, change orders, and possible delays in the project. A.5 Project Planning and Management The Orange CSS Project Manager will coordinate activities for Orange CSS resources (for example, personnel and facilities). A.6 Forms Design The Northwoods project team will be responsible for reviewing and approving all Traverse forms prior to placing them in the production environment. A.7 Forms Design The Northwoods forms designers will only design forms in English and— upon request—Spanish, with each designed form contributing to the total number of forms purchased in accordance with the Orange CSS Traverse contract. Orange CSS will be responsible for identifying and/or requesting Spanish forms during project startup. A.8 Client Hardware Deployment Orange CSS will purchase and install client hardware within timeframes established in a mutually agreed upon Baseline Project Schedule. Delays in purchasing client hardware may result in additional service costs and possible delays in the project. A.9 Client Hardware Deployment Orange CSS will be responsible for configuring an appropriate Enterprise Mobility Management (EMM) tool. A.10 Client Hardware Deployment Northwoods will provide technical specifications for Orange CSS to procure all necessary client hardware. A.11 Client Hardware Deployment Orange CSS will be responsible for purchasing appropriate desktop scanners. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Requirements Work Requirements 21 Code Topic Assumption A.12 Commercially Available Software Traverse is a commercially available software product. As such, suggestions for changes/enhancements to software source code may be considered for future releases, but implementation will not be contingent upon these changes. A.13 System Integration Orange CSS will adhere to requirements for Traverse single sign-on functionality, provided by Northwoods. A.14 System Integration Orange CSS’s single sign-on provider will be configured with SAML 2.0 IdP. A.15 Extract, Transform, Load Orange CSS will adhere to the Solution Design Document and the ETL specifications provided by Northwoods. A.16 Extract, Transform, Load Changes to the ETL process(es) will be subject to Change Management, as detailed in “Appendix A: Change Management”. A.17 Extract, Transform, Load Orange CSS will be responsible for providing Northwoods with access to ACTS demographic data via NC Data Warehouse. A.18 Extract, Transform, Load ACTS data files, provided by Orange CSS in a format specified by Northwoods, must have a unique identifier for each case and person. A.19 Extract, Transform, Load Orange CSS will be responsible for resolving any duplicate records for cases and people within ACTS prior to the execution of any Traverse ETL process(es). A.20 Extract, Transform, Load Northwoods will not be responsible for resolving any duplicate records for cases and people within Traverse. A.21 Extract, Transform, Load Orange CSS must provide Northwoods with a prompt response in the event Northwoods identifies an ACTS data issue. A.22 Testing Orange CSS will provide the appropriate network access and security privileges for Northwoods’ testers. A.23 Testing Following completion of the ETL review, as detailed in “Phase 3: Test,” Northwoods will promote Traverse to its production environment (upon Orange CSS’s approval and authorization). Upon project completion, Northwoods will decommission the Traverse test environment. A.24 Training Consistent with the approved training schedule, Orange CSS will ensure users can access remote and web-based training. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Work Requirements Work Requirements 22 Code Topic Assumption A.25 Training Based on a mutually approved training schedule, Orange CSS users will attend each scheduled training session. Northwoods is not responsible for makeup training sessions. A.26 Out of Scope Imaging of closed case files (that is, backfile scanning) outside of case file scanning mutually approved during the project is considered outside of project scope. Northwoods will train Orange CSS on scanning best practices for the open and active cases that will be ingested during implementation. While Orange CSS will be responsible for scanning any inactive and/or closed case files, this activity will not impact Northwoods’ ability to implement Traverse and ultimately close this project in a timely manner. A.27 Out of Scope Shredding of paper documents is considered outside of project scope. A.28 Out of Scope Following project closure, any forms maintenance requests that exceed the allotted 10 hours of forms maintenance is considered outside of project scope and will be subject to additional fees. A.29 Out of Scope Importing case notes from ACTS is considered out of scope. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Appendix A: Change Management Appendix A: Change Management A-1 Appendix A: Change Management Many projects suffer from “scope creep,” “growing requirements,” and changes in plans that ultimately cause unnoticed slippage in the budget and schedule and loss of the control needed to deliver the intended work products according to specifications. Effective Change Management ensures that changes within the project are made in a consistent manner and that key stakeholders are informed of the state of the requested changes and the impact of those changes. Change Control Process The purpose of Northwoods’ Change Control Process is to ensure that changes within the project are made in a consistent manner and that key stakeholders are informed of the state of the requested changes and the impact of these changes. Whenever possible, the Northwoods project team works with Orange CSS to identify in-scope workarounds for any out-of-scope requests. The Change Control Process is a three-step process. • Identification • Evaluation • Management The following diagram represents the Change Control Process for the project. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Appendix A: Change Management Appendix A: Change Management A-2 Identification A Change Request (CR) form is used to formally initiate a change request. Types of change requests to be initiated using this form include changes to the project. Any project stakeholder can initiate a change request by submitting a Change Request (CR) form to the Northwoods Project Manager. The Northwoods Project Manager screens the request to determine whether or not there is adequate information for evaluation. The Northwoods Project Manager may request that more information be provided. Once enough information is available to assess the CR, the Northwoods Project Manager reviews the request with the Orange CSS Project Manager, and they collectively decide if the change should be recommended for further evaluation. Evaluation The Northwoods Project Manager and the Orange CSS Project Manager can jointly accept in-scope or out-of- scope changes whose impact does not exceed the following threshold limits: • A delay of one or more days to any project deliverable, milestone, or scheduled project completion date • Scope changes to any project deliverable • Negative impact on the quality of a project deliverable • Additional expenditures in excess of $100 or additional project resources DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Appendix A: Change Management Appendix A: Change Management A-3 • Requested changes/enhancements to project products If the change request exceeds any of the established threshold limits, the Northwoods Project Manager evaluates whether the CR is within the overall scope of the project. If the requested change exceeds the threshold but is within scope of the project, the Northwoods Project Manager refers the CR to the Northwoods Project Management Office (PMO) for a decision. In instances for which the CR exceeds the threshold but is not within scope of the project, the Northwoods Project Manager refers the matter to the Northwoods Change Control Board (CCB), which determines if the change request is to be implemented. The Northwoods Project Manager communicates decisions by the PMO/CCB to the Orange CSS Project Manager. Management The Northwoods Project Manager is responsible for implementing approved change requests and managing the risks associated with all approved or rejected change requests. The details surrounding all approved change requests expanding the scope of the project, are provided to each respective legal department to determine if such changes require a change to existing governing project documents or whether additional governing documents are required. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Appendix B: Deliverable Review Procedures Appendix B: Deliverable Review Procedures B-1 Appendix B: Deliverable Review Procedures The tools, techniques, and procedures described in this section are used to create a clear and unambiguous definition of each project deliverable and of the process used to obtain acceptance of each deliverable. To be accepted, all deliverables must be: • In accordance with the scope of work defined for this project • Complete and ready for handover • Reviewed and approved by the Orange CSS Project Manager in accordance with the defined acceptance criteria for the respective deliverable Review Methods Depending on its classification, project deliverables are reviewed through formal evaluation, functional review, or walk-through inspection. The purpose of deliverable classification is to ensure each deliverable receives the appropriate level of review and acceptance based on the characteristics, complexity, and source of the deliverable. • Formal Evaluation: The systematic process of evaluating whether a deliverable meets specifications. Formal evaluations are most appropriate for written deliverables that require review by multiple Orange CSS SMEs. • Functional Review: The informal and immediate review of a deliverable to gain immediate feedback about content or technical quality. Alterations to the deliverable often occur during the review. Functional reviews are most appropriate for written deliverables or performance-based deliverables within the area of expertise and/or responsibility of a single person or small work group. • Walk-Through Inspection: The informal and immediate examination of material or equipment. The purpose is to validate the completion of a deliverable work activity. Walk-through inspections are most appropriate for performance-based deliverables within the area of expertise and/or responsibility of a single person or small work group. Functional reviews and walk-through inspections typically allow for faster turnaround time for review and acceptance than formal evaluations. They differ from formal evaluation with their openness of structure in which direct verification occurs at the time of review or inspection. Formal Evaluation The following deliverable acceptance procedure describes the formal evaluation process: 1. The Northwoods Project Manager submits a Deliverable Acceptance form (for more information, see the “Acceptance Log” section of this document) as the deliverable is completed. Within five business DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Appendix B: Deliverable Review Procedures Appendix B: Deliverable Review Procedures B-2 days, the Orange CSS Project Manager and any necessary Orange CSS SMEs evaluate whether the deliverable meets the acceptance criteria. 2. If the deliverable meets the outlined specifications, the Orange CSS Project Manager signs the Deliverable Acceptance form acknowledging acceptance of the deliverable. The Orange CSS Project Manager then returns the form to the Northwoods Project Manager within the five-day review period and no further action is necessary. 3. If a deliverable were to fail to conform to acceptance criteria, the Orange CSS Project Manager must adequately document the deficiency in the Deliverable Acceptance form and return the form to the Northwoods Project Manager within the five-day review period. The Northwoods Project Manager then facilitates corrective action and returns the corrected deliverable within a mutually agreed upon timeframe. 4. The Orange CSS Project Manager evaluates and approves or rejects corrected deliverables received from the Northwoods Project Manager within five business days, unless the Orange CSS Project Manager notifies the Northwoods Project Manager within the five business days that additional time is required for the review. Both the Northwoods Project Manager and the Orange CSS Project Manager must mutually agree to the time of the extension. 5. If additional corrective action is necessary, both the Northwoods Project Manager and Orange CSS Project Manager must mutually agree to the time period for corrective action. 6. Any deliverables not evaluated and returned to the Northwoods Project Manager for correction within the agreed upon period are deemed accepted by Orange CSS. Functional Review The following deliverable acceptance procedure describes the process for functional reviews: 1. The Northwoods Project Manager meets with the Orange CSS Project Manager to evaluate whether the deliverable meets the acceptance criteria. As needed, additional reviewers may review the deliverable based on specific areas of expertise. 2. The Orange CSS Project Manager determines if the deliverable should be accepted or rejected. If a deliverable were to fail to conform to acceptance criteria, the Northwoods Project Manager and the Orange CSS Project Manager may immediately attempt to make alterations to the deliverable. If the deliverable meets the outlined specifications, the Orange CSS Project Manager signs the Deliverable Acceptance form acknowledging acceptance of the deliverable and no further action is necessary. 3. Should a deliverable fail to conform to acceptance criteria and immediate alterations are unsuccessful or not practical/possible, the Northwoods Project Manager documents the deficiency in the Deliverable Acceptance form. The Northwoods Project Manager then facilitates corrective action and returns the corrected deliverable within three business days. The Northwoods Project Manager and the Orange CSS Project Manager may mutually agree to a time extension if additional time is necessary for corrective action. 4. Following corrective action, the Northwoods Project Manager notifies the Orange CSS Project Manager. The Northwoods Project Manager and the Orange CSS Project Manager meet within three DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Appendix B: Deliverable Review Procedures Appendix B: Deliverable Review Procedures B-3 business days after notification of corrective action is sent to the Orange CSS Project Manager for the Orange CSS Project Manager to approve or reject the corrected deliverable, unless the Orange CSS Project Manager notifies the Northwoods Project Manager that additional time is required. Both the Northwoods Project Manager and the Orange CSS Project Manager must mutually agree to a time extension to review the corrected deliverable. 5. If additional corrective action is necessary, both the Northwoods Project Manager and the Orange CSS Project Manager must mutually agree to the time period for corrective action. 6. Any deliverables not inspected within the agreed upon period are deemed accepted by the Orange CSS Project Manager. Walk-Through Inspection The following deliverable acceptance procedure describes the process for walk-through inspections: 1. The Northwoods Project Manager meets with the Orange CSS Project Manager to evaluate whether the deliverable meets the acceptance criteria. As needed, additional reviewers may review the deliverable based on specific areas of expertise. 2. The Orange CSS Project Manager determines if the deliverable should be accepted or rejected. If a deliverable were to fail to conform to acceptance criteria, the Northwoods Project Manager and the Orange CSS Project Manager may immediately attempt to make alterations to the deliverable. If the deliverable meets the outlined specifications, the Orange CSS Project Manager signs the Deliverable Acceptance form acknowledging acceptance of the deliverable and no further action is necessary. 3. Should a deliverable fail to conform to acceptance criteria and immediate alterations are unsuccessful or not practical/possible, the Northwoods Project Manager documents the deficiency in the Deliverable Acceptance form. The Northwoods Project Manager then facilitates corrective action and returns the corrected deliverable within three business days. The Northwoods Project Manager and the Orange CSS Project Manager may mutually agree to a time extension if additional time is necessary for corrective action. 4. Following corrective action, the Northwoods Project Manager notifies the Orange CSS Project Manager. The Northwoods Project Manager and the Orange CSS Project Manager meet within three business days after notification of corrective action is sent to the Orange CSS Project Manager for the Orange CSS Project Manager to approve or reject the corrected deliverable, unless the Orange CSS Project Manager notifies the Northwoods Project Manager that additional time is required. Both the Northwoods Project Manager and the Orange CSS Project Manager must mutually agree to a time extension to review the corrected deliverable. 5. If additional corrective action is necessary, both the Northwoods Project Manager and the Orange CSS Project Manager must mutually agree to the time period for corrective action. 6. Any deliverables not inspected within the agreed upon period are deemed accepted by the Orange CSS Project Manager. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Appendix B: Deliverable Review Procedures Appendix B: Deliverable Review Procedures B-4 Acceptance Log The Northwoods Project Manager will maintain an Acceptance Log to document the delivery and approval of each deliverable. The Acceptance Log will include the following information: • ID: The identification number assigned to the deliverable. • Deliverable Description: Brief identification of the deliverable which may include the cross reference from the Project Management Plan or Acceptance Delivery Plan for the deliverable. • Date Submitted: The date the Northwoods Project Manager presents the deliverable to the Orange CSS Project Manager for acceptance. • Approval Decision: Indication of whether or not the deliverable is approved or rejected by the Orange CSS Project Manager. • Date of Decision: Date that the approval or rejection decision by the Orange CSS Project Manager took place. Timeliness A mutually agreed upon Baseline Project Schedule establishes the baseline timeframes and how related deliverables are tracked and accounted for throughout the project. The Baseline Project Schedule is routinely evaluated by the Northwoods Project Manager for comparison of baseline data against actual performance. Risks and deviations to the plan are identified in written status reports and/or discussed during project team status meetings. As a result, the Northwoods Project Manager identifies schedule variance and potential problems, adjusts the schedule and/or reassigns resources, and reports progress to appropriate stakeholders and team members. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Appendix C: Deliverable Acceptance Criteria Appendix C: Deliverable Acceptance Criteria C-1 Appendix C: Deliverable Acceptance Criteria The following table provides a deliverable description and identifies the review method and acceptance criteria standards for each deliverable in this project. Deliverable Description Acceptance Criteria Baseline Project Schedule Defines work breakdown activities associated with developing project deliverables and executing project work. Review Method: Formal Evaluation The delivered Project Schedule addresses the following: • Deliverable task activities • Estimated start and finish dates for all task activities • Intermediate and terminating milestones • Summary tasks that roll up task activities Training Schedule Establishes when solution training will occur. Review Method: Formal Evaluation The delivered Training Schedule details the time, place, and assigned resource(s) for all project-associated training activities. Client Software Deployment Includes the deployment of all client-side software by Orange CSS. Review Method: Walk-Through Inspection Solution software has been installed in accordance with the “Client Software Deployment” section of this document and is ready for production use. Business Process Review Includes the review of defined business processes which are a result of the deployment of the Traverse solution. Review Method: Functional Review In alignment with the methodology used to implement the full Traverse solution, Business Process Review has been provided to jointly review and analyze business processes leading to the best use of Traverse for the needs of the agency. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Appendix C: Deliverable Acceptance Criteria Appendix C: Deliverable Acceptance Criteria C-2 Deliverable Description Acceptance Criteria SaaS Environment Setup Includes provisioning the cloud environment(s). Review Method: Functional Review The SaaS environment(s) have been configured and are ready for production. Solution Design Document Details the configuration of Traverse as well as the development of the ETL process(es) between ACTS via NC Data Warehouse and Traverse Review Method: Formal Evaluation The delivered Solution Design Document addresses: • The baseline Traverse configuration. • The fields that will be drawn from ACTS via NC Data Warehouse. • Provides case-, client-, and service provider-based information from ACTS via NC Data Warehouse to Traverse. Baseline ETL Configuration Defines the configuration of the ETL process(es). Review Method: Functional Review ETL process(es) have been configured consistent with the approved Solution Design Document. Preliminary ETL process(es) have been placed under configuration management and baselined as a benchmark and reference point for future system changes. Taxonomy Development Details Orange CSS’s taxonomy, which underpins their Traverse solution. Review Method: Formal Evaluation The taxonomy contains all applicable content types associated with Orange CSS’s business units. Electronic Forms Design Includes the design of electronic forms in the Traverse solution. Review Method: Functional Review Forms created within the Traverse solution, as established in the “Electronic Forms Design” section of this document, have been added to the production environment. DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22 | Statement of Work | Traverse Implementation Project | Appendix C: Deliverable Acceptance Criteria Appendix C: Deliverable Acceptance Criteria C-3 Deliverable Description Acceptance Criteria ETL Testing Includes the testing of the Traverse ETL process(es). Review Method: Walk-Through Inspection All requirements in the Solution Design Document, provided as part of the project, have been completed. ETL Review Includes the review of specific baselines to ensure the project is ready to proceed with end-user implementation. Review Method: Walk-Through Inspection All baselines are deemed acceptable and the solution is ready to “go live.” Training Includes training necessary to enable all end users, including front-line workers, supervisors, management, and support staff, to independently operate primary system functions. Review Method: Functional Review Consistent with the approved training schedule and course descriptions, training has been conducted in accordance with the “Training and Implementation Support” section of this document. Implementation Support Includes the post-training personal assistance for limited production staff by Northwoods personnel. Review Method: Functional Review Implementation support has been provided in accordance with the “Training and Implementation Support” section of this document. 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Insurance is primary and non-contributory with 30-day notice of cancellation. Waiver of subrogation in favor of certificate holder is included as indicated in the columns above. $5,000,000Aggregate Limit $5,000,000Occurrence Limit 03/01/202503/01/2024D95273233YYProfessional // Cyber LiabilityC 1,000,000 1,000,000 1,000,000 8 03/01/202503/01/20240K292308YNA 4,000,000 4,000,000 03/01/202503/01/20249M561188YY 10,0008 8 8A 1,000,000 03/01/202503/01/20248L296659YY 88 8 B 2,000,000 2,000,000 1,000,000 10,000 300,000 1,000,000 03/01/202503/01/202412S91869YY 8 8 8 A 22667CHUBB INSURANCE COMPANY 65927THE PHOENIX INSURANCE COMPANY 13439Travelers Property & Casualty Company of America 43017OHDUBLIN 5200 RINGS RD Northwoods Consulting Partners andreaa@preferredinscenter.com (877) 370-8549(419)678-2326 Andrea AbouJaoude 45828OHColdwater 809 W Main Street Preferred Insurance Center 3/6/2024 DocuSign Envelope ID: D7D212FB-FBC9-4D6C-91D3-137CA2E41E22