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HomeMy WebLinkAbout2024-463-E-IT Dept-immixTechnology-Kronos software maintenanceRevised 04/23 1 [Departmental Use Only] TITLE ImmixKronos FY 25 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 22nd day of July, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and immixTechnology, 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 (insert type of project): Software maintenance and technical support for Kronos software (time and attendance system). 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: 377E4FC8-704B-4C15-9A8C-51271BD1336F 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: 377E4FC8-704B-4C15-9A8C-51271BD1336F Revised 04/23 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): Software maintenance and technical support for the application listed in the Scope of Work section (see also Attachment A - quote number QUO-1467556-S1R4C5). The products shall be provided in accordance with the terms and conditions of GSA Schedule Contract number GS-35F-0265X which are hereby incorporated into this Agreement. 4. Duration of Services a. Term. The term of this Agreement shall be from August 1, 2024 to July 31, 2025. 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 August 1, 2024. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed sixty-nine thousand nine hundred and eighteen and 84/100 Dollars ($69,918.84). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Robert Reynolds) to act as the County's representative with respect to the Project who shall have the authority to Docusign Envelope ID: 377E4FC8-704B-4C15-9A8C-51271BD1336F Revised 04/23 4 render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or Docusign Envelope ID: 377E4FC8-704B-4C15-9A8C-51271BD1336F Revised 04/23 5 by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. Docusign Envelope ID: 377E4FC8-704B-4C15-9A8C-51271BD1336F Revised 04/23 6 c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects Docusign Envelope ID: 377E4FC8-704B-4C15-9A8C-51271BD1336F Revised 04/23 7 County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Robert Reynolds immixTechnology, Inc. P.O. Box 8181 8444 Westpark Dr, Ste 200 Hillsborough, NC 27278 McLean, VA 22102 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: 377E4FC8-704B-4C15-9A8C-51271BD1336F 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: _________________________________ Travis Myren, County Manager By: __________________________________ Meghan Cohen, Sales Manager Printed Name and Title Docusign Envelope ID: 377E4FC8-704B-4C15-9A8C-51271BD1336F 7/30/20248/1/2024 Revised 04/23 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: immixTechnology, Inc. Vendor Contact Person: Meghan Cohen Phone: 703-712-4998 Address: 8444 Westpark Drive, Suite 200 City McLean State: VA Zip: 22102 Department: IT Amount: $65,040.78 [acct 625010], $4,878.06 [tax acct] Purpose: Kronos software maintenance Budget Code(s): 10315020-625010 Vendor # 60678 Vendor Status with NCSOS: Active - current Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 22 July 2024 End Date 31 July 2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Robert Reynolds Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prio r to execution of the agreement. Services related to this agreement have already begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contr acts: Received for record retention: Docusign Envelope ID: 377E4FC8-704B-4C15-9A8C-51271BD1336F 7/30/2024 7/30/2024 7/31/2024 8/1/2024 8/1/2024 Revised 04/23 10 Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 377E4FC8-704B-4C15-9A8C-51271BD1336F Sales Quotation Please reference ImmixTechnology's "QUO" quote number and Government Contract number on any purchase orders issued against this quote Please apply tax to Purchase Order if applicable Item Part Number Contract Trans Type Product Description Qty Price Extended Price 1 8604315-001GM GS-35F-0265X MNT Gold Maintenance for Workforce Teletime IP V8, Base System, 5 lines** TRUSTED PRODUCT ** 1 $3,418.9400 $3,418.94 Period of Performance: 8/1/2024 to 7/31/2025. 2 8604394-001GM GS-35F-0265X MNT Gold Maintenance for KSS Tool, FT-PT Analysis Report V8** TRUSTED PRODUCT ** 1 $773.9900 $773.99 Period of Performance: 8/1/2024 to 7/31/2025. 3 8800175-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Timekeeper V8 - per employee** TRUSTED PRODUCT ** 1225 $10.4400 $12,789.00 Period of Performance: 8/1/2024 to 7/31/2025. 4 8800175-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Timekeeper V8 - per employee** TRUSTED PRODUCT ** 100 $9.7500 $975.00 Period of Performance: 8/1/2024 to 7/31/2025. 5 8800176-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Accruals V8 - per employee** TRUSTED PRODUCT ** 1225 $4.0700 $4,985.75 Period of Performance: 8/1/2024 to 7/31/2025. 6 8800177-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Employee V8 - per employee** TRUSTED PRODUCT ** 1225 $7.0800 $8,673.00 Period of Performance: 8/1/2024 to 7/31/2025. 7 8800177-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Employee V8 - per employee** TRUSTED PRODUCT ** 100 $6.6200 $662.00 Period of Performance: 8/1/2024 to 7/31/2025. 8 8800178-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Manager V8 - per employee** TRUSTED PRODUCT ** 205 $81.7400 $16,756.70 Period of Performance: 8/1/2024 to 7/31/2025. Keith Chnupa ORANGE , COUNTY OF (NC) 200 S CAMERON ST HILLSBOROUGH, NC 27278 PH: (919) 245 2289 kchnupa@co.orange.nc.us Contract No.:GS-35F-0265X CAGE Code:3CA29 DUNS No.:09-869-2374 TAX ID#:54-1912608 Terms:NET 30 FOB:Destination Quote Number:QUO-1467556-S1R4C5 Quote Date:5/14/2024 Expiration Date:8/1/2024 Order Address: immixTechnology, Inc. 8444 Westpark Drive, Suite 200 McLean, VA 22102 PH: 703-752-0610 FX: 703-752-0611 immixTechnology, Inc. Contact:Chanthakhoune, Eric +1 571-384-3751 Eric.Chanthakhoune@immixgroup.com Manufacturer Quote #:Manufacturer Contact:Doraghi, Manny Manufacturer Ref #:6101529 202 797 7711 X114 mdoraghi@figleaf.com All Pricing information is confidential Page 1 of 3 Quote # QUO-1467556-S1R4C5 Attachment ADocusign Envelope ID: 377E4FC8-704B-4C15-9A8C-51271BD1336F Continued Sales Quotation Item Part Number Contract Trans Type Product Description Qty Price Extended Price 9 8800178-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Manager V8 - per employee** TRUSTED PRODUCT ** 20 $81.7400 $1,634.80 Period of Performance: 8/1/2024 to 7/31/2025. 10 8800178-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Manager V8 - per employee** TRUSTED PRODUCT ** 5 $72.0200 $360.10 Period of Performance: 8/1/2024 to 7/31/2025. 11 8800178-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Manager V8 - per employee** TRUSTED PRODUCT ** 50 $76.3600 $3,818.00 Period of Performance: 8/1/2024 to 7/31/2025. 12 8800180-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Activities V8 - per employee** TRUSTED PRODUCT ** 150 $10.5500 $1,582.50 Period of Performance: 8/1/2024 to 7/31/2025. 13 8800180-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Activities V8 - per employee** TRUSTED PRODUCT ** 100 $8.4500 $845.00 Period of Performance: 8/1/2024 to 7/31/2025. 14 8800182-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Leave V8 - per employee** TRUSTED PRODUCT ** 900 $2.9600 $2,664.00 Period of Performance: 8/1/2024 to 7/31/2025. 15 8800182-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Leave V8 - per employee** TRUSTED PRODUCT ** 75 $7.1600 $537.00 Period of Performance: 8/1/2024 to 7/31/2025. 16 8800184-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Enterprise Archive V8 -per employee** TRUSTED PRODUCT ** 1225 $1.0600 $1,298.50 Period of Performance: 8/1/2024 to 7/31/2025. 17 8800185-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Integration Manager V8 - per employee** TRUSTED PRODUCT ** 1225 $2.2000 $2,695.00 Period of Performance: 8/1/2024 to 7/31/2025. 18 8800187-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Mobile Employee V8 - per employee** TRUSTED PRODUCT ** 200 $1.4200 $284.00 Period of Performance: 8/1/2024 to 7/31/2025. 19 8800188-000GM GS-35F-0265X MNT Gold Maintenance for Workforce Mobile Manager V8 - per employee** TRUSTED PRODUCT ** 25 $11.5000 $287.50 Period of Performance: 8/1/2024 to 7/31/2025. SW MAINTENANCE $65,040.78 Grand Total $69,918.84 All Pricing information is confidential Page 2 of 3 Quote # QUO-1467556-S1R4C5 NC SALES TAX (7.5%): $4,878.06 Docusign Envelope ID: 377E4FC8-704B-4C15-9A8C-51271BD1336F IM05103 - SID 6101529 8/1/24 - 7/31/25 Subject to the Terms and Conditions of GSA MAS Contract Number GS-35F-0265X; See GSA eLibrary: http://www.gsaelibrary.gsa.gov/ElibMain/home.do Taxes: Sales tax shall be added at the time of an invoice, unless a copy of a valid tax exemption or resale certificate is provided. All Purchase Orders must include: End User Name, Phone Number, Email Address, Purchase Order Number, Government Contract Number, Our Quote Number, Part Numbers, Bill-To and Ship-To Address (Cannot ship to a PO Box), Period of Performance (if applicable), and a Signature of a duly Authorized Representative. The identified line items are Trusted Products under the immixGroup Trusted Supplier Program. immixGroup Trusted Supplier Program Policies, Commitments and Guarantees/Warranties can be obtained at: http://www.immixgroup.com/uploadedFiles/Trusted-Supplier-Program_Guarantee-and-Warranty.pdf All Pricing information is confidential Page 3 of 3 Quote # QUO-1467556-S1R4C5 Docusign Envelope ID: 377E4FC8-704B-4C15-9A8C-51271BD1336F Holder Identifier : 7777777707070700077763616065553330763735764015474607762215770634132071660557146323320752405777247455007700415716670310077224311724501320774265151223653007724275512274570077727252025773110777777707000707007 6666666606060600062606466204446200620002606226002006222204060240022060202262600402200600202626224222006222004060060002062200240402600200622220624000242006022266202440062066646062240664440666666606000606006Certificate No :570107289076CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 07/18/2024 IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. PRODUCER Aon Risk Services Northeast, Inc. New York NY Office One Liberty Plaza 165 Broadway, Suite 3201 New York NY 10006 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 11126Sompo America Insurance CompanyINSURER A: 22667ACE American Insurance CompanyINSURER B: 20702ACE Fire Underwriters Insurance Co.INSURER C: 43575Indemnity Insurance Co of North AmericaINSURER D: 20699ACE Property & Casualty Insurance Co.INSURER E: INSURER F: FAX (A/C. No.):(800) 363-0105 National Union Fire Ins Co of Pittsburgh 19445 CONTACT NAME: Arrow Electronics, Inc. and Subsidiaries immixGroup, Inc. immixTechnology Inc. EC America, Inc. 9201 E. Dry Creek Road Contennial CO 80112 USA COVERAGES CERTIFICATE NUMBER:570107289076 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.Limits shown are as requested POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,900,000 $1,900,000 $1,000,000 $4,000,000 $4,000,000 B 06/15/2024 06/15/2025 SIR applies per policy terms & conditions XSLG48911730 PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $2,000,000D06/15/2024 06/15/2025 COMBINED SINGLE LIMIT (Ea accident) CAL H10839415 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $10,000,000 $10,000,000 06/15/2024 SIR applies per policy terms & conditions UMBRELLA LIABE 06/15/2025XEUG72526442004 RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- ER PER STATUTED06/15/2024 06/15/2025 SCFC58095801C 06/15/2024 06/15/2025 WLRC58095576B 06/15/2024 06/15/2025 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 WLRC58095655 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Orange County, its officers, agents and employees are included as Additional Insured in accordance with the policy provisions of the General Liability policy. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEOrange County 300 West Tryon Street PO Box 8181 Hillsborough NC 27278 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. Docusign Envelope ID: 377E4FC8-704B-4C15-9A8C-51271BD1336F AGENCY CUSTOMER ID: ADDITIONAL REMARKS SCHEDULE LOC #: ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:ACORD 25 FORM TITLE:Certificate of Liability Insurance EFFECTIVE DATE: CARRIER NAIC CODE POLICY NUMBER NAMED INSUREDAGENCY See Certificate Number: See Certificate Number: 570107289076 570107289076 Aon Risk Services Northeast, Inc. 570000083088 ADDITIONAL POLICIES If a policy below does not include limit information, refer to the corresponding policy on the ACORD certificate form for policy limits. INSURER INSURER INSURER INSURER INSURER(S) AFFORDING COVERAGE Page _ of _ NAIC # Arrow Electronics, Inc. and TYPE OF INSURANCE POLICY NUMBER LIMITS EXCESS LIABILITY F 84772072 06/15/2024 06/15/2025 Aggregate $5,000,000 Each Occurrence $5,000,000 ADDL INSD INSR LTR SUBR WVD POLICY EFFECTIVE DATE (MM/DD/YYYY) POLICY EXPIRATION DATE (MM/DD/YYYY) ACORD 101 (2008/01)© 2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD Docusign Envelope ID: 377E4FC8-704B-4C15-9A8C-51271BD1336F The ACORD name and logo are registered marks of ACORD © 1988-2014 ACORD CORPORATION. All rights reserved. ACORD 25 (2014/01) AUTHORIZED REPRESENTATIVE CANCELLATION CERTIFICATE OF LIABILITY INSURANCE LOCJECTPRO-POLICY GEN'L AGGREGATE LIMIT APPLIES PER: OCCURCLAIMS-MADE COMMERCIAL GENERAL LIABILITY PREMISES (Ea occurrence)$DAMAGE TO RENTED EACH OCCURRENCE $ MED EXP (Any one person) $ PERSONAL & ADV INJURY $ GENERAL AGGREGATE $ PRODUCTS - COMP/OP AGG $ $RETENTIONDED CLAIMS-MADE OCCUR $ AGGREGATE $ EACH OCCURRENCE $UMBRELLA LIAB EXCESS LIAB INSRLTR TYPE OF INSURANCE POLICY NUMBER POLICY EFF(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)LIMITS PERSTATUTE OTH-ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE - POLICY LIMIT $ $ $ ANY PROPRIETOR/PARTNER/EXECUTIVE If yes, describe under DESCRIPTION OF OPERATIONS below (Mandatory in NH) OFFICER/MEMBER EXCLUDED? WORKERS COMPENSATION AND EMPLOYERS' LIABILITY Y / N AUTOMOBILE LIABILITY ANY AUTO ALL OWNED SCHEDULED HIRED AUTOS NON-OWNED AUTOS AUTOS AUTOS COMBINED SINGLE LIMIT BODILY INJURY (Per person) BODILY INJURY (Per accident) PROPERTY DAMAGE $ $ $ $ THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSD ADDL WVD SUBR N / A $ $ (Ea accident) (Per accident) OTHER: THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: INSURED PHONE(A/C, No, Ext): PRODUCER ADDRESS:E-MAIL FAX(A/C, No): CONTACTNAME: NAIC # INSURER A : INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : INSURER(S) AFFORDING COVERAGE SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. ˛ ¤‰»›› œ ˝«fi·«› ˝ ˝»fi“•‰» ˛… »fi•‰‚– ˙ غ ºŒØØ Arrow Electronics, Inc. and approved subsidiaries 9201 East Dry Creek Road Centennial, CO 80112 USA COVERAGE IS IN FULL FORCE AND EFFECT AND SUBJECT TO THE TERMS, CONDITIONS AND EXCLUSIONS OF THE POLICY. B: Network Security/Privacy Liability B: G4679676007 07/31/2023 07/31/2024 B: Limit of Liability: $5,000,000 C: Professional Liability C: G71459811 005 07/31/2023 07/31/2024 C: Limit of Liability: $5,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Orange County 300 West Tryon Street PO Box 8181 Hillsborough, NC 27278 CERTIFICATE HOLDER DATE (MM/DD/YYYY) 6/17/2024 Ace American Ins. Co. 22667 Westchester Fire Ins. Co. 21121 Docusign Envelope ID: 377E4FC8-704B-4C15-9A8C-51271BD1336F