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HomeMy WebLinkAbout2024-784-E-IT Dept-Carahsoft Technology Corp-Power BI Pro tenant migrationRevised 01/24 Vendor Req RR ack/acc 1 [Departmental Use Only] TITLE Carahsoft/PowerBI FY 25 NORTH CAROLINA PowerBI SERVICES AGREEMENT ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 19th day of December, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Carahsoft Technology Corporation, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): the provision of services for Power BI tenant migration per Statement of Work (see Attachment A) ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional Docusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF Revised 01/24 Vendor Req RR ack/acc 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 to the extent caused by Provider. 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, or addenda. 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: E8E4BD35-B96F-4758-AA8E-78502A205BFF Revised 01/24 Vendor Req RR ack/acc 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): the provision of services for Power BI tenant migration per Statement of Work (see Attachment A) 4. Duration of Services a. Term. The term of this Agreement shall be from December 23, 2024 to June 30, 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 December 23, 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 forty-two-thousand-eleven and 58/100 Dollars ($42,011.58) (see Attachment B). 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 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. Docusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF Revised 01/24 Vendor Req RR ack/acc 4 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. b. Limitation. In no event shall either Party’s total liability to the other Party be greater than the payments received by the County under an applicable Order or SOW. 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: E8E4BD35-B96F-4758-AA8E-78502A205BFF Revised 01/24 Vendor Req RR ack/acc 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. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs and permitted assigns), any rights, remedies, or obligations. 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, Docusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF Revised 01/24 Vendor Req RR ack/acc 6 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 Orange County 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. Docusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF Revised 01/24 Vendor Req RR ack/acc 7 In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Robert Reynolds Carahsoft Technology Corp P.O. Box 8181 11493 Sunset Hills Rd. Hillsborough, NC 27278 Reston, VA 20190 [SIGNATURE PAGE TO FOLLOW] Docusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF Revised 01/24 Vendor Req RR ack/acc 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: __________________________________ Service Contract Specialist Printed Name and Title Docusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF 12/20/202412/23/2024 Revised 01/24 Vendor Req RR ack/acc 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Carahsoft Technology Corp Vendor Contact Person: Tyler Schwarta Phone: 571-662-3090 Address: 11493 Sunset Hills Road City Reston State: VA Zip: 20190 Department: IT Amount: $42,01158 Purpose: Power BI Pro tenant migration Budget Code(s): 10315020-630000 Vendor # 64028 Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 19 Decenber 2024 End Date 30 June 2025 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prio r to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have alread y 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 re quirements: 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: E8E4BD35-B96F-4758-AA8E-78502A205BFF 12/20/2024 12/20/2024 12/20/2024 12/23/2024 12/23/2024 11493 SUNSET HILLS ROAD | SUITE 100 | RESTON,VIRGINIA 20190 | TEL 703 871 8500 | FAX 703 871 8505 | WWW.CARAHSOFT.COM STATEMENT OF WORK—ORANGE COUNTY POWER BI TENANT MIGRATION This Statement of Work (“Statement of Work” or “SOW”) dated November 21, 2024, (“SOW Effective Date”) is entered into by and between Carahsoft Technology Corp., a Virginia corporation, with an office at 11493 Sunset Hills Road, Reston, VA 20190 (“Client,” “you” or “your”) and Orange County, pursuant to the Master Services Agreement dated December 13, 2023 (the “Agreement”) all of the terms of which are hereby incorporated herein by reference. Carahsoft and Client are each a “party” to this SOW and sometimes collectively referred to herein as the “parties.” Any capitalized terms used herein which are not otherwise defined in this SOW shall have the same meaning as that given to them in the main body of the Agreement. A. Services and Scope of Work Our work will be to assist and advise you with this engagement. As stated below and for clarity, we will not, nor does Client desire us to, perform any management functions, make management decisions, or otherwise perform in a capacity equivalent to that of an employee or officer of Client. RSM will assist with the migration and configuration of Microsoft Power BI Objects from Client’s current Power BI Tenant to its new Power BI tenant. The below scope and estimate of this work have been laid out with the assumption that there are one hundred eighty-three (183) reports from four (4) separate data sources (SQL Server, SQL Anywhere, Excel Spreadsheets and public domain sources). If it is found during the assessment that the tenant has a more complex configuration or requirements needing to be resolved, a change order may be needed or more migration work will be performed by the Client. Workstream Tasks Deliverable Discovery and Design Establish and gain administrator access to Client’s Power BI tenant (source and target) Engage and collaborate with the Orange County Power BI and Reporting subject matter professional to understand the inventory of workspaces, access, reports, gateways and other related Power BI objects needing to be migrated. Review the catalog of items gathered from the initial Power BI inventory activity with Client Review Power BI object structure, access and migration plan with Client relating to each data source that feeds reporting Identify any potential flat file Power BI data sources needing to be migrated to SharePoint for repointing. If applicable, Client shall migrate these flat files to SharePoint and alert the RSM Power BI migration team when complete. High-level business requirements document (BRD) detailing Power BI Tenant inventory, including documentation on Power BI reports, workspaces, data sources, access, gateways, and other related Power BI objects needing to be migrated. Power BI Migration Development and Deployment Develop and tweak PowerShell script(s) necessary for programmatically: Downloading Power BI objects from source tenant Uploading Power BI objects to the target tenant Perform any manual Power BI object extractions, creations or uploads if applicable. Power BI Workspaces in the target tenant One hundred eighty-three (183) Power BI reports Attachment ADocusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF 11493 SUNSET HILLS ROAD | SUITE 100 | RESTON,VIRGINIA 20190 | TEL 703 871 8500 | FAX 703 871 8505 | WWW.CARAHSOFT.COM Run PowerShell script(s) to download and upload the Power BI objects. Configure Power BI gateway within the new tenant (if applicable) If applicable, repoint Power BI flat file references to the new location in SharePoint Testing and Validation RSM will perform unit testing on PowerShell script(s) RSM will perform basic, refresh unit testing on each report to promote that they are performing as needed UAT documentation for Client to use to perform user acceptance testing. Project Management and Documentation RSM will perform project management responsibilities to assist, facilitate and coordinate the project activities related to this engagement. The project management resource’s responsibilities include: Status reports and meetings Project plan tracking Issues and risks Scheduling meetings Tracking out-of-scope items RSM will provide Orange County with the following documentation upon completion of the project. Power BI Tenant Inventory, including documentation on Power BI reports, workspaces, data sources, access, gateways, and other related Power BI objects needing to be migrated. UAT and signoff documentation. During engagement planning, we will establish mutually agreeable milestone dates for critical engagement steps, most notably, the date of scheduled interviews, walk-throughs and fieldwork, and the date by which Client must submit requested documentation. Both parties agree to fulfill their responsibilities in meeting the milestone dates. Our engagement resources and timelines are dependent on meeting these dates. Unless otherwise expressly set forth herein, changes to the scope, timing and/or cost of the Services set forth in this Statement of Work will be subject to a mutually agreed upon Change Order executed by both parties or, if more appropriate in the reasonable judgment of RSM, a separate Statement of Work executed by both parties. Docusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF 11493 SUNSET HILLS ROAD | SUITE 100 | RESTON,VIRGINIA 20190 | TEL 703 871 8500 | FAX 703 871 8505 | WWW.CARAHSOFT.COM Timing Administrative and workspace access will be granted to the RSM Power BI team once this Statement of Work has been mutually executed. The duration of this statement of work will be approximately four (4) to six (6) weeks. B. Engagement Team Paul Seckar will be responsible for overseeing the engagement and the delivery of the Services to you, and will coordinate all fieldwork and engagement communications. Other personnel at the necessary skill and experience levels may be called upon to assist in this engagement as appropriate. While we will attempt to comply with your requests for certain individuals, we retain the right to assign and reassign our personnel, as appropriate, to perform the Services. You acknowledge and agree that in addition to our personnel we may use our affiliate(s) located within or outside the United States to assist us with the provision of the Services, which will result in such affiliate(s) having access to and/or receiving certain protected and/or confidential information of yours. C. Third-Party Products Under this Statement of Work, RSM may make available to Client or use in connection with the Services, or provide Services to Client related to Client’s use and/or implementation of, certain third-party software, hardware, equipment or products (collectively, “Third-Party Products” and each, individually, a “Third-Party Product”). RSM may also recommend that Client purchase, license and/or subscribe to a Third-Party Product. Client acknowledges and agrees that RSM’s recommendation or specification of a Third-Party Product is intended to be used only as a guideline and that Client solely is responsible for the selection of, and decision to use, implement, purchase, license and/or subscribe to, such Third-Party Product. Docusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF 11493 SUNSET HILLS ROAD | SUITE 100 | RESTON,VIRGINIA 20190 | TEL 703 871 8500 | FAX 703 871 8505 | WWW.CARAHSOFT.COM Client acknowledges and agrees that the development, implementation, configuration, installation, and/or integration of software, applications, systems, infrastructure or hardware is inherently not error-free and that corrections, “bugs” and defects arising prior to or subsequent to deployment are common. In addition, Client acknowledges and agrees that the actual operation, performance, availability and scalability of a Third-Party Product may vary based on such factors as final configuration and changes in, or Client’s failure to meet, infrastructure requirements or specifications. D. Conflicts and Waiver Client acknowledges and understands that RSM may (i) have a past or ongoing business relationship with a Licensor of a Third-Party Product; (ii) recommend a Third-Party Product from such Licensor to Client; and/or (iii) to the extent permitted by applicable laws, regulations, and professional and ethical standards, receive compensation, commissions or other benefits, whether economic or not, from a Licensor of a Third-Party Product in connection with RSM’s relationship with such Licensor, RSM’s referral of such Licensor’s Third-Party Product to Client, or RSM being designated as Client’s “partner of record” (or similar designation) with the Licensor of such Third- Party Product. In the event that any or all of the foregoing may or does constitute a conflict of interest (whether real or perceived), Client hereby agrees to waive such conflict of interest and agrees to release and hold RSM (and its partners, principals, employees, contractors, subcontractors, affiliates and agents) harmless from and against any claims arising from or out of, or relating to, such conflict of interest. E. Client Acceptance of Work Client will validate Power BI objects within the catalog spreadsheet to affirm acceptance. Upon delivery by RSM to Client of any work product or deliverable identified herein, Client shall be responsible for reviewing or conducting acceptance tests, whichever applicable, and accepting such work product or deliverable in a timely manner, but in no event more than seven (7) days from the date of delivery of such work product or deliverable. In the event Client discovers a failure of the work product or deliverable to conform to the specifications set forth herein (“Nonconformity”), Client will notify RSM in writing within seven (7) days of delivery, identifying with reasonable specificity the non-conforming portions of the work product or deliverable (“Nonconformity Notice”). To the extent caused by RSM’s errors or omissions, RSM will use commercially reasonable efforts to correct the Nonconformities stated in the Nonconformity Notice at no additional cost to Client. In all other cases, RSM shall use commercially reasonable efforts to correct such Nonconformities on a time-and-material basis at the rates agreed upon in this Statement of Work. After RSM makes such corrections to the nonconforming work product or deliverable and makes such deliverable available to Client for review, Client will have five (5) days to review and accept such work product or deliverable. If any Nonconformities remain, the process stated above will be repeated unless the parties mutually agree otherwise at such time. Docusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF 11493 SUNSET HILLS ROAD | SUITE 100 | RESTON,VIRGINIA 20190 | TEL 703 871 8500 | FAX 703 871 8505 | WWW.CARAHSOFT.COM F. Engagement Assumptions and Client Acknowledgements, Responsibilities and Representations Our Services, Fees and work schedule are based upon the following assumptions, acknowledgements, representations and understandings with you: Client will determine the extent of services it wishes RSM to provide and will undertake the responsibilities set forth in this Statement of Work. Client will designate an employee or employees within its senior management who will make or obtain all management decisions with respect to this Statement of Work on a timely basis. Client will ensure that we have access to personnel, facilities, computer systems, applications, equipment and data, including Third-Party Products, as is deemed reasonably necessary to perform the Services, and that all levels of your employees and contractors will cooperate fully and timely with us. We will let you know where we believe we are not getting the appropriate cooperation or direction. The success of this engagement is dependent upon full openness, communications, cooperation and timely direction. Client acknowledges, understands and agrees that it has the ultimate responsibility for ensuring the accuracy of the materials generated by RSM and, as such, it will carefully review all such materials. RSM shall not be liable or accountable for (i) any action reasonably taken or omitted by it in good faith in accordance with directions, instructions or advice of, or (ii) pursuant to any document which it reasonably believes to be genuine and to have been delivered or signed by, Client or any person acting on the Client’s behalf, including Client’s counsel, accountants, investment advisors, or other advisors or representatives. Client acknowledges, understands and agrees that Client solely is responsible for procuring any software, hardware, equipment or other products reasonably required to perform the Services set forth in this SOW, including entering into any licensing, subscription, end-user licensing, or other agreements permitting the Client and the RSM Parties’ use of and access to such software, hardware, equipment or other products in connection with the Services set forth herein. Client agrees that all assumptions set forth in this Statement of Workare accurate and agrees to provide us with such further information we may need and which we can rely on to be accurate and complete. We will be entitled to rely on all of your decisions and approvals, and we will not be obligated to evaluate, advise on, confirm or reject such decisions and approvals. Client will evaluate the adequacy and results of services and will let us know immediately of any problems or issues you perceive in our personnel, services or deliverables. Docusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF 11493 SUNSET HILLS ROAD | SUITE 100 | RESTON,VIRGINIA 20190 | TEL 703 871 8500 | FAX 703 871 8505 | WWW.CARAHSOFT.COM Client may provide third parties, including independent contractors, that it retains to host, maintain or otherwise provide services to Client in connection with its information technology, software or systems (collectively, “Authorized User(s)”) access to, and the right to use, RSM’s work product, as well as, any RSM confidential or proprietary information incorporated therein or provided therewith, but solely in furtherance of Client’s use of RSM’s work product and solely for the benefit of Client; provided, however, that prior to Client granting such Authorized Users access to, or use of, any RSM confidential or proprietary information for the purposes set forth herein, Client shall enter into written obligations of confidentiality with such Authorized Users at least as restrictive as those contained in this Agreement and which restrict such Authorized Users from using for their benefit, or disclosing to any other person or entity, any RSM confidential or proprietary information except as required by law or as expressly permitted under the Agreement. Client will be responsible for any unauthorized access to, or use or disclosure of, RSM confidential or proprietary information by Client or its affiliates or Authorized Users, or any of their respective employees, contractors, officers, directors, agents or representatives. Notwithstanding anything stated to the contrary herein, no Authorized Users shall be granted access to, nor be allowed to use, any of RSM’s engagement management tools without RSM’s express written consent. Client is expressly prohibited from disaggregating RSM confidential or proprietary information from RSM’s work product for purposes of use other than in connection with such work product. To the extent our services or deliverables include the design or implementation of hardware or software systems, Client agrees to be responsible for making all management decisions. These decisions include but are not limited to the systems to be evaluated and selected, the design of those systems, the controls to be tested, the security and system procedures to be implemented, the scope and timetable of the implementation, testing, training and conversion plan. The discovery and design phase must begin by Wednesday, December 4, 2024 to hit the target deadline of mid to late February. Client personnel will be available to participate in the discovery and working sessions. RSM will be provided temporary administrative access to both the source and target Power BI tenants. If the RSM team does not have access to Power BI objects, resources, data sources or gateway, extra time may be needed with Client subject-matter professionals and administrators to resolve. We will not be able to migrate the select objects until appropriate access is granted. Blank Power BI objects from the source tenants will be migrated to the target tenant as-is. All reports are to be downloaded from the original tenant no later than Monday, December 2, 2024 to promote that all objects are available from the old Power BI tenant. If changes need to be made to reports – they must be done before reports are downloaded by PowerShell script. If there are any flat files as a data source from the source tenant, they will be migrated by Client to a designated SharePoint location. RSM will be provided access to this SharePoint site and corresponding location to re-point reports to the newly migrated file location. Docusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF 11493 SUNSET HILLS ROAD | SUITE 100 | RESTON,VIRGINIA 20190 | TEL 703 871 8500 | FAX 703 871 8505 | WWW.CARAHSOFT.COM RSM is not responsible for validation of source tenant Power BI objects. All source validation will be performed by Client. RSM is not responsible for data changes within Client data sources. RSM is not responsible for report design changes. Any non-flat file data sources will remain unchanged in reference to Power BI objects throughout the migration process. The Orange County team will test and validate the migrated reports in target tenant, promoting accessibility and functionality in the same capacity as the old tenant. Client will document report validation status within the RSM and Orange County shared Power BI object catalog. The fulfillment and confirmation of these responsibilities, acknowledgements and representations are critical to the success of this engagement. The successful delivery of our Services, and the Fees charged, are also dependent on your timely and effective completion of your responsibilities, the accuracy and completeness of the assumptions, and timely decisions and approvals by your management. You will be responsible for any delays, additional costs or other liabilities caused by or associated with any deficiencies in the assumptions or in carrying out your responsibilities. G. Additional Understandings Arising from the Performance of Attest Services by RSM to Client or an Affiliate of Client Under a Separate Engagement Agreement In connection with the performance of these Services, Client agrees to make all management decisions and perform all management functions; designate an individual who possesses suitable skills, knowledge, and/or experience, preferably within senior management, to oversee such Services; evaluate the adequacy and results of the Services performed; accept responsibility for the results of the Services; and establish and maintain internal controls, including monitoring ongoing activities. We will not perform any management functions, make management decisions, or otherwise perform in a capacity equivalent to that of an employee or officer of Client. H. Fees and Expenses Based on our initial understanding of the engagement scope, we are estimating two hundred thirty (230) hours of engagement work. The total estimated billings for the Services described in this Statement of Work is $ $42,011.58, plus Expenses along with any applicable taxes. Docusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF 11493 SUNSET HILLS ROAD | SUITE 100 | RESTON,VIRGINIA 20190 | TEL 703 871 8500 | FAX 703 871 8505 | WWW.CARAHSOFT.COM In addition to our Fees, you will be invoiced for (i) out-of-pocket expenses incurred in connection with the Services, including, as applicable, amounts attributable to travel and meals, and expenses incurred by RSM’s subcontractors in connection with the provision of the Services, along with applicable taxes. If travel is required, it must be approved by a Change Order prior to the time of travel. Travel time will be billed at fifty percent (50%) of our standard hourly rates and is in addition to the estimated Fees. The Fees quoted in this Statement of Work will remain valid for sixty (60) days from the date of issuance. In the event Client causes a delay to the engagement as result of Client rescheduling or cancelling a meeting with less than two (2) full business days’ notice to RSM, Client agrees to pay Carahsoft the planned resources’ hourly rates, plus any travel-related expenses incurred, for the planned meeting hours. To the extent Client fails to provide RSM with information, documents or other material requested by the dates agreed upon, or otherwise fails to perform its responsibilities within the deadlines agreed upon, and such failure results in a delay to the engagement, Client agrees to pay Carahsoft the planned resources’ daily rates for each day of such delay or failure, plus any travel-related expenses incurred. RSM will inform Client of any delay caused by Client that results in such additional fees. You acknowledge that this is our good faith estimate based upon our understanding of the engagement assumptions and the facts and circumstances we are aware of at this time. If the basis of our estimates is inaccurate, the Fees and Expenses may be different from those we each anticipate. If circumstances are encountered that affect our ability to proceed according to the plan outlined above, such as, scope changes, loss of key Client personnel, unavailable information, or unforeseen circumstances or circumstances beyond our reasonable control, we will inform you promptly and seek your approval for any changes in scope, timing or Fees that may result from such circumstances. I. Invoice Address Invoices for our Services rendered pursuant to this Statement of Work will be sent to: Tyler.Schwartz@Carahsoft.com Docusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF 11493 SUNSET HILLS ROAD | SUITE 100 | RESTON,VIRGINIA 20190 | TEL 703 871 8500 | FAX 703 871 8505 | WWW.CARAHSOFT.COM J. Acknowledgement and Acceptance By the signatures of their duly authorized representatives below, Carahsoft and Client, intending to be legally bound, acknowledge that they have read and agree to all of the provisions of this Statement of Work (including any exhibits and attachments expressly incorporated herein or attached hereto) as of the SOW Effective Date. Carahsoft and Client, and each signatory below, hereby represent that said signatory is a duly authorized representative of such party and has the requisite power and authority to bind such entity to the terms set forth in this Statement of Work. AGREED TO AND ACKNOWLEDGED BY: Orange County Carahsoft Technology Corp. By: By: Name: Name: Title: Title: Date: Date: FEIN/Tax ID Number: Docusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF Attachment BDocusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY 10/21/2024 Marsh &McLennan Agency LLC 1751 Pinnacle Drive,Suite 1800 McLean VA 22102 800-274-0268 macertificates@marshmma.com The Cincinnati Insurance Company 10677 CARAHTECHN Endurance Assurance Corporation 11551CarahsoftTechnologyCorp. FedResults,Inc. 11493 Sunset Hills Road Suite 100 Reston VA 20190 National Union Fire Ins Co PittsburghPA 19445 Continental Casualty Company 20443 1152647395 A X 1,000,000 X 500,000 10,000 1,000,000 2,000,000 X Y Y ENP0651059 4/19/2024 4/19/2025 2,000,000 A 1,000,000 X X X Y Y EBA0651059 4/19/2024 4/19/2025 A X X 5,000,000YENP06510594/19/2024Y 4/19/2025 5,000,000 B C D Cyber &Media Tech Crime Excess Cyber &Media Tech Y Y NRO30043701400 024159114 768765766 8/27/2023 2/5/2024 1/1/2024 4/19/2025 4/19/2025 4/19/2025 $10,000,000 $5,000,000 Limit $10,000,000 Limit $50,000 Ded Limit Orange County,its officers,agents and employees are designated as additional insured. Orange County 300 West Tryon Street PO Box 8181 Hillsborough NC 27278 Docusign Envelope ID: E8E4BD35-B96F-4758-AA8E-78502A205BFF