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HomeMy WebLinkAbout2026-110-E-IT Dept-NWN Corporation-Varonis Data Protection Software (renewal)Revised 01/24 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 27 day of February, 2026 by and between ORANGE COUNTY (hereinafter referred to as “County”) and NWN Corporation (hereinafter referred to as “Provider”). WITNESSETH: THAT WHEREAS, the County and Provider entered into a contract dated 6 April 2023, (hereinafter the “Original Agreement”), for the provision of services for the provision of services for Resale of Varonis licensing and software support renewal per NWN pricing Quotation Q-160548; and WHEREAS, the County and Provider desire to amend the Original Agreement while keeping in effect all terms and conditions of the Original Agreement not inconsistent with the terms and conditions set forth below. NOW THEREFORE, for and in consideration of the mutual covenants and agreements made herein, the parties agree to amend the Original Agreement as follows: 1. In order to ensure the completion of the Services identified in the term of the Original Agreement is amended to reflect an end date by which all Services shall be completed of 13 April 2029. 2. Exhibit A to the Original Agreement is amended by adding the following tasks and services to the Services to be provided by the Consultant: provision of Varonis Hybrid Complete + MDDR (Saas) 1001-1500SA as described in quote Q-242844 (Attachment A) which is included in this contract. 3. Article 5, Section a is amended to reflect a maximum payable not-to-exceed amount of $1,273,797.44 (Original contact amount = $329,654.95 + $293,355.61 from first amendment + $650,786.88 this amendment). The amount for this amendment is to be spread over a three-year period, with $216,928.96 paid annually. 4. Except for the changes made herein, the Original Agreement shall remain in full force and effect to the extent it is not inconsistent with this Amendment. In the event there is a conflict between the terms of the Original Agreement and the terms of this Amendment, this Amendment shall control. IN TESTIMONY WHEREOF, this Amendment has been executed by the parties hereto, as of the date first above written. ORANGE COUNTY PROVIDER ______________________________ __________________________________ Travis Myren Shannon Ludwig County Manager VP of Sales Docusign Envelope ID: 32D346FB-C463-444A-B398-5A453C4DF75A 2/26/20263/9/2026 Revised 01/24 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: NWN Corporation Vendor Contact Person: Shannon Ludwig Phone: 919-795-5957 Address: PO Box 945596 City Atlanta State: GA Zip: 30394-5596 Department: IT Amount: $650,786.88 over 3 years ($216,928.96/yr.) Purpose: Varonis Data Protection Software (renewal) Budget Code(s): 10315020-625010 Vendor # 40081 Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: 4/6/2023) (Most Recent Amendment _12/19/2024_) Effective Date 2/27/2026 End Date 4/13/2029 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: 4/4/2023); Made or Administered by Signature Authority - BOCC Express Delegation (Agenda Date: 4/4/2023) - 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(#Co-operative purchase agreement) 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. This agreement is approved as to technical form and content. 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: 32D346FB-C463-444A-B398-5A453C4DF75A 3/6/2026 3/6/2026 3/9/2026 3/9/2026 3/9/2026 Revised 01/24 Docusign Envelope ID: 32D346FB-C463-444A-B398-5A453C4DF75A Q-242844 1 Q-242844 Generated Date: 12/18/2025 Expiration Date: 03/13/2026 Account Name: Orange County Government - HQ @ Hillsborough, NC Opportunity Name: RENEWAL:Varonis Opportunity Number: OP-105743 Work Order # Client Contact Information Primary Contact: David Mathias Contact Title: IT Operations Manager Contact Phone: 919-245-2272 Contact Email: dmathias@orangecountync.gov NWN Contact Information Primary Contact: David Balder Contact Title: Account Executive - South Contact Phone: (704) 496-6927 Contact Email: dbalderjr@nwncarousel.com Bill To Orange County Government - HQ @ Hillsborough, NC PO BOX 8181 Hillsborough, NC 27278 Ship To Orange County Government - HQ @ Hillsborough, NC 131 W MARGARET LN STE 300 Hillsborough, NC 27278 Product Year 1 # ITEM DESCRIPTION QTY Location Start Date End Date UNIT PRICE EXT. TOTAL 1. VHCM-1001-1500SA Varonis Hybrid Complete + MDDR (SaaS) 1001-1500SA 1201 131 W MARGARET LN STE 300 HILLSBOROUGH NC 27278 4/14/2026 4/13/2027 $177.38 $213,033.38 2. CL-1-5OS 1 Collector On-prem subscription for 12 Months 2 131 W MARGARET LN STE 300 HILLSBOROUGH NC 27278 4/14/2026 4/13/2027 $1,947.79 $3,895.58 Total: $216,928.96 Year 2 # ITEM DESCRIPTION QTY Location Start Date End Date UNIT PRICE EXT. TOTAL 3. VHCM-1001-1500SA Varonis Hybrid Complete + MDDR (SaaS) 1001-1500SA 1201 131 W MARGARET LN STE 300 HILLSBOROUGH NC 27278 4/14/2027 4/13/2028 $177.38 $213,033.38 4. CL-1-5OS 1 Collector On-prem subscription for 12 Months 2 131 W MARGARET LN STE 300 4/14/2027 4/13/2028 $1,947.79 $3,895.58 Attachment A Docusign Envelope ID: 32D346FB-C463-444A-B398-5A453C4DF75A Q-242844 2 Year 2 HILLSBOROUGH NC 27278 Total: $216,928.96 Year 3 # ITEM DESCRIPTION QTY Location Start Date End Date UNIT PRICE EXT. TOTAL 5. VHCM-1001-1500SA Varonis Hybrid Complete + MDDR (SaaS) 1001-1500SA 1201 131 W MARGARET LN STE 300 HILLSBOROUGH NC 27278 4/14/2028 4/13/2029 $177.38 $213,033.38 6. CL-1-5OS 1 Collector On-prem subscription for 12 Months 2 131 W MARGARET LN STE 300 HILLSBOROUGH NC 27278 4/14/2028 4/13/2029 $1,947.79 $3,895.58 Total: $216,928.96 Financial Summary ITEM TOTAL Quote Sub-Total: $650,786.88 One-Time Ext. Total: $216,928.96 Billing and Payment Terms ITEM TERM Subscription Term: 36 Billing Terms: Recurring - Annual Payment Terms: Net 30 Days Payment Schedule: 100% on Completion Notes: Contract - NWN_NATIONAL Choice Partners 25/018MF-44_IT Technology & Related Service Docusign Envelope ID: 32D346FB-C463-444A-B398-5A453C4DF75A Q-242844 3 Accepted and agreed by: Orange County Government - HQ @ Hillsborough, NC NWN Corporation Signature Signature Name Name Title Title Date Date Terms and Conditions This Quote is presented to you by NWN Corporation, Carousel Industries of North America, LLC, Leverage Information Systems, Inc., and InterVision Systems LLC* (collectively, “NWN’). The NWN affiliate that your Master Agreement is with is the only party to this Quote and in no event shall all other NWN affiliates be held jointly and/or severally liable for the obligations and liabilities set forth in this Quote. This Quote shall expire on the Expiration Date set forth above or upon the execution of a SOW, which ever shall occur first. In no event will the Quote be valid for longer than 60 days from the Generated Date, also set forth above. Applicable taxes, freight charges, and if applicable, tele communications surcharges and fees (including but not limited to Federal Universal Service Fees), will be applied to the final invoice and Customer shall be billed in accordance with the terms outlined above. Any and all tariffs, duties, or additional government -imposed costs that become applicable after the Generated Date of the Quote shall be the responsibility of the Customer and will be added to the final invoice. For purposes of calculating Taxes, Customer’s location will be set to Cu stomer’s service address or billing address (if the service address is unknown) unless Customer specifically notifies NWN in writing that it intends to use the services at another/additional valid physical location(s). NWN reserves the right to reject any request to treat an alternative physical location as Customer’s service add ress if NWN discovers that the address is invalid or otherwise inaccurate. If NWN must pay for any additional Taxes, Imposition and associated interest and/or penaltie s arising from Customer’s provision of erroneous location data, Customer shall promptly reimburse NWN for the same within fourteen (14) days of demand by NWN. Further, Customer shall be responsible for notifying NWN in the event of any change to service address(s). The payment frequency set forth above details the timing and amount of the charges due under this Quote. One-Time Product charges, including hardware and software, will be invoiced in full at time of shipment. Where applicable, unless Customer notifies NWN in writing at least ninety (90) days prior to the subscription renewal date, Customer’s s ubscription term will automatically renew on annual terms. Notwithstanding anything to the contrary, in the event Customer is purchasing software licenses or other usage -based consumption products or services under this Quote, and Customer’s actual software license count or usage exceeds those initially purchased pursuant to this Quote, Customer will be invoiced during the next billing cycle based on the highest licenses count or usage consumed and not the amounts initially set forth in this Quote. Whenever possible, overages will be billed in the month following when the overage occurred. This Quote and any applicable Products or Services purchased hereunder are subject to ei ther (i) the applicable mutually executed Master Products and Services Agreement or Master Services Agreement that authorizes the purchase(s) herein between NWN and Customer; or (ii) where NWN and Customer have not executed such an agreement, the terms and conditions set forth at the Master Agreement located at https://nwncarousel.com/master- agreement/ shall apply (the online terms and conditions and the applicable agreement shall each be deemed the “Agreement”). This Quote i s additionally subject to the applicable (i) the third-party terms set forth at https://nwn.ai/third-party-eula-tos-warranty/, and (ii) the compliance policies and terms set forth Docusign Envelope ID: 32D346FB-C463-444A-B398-5A453C4DF75A Q-242844 4 at https://nwn.ai/compliance/ and such terms are incorporated herein by reference. For the avoidance of doubt, in the event of any conflicts between the terms o f this Quote, a Accepted Purchase Order (as defined herein) or the Agreement, the terms of the Agreement shall prevail. To the extent the name of the Agreement does not correspond with those referenced above but authorizes Customer to purchase Products or Services from NWN, those agreement s shall additionally be deemed Agreements for the purposes of this Quote. Any terms not defined in this Quote shall be set forth in the Agreement. Unless otherwise prohibited, in the event a product return by Customer triggers NWN’s vendors to impose restocking fee(s) to process such return, NWN may, in its sole di scretion, impose equivalent restocking fee(s) on customer. In the event Customer does not execute this Quote and only places a Purchase Order, such Purchase Order is deemed acceptance of the terms of this Quote and any additional or different terms in such Purchase Order will not bind NWN. NWN may reject a Purchase Order in its sole discretion within two (2) business days from its receipt and after which time such Purchase Order is deemed accepted (an “Accepted Purchase Order”). In the event Customer cho oses to place a Purchase Order rather than signing this Quote, the date of the Accepted Purchase Order shall be considered the Effective Date and placement of Purchase Order shall be deemed acceptance of this Quote and all the terms and conditions contained herein. *In the event your Master Agreement is with InterVision Systems, LLC, for the purposes of this Quote, all references to "Service Order" in your Master Agreement shall have the same meaning as "Quote". Statement of Confidentiality This quote has been developed by NWN and is NWN’s proprietary trade secret and business confidential information. This Quote may not be released to another vendor, business partner or contractor without prior written consent from NWN Additional Information Please note that pricing is Valid until 3/13/2026 Docusign Envelope ID: 32D346FB-C463-444A-B398-5A453C4DF75A ANY PROPRIETOR/PARTNER/EXECUTIVE OFFICER/MEMBER EXCLUDED? INSR ADDL SUBR LTR INSD WVD DATE (MM/DD/YYYY) PRODUCER CONTACT NAME: FAXPHONE (A/C, No):(A/C, No, Ext): E-MAIL ADDRESS: INSURER A : INSURED INSURER B : INSURER C : INSURER D : INSURER E : INSURER F : POLICY NUMBER POLICY EFF POLICY EXPTYPE OF INSURANCE LIMITS(MM/DD/YYYY)(MM/DD/YYYY) AUTOMOBILE LIABILITY UMBRELLA LIAB EXCESS LIAB WORKERS COMPENSATION AND EMPLOYERS' LIABILITY DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) AUTHORIZED REPRESENTATIVE EACH OCCURRENCE $ DAMAGE TO RENTED CLAIMS-MADE OCCUR $PREMISES (Ea occurrence) MED EXP (Any one person)$ PERSONAL & ADV INJURY $ GEN'L AGGREGATE LIMIT APPLIES PER:GENERAL AGGREGATE $ PRO-POLICY LOC PRODUCTS - COMP/OP AGG $JECT OTHER:$ COMBINED SINGLE LIMIT $(Ea accident) ANY AUTO BODILY INJURY (Per person)$ OWNED SCHEDULED BODILY INJURY (Per accident)$AUTOS ONLY AUTOS HIRED NON-OWNED PROPERTY DAMAGE $AUTOS ONLY AUTOS ONLY (Per accident) $ OCCUR EACH OCCURRENCE $ CLAIMS-MADE AGGREGATE $ DED RETENTION $$ PER OTH- STATUTE ER E.L. EACH ACCIDENT $ E.L. DISEASE - EA EMPLOYEE $ If yes, describe under E.L. DISEASE - POLICY LIMIT $DESCRIPTION OF OPERATIONS below INSURER(S) AFFORDING COVERAGE NAIC # COMMERCIAL GENERAL LIABILITY Y / N N / A (Mandatory in NH) SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). COVERAGES CERTIFICATE NUMBER:REVISION NUMBER: CERTIFICATE HOLDER CANCELLATION © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORDACORD 25 (2016/03) CERTIFICATE OF LIABILITY INSURANCE Lockton Companies, LLC DBA Lockton Insurance Brokers, LLC in CA CA license #0F15767 3280 Peachtree Rd. NE, Ste. 1000 Atlanta GA 30305 (404) 460-3600 NWN Corporation 659 South County Trail Exeter RI 02822 Chubb National Insurance Company 10052 Federal Insurance Company 20281 Great Northern Insurance Company 20303 --- SEE ATTACHMENT --- See Attachment X X 1,000,000 1,000,000 10,000 1,000,000 2,000,000 2,000,000 X X X X Comp Ded. VariesX Coll Ded. Varies 1,000,000 XXXXXXX XXXXXXX XXXXXXX XXXXXXX X X X $0 25,000,000 25,000,000 XXXXXXX N X 1,000,000 1,000,000 1,000,000 See Attachment See Attachment B 73641577 5/7/2025 5/7/2026 A 36066205 5/7/2025 5/7/2026 D See Attachment 5/7/2025 5/7/2026 B 56721357 5/7/2025 5/7/2026 C 71839800 5/7/2025 5/7/2026 5/7/2026 1549739 Y N N N N N N 2/18/2026 N N 21145193 21145193 XXXXXXX Orange County 300 West Tryon Street P.O. Box 8181 Hillsborough NC 27278 Orange County, its officers, agents and employees are shown as Additional Insured on the General Liability policy as required by written contract subject to policy terms, conditions and exclusions. X X See Attachment Docusign Envelope ID: 32D346FB-C463-444A-B398-5A453C4DF75A Coverage Name: Cyber Tech E&O Policy Number: 730000067-0000 Policy Term: 5/7/2025 – 5/7/2026 Issuing Company: Homeland Insurance Company of Delaware NAIC# 14231 Type: Cyber Tech E&O Limits: $5,000,000 Retention: $250,000 Coverage Name: Cyber Tech E&O Policy Number: XCE-480248V-00 Policy Term: 5/7/2025 – 5/7/2026 Issuing Company: Westfield Specialty Insurance Company NAIC #16992 Type: Cyber Tech E&O (Excess 1) Limits: $5,000,000 Coverage Name: Cyber Tech E&O Policy Number: EOL-262309 Policy Term: 5/7/2025 – 5/7/2026 Issuing Company: Crum & Forster Specialty Insurance Company NAIC #44520 Type: Cyber Tech E&O (Excess 2) Limits: $5,000,000 Attachment Code: D668028 Master ID: 1549739, Certificate ID: 21145193 Docusign Envelope ID: 32D346FB-C463-444A-B398-5A453C4DF75A Coverage Name: Crime Coverage Policy Number: P-001-001606859-01 Policy Term: 5/7/2025 – 5/7/2026 Issuing Company: Axis Type: Crime Limits: $5,000,000 Retention: $50,000 Attachment Code: D668028 Master ID: 1549739, Certificate ID: 21145193 Docusign Envelope ID: 32D346FB-C463-444A-B398-5A453C4DF75A