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HomeMy WebLinkAbout2026-119-E-IT Dept-NWN Corporation-Server patch managementRevised 01/24 NORTH CAROLINA CONTRACT AMENDMENT ORANGE COUNTY THIS CONTRACT AMENDMENT (“Amendment”) is made and entered into this 27day 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 February 25, 2025, (hereinafter the “Original Agreement”), for the provision of server patch management services; 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 October 14, 2026. 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 server patch management services as described in the attached Scope of Work for quote number Q-181850, opportunity number OP -138546 (Attachment A). 3. Article 5, Section a is amended to reflect a maximum payable not-to-exceed amount of $49,680.00 ($31,680 from original contract plus $18,000 from this amendment). 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: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B 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: $18,000 Purpose: Server patch management 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: 2/25/2025) (Most Recent Amendment __) Effective Date 2/27/2026 End Date 10/14/2026 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 pro ject 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: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B 3/3/2026 3/3/2026 3/6/2026 3/6/2026 3/9/2026 Quote Number: Q-181850 Opportunity Number: OP-138546 Orange County Government - HQ @ Hillsborough, NC RENEWAL: Server Patch Management 2026 Scope of Work Attachment A Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B www.nwn.ai Q-181850 Page: 1 Table of Contents 1. INTRODUCTION .................................................................................................................................................. 2 1.1. STATEMENT OF CONFIDENTIALITY .......................................................................................................................... 2 1.2. PRIMARY CONTACTS .............................................................................................................................................. 2 1.3. OPPORTUNITY TEAM MEMBERS ............................................................................................................................. 2 2. EXECUTIVE OVERVIEW .................................................................................................................................... 3 2.1. NWN’S MANTRA ..................................................................................................................................................... 3 3. NWN’S OFFERINGS ........................................................................................................................................... 4 3.1. CYBER SECURITY SOLUTIONS ................................................................................................................................ 4 4. SCOPE OF WORK .............................................................................................................................................. 5 4.1. SCOPE OF SERVICES .............................................................................................................................................. 5 5. INCORPORATED BY REFERENCE .................................................................................................................. 6 5.1. OVERVIEW ............................................................................................................................................................... 6 6. ASSUMPTIONS AND RESPONSIBILITIES ...................................................................................................... 7 6.1. PROJECT ASSUMPTIONS ........................................................................................................................................ 7 6.2. GENERAL CUSTOMER RESPONSIBILITIES .............................................................................................................. 7 6.3. INSTALLATION CUSTOMER RESPONSIBILITIES ....................................................................................................... 8 7. FINANCIALS ........................................................................................................................................................ 9 7.1. TERMS ..................................................................................................................................................................... 9 7.2. SUMMARY ................................................................................................................................................................ 9 8. EXECUTION ....................................................................................................................................................... 10 8.1. TERMS ................................................................................................................................................................... 10 8.2. ACCEPTED AND AGREED BY: ................................................................................................................................ 11 Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B www.nwn.ai Q-181850 Page: 2 1. Introduction 1.1. Statement of Confidentiality This Scope of Work, presented to you by NWN Corporation, Carousel Industries of North America, LLC, Leverage Information Systems, Inc. and InterVision Systems, LLC, collectively referred to as (“NWN”) contains confidential and proprietary information. Orange County Government - HQ @ Hillsborough, NC hereto referred to as “the customer” or “customer,” may not disclose the confidential information contained herein to any third party without the written consent of NWN. The customer may disclose the contents of this document to representatives, consultants, or employees who need to know its contents for the purpose of the customer’s evaluation of the document. The customer agrees to inform any person reviewing this document on their behalf that they are also bound by this requirement. NWN reserves the right to vary the terms of this document in response to changes in requirements or additional information made available by the customer. Submission of this document by NWN in no way conveys any right, title, interest, or license in any intellectual property rights (including but not limited to patents, copyrights, trade secrets or trademarks) contained herein. All rights are reserved. This Scope of Work is based on NWN current understanding of the customer’s requirements.  The NWN offer specified herein is not binding except as specified in the Acceptance section of this document. This documentation might include technical or process inaccuracies or typographical errors and is subject to correction and other revision without notice. NWN GIVES YOU, THE CLIENT, THIS DOCUMENTATION "AS IS." EXPRESS OR IMPLIED WARRANTIES OF ANY KIND ARE NOT PROVIDED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Some states or jurisdictions do not allow disclaimer of express or implied warranties in certain transactions; therefore, this statement may not apply to you. 1.2. Primary Contacts The following are the primary contacts for both NWN and the Customer. Organization Name Role Primary E-Mail Primary Phone NWN David Balder Account Executive - South dbalderjr@nwncarousel.com (704) 496-6927 Customer Diogenes DeLosSantos IT Systems Analyst ddelossantos@orangecountync. gov (919) 245-2285 1.3. Opportunity Team Members Organization Name Role NWN Brad Garst Customer Retention Manager Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B www.nwn.ai Q-181850 Page: 3 2. Executive Overview 2.1. NWN’s Mantra NWN Carousel uses a consultative approach to understanding our Client’s (“subscriber”, “you”, “your”) current environment and any challenges you may experience. We then work to help you define what your future state goals are, to design a solution that delivers the capabilities required to achieve to deliver positive business outcomes. Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B www.nwn.ai Q-181850 Page: 4 3. NWN’s Offerings NWN’s offerings are divided into easy to understand and easy to consume bundles. These bundles include the required capabilities you need to get the most out of your technology investment. Each bundle builds upon the other, allowing you to do as much, or as little, or the work yourself, while leaving the rest to us. The following offerings are covered in this statement of work: 3.1. Cyber Security Solutions NWN’s Security Offering focuses on solving the architectural and operational challenges of implementing and maintaining a secure environment, NWN helps Customer focus on managing business risk with a comprehensive security architecture that mitigates manual effort and provides rich context for reporting and incident management. We help you achieve improved operational efficiency in a measurable and manageable format via a framework-led approach. Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B www.nwn.ai Q-181850 Page: 5 4. Scope of Work The following scope of services cover the one-time and ongoing services that are included in this proposal. Services are organized by technology area and by sub-grouping if included. We encourage you to review this scope of work with your NWN team to ensure we have captured your requirements correctly so that we may deliver the outcomes you expect. Items that are not mentioned in this scope are not included. For more details on the services offered, please refer to the section below titled “Incorporated by Reference.” 4.1. Scope of Services 4.1.1. ITEM SCOPE QTY Server OS Patching, Per Server Patching of the Operating System on a single Server. Includes Patch implementation and recovery if a failed patch occurs. Applications are not included. 150 Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B www.nwn.ai Q-181850 Page: 6 5. Incorporated by Reference 5.1. Overview This SOW represents the work being performed by NWN for the customer during the contracted engagement. Some services and products used in the delivery of this SOW are governed by additional documentation and service descriptions. This information is applicable by feature and does not include any feature not covered by the scope above. These can be found in the following locations: 1. NWN Master Service Agreements: https://nwn.ai/master-agreement/ 2. Experience Management Services – If EMP Services are included in this scope of work, then the following service description is included by reference: https://nwnit.box.com/s/1csb40l92zhkm6llcdv2ywg4u7hhao2s 3. Third Party End User License Agreements, Terms of Service, and Warranty Information can be found here: https://nwn.ai/third-party-eula-tos-warranty/ 4. The NWN Carousel Acceptable Use Policy and if applicable to the Services described in this SOW the Emergency Services Addendum and Data Processing Agreement located at: https://nwn.ai/compliance/ Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B www.nwn.ai Q-181850 Page: 7 6. Assumptions and Responsibilities 6.1. Project Assumptions The following list represents some of the items that, unless otherwise noted above, are excluded from the work being performed by NWN as part of the scope of this project. Anything not specified in the scope above, nor specifically excluded below, is assumed to be excluded. Items that the customer wishes NWN to provide may be contracted on a time and materials basis, or as part of a separate fixed price scope. Exclusions include: • NWN will provide knowledge transfer to Customer staff throughout the engagement. Knowledge transfer is not intended to replace formal technical training and certification. • Travel Costs are billed at actuals unless otherwise noted in your quote • If this proposal does not include an on-going service contract to cover moves, adds, and changes, upgrades to software and hardware, troubleshooting of circuit outages, or other managed and operate services, these activities are the responsibility of the customer. Should customer require such services, NWN can provide a separate proposal to meet these needs. • While under NWN supervision, all documents and scripts will be subject to NWN version control. • Unless otherwise stated, all diagrams will be provided in Visio format and all documentation will be provided in Microsoft Word or Portable Document format. NWN will provide softcopies of all deliverable documentation created as part of this project 6.2. General Customer Responsibilities To support this scope of work, The Customer agrees to the following responsibilities: • Customer agrees to designate a single point of contact to work with NWN for the duration of this project. This contact shall be available during normal business hours (Monday through Friday 8:00am to 5:30pm local time, excluding NWN observed holidays). • Customer agrees to provide reasonable access to Customer sites and facilities, including, where applicable: access to a loading dock/facility to receive equipment, access to a secure workspace to store, stage, and test the equipment • Customer agrees to provide remote access to the network to facilitate remote configuration and troubleshooting as required • Customer agrees to provide proper provide proper security clearances and/or escorts as required to access the site for equipment installation and maintenance. • Customer agrees to provide access to appropriate systems to facilitate the completion of this SOW. • Building, furniture, and/or fixture modification, including but not limited to; the drilling of holes, cutting of access panels, floor cores, or exterior penetrations are the responsibility of others and are considered out of scope • Customer agrees to provide any special safety equipment if required for sites visited by NWN personnel or sub- contractors • Customer will be responsible to have complete backups of any data prior to commencement of our services. NWN assumes no responsibility for lost data. • Customer will provide for the disposal of any packing materials, inserts, and boxes in which the equipment is shipped once installation is complete. • Customer must have ACTIVE manufacturer support contracts on any existing equipment that NWN will be performing work on during this work effort. • Customer agrees to ensure the installation environment is safe and free of contaminants, dust, debris, or other hazardous materials. Inspection, testing, and certification of such materials is the responsibility of the customer. • Customer agrees that any delays caused by the customer are not the responsibility of NWN. Further, any additional time or expense incurred because of said delays will be subject to a change order and additional charges. Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B www.nwn.ai Q-181850 Page: 8 • If the site is not ready when NWN arrives, customer may be responsible for additional travel and expenses • Unless otherwise noted in this proposal, implementation will occur in a single contiguous effort and, if required, site visits will be limited to one visit per site. If the schedule, or number of visits, must change due to delays in equipment availability, customer readiness, site readiness, or any issue outside of NWN s control, the NWN Project Manager will document the change and submit a Project Change Order to revise the implementation timeline. • In the event Customer is purchasing software licenses or other usage-based consumption products or services under this SOW and Customer’s actual software license count or usage exceeds those initially purchased pursuant to this SOW, Customer will be invoiced during the next billing cycle based on the highest license count or usage consumed and not the amounts initially set forth in this SOW. Thereafter, Customer shall be billed based on highest license count or usage consumed under this SOW. For avoidance of doubt, overages will be billed in the month following when the overage occurred. 6.3. Installation Customer Responsibilities To support this scope of work, The Customer agrees to the following responsibilities: • Customer will provide network and system documentation and any network topology diagram for the existing network infrastructure if available. • Customer agrees to furnish NWN with building layouts, floor plans, cable and power drops and other applicable information to facilitate the physical installation of equipment and software covered by this scope of work. • Customer agrees to ensure that proper environmental conditions are met, including, but not limited to proper power equipment grounded to code, backup power source if required, cooling, rack/floor space, and any external monitoring equipment required. • Customer agrees to connect PCs, printers, mobile devices, servers, or any other ancillary deices not covered by this scope of work. • Customer shall be responsible for any changes, reconfiguration, or upgrades to existing servers, systems, printers, and workstations to support this scope of work. • Customer agrees to install, test, and verify the operation of any equipment or software not covered by this scope of work. • Customer agrees to ensure that all cabling and facilities are installed, and clearly marked. If items are not clearly marked the customer will aid in identifying all cable drops and the equipment it is used for. • Customer agrees to provide all supporting technologies including DHCP, DNS, or other systems required for normal functioning of the solution. • Customer agrees to provide personnel to participate in any testing of the solution required once Customer agrees to provide all the cabling required to complete the installation that is not included with this equipment. All cabling longer than 20 feet will be installed by CUSTOMER and will be labeled with an indication of what the cabling supports. • Customer shall be responsible to specify, order and ensure the provisioning of an adequate amount of circuit bandwidth and/or SIP trunks to support the operation of the system under normal and peak usage periods. • All conduit, raceway, cable tray, supporting equipment and structure, regardless of purpose, is to be supplied and installed by others. Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B www.nwn.ai Q-181850 Page: 9 7. Financials 7.1. Terms Item Term Contract Term: 6 (4/15/26-10/14/26) Billing Terms: Recurring - Monthly Payment Terms: Net 30 Days Payment Schedule: 100% on Completion 7.2. Summary Item Total One-Time Ext. Total: $0.00 Recurring Ext. Total: $18,000.00 Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B www.nwn.ai Q-181850 Page: 10 8. Execution 8.1. Terms Customer shall be billed in accordance with the terms outlined above in the Billing Terms table set forth in the Financials Section. The payment frequency set forth in the table above details the timing and amount of the charges due under this SOW. Applicable taxes and freight charges along with all tariffs, duties, or additional government-imposed costs that become applicable after the initial date of the SOW shall be the responsibility of the Customer and will be added to the final invoice. Where applicable, unless Customer notifies NWN, as applicable, in writing at least ninety (90) days prior to the subscription renewal date, Customer’s subscription term will automatically renew on annual terms. This SOW and any applicable Products or Services purchased hereunder are subject to either (i) the applicable mutually executed Master Products and 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://nwn.ai/master-agreement/shall apply (the online terms and conditions and the applicable agreement shall each be deemed the “Agreement”). This SOW is 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 at https://nwn.ai/compliance/ and such terms are incorporated herein by reference. For the avoidance of doubt, in the event of any conflict between the terms of this SOW, an Accepted Purchase Order (as defined herein) and 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 authorize Customer to purchase Products or Services from NWN, those agreements shall additionally be deemed Agreements for the purposes of this SOW. Any terms not defined in this SOW shall be set forth in the Agreement. The pricing contained in this SOW is valid for thirty (30) days from date of issue. Notwithstanding the foregoing, in the event Provider’s manufacturer adjusts pricing after the Effective Date of the SOW, Provider reserves the right to adjust pricing until the date of shipment. Applicable shipping charges, taxes, and if applicable, telecommunications surcharges and fees (including Federal Universal Service Fees), will be billed by NWN and itemized on a separate line item(s) on NWN s invoice. In the event Customer does not execute this SOW and only places a Purchase Order, such Purchase Order is deemed acceptance of the terms of this SOW 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 chooses to place a Purchase Order rather than signing this SOW, the date of the Accepted Purchase Order shall be considered the SOW Effective Date and placement of Purchase Order shall be deemed acceptance of the SOW and all the terms contained herein. 1 *In the event your Master Agreement is with InterVision Systems, LLC, for the purposes of this SOW, all references to "Service Order" in your Master Agreement shall have the same meaning as "SOW". Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B www.nwn.ai Q-181850 Page: 11 8.2. Accepted and agreed by: Orange County Government - HQ @ Hillsborough, NC NWN Corporation Signature Signature Name Name Title Title Date Date Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B Q-181850 1 Q-181850 Generated Date: 02/25/2026 Expiration Date: 03/27/2026 Account Name: Orange County Government - HQ @ Hillsborough, NC Opportunity Name: RENEWAL: Server Patch Management 2026 Opportunity Number: OP-138546 Work Order # Client Contact Information Primary Contact: Diogenes DeLosSantos Contact Title: IT Systems Analyst Contact Phone: (919) 245-2285 Contact Email: ddelossantos@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 300 West Tryon St P O Box 8181 Hillsborough, NC 27278 Ship To Orange County Government - HQ @ Hillsborough, NC 300 West Tryon St P O Box 8181 Hillsborough, NC 27278 Services # ITEM DESCRIPTION QTY Serial # Location Start Date End Date UNIT PRICE EXT. TOTAL 1. SEC-EMPR-PM-SVR Server OS Patching, Per Server 150 ORANGE COUNTY NC 131 W MARGARET LN, STE 300 HILLSBOROU GH, NC 27278 4/15/26 10/14/26 $20.00 $18,000.00 Total: $18,000.00 **The Monthly/Unit Price shown above has been rounded to two decimal places for display purposes. As many as eight decimal places may be present in the actual price.The totals for this order were calculated using the actual price, rather than the Monthly/Unit Price displayed above, and are the true and binding totals for this order. Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B Q-181850 2 Financial Summary ITEM TOTAL Quote Sub-Total: $18,000.00 Recurring Ext. Total: $18,000.00 Billing and Payment Terms ITEM TERM Subscription Term: 6 (4/15/26-10/14/26) Billing Terms: Recurring - Monthly Payment Terms: Net 30 Days Payment Schedule: 100% on Completion 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. In no event will the Quote be valid for longer than thirty (30) days from the Generated Date, also set forth above. Notwithstanding the foregoing, in the event Provider’s manufacturer adjusts pricing after the Effective Date of the Quote, Provider reserves the right to adjust pricing until the date of shipment. Applicable taxes, freight charges, and if applicable, telecommunications 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 Customer’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 address 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 penalties 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 subscription 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 either (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 is 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 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 of 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 agreements 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 discretion, impose equivalent restocking fee(s) on customer. Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B Q-181850 3 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 chooses 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 Docusign Envelope ID: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B 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: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B 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: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B 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: 80AA9F5F-36CA-4D16-AFBE-43100DBE5E4B