2021-012-E AMS-NWN Corporation IT deployment

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DocuSign Envelope ID:9666D6DE-7FE9-442A-BC33-561E1910EBD4 DocuSign Envelope ID:98A26382-39DB-4D24-86Et-3CDA15CD98E8 1C% nwn ivered Statement of Work IT Contractor - OP-07561 CONTACT INFORMATION I CLIENT NAME -- 'OFFICE MOBILE EMAIL Jim Northrup ; 919-245-2276 252-305.6678 inorthru Oran ecoun nc. ov i NWN CORP Anne Leduc `781-472-3476 978-376-4923 aleducfcbnwnit.com Ben Smith 336.217.1341 336.210.0703 bsmith{gDnwnit.com i — PROJECT OVERVIEW NWN and Orange County Government also referred to as"Client" have entered into an agreement as detailed herein. • NWN will provide a contractor for 1T deployment services starting October 1, 2020 until January 31, 2021. • The contracted services are for up to 32 hours a week and additional hours as approved by Orange County Government management. CUSTOMER REQUIREMENTS & ASSUMPTIONS The work to be performed by the contracted services under this Agreement shall be set out by Client and stated in the Purchase Order.The contractor shall report the results of the work,to the extent required by Client,to Client's Project Manager or other designated official, but the primary control over such contractors shall be exercised by NWN or, in the case of such personnel who is a valid contractor. Because Client has the opportunity to interview all contractors provided by NWN prior to their commencement of any services for Client, NWN shall have no liability to Client if such contractors are determined by Client not to meet its requirements and Client shall not be relieved of making payments to NWN for the services provided by such contractors up to the time that they are terminated in accordance with this Agreement. HOWEVER, IF THE SERVICES OF ANY CONTRACTOR PROVIDING SERVICES UNDER THIS AGREEMENT ARE TERMINATED AND CLIENT REQUESTS SUBSTITUTE CONTRACTOR AND HAS PAID FOR THE SERVICES PREVIOUSLY PROVIDED, NWN HEREBY AGREES TO MAKE REASONABLE EFFORTS TO PROVIDE SUBSTITUTE CONTRACTOR. TERMS & CONDITIONS LIABILITY AND INDEMNIFICATION. In connection with the services provided generally under this Agreement and specifically by a particular contractor,in no event shall NWN be liable to Client for damages to any property or person or for indemnification in an amount greater than the amount paid by Client in connection with the performance of such services by such contractor whose actions or omissions are the basis for such damages or indemnification OR GREATER THAN THE LIMITS OF NWN'S APPLICABLE INSURANCE COVERAGE,WHICHEVER 15 GREATER; provided, however,that NWN shail not be liable for any damages caused by any acts or omissions beyond its control or not due to its fault,or for any special or consequential damages,loss of profits,interest,penalties or fines,and provided further,that if Client requests or directs that NWN perform an act or omit the performance of an act,and if NWN performs or omits the performance of such act as directed or requested, or if Client approves,affirms or ratifies the performance or omission of any act of NWN.Client shall have no claim against NWN for liability or indemnification in connection with such act or omission to act.In the event that NWN performs or omits to perform any act which may support a claim for liability or for indemnification by Client, Client shall give prompt written notice to NWN upon its initial receipt of information that could reasonably support such claim, and failure to give such timely notice shall constitute a waiver of such claim. NWN shall have the right to defend, or cause Client to defend, any claim for indemnification and Client shall extend reasonable cooperation in connection with such defense, which shall be at NWN's expense. NWN or its designated representative shall also have the sole right to settle any such claim for indemnification if such settlement includes a complete release of Client.Client may at its expense participate in the defense of any such claim for Page 2 of 3 Copyright NWN Corporation.This document is the property of and is proprietary to NWN Corporation. It is not to be disclosed in whole or in part without the expressed written consent of NWN.shall not be duplicated or used,in whole or in part. for any purpose other than to evaluate NWN's proposal. and shall be returned upon request.