2021-012-E AMS-NWN Corporation IT deployment

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DocuSign Envelope ID:9666D6DE-7FE9-442A-BC33-561E1910EBD4 DocuSign Envelope 0:98A28382-39D8-4D24-86E1-3CDA15CD98E8 a nwn Statement of Work IT Contractor - OP-07561 indemnification if its position is not materially inconsistent with that of NWN and if in its reasonable judgment such claim or the resolution thereof would have an ongoing material effect on Client In the event NWN fails to defend the same within a reasonable length of time, Client shall be entitled to assume the sole defense thereof,and NWN shall be liable to repay Client for all expenses reasonably incurred in connection with said defense (including reasonable attorneys' fees and settlement payments)if it is determined that such request for indemnification was proper. • BILLING AND PAYMENT. NWN will bill Client through invoices issued to Client in arrears on a MONTHLY basis for services provided by contractor and associated costs, as approved by Client, except that NWN has sole discretion to bill on a less frequent basis if it deems it appropriate to do so. Client will pay NWN within 30 days from the date of such invoice, unless some other time has been agreed to in the Purchase Order, according to the rates and terms of the Purchase Order; provided, however, that NWN may inform Client that some period less than 30 days shall be allowed for payment where Client is delinquent in payment of any sum due NWN,or Client's previous payment record or financial condition so warrants in the opinion of NWN.Any late invoicing by NWN shall not affect the obligation of the Client to pay for the services covered by that invoice •_ ACCEPTANCE OF SERVICES. Ciient's Project Manager or other agent shall review for approval each week the time records of contractor on a form provided by NWN to the contractor and submitted to Client.Client's approval of such time records(including, but not limited to,costs of any applicable overtime rates,travel, per diem and other costs stated thereon)shall be evidenced by its signature thereon and such approval shall constitute acceptance of the work performed by contractor and Client's agreement to pay NWN as stated herein.Acceptance by Client shall not be unreasonably withheld and any refusal to accept shall be noted on the time record for the relevant week,with a written explanation of the reasons that the work was not acceptable and failure to so note such refusal shall constitute acceptance. Nothing herein shall eliminate Client's obligation to pay NWN for any services provided by contractor which Client has approved by some other means. • TERMINATfON With a two week notice you may terminate this contract at any time. PROJECT FINANCIALS NWN is pleased to present the following pricing summary for this project. contractor Services— fixed_per hour rate (up to 32 hours per week) $29.00 APPROVALS Orange County NWN By(authorized signature) y 'signature) IN4 Name(Print or Type) -17diRe ype) Jim Northrup Jack Lodge Title(Print or Type) Date: Title(Print or Type) Date: CIO EVP customer success 9/11/2020 Page 3 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.