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Statement of Work <br />IT Contractor - OP-07561 <br /> <br />Page 3 of 3 <br /> <br />Copyright NWN Corporation. This document is the property of and is proprietary to NWN Corporation. It is not to be <br />disclosed in whole or in part without the expressed written consent of NWN, shall not be duplicated or used, in whole or in p art, <br />for any purpose other than to evaluate NWN’s proposal, and shall be returned upon request. <br />indemnification if its position is not materially inconsistent with that of NWN and if in its reasonable judgment such <br />claim or the resolution thereof would have an ongoing material effect on Client. In the event NWN fails to defend the <br />same within a reasonable length of time, Client shall be entitled to assume the sole defense thereof, and NWN shall <br />be liable to repay Client for all expenses reasonably incurred in connection with said defense (including reasonable <br />attorneys' fees and settlement payments) if it is determined that such request for indemnification was proper. <br /> BILLING AND PAYMENT. NWN will bill Client through invoices issued to Client in arrears on a MONTHLY basis for <br />services provided by contractor and associated costs, as approved by Client, except that NWN has sole discretion to <br />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 <br />such invoice, unless some other time has been agreed to in the Purchase Order, according to the rates and terms of <br />the Purchase Order; provided, however, that NWN may inform Client that some period less than 30 days shall be <br />allowed for payment where Client is delinquent in payment of any sum due NWN, or Client's previous payment <br />record or financial condition so warrants in the opinion of NWN. Any late invoicing by NWN shall not affect the <br />obligation of the Client to pay for the services covered by that invoice. <br /> ACCEPTANCE OF SERVICES. Client's Project Manager or other agent shall review for approval each week the <br />time records of contractor on a form provided by NWN to the contractor and submitted to Client. Client's approval of <br />such time records (including, but not limited to, costs of any applicable overtime rates, travel, per diem and other <br />costs stated thereon) shall be evidenced by its signature thereon and such approval shall constitute acceptance of <br />the work performed by contractor and Client's agreement to pay NWN as stated herein. Acceptance by Client shall <br />not be unreasonably withheld and any refusal to accept shall be noted on the time record for the relevant week, with <br />a written explanation of the reasons that the work was not acceptable and failure to so note such refusal shall <br />constitute acceptance. Nothing herein shall eliminate Client's obligation to pay NWN for any services provided by <br />contractor which Client has approved by some other means. <br /> TERMINATION. With a two week notice you may terminate this contract at any time. <br /> <br /> <br />PROJECT FINANCIALS <br /> <br />NWN is pleased to present the following pricing summary for this project. <br /> <br />Contractor Services – fixed per hour rate (up to 40 hours per week) $29.00 <br /> <br /> <br /> <br />APPROVALS <br /> <br />Orange County NWN <br />By (authorized signature) <br /> <br />By (authorized signature) <br /> <br />Name (Print or Type) <br />Jim Northrup <br />Name (Print or Type) <br />Chris Methe <br />Title (Print or Type) <br />CIO <br />Date: Title (Print or Type) <br />Vice President of <br />Technology Operations <br />Date: <br /> <br />May 18, 2020 <br /> <br />DocuSign Envelope ID: F60025B8-7445-41B8-A587-215AB88B897E