lnsi PUBLIC SECTOR -.- August 6, 2018 MARICOPA COUNTY WIDE PRIMARY ELECTION SUPPORT 1 PARTIES ?Insight" ?Client" Insight Public Sector, Inc. MariCOpa County Recorder 6820 S. Harl Avenue 510 South Third Avenue Tempe, AZ 85283 Phoenix, AZ 85003 Attn: Guido Russo Attn: John Stewart 2 SCOPE OF SERVICES Insight is pleased to perform the following services (?Services?) under the terms and conditions of this Statement of Work 2. 1 Service Description 2.1.1 Location The Services will be performed at the following Client location(s): . Site list to be suppiied by Client prior to project start 2.1.2 Scope and Approach Insight will perform the following Services: . Provide 4 technicians August 13, 2018 through August 24, 2018 for Early Balloting Period (10 days and 40 locations (?Sites?)) 0 4 technicians will assist with support of 40 early baliot locations commencing on Au? gust 13, 2018 - Available at 8:00 AM (8 hours scheduled) . Technicians will be available for dispatch from an identified centrai iocation, or assigned to specific polling places to provide support for early ballot period from August 13, 2018 through August 24, 2018 - Be on call to troubleshoot and correct technical issues in the field - Work with the board workers and Ciient Employees to correct any technical is? sues with the MoFi, Site Books (DELL OptiPlex all in one), and printers . Provide 93 technicians on August 27, 2018 for support of setup of polling place equipment (462 Sites) (10 technicians will be retained in standby) 93 technicians will assist with technical support of 462 polling locations - Available at 8:00 AM (8 hours scheduied) - Technicians will be available for dispatch from an identified central voting dis? trict location (5), or assigned to specific polling places to provide support for installation and setup during August 27, 2018 Rev. 05/18 INSIGHT PROPRIETARY AND CONFIDENTIAL Page 1 of 13 U. S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE Maricopa County Wide Primary Election Support Statement of Work 24343881 2.0 Maricopa County Recorder August 6, 2018 - Be on call to troubleshoot and correct technical issues in the field - Work with the board workers and Client Employees to correct any technical is- sues with the MoFi, Site Books (DELL OptiPlex all in one), and printers . Provide 40 technicians on August 28, 2018 for Primary Election Day Support (Election Day Poiling Locations: 502 Sites) (5 technicians will be retained in standby) 40 technicians wili assist with support of 502 Polling Locations commencing on August 28, 2018 - Available from 5:00 AM to 7:00 PM (14 hours scheduled) - Technicians will be available for dispatch from an identified central voting dis? trict location (5), or assigned to specific polling places to provide support for Primary Election Day August 28, 2018. - Be on call to troubleshoot and correct technical issues in the field - Work with the board workers and Client Employees to correct any technical is? sues with the MoFi, Site Books (DELL OptiPlex all in one), and printers - Commencing at 5:00 AM to 7:00 PM AZ time (14 hours scheduled) Dedicated Insight Contact Center (ICC) Project Coordinators will dispatch and track Technician check?in/check?out based on calls from Ciient Elections team . Provide 6 technicians on August 29, 2018 for Post?Election Day Poliing site breakdown (Ballot Center Locations: 40 Sites) 0 6 technicians wiil assist with the Polling Place Break Down Teams at 40 Ballot Center Locations commencing on August 29, 2017 - Avaiiabie at 8:00 AM (8 hours scheduled) - Technicians will be assigned to specific polling places to provide support for Polling Place Break Down - Test Dell OptiPlex Devices - Disassemble Dell OptiPlex polling devices and reubox gear - Pack IT Equipment for storage - Conduct training sessions to review technical and troubleshooting support to be executed dur? ing Early Bailoting (10 Day) and Primary Election day periods 0 Training time will be up to 2 hours for all technicians 0 Training wiil be delivered via web computer based training tooi (CBT) such as Brainshark for Technicians to complete prior to their assignment to sites for either Ear? ly Eiections period or Primary Election day. A skills validation exam will be completed during the CBT session to confirm the Technicians are familiar with the equipment and eiection technical support processes. 0 Training materials and CBT modules will be based on content provided by Client Elec? tions technical support teams. 2.2 Project Management Insight will provide the following project management and technical direction: Project Manager . Conduct a kick-off meeting to introduce the assigned Insight Services support team and con- firm the objectives, timeline, and project approach. Rev. 05/18 INSIGHT PROPRIETARY AND CONFIDENTIAL Page 2 of 13 U. S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE Maricopa County Wide Primary Election Support Statement of Work 24343881 2.0 Maricopa County Recorder August 6, 2018 . Coordinate with Client Project Management Office and Technical Lead to align the project mile? stones, dependencies, and overall Deliverables (?Deliverabies?) pertaining to this specific SOW. . Work with Client Project Management Office to complete and obtain approvai of the Initial Pro? ject Success Checklist. . Discuss the project communication plan to ensure succinct and orderly communication be? tween all involved support personnel. . Perform overall project management and resource planning to meet agreed upon tirneframes and expectations using a detailed project plan developed by Insight as part of this SOW. . Deliver a weekly status report that includes the following items: 0 A 1 week review and a week look ahead 0 High?level project timelines Dependencies, risks, and issues log Conduct a project wrap?up meeting to review results, lessons iearned, and future opportuni? ties for recommendation. 2.3 Deliverables Insight will provide the following Deliverables: Project Management Project Manager . A detailed project plan in Microsoft? Project (WBS) - An escalation plan . Risk mitigation strategy and plan . Communication plan 2.4 Insight Responsibilities Insight is responsible for the following: 1. Insight will provide the applicable and necessary labor, supervision, maintenance, consulta~ tion, and/or materials to perform the Services and provide the Deliverabies described in this SOW. For purposes of this SOW, ?Deliverables? means any materials produced in the course of performing Services listed or specifically required to be delivered to Client under this SOW. 2.5 Client Responsibilities The estimated duration and associated fees presented in this SOW are based on the following Client Responsibilities. Should any eiement(s) of these be lacking during execution of Services, additional time, associated fees, and expenses may be required. Client is responsible for the following: 1. Client will provide materials for development of CBT training course for Insight to deliver training content to Technicians commencing on August 17, 2018 and up through Primary Elec- tion Day August 28, 2018 2. Client will initiate requests for Insight technicians need to be dispatched for support on Elec? tion Day, Tuesday, August 28, 2018 in Coordination with Insight Contact Center (ICC) 3. Client will provide a point of contact and escalation path for Network or other issues outside of the responsibility of Insight technicians. Rev. 05/18 INSIGHT PROPRIETARY AND CONFIDENTIAL Page 3 of 13 U. S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE Maricopa County Wide Primary Election Support Statement of Work 24343881 2.0 Maricopa County Recorder August 6, 2018 4. Ciient wili provide a point of contact and escalation path for Network or other issues outside of the of Insight technicians. 5. Client shall be responsible to provide a project point of contact with decision?making authority to support the scope of services described in this SOW and shall ensure that the proper per? sonnei are reasonably available to review each completed Milestone, Service or Deiiverabie upon notification of completion by Insight. 6. If applicable, Ciient wili provide site contacts for each Client location. Each such contact wili provide Insight with applicable details regarding his/her site, and will coordinate or perform required onsite work, as reasonably requested by Insight and Client IT, for the duration of the project. 7. Client will provide Insight the necessary access to internal experts, location(s), criticai sys? tems, applications, workspace, and equipment (telephones, faxes, LAN connectivity, printer access, dial?out modem lines, passwords, keys, etc., as applicable) required at each field loca- tion to complete the project. Access to Client systems wiil be provided to Insight via either on? site direct access or remote/VPN access. If Client does not allow remote/VPN access to Client systems and remote work is necessary, then Client will make iocai resources available to be utilized by Insight to accommodate for this lack of access. If Client cannot provide access or local resources, then additional project duration, labor hours, and others costs may be in? curred and due to Insight by Client. 8. If applicable, Client wiil provide the necessary hardware, software, tools, and permits required for the successful completion of the project prior to Insight?s arrival. Further, Client is respon? sible for all licensing requirements to be compliant per their own agreements. 9. Ciient is responsible for all product and material, including distribution and transport of Client? owned product and material, uniess otherwise specified in writing. Product and material is de? fined as any item purchased, owned and/or provided by Client (or others) that Insight is re? quired to use for fulfillment of any Services described herein. 10. If applicable, Client is responsibie for providing adequate and secure onsite storage for ali Cii? ent?owned product and material unless otherwise specified in writing. 11. If applicable, Client will be responsible for: back?up and/or data migration of existing data unless otherwise agreed to by Insight; computer system and network designs; and component selection as it relates to the performance of the computer system and/or the network. 12. Client is responsible for maintaining physical, electronic, and procedural controls to ensure the confidentiality, integrity, and availability of Ciient?s information on all applicable Client compu? ting systems used to store or transmit Client?s information, in accordance with current appli? cable industry standards and best practices. 13. Client is responsible for managing and maintaining: reasonable firewalls and, if appropri~ ate, regular back?ups of Ciient?s information; and least?priviieged?based access controis (including provisioning, de?provisioning, authentication, authorization, and ac? countability controls). 14. Client and its empioyees, contractors, and agents will: cooperate with any reasonabie re? quest of Insight in order to provide Services as described, provide input throughout the project and will review progress at review meetings requested by Insight; and provide In? sight with access to all of Client?s information, documentation and technology, necessary for Insight to perform the Services as described, including a list of ali Client and third~party con~ tacts necessary for Insight to do so. Such cooperation, input, access, and license are critical to this project, and Ciient?s representation at all review meetings is essentiai. If applicable, Insight is hereby granted and shall have a nonexclusive, royalty-free license, during the term of the Services, to access and use the Client Technology soiely for the purposes of deiivering the Services to Client. ?Ciient Technoiogy? shail mean any intellectual property owned by Cli? ent that wili be used by Insight in performing the Services under this SOW. Rev. 05/18 INSIGHT PROPRIETARY AND CONFIDENTIAL Page 4 of 13 U. S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE Maricopa County Wide Primary Election Support - Statement of Work 24343881 2.0 Maricopa County Recorder August 6, 2018 2. 6 Resource Team Project Sponsor, Maricopa County Recorder Richard McHattie Services Account Executive, Insight Guido Russo Account Executive, Insight Ron Barnes Services Director, Insight - Paula Tempie Services Manager, Insight Patrick McGinnis SOW Prepared by, Insight Russ Wagner Jacki Donch 2.7 Change Request Procedure If an alteration to the scope of work in this SOW, including Deiiverables, hours needed to compiete work, milestones and related pricing, is identified by either party; it shali be brought to the attention of the other party?s management by completing and submitting a Change Request Form, which is incorporated into this SOW as Attachment 1. Each party?s respective management will review the form to determine whether a modification to the scope is necessary and what effect the implementa? tion of such change may have on the project. If any such change causes an increase or decrease in the cost or time required for performance of the work, the price and/or delivery schedule shall be equitably adjusted and identified within the Change Request Form. Estimated turn-around time for such determination is 5 days. If both parties mutually agree to implement the change in scope, the Change Request Form wili be incorporated into the SOW as an addendum when signed by authorized representatives of both parties. If either party rejects a request for a change in scope or if the parties cannot agree on an adjustment, Insight shall proceed to fulfill its obligations in accordance with this SOW as previously agreed upon. Note: When contract 4400006644 (RFP2000001701) expires, no Change Requests for additionai Services will be accepted. 3 SCHEDULE 3.1 Start Date The project start date will be mutuaily determined upon receipt of this signed SOW and, if appiicabie, a vaiid Purchase Order (PO). A minimum lead time of 20 business days from receipt of both docu? ments may be required for scheduling purposes. 3.2 Estimated Duration The Project?s duration will be approximateiy 1 month. Rev. 05/18 INSIGHT PROPRIETARY AND CONFIDENTIAL Page 5 of 13 U. S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE Maricopa County Wide Primary Election Support Statement of Work 24343881 2.0 Maricopa County Recorder August 6, 2018 4 4. 1 Fixed Fee As consideration to Insight for performance of the Services, Client shall pay Insight the following fixed fee: Deployment Services $174 782.40 $148 565.04 The total amount paid to Insight will not exceed the total fixed fee without the prior written approval of Client. Client will not reimburse Insight for travel expenses, if any are required. Client will reim? burse Insight for any taxes incurred. If Client believes they are tax?exempt and/or the services provided are not subject to any taxes, Client will provide Insight with the proper documentation required by the taxing jurisdiction where the services are performed. 4.2 Pricing Notes Pricing is valid for 30 days from the date of this SOW. 2. Pricing and estimated time to complete this engagement are based upon Client providing nec? essary access to internai experts, location(s), ail critical systems, applications, and hardware required to complete the project. 3. Client acknowledges that cancellation of this engagement may cause Insight to incur non- refundabie travel expenses and other costs. Accordingly, if Client cancels this engagement iess than 10 business days, but more than 3 business days prior to the start date of this en? gagement, Client shall pay Insight the fees equivalent to 10% of the total cost of this en? gagement, or $2,500, whichever is less. If Client cancels this engagement less than 3 busi? ness days prior to the start date of this engagement, Client shall pay Insight all fees due for this engagement as if it had been fully performed or $12,500, whichever is less. Such cancel- lation shail be in writing and shall be effective when received by Insight. 4. If an Insight engineer arrives on site per an agreed?upon schedule and is unable to start or complete the project due to any Client, site, and/or equipment issues, a fee equal to time ex? pended and applicable travel expenses will be incurred. Insight will have 10 business days to schedule the return visit, if required. 5. This SOW assumes Services will be performed over a consecutive timeframe unless otherwise provided herein. 6. Insight is not responsible for deiays or repeated tasks caused by factors outside Insight?s con? trol. These factors include, but are not limited to, of Client personnei, equipment, and facilities. 7. In order for Insight to accept Purchase Orders against this contract, Client must be registered with the US. Communities Government Purchasing Alliance. Registration can be compieted by going to 4.3 Invoicing Insight wiil invoice Client for Services performed based upon a percentage complete, plus any taxes incurred (if applicable). Rev. 05/18 INSIGHT PROPRIETARY AND CONFIDENTIAL Page 6 of 13 U. S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE Maricopa County Wide Primary Eiection Support Statement of Work 24343881 2.0 Maricopa County Recorder August 6, 2018 5 SPECIAL TERMS, CONDITIONS AND ASSUMPTIONS 5.1 Order of Precedence Where the terms and conditions of this SOW conflict with the terms and conditions of the US. Com- munities Contract 4400006644 (RFP2000001701), the terms and conditions of Contract 4400006644 (RFP2000001701) shall prevail. 5.2 Project Kickoff A project kickoff meeting will be held to review project expectations, discuss IT infrastructure design, discover any possible problems/risks, and formulate an appropriate plan (including a firm engagement schedule and downtimes). 5.3 Business Hours Work will be performed during the foilowing project days and times: Early Bailoting Period 40 Sites Mon?Fri (8:00 AM 5:00 PM) August 13, 2018 - August 24, 2018 Poiling Location Setup 462 Sites Mon (8:00 AM 5:00 PM) August 27, 2018 Election Day - 502 Sites Tues (5:00 AM 7:00 PM) August 28, 2018 Post?Election Day - 40 Sites Wed (8:00 AM 5:00 PM) August 29, 2018 5.4 Project?Specific Assumptions The estimated duration and associated fees presented in this SOW are based on the foilowing assump? tions. Should any element(s) of these be lacking during execution of the Services, additional time, associated fees, and expenses may be required. 1. Expected project iabor hours for Technicians: a. August 13, 2018 through August 27, 2018 2 hour training deiivered via Computer Based Training (CBT) b. August 13, 2018 through August 24, 2018?{10 Day Site Support, 40 Sites, 4 techni? cians) 8 hours support i. Staffing 4 technicians total August 13, 2018 through August 24, 2018 c. August 27, 2018 (Poiling Location Setup, 462 Sites, 93 technicians) 8 hours sup? port i. Staffing 93 Technicians (10 as contingency) August 27, 2018 d. August 28, 2018 (Election Day Support, 502 Sites, 40 Technicians) 14 hours sup- port i. Staffing 40 Technicians (5 as contingency) August 28, 2018 e. August 29, 2018 (Post?Eiection Day Support, 40 Sites, 6 Technicians) 8 hours breakdown i. Staffing 6 Technicians August 29, 2018 2. Insight will use reasonable efforts to take into account Client?s schedule. Any cancellations or changes in a project schedule that are requested by the client and that do not result from an act or omission by Insight will result in a fee equal to time expended being billed. Reason for Rev. 05/18 INSIGHT PROPRIETARY AND CONFIDENTIAL Page 7 Of 13 U. S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE Maricopa County Wide Primary Election Support Statement of Work 24343881 2.0 Maricopa County Recorder August 6, 2018 cancellation or delay will be noted in the time and task log. Loss of time may result in a Change Request to complete the scope of work affected. If additional time to complete project is required, Insight will work with the client Project Owners and provide a formal ad- dendum or Change Request documenting the objective(s), tasks and Deliverables and any ad? ditional fees required. In addition, if an Insight?s resource is not being utilized by the client, Insight has the right to reassign that resource for other projects. In the event the project is ready to resume and the resource is no longer available, Insight will replace the resource with a resource that is considered equivalent to the previous resource. 3. Insight will have a knowledge transfer session with appropriate Client personnel at the end of the engagement. 4. Insight will provide an inventory spreadsheet of product and material pre? and post? installation that will be submitted as part of the Deliverables (if specified in the Deliverables section). However, Insight is NOT responsible for Client?owned product and material during any phase of the project/program. 5. If applicable, any onsite skills transfer that takes place during this project will not replace the manufacturer?s formal system implementation and administration classes. 6. Insight has no obligation to mount, affix, or otherwise fasten any cable, hardware, or other product to any building or structure (inside or outside), and Insight has no obligation to run cable above, under, behind, or through any ceiling, floor, or wall of any building or structure. If such services are requested by Client, such services may be performed by Insight only to the extent permitted by applicable law and will be subject to a change request for additional serwces. 7. Each party agrees that personnel will not be asked to perform, nor volunteer to perform, engi? neering and/or consulting tasks that lie outside the skill sets and experience of personnel. Personnel have the right to decline a service request if the request falls outside their scope of experience and expertise. 8. This engagement does not include: a. Electrical or cabling services b. Formal user training 5.5 Constraints Work that is not included in the Scope section is considered to be out of scope. Any out of scope work must be verified and pre-authorized by Insight prior to commencement through the Change Request process. 5. 6 Reference Upon successful completion of the engagement, Insight may use the Project as a reference for external purposes. This may include verbal endorsements, printed advertisements, and other market? ing references to prospective customers and third parties. Any reference activity will be mutually agreed upon in writing by Insight and Client. 5.7 Case Study Upon successful completion of the engagement, Insight may ask Client to serve as an account case study for Insight. If Client agrees, Insight will prepare a marketing release for publication of non? confidential aspects of the Project (to be reviewed in advance by Ciient), in conjunction with Client?s name. 5.8 Terms and Conditions The Genera! Terms and Conditions attached are incorporated and made part of this SOW. Rev. 05/18 INSIGHT PROPRIETARY AND CONFIDENTIAL Page 8 Of 13 U. S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE Maricopa County Wide Primary Election Support Statement of Work 24343881 2.0 Maricopa County Recorder August 6, 2018 1. Entire Agreement. The scope of services, special terms associated with the Services and these General Terms and Conditions are together one agreement between Insight and Client, coiiectively referred to as the Contract 4400006644 (RFP2000001701) and this SOW, together with ail attachments, exhibits and addenda, form the entire agreement between the parties. Where these General Terms and Conditions conflict with the terms and conditions of the U.S. Communities Contract 4400006644 (RFP2000001701), the terms and conditions of Contract 4400006644 (RFP2000001701) wlii prevaii. 2. Term. This SOW begins on the date last signed by the Authorized Representative of each party and will expire upon the completion of the Services or as otherwise provided under Section 3 below. 3. Termination. Insight or Client may terminate this SOW with or without cause with 30 calendar days prior written notice to the other party. Termination does not relieve Client's duty to pay for Services performed, or expenses incurred, in accordance with this SOW. 4. InvoicinglPayment. Services will be invoiced in accordance with this SOW. Client must pay all invoices in fuii within 30 days of the invoice date, unless otherwise specified under the SOW Special Terms, Conditions and Assumptions. All payments must reference the invoice number. Unless otherwise specified, all invoices shall be paid in the currency of the invoice. Credit/Late Payment. Insight retains the right to deciine or extend credit and to require that the appli? cable purchase price be paid prior to performance of Services on the basis of changes in Ciient?s financial con? dition and/or payment record. Insight also reserves the right to charge interest of 1.5% per month or the maximum allowable by applicable law, whichever is less, for any undisputed past due invoices. Client is re? sponsible for all costs of collection, including reasonable attorneys' fees, for any payment default on undisput- ed invoices. In addition, Insight may terminate further work if payment is not received in a timely manner. Taxes. Federal, state and local sales, use and excise taxes and all simiiar taxes and duties, (excluding taxes based on Insight?s income, assets or net worth), are the sole responsibility of Ciient and will be separate? iy itemized on the invoice. Client may provide Insight a tax exemption certificate, which will be subject to re- view and acceptance by Insight. 5. Services. Licenses. Client is solely responsible for acquiring and maintaining valid software licenses for authorized and installed software products (whetherinstailed on Client's machines by Insight as individual products or part of a software image, or by any other party or method). Intellectual Property Rights. Insight retains ali right, title and interest in any pre?existing intellectual property that is owned by Insight (?Insight and which may be used in carrying out the Services, including any modifications or improvements made to Insight 1P during or as a result of the Services to be performed under this SOW. Except for Insight IP and upon payment in full of all amounts due Insight, all documents, drawings, specifications, information, patents, patent applications, inventions, developments or processes or any copyrightable materiai originated and developed by Insight specifically for Client as part of the Services to be performed by Insight under this SOW ("Work Product") shall be owned by Client. Insight hereby grants Client a worldwide, non?exclusive, royaity-free, perpetual, without the right of sublicense, iicense to use In? sight IP in the course of Client?s internal, business operations. 6. Limited Service Warranty. Insight represents and warrants that: It has the full power and authority to enter into this it has all other rights necessary for the performance of its obligations under this SOW, without violating any rights of any other party; Services performed by Insight be performed in a timely, competent, professional and workmanlike manner; (ii) substantiaiiy conform to the written specifications under this SOW for 30 calendar days from completion, or for such other warranty period as may be indicated under the Speciai Terms, Conditions and Assumptions of this be in compliance with all laws, rules and reguiations applicable to Insight?s per- formance under this and The use of Work Product shaii not infringe on any US. patents, copyrights, trademarks, or trade secrets of any third party 7. Warranty Disclaimer. THE EXPRESS WARRANTIES IN THIS SECTION 6 ARE IN LIEU OF, AND INSIGHT EXPRESSLY DISCLAIMS, ALL OTHER WARRANTIES IN RELATION TO THE SERVICES, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, ANY IMPLIED WARRANTY OR CONDITION OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, NON-INFRINGEMENT, SATISFACTORY QUALITY, OR ARISING FROM A COURSE OF DEALING, LAW, USAGE, OR TRADE PRACTICE TO THE EXTENT PERMITTED IN LAW. TO THE EXTENT AN IMPLIED WARRANTY CANNOT BE EXCLUDED, SUCH WARRANTY IS LIMITED IN DURATION TO THE WARRANTY PERIOD. No agent or employee of Insight or any other party is authorized to make any warranty in addition to those made in Section 6. Insight will have no obiigation with respect to any warranty Claim if the Ciaim is the resuit of damage caused by unauthorized modification, or any abuse or misuse by Client or any third party not performing under the direction of Insight, or damage caused by disaster such as fire, flood, wind or lightning. Rev. 05/18 INSIGHT PROPRIETARY AND CONFIDENTIAL Page 9 Of 13 U. S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE Maricopa County Wide Primary Election Support Statement of Work 24343881 2.0 Maricopa County Recorder August 6, 2018 8. Remedies. In addition to the remedies contained in Contract 4400006644 (RFP2000001701), Insight shall provide the Client the foilowing remedies: (3) Services. Client's remedy for non~conforming Services discovered upon completion or during the warran? ty period shall be the re?performance of any deficient Services at Insight?s expense. No re?performance shall extend any warranty period. If Insight is unable to remedy any deficient Services within 30 days of notice or such additional time as may be agreed upon by the parties, Insight will, at its option, provide a credit or refund of any fees paid for the specific non-conforming Services. Credits. Any credits issued to Client by Insight for any reason must be appiied by Client within 2 years from the date the credit is issued. If not used within such period, credits will automatically expire. 9. Confidential Information. Insight and Client will maintain in confidence and safeguard ail Confidential Information, as defined in this SOW, of the other party, its affiliates, and its clients. Confidential Information will include, but is not limited to trade secrets, know? how, inventions, techniques, data, client lists, financial infor? mation, and sales and marketing plans of the other party, its affiliates, or its clients. Both Insight and Client recognize and acknowledge the confidential and proprietary nature of any Confidential Information as well as acknowledge the irreparable harm that could result to the other party, its affiliates, or its clients if such Confidential Information is disclosed to a third party or used for unauthorized purposes. Insight and Client agree to use any Confidential Information only for the purpose of conducting business with each other and their clients in the manner contemplated by this SOW. Insight and Client will restrict disclosures of any Confidentiai Information to only those personnel who have a need to know and wiil bind such personnel to obligations of confidentiality to the same extent that each party is bound by this SOW. Upon completion or termination of this SOW or upon request of Insight or Client, the other party will return all materials incorporating any such Confidential Information and any copies thereof to the owner of such Confidential Information. For purposes of this SOW, the obligations will not apply to information that has already entered the public domain other than by Insight?s or Client?s breach of this was acquired by Insight or Client before receiving such information from the other party without restriction as to use or disclosure; is hereafter rightfully furnished to Insight or Client without restriction as to use or disclosure by a third party authorized to make such disclosure; or is information that was independently developed by Insight or Client without reference to Confidential Information. In addition, Insight and Client agree that the terms of this SOW and any resuitant purchase order are not Confidentiai Information pursuant to this provision and can and will be shared with US. Communities Government Purchasing Alliance. 10. Indemnification. See Contract 4400006644 (RFP2000001701) for Indemnification provisions. 11. Limitation of See Contract 4400006644 (RFP2000001701) for Limitation of Liability provisions. 12. Securitv and Backup. Client is responsible for the security of its network, including the backup and other protection of its system and data, against loss, damage or destruction by third parties. Insight will not be liable for any damages resulting from security breaches of Client?s network or data, except to the extent caused by Insight?s sole negligence or willful acts or omissions. This disciaimer is in addition to, and not instead of, any other dis~ claimers and limitation of liability in this SOW. 13. Insurance. See Contract 4400006644 (RFP2000001701) for Insurance provisions. 14.. Notices. Any notice required or permitted to be given hereunder must be in writing and is considered received: (1) when personally delivered; (2) one (1) business day after having been sent by overnight mail via a professional carrier; or (3) when sent via facsimile or electronic mail, receipt confirmed, with an original document placed in the mail within 5 business days of the date of that facsimile or eiectronic mail. All business communica? tion will be sent to the addresses set forth above or to other persons or addresses as either party designates in writing to the other. Legal notices must be sent with a copy for Insight addressed to: Insight, 6820 South Harl Avenue, Tempe, AZ 85243, Attn: Legal Department. 15. Governing Law. This SOW will be governed by the substantive iaws of the State of Arizona without giving effect to any conflict~of?law rules. 16. Non?Solicitation 8: Non?Hire. Both parties agree that during the time that Insight is rendering Services under the terms of this SOW and for one year following the cessation of such Services, neither party will directly or indirectiy soiicit, offer employment or hire any current or former employee or consultant employed by or hired by the other party involved in the performance of this SOW. This provision does not restrict the right of either party to solicit or recruit generaiiy in the media and does not prohibit either party from hiring an employee of the other who answers any advertisement or who otherwise voluntarily applies for hire without having been initially personai? iy solicited or recruited by the hiring party. 17. General. Any subsequent additions, deietions or modifications to this SOW are not binding unless agreed upon in writing by authorized representatives of both Parties. If any part of this SOW is for any reason found to be invalid, illegal or unenforceable, all other parts will still remain in effect. A delay or failure to exercise or partially exercise any right under this SOW does not operate as a waiver, nor it preclude future exercise of that right or permit, or sanction any subsequent breach of any term or condition. Neither party may assign its duties or rights under this SOW, whether by operation of law or otherwise, except with the other party?s prior written consent; provided that Insight will have the right to assign this SOW to its Insight may subcontract any or all of its obligations hereunder to one or more qualified parties without Client?s prior consent, unless otherwise restricted in this SOW. Insight is not responsible for default or delays caused by Client?s failure to provide accurate instruc? tions, information, access to facilities or suitable product or application environment. Neither party will be liable for Rev. 05/18 INSIGHT PROPRIETARY AND CONFIDENTIAL Page 10 Of 13 U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE Maricopa County Wide Primary Election Support Statement of Work 24343881 2.0 Maricopa County Recorder August 6, 2018 any delays in the performance of this SOW due to circumstances beyond its control, including but not limited to acts of nature, acts of government in its sovereign or contractuai capacity, national emergencies, acts of terrorism, transportation deiays, labor disturbances, work stoppages, material shortages, or loss of electrical power, tele- communications or similar infrastructure. Ciient represents and warrants that no technical data furnished under this SOW will be exported from the United States except in compliance with all requirements of the International Traffic in Arms Regulations (ITAR) and Export Administration Regulations (EAR). The provisions of this SOW, which by sense and content are intended to survive, including but not iimited to the sections related to payment, warranties, remedies, indemnification, confidentiality and limits of liability, will survive the expiration or termination of this SOW. Insight is an independent contractor to Client. No personnel employed or engaged by Insight to perform the Services for Client will be considered Client?s employees, agents, partners, joint venture partners, or franchisors. Insight has sole for the direction of its empioyees and has the right to fire, hire, suspend, layoff, transfer or reassign employees at will without the consent of Client. Signature Page Follows Rev. 05/18 INSIGHT PROPRIETARY AND CONFIDENTIAL Page 11 of 13 U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE Maricopa County Wide Primary Election Support Statement of Work 24343881 2.0 Maricopa County Recorder August 6, 2018 The following section must be completed before this SOW can be processed: Invoicing Procedures: 1. Method (Client to select one option below): I:l Mail Invoice Hard copy invoice will be mailed to: Company Full Name: Address: Attention: Accounts Payable or: Accounts Payable Contact: Phone: Email Invoice Invoice copy will be sent electronically via e?mail to: 2. PO Process (Client to select one option below): El Client issues system?generated POs or internai reference numbers for service engage- ments. Please fill in the PO Number below and attach a hard copy of the PO to this signed SOW. Note: Services cannot be performed until a hard copy of the PO is received, or Billing Ref? erence is provided. PO Number: PC Release Number (if applicable): Internal Billing Reference Number/Name: El Client does NOT issue system-generated PG for service engagements. Accordingly, performance of and payment for any Services under this SOW do not require, and are not contingent upon, the issuance of any P0 or other similar document. By signing below, the undersigned agree they are bound by the terms of the U.S. Communities Contract 4400006644 (RFP2000001701) and this SOW, which includes the Statement of Work, Attachment 1, and the General Terms and Conditions. INSIGHT CLIENT By: By: Authorized Representative Authorized Representative Print Print . . (- Name. Name. \1 #114?) ?/ely Title: Title: DC /70 Date: Date: (g Rev. 05/18 INSIGHT PROPRIETARY AND CONFIDENTIAL Page 12 of 13 U.S. COMMUNITIES GOVERNMENT PURCHASING ALLIANCE Maricopa County Wide Primary Election Support Statement of Work 24343881 2.0 Maricopa County Recorder August 6, 2018 Attachment 1 anSE PUBLIC SECTOR CHANGE REQUEST FORM Client CHANGE REQUEST CHANGE REQUEST Original ProjectNan'ie .I SOW Insight Services Manager. '.:Client Project Sponsor - . - Request Date .. Purchase Order to Apply to Changes: P0 Change Reguest Sum mar! Originai Sit-:ope Ta?k - . Reason for ChanQe I: newsman pr'cnanse ProjeCt Pricing Deiiverables I Signatures insight Authorized -. . Signer: Date: Print Name: Title: Client 'Authori-z'e'd i I . Signer: . - Date: Print Name: Title: Rev. 05/18 INSIGHT AND CONFIDENTIAL Page 13 of 13