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Contract 62124
CSC No. 62124 COOPERATIVE PURCHASE AGREEMENT BETWEEN THE CITY OF FORT WORTH AND IRON BOW TECHNOLOGIES, LLC This Cooperative Purchase Agreement ("Agreement") is entered into by and between Iron Bow Technologies ("Vendor") and the City of Fort Worth ("City"), collectively the "parties." The Contract documents shall include the following: 1. This Cooperative Purchase Agreement; 2. Exhibit A — Vendor and 11:11 Systems Proposal/Quote Solicitation No. 401098; 3. 11:11 System's EULA's, as linked; 4. Exhibit B — OMNIA Cooperative Contract No. R210404; 5. Exhibit C — Conflict of Interest Questionnaire Notwithstanding any language to the contrary in the attached exhibits and linked terms and conditions, as referenced above, the parties stipulate by evidence of execution of this Agreement below by a representative of each party duly authorized to bind the parties hereto, that the parties hereby agree that the provisions in this Agreement below shall control and be applicable to the parties as follows: 1. Term. The Agreement shall commence on October 1, 2024 ("Effective Date") and shall expire no later than September 30, 2027 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement will have no renewal periods. OFFICIAL RECORD 2. Termination. CITY SECRETARY FT. WORTH, TX a. Convenience. Either City or Vendor may terminate the Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. b. Breach. If either party commits a material breach of the Agreement, the non - breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of notice from the non -breaching party, or other time frame as agreed to by the parties. If the breaching party fails to cure the breach within the stated period of time, the non -breaching party may, in its sole discretion, and without prejudice to any other right under the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the breaching party. C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period for any payments due hereunder, City will notify Vendor of such occurrence and the Agreement shall terminate on the last day of the fiscal Cooperative Purchase Agreement Page 1 of 9 period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. d. Duties and Obligations of the Parties. In the event that the Agreement is terminated prior to the Expiration Date, City shall pay Vendor for services actually rendered up to the effective date of termination and Vendor shall continue to provide City with services requested by City and in accordance with the Agreement up to the effective date of termination. Upon termination of the Agreement for any reason, Vendor shall provide City with copies of all completed or partially completed documents prepared under the Agreement. In the event Vendor has received access to City information or data as a requirement to perform services hereunder, Vendor shall return all City provided data to City in a machine readable format or other format deemed acceptable to City. 3. Attornevs' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 4. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by, and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 5. Linked Terms and Conditions. If the Agreement contains a website link to terms and conditions, the linked terms and conditions located at that website link as of the effective date of the Agreement shall be the linked terms and conditions referred to in the Agreement. To the extent that the linked terms and conditions conflict with any provision of either this Agreement, the provisions contained within this Agreement shall control. If any changes are made to the linked terms and conditions after the date of the Agreement, such changes are hereby deleted and void. Further, if Vendor cannot clearly and sufficiently demonstrate the exact terms and conditions as of the effective date of the Agreement, all of the linked terms and conditions are hereby deleted and void. 6. Insurance. The City is a governmental entity under the laws of the state of Texas and pursuant to Chapter 2259 of the Texas Government Code, entitled "Self -Insurance by Governmental Units," is self -insured and therefore is not required to purchase insurance. To the extent the Agreement requires City to purchase insurance, City objects to any such provision, the parties agree that any such requirement shall be null and void and is hereby deleted from the Agreement and shall have no force or effect. City will provide a letter of self -insured status as requested by Vendor. Cooperative Purchase Agreement Page 2 of 9 7. Sovereifzn Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby deleted and shall have no force or effect. 8. Limitation of Liability and Indemnity. Vendor agrees the exclusions or limits of liability, as may be stated elsewhere in the Agreement, shall not apply to the City's claim or loss arising from any of the following: (a) Vendor's breach of its data security obligations; (b) Vendor's misuse or misappropriation of the City's intellectual property rights, (c) Vendor's indemnity obligations, or (d) any other obligations that cannot be excluded or limited by applicable law. To the extent the Agreement, in any way, requires City to indemnify or hold Vendor or any third party harmless from damages of any kind or character, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 9. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and expense, including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with the Agreement, it being understood that the agreement to indemnify, defend, settle or pay shall not apply if City modifies or misuses the Deliverable(s). So long as Vendor bears the cost and expense of payment for claims or actions against the City pursuant to this section 9, Vendor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's interest, and City agrees to cooperate with Vendor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under the Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however, Vendor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Vendor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to indemnify the City under the Agreement. If the Deliverable(s), or any part thereof, is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Vendor shall, at its own expense and as City's sole remedy, either: (a) procure for City the right to continue to use the Deliverable(s); or (b) modify the Deliverable(s) to make them/it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non -infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Vendor, terminate the Agreement, and refund all amounts paid to Vendor by the City, subsequent to which termination City may seek any and all remedies available to City under law. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE REQUIRED BY CITY. Cooperative Purchase Agreement Page 3 of 9 10. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to time, and further agrees to adjust its data safeguards from time to time in light of relevant circumstances or the results of any relevant testing or monitoring. If Vendor suspects or becomes aware of any unauthorized access to any financial or personal identifiable information ("Personal Data") by any unauthorized person or third party, or becomes aware of any other security breach relating to Personal Data held or stored by Vendor under the Agreement or in connection with the performance of any services performed under the Agreement or any Statement(s) of Work ("Data Breach"), Vendor shall immediately notify City in writing and shall fully cooperate with City at Vendor's expense to prevent or stop such Data Breach. In the event of such Data Breach, Vendor shall fully and immediately comply with applicable laws, and shall take the appropriate steps to remedy such Data Breach. Vendor will defend, indemnify and hold City, its Affiliates, and their respective officers, directors, employees and agents, harmless from and against any and all claims, suits, causes of action, liability, loss, costs and direct damages, including reasonable attorney fees, arising out of or relating to any third party claim arising from breach by Vendor of its obligations contained in this Section, except to the extent resulting from the acts or omissions of City. All Personal Data to which Vendor has access under the Agreement, as between Vendor and City, will remain the property of City. City hereby consents to the use, processing and/or disclosure of Personal Data only for the purposes described herein and to the extent such use or processing is necessary for Vendor to carry out its duties and responsibilities under the Agreement, any applicable Statement(s) of Work, or as required by law. Vendor will not transfer Personal Data to third parties other than through its underlying network provider to perform its obligations under the Agreement, unless authorized in writing by City. Vendor's obligation to defend, hold harmless and indemnify City shall remain in full effect if the Data Breach is the result of the actions of a third party. All Personal Data delivered to Vendor shall be stored in the United States or other jurisdictions approved by City in writing and shall not be transferred to any other countries or jurisdictions without the prior written consent of City. 11. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts, City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no force or effect. 12. Insurance. Vendor agrees that insurance coverage provided to City by Vendor is sufficient for purposes of the Agreement only. 13. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or become unavailable, City shall have the right to terminate the Agreement except for those portions of funds which have been appropriated prior to terminat on. 14. Public Information. City is a government entity under the laws of the State of Texas and all documents held or maintained by City are subject to disclosure under the Texas Public Information Act. To the extent the Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event there is a request for 9A$9P@PMR ggreement Page 4 of 9 Confidential or Proprietary, City shall promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure. A determination on whether such reasons are sufficient will not be decided by City, but by the Office of the Attorney General of the State of Texas or by a court of competent jurisdiction. 15. Agreement Controlling. If any provisions of the attached contract documents, conflict with the terms herein, are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the terms in this Agreement shall control. 16. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees who perform work under the Agreement, including completing the Employment Eligibility Verification Form (I-9). Upon request by City, Vendor shall provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under the Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that no services will be performed by any Vendor employee who is not legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES, SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right to immediately terminate the Agreement for violations of this provision by Vendor. 17. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than $100,000, this section does not apply. Vendor acknowledges that in accordance with Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those terms in Section 2271 of the Texas Government Code. By signing this Agreement, Vendor certifies that Vendor's signature provides written verification to City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Agreement. 18. Riaht to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under the Agreement, have access to and the right to examine any directly pertinent books, documents, papers and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall give Vendor reasonable advance notice of intended audits. 19. Prohibition on Bovcottina Enerav Companies. Vendor acknowledges that in accordance with Chapter 2276 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not boycott energy Cooperative Purchase Agreement Page 5 of 9 companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott energy company" and "company" have the meaning ascribed to those terms by Chapter 2276 of the Texas Government Code. To the extent that Chapter 2276 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy companies; and (2) will not boycott energy companies during the term of this Agreement. 20. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that except as otherwise provided by Chapter 2274 of the Texas Government Code, the City is prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees unless the contract contains a written verification from the company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code. To the extent that Chapter 2274 of the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate against a firearm entity or firearm trade association during the term of this Agreement. 21. Insurance. 1.1. The Vendor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1.1.1. Commercial General Liability: 1.1.1.1. Combined limit of not less than $2,000,000 per occurrence; $4,000,000 aggregate; or 1.1.1.2. Combined limit of not less than $1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. 1.1.1.3. Defense costs shall be outside the limits of liability. 1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance requirements per the amount required by statute. 1.1.3. Technology Liability (Errors & Omissions) 1.1.3.1. Combined limit of not less than $2,000,000 per occurrence; $4million aggregate or 1.1.3.2. Combined limit of not less than $1,000,000 per occurrence; Cooperative Purchase Agreement Page 6 of 9 $2,000,000 aggregate and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall contain a follow -form provision and shall include coverage for personal and advertising injury. The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. 1.1.3.3. Coverage shall include, but not be limited to, the following: 1.1.3.3.1. 1.1.3.3.2. 1.1.3.3.3. virus; 1.1.3.3.4. adjudication language; Failure to prevent unauthorized access; Unauthorized disclosure of information; Implantation of malicious code or computer Fraud, Dishonest or Intentional Acts with final 1.1.3.3.5. Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Vendor under this Agreement; 1.1.3.3.6. Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy, a separate policy specific to Technology E&O, or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements. Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage; and 1.1.3.3.7. Any other insurance as reasonably requested by City. 1.2. General Insurance Requirements: 1.2.1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. Cooperative Purchase Agreement Page 7 of 9 1.2.2. The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. 1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. 1.2.4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. 1.2.5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 1.2.6. Certificates of Insurance evidencing that the Vendor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. (signature page follows) Cooperative Purchase Agreement Page 8 of 9 FORT WORTH: City of Fort Worth By: J-- , William Johnson (O t16,202416:31CDT) Name: William Johnson Title: Assistant City Manager Date: Oct 16, 2024 Approval Recommended: G%is� Hsrd&r By: Christopher Harder (Oct 15, 202417:14 CDT) Name: Christopher Harder Title: Director, Water Department bag4UUnn poF°EOR. °Attest: AJA0 � 0po oo�-�ddPvo 8Z 0 d �Q* c oo° o *" i °o c By: u Name: Jannette Goodall Title: City Secretary VENDOR: Iron Bow Technologies, LLC By: Ann Nguyen (Oct 11, 202411:04 EDT) Name: Ann Nguyen Title: Contracts Manager Date: Oct 11, 2024 Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. Wllllayn Bailey By: William Bailey (Oct 11, 202410:21 CDT) Name: William Bailey Title: IT Manager, Water Department Approved as to Form and Legality: By. Name: Taylor Paris Title: Assistant City Attorney OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Cooperative Purchase Agreement Page 9 of 9 Exhibit A Vendor and 11:11 Systems Proposal/Quote Solicitation No. 401098 and 11:11 System's EULA's, as linked I R0N BOW - TECHNOLOGIES ij Fort Worth Water Department 11: 11 Systems Availability Solution — 36 Months CAGECODE 55RC1 DUNS NUMBER 82-771-4507 TAX IDENTIFICATION 26-1615129 This proposal includes data that shall not be disclosed outside the Customer and shall not be duplicated, used, or disclosed — in whole or in part — for any purpose other than to evaluate this proposal. If, however, a contract is awarded to this offeror as a result of — or in connection with — the submission of this data, the Customer shall have the right to duplicate, use, or disclose the data to the extent provided in the resulting contract. This restriction does not limit the Customer's right to use information contained in this data if it is obtained from another source without restriction. The data in this restriction is contained in the entirety of this proposal and all attachments. Iron Bow Technologies, LLC 2121 Cooperative Way Herndon, VA 20171 Iron Bow Points of Contact: Christian Meek, Account Executive Christian. Meek@ironbow.com Matt Gayle, Consulting Systems Engineer Matthew.Gayle@ironbow.com Submitted to: Fort Worth Water Department 200 Texas Street Fort Worth, TX 76102 Charmaine Baylor Charmaine. Baylor@fortworthtexas.org 11:11 Systems Availability Services — 36 MonthsQuote#401098 TABLE OF CONTENTS 1 INTRODUCTION...................................................................................................................1 1.1 Iron Bow Technologies, LLC..............................................................................................1 2 TECHNICAL APPROACH....................................................................................................2 2.1 Overview............................................................................................................................2 2.1.1 HotSite (3011743600).................................................................................................3 3 PRICING...............................................................................................................................6 3.1 Fixed Price Services Quote................................................................................................6 3.2 Fixed Price Services Billing Schedule................................................................................6 3.3 Services Pricing Terms......................................................................................................6 3.4 Product Pricing Terms........................................................................................................6 3.5 Invoice Payment Terms......................................................................................................6 3.6 Credit Card Terms/Authorization........................................................................................6 3.7 Travel and Expenses..........................................................................................................6 4 EULA Information................................................................................................................7 4.1 Links to `11:11 Systems' EULA's.......................................................................................7 5 STATEMENT OF WORK ACCEPTANCE.............................................................................8 Iron Bow Technologies, LLC Page ii 15 August 2024 "Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document" v2020-2 11:11 Systems Availability Services — 36 MonthsQuote#401098 1.1 Iron Bow Technologies, LLC Iron Bow has over 35 years of experience delivering professional services and technology solutions to both Federal Government and commercial clients. With annual revenues of over $1 billion, Iron Bow has garnered extensive expertise and capability in critical areas of IT lifecycle management and has developed mature technical practices to support design, implementation, and management efforts for network infrastructure, collaboration, data center architecture, continuity of operations, data management, client and mobile utilization and optimization, and cyber security. Iron Bow is a unique organization in the market possessing the aforementioned skill sets coupled with holding the highest level of corporate certifications with many Original Equipment Manufacturers (OEMs). Our performance has provided us with extensive knowledge of the overall technology environment as well as the issues encountered in daily operations. �Q�pttINING �'°l ` o Olf' CCILABORa! CUSTO,y��oOG� • kHl)4yLEpGa���� RFsPf c� . �Q nPANSPA�� "Customer first and mutual respect for all members of our community." Not just our motto, but words we live by in our daily interactions. This phrase encapsulates our approach with our customers, employees, OEM partners, and subcontractors. Our key focus is ensuring our customers meet their goals. To enable "Customer First," Iron Bow first and foremost invests in its employees. We understand maintaining a base of employees who enjoy their environment and are excited to come to work each day results in a satisfied customer with results exceeding expectations. Our investment begins with multiple channels of consistent and transparent communications and includes clearly defined missions and objectives, celebration, and reward of individual or team success, charitable events, social gatherings, employee wellness, and many other programs designed for employee fulfillment. As an organization, we promote team unity and invest in processes, events, and trainings to enable the cohesion of teams. Finally, all employees participate in an annual review process to include periodic meetings throughout the year in support of the development and achievement of personal and professional goals. This investment has resulted in Iron Bow's inclusion in the Washington Post "Top 150 Places to Work." The 150 organizations in this list scored the highest based on employee surveys on a host of factors, including the quality of leadership, pay and benefit practices, and work -life balance. Iron Bow was ranked #14 on the list of all mid -sized firms in the Washington, D.C. region regardless of industry type. Our greatest resource is our people. Their combined talents and dedication make Iron Bow one of the strongest, most versatile IT solutions providers in technical knowledge and innovation. The superior, specialized abilities of Iron Bow employees range from in-depth and customer -specific solutions development to advanced integration of complex, multi -discipline systems. Our employees work constantly to advance their skills through individual and manufacturer certifications in the latest developments in technologies. Iron Bow Technologies, LLC Page 1 15 August 2024 "Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document" v2020-2 11:11 Systems Availability Services — 36 MonthsQuote#401098 2.1 Overview Iron Bow, in partnership with 11:11 Systems Inc, hereinafter the Iron Bow Team, is pleased to submit this technical and cost proposal for the term of 36 months: FT Worth Water's availability services offered by 11:11 Systems. The information contained herein is guided by the existing services agreement. This schedule, with an effective date change of October 1, 2024, supersedes and replaces Schedule number 3011743600 v.1.0 having a commencement date of October 1, 2023. This Schedule has an Agreed Term of 36 months and ends September 30th 2027. In the event of a disaster, planned disaster fees as, declaration and daily usage fees will apply. COVERED LOCATIONS (Primary) c/o City of Fort Worth Water Department 100 Fort Worth Trail, Fort Worth, Texas 76102, United States Covered Locations are your specified addresses which are covered by our Services in the event of a Disaster or Test. Delivery/Hotsite Location: Scottsdale, AZ — (7499 E. Paradise Lane, 85260) (US) Other fees may be applicable to the Services on your Order, including declaration, overage and usage. If applicable, these fees are shown on the pricing quote. Iron Bow Technologies, LLC Page 2 15 August 2024 "Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document" v2020-2 11:11 Systems Availability Services — 36 MonthsQuote#401098 2.1.1 HotSite (3011743600 Service Reference Prev. Qty I New Qty I Frequency (Bill) Type NETWORK SERVICES: IP Bandwidth Web ReDirect Network 1 1 Monthly (Advance) • On -Demand Internet (Mbps) 2 2 INFRASTRUCTURE RECOVERY SERVICES: Mobile.1..PC Desktops and 1 1 Monthly (Advance) Industry Standard Server (x86-64) Servers • Alternate Recovery Facility 1 1 • x86-64 Server Instance PC Server Instance Model [1] 4 4 • x86-64 Industry Standard Server [Intel-10] • GB Memory • GB Internal Disk • Ethernet 10/100/1000 Mbps Port • Ethernet 10 Gbps Port • DVD-ROM Drive • RAID Controller • Fiber Channel Port • Intel 12-core Xeon Scalable (1st/2nd Gen- eration) Processor • Mobile Data Center • Primary Recovery Facility • Customer Facility • Included Test Shifts INFRASTRUCTURE RECOVERY SERVICES: IBM iSeries Recovery Alternate Recovery Facility IBM iSeries - Partition • 4.02 GHz Power8 CPU • LPAR • GB Memory • GB Internal Disk -RAID Protected • Ethernet 1 Gbps Port Fusion (1); DMS (1); Analyt- icsNow/LPA (1); HTML5 (1) PC Server Instance Model [1] PC Server Instance Model [1] PC Server Instance Model [1] PC Server Instance Model [1] PC Server Instance Model [1] PC Server Instance Model [1] PC Server Instance Model [1] PC Server Instance Model [1] PC Server Instance Model [1] Mobile.2.Hotsite.IBM iSeries IBM iSeries Partition Model [1] 1 1 384 384 1200 1200 4 4 4 4 1 1 1 1 2 2 1 1 1 1 1 1 1 1 3 3 1 1 Monthly (Advance) 1 1 1 1 2 2 0 1 64 64 4032 4032 2 2 Iron Bow Technologies, LLC Page 3 15 August 2024 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document' v2020-2 • Fiber Channel Disk Controller • DVD-ROM Drive • External Tape Library - Open System • IBM 3584 Tape Library (for Open Sys- tems) • LTO-7 Ultrium Tape Drive • Cartridge Slots • IBM iSeries Power8 i870 • Mobile Data Center • Primary Recovery Facility • i/OS Power8 • Customer Facility • Included Test Shifts INFRASTRUCTURE RECOVERY SERVICES: Custom - Firewall • FortiGate 101 F Firewall • Infrastructure Recovery Services Custom INFRASTRUCTURE RECOVERY SERVICES: Network Equipment - Router • Cisco 3945E Router INFRASTRUCTURE RECOVERY SERVICES: Network Equipment - Switches • Cisco Catalyst 3xxx 10/100/1000 Ethernet Port 10/100/1000Base-TX Switched Ethernet Port 11:11 Systems Availability Services — 36 MonthsQuote#401098 Library Model [11 Firewall NETEQUIP ROUTER MODEL [11 SERVER -NETWORK EQUIPMENT-1 1 1 1 1 1 1 1 1 4 4 50 50 1 1 1 0 1 1 1 0 1 0 4 3 1 1 1 0 1 1 Monthly (Advance) Monthly (Advance) Monthly (Advance) Iron Bow Technologies, LLC Page 4 15 August 2024 "Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document" v2020-2 11:11 Systems Availability Services — 36 MonthsQuote#401098 Service Reference Charge Type Committed Rate Network Services: IP Bandwidth Web ReDirect Network -On-demand Internet (Mbps) Overage $1.50 -On-demand Internet —Declaration Fee Declaration Fee $1,000 -On-demand Internet — Daily Usage Fee Daily Usage $100 INFRASTRUCTURE RECOVERY SER- Mobile.1..PC Desktops and Serv- VICES: Industry Standard Server (x86-64) ers -Industry Standard Server (x86-64) — Daily Daily Usage $1,250 Usage Fee -IBM iSeries Recovery — Declaration Fee Declaration Fee $10,000 IBM iSeries Recovery — Daily Usage Fee Daily Usage $2,500 Iron Bow Technologies, LLC Page 5 15 August 2024 "Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document" v2020-2 11:11 Systems Availability Services — 36 MonthsQuote#401098 This proposal, in its entirety and in all respects, supersedes any prior proposals or quotations issued, electronically, verbally, or in writing. This proposal is valid for a period of 30 days from the date of submission. 3.1 Fixed Price Services Quote Iron Bow is pleased to offer the services described in the above SOW on a Firm Fixed Price (FFP) basis. Please refer to our associated price quote for detailed pricing. 3.2 Fixed Price Services Billing Schedule Services will be invoiced upon completion if less than 30 days. Otherwise, services will be invoiced monthly, based on the services milestones provided in the associated price quote. 3.3 Services Pricing Terms Iron Bow is pleased to offer the services described in the above SOW and the pricing is subject to the terms and conditions noted within. Services pricing is subject to change in the event of a deviation from these terms and conditions. 3.4 Product Pricing Terms All product items, related or unrelated to this SOW, will be invoiced Net 30 days, FOB destination, and shipping charges will be prepaid and added to the invoice. Payment of product invoice is not contingent on services work performance or services project schedule. In the event of delayed or staggered delivery, customers contracting Iron Bow for staging and integration, or products sent to our warehouse, will be invoiced both inbound freight charges to Iron Bow from product distributors as well as for each secondary shipment from Iron Bow warehouse to final Customer destination. 3.5 Invoice Payment Terms All Iron Bow invoices are subject to Net 30 payment terms unless otherwise governed by the procurement contract. 3.6 Credit Card Terms/Authorization Customer agrees that signature of this document, issuance of a credit card order or authorizing a credit card to be charged (including verbal authorization), or incorporated reference via purchase order in response to this SOW, is binding and constitutes acceptance of the terms and conditions as specified in this document. 3.7 Travel and Expenses Iron Bow will bill for project associated/approved travel. Travel is estimated based on the level of effort and anticipated travel required per services described within this document. All travel will be invoiced based on actual expenses incurred plus handling. Iron Bow Technologies, LLC Page 6 15 August 2024 "Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document" v2020-2 11:11 Systems Availability Services — 36 MonthsQuote#401098 4.1 4.1 Links to `11:11 Systems' EULA's • Global Terms: httDs://llllsystems.com/leaal/1111-msa-alobal-terms-vl/ • Service Schedule: httDs://1111systems.com/leaal/service-schedule/ • Service Level Agreement and Service Level Objective: htti)s://111 lsystems.com/lecial/sla • Acceptable Use Policy: https://1111 systems.com/legal/acceptable-use-i)olicv Iron Bow Technologies, LLC Page 7 15 August 2024 "Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document" v2020-2 11:11 Systems Availability Services — 36 MonthsQuote#401098 The undersigned parties each understand and accept the terms and conditions set forth within this Statement of Work (SOW), and by signing this acceptance document they agree that this SOW accurately reflects the services that Iron Bow will provide to the Customer. William Johnson Ann Nguyen Customer Name Iron Bow Representative Assistant City Manager Contracts Manager Title Title Oct 16, 2024 Oct 11, 2024 Date Date William Johnson (Olt 16, 202416:31 CDT) Ann Nguyen (Oct 11, 202411:04 EDT) Customer Signature Iron Bow Signature Iron Bow Technologies, LLC Page 8 15 August 2024 "Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document" v2020-2 I RON)BOW- Account Manager: Iron Bow Technologies 2121 Cooperative Way, Suite 500 Herndon, VA 20171 Comment: Please see the attached Statement of Work (Fort Worth Water Department, 11:11 Systems Renewal — 36 Months, v1, 8.21.24), which is incorporated herein by this reference, for detailed information. # I CLIN / Price List Mfr Part # / Manufacturer / Description Qty I Unit Price Extended Price OMNIA R210404 Technology Mfr Part # : FFP-SUB gies 12 $5,709.00 $68,508.00 Firm Fixed Price Subcontractor 11 11 Year 1 2 OMNIA R210404 Technology Mfr Part # : FFP-SUB Iron Bow Technologies 12 $5,994.00 $71,928.00 Firm Fixed Price Subcontractor 11 11 Year 2 OMNIA R210404 Technology Mfr Part # : FFP-SUB gies 12 $6,294.00 $75,528.00 Firm Fixed Price Subcontractor 11 11 Year 3 4 OMNIA R210404 Technology Mfr Part # : PJM1 Iron Bow Technolog ies 36 $110.00 $3,960.00 Project Leader Level 1 Iron Bow PM Subtotal: $219,924.00 Tax: $0.00 (Applicable Sales Tax will be added to invoice, and Purchaser will be responsible for such tax, unless a valid exemption or resale certificate is on file and current.) Total: $219,924.00 Terms/Quote Details: Remit To: CONTRACT: OMNIA R210404 - Technology Tax ID: 26-1615129 For EFT: For Checks: Solutions Unique Entity ID: Q2M4FYALZJ89 Iron Bow Technologies, LLC Iron Bow Technologies, LLC Texas Region 4 ESC DUNS+4: 82-7714507-0000 c/o PNC Bank, N.A. PO Box 826474 EXPIRES: 31-MAY-2025 Cage Code: 55RC1 ABA: 031207607 Philadelphia, PA 19182-6474 TERMS: NET 430, FOB Destination Account: 8026304877 EFT/Check info reflects Iron Bow's change to PNC Bank. Email arproduct@ironbow.com if additional info is needed. Our prior bank account will remain open during the transition. The sale of any item and/or services quoted herein is governed by the Iron Bow terms and conditions available at httos://ironbow.com/terms-and-conditions The foregoing terms and conditions of sale are fully incorporated by this reference as a material part of this quote. Customer agrees to fully incorporate this quote and quote number by reference as part of Customer's purchase order to Iron Bow. * Items quoted herein requiring international shipment or shipment to a foreign entity within the U.S. may be export controlled. Buyer agrees to incorporate this quote number into any order. Iron Bow is not the responsible party for exporting items and will not be the U.S. Principal Party in Interest in any order resulting from this quote. * All returns of both commercial and customized products or product configuration are subject to the supplier and/or original equipment manufacturers Return Materials Authorization (RMA) policy. * Except as otherwise agreed to by the applicable Original Equipment Manufacturer ("OEM") or supplier in relation to this Quote, Iron Bow does not accept order cancellations, in whole or in part, unless such cancellation is in accordance with the applicable OEM's or supplier's cancellation policies and procedures. Customer may be required to provide written justification and/or contact the OEM or supplier directly for any cancellations. ** PROPRIETARY & CONFIDENTIAL ** This document and any referenced links or supplemental documentation is confidential and/or proprietary and intended solely for the named entity within this quote. Unauthorized use, copying, distribution, or disclosure is prohibited. If you received this document in error, please notify the referenced Iron Bow personnel via phone or email. GLOBAL ORDER TERMS These GLOBAL ORDER TERMS ("Terms") (collectively with the Order(s) (defined below), "Agreement") is between the customer identified in the Order(s) (the "Customer") and the applicable Contracting Party (defined in Section 1.4) to the Agreement ("Provider") (each a "Party" and collectively the "Parties"). ARTICLE 1 DEFINITIONS In this Agreement: • Section 1.1 "Affiliate" means any Person controlling, controlled by, or under common control with a Party. The term "control" as used in the preceding sentence means, with respect to a company, the right to exercise, directly or indirectly, more than fifty percent of the voting rights attributable to the shares of the controlled company, and with respect to any Person other than a company, the possession, directly or indirectly, of the power to direct or cause the direction of such Person's management or policies. • Section 1.2 "Business Hours" means 9:00 AM to 5:00 PM local time (a) of the receiving Party in regard to receipt of notices and (b) in the location of Provider's data center relating to the Order each weekday other than holidays. • Section 1.3 "Claim" means any claim, action, proceeding, or suit. Section 1.4 "Contracting Party" means 11:11 Systems, Inc. or its Affiliate, whichever is identified in the Order as the entity providing the Services. • Section 1.5 "Customer Content" means all software, data (including Personal Information), text, images, audio, video, photographs, non -Provider or Third Party applications, and other content and material in any format, provided by Customer or any of Customer's users that is Processed by the Services. • Section 1.6 "Customer Hub" means Provider's portal where Customer can manage the various aspects of its relationship with Provider. This portal is currently accessible at httos://success.1111 systems.com/home. • Section 1.7 "Data Protection Agreement" means Provider's forms of Business Associate Agreement, Information Security Work Order, Data Protection Act Order, Data Processing Agreement, or similar written agreement between Provider and Customer governing the storage, processing, and use of Personal Information. • Section 1.8 "Data Protection Laws" means the data privacy or data protection laws and regulations (in each case as amended from time to time) applicable to Provider as a service provider. • Section 1.9 "Discloser"" means a Party that supplies or has supplied Confidential Information (defined in Section 12.1) to another Party. • Section 1.10 "Equipment" means any physical computer, network or communications devices, hardware, and embedded proprietary software provided by Provider to Customer, as set out in an Order. • Section 1.11 "Order" means the written order, statement of work or other written document that has been prepared by Provider that references these Terms and has been: (a) executed and delivered by Customer and (b) accepted by Provider either by sending an acknowledgement or by commencing provisioning or performance of the Services set forth in the written order. The failure of Provider to respond to a work order, purchase order, or other request for work by Customer under these Terms will not create a binding Order. • Section 1.12 "Order Effective Date" means the earlier of (a) the date on which Provider first provisions or commences performance of the Services set forth in an Order, whichever is earlier, or (b) if the Services are unable to be provisioned or commenced due to the delay of Customer, the Order Effective Date will be thirty (30) days following the date the Order was executed by Customer. • Section 1.13 "Person" means an individual, partnership, joint venture, company, limited liability company, incorporated or unincorporated organization, or other entity of any kind. • Section 1.14 "Personal Information" has the same meaning as the term "personal data;' "personally identifiable information (PII);" or the equivalent term under any applicable Data Protection Law. • Section 1.15 "Processed" means, with respect to data, the use, collection, processing, storage, alteration, transfer, or dissemination of such data. • Section 1.16 "Professional Services" means any consulting, training, implementation, or technical services provided by Provider to Customer, as set out in an Order. • Section 1.17 "Recipient" means a Party that receives Confidential Information from the Discloser. • Section 1.18 "Services" means the Services specified in the Order, including any Professional Services (as applicable). • Section 1.19 "Third Party" or "Third Parties" means any Person other than a Party or an Affiliate of a Party. • Section 1.20 "Third -Party Content" means any software, data, text, images, audio, video, photographs, and other content and material, in any format, that are obtained or derived from a Third Party that Customer may access through, within, or in conjunction with Customer's use of, the Services. ARTICLE 2 ORDER • Section 2.1 Conflict between Order and Terms. If a conflict exists between the Order and these Terms, then these Terms control to the extent of the conflict unless the Order specifically references the part of these Terms that it supersedes, and the Order is signed by both Parties. ARTICLE 3 SERVICES • Section 3.1 Services. Subject to Customer's continuing compliance with its obligations set forth in the Agreement, and while the Order under these Terms remains in effect, Provider will provide Customer with (a) access to the Services and (b) access to the Customer Hub to manage Customer's use of the Services. The Agreement is not a lease or sale of any property or a transaction for the sale of goods or property in which Customer acquires any property interest. Section 3.2 Service -Specific Provisions. The then -current applicable terms set forth at htt.os://l 111 systems.com/legal/service-schedule/ (each as may be updated from time to time at Provider's sole discretion) (individually and collectively "Schedule(s)") are hereby incorporated into each Order. • Section 3.3 Acceptable Use Policy. Customer will at all times comply with Provider's then - current Acceptable Use Policy accessible at https://l 111 systems.com/legal/acceotable- use-oolicv (as amended in Provider's sole discretion and notified to Customer from time to time) (individually and collectively "AUP(s)"). Customer will promptly investigate any complaints (including Third Party complaints) and take all necessary actions to remedy any actual violations of any AUP. Customer will, upon Provider's request, promptly identify a representative for the purposes of receiving such communications from any complainants. Section 3.4 Service Level Agreements. The terms set forth in the applicable then -current Service Level Agreements (or "SLA(s)") accessible at https://l 111 systems.com/legal/sla which may be updated from time to time at Provider's sole discretion) are hereby deemed to be incorporated into the Order pursuant to the terms of such SLA. The applicable SLA sets forth Customer's sole and exclusive remedy and Provider's sole and exclusive obligations for any downtime or unavailability of the applicable Service. • Section 3.5 Updates to Schedules, AUP(s), and SLA(s). Provider will provide notice to Customer whenever the terms of an applicable Schedule, AUP, or SLA are updated, and such updated Schedule, AUP, or SLA will become binding on Customer and Provider on the thirtieth (30th) day following the date on which such notice is provided to Customer or such later time as specified by Provider. • Section 3.6 Updates to Terms. Provider may modify these Terms by providing notice to Customer, and such modified Terms will become effective thereafter upon the commencement of the next Renewal Term or such later time as specified by Provider. • Section 3.7 Professional Services. o 3.7.1 License to Deliverables. Without limiting or modifying any license or other access and use permissions granted to Customer for other Services, Provider grants Customer a non-exclusive, non-sublicensable, and non -transferable license to use the materials developed and provided to Customer by Provider in performing the Professional Services ("Deliverables") solely in connection with use of the Services for Customer's direct beneficial business purposes during the Order Term. Provider retains all rights, title, and interest (including intellectual property rights) in and to the Deliverables. If Customer participates in the creation or modification of any Services or Deliverables, Customer hereby irrevocably assigns to Provider all rights, title, and interest (including intellectual property rights) in the Services or Deliverables. o 3.7.2 Warranty. Provider warrants the Professional Services will be performed in a professional and workmanlike manner. Customer must notify Provider in writing of any breach of this warranty within thirty (30) days of performance of such Professional Services. To the extent permitted by law, Customer's sole and exclusive remedy for breach of this warranty and Provider's sole liability under or in connection with this warranty will be re -performance of the relevant Professional Services. o 3.7.3 Employment Taxes. Provider is responsible for all taxes and any employment obligations arising from its employment of personnel and Third Party providers to perform the Professional Services. • Section 3.8 Supply of Equipment. 0 3.8.1 To provide certain Services, certain Equipment may be installed at Customer's premises as set forth in the applicable Order. Customer acknowledges and agrees that all such Equipment is the personal property of Provider and its licensors and not Customer's property or a part of Customer's premises. Customer will take all reasonable action to protect the Equipment from theft, damage, or destruction. 0 3.8.2 Customer will not place, nor allow any lien or other encumbrance to be placed on, such Equipment. Customer hereby authorizes Provider to file any and all appropriate documentation, with no prior requirement to obtain Customer's signature, to acknowledge and secure Provider's ownership of the Equipment. o 3.8.3 Customer will not remove nor relocate the Equipment. Provider, or its authorized Third Parties, may during normal business hours and upon reasonable notice, enter upon Customer's premises and remove the Equipment. • Section 3.9 Installation Requirements. o 3.9.1 Customer will obtain and maintain throughout the term of the Agreement, such permits and consents (including without limitation landlord and landowner consents) as are necessary to timely permit, and will timely permit, the applicable Provider and its personnel to install, deliver, operate, and maintain the Services and any Equipment, as applicable, at Customer's facilities. Customer will permit the applicable Provider reasonable access to the Customer facilities at any time as needed to install, configure, upgrade, maintain, or remove the Equipment and other Service components collocated at Customer's facilities, subject to the terms of the Order and applicable Schedule. Customer will make and maintain throughout the term of the Agreement all reasonable site preparations necessary to permit the installation, maintenance, and operation of the Services and any Equipment, including providing the applicable Provider with space and clean power as is reasonably necessary for the installation and operation of such Equipment at the Customer installation locations identified in an Order. Customer will not charge Provider, and will ensure that Provider does not incur, any fees or expenses in connection with Customer's provision of space, power or access as described in these Terms, an Order or Schedule, or otherwise in connection with Customer's performance of its obligations pursuant to this Section 3.9.1. o 3.9.2 If a Provider is unable to install the Services or Equipment in accordance with the schedule agreed upon between Customer and the applicable Provider as a result of (a) Customer's failure to deliver any required materials, support, or information to such Provider; or (b) a Provider not being able to obtain access to the installation location, or to other equipment or software at the installation location, as necessary for installation of the Service or Equipment, the Provider will not be liable for any delayed installation and Customer will pay such Provider the standard installation fee identified on the applicable Order for any installation trip made by such Provider and any additional installation fee for each subsequent trip necessitated to perform the Service and Equipment installation. Customer will perform interconnection of the Services and the Equipment with Customer's equipment, unless otherwise set forth in the applicable Order or agreed in writing between the Parties. ARTICLE 4 COMPENSATION AND INVOICING • Section 4.1 Fees; Invoicing. Unless otherwise provided in an Order, (a) commencing on the Order Effective Date, Provider will issue invoices to Customer on a monthly basis for the costs, fees, expenses, and other charges specified in the Order, or if such items are not specified in an Order, the amounts set forth in Provider's then -current price list (collectively, "Fees"); (b) Provider will issue invoices for the Services in advance, except charges that are dependent on the usage of a Service will be invoiced in arrears; (c) following the Initial Order Term, the Fees for the Services will automatically change to be the pricing set forth in Provider's then -current price list (as such may change from time to time). In addition, on each anniversary of the Order Effective Date, Provider may increase the monthly recurring Fees chargeable under the Order by up to five percent (5%). • Section 4.2 Payment.Unless otherwise provided in an Order, Customer will pay all applicable Fees within thirty (30) days of the date of each issued invoice in the local currency for the jurisdiction in which Provider is located. Payment obligations are non - cancelable, and Fees paid to Provider are non-refundable unless otherwise provided in the Agreement. Customer will pay any relevant setup fees concurrently with the submission of the Order. If Customer makes any payment via credit card, Customer will pay all applicable credit card processing fees incurred by Provider. • Section 4.3 Late Payment Interest. Any amount due under the Agreement that remains unpaid after its due date will bear interest from the date that such payment became delinquent until the date such amount is paid in full at the lower of one and one-half percent (1.5%) (compounded daily) or the maximum rate permitted by law, calculated from the date such amount was due until the date that payment is received. Customer will pay Provider such interest and all costs and expenses of collection (including attorneys' fees) incurred by Provider for collecting any such past due amounts and Provider's costs of disconnecting and reconnecting Customer's Services. Provider may suspend access to the Services as set forth in Section 5.7, and the Fees will continue to accrue during any such suspension. • Section 4.4 Good Faith Disputes. If Customer, in good faith, disputes any invoice, in whole or in part, Customer will notify Provider of the dispute, including sufficient detail of the nature of the claim, the amount, the relevant invoices, and information allowing Provider to identify the affected Services, within the time required for payment of the relevant invoice. Payment of the disputed amount may be withheld until settlement of the dispute, but Customer will continue to pay all undisputed Fees in accordance with Section 4.2. Customer waives the right to dispute any charges not disputed within the time required for payment of the disputed invoice. Upon resolution of a dispute, Customer will promptly pay Provider such amounts as are due and payable. If a dispute is resolved against Customer, Customer will additionally pay Provider the other fees specified in Section 4.3. • Section 4.5 Taxes and Fees. All charges for Service are exclusive of Taxes (as defined below). Customer is responsible for all Taxes and Third Party fees that arise in any jurisdiction, including, without limitation, value-added, consumption, sales, use, gross receipts, excise, access, bypass, franchise or other taxes, fees, duties, charges or surcharges, however designated, imposed on, incident to, or based upon the provision, sale, or use of the Service by Customer (collectively "Taxes"). If Customer is entitled to an exemption from any Taxes for a particular Service, Customer may present Provider with a valid exemption certificate (in a form reasonably acceptable to Provider), and Provider will give effect to any such exemption certificate from and after Provider's receipt of such exemption certificate. • Section 4.6 Billing Credits. If Provider does not meet its obligations under any applicable SLA during a particular calendar month during the Order Term, Provider will, at Customer's written request, provide the applicable service credit ("Credit") set out in such SLA. • Section 4.7 Audit. Provider may monitor, either physically or electronically (including remotely), Customer's use of the Services for purposes of verifying Customer's compliance with the Agreement and maintaining and improving Provider's provision of Services, including without limitation for purposes of troubleshooting, maintenance, data management, information security, capacity planning, and service improvement. At Provider's request, Customer will promptly provide Provider with written descriptions and other information as Provider may request concerning Customer's use of any Services. Customer will, upon reasonable prior written notice from Provider (provided that in any event notice of five (5) days or longer will be considered reasonable), permit Provider to have access to the location where the Services are provided for the purpose of ascertaining the use made of the Services. Any on -site auditing or access by Provider pursuant to this Section 4.7 is subject to Customer's reasonable and standard security procedures provided in writing to Provider; provided, however, that such procedures will not frustrate the purpose of (or the ability to conduct) the audit. Provider will not conduct more than one (1) on -site audit in a calendar year unless Provider suspects, in its good faith judgment, that Customer has breached the Agreement, in which event Provider may conduct additional on -site audits. Upon Provider's request, Customer will make appropriate management employee(s) reasonably available to assist with the auditing and/or monitoring permitted herein. In addition, from time to time, upon Provider's request, Customer will promptly demonstrate to Provider's reasonable satisfaction that Customer is in full compliance with the Agreement. If Customer is in breach of the Agreement or is using the Services in a manner not permitted by the Agreement, (a) Customer will be liable to pay any applicable additional charges, such charges or Fees to be calculated from the day of the actual installation of the initial Services, and (b) without limiting any other remedy available to Provider, Provider will have the right to terminate the Agreement, the Order or any portion of the Services provided hereunder. ARTICLE 5 TERM, TERMINATION, SUSPENSION, AND SURVIVAL Section 5.1 Term. These Terms become effective upon the delivery to Provider of an Order executed by Customer and accepted by Provider (the "Effective Date") and, unless terminated earlier as provided in the Agreement, automatically terminates or expires upon the termination or expiration of the Order. Section 5.2 Term of Order. The Order commences on the Order Effective Date and continues for the initial period specified in such Order (such Order's "Initial Order Term"). Unless otherwise specified in an Order, the Order automatically renews for successive one-year terms (each, a "Renewal Order Term") (the Initial Order Term and any Renewal Order Term, collectively the "Order Term"), unless (a) either Party provides the other with written notice of non -renewal at least thirty (30) days prior to any such renewal, in which event the Order will terminate on the final date of the Initial Order Term or the Renewal Order Term, as applicable, or (b) such Order or the Agreement is otherwise terminated in accordance with the Agreement or the relevant Schedule.tapari • Section 5.3 Termination for Convenience. Any Party may terminate the Agreement by delivering written notice ("Termination Notice") to the other Parties specifying the date on which the Agreement will terminate, which date must be at least thirty (30) days after the date on which such notice is delivered to the other Parties. • Section 5.4 Termination for Cause. Any Party may terminate the Agreement if the other Party materially breaches the Agreement or Order, and such breach is not cured within thirty (30) days after the non -breaching Party has provided the breaching Party written notice thereof. Provider may immediately terminate the Agreement if Customer fails to pay any Fees when due to Provider and Customer does not cure such non-payment within ten (10) business days after Provider has provided Customer with notice of such failure to pay. Section 5.5 Additional Rights to Terminate. The Order may be terminated under the Agreement: 0 5.5.1 as set forth in Section 5.8; 0 5.5.2 by Provider by notice to Customer if Provider's rights to use the data center specified in such Order for the purposes contemplated by the Order terminate or expire for any reason; o 5.5.3 by Provider immediately if a Customer or its Affiliates or any of their agents, invitees, or employees enter Provider's data center with any firearms, illegal drugs, alcohol, or are engaging in any criminal activity, eavesdropping, or foreign intelligence activities; 0 5.5.4 by Customer as set forth in Section 6.4; or 0 5.5.5 under such other terms and conditions as may be set out in such Order. • Section 5.6 Consequences of Termination. o 5.6.1 If Customer terminates the Agreement pursuant to Section 5.3 or Provider terminates the Agreement pursuant to Section 5.4, or Section 5.5.3, Customer will pay to Provider concurrently with such termination a termination fee equal to the aggregate Total Monthly Recurring Charges (as defined in the Order) that would have been payable through the end of the then -current Initial Order Term or Renewal Order Term, as applicable, if such Order had not been terminated (collectively, the "Early Termination Fee"). Customer acknowledges that Provider's actual damages resulting from such termination are difficult to ascertain. The Early Termination Fee is intended to be a reasonable estimate of such damages and constitutes liquidated damages, and not penalties, in lieu of Provider's actual damages resulting from the early termination of the Agreement. 0 5.6.2 If Customer terminates the Agreement in accordance with Section 5.4, Provider will promptly refund Customer any prepaid and unused Fees. o 5.6.3 Upon the termination or expiration the Agreement for any reason: (a) Provider will promptly (and in any event within ninety (90) days following the termination) destroy any and all Customer Content stored on Cloud Resources (as defined in any applicable Order), in accordance with the NIST 800-88 data destruction standards; (b) Customer is responsible for migrating any Customer Content residing on such Cloud Resources prior to the termination of such Order at Customer's expense; (c) Customer is responsible for migrating and permanently deleting any Customer Content residing on any Equipment prior to returning the Equipment to the applicable Provider as set forth in the applicable Schedule at Customer's expense unless otherwise agreed between the Customer and the applicable Provider in a separate Order for data migration services; (d) Customer will immediately uninstall and discontinue all use of any software subject to a software license that is provided to Customer pursuant to such Order; and (e) Customer will pay Provider: (i) all Fees for Services rendered prior to termination, (ii) other reasonable and necessary amounts directly associated with the termination of the Services, including but not limited to Provider's out-of-pocket costs associated with the cancellation or termination of any contracts with Third Parties, and (iii) any other amounts required to be paid pursuant to such Order in connection with termination of such Order. o 5.6.4 Upon termination or expiration of the Agreement other than the termination of the Agreement by Provider for cause, Customer may request and prepay (at Provider's then -current rates) for a period of time approved by Provider during which such time Provider will not destroy Customer Content ("Prepaid Period"). In such an event, Customer may also request that Provider assists with the migration with Customer Content from the Cloud Resources (as defined in any applicable Order) and/or any Equipment either prior to the termination or expiration of the Agreement or during the Prepaid Period. If Provider agrees to provide such assistance, Customer will prepay for any such assistance (which will be provided at Provider's then -current rates). • Section 5.7 Suspension of Services for Non -Payment. Provider may temporarily suspend providing Services upon five (5) days prior notice to Customer if Customer fails to pay any Fees when due (unless such amount is actively subject to the dispute process under Section 4.4 of these Terms), provided that, upon paying the amounts then due and payable under the Agreement, including any such amounts applicable to the suspension period, Provider will promptly resume providing Services under such Order. • Section 5.8 Enjoinment. If the Services are enjoined or are likely to be enjoined, then Provider may, at its sole option and expense, either: (a) obtain the right for Customer to continue using Services; (b) replace or modify Services so that they are non -infringing and substantially equivalent in function to the enjoined the Services; or (c) if options (a) and (b) above cannot be accomplished despite Provider's commercially reasonable efforts, then Provider may terminate Customer's rights with respect to the relevant Services and refund to Customer the unearned portion of any prepaid Fees for such Services. Section 5.9 Survival. The following provisions of these Terms will survive the expiration or termination of the Agreement: Section 3.8.3 (to remove any Equipment Customer does not return upon expiration or termination), Section 4.1 (with respect to any amount accruing prior to or as a result of expiration or termination), Section 4.2, Section 4.3, Section 4.4, Section 4.5, Section 5.6, Section 5.9, Section 6.3, Section 6.4, ARTICLE 7, Section 8.2, Section 8.3, ARTICLE 9, ARTICLE 11, ARTICLE 12, and ARTICLE 13. ARTICLE 6 WARRANTIES, DISCLAIMERS AND EXCLUSIVE REMEDIES • Section 6.1 Binding Authority. Each Party represents that it has validly entered into the Agreement and that it has the power and authority to do so. Each Party represents that the individual signing the Order(s) on behalf of that Party has full right and authority to execute the Order(s) on behalf of that Party and to bind such Party to the Agreement. • Section 6.2 Services Warranty. Provider warrants that during the applicable Order Term, it will perform the Services using commercially reasonable care and skill in all material respects to perform the Services. If the Services were not performed as warranted, Customer must promptly provide Provider with written notice that describes the deficiency in the Services. The warranty in this Section 6.2 does not apply to any Services that are Professional Services; the warranty in Section 3.7.2 applies to Professional Services. • Section 6.3 Disclaimer. EXCEPT AS EXPRESSLY PROVIDED IN THIS ARTICLE 6 AND SECTION 3.7.2, AND TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, PROVIDER MAKES NO (AND HEREBY DISCLAIMS ALL) WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF NON -INFRINGEMENT, TITLE, MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE. NO PROVIDER WARRANTS THAT THE SERVICES WILL BE PERFORMED, OR THAT EQUIPMENT WILL PERFORM, ERROR - FREE OR UNINTERRUPTED, THAT PROVIDER WILL CORRECT ALL SERVICE OR EQUIPMENT ERRORS, OR THAT THE SERVICES OR EQUIPMENT WILL MEET CUSTOMER'S REQUIREMENTS OR EXPECTATIONS. PROVIDER IS NOT RESPONSIBLE FOR ANY ISSUES RELATED TO THE PERFORMANCE, OPERATION, OR SECURITY OF THE SERVICES OR EQUIPMENT THAT ARISE FROM CUSTOMER CONTENT OR THIRD -PARTY CONTENT OR SERVICES PROVIDED BY THIRD PARTIES OR ANY CUSTOMER -PROVIDED HARDWARE, DEVICES OR ITEMS. • Section 6.4 Exclusive Remedies. FOR ANY BREACH OF THE SERVICES WARRANTY IN SECTION 6.2, CUSTOMER'S EXCLUSIVE REMEDYAND PROVIDER'S ENTIRE LIABILITY WILL BE THE CORRECTION OF THE DEFICIENT SERVICES, OR DEFICIENT EQUIPMENT (AS APPLICABLE), THAT CAUSED THE BREACH OF WARRANTY, OR, IF PROVIDER CANNOT SUBSTANTIALLY CORRECT THE DEFICIENCY IN A COMMERCIALLY REASONABLE MANNER, CUSTOMER MAY TERMINATE THE DEFICIENT SERVICES, AND PROVIDER WILL REFUND ANY OF THE FEES FOR THE TERMINATED SERVICES THAT CUSTOMER PRE -PAID FOR THE PERIOD FOLLOWING THE EFFECTIVE DATE OF TERMINATION. ARTICLE 7 LIMITATIONS ON LIABILITY • Section 7.1 Limitation of Liability. EXCEPT AS SET FORTH IN Section 7.2, TO THE GREATEST EXTENT PERMITTED BY APPLICABLE LAW, EVEN IF SUCH DAMAGES COULD HAVE BEEN FORESEEN OR IF A PARTY HAS BEEN APPRISED OF THE POSSIBILITY OF SUCH DAMAGES, AND REGARDLESS OF WHETHER SUCH DAMAGES ARE ARISING IN CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY, BREACH OF ANY STATUTORY DUTY OR OTHERWISE: (A) NEITHER PARTY WILL BE LIABLE FOR DAMAGES FOR ANY SPECIAL, INCIDENTAL, INDIRECT, PUNITIVE OR CONSEQUENTIAL DAMAGES SUFFERED BY CUSTOMER OR OTHERS (INCLUDING ANY LOST PROFITS, LOST REVENUE OR LOSS OF GOODWILL, OR COSTS OR DAMAGES ARISING FROM THE LOSS OF INFORMATION, DATA OR SOFTWARE OR THE COSTS OF RELOADING, REPLACING, OR RECREATING ANY OF ANY LOST OR DAMAGED INFORMATION, DATA, OR SOFTWARE); AND (B) IN NO EVENT WILL THE AGGREGATE LIABILITY OF PROVIDER ARISING OUT OF OR RELATED TO THE AGREEMENT EXCEED THE TOTAL AMOUNTS ACTUALLY PAID FOR THE SERVICES AND EQUIPMENT (AS APPLICABLE) UNDER THE AGREEMENT DURING THE TWELVE (12) MONTHS IMMEDIATELY PRECEDING THE FIRST EVENT GIVING RISE TO SUCH LIABILITY. Section 7.2 Exceptions. THE LIMITATIONS SET FORTH IN SECTION 7.1 DO NOT APPLY TO: (A) EITHER PARTY'S INDEMNIFICATION OBLIGATIONS UNDER ARTICLE 8; OR (B) DAMAGES ARISING OUT OF EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT OR THE UNAUTHORIZED USE OF THE OTHER PARTY'S INTELLECTUAL PROPERTY OR CUSTOMER'S FAILURE TO PAY ANY AMOUNTS DUE UNDER THE AGREEMENT. • Section 7.3 Independent Allocations of Risk. EACH PROVISION OF THE AGREEMENT THAT PROVIDES FOR A LIMITATION OF LIABILITY, DISCLAIMER OF WARRANTIES, EXCLUSION OF DAMAGES, OR LIMITATION OF REMEDY IS TO ALLOCATE THE RISKS OF THE AGREEMENT BETWEEN THE PARTIES. THIS ALLOCATION IS REFLECTED IN THE AGREED -UPON COMPENSATION AND IS AN ESSENTIAL ELEMENT OF THE BASIS OF THE BARGAIN BETWEEN THE PARTIES. EACH OF THESE PROVISIONS WILL APPLY EVEN IF THE WARRANTIES IN THE AGREEMENT HAVE FAILED IN THEIR ESSENTIAL PURPOSE. ARTICLE 8 INDEMNIFICATION • Section 8.1 Provider Indemnification. Providerwill defend Customer and its directors, officers, and employees against any Third Party Claim and will pay for the resulting costs and damages finally awarded against Customer to such Third Party by a court of competent jurisdiction or agreed to in settlement by Provider (such agreement not to be unreasonably withheld, conditioned, or delayed), to the extent arising from the actual or alleged infringement of such Third Party's intellectual property rights by the Services. Provider will have no indemnification obligations arising from this Section 8.1, to the extent such Claim arises from: (a) the use or combination of the Services with any Third -Party Content, or any hardware, software, products, processes, data, or other materials not provided by Provider, including Customer's own systems and data; (b) modification or alteration of the Services by anyone other than Provider; or, (c) Customer's misuse of the Services or use of the Services in excess of the rights granted in the Agreement. • Section 8.2 Customer Indemnification. Customer will defend Provider and its Affiliates and their directors, officers, and employees against any Third Party Claim and will pay for the resulting costs and damages finally awarded against Provider to such Third Party by a court of competent jurisdiction or agreed to in settlement by Customer (such agreement not to be unreasonably withheld, conditioned or delayed), arising from any allegation that: (a) Customer Content or any hardware, software, products, processes, data, or other materials provided by Customer to Provider infringes, misappropriates, or violates the rights of a Third Party; (b) Customer's use of the Services in violation of law; or (c) Customer's breach of the Agreement. Section 8.3 Indemnity Obligations. The indemnifying Party's (the "Indemnitor") obligations under this ARTICLE 8 are conditioned upon the Person(s) seeking indemnification under this ARTICLE 8 (the "Indemnitee(s)"): (a) promptly notifying the Indemnitor in writing of the Claim (so as to avoid prejudicing the Indemnitor); (b) granting the Indemnitor sole control of the defense and settlement of the Claim provided that any such settlement does not bind any Indemnitee to pay any monetary amounts or admit to any wrongdoing; and, (c) providing the Indemnitor, at the Indemnitor's expense, with all assistance, information and authority reasonably required for the defense and settlement of the Claim. ARTICLE 9 THIRD -PARTY CONTENT; OWNERSHIP Section 9.1 Third -Party Content. The Services may enable Customer to link to, transmit Customer Content to, or otherwise access or use Third -Party Content. Some of the Services may provide a license to Customer for software to be used under the terms of a separate license from a Third Party software vendor. Customer will comply with all such license agreements as well as the Microsoft Licensing Policy stated at https://microsoft.com/licensing/spur, as applicable. CUSTOMER EXPRESSLY ACKNOWLEDGES THAT ITS RIGHTS TO USE SUCH THIRD -PARTY CONTENT ARE LIMITED TO THE RIGHTS PROVIDED BY THE THIRD PARTY LICENSOR AND THAT ANY AND ALL CLAIMS THAT CUSTOMER MAY HAVE CONCERNING OR RELATING TO SUCH THIRD - PARTY CONTENT PROVIDED TO CUSTOMER BY PROVIDER, INCLUDING THE PERFORMANCE OR THE FUNCTIONALITY OF SUCH THIRD -PARTY CONTENT AND ANY SERVICES RELATED THERETO, WILL BE BROUGHT EXCLUSIVELY AGAINST THE THIRD PARTY LICENSOR OF SUCH THIRD -PARTY CONTENT AND NOT AGAINST PROVIDER. PROVIDER DOES NOT MAKE (AND HEREBY DISCLAIMS) ANY WARRANTIES CONCERNING ANY THIRD -PARTY CONTENT, INCLUDING THE PERFORMANCE OR FUNCTIONALITY OF ANY SOFTWARE (OR ANY SERVICES RELATED THERETO) DISTRIBUTED BY PROVIDER, AND HEREBY DISCLAIMS AND EXCLUDES ALL OTHER WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ANY WARRANTIES OF NON -INFRINGEMENT, TITLE, MERCHANTABILITY, FITNESS FORA PARTICULAR PURPOSE, AND ANY WARRANTIES IMPLIED FROM A COURSE OF DEALING OR COURSE OF PERFORMANCE OR USAGE OF TRADE. • Section 9.2 Provider retains ownership of the Services, including all intellectual property rights therein, and nothing in the Agreement transfers any ownership of any intellectual property or other rights in the Services to Customer. ARTICLE 10 FORCE MAJEURE • Section 10.1 Definition of Force Majeure Event. "Force Majeure Event" means any cause beyond such Party's or its suppliers' reasonable control, regardless of whether such cause is foreseeable, including any: (a) act of God; (b) flood, fire, explosion, earthquake, natural disaster; (c) act of terrorism, war, revolution, invasion, riot or other civil or military disturbances, acts of public enemies; (d) act, regulation, order, or law of any government, civil or military authority or any injunction of any nature; (e) embargo, blockade, tariff or other trade restriction in effect on or after the Effective Date; (f) national or regional emergency; (g) epidemic, pandemic or other contagion, including COVID-19; (h) strike, Lockout, labor dispute, stoppage or slowdown or other industrial disturbance; (i) casualty or accident; (j) denial of service attacks and other malicious conduct; or (k) inability to procure, or any interruption, loss, malfunction or shortage of any supplies, services, products, equipment, transportation, utilities, communications or computer software, hardware, or services. Section 10.2 Excusable Force Majeure Events. A Party will be excused from complying with the Agreement (other than any payment obligation) if, to the extent, and for as long as such Party's compliance is delayed or prevented by a Force Majeure Event. No Party will be Liable, nor will any credit allowance or other remedy be extended, for any failure of performance or equipment due to a Force Majeure Event. • Section 10.3 Notice of Force Majeure Events. If a Party is rendered unable, wholly or in part, by a Force Majeure Event to perform its obligations under the Agreement, that Party will give prompt written notice detailing such Force Majeure Event to the other Parties. ARTICLE 11 NOTICES • Section 11.1 Methods. All notices, requests, demands, and other communications specifically required or authorized by the Agreement must be written and sent to the email address of legal@1111 systems.com, as concerns Provider, or either the physical or email address provided by Customer on an Order or otherwise made of record by Customer. A Party may change its contact information by sending a notice to the other Parties complying with these notice requirements. Customer will send a copy of any notice sent to Provider to 1235 North Loop West, Suite 800, Houston, TX 77008, USA • Section 11.2 Presumed Delivery.A personally delivered notice will be conclusively presumed to have been delivered on the date reflected on a written receipt acknowledging delivery that is signed by a representative of the receiving Party. A mailed notice or notice sent by an international courier will be conclusively presumed to have been delivered on the date reflected on the returned receipt that is signed by a representative of the receiving Party. An electronic mail notice will be deemed delivered upon the electronic transmittal being sent unless the sender receives an electronic response within three (3) hours of sending the transmittal that delivery of the transmittal failed. All notices received outside of Business Hours will be conclusively presumed to have been delivered on the next business day. ARTICLE 12 CONFIDENTIALITY AND PERSONAL INFORMATION • Section 12.1 General Confidentiality Obligations. The Parties may disclose nonpublic information ("Confidential Information"). Confidential Information will be limited to the terms and pricing under the Agreement, Customer Content while residing in the Services, and all information clearly identified as confidential at the time of disclosure. • Section 12.2 Exceptions. A Discloser's Confidential Information does not include information that: (a) is or becomes a part of the public domain through no act or omission of the Recipient; (b) was in the Recipient's lawful possession prior to the disclosure and had not been obtained by the Recipient either directly or indirectly from the Discloser; (c) is Lawfully disclosed to the Recipient by a Third Party without restriction on the disclosure; or (d) is independently developed by the Recipient. • Section 12.3 Level of Protection. Each Recipient will (a) use the same degree of care to protect the Discloser's Confidential Information that it uses to protect the confidentiality of its own Confidential Information of like kind (but in no event less than reasonable care); and (b) not use any Confidential Information for any purpose outside the scope of the Agreement, in each case, for a period of five (5) years from the date of the Discloser's disclosure of the Confidential Information to the Recipient; however, Provider will protect the confidentiality of Customer Content residing in the Services for as long as such information resides in the Services. The Recipient may disclose Confidential Information only to those employees, agents, or subcontractors who are required to protect it against unauthorized disclosure in a manner no less protective than required under the Agreement, and Recipient may disclose the Discloser's Confidential Information as required by governmental, administrative, or judicial process or as required by law. In addition, Provider will protect the confidentiality of Customer Content residing in the Services in accordance with any Data Protection Agreement between the Parties. ARTICLE 13 LEGAL ADMINISTRATION • Section 13.1 Legal Compliance Generally. Each Party will comply in all material respects with all laws, ordinances, statutes, codes, rules, and regulations that apply to its exercise of rights and obligations under the Agreement. • Section 13.2 Governing Law and Dispute Resolution. Any dispute arising out of or in connection with the Agreement will be finally settled under the Rules of Arbitration of the International Chamber of Commerce by a single arbitrator appointed in accordance with such rules. The arbitrator's award will be final and binding and may be entered in any court of competent jurisdiction. Each Party will bear its own costs of the arbitration, provided, however, that the Parties will equally share the costs of the arbitrator. No award or procedural order made in the arbitration will be published. The table below sets forth the venue and substantive law applicable to the Agreement and any such arbitration between Customer and Provider. The United Nations Convention for the International Sale of Goods does not apply to the Agreement. Provider Governing Law 11:11 Systems, Inc. Cloud iland Internet Canada ULC iland Europe Limited iland Nederland B.V. iland Cloud Pte. Limited iland Australia Pty Limited The laws of Delaware, United States The laws of Ontario, Canada The laws of England and Wales The laws of England and Wales The laws of Texas, United States The laws of New South Wales, Australia • Section 13.3 Several Liability. Provider is not liable under the Agreement for the obligations of any of its Affiliates. Customer has no right of set-off against any payments due, whether on account of any claims or alleged claims against Provider or its Affiliates or otherwise. • Section 13.4 Entire Agreement. The Agreement sets forth the entire agreement and understanding of the Parties relating to the Services and the subject matter of the Terms and the Order. All prior negotiations, representations, understandings, and partial agreements concerning the subject matter of the Agreement are superseded by the Agreement. For clarity, if Customer has other orders in effect with Provider or its Affiliates, such other orders constitute separate and distinct contracts with Provider or its Affiliates, as applicable, and are not part of the Agreement. • Section 13.5 Amendments. No amendment, modification, waiver, or release of the provisions of the Agreement is binding on any Party unless a writing of like import exists that (a) specifically identifies the amended, modified, waived, or released obligation, (b) describes the nature of the amendment, modification, waiver, or release, and (c) is signed by each Party that is a party to the Order. • Section 13.6 Assignment. Neither Party may assign the Agreement without the prior written consent of the other Party, which consent will not be unreasonably withheld or delayed; except that Provider may assign the Agreement to one or more of its Affiliates, or to a purchaser of all or substantially all of Provider's assets, without the prior consent of Customer. Any attempt to assign the Agreement without the other Party's required consent will be null and void. Notwithstanding the foregoing, Provider may delegate performance of any of its duties, obligations and responsibilities hereunder to any of its Affiliates or to any Third Party provider selected by Provider; provided, however, that Provider will not be relieved of any of its duties, obligations, or responsibilities hereunder by use of such Affiliates or Third Party providers. • Section 13.7 Independent Contractors. The Parties are independent contractors, and nothing contained in the Agreement gives either Party the power to act as an agent of the other or to direct or control the day-to-day activities of the other. • Section 13.8 Remedies Not Exclusive. In addition to the remedies set out in the Agreement, Customer and Provider will have all other remedies available at law or in equity except for remedies specifically excluded by the Agreement. • Section 13.9 Limitations on Time to Sue. Unless otherwise required by law, any action or proceeding by Customer to enforce an obligation, duty, or right arising under the Agreement must be commenced within one (1) year after the cause of action accrues. • Section 13.10 Miscellaneous. 0 13.10.1 Rules of Construction. In the Agreement: (a) the headings are for convenience only and will not affect the meaning or interpretation of the Agreement; (b) the words "herein;' "hereunder;' "hereby;' and similar words refer to the Agreement as a whole (and not to the particular sentence, paragraph, or Section where they appear); (c) terms used in the plural include the singular, and vice versa unless the context clearly requires otherwise; (d) "or" is used in the sense of "and/or"; (e) "any" is used in the sense of "any or all"; and (f) the words "include;' "includes;" or "including" are to be construed as if they are immediately followed by the words "without limitation:' If an ambiguity or question of intent or interpretation arises, then the Agreement will be construed as if drafted jointly by the Parties, and no presumption or burden of proof will arise favoring or disfavoring any Party by virtue of the authorship of any of the terms hereof or thereof. 0 13.10.2 Severability of Provisions. Each provision contained in the Agreement constitutes a separate and distinct provision severable from all other provisions. If any provision (or any part thereof) is unenforceable under or prohibited by any present or future law, then such provision (or part thereof) will be amended, and is hereby amended, so as to be in compliance with such law while preserving to the maximum extent possible the intent of the original provision. Any provision (or part thereof) that cannot be so amended will be severed from the Agreement, and all the remaining provisions of the Agreement will remain unimpaired. 0 13.10.3 Publicity. Customer hereby grants to Provider permission to publicly identify Customer as one of Provider's customers. Customer may revoke this permission at anytime by giving Provider notice of such revocation. 0 13.10.4 Non -solicitation of Key Employees. During the term of the Agreement and for a period of one (1) year immediately following its termination or expiration, each Party agrees not to solicit for employment a key employee of the other Party while such employee is employed by the other Party or within six (6) months following termination of employment with the other Party without the prior written approval of the other Party. The term "key employee" means any employee engaged in providing Services under the Agreement. This Section will not be construed to prevent the hiring of an employee who responds to a general advertisement of employment opportunities. 13.10.5 Electronic Signature. The execution of the Order may be evidenced byway of a facsimile, portable document format (.pdf), transmission or electronic production or reproduction, photostatic or otherwise, and such portable document format (.pdf), or electronic production or reproduction signature is deemed to constitute the original signature of such Party or person. 0 13.10.6 Rights of Third Parties. Nothing expressed or implied in the Agreement is intended or will be construed to confer upon or give any Person, other than the Parties, any right or remedies under or by reason of the Agreement. 11:11 Systems Service Schedule The terms and conditions set out in this 11:11 Systems Service Schedule (this "Schedule") shall apply to each Service Order executed by the Provider and the Customer (each, a "Order"), and shall be deemed to be incorporated, the necessary changes having been made, into each Order. 1. Section 1: Definitions In this Schedule: Any capitalized terms used but not defined in this Schedule or the remainder of the Agreement shall have the meanings set out in the relevant Order. 1. "11:11 Autopilot Managed Recovery for DRaaS" shall refer to a managed service offering provided by the Provider to the Customer for the purpose of managing the on -boarding, technical design, testing and operational support elements of an 11:11 Secure DRaaS for Zerto, 11:11 Secure DRaaS for Veeam, or 11:11 DRaaS for Cohesity service contract. 2. "11:11 Cloud" shall refer to an environment that contains the Provider's basic cloud infrastructure features without any level of encryption or security attributes integrated into the environment and its underlying storage and/or shared Cloud Resources. Features associated with 11:11 Cloud environment are only available to Customers that elect to have those services provided to them on their Order. 3. 11:11 Cloud Console" or "Cloud Console" shall refer to the cloud -based management portal in which the Customer accesses and administers the Services. 4. 11:11 Cloud Object Storage" shall mean the public Internet service delivered by the Provider that allows the Customer to store and manage data as objects, as opposed to other storage architectures like file systems and block storage. Features associated with 11:11 Cloud Object Storage environment are only available to Customers that elect to have those services provided to them on their Order. 5. "11:11 DRaaS for Zerto" shall refer to an environment that contains the Provider's basic cloud infrastructure features without any level of encryption or security attributes integrated into the environment and its underlying storage and/or shared Cloud Resources. Features associated with 11:11 DRaaS for Zerto environment are only available to Customers that elect to have those services provided to them on their Order. 6. "11:11 DRaaS for Zerto Cloud -to -Cloud" shall refer to a DRaaS environment where both the Primary Site and Recovery Site are in two (2) different Provider's physical Locations as specified in the Order. Features associated with 11:11 DRaaS for Zerto Cloud -to -Cloud environment are only available to Customers that elect to have those services provided to them on their Order. 7. "11:11 Managed Migration" shall mean the Provider's process and service that assists the Customer with the migration of Virtual Machines and/or Physical Servers from the Customer's Primary Site into a Provider's Virtual Data Center, and the connectivity setup and configuration that it entails. 8. "11:11 Secure Cloud" shall refer to an environment that contains the Provider's advanced security and encryption features and attributes integrated into the environment and its underlying storage and shared Cloud Resources. Features associated with 11:11 Secure Cloud environment are only available to Customers that elect to have those services provided to them on their Order. 9. "11:11 Secure Cloud Backup for Veeam Cloud Connect" shall mean the public Internet service delivered by the Provider that allows the Customer to backup Machine's virtualized data into Cloud Resources. Features associated with 11:11 Secure Cloud Backup environment are only available to Customers that elect to have those services provided to them on their Order. 10. 11:11 Secure DRaaS for Veeam" shall refer to an environment where the Customer uses Veeam Cloud Connect software to replicate from the Primary Site to the Provider's Recovery Site and its underlying storage and shared Cloud Resources. Features associated with 11:11 Secure DRaaS for Veeam environment are only available to Customers that elect to have those services provided to them on the Order. 11. "11:11 Secure DRaaS for Zerto" shall refer to an environment that contains the Provider's advanced security and encryption features and attributes integrated into the environment and its underlying storage and shared Cloud Resources. Features associated with 11:11 Secure DRaaS for Zerto environment are only available to Customers that elect to have those services provided to them on their Order. 12. "11:11 Secure Private Cloud" shall refer to an environment that contains the Provider's advanced security and encryption features and attributes integrated into the environment and its underlying storage and dedicated Cloud Resources. Features associated with 11:11 Secure Cloud environment are only available to Customers that elect to have those services provided to them on their Order. 13. "11:11 Secure Private DRaaS for Zerto" shall refer to an environment that contains the Provider's advanced security and encryption features and attributes integrated into the environment and its underlying storage and dedicated Cloud Resources. Features associated with 11:11 Secure Private DRaaS for Zerto environment are only available to Customers that elect to have those services provided to them on their Order. 14. "11:11 Support" shall refer to the Provider's technical support department, which acts as the primary contact for all Customer's requests for help and assistance once the initial deployment has been completed. 15. "Accelerated Storage" shall mean encrypted storage resources provided on a blend of traditional shelves of disks and flash storage. 16. "Acceptable Use Policy" or "AUP" shall mean the Provider's document that stipulates constraints and practices that the Customer must adhere to when utilizing any of the Provider's Services. The current AUP can be accessed at httos://1111 systems.com/legal/acceptable-use-Dolicv/ provided, however, that the AUP may be modified from time to time at the Provider's sole discretion. 17. "Account Management Application" is the primary resource for Customers to access and manage information including, but not limited to, account profile, contact management, contracts, service and maintenance status of services and regions, and support tickets. 18. "Active Virtual Machine" shall mean a Virtual Machine that is turned on within the Virtual Data Center. 19. "Advanced Storage" shall mean storage resources provided on traditional shelves of disks. 20. "Appliance" shall mean a physical or virtual device or equipment designed to perform a specific IT task. 21. "Archive Storage" shall mean storage resources provided on traditional shelves of disks. 22. "Availability Zone" shall mean one or more AWS discrete Data Centers with redundant power, networking, and connectivity in an AWS region. Availability Zones are physically separated by a meaningful distance, many kilometers, from any other Availability Zone, although all are within 100 km (60 miles) of each other, and are designed to handle concurrent device failures by quickly detecting and repairing any Lost redundancy, and they also regularly verify the integrity of your data using checksums. 23. "Backup Groups" shall mean the groups of Virtual Machines defined in Advanced Backups. These groups define what Virtual Machines are backed up and how they are backed up by the applied Backup Policy. 24. "Backup Policies" shall mean the policies that define the Advanced Backup schedule of how often and when to take a backup and the retention timeframe for that backup. The policies also define how often full backups should be taken and how often to retry in the event of backup failure. 25. "Backup Testing" shall mean the operational mode in which the data of the Machines are validated leveraging Target Site restore points during a predetermined process. "Tested Backup" shall have a correlative meaning. 26. "Bare Metal Device" shall mean a physical computer system without a base operating system (OS) or installed applications. It is a computer's hardware assembly, comprised of structure and components, that is installed with either the firmware or basic input/output system (BIOS) software utility or no software at all. The Provider service includes the colocation of this device, but no OS. 27. "Brownfield" shall mean an IT environment or deployment where the design, installation, and configuration is an upgrade or addition to an existing infrastructure using legacy components. 28. "Burst Resources" shall mean Cloud Resources that are not dedicated to the Customer but which, if available, the Customer may use to exceed its committed Reserved Resources. These are billed in arrears and are calculated by multiplying a usage over the Reserved Resources by the monthly or hourly burst rate as specified in the Order. 29. "Carrier" shall mean an organization that provides services accessing and using the Internet or any other telecommunications service that operates on its proprietary network infrastructure. 30. "CASB" shall mean Cloud Access Security Broker. 31. "CDN" shall mean Content Delivery Network. 32. "Change Management" shall mean making controlled and informed changes to the operation and functionality of an eligible service or Equipment provided by the Provider. 33. "Cloud Resources" shall mean compute (CPU), memory (RAM), storage, IP address and network bandwidth that comprises a Virtual Data Center as described in the Order. 34. "Cloud Storage" shall mean storage resources within the Target Site, provided on traditional shelves of disk, accessed from the Machines. 35. "Colocation" shall mean the Provider's service related to placing and maintaining the Customer's Equipment within the same Data Center where the Provider hosts its Cloud Resources. 36. "Colocation Area" shall mean the area within the Data Center in which the Colocation Rack Space is located. 37. "Colocation Rack Space" shall mean the physical space within a rack or other Location(s) within the Colocation Area of the Data Center designated by the Provider for the Customer to colocate the Equipment. 38. "Colocation Specifications" shall have the meaning set out in the relevant Colocation Order or, if no such definition is set out in the Colocation Order, the Provider's standard specifications for colocation space in the Colocation Area. 39. "Commencement Notification" shall mean an email communication from the Provider to the Customer indicating the formal hand-off of Cloud Resources and the commencement of billing under the Order. 40. "Connectivity Services" shall mean, collectively, Dark Fiber, Lit Services, Managed Firewall, SD -WAN, and Managed Connectivity. 41. "Cross Connects" shall mean physical cables that allow direct connections between two different termination locations within a Data Center. 42. "Customer -Owned Telecommunications Circuit" shall mean a telecommunications circuit contracted by Customer with a third -party telecommunications provider. 43. "Customer Premises Equipment" or "CPE" shall mean any Equipment owned and/or used by Customer, including Provider -Supplied Equipment, that is used to connect to the Services. 44. "Customer -Provided Equipment" shall mean any equipment owned by the Customer and listed in the Hybrid Colocation Order as equipment that may be colocated in the Colocation Rack from time to time. 45. "Dark Fiber" shall mean all connectivity circuits with dark optical fiber strands in a particular network configuration supplied by Provider to Customer pursuant to an Order. 46. "Dark Fiber Specifications" shall mean those specifications set forth in section 3.33.5 below. 47. "Data Center" or "Datacenter" shall mean the facility operated by the Provider designated as the Datacenter in the relevant Hybrid Colocation Order. 48. "Data Seeding" or "Seed Data" shall mean the process of exporting Virtual Machine data to removable media at the Primary Site and/or Source Site, shipping the removable media to Recovery Site and/or Target Site and importing Virtual Machine data into a Virtual Data Center at Recovery Site and/or Target Site. 49. "DDoS" shall mean Distributed Denial of Service. 50. "Dedicated Resources" shall mean Cloud Resources dedicated to a single tenant or Customer. 51. "Demarcation Point" shall mean the point located in the Data Center at which the extension from the Carrier infrastructure ends and connects with the Provider's on - premises wiring, where Provider hands off the Connectivity Services to Customer; 52. "Deployment" shall mean the period beginning once the Provider has acknowledged receipt of the signed Order, and ending when the Provider satisfies all deliverables within the initial scope. 53. "Deployment Engineer" shall refer to an engineer, who is an employee of the Provider with technical knowledge and training of use and best practices of the Provider's services, that is responsible for deploying the environment in the Provider's infrastructure used by the Customer. 54. "Disaster" shall mean the Customer's inability to send or receive data at the Primary Site due to unavailable compute, storage, or network resources. 55. "Disaster Recovery Runbook" shall mean a collection of Recovery Groups that are combined into a single list to simplify management of the DRaaS environment when testing failover, or in the case of performing a live failover of the environment. 56. "DLP" shall mean Data Loss Prevention. 57. "DNS" shall mean Domain Name Services. 58. "DRaaS" shall mean Disaster Recovery as -a -Service. 59. "DRaaS Testing" shall mean the operational mode in which the functions of the Virtual Machines in the Primary Site are validated on the Virtual Machines in the Recovery Site. Testing is a non -service impacting event and does not include modification of Primary Site resources including Virtual Machines and networking. "Tested" shall have a correlative meaning. Testing is a fully autonomous function and can be triggered by the Customer at anytime. 60. "Electricity Fee" shall mean the amount to be charged by the Provider to the Customer based upon the Customer's usage of electricity in the Colocation Area during the relevant period and the then -current standard prices charged by the Provider to its Customers for electricity, which shall be calculated on a breakered- amp-load basis, and which shall be subject to increase from time to time if the power utility or primary electricity vendor used by the Provider increases the price paid by the Provider for power provided to the Colocation Rack. 61. "Emergency" shall mean an urgent, sudden, and serious event that requires immediate action to remedy the situation. 62. "Equipment" shall mean physical computer, network and/or communications devices. 63. "Failback" shall mean the return of operational mode of the Virtual Machines in the Recovery Site back to the Virtual Machines in the Primary Site after originally becoming unavailable through either failure or scheduled downtime. 64. "Failover" shall mean the backup operational mode in which the functions of the Virtual Machines in the Primary Site are assumed by the Virtual Machines in the Recovery Site due to the Virtual Machines in the Primary Site becoming unavailable through either failure or scheduled downtime. 65. "Greenfield" shall mean an IT environment where the design, installation, and configuration is totally new and requires development from a clean state. 66. "Image -based Backup" shall mean a point -in -time copy of a defined collection of data. 67. "Insider Protection" shall mean the optional feature for the 11:11 Cloud Backup for Veeam Cloud Connect service delivered by the Provider that provides an off - repository storage folder into which all deleted files will be retained for a short time allowing forth e restoration of those files by the Provider based on the Customer's request. The length of time these files are stored is set in the Order. 68. "IOPS" shall mean Input/Output Operations Per Second and is a common performance measurement used to benchmark computer storage devices. 69. "i-Tech" or "iTech" shall refer to the Provider's i-Tech Services Schedule where services, fees, and rates are defined for when remote, on -site, and/or Telco carrier support is required that was not part of the original scope on an Order. It can be accessed at httgs://1111systems.com/i-tech-services-schedule 70. "Letter of Authorization" or "LOA" is a document from the Customer or Carrier authorizing the Provider to act on their behalf. 71. "Lit Services" shall mean the services provided by Provider to Customer to enable the transmission of data using one of the following methods as indicated on an Order: a. Domestic optical (lit) Wavelength and Ethernet Private Line ("EPL") connectivity circuits —these services are a point-to-point, dedicated electrical or optical data transmission that provides a fixed capacity of bandwidth between two (2) points, specified by the Customer, for the transport of Customer's digital communications traffic over a physical circuit; b. Ethernet Private LAN ("EPLAN") connectivity circuit, Multi -Cloud Connect, Layer 3 VPN (L3VPN) —these services are dedicated electrical or optical data transmission that provides a fixed capacity of bandwidth between two (2) or more points, specified by the Customer, for transporting the Customer's digital communications traffic over a physical circuit; c. Domestic Direct Internet Access —this connectivity circuit provide the Customer with connectivity to the Internet, including routing services based upon the Internet Protocol, and are typically comprised of a network Internet Port at a Provider provided POP, and a dedicated network connection between 11:11 Systems POP and the Customer location (these services do not include Internet Over Broadband or Internet Over Wireless); d. Internet Over Broadband (Broadband) —these connectivity circuits provide the Customer with connectivity to the Internet and include: i.Digital Subscriber Line ("DSL"), ii.Ethernet Over Copper ("EOC"), iii.Internet Over Broadband (1O13"), iv.Internet Over Cable ("IOC"), v.Internet Over Fiber ("IOF"), vi.Internet Over Wireless ("IOW"), vii.Internet Over Fixed Wireless ("IOFW"), and viii.Internet Over Satellite ("IOS"); and e. AWS Direct Connect (AWS DX) On -ramp —this connectivity is between a Provider POP and AWS Direct Connect on -ramp, offered in a 50 Mbps - 5 Gbps hosted connection, or a 1 Gbps or 10 Gbps dedicated direct connect connection. i. An AWS Direct Connect Dedicated On -ramp connection is a physical network port that allows customers to establish a dedicated and private network connection between the Customer's on - premises networks and the AWS cloud, and ii. An AWS Direct Connect Hosted On -ramp connection allows Customers to establish a network connection between their on -premises networks and the AWS cloud on a shared Provider port. Unlike a Direct Connect dedicated port, which requires Customers to manage the physical network port themselves, a Hosted Connection simplifies the process by allowing Customers to connect to AWS using connectivity provided and managed by the Provider. 72. "Local Monitoring Probe" shall mean an Appliance deployed within a specific Customer's location, such as an on -premises facility or a remote site, whose primary purpose is to collect, analyze, and report data on the performance and health of the local network or systems. 73. "Machine" shall mean the computing equipment on which the Customer is running the Veeam Cloud Connect software and the computing equipment used by the Customer to access the Cloud Resources (but excluding the Cloud Resources). 74. "Managed Security Portal" shall mean the site that is accessed as part of the Continuous Risk Scanning offering providing the customer visibility into the vulnerabilities within their environment, which can be accessed at https://assess.grnc[d.com/ 75. "Microsoft 365" shall mean a Microsoft 365 end -user account that, because it is being backed up using the Provider's services, requires an 11:11 Secure Cloud Backup for Microsoft 365 license. A Microsoft 365 user account can use one or many applications such as Exchange Online, OneDrive for Business, SharePoint Online, and Microsoft Teams. 76. "mTLS" shall mean mutual transport layer security. 77. "Network Support" shall mean the Provider's process and service that assists the Customer with the initial implementation and ongoing support of Customer's virtual network appliances and their configurations. 78. "NGFW" shall mean a next -generation firewall, which is a security appliance that uses context -aware features to process network traffic and applies rules to protect against modern cyber threats. 79. "NOC" or "Network Operation Center" shall mean a centralized function within the Provider's organization composed of people, processes, and technologies that continuously shall mean any Connectivity Service designated as having redundancy of route and facilities and power and card protection. In the event of an equipment failure or a fiber cut, the service will automatically be re-routed to a "protected" path. Customer hand-off protection is limited to Connectivity Services delivered over a four (4) fiber hand-off connection. 80. "Object Storage Access Credentials" are comprised by a pair of text strings (Key and Secret) used in an 11:11 Cloud Object Storage environment that the Customer generates through the 11:11 Cloud Console. 81. "Offsite Backup" shall mean an archive copy of computer data stored at another remote Data Center different to the one where the source of that data resides. 82. "On -boarding Provisioning Form" shall mean a document used by the Provider for information gathering and collection of all Customer specific technical and infrastructure related details for the sole purpose of the Provider providing the on - boarding service, integration, and management services to the Customer as part of an 11:11 Secure DRaaS for Zerto or 11:11 Secure DRaaS for Veeam service contract. 83. "Onsite Backup" shall mean an archive copy of computer data stored at the same Data Center location where the source of that data resides. 84. "Playbook" shall mean a set of configured instructions within the Managed Endpoint Detection and Response (EDR) service that outlines the automated steps taken following a specific alert condition. 85. "Primary Site" shall mean the Customer's physical location in which the Customer's Virtual Machines function in normal, non-Failover scenarios in a DRaaS environment. 86. "Product Compatibility Matrix" shall identify the requirements that the Customer's systems and software must meet in order for them to be compatible with the Provider's offerings. The Customer can access the Matrix by accessing our Success Center at httas://success.1111 systems.com/hub. 87. "Provider -Supplied Equipment" shall mean any equipment or licenses that the Customer obtains from the Provider for the Customer's exclusive use and control. 88. "RBI" shall mean Remote Browser Isolation. 89. "Recovery Group" shall mean one or more Virtual Machines grouped together for replication purposes. 90. "Recovery Plan" shall mean the detailed steps involved in how a Customer's Virtual Machines will be recovered into the Provider's Recovery Site. 91. "Recovery Point Objective" or "RPO" shall mean the maximum acceptable amount of data loss, measured in time, between the last point -in -time that IT services (applications and data) can be restored to during a Disaster. 92. "Recovery Site" shall mean the Provider's physical location as specified in the Order to which the Virtual Machines located in the Primary Site will be replicated. 93. "Recovery Time Objective" or "RTO" shall mean the maximum desired length of time allowed between an unexpected failure or Disaster and the recovery of the IT services (applications and data). 94. "Replica Seeding" or "Seed Replica" shall mean the process of exporting Virtual Machine data from an 11:11 Secure Cloud Backup Target Site repository and importing Virtual Machine data into a Virtual Data Center at Recovery Site and in the same Data Center location. 95. "Reserved Resources" shall mean Cloud Resources that are dedicated to the Customer. 96. "RMA" shall mean Return Merchandise Authorization, which is a form of approval issued to Customers who have requested to return or exchange an appliance after experiencing a failure and validated by the Provider. 97. "SD -WAN" or "Software -Defined Wide Area Network" shall mean a virtual WAN architecture that allows communication between networks over the Internet using software -defined technology and encryption. 98. "Shared Resources" shall mean a pool of Cloud Resources shared across multiple Customers in a multi -tenant environment. 99. "Site Environmental Specifications" shall mean the requisite space, racks, power, security and other facilities and other environmental conditions necessary to support and operate the Provider Network and telemetry to support out of band management. Unless specified in the Order, Customer shall be responsible for providing the conditions set forth above. 100. "SOC" or "Security Operation Center" shall mean a centralized function within the Provider's organization composed of people, processes, and technologies that continuously monitor and improve the Customer's security posture by detecting, analyzing, and responding to cybersecurity incidents. 101. "Source Site" shall mean the Customer's physical location from which the Customer's Virtual Machines will be backed up in an 11:11 Secure Cloud Backup environment. 102. "SSD Storage" shall mean storage resources provided on Solid State disks. 103. "Statement of Work" or "SOW" shall mean a document defining the project specific activities, requirements, considerations, deliverables and timelines between the Customer and the Provider, in conjunction with the specifications of the relevant Order. 104. "Success Center" shall refer to the digital site provided by the Provider that consists of a knowledge base that contains product documentation, user guides, and technical articles related to the Provider's portfolio of services located at httos://success.1111 systems.com/hub. 105. "Target Site" shall mean the Provider's physical location as specified in the Order to which the Machines will be backed up in an 11:11 Secure Cloud Backup environment. 106. "Tunnel" shall mean an encrypted tunnel between an origin server and Cloudflare's nearest Data Center 107. "Unified Threat Management" or "UTM" is an information security term that refers to a single hardware or software installation that provides multiple security functions at a single point on the network. 108. "Users Authorized to Declare Disasters" shall mean users defined on the Customer Contact form which have the Customer's authorization to declare a Disaster. If Cloud Resources are available at the time -of -Disaster, the Customer pre -authorizes Users Authorized to Declare Disasters the option to expand its Reserved Resources up to the Disaster Resource Limit specified in the Order. These resources are billed on a monthly basis with a minimum of one -month commitment. The Customer's Resource Burst Limit will not be modified. At the end - of -Disaster, the Customer has the option to revert to the original Reserved Resource quantity. 109. "vApp" shall mean a collection of pre -configured Virtual Machines that combine applications with the operating systems that they require allowing them to work together in a stack as an application. 110. "Virtual Data Center" shall mean self-contained infrastructure including, compute, memory, and storage that is pooled, aggregated, virtualized, and delivered as -a -service. 111. "Virtual Machine" or "'VM" shall mean a guest operating system such as Windows or Linux that can run or be stored as an isolated entity on a host and is separated from the physical resources it uses such that the host environment is able to dynamically assign those resources among several Virtual Machines. 112. "WAF" shall mean Web Application Firewall. 113. "WARP" shall mean the Cloudflare WARP client. 114. "Workload" shall mean a logical Virtual Machine or physical server instance used for the purposes of hosting one or more applications and / or data set instances. 115. "Zerto Journal" or "Journal" shall mean the collection of replicated data and checkpoints defined as part of the Virtual Protection Group (VPG) configuration. The Journal lives in the Recovery Site and it determines the maximum amount of history, in hours or days, that can be saved and leveraged during a failover event. 116. "Zone" shall mean a unique top-level domain such as example.com. 2. Section 2: Universal Service Terms (Applicable to All Services) 1. Service Commencement Date. For all the Provider's Services, the Service Commencement Date of services shall be defined on the applicable Order. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Providing 24x7x365 global technical support via our different contact methods located at httgs://1111 systems.com/SUDDort/contact-suoDort/ or via our Account Management Application. The technical ticket response SLOs are available at httos://1111 systems.com/leVal/sla. 2. Testing and placing into production any software updates on the Provider's systems in relation to the third -party software on the Provider's then -current Product Compatibility Matrix, which is updated from time to time to reflect new software updates that have been placed into production. The Provider shall not be liable to the Customer and the Customer can neither cancel nor withhold payment for an Order outside of the requirements set forth in the Master Service Agreement, Service Schedule, or Order if the Customer's systems or software were not compatible with this Matrix prior to the commencement of an Order or if the Customer installs a software update before that update is reflected in the Provider's then -current Product Compatibility Matrix. In addition, while the Provider may test third -party software updates before listing them on the Provider's then -current Product Compatibility Matrix, those tests are solely designed to ensure that the third - party software updates will not have a negative effect on the Provider's ability to provide agreed upon services to the Customer and the Provider presents those updates listed as being compatible "as is" with no warranties of any kind, express or implied, including, but not limited to, warranties for fitness of purpose in regard to the third -party software. 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Supplying the Provider with information reasonably required to fulfill its obligations; 2. Promptly notifying the Provider if the Cloud Resources are compromised, accessed by a person lacking permission to access the Cloud Resources, or infected with a virus, worm or similar malicious code; 3. Reviewing the Provider's then -current Product Compatibility Matrix before procuring the Provider's services and before installing any software updates in order to ensure that the Customer's systems are compatible with the Provider's system. The Provider shall not be liable to the Customer and the Customer can neither cancel nor withhold payment for an Order outside of the requirements set forth in the Master Service Agreement, Service Schedule, or Order if the Customer's systems or software were not compatible with this Matrix prior to the commencement of an Order or if the Customer installs a software update before that update is reflected in the Provider's then -current Product Compatibility Matrix. In addition, while the Provider may test third -party software updates before listing them on the Provider's then -current Product Compatibility Matrix, those tests are solely designed to ensure that the third -party software updates will not have a negative effect on the Provider's ability to provide agreed upon services to the Customer and the Provider presents those updates listed as being compatible "as is" with no warranties of any kind, express or implied, including, but not limited to, warranties for fitness of purpose in regard to the third -party software; 4. Configure the appropriate organization access including the creation, modification, and deletion of end -user 11:11 Cloud Console account(s). 5. If the Customer is providing operating system or application licenses: 1. Adhering to the relevant software vendor's licensing agreements; 2. Implicitly consenting to the transferring of limited Customer data (i.e. such as Customer contact information) by the Provider to third - party licensors providing licenses to the Customer for the purpose of verifying and monitoring compliance and usage with the terms associated with those licenses; 3. Maintaining, updating, and keeping current license information (as interruption of services may result if such licenses are not maintained). This includes ensuring that the quantity and type of licenses do not exceed the Customer -provided licenses. If the Provider determines (in its sole discretion) that the Customer has exceeded the Customer -provided quantity of licenses, the Provider will (1) notify the Customer of such usage, (2) advise the Customer to upgrade its Order in order to reflect the additional license usage, and (3) invoice the Customer for the costs associated with the additional license usage during the corresponding period. If the Provider advises the Customer to upgrade its Order in the preceding sentence and the Customer does not upgrade its Order within 30 days after receiving that notice, the Provider reserves the right to unilaterally increase the number of licenses on the Customer Order in order to true up the licensed endpoints. The Customer agrees to pay any invoices or charges for any additional licenses or back charges allowed under this Section; 4. Building Virtual Machine templates using Customer -provided operating system licenses; 5. Not utilizing Microsoft operating system original equipment manufacturer (OEM) licenses as they are not allowed; 6. Adhering to the Provider's then -current Acceptable Use Policy as defined in the Definitions Section 1 at all times. 6. If the Customer is consuming Provider -supplied licenses: 1. Adhering to the relevant software vendor's licensing agreements; 2. Implicitly consenting to the transferring of limited Customer data (i.e. such as Customer contact information) by the Provider to third - party licensors providing licenses to the Customer for the purpose of verifying and monitoring compliance and usage with the terms associated with those licenses; 3. Maintaining, updating and keeping current license information (as interruption of services may result if such licenses are not maintained). This includes ensuring that the quantity and type of licenses do not exceed the contracted amount as described in the Order. If the Provider determines (in its sole discretion) that the Customer has exceeded the contracted quantity of licenses, the Provider will (1) notify the Customer of such usage, (2) advise the Customer to upgrade its Order in order to reflect the additional license usage, and (3) invoice the Customer for the costs associated with the additional license usage during the corresponding period. If the Provider advises the Customer to upgrade its Order in the preceding sentence and the Customer does not upgrade its Order within 30 days after receiving that notice, the Provider reserves the right to unilaterally increase the number of licenses on the Customer Order in order to true up the licensed endpoints. The Customer agrees to pay any invoices or charges for any additional licenses or back charges allowed under this Section; and 4. Customer Data. 1. By purchasing the Provider's Services, the Customer acknowledges that the Provider could potentially be exposed to Customer data which shall not be utilized by the Provider for any purpose other than the purpose of carrying out the Provider's Obligations specified under Sections 2 and 3 of this Service Schedule. By purchasing Provider Services, the Customer expressly acknowledges that it understands and accepts this possibility and the Customer further agrees to not hold the Provider liable in the event that such an exposure occurs. 2. After the signing of an Order, the Customer and the Provider may mutually agree to move or redirect the Customer's data from the Data Center identified on an Order to a different Data Center located in the same country. In the event that the Customer and the Provider come to such an agreement, the Customer shall not be required to sign a replacement Order in order to effect that change and the Provider shall not be in breach of the Agreement or any Order if it moves or redirects the Customer's data in accordance with that agreement. 5. Service Level Agreement. Infrastructure and Service Availability, Service Performance, and Response times are available on the Service Level Agreement accessible at httos://www.1111 systems.com/legal/sla 6. Disabling Cloud Resources. If the Cloud Resources get infected, hacked, or are compromised in anyway, or if it is determined by the Provider that there is a potential threat to the Provider's network or any of the Provider's other customers, the Provider will make commercial best efforts to notify the Customer and may in its sole discretion disable the Cloud Resources until the Customer can take the appropriate actions to resolve the issue or contact the Provider to resolve the issue. The Provider may disable the Cloud Resources at anytime if the Provider reasonably believes that the Customer has violated the Provider's then -current Acceptable Use Policy. 7. Beta Service Participation. This section describes the terms and conditions under which the Customer may access certain services or features available bythe Provider that are not considered Generally Available. Services or features labeled "beta" (each, a "Beta Service"), or access and use of the Provider's Services available in Data Centers that are also labeled as "Beta Location". 1. Customer may access the applicable Beta Service used in a generally available Data Center, or in a Beta Location during the term specified by the Provider; 2. Customer shall not grant access to any Beta Service by any third -party other than the Customer's employees and contractors that have executed written non -disclosure agreements with the Provider; 3. Customer shall not advertise or publicly disclose any of the features, services or performance of the Beta Services without the written approval from the Provider; 4. The Customer shall utilize the applicable Beta Service used in a generally available Data Center, or in a Beta Location only for internal evaluation purposes or to provide feedback to the Provider; 5. The Customer shall comply with the Provider's then -current Acceptable Use Policy when accessing and using the Beta Service or the Provider's Services in a Beta Location; 6. The Provider may suspend or terminate Customer's access to or use of Beta Service or the Provider's Services available in Beta Locations; 7. The Customer shall provide reasonably -requested information related to access, use, testing, or evaluation results of the Beta Services to the Provider; 8. The Customer agrees that the Provider does not guarantee any Service Level, performance or stability of the Beta Service or any of the Provider's Services in Beta Locations; 9. Access or use of the applicable Beta Services or the Provider's Services in the Beta Location will automatically terminate upon the release of a generally available version; 10. The Customer agrees that after termination of 1. The applicable Beta Service, or 2. Access to a Provider's Service in a Beta Location, there will be a decommissioning process that will include the erasure of all the Customer's data; 11. The Customer agrees that the Provider does not guarantee that any Beta Service or the Provider's Services in any Beta Location will ever be made generally available, or that the generally available version will be the same or similar as the version made available by the Provider during the term of the Beta Service or Beta Location, as applicable; and 12. THE PROVIDER EXCLUDES ALL WARRANTIES OF ANY KIND, EXPRESS OR IMPLIED, WITH RESPECT TO ANY SERVICE PROVIDED AS PART OF THE BETA SERVICE OR BETA LOCATION, AS APPLICABLE, INCLUDING WARRANTIES FOR MERCHANTABILITY, FITNESS FOR ANY PARTICULAR PURPOSE, OR SATISFACTORY QUALITY OR WHETHER AT COMMON LAW OR CONTRACT OR TORT OR BY STATUTE, OR OTHERWISE. THE BETA SERVICES AND THE PROVIDER'S SERVICES IN ANY BETA LOCATION ARE OFFERED ON AN AS -IS, WHERE IS BASIS, WITH ALL FAULTS, AND ARE NOT SUBJECT TO ANY OF THE WARRANTIES SET OUT IN THE AGREEMENT. 8. Inbound and Outbound Shipping Policy to/from any of the Provider's Data Center. The terms and conditions of this Section 2.8 shall be applicable if the Customer -Provided Equipment needs to be shipped from the Customer to the Provider or from the Provider to the Customer. 1. Resaonsibility and Liability. It is the Customer's sole responsibility to arrange the packaging and shipping of the Customer -Provided Equipment, as the Provider does not provide those services. Because the Provider does not provide those services, the Provider accepts no liability or responsibility in regard to the Customer -Provided Equipment being damaged or mishandled in the packaging and shipping process. Any Customer -Provided Equipment or property not removed within thirty (30) days after the expiration or termination of service agreement(s) will be deemed abandoned and become the property of the Provider. The Customer will be liable for all costs incurred by the Provider as a direct result of removal and disposal of any abandoned Customer -Provided Equipment. 2. UsaVe of Carriers. Should the Customer utilize a Carrier for this service, the Customer shall coordinate with that Carrier directly in order to address the variables that arise during shipping, such as shipping internationally or any applicable tax or tariff related requirements; and 3. Provider's ShiDoinq Process. The Customer is required to contact the Provider's project manager for specific details on the Provider's Inbound and Outbound Shipping Process. The Customer shall be charged the applicable Remote Hands and/or i-Tech fees for the Provider's assistance. 9. Statement of Work (SOW). The terms and conditions of this Section 2.9 are applicable to all Statement of Work documents that shall be required prior to the Deployment of a Provider's specific Service. 1. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Providing the Customer with a team to ensure the successful completion of the project. This team will include a project manager and a qualified deployment engineer to perform the services purchased; the Provider's standard support will be available upon completion of the project; 2. Ensuring that resources are available to complete the tasks and hold meetings per the project timeline; 3. Providing all deliverables described in the SOW; 4. Providing written communication and documents through the project tickets; 5. Adhering to the project schedule and milestone projections. The Provider will notify the Customer as soon as possible if a need to reschedule should arise; and 6. Providing a method of feedback for each project. 2. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Designating one Technical Contact as the primary contact who will be responsible for the project, acting as the Customer's project manager; 2. Reviewing all the documentation the Provider shares with the Customer and asking for clarification when needed; 3. If required, ensuring that there is enough bandwidth at the Primary Site to enable initial replication of data and successive incremental changes of data to the Recovery Site; 4. Reviewing the Provider's online product documentation and user guides located on the Provider's Success Center; 5. Providing ample time for the Customer's project manager to maintain communication with the Provider's project manager to complete the project requirements; 6. When possible, providing at least one (1) business day written notice to reschedule any meeting. The Provider understands that emergency circumstances come up as is the nature of the IT services business and that, as a result, one day advance notice is not always possible; and 7. Missed meetings are defined as being absent from a scheduled meeting by 15 minutes or more after the start time without notifying the Provider in writing in advance. If three (3) meetings are missed, then the project may be placed "On Hold" at the Provider's sole discretion, and a project placed on "On Hold" status will be rescheduled to the Provider's next availability. There is no guarantee that a project rescheduled due to "On Hold" status will be assigned to the same Provider's project manager. 3. Risks. The SOW and Order were designed and built according to specific information identified during the discovery phase. If that information is incorrect or has changed, the timeline and cost of this project could change. 1. Compatibility. The Provider publishes the Product Compatibility Matrix which details the current requirements for a Customer's system and it's compatibility with the Provider's system as specified under Section 2.3.3 of this Service Schedule. For DRaaS and/or Migration Services, the Provider makes every effort to ensure that the Customer's Primary Site or Source Site meets the requirements during the pre -sales process, but in the event something in the Customer's environment is not compatible with the Provider's solution, the Provider shall make every reasonable effort to provide assistance to accommodate the Customer. The most common incompatibilities are: 1. Customer is running VMs with a VM hardware version which is not supported by the Provider, 2. Customer is running aversion of the replication software that the Provider does not support, 3. Customer is using Guest Operating Systems that the replication software does not support; 2. Storage. Storage requirements can change quickly. During the kick- off call, the Provider's project manager will confirm the amount of storage you need and the amount of storage you purchased. If more storage is needed, the Provider's project manager will work with the Provider's sales representative to increase storage; 3. Bandwidth. If required, the amount of bandwidth the Customer allocates for replicating the data directly correlates with how long replication will take. The Provider recommends providing as much bandwidth as possible during and after the Customer's office hours. This will ensure the Customer's data is replicated as quickly as possible without affecting the Customer's day-to-day operations; 4. Shared Disks. For DRaaS and/or Migration Services, the Customer understands that any shared disks used across multiple VM's need to be converted to a single VMDK and used from a single VM. Clustered servers or shared disks are not supported within this SOW Section and would require alternate planning. This solution only supports SCSI based disks. CIFS, IDE, or any other disk types are not supported; and 5. Active Directory replication. For DRaaS, the Customer understands that in some cases a live Active Directory server is needed for replication and should be connected to the Customer's internal network for quicker and more seamless recovery of the solution. 3. Section 3: Service -Specific Terms 1. 11:11 Cloud. The terms and conditions of this Section 3.1 are applicable to each Order that includes 11:11 Cloud services. 1. Resources. 1. Storage: Public. These Cloud Resources are available as Shared Resources with Advanced and/or SSD storage types as specified in the Order, 2. Dedicated. These Cloud Resources are available as Dedicated Resources with Accelerated and/or SSD storage types as specified in the Order with varying parameters: 1. Capacity. Dedicated Storage is sold in preconfigured sizes, each size providing different usable capacity as specified in the Order, which is determined by the maximum recommended usable capacity for the underlying storage component that accounts for the average deduplication and compression ratios. 2. Performance. Performance for each preconfigured size is specified in the Order. 3. Interoperability. Dedicated Storage resources are only supported under Private Virtual Data Centers, which should only be comprised of resources with similar capacity and performance. Mixing Public and Dedicated storage under the same Private Virtual Data Center is not supported. 2. CPU & RAM: 1. Public. These Cloud Resources are available as Shared Resources as specified in the Order, 2. Private. These Cloud Resources are available as Dedicated Resources as specified in the Order. The Provider is responsible for architecting and deploying CPU & RAM in a high availability configuration; 3. Bandwidth (Public or Private). Bandwidth is available as a Shared Resource as specified in the Order. On Orders where network bandwidth is not specified, it is included, abiding by the Excessive Use Section on the Acceptable Use Policy; 4. Business Models (Public or Private). Cloud Resources are available in either Reserved, Burst, or Reserved plus Burst models as specified in the Order; and 5. Overhead (Private onlv). The Customer acknowledges that all applications and hypervisors require some amount of overhead resource capacity in order to run optimally. The Customer agrees that the Dedicated Resources on the Order will be used for the overhead capacity of the Customer's applications/hypervisor and that it is the sole responsibility of the Customer to ensure sufficient Cloud Resources exist. 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Onboard ing the Customer into the Provider's Cloud Services by giving access to the service and guiding the Customer through the process of deploying the service; 2. Provide documentation, project management, and guiding the Customer through an initial set up; 3. Provide ongoing support and education on the service at the Customer's request; 4. Creating Virtual Data Center(s) consisting of compute, memory, storage infrastructure, and network bandwidth per specifications detailed in the Order; 5. Maintaining the underlying cloud infrastructure components such as compute, memory, storage and networking by following the Provider's guidelines for managing these environments; 6. Providing the Customer with the URL and authentication credentials to access the Customer's Cloud Resources; 7. Assigning external and internal IP addresses for the virtual router per the Customer -provided requirements; and 8. Providing VM templates with Microsoft Windows Data Center Licensing. 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Unless specified on the Order, implementing dedicated physical or virtual network security appliance, managing Firewall(s) including but not limited to the configuration of Network Address Translation (NAT) Access List, Virtual Private Network (VPN), Dynamic Host Configuration Protocol (DHCP), Load Balancing, and static routing; 2. If the Customer chooses to Seed Data, then the Customer must follow the Provider's then -current Data Seeding Guidelines; 3. Maintaining operating systems and applications installed on the Customer's Virtual Machines or in the Customer's Virtual Data Center, including, but not limited to, patching, upgrades, updates and anti -virus software in accordance with industry best practices; 4. Fixing any problems resulting from upgrades to the Virtual Machines operating system; 5. Providing Virtual Machine and application log monitoring; 6. Providing support for operating systems and applications installed on the Customer -Managed Virtual Machines; and 7. If the Customer provisions Reserved Resources in excess of the specifications set out on the Order, the Customer hereby acknowledges that the Provider is not responsible for any performance degradation or errors caused by over allocation. 4. Encryption. 1. VM Encryption. The Provider offers encryption on a per VM or per volume basis, and is available to the Customer if purchased on the Order, 2. The Customer agrees and understands that when running VM Encryption some features in the 11:11 Cloud Console that require access to the Customer's VMs may not function or provide information, since the Customer's VM will be encrypted, and 3. VM Encryption encrypts data using AES-128/256 algorithms and allows the Customer to manage the encryption keys. The Customer understands that the Provider has no access to encryption keys. 5. Security Features. 1. The 11:11 Cloud Console performs the following function: Vulnerability Scanning. Assesses systems, networks and applications for weaknesses and detects known and zero day attacks. Examines all incoming and outgoing traffic for protocol deviations, policy violations, or content that signals an attack. The weekly predefined scan generates a report which is added to the historical data. 2. 11:11 Secure Cloud. The terms and conditions of this Section 3.2 are applicable to each Order that includes 11:11 Secure Cloud services. 1. Resources. 1. Storace: 1. Public. These Cloud Resources are available as Shared Resources with Accelerated and/or SSD storage types as specified in the Order; and 2. Dedicated. These Cloud Resources are available as Dedicated Resources with Accelerated and/or SSD storage types as specified in the Order with varying parameters: 1. Caoacity. Dedicated Storage is sold in preconfigured sizes, each size providing different usable capacity as specified in the Order, which is determined by the maximum recommended usable capacity for the underlying storage component that accounts for the average deduplication and compression ratios. 2. Performance. Performance for each preconfigured size is specified in the Order and it's defined based on the underlying storage component's total IOPS based on 50/50 Read/Write and using 4K random block size. 3. Interoaerability. Dedicated Storage resources are only supported under Private Virtual Data Centers, which should only be comprised of resources with similar capacity and performance. Mixing Public and Dedicated storage under the same Private Virtual Data Center is not supported. 2. CPU & RAM: 1. Public. These Cloud Resources are available as Shared Resources as specified in the Order; and 2. Private. These Cloud Resources are available as Dedicated Resources as specified in the Order. The Provider is responsible for architecting and deploying CPU & RAM in a high availability configuration; 3. Bandwidth (Public or Private). Bandwidth is available as a Shared Resource as specified in the Order. On Orders where network bandwidth is not specified, it is included, abiding by the Excessive Use Section on the Acceptable Use Policy; 4. Business Models (Public or Private). Cloud Resources are available in either Reserved Resources, Burst, or Reserved Resources plus Burst models as specified in the Order; and 5. Overhead (Private only). The Customer acknowledges that all applications and hypervisors require some amount of overhead resource capacity in order to run optimally. The Customer agrees that the Dedicated Resources on the Order will be used for the overhead capacity of the Customer's applications/hypervisor and that it is the sole responsibility of the Customer to ensure sufficient Cloud Resources exist. 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Onboard ing the Customer into the Provider's Cloud Services by giving access to the service and guiding the Customer through the process of deploying the service; 2. Provide documentation, project management, and guiding the Customer through an initial set up; 3. Provide ongoing support and education on the service at the Customer's request; 4. Creating Virtual Data Center(s) consisting of compute, memory, storage infrastructure, and network bandwidth per specifications detailed in the Order; 5. Maintaining the underlying cloud infrastructure components such as compute, memory, storage and networking by following the Provider's guidelines for managing these environments; 6. Providing the Customer with the URL and authentication credentials to access the Customer's Cloud Resources; 7. Assigning external and internal IP addresses for the virtual router per the Customer -provided requirements; and 8. Providing VM templates with Microsoft Windows Data Center Licensing. 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Unless specified on the Order, implementing dedicated physical or virtual network security appliance, managing Firewall(s) including but not limited to the configuration of Network Address Translation (NAT) Access List, Virtual Private Network (VPN), Dynamic Host Configuration Protocol (DHCP), Load Balancing, and static routing; 2. If the Customer chooses to Seed Data, then the Customer must follow the Provider's then -current Data Seeding Guidelines; 3. Maintaining operating systems and applications installed on the Customer's Virtual Machines or in the Customer's Virtual Data Center, including, but not limited to, patching, upgrades, updates and anti -virus software in accordance with industry best practices; 4. Fixing any problems resulting from upgrades to the Virtual Machines operating system; 5. Providing Virtual Machine and application log monitoring; 6. Providing support for operating systems and applications installed on the Customer -Managed Virtual Machines; and 7. If the Customer provisions Reserved Resources in excess of the specifications set out on the Order, the Customer hereby acknowledges that the Provider is not responsible for any performance degradation or errors caused by over allocation. 4. Encryption. 1. Storage Encryption. Storage is encrypted at rest with AES-256 in XTS cipher mode with FIPS 140-2 approved algorithms; 5. Security Features. 1. The Provider offers internal and external vulnerability scanning and reporting on the Customer's public Internet facing IPv4 address blocks and presents the information in the 11:11 Cloud Console; 2. The 11:11 Cloud Console performs the following functions, if enabled, and displays them in reports. In order to enable some features, a software agent may be required to be loaded on the Virtual Machine: Vulnerability Scanning. Assesses systems, networks and applications for weaknesses and detects known and zero day attacks. Examines all incoming and outgoing traffic for protocol deviations, policy violations, or content that signals an attack. There are 2 types of scanning available: 1. Weekly predefined scan and report, and 2. On -demand scan that generates new reports ad -hoc. 2. Malware Detection. Detects malware, viruses, spyware, trojans, and other malware, 3. Firewall. Bidirectional host -based stateful firewall that audits all traffic incoming and outgoing from the VM, 4. Configuration Auditing. Checks that IT assets are compliant with the Provider's policies and standards, 5. Compliance Reports. Provides logs and data necessary to fulfill audit requirements, 6. Web Application Scanning. Discovers web server and services weaknesses and OWASP vulnerabilities, and 7. Integrity Monitoring. Monitors critical operating system and application files, such as directories, registry keys, and values, to detect and report malicious and unexpected changes in real time; and 3. The information contained within the reports are intended solely to identify threats, vulnerabilities, and statuses of the Cloud environment components, and is provided "as is" without warranty of any kind, express or implied, including but not limited to warranties for fitness of purpose. The Provider does not warrant the completeness of accuracy of the report, nor does it make any recommendations based on the findings noted herein. 3. Standard Backups. The terms and conditions of this Section 3.3, are applicable to each Order that includes both the Provider's Standard Backups and at least one of the Provider's services that are described in any of the following Sections: Section 3.1 (11:11 Cloud), Section 3.2 (11:11 Secure Cloud), 11:11 Secure Private Cloud, Section 3.6 (11:11 DRaaS for Zerto Cloud -to -Cloud), Section 3.10 (11:11 DRaaS for Zerto), and Section 3.11 (11:11 Secure DRaaS for Zerto) of this Schedule. 1. Resources. 1. Storage. The amount of storage available for backups as specified by the Order; 2. Licensinq. All required licensing is included in the service on the Target Site; 3. Business Models. Storage is available in a Reserved plus Burst model; 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Providing the pool of storage as specified by the Order; 2. Creating initial backup jobs with the number and frequency of the backup restore points on the target location as specified by the Order; 3. Provide ongoing support and education on the Service at the Customer's request; 4. Maintainingthe underlying cloud infrastructure components such as compute, memory, storage and networking by following Provider's guidelines for managing these environments; 5. Providing storage pool modification options to the Order as required by the Customer, which is directly linked to the amount of production storage; 6. In case of Provider -assisted restoration, assisting the Customer with initiating the restore at -time -of -Disaster; and 7. In the event of Disaster and restoration from the Target Site, the Provider can, if needed, assisting the Customer with restoration from Disasters to the Customer's Source Site for additional i-Tech fees. 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Providing the Provider with information reasonably request to fulfill its obligations, including without limitation backup requirement details; 2. At the Customer's discretion, restoring backups either through the self-service 11:11 Cloud Console or by requesting support from the Provider in restoring backups; 3. Performing agent -based application aware backups and restores, as the Provider does not guarantee the recoverability of individual applications running on the Virtual Machines, such as databases or email messaging systems. The Customer is also responsible for performing granular recovery of individual items from agent based application aware backups; 4. Promptly notifying the Provider if the Cloud Resources are hacked, accessed by a person lacking permission to access the Cloud Resources, or infected with a virus, worm or similar code; 5. If the Customer provisions Reserved Resources in excess of the specifications set out on the Order, the Customer hereby acknowledges that the Provider is not responsible for any performance degradation, loss of backup data, or errors caused by over allocation, this includes the storage necessary for processing the snapshot -based backups, which could result in production storage Burst charges; and 6. In order for the Customer to restore Virtual Machine data, the Customer must have sufficient storage available. If the Customer does not have sufficient storage available, the Customer may have to purchase more storage to make the restore possible. 4. Risks. 1. There may be times where the Provider's service is unable to perform daily backups. Reasons for a backup job failure include, but are not limited to, situations where a job is unable to start during retry windows, services are temporarily unavailable, conflicts occur between resources, etc. Where such failure occurs, the Provider will use reasonable efforts to attempt to remedy any potential backup job failures, and the Customer shall hold the Provider harmless in the event that a backup job did not occur successfully. 4. Advanced Backups. The terms and conditions of this Section 3.4, are applicable to each Order that includes both the Provider's Advanced Backups and at least one of the Provider's services that are described in following Sections: Section 3.1 (11:11 Cloud), Section 3.2 (11:11 Secure Cloud), Section 3.6 (11:11 DRaaS for Zerto Cloud - to -Cloud), Section 3.8 (11:11 DRaaS for Veeam), Section 3.9 (11:11 Secure DRaaS for Veeam), Section 3.10 (11:11 DRaaS for Zerto), Section 3.11 (11:11 Secure DRaaS for Zerto), and Section 3.45 (11:11 DRaaS for Cohesity) of this Schedule. 1. Resources 1. Backup Policies. The policies that define the Advanced Backup schedule of how frequently and when to take a backup and also the retention timeframe for that backup. The policies also define how often full backups should be taken and how often to retry in the event of backup failure; 2. BackuD Grouts. Groups define what Virtual Machines and backup agents are backed up and assigns defined Backup Policy to those virtual machines and backup agents; 3. Licensing. All required licensing is included in the service on the Target Site; and 4. Business Models. Storage is available in a Reserved plus Burst model. 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Providing the pool of Storage as specified by the Order; 2. Providing documentation and guide the Customer through an initial setup; 3. Providing ongoing support and education on the Service at the Customer's request; 4. Maintainingthe underlying cloud infrastructure components such as compute, memory, storage and networking by following Provider's guidelines for managing these environments; 5. Providing storage pool modification options to the Order as required by the Customer; 6. In case of Provider -assisted restoration, assisting the Customer with initiating the restore at -time -of -Disaster; and 7. In the event of Disaster and restoration from the Target Site, the Provider can, if needed, assist the Customer with restoration from Disasters to the Customer's Source Site for additional i-Tech fees. 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Providing the Provider with information reasonably request to fulfill its obligations, including without limitation backup requirement details; 2. Creating and Maintaining the Backup Policies and Backup Groups through the self-service 11:11 Cloud Console. The Customer is responsible to ensure that their Virtual Machines are in the appropriate Backup Groups and have the appropriate Backup Policies applied to meet the Customer's desired RPO and retention times; 3. Performing agent -based application aware backups and restores, as the Provider does not guarantee the recoverability of individual applications running on the Virtual Machines, such as databases or email messaging systems. The Customer is also responsible for performing granular recovery of individual items from agent based application aware backups; 4. At the Customer's discretion, restoring backups either through the self-service 11:11 Cloud Console or by requesting support from the Provider in restoring backups; 5. Promptly notifying the Provider if the Cloud Resources are hacked, accessed by a person lacking permission to access the Cloud Resources, or infected with a virus, worm or similar code; 6. If the Customer provisions Reserved Resources in excess of the specifications set out on the Order, the Customer hereby acknowledges that the Provider is not responsible for any performance degradation, loss of backup data, or errors caused by over allocation, this includes the storage necessary for processing the snapshot -based backups, which could result in production storage Burst charges; and 7. In order for the Customer to restore Virtual Machine data, the Customer must have sufficient storage available. If the Customer does not have sufficient storage available, the Customer may have to purchase more storage to make the restore possible. 4. Risks. 1. Customer acknowledges that Provider is not responsible for monitoring backup job performance and status. Customer is fully responsible for the monitoring of job performance, SLAs, Backup Policies and Backup Groups. Customer may engage Provider in assistance in monitoring such items for additional i-Tech fees; and 2. There may be times where the Providers service is unable to perform daily backups. Reasons for a backup job failure include, but are not limited to, situations where a job is unable to start during retry windows, services are temporarily unavailable, conflicts occur between resources, etc. Where such failure occurs, the Provider will use reasonable efforts to attempt to remedy any potential backup job failures, and Customer shall hold Provider harmless in the event that a backup job did not occur successfully. 11:11 Managed Migration. The terms and conditions of this Section 3.5 are applicable to each Order that includes the Provider's Managed Migration in combination with either 11:11 Cloud or 11:11 Secure Cloud. 1. Assets & Deliverables. 1. Connectivity Design Documentation. Technical documents and/or diagrams providing engineering level information and configuration details for the purpose of interconnecting the Customer Primary Site(s) to the designated Provider Site(s) delivering the service capabilities to the Customer; 2. On -boarding Project Plan A documented overview of all tasks associated with the Provider's on -boarding process for interconnectivity and delivery of the Managed Migration from the Customer Primary Site(s) Workloads within scope of the mutually agreed upon service contract. The purpose of this document is to track ownership, progress and completion of all applicable on - boarding tasks in collaboration between the Customer and the Provider; and 3. Migration Workbook. A detailed discovery document used to collect all of the Customer specific technical and infrastructure related information for the sole purpose of the Provider providing the Managed Migration as part of the service contract. 2. Migration Project Management. 1. Project manaVers. Both the Provider and the Customer shall appoint a project manager each who will serve as the primary contact point; and Migration Project ManaL5ement Engagement. The Provider's project manager and the Customer's project manager shall meet as required for the duration of the migration process for the purposes of facilitating a successful relationship and overseeing the implementation of all Cloud Resources and Managed Migration outlined in the Order and the Migration Provisioning Form, including but not limited to, (a) tracking the progress of the migration and implementation process and all associated tasks; (b) reviewing other current or future projects or business plans that may impact the Managed Migration, (c) reviewing weekly status reports in order to review the Provider's performance in execution of the project for delivery of all Managed Migration Services, (d) coordinating and planning for any new equipment or software acquisitions specific to supporting the completion of the Managed Migration. 3. Provider's Obligations. The Provider is responsible for the following in accordance with industry best -practices: 1. Providing enhanced onboarding project management deliverables, to include: 1. Status call between the Provider's migration personnel and the applicable Customer's contacts, and 2. Status report summarizing project tasks progress, project milestones, estimated and actual durations/completion dates and critical path items; 2. Providing and managing supporting service documentation to include: 1. Inventory and workload specifications (e.g. compute, storage, networking) of all Workloads within scope of the Order, and 2. 1_2/1-3 network design for compatibility and integration between the Customer's Primary Site(s) and the Provider's networking services and design guidelines; 3. If applicable, providing installation, configuration and management of all services components required for the Managed Migration, to include: 1. Replication software installation, guiding the Customer through setup and configuration both in the Customer on - premise and the Provider's cloud data center environments (where applicable), 2. Setup and configuration of VPN connections (where applicable), and 3. Setup and configuration of all Provider's side networking components support dedicated circuits for WAN connectivity (where applicable); 4. Providing full setup and configuration for replication of the Workloads within scope and applicable to the Order and the Migration Workbook. 4. Customer's Obligations. The Customer is responsible for the following in accordance with the Provider's delivery of the 11:11 Managed Migration and industry best -practices: 1. Ensure all Customer -owned software, applications, devices, systems, processes, and services that maintain the Customer's data to be migrated as part of the Order are covered as specified under Section 2.3.5 of this Service Schedule for the purposes of fulfilling the Order; 2. Where applicable, the Customer shall maintain all firmware or software updates to all Customer -owned hardware, software, applications, devices, and systems in use with or protected by services provided by the Provider; 3. Where applicable: contact all software, application, device, system, service, and service providers covered under the Order and add appropriate Provider's personnel as approved contacts for the purposes of fulfilling this Service Schedule; 4. Complete the Migration Provisioning Form provided by the Provider; 5. Provide all current and existing documentation of the Customer's Primary Site(s) to include; environment "as -built" documentation, application contact information, application dependencies, current backup strategy, and disaster recovery plans if applicable; 6. Provide the Provider's personnel with Customer's asset discovery and documentation where applicable; 7. Where applicable; provide all current process documentation in support of the Managed Migration outlined in the Order and provide all assistance necessary to modify existing or implement new processes to streamline the delivery of services; 8. Where applicable, the Customer shall maintain all software and other devices or items provided to the Customer by the Provider located within the Customer's Primary Site(s) in direct support of the delivery of the Managed Migration Service outlined in the Order (the "Equipment') in good working order and in accordance with applicable manufacturers' specifications. The Customer shall notify the Provider immediately upon determination that any Equipment is not in compliance with the foregoing, or is in material breach of the terms and conditions set forth in this Service Schedule; and 9. The Customer shall cooperate with the Provider with regard to the performance of the Provider's obligations hereunder, including (without limitation): Providing the Provider with the required remote access to Customer's Equipment, as may be reasonable to permit the Provider to perform its obligations hereunder, and 2. Notifying the Provider of any changes to its configurations that could potentially impact the Managed Migration. 6. 11:11 DRaaS for Zerto Cloud -to -Cloud. The terms and conditions of this Section 3.6 are applicable to each Order for 11:11 DRaaS for Zerto Cloud -to -Cloud services. 1. Resources. The Cloud Resources used in the Recovery Site mimic the Cloud Resources used in the Primary Site, hence the available features will be the same as the Cloud Resources specified in the Order for the Primary Site. 1. Storage. The types of storage available are Advanced, Accelerated, and/or SSD. Storage purchased by the Customer includes both protected data and Zerto Journal data; Zerto Journal data may not be displayed on the 11:11 Cloud Console, but the Customer is still responsible for paying for this storage and may request a report from the Provider if required. Storage types comprising the environment are specified in the Order; 2. CPU & RAM. These Cloud Resources are available as Shared Resources. CPU & RAM comprising the environment are specified in the Order; 3. Bandwidth. Bandwidth is available as a Shared Resource as specified in the Order. On Orders where network bandwidth is not specified, it is included, abiding by the Excessive Use Section on the Acceptable Use Policy; 4. Replication License. Replication licensing per protected Virtual Machine as specified in the Order; and 5. Business Models. Storage is available in a Reserved plus Burst model. CPU, RAM and Bandwidth are available in a Burst model. 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Onboard ing the Customer into the Provider's Cloud Services by giving access to the service and guiding the Customer through the process of deploying the service; 2. Provide documentation, project management, and guiding the Customer through an initial set up; 3. Provide ongoing support and education on the Service at the Customer's request; 4. Creating Virtual Data Center(s) consisting of compute, memory, storage infrastructure, and network bandwidth per specifications detailed in the Order; 5. Maintainingthe underlying cloud infrastructure components such as compute, memory, storage and networking by following Provider's guidelines for managing these environments; 6. Providing the Customer with the URL and authentication credentials to access the Customer's Cloud Resources; 7. Assigning external and internal IP addresses for the Primary Site virtual router per Customer -provided requirements; 8. Assigning external and internal IP addresses for the Recovery Site virtual router per Customer -provided requirements; 9. Providing replication licensing and replication management for Virtual Machines as described in the Order as completed by the Customer; 10. Configuring protection at the Primary Site using the 11:11 Cloud -to - Cloud Recovery replication and retention policy of 24 hours of data retention for replicated servers at Recovery Site with replication frequency occurring once or more per hour between sites; 11. Creating Virtual Protection Groups, per environment, per vApp, and initiate replication on Virtual Machines selected for replication; 12. In case of Provider -assisted Failover, assisting the Customer with initiating Failover at -time -of -Disaster; 13. Maintaining exclusive control of system administration security (e.g. administrator or root) level access for Provider -managed firewall or load balancing infrastructure; 14. In the event of a Disaster and Failover to the Recovery Site, the Provider can, if needed, assist the Customer with Failback from Disasters to the Customer's Primary Site for additional i-Tech fees; 15. Re -advertise the Customer's IP Address Block from in case of Disaster; and 16. If the Customer is running the Standard Backups service defined in Section 3.1, in the event of either a failover or of a VM being active in the Recovery Site's virtual environment, the Provider will automatically begin backing up the Customer's live workloads within 24 hours. 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Unless specified on the Order, implementing dedicated physical or virtual network security appliance, managing Firewall(s) including but not limited to the configuration of Network Address Translation (NAT) Access List, Virtual Private Network (VPN), Dynamic Host Configuration Protocol (DHCP), Load Balancing, and static routing; 2. Providing compute, memory, storage and network requirements for each Virtual Data Center and creating Virtual Data Center network and role -based security policies; 3. If the Customer chooses to Seed Data, then the Customer must follow the Provider's then -current Data Seeding Guidelines; 4. Ensuring Virtual Machines match specifications as defined in the Provider's then -current Product Compatibility Matrix; 5. Maintaining operating systems and applications installed on the Customer's Virtual Machines or in the Customer's Virtual Data Center, including, but not limited to, patching, upgrades, updates and anti -virus software in accordance with industry best practices; 6. Fixing any problems resulting from upgrades to the Virtual Machines operating system; 7. Providing Virtual Machine and application log monitoring; 8. Providing support for operating systems and applications installed on the Customer -Managed Virtual Machines; 9. Informing the Provider at the time any of these changes occur in the Primary Site: 1. Adding a disk to a Virtual Machine or adding a Virtual Machine to a replicated vApp, 2. Shutting down Virtual Machine in a protected vApp for an extended period (< 5 minutes), 3. Deleting a Virtual Machine from a protected vApp, and 4. Increasing resource capacity in Primary Site in relation to replicated Virtual Machines without increasing Cloud Resources at Recovery site; 10. Initiating failover at -time -of -test and at -time -of -Disaster using the 11:11 Cloud Console; 11. In case of Provider -assisted Failover, declaring a Disaster affecting the Primary Site following the Provider's guidelines; and 12. If the Customer provisions Reserved Resources in excess of the specifications set out on the Order, the Customer hereby acknowledges that the Provider is not responsible for any performance degradation or errors caused by over allocation. 4. Service Levels. Recovery Time Objective (RTO) and Recovery Point Objective (RPO) SLAB are accessible at httos://www.1111 systems.com/legal/sla. 7. 11:11 Cloud Backup for Veeam Cloud Connect. The terms and conditions of this Section 3.7 are applicable to each Order that includes 11:11 Cloud Backup for Veeam Cloud Connect services. 1. Resources. 1. Storage and Bandwidth. The Cloud Resources that comprise the 11:11 Cloud Backup for Veeam Cloud Connect service include Archive Storage along with embedded unlimited incoming and outgoing network bandwidth as described in the Order. Unlimited network bandwidth shall be subject to Section 3.7.4 below; 2. Licensing. Veeam Cloud Connect licensing is included in the service on the Target Site; 3. Insider Protection. The Provider offers Veeam Insider Protection service to the Customer if purchased on the Order. This service feature is not available for service subscription Item Numbers and/or Data Centers identified in the Order with the reference "PC1 "; and 4. Business Models. Storage is available in a Reserved model only. 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Providing pool of Cloud Storage, Veeam Cloud Connect licensing, and network bandwidth at Target Site per specifications detailed in the Order; 2. Maintaining Target Site Cloud Storage infrastructure including patching, upgrades and updates; 3. Creating Cloud Resources per specifications detailed in the Order; 4. Providing Customer the URL and authentication credentials to access the Customer's Cloud Resources; 5. Providing storage pool modification options to the Order as required by the Customer; 6. Providing up to two active connections between the backup server at the Source Site and the Cloud Resources at the Target Site per set of credentials. Additional active connections can be requested with the Provider's approval. All otherjobs running concurrently will sit idle until the job using the connection completes. The same set of credentials can be used to send to concurrent backups from different locations, or Source Sites to the same Target Site Alternatively, two different sets of credentials can be used to send backups concurrently from the same backup server at the Source Site; 7. Insider Protection. Providing the Customer with Insider Protection if purchased on the Order with the following parameters: 1. Retention. Insider Protection retention shall be set at 7 calendar days for the entire cloud repository, 2. Backup repositorv. After the Customer deletes a backup on a cloud repository, regardless if this was intentional, accidental or caused by malware, the backup file(s) will be moved from the cloud repository to a "recycle bin" folder on the Provider backup repository that's not accessible by the Customer. While backup metadata files are deleted from disk immediately, the Provider will retain only full and incremental backup files, 3. Repository quota. Backup files retained by the Provider shall not consume the Customer's cloud repository quota, as they are stored in a different folder only accessible by the Provider, and 4. Backup recovery. Should the Customer submit a request to the Provider to recover a backup via a support ticket along with the i-Tech fees for the professional services to perform the restoration tasks, the Provider shall locate the backup file(s) required for data restore in the "recycle bin" and pass it/them to the Customer over the network or on a portable drive on a best -effort basis; Once the support ticket is closed, the Provider shall delete the temporary copies of the backup files; 8. Cloud Backup Restore to 11:11 Cloud Services. Providing the Customer with the option to purchase a best -effort cloud restoration service of VMware backups to 11:11 Cloud Services at an additional cost using the backup file chain stored at the Target Site with the following parameters: The accuracy and success of the restoration depends on the reliability of the backup file chain backed up by the Customer, 2. The creation of Virtual Data Center(s) will consist of the specifications detailed in the relevant Order, 3. The network connectivity to the restored environment will be provided by the Provider, 4. The restoration shall be limited to repositories smaller than 20,000 GB, 5. The restoration shall be limited to VMware based environments, and 6. The Provider will start the restoration process within 24 hours after the Customer has both declared a Disaster by notifying the Provider and approved the new Order that contains the cloud resources required to run the workloads along with the i-Tech fees for the professional services required to perform the restoration tasks. This service feature is not available for service subscription Item Numbers and/or Data Centers identified in the Order with the reference "PC1 "; and 9. Backup immutability. Providing the Customer with 30 days of immutability with the following parameters: 1. Availability. 30 days of built in immutability is only available in Data Centers identified with the reference "PC1 ", 2. Retention. 30 days of immutability is applicable to any backup stored in the Veeam Cloud Connect Backup repository. Any backup created with a GFS policy, will remain immutable for the duration of the GFS retention, and 3. Reoository quota. Immutability storage overhead shall be accounted for when the solution is sized. This service feature is not available for service subscription Item Numbers and/or Data Centers identified in the Order with the reference "PC1 ". 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Providing the Provider with information reasonably required to fulfill its obligations, including without limitation backup requirement details; 2. Procuring, implementing, and configuring of the correct licensed versions of Veeam Cloud Connect software on the Machines as specified in the Provider's then -current Product Compatibility Matrix; 3. Configuring and performing of backups, recovery tasks, and Testing within the Veeam software installation; 4. Managing applicable Customer -controlled firewall(s) including but not limited to the configuration of Network Address Translation (NAT), Access List, Virtual Private Network (VPN), Dynamic Host Configuration Protocol (DHCP), and static routing in relation to the Customer's connectivity to the Target Site; 5. Fixing any problems resulting from upgrades to the Veeam Cloud Connect software; 6. Maintaining software (including without limitation the Veeam Cloud Connect software) on the Customer's machines including, but not limited to, patching, upgrades, updates and anti -virus software in accordance with industry best practices; 7. Ensuring the functioning of services or software running on the Customer's machines; 8. Providing support for operating systems and applications installed on the Customer's machines; 9. Promptly notifying the Provider if the Cloud Resources are hacked, accessed by a person lacking permission to access the Cloud Resources, or infected with a virus, worm or similar code; 10. Ensuring that during the term of the Order the Customer maintains enough bandwidth to ensure the continued successful backup of the data. The Customer acknowledges that the Provider is not in breach of the agreement if there is not enough bandwidth available at Source Site; 11. If the Customer provisions backup jobs in excess of the specifications set out on the Order, the Customer hereby acknowledges that the Provider is not responsible for any performance degradation, loss of backup data, or errors caused by over allocation; 12. Insider Protection. In case of requesting the Provider to recover a deleted backup: 1. Making the request via a support ticket, 2. Providing the Provider with the sufficient information about the deleted backup data so the Provider can locate the backup file(s) required for data restore, 3. Importing the full backup file(s) to the backup server on the Customer side, and 4. Restoring the data from the backup after successfully importing the backup file(s); 13. Cloud Backup Restore. In case of requiring a cloud backup restore: Declaring a Disaster by notifying the Provider and approving the Order that contains the cloud resources required to run the workloads along with the i-Tech fees for the professional services required to perform the restoration tasks; and 2. The Customer understands that restoring the environment from cloud backup files is a best -effort service and acknowledges that the Provider is not responsible for any performance degradation, loss of data, or errors on the VMware-based restored environment as the success of the restoration depends on the reliability of the backup file chain; This service feature is not available for service subscription Item Numbers and/or Data Centers identified in the Order with the reference "PC1 "; and 14. Encryption at Rest. The Customer may optionally configure encryption for backup data using the Veeam software prior to transmitting the data to the Provider. Encryption of backup data shall be automatically enforced for service subscription Item Numbers and/or Data Centers identified in the Order with the reference "PC1 ". 4. Data Egress 1. Data egress charges are included if usage patterns are deemed reasonable for the service offering. Reasonable data egress shall mean allowed egress of up to 50% of total stored data, measured in GB per month per region, within the Customer account; and 2. The Provider reserves the right to charge for any data egress exceeding the reasonable data egress standard above. 8. 11:11 DRaaS for Veeam. The terms and conditions of this Section 3.8 are applicable to each Order that includes 11:11 DRaaS for Veeam services, regardless as to whether the Order for public or private cloud services. 1. Resources. 1. Storage and Bandwidth (Public or Private). The Cloud Resources that comprise the 11:11 DRaaS for Veeam service include Accelerated and/or SSD Storage along with embedded unlimited incoming and outgoing network bandwidth as described in the Order; 2. CPU & RAM: 1. Public. These Cloud Resources are available as Shared Resources as specified in the Order; and 2. Private. These Cloud Resources are available as Dedicated Resources as specified in the Order. The Provider is responsible for architecting and deploying CPU & RAM in a high availability configuration; 3. Licensing (Public or Private). Veeam Cloud Connect licensing is included in the service on the Recovery Site; 4. Business Models (Public or Private). Cloud Resources are available in either Reserved, Burst, or Reserved plus Burst models as specified in the Order. The business model available depends on whether the Customer has a vCenter based environment or a vCloud Director based environment; vCenter based environments (legacy) -Storage is available in a Reserved model only. CPU and RAM are available in Burst model only, and 2. vCloud Director based environments -shared Cloud Resources (including Storage, CPU, and RAM) are available in either Reserved or Reserved plus Burst models; and 5. Overhead (Private only). The Customer acknowledges that all applications and hypervisors require some amount of overhead resource capacity in order to run optimally. The Customer agrees that the Dedicated Resources on the Order will be used for the overhead capacity of the Customer's applications/hypervisor and that it is the sole responsibility of the Customer to ensure sufficient resources exist. 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Onboarding the Customer into the Provider's Cloud Services by giving access to the service and guiding the Customer through the process of deploying the service; 2. Provide documentation, project management, and demonstrate the failover steps for a full site failover to the Customer on the Provider's test environment. In the event that a Customer would like the Provider to assist with design, implementation or testing of a partial site failover, additional i-Tech fees will apply; 3. Provide ongoing support and education on the service at the Customers' request; 4. Creating Virtual Data Center(s) for recovering VMware based workloads, consisting of compute, memory, storage infrastructure, per specifications detailed in the Order; 5. Maintainingthe underlying cloud infrastructure components such as compute, memory, storage and networking by following the Provider's guidelines for managing these environments; 6. Assigning external and internal IP addresses for the Recovery Site virtual router per the Customer -provided requirements; 7. Providing the Customer the URL and authentication credentials to access the Customer's Cloud Resources; 8. Providing up to two active connections between the replication server at the Primary Site and the Cloud Resources at the Recovery Site per set of credentials. Additional active connections can be requested with the Provider's approval. All otherjobs running concurrently will sit idle until the job using the connection completes; 9. In case of Provider -assisted Failover, assisting the Customer with initiating Failover at -time -of -Disaster; and 10. In the event of a Disaster and Failover to the Recovery Site, the Provider can, if needed, assist the Customer with Failback from Disasters to the Customer's Primary Site for additional i-Tech fees. 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Procuring, implementing, and configuring of the correct licensed versions of Veeam Cloud Connect software on the Machines as specified in the Provider's then -current Product Compatibility Matrix to enable the Secure DRaaS for Veeam Service from the Customer's Premises; 2. Ensuring that only VMware based workloads are replicated to the Provider and that the Virtual Machine environment matches specifications as defined in the Provider's then -current Product Compatibility Matrix; 3. Configuring compute, memory, storage and network requirements for each Veeam Hardware Plan and/or Veeam Failover Plan(s), and initiating Veeam replication jobs to the Provider; 4. Unless specified on the Order, implementing dedicated physical or virtual network security appliance, managing Firewall(s) including but not limited to the configuration of Network Address Translation (NAT) Access List, Virtual Private Network (VPN), Dynamic Host Configuration Protocol (DHCP), Load Balancing, and static routing; 5. Notifying the Provider before making any changes to the Primary site that might affect the DRaaS service, including, but not limited to, any upgrades or patches to Veeam, the underlying virtualization layer, or the network. The Customer notes that any such actions could break the ability of the Service to function; 6. If the Customer chooses to Seed Data from the Primary site, following the Provider's then -current Data Seeding Guidelines; 7. Creating and testing Recovery Plan; 8. Initiating Failover at -time -of -test and at -time -of -Disaster; 9. In case of Provider -assisted Failover, declaring a Disaster via a support ticket; 10. Monitoring available storage in Veeam Cloud Connect Repository to ensure the Service will continue to function properly; 11. Maintaining operating systems and applications installed on the Customer's Virtual Machines or in the Customer's Virtual Data Center, including, but not limited to, providing support, patching, upgrades, updates and anti -virus software in accordance with industry best practices; 12. Providing Virtual Machine and application log monitoring; 13. The Customer understands that Testing can be stopped by the Provider in the event that a Testing event has run long enough to impact replication or the underlying infrastructure; 14. In the event of a Disaster and Failover to the Recovery Site, in order for the Customer to Failback to the Primary Site, the Customer needs to recreate the original environment in the Primary Site by providing similar compute, memory, storage and network resources, and Virtual Machines on the Customer's hosts, enable site peering to Recovery Site, set up and configure Recovery Groups before replicating data from Recovery Site. The Customer is responsible for paying the associated i-Tech fees if assistance from the Provider is required; 15. Promptly notifying the Provider if the Cloud Resources are compromised, accessed by a person lacking permission to access the Cloud Resources, or infected with a virus, worm or similar malicious code; 16. Ensuring that there is enough bandwidth at Primary Site to enable initial replication and successive incremental changes of data to Recovery Site; 17. Ensuring that there are enough Cloud Resources at Recovery site in relation to replicated Virtual Machines from Primary Site; 18. If the Customer provisions replication jobs in excess of the specifications set out on the Order, the Customer hereby acknowledges that the Provider is not responsible for any performance degradation or errors caused by over allocation; 19. Defining, configuring and managing the required number of restore points stored as part of each replication job; and 20. If using Veeam Continuous Data Protection (CDP), installing and maintaining Veeam CDP proxy servers and Veeam CDP software installed on the VMware ESXi Servers. 4. Encryption. Providing the Customer with Storage Encryption with the following parameters: Storage Encryption. Storage is encrypted at rest with AES-256 in XTS cipher mode with FIPS 140-2 approved algorithms; 2. VM Encryption: 1. The Provider offers encryption on a per VM or per volume basis, and is available to the Customer if purchased on the Order, 2. The Customer agrees and understands that when running VM Encryption some features in the 11:11 Cloud Console that require access to the Customer's VMs may not function or provide information, since the Customer's VM will be encrypted, and 3. VM Encryption encrypts data using AES-128/256 algorithms and allows the Customer to manage the encryption keys. The Customer understands that the Provider has no access to encryption keys. 5. Security Features (applicable to vCloud director based environments only). The 11:11 Cloud Console performs the following function: 1. Vulnerability Scanning. Assesses systems, networks and applications for weaknesses and detects known and zero day attacks. Examines all incoming and outgoing traffic for protocol deviations, policy violations, or content that signals an attack. The weekly predefined scan generates a report which is added to the historical data; and 6. Service Levels Recovery Time Objective (RTO) and Recovery Point Objective (RPO) SLAs are accessible at httos://www.1111 systems.com/legal/sla. 9. 11:11 Secure DRaaS for Veeam. The terms and conditions of this Section 3.9 and, to the extent not inconsistent with this Section 3.9, Section 3.8, are applicable to each Order that includes 11:11 Secure DRaaS for Veeam services, regardless as to whether the Order for public or private cloud services. 1. Security Features (applicable to vCloud director based environments only). Providing the Customer with the following Security Features: 1. The Provider offers internal and external vulnerability scanning and reporting on the Customer's public Internet facing IPv4 address blocks and presents the information in the 11:11 Cloud Console; 2. The 11:11 Cloud Console performs the following functions, if enabled, and displays them in reports. In order to enable some features, a software agent may be required to be loaded on the Virtual Machine: Vulnerability Scannin::. Assesses systems, networks and applications for weaknesses and detects known and zero day attacks. Examines all incoming and outgoing traffic for protocol deviations, policy violations, or content that signals an attack. There are 2 types of scanning available: 1. Weekly predefined scan and report, and 2. On -demand scan that generates new reports ad -hoc, 2. Malware Detection. Detects malware, viruses, spyware, trojans, and other malware, 3. Firewall. Bidirectional host -based stateful firewall that audits all traffic incoming and outgoing from the VM, 4. Configuration Auditing. Checks that IT assets are compliant with the Provider's policies and standards, 5. Comaliance Resorts. Provides logs and data necessary to fulfill audit requirements, 6. Web Application Scanning. Discovers web server and services weaknesses and OWASP vulnerabilities, and 7. Integrity Monitoring. Monitors critical operating system and application files, such as directories, registry keys, and values, to detect and report malicious and unexpected changes in real time; and 3. The information contained within the reports are intended solely to identify threats, vulnerabilities, and statuses of the Cloud environment components, and is provided "as is" without warranty of any kind, express or implied, including but not limited to warranties for fitness of purpose. The Provider does not warrant the completeness of accuracy of the report, nor does it make any recommendations based on the findings noted herein. 10. 11:11 DRaaS for Zerto. The terms and conditions of this Section 3.10 are applicable to each Order that includes 11:11 DRaaS for Zerto services, regardless as to whether the Order for public or private cloud services. 1. Resources. 1. Storage (Public or Private). The types of storage available are Advanced, and/or SSD. Storage purchased by the Customer includes both protected data and Zerto Journal data; Zerto Journal data may not be displayed on the 11:11 Cloud Console, but the Customer is still responsible for paying for this storage and may request a report from the Provider if required. Storage types comprising the environment are specified in the Order; 2. CPU & RAM. 1. Public. These Cloud Resources are available as Shared Resources as specified in the Order; and 2. Private. These Cloud Resources are available as Dedicated Resources as specified in the Order. The Provider is responsible for architecting and deploying CPU & RAM in a high availability configuration; 3. Bandwidth (Public or Private). Bandwidth is available as a Shared Resource as specified in the Order. On Orders where network bandwidth is not specified, it shall be considered to be embedded in storage; 4. Replication License (Public or Private). Replication licensing per protected Virtual Machine as specified in the Order. On Orders where replication licensing is not specified, it shall be considered to be embedded in storage; 5. Business Models (Public or Private). Cloud Resources are available in either Reserved or Reserved plus Burst models as specified in the Order; and 6. Overhead (Private only). The Customer acknowledges that all applications and hypervisors require some amount of overhead resource capacity in order to run optimally. The Customer agrees that the Dedicated Resources on the Order will be used for the overhead capacity of the Customer's applications/hypervisor and that it is the sole responsibility of the Customer to ensure sufficient resources exist. 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. On boarding the Customer into the Provider's Cloud Services by giving access to the service and guiding the Customer through the process of deploying the service; 2. Provide documentation, project management, and demonstrate the failover steps for a full site failover to the Customer on the Provider's test environment. In the event that a Customer would like the Provider to assist with design, implementation or testing of a partial site failover, additional i-Tech fees will apply; 3. Provide ongoing support and education on the Service at the Customers' request; 4. Creating Virtual Data Center(s) consisting of compute, memory, storage infrastructure, and network bandwidth per specifications detailed in the Order; 5. Maintaining the underlying cloud infrastructure components such as compute, memory, storage and networking by following the Provider's guidelines for managing these environments; 6. Providing the Customer with the URL and authentication credentials to access the Customer's Cloud Resources; 7. Assigning external and internal IP addresses for the Recovery Site virtual router per the Customer -provided requirements; 8. Providing Zerto Cloud Connector; 9. Providing Zerto replication licensing for Virtual Machines as defined in the Provider's then -current Product Compatibility Matrix; 10. In case of Provider -assisted Failover, assisting Customer with initiating Failover at -time -of -Disaster; 11. In the event of a Disaster and Failover to the Recovery Site, the Provider can, if needed, assist the Customer with Failback from Disasters to Customer Primary Site for additional i-Tech fees; and 12. If the Customer is running the Standard Backups service defined in Section 3.1, in the event of either a failover or of a VM being active in the Recovery Site's virtual environment, the Provider will automatically begin backing up the Customer's live workloads within 24 hours. 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Unless specified on the Order, implementing dedicated physical or virtual network security appliance, managing Firewall(s) including but not limited to the configuration of Network Address Translation (NAT) Access List, Virtual Private Network (VPN), Dynamic Host Configuration Protocol (DHCP), Load Balancing, and static routing; 2. Providing compute, memory, storage and network requirements for each Virtual Data Center and creating Virtual Data Center network and role -based security policies; 3. Ensuring that only VMware based Workloads are replicated to the Provider and that the Virtual Machine environment matches specifications as defined in the Provider's Product Compatibility Matrix. By purchasing this product, the Customer specifically acknowledges that Hyper-V Workloads are not supported; 4. Creating Virtual Machines for Zerto Virtual Manager (ZVM), downloading and installing ZVM software and Zerto Virtual Replication Appliance (ZvRA) on Customer hosts; 5. Configuring Zerto Protection at the Primary Site; Creating Recovery Groups and initiating replication on Virtual Machines selected for replication; 6. Notifying the Provider before making any changes to the Primary site that might affect the DRaaS service, including but not limited to, any upgrades or patches to Zerto, the underlying virtualization layer, or the network. The Customer hereby acknowledges that any such actions could break the ability of the Service to function; 7. If the Customer chooses to Seed Data, then the Customer must follow the Provider's then -current Data Seeding Guidelines; 8. Ensuring Virtual Machines match specifications as defined in the Provider's then -current Product Compatibility Matrix; 9. Creating and testing Recovery Plan; 10. Initiating Failover at -time -of -test and at -time -of -Disaster; 11. In case of Provider -assisted Failover, declaring a Disaster following the Provider's guidelines; 12. Ordering additional Zerto licenses when new VMs are added; 13. Maintaining operating systems and applications installed on the Customer's Virtual Machines or in the Customer's Virtual Data Center, including, but not limited to, providing support, patching, upgrades, updates and anti -virus software in accordance with industry best practices; 14. Providing Virtual Machine and application log monitoring; 15. The Customer understands that Testing can be stopped by the Provider in the event that a Testing event has run long enough to impact replication or the underlying infrastructure; 16. In the event of a Disaster and Failover to the Recovery Site, in order for the Customer to Failback to the Primary Site, the Customer needs to recreate the original environment in the Primary Site by providing similar compute, memory, storage and network resources, Virtual Machines, Zerto Virtual Manager (ZVM) and Zerto Replication Appliance (ZvRA) on the Customer's hosts, enable site peering to Recovery Site, set up and configure Recovery Groups before replicating data from Recovery Site. The Customer is responsible for paying the associated i-Tech fees if assistance from the Provider is required; 17. Promptly notifying the Provider if the Cloud Resources are compromised, accessed by a person lacking permission to access the Cloud Resources, or infected with a virus, worm or similar malicious code; 18. Informing the Provider at the time any of these changes occur in the Primary Site: Adding a Virtual Machine to a replicated vApp that exceeds the maximum number of Zerto replication licensing specified on the Order; 2. Increasing resource capacity in Primary Site in relation to replicated Virtual Machines without increasing Cloud Resources at Recovery site; and 3. Defining, configuring and managing the required journal retention setting within each VPG. 19. Ensuring that there is enough bandwidth at Primary Site to enable initial replication and successive incremental changes of data to Recovery Site; 20. If the Customer provisions Reserved Resources in excess of the specifications set out on the Order, the Customer hereby acknowledges that the Provider is not responsible for any performance degradation or errors caused by over allocation; and 21. Defining, configuring and managing the required journal retention setting within each VPG. 4. Encryption. 1. VM Encryption. The Provider offers encryption on a per VM or per volume basis, and is available to the Customer if purchased on the Order, 2. The Customer agrees and understands that when running VM Encryption some features in the 11:11 Cloud Console that require access to the Customer's VMs may not function or provide information, since the Customer's VM will be encrypted, and 3. VM Encryption encrypts data using AES-128/256 algorithms and allows the Customer to manage the encryption keys. The Customer understands that the Provider has no access to encryption keys. 5. Security Features. The 11:11 Cloud Console performs the following function: 1. Vulnerability Scanning. Assesses systems, networks and applications for weaknesses and detects known and zero day attacks. Examines all incoming and outgoing traffic for protocol deviations, policy violations, or content that signals an attack. The weekly predefined scan generates a report which is added to the historical data. 6. Service Levels. Recovery Time Objective (RTO) and Recovery Point Objective (RPO) SLAs are accessible at httos://www.1111 systems.com/legal/sla. 11. 11:11 Secure DRaaS for Zerto. The terms and conditions of this Section 3.11 and, to the extent not inconsistent with this Section 3.11, Section 3.10, are applicable to each Order that includes 11:11 Secure DRaaS for Zerto services, regardless as to whether the Order for public or private cloud services. 1. Resources. 1. Storage. The types of storage available are Accelerated, and/or SSD. Storage purchased by the Customer includes both protected data and Zerto Journal data; Zerto Journal data may not be displayed on the 11:11 Cloud Console, but the Customer is still responsible for paying for this storage and may request a report from the Provider if required. Storage types comprising the environment are specified in the Order. 2. Encryption. 1. StoraLse Encryption. Storage is encrypted at rest with AES-256 in XTS cipher mode with FIPS 140-2 approved algorithms. 3. Security Features. 1. The Provider offers internal and external vulnerability scanning and reporting on the Customer's public Internet facing IPv4 address blocks and presents the information in the 11:11 Cloud Console; 2. The 11:11 Cloud Console performs the following functions, if enabled, and displays them in reports. In order to enable some features, a software agent may be required to be loaded on the Virtual Machine: Vulnerability ScanninLl. Assesses systems, networks and applications for weaknesses and detects known and zero day attacks. Examines all incoming and outgoing traffic for protocol deviations, policy violations, or content that signals an attack. There are 2 types of scanning available: 1. Weekly predefined scan and report, and 2. On -demand scan that generates new reports ad -hoc, 2. Malware Detection. Detects malware, viruses, spyware, trojans, and other malware, 3. Firewall. Bidirectional host -based stateful firewall that audits all traffic incoming and outgoing from the VM, 4. Configuration Auditing. Checks that IT assets are compliant with the Provider's policies and standards, 5. Compliance Resorts. Provides logs and data necessary to fulfill audit requirements, 6. Web Application Scanning. Discovers web server and services weaknesses and OWASP vulnerabilities, and 7. Integrity Monitoring. Monitors critical operating system and application files, such as directories, registry keys, and values, to detect and report malicious and unexpected changes in real time; and 3. The information contained within the reports are intended solely to identify threats, vulnerabilities, and statuses of the Cloud environment components, and is provided "as is" without warranty of any kind, express or implied, including but not limited to warranties for fitness of purpose. The Provider does not warrant the completeness of accuracy of the report, nor does it make any recommendations based on the findings noted herein. 12. 11:11 Secure DRaaS Carbonite Availability (formerly known as DoubleTake). The terms and conditions of this Section 3.12 are applicable to each Order for 11:11 Secure DRaaS with Carbonite Availability. The Customer acknowledges that this product requires that the services listed in Section 3.1 or 3.2 to be deployed in conjunction with it. 1. Resources. 1. Replication License. Either Physical or Virtual Edition Replication Licenses as described in the Order; 2. Business Models. Replication licenses are available in a per job Reserved model with two options as described in the Order: 1. Constant replication, or 2. Migration only. 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Onboard ing the Customer into the Provider's DRaaS with Carbonite Availability service by guiding the Customer through the process of deploying the service; 2. Building target VMs for each server requiring replication with Carbonite Availability; 3. Deploying the Carbonite Availability agent and Carbonite Availability Metered Usage (DTMU) on each target VM for licensing purposes; 4. Deploying a Carbonite Availability management server in the Provider's hosted infrastructure to act as the management console for the customer; 5. Providing the Customer with a URL to download the Carbonite Availability agent and the corresponding license keys; 6. Assisting the Customer insetting up replication jobs utilizing the Carbonite Availability management server; 7. Providing documentation, project management, and demonstrate the DR failover steps to the Customer and successfully test failover; 8. In case of Provider -assisted Failover, assisting the Customer with initiating Failover at -time -of -Disaster; and 9. In the event of a Disaster and Failover to the Recovery Site, the Provider can, if needed, assist the Customer with Failback from Disasters to the Customer's Primary Site for additional i-Tech fees. 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Providing the Provider with information reasonably required to fulfill its obligations, including without limitation backup requirement details; 2. Ensuring that only VMware based workloads are replicated to the Provider and that the Virtual Machine environment matches specifications as defined in the Provider's then -current Product Compatibility Matrix. By purchasing this product, the Customer specifically acknowledges that Hyper-V workloads are not supported; 3. Downloading and installing the Carbonite Availability agent on each of the source servers that require replication; 4. Working with the Provider to setup replication jobs utilizing the Carbonite Availability management server; 5. Unless specified on the Order, implementing dedicated physical or virtual network security appliance and managing Firewall(s) including, but not limited to, the configuration of Network Address Translation (NAT) Access List, Virtual Private Network (VPN), Dynamic Host Configuration Protocol (DHCP), Load Balancing, and static routing; 6. Notifying the Provider before making any changes to the Primary site that might affect the DRaaS service, including any upgrades or patches to Carbonite Availability, the underlying virtualization layer, the replication jobs, or the network. The Customer hereby acknowledges that any such actions could break the ability of the Service to function; 7. Initiating Failover at -time -of -test and at -time -of -Disaster; 8. In case of Provider -assisted Failover, declaring a Disaster via a support ticket; 9. Monitoring available storage in the hosted environment to ensure the Service will continue to function properly; 10. Maintaining operating systems and applications installed on the Customer's Virtual Machines or in the Customer's Virtual Data Center, including, but not limited to, patching, upgrades, updates and anti -virus software; 11. Promptly notifying the Provider if the Cloud Resources are compromised, accessed by a person lacking permission to access the Cloud Resources, or infected with a virus, worm or similar malicious code; 12. Ensuring that there is enough bandwidth at Primary Site to enable initial replication and successive incremental changes of data to Recovery Site; 13. Ensuring that during the term of the Order the Customer maintains enough bandwidth to ensure the continued successful replication of the data. The Customer acknowledges that the Provider is not in breach of the agreement if there is not enough bandwidth available at Primary Site; and 14. If the Customer provisions replication jobs in excess of the specifications set out on the Order, the Customer hereby acknowledges that the Provider is not responsible for any performance degradation or errors caused by over allocation and the Customer may incur in additional costs to cover the additional licenses. 13. Bare Metal Infrastructure. The terms and conditions of this Section 3.13 are applicable to each Order that includes 11:11 Bare Metal Infrastructure. 1. Resources. 1. Bare Metal Resources. CPU, RAM, Local Storage, Networking Backplane and Redundant Power comprise the Bare Metal server in the form of a blade or physical appliance as described in the Order; and 2. Business Models. Bare Metal resources are available in Reserved model. 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Providing Bare Metal resources as specified on the relevant Order; 2. Providing to the Customer Root Administrator access to the Bare Metal Server; 3. Providing to the Customer, upon request via support ticket, Graphic Console access; 4. Using commercially reasonable efforts to power on and ensure connectivity to the Bare Metal resources before handoff to the Customer; and 5. Using commercially reasonable efforts to provide first and second tier support to ensure the connectivity of the Bare Metal resources. 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Unless specified on the Order, implementing dedicated physical or virtual network security appliance, managing Firewall(s) including but not limited to the configuration of Network Address Translation (NAT) Access List, Virtual Private Network (VPN), Dynamic Host Configuration Protocol (DHCP), Load Balancing, and static routing; 2. Selecting and securing the appropriate authentication procedures to allow access to the Bare Metal server OS and applications residing in it; 3. Following the Provider's then -current Data Seeding Guidelines if the Customer chooses to seed data; 4. Maintaining operating systems and applications installed on the Bare Metal server(s), including, but not limited to, patching, upgrades, updates and anti -virus software in accordance with industry best practices; 5. Fixing any problems resulting from upgrades to the Bare Metal server operating system; 6. Providing Bare Metal server and application log monitoring; 7. Providing support for operating systems and applications installed on the Bare Metal server(s); 8. Maintaining all backups for all Customer data residing on the Bare Metal servers; and 9. If the Customer provisions Reserved Resources in excess of the specifications set out on the Order, the Customer hereby acknowledges that the Provider is not responsible for any performance degradation or errors caused by over allocation. 14. 11:11 Cross Connects. The terms and conditions of this Section 3.14 are applicable to each Order that includes 11:11 Cross Connect services. 1. Resources 1. Cross Connect Resources. Copper or Fiber Cross Connects as described in the Order; 2. Business Models. Colocation resources are available in Reserved Resources model; and 3. The Provider does not include any rack space as part of the Cross Connect service 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Patching in the Provider's side of the cross connect up to the Demarcation Point: On Cross Connects which media type is fiber, the Provider will supply a single -mode fiber optic patch cable to connect the cross connect to the Provider's switching infrastructure, unless otherwise specified on the Order, or 2. On Cross Connects which media type is copper, the Provider will supply a 1000Base-LX patch cable to connect the cross connect to the Provider's switching infrastructure; and 2. Supporting port configurations of 1 GB or 10 GB. 3. Customer's and/or Carrier's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Ensuring that the Carrier has a presence in the specific Provider's Data Center where the Cross Connect will be deployed as described in the Order. The Carrier's presence should be within the acceptable range of the media type relative to the Provider's presence within the Data Center; 2. Managing the relationship with the Carrier; 3. Providing the Provider with a signed Letter of Authorization (LOA), using the Carrier's letterhead, authorizing the Provider and the Data Center to connect the Carrier's Equipment to the cross connect with the following information: 1. Data Center address, 2. Authorization excerpts —referencing the Provider to complete the work, 3. Demarcation location (ports included), 4. Media type, and 5. Connector type; 4. The Customer and the Customer's Carrier shall be responsible for all circuit provisioning up to the Carrier Demarcation Point. This includes but is not limited to all the necessary access, timelines for completion, installation, and any other relevant items; and 5. Contacting their Carrier and request that the cross connect be patched in. 15. 11:11 Shared Colocation. The terms and conditions of this Section 3.15 are applicable to each Order that includes 11:11 Shared Colocation services. 1. Resources. 1. Colocation Resources. Cabinet or Rack Units, Power, Bandwidth and Networking components comprise the Colocation service as described in the Order; and 2. Business Models. Colocation resources are available in Reserved model. 2. Grant of License. The Provider hereby grants to the Customer the right to use the Colocation Rack Space for the placement of Provider -Supplied Equipment and/or Customer -Provided Equipment during the term of the Order on the terms and subject to the conditions set out in this Schedule, provided that the Provider retains the right to access the Colocation Rack Space for any legitimate business purpose at anytime. 3. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Use commercially reasonable efforts to prepare any Colocation Rack Space to the relevant Specifications set in the Statement of Work (SOW) and/or the Order on or before the relevant Commencement Date; 2. Once the Customer provides the tracking information for the Equipment upon shipment, the Provider will alert the Data Center of the shipment to ensure acceptance; 3. Install the Equipment after it has arrived at the Data Center according to the cabling diagram provided by the Customer; 4. Using commercially reasonable efforts to power on and ensure connectivity to the Equipment. On Customer -Provided Equipment, issues on the pre -configuration shall result in project timeline delays and the Customer may incur in additional costs to cover the additional time; 5. The Provider shall not in any case be liable for any type of downtime, connectivity failure, or service interruption and SLA shall not be applied for any of the following: 1. Full or partial failure in the Customer -Provided Equipment, 2. Misconfiguration of the Customer -Provided Equipment, and 3. Failure in any external Customer -Provided Carrier; 6. To the extent legally practicable, assign to the Customer any warranty received by the Provider from the manufacturer of the Provider -Supplied Equipment to allow the Customer to pursue a remedy from such manufacture in respect of defects in the Provider - Supplied Equipment. Other than as set out in the previous sentence, the Provider -Supplied Equipment shall be provided for Customer's use "as is", with all faults and the Provider hereby disclaims all implied warranties including, without limitation, warranties of merchantability, fitness for a specific purpose, and warranties of satisfactory quality in respect of the Provider -Supplied Equipment; and 7. The Provider shall not grant physical access to the Customer into the Data Center. Shall the Customer require physical access to the Equipment, the Provider will coordinate with the Customer and schedule remote hands services to gain physical access. 4. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Ensure that any Customer -Provided Equipment sent out to the Provider is in good working conditions in accordance with prevailing industry standards throughout the term of the relevant Colocation Order such that the Customer -Provided Equipment does not damage any other property within the Colocation Rack Space, Colocation Area or Data Center. The Provider shall have the right to take such actions, without liability under this Schedule, the Agreement or the Colocation Order, as are reasonably necessary to protect property in the Data Center from harm caused by the Customer -Provided Equipment, including without limitation by disconnecting the Equipment, if the Provider in its reasonable discretion believes that the Equipment poses a threat of damage to property within the Data Center; 2. Ensure that any Customer -Provided Equipment sent out to the Provider is preconfigured with relevant information in such a way that the Customer can access them remotely as they are racked and cabled; 3. Ensure that the Customer -Provided Equipment does not rely on Wi- Fi or radio frequency (RF) as it is not permitted; 4. Ensure that the Customer -Provided Equipment supports dual power connected to redundant A+B power circuits. In the event of a power outage, the Provider shall not be liable for any power failure to the Customer -Provided Equipment if such Customer -Provided Equipment does not support redundant power supply or if the Customer does not provide the necessary cables to connect the redundant power supply; 5. Provide a cabling diagram that includes a physical view of each port of the Equipment that needs to be plugged; 6. Ensure that the Customer -Provided Equipment is properly labeled; 7. Provide all the necessary network patch and power cables; 8. Provide the tracking information for the Customer -Provided Equipment upon shipment; 9. In the event that the Customer -Provided Equipment fails: 1. The Customer is responsible for troubleshooting the Equipment, 2. The Customer is responsible for applying any warranty with the manufacturer to pursue a remedy from such manufacture in respect of defects in the Customer -Provided Equipment, and 3. If a replacement is required, the Customer shall be responsible for, but not limited to, the costs and management of the removal, packaging, and logistics of the Customer -Provided Equipment and the corresponding replacement. The Provider shall not be liable for any loss of data or hardware, or damage incurred by the Customer arising out of the Provider's disconnection, removal, or disposal of the Customer -Provided Equipment if the Customer fails to respond after several communication attempts from the Provider. The obligations of this Section 3.14.4 are applicable to the Customer -Provided Equipment that shall act as a replacement and managed under a new Order. 10. In the event that a Colocation Order is terminated, the Customer shall be financially responsible for the disconnection, removal, packaging, logistics, and/or disposal of Customer -Provided Equipment. If the Customer leaves Customer -Provided Equipment in the Provider's Data Center for thirty (30) days after the termination of a Colocation Order, the Provider reserves the right to dispose of any such hardware and shall not be liable to the Customer for any associated loss of data or hardware. 5. Risks. 1. Power. If the Customer does not purchase redundant power or if any of the Customer -Provided Equipment does not support redundant power, the Customer is at risk if a power failure occurs. Provider's best practice recommendation is to purchase redundant power and to utilize the Customer -Provided Equipment that supports redundant power; 2. Rack Mounting. The Equipment cannot be racked back to back, such that the rear of two devices are facing each other in the middle of a rack. Only one device shall be used per shelf or unit (U). If the Provider finds that the Customer did not supply the rack -mounting materials, or the Customer -Provided Equipment is not rack - mountable and an additional shelf or tray is needed to securely mount the Equipment to the rack, the Customer shall incur an additional cost to correctly rack the equipment and the project timeline may be delayed while additional colocation space is allocated; 3. Shelves. If the Customer uses a shelf and the combined height of the Customer -Provided Equipment and shelf use more than the allotted space, the Customer shall incur an additional cost for additional U(s). The project timeline shall also be delayed while additional colocation space is allocated; 4. ShiDDing. All Customer -Provided Equipment that is shipped must follow the Provider's Shipping Process and must be handled through the Provider's project manager. This ensures the Provider's ability to effectively track the Equipment to ensure it does not get lost. If the Equipment is shipped without following the Provider's shipping requirements or without the Provider's project managers involvement, the likelihood the Equipment is lost is increased; Reject Equipment. Provider reserves the right to reject any Customer -Provided Equipment that appears unsafe. In this event, the Customer -Provided Equipment will be shipped back to Customer and the project timeline shall be delayed while new hardware is shipped or a new solution is devised; 6. Equipment Size. If the Customer -Provided Equipment is larger than the space allocated, Provider shall increase the monthly cost and the project timeline may be delayed while additional colocation space is allocated; 7. Reauired Cables. It is the Customer's responsibility to ship the Customer -Provided Equipment with all required cables and to test the cables prior to shipping, ensuring they work as intended. If the Equipment is shipped with missing or defective cables, Customer shall be charged for the required cables and the corresponding Provider's i-Tech fee for any additional time required to install the cables, and the project timeline shall be delayed; and 8. ShiDDinq Materials. All shipping and packaging materials are destroyed once equipment arrives at the Data Center. The Provider will not return any boxes, manuals, packing materials, or any other items that are shipped. 6. Storage of Equipment. Following the request of the Customer, the Provider may, at its option, store Customer -Provided Equipment that the Customer intends to colocate in the Colocation Rack for not more than five days prior to the Commencement Date as a courtesy incidental to the license granted to the Customer by the Provider under this Schedule. The Provider will not charge the Customer a fee for such storage. Absent the Provider's gross negligence or intentional misconduct, the Provider shall have no liability to the Customer or any third -party arising from such storage services. If the Customer stores Customer -Provided Equipment for longer than ten days, the Provider may, but shall not be obligated to, return the Customer's equipment to the Customer without liability, at the Customer's sole cost and expense. 7. Changes. The Provider reserves the right to change from time to time, and at the Provider's cost, the location or configuration of the Colocation Rack Space in which the Customer -Provided Equipment and/or the Provider - Supplied Equipment is located, provided that the Provider shall not arbitrarily require such changes. The Provider and the Customer shall work in good faith to minimize any disruption in the Customer's services that may be caused by such changes in location or configuration of the Colocation Rack Space. 16. 11:11 Dedicated Colocation. The terms and conditions of this Section 3.16 are applicable to each Order that includes 11:11 Dedicated Colocation services and are accessible at httos://1111 systems.com/legal/1111-colocation-service-terms/ 17. Multi -Cloud Connect (formerly known as Zipline). The terms and conditions of this Section 3.17 are applicable to each Order that includes 11:11 Multi -Cloud Connect services. 1. Resources. 1. Multi -Cloud Connect Resources. Bandwidth, access to the elastic interconnection fabric based on a Software Defined Network, and a shared physical Cross Connect in the Provider's Data Center comprise the Multi -Cloud Connect connection as described in the Order; and 2. Business Models. Multi -Cloud Connect resources are available in a Reserved model. 2. Provider's Obligations. 1. Patching in the Provider's side of the Cross Connect up to the Demarcation Point; 2. Creating and maintaining a subscription to the elastic interconnection fabric based on a Software Defined Network service; 3. Creating and maintaining the required number of virtual Cross Connects to support Multi -Cloud Connect connectivity as defined in the Order; 4. Using commercially reasonable efforts to provide first and second tier support to ensure the performance and connectivity of the Multi - Cloud Connect resources; and 5. Escalating support request(s) on the Customer's behalf for tier 3 support, if performance or connectivity issues are determined to be on the Provider's side. 18. 11:11 Secure Cloud Backup for Microsoft 365. The terms and conditions of this Section 3.18 are applicable to each Order that includes 11:11 Secure Cloud Backup for Microsoft 365 services. The terms Office 365 and Microsoft 365 can be used interchangeably as they refer to the same service. 1. Resources. 1. StoraVe and Bandwidth. The Cloud Resources that comprise the Secure Cloud Backup for Microsoft 365 service include unlimited shared storage per user account along with embedded unlimited incoming and outgoing network bandwidth used for backup purposes; 2. Licensing. Veeam Backup for Microsoft Office 365 licensing is included in the service on the Provider's site, unless explicitly specified in the Order; 3. Business Models. All subscription licenses are sold peruser account in a Reserved plus Burst model as described in the Order according to the minimum license commitment and incremental guidelines specified by the Provider; and 4. Secondary Cooies. In addition to the standard subscription licenses, Customers could opt in for secondary copies of the data as described in the Order. Where applicable, location pairings between primary and secondary copies can be found in the Success Center article available at https://success.1111 systems.com/article/xUJITC. This service feature is only available for service subscription Item Numbers and/or Data Centers identified in the Order with the reference "PC1 ". 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Providing a user based cloud backup service comprised of cloud storage, Veeam Backup for Microsoft Office 365 licensing, unless explicitly specified in the Order and network bandwidth at the Provider's Site to store Microsoft 365 data per user account as specified in the Order; 2. Maintaining the Provider's Cloud Storage infrastructure including patching, upgrades and updates; 3. Providing the Customer the URL and authentication credentials to access the Microsoft 365 user's data via the Veeam Explorer applications through Veeam Cloud Connect; 4. During initial setup, assisting the Customer in creating an inclusion and exclusion groups that can be used in the backup jobs to manage user license counts; 5. Backing up Exchange Online mailbox items (email, calendar and contacts), as well as OneDrive for Business, SharePoint Online files and folders, and Teams data on the Microsoft 365 organization that hosts the licensed Microsoft 365 user accounts for, as specified by the Customer, either (a) the entire Microsoft 365 organization, or (b) a subset of Microsoft 365 users via an Active Directory security group. Each Microsoft 365 user account consist of the following objects: 1. A personal mailbox, 2. An online Archive mailbox, 3. OneDrive documents, 4. Personal SharePoint sites, and 5. Teams data; 6. Backing up Microsoft 365 items for shared and group mailboxes, group SharePoint sites, as well as user objects that do not have a Microsoft 365 license applied, without requiring an 11:11 Secure Cloud Backup for Microsoft 365 license, as specified by the Customer; 7. The Provider considers licensed users based on the requirements by object type as described in the Success Center article accessible at httos://success.1111 systems.com/articleNPXbCN. The Customer can designate specific user accounts for deletion from backups from the Provider's infrastructure; once all backups have been deleted for an account designated for deletion, the licenses associated with such deleted accounts can be reassigned by the Customer. 8. During initial setup, configuring and performing backups, that shall occur at least once a day; 9. Retaining backups while a Veeam Backup for Microsoft Office 365 License is assigned to a Microsoft 365 user according to the Customer's required retention policy during onboarding, for the primary and secondary copies, if applicable, and such retention policy will not affect the price specified in the Order. Shall the Customer require immutability for the secondary copy, its retention shall be linked directly to the retention policy since they are the same; and 10. Providing the following recovery options to the Customer: 1. Restoring Organization Mailbox, OneDrive, SharePoint, or Teams data, 2. Exporting Exchange mailbox objects to a PST file, 3. Saving Exchange email items as a Microsoft Exchange Mail Document (.msg) file, 4. Saving items as HyperText Markup Language (.html) files, 5. Sending items as attachments to specified recipients, and 6. Saving OneDrive, SharePoint, or Teams files and folders as a ZIP file. 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Providing a list of either (a) the entire Microsoft 365 organization's users, or (b) a subset of Microsoft 365 users via an Active Directory security group in addition to a list of Group SharePoint sites, and/or a list of Teams' teams that are to be protected by the Provider with 11:11 Secure Cloud Backup for Microsoft 365 licenses. If the Customer provides a subset of Microsoft 365 users in accordance with part (b) of the preceding sentence, the Customer shall be responsible for any charges associated to the mailboxes, documents, sites, and/or items selected explicitly or implicitly under the security group; 2. Providing the Provider with information reasonably required to fulfill its obligations, including, but not limited to, the Microsoft 365 organization name that contains the user accounts to back up, and a Microsoft 365 account with the following criteria and rights: 1. An account that belongs to the Microsoft 365 organization that shall be backed up. Having a mailbox in that organization is optional, 2. Role Management role. To grant Application Impersonation role, 3. Application lmpersonation role. To allow this role assignment, the account must be granted the Organization Management permission, 4. Organizations Configuration role. To manage role assignments, 5. View -Only Configuration role. To obtain the necessary organization configuration parameters, 6. View -Only Recipients role. To view mailbox recipients (required for job creation), 7. MailboxSearch or MailRecipients. To backup groups, 8. Global Administrator role, or the Share Point Administrator role. To connect to the Microsoft SharePoint organization, 9. This account may optionally use modern authentication including app ID, client secret and app password, and 10. Or this account may optionally use modern application authentication which will automatically configure the proper roles needed to connect to the service; 3. Procuring, implementing, and configuring of the correct licensed versions of Microsoft 365; 4. Procuring, implementing, and configuring an appropriate method of payment against the customer's Azure subscription to support any additional costs incurred by accessing data through Microsoft Graph API calls. Microsoft Teams channel chat data will include an additional charge imposed and collected by Microsoft. For more information please review our Success Center article available at httos://success.1111 systems.com/article/KcGTRO: 5. Ensuring the functionality of Microsoft 365 services and contacting Microsoft, or the Microsoft 365 reseller, for any type of support related to the Microsoft 365 service as the Provider is not responsible for this service including, but not limited to, performance, malfunction, or downtime; 6. During initial setup, informing the Provider if Teams channel chats are required to be backed up, as those are not backed up by default; 7. During initial setup, informing the Provider about the retention policy, and, when applicable, immutability; 8. Utilizing its own Microsoft 365 credentials, with the appropriate administration and impersonation permissions, to access the organization's data backups via the Veeam Explorer applications through Veeam Cloud Connect. This account shall use modern application authentication; 9. Configuring and performing self-service recovery tasks based on the recovery options listed by the Provider; 10. Promptly notifying the Provider if the Microsoft 365 service has been hacked, accessed by a person lacking permission to access the Microsoft 365 and/or the Microsoft 365 cloud backups stored at the Provider's site, or infected with a virus, worm or similar code; 11. Informing the Provider when a retention policy change needs to be made, except when immutability is present, since retention period and immutability period are the same, and cannot be changed once set; 12. Unless immutability is present, removing specific user accounts from backups and purging the user accounts from the Provider's infrastructure, so that the licenses associated with such deleted accounts can be revoked and potentially reassigned in order for the Customer to avoid incurring Burst charges for the then -current month. The Customer shall reduce license count prior to the end of the month or the Customer will be responsible for any applicable Burst Resource charges incurred for the then -current month; 13. Sorting specific user accounts into inclusion or exclusion groups as appropriate to manage licenses and prevent exceeding the contracted license count; 14. Monitoring daily service summary a -mails which may include information about backup job failures; 15. Rectifying anyjob failures related to something outside of the Providers control, which shall include, but not be limited to, credentials issues for accessing Microsoft 365. The Customer may contact the Provider for assistance in rectifying backup job failures; and 16. Updating existing backup job(s) or creating new ones subsequent to the initial setup. 4. Risks. 1. Redundant Backups. If the Customer is running multiple backups of their Microsoft 365 environment, either on-prem or with another cloud provider, the Customer acknowledges that there could be performance and/or data loss situations. These situations arise due to connectivity restrictions and rate limiting throttling that is set outside of the Provider's control. 5. Immutability. 1. This service feature is only available for service subscription Item Numbers and/or Data Centers identified in the Order with the reference "PC1 "; 2. By configuring immutability on backup jobs, data stored by such jobs won't be susceptible to alteration or deletion by neither the Customer nor the Provider during its retention period. The exception would be applicable only when the Customer wishes to stop consuming the services under this Section 3.18, by cancelling the corresponding Order, resulting in the removal of the entire Customer data associated to these services; 3. Immutability is optional and shall be configured during the initial setup as requested by the Customer. Immutability shall only be applicable to secondary copies; 4. The immutability period is determined by the retention period, which is linked to the retention period. Once it is set, it cannot be changed, or removed; 5. Unlimited retention for data that has been configured to be immutable is not supported; and 6. The ability to delete and purge users or data when immutability is present is not supported as it defeats the purpose. 19. 11:11 Cloud Object Storage. The terms and conditions of this Section 3.19 are applicable to each Order that includes 11:11 Cloud Object Storage services. 1. Resources. 1. Storage. bandwidth. operations. and fees on objects. The Cloud Resources that comprise the Cloud Object Storage service include shared storage along with embedded unlimited incoming and outgoing network bandwidth and unlimited operations on objects as described in the Order but shall be subject to Sections 3.19.5 and 3.19.6 below. Storage is represented in gibibytes (GiB), defined by the International Electrotechnical Commission (IEC) where 1 GiB is 2^30 bytes. Other representations may be found in different systems but shall refer to the same base2 unit, for example binary gigabytes (GB). Similarly, 1 TiB is 2^40 bytes, i.e. 1024 GiB; and 2. Business Model. Object Storage is available in a Reserved model, except for service subscription Item Numbers and/or Data Centers identified in the Order with the reference "PC1"where the model is Reserved plus Burst for the Standard Infrequent Access class plus a burst component on all non -contracted usage for operation costs and non -reserved storage classes. 2. Provider's Obligations. 1. Providing Cloud Storage and network bandwidth at Target Site as per specifications detailed in the Order; 2. Maintaining Target Site Cloud Storage infrastructure including patching, upgrades and updates; 3. Creating Cloud Resources as per specifications detailed in the Order; 4. Providing Customer the initial URL and Object Storage Access Credentials to access the Customer's Cloud Resources upon completion of the Order; 5. Providing storage modification options to the Order as required by the Customer; 6. Providing an industry -standard method of protecting, either through replication or erasure coding, of Customer data uploaded to the Provider's Cloud Object Storage at the Data Center described by the Order. For service subscription Item Numbers and/or Data Centers identified in the Order with the reference "PC1 ", data stored in any S3 storage class, except for the S3 One Zone Infrequent Access class, is always stored across a minimum of three Availability Zones; and 7. Non -Contracted burst charges. For service subscription item Numbers and/or Data Centers identified in the Order with the reference "PC1 ", Non -Contracted burst charges are based on AWS' then current rates and are subject to change. Rate changes take effect on the 1 st day of the calendar month in which the change was made. These charges will be reflected on your invoice as BLEND and/or DT (Data Transfer) burst costs. 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Management and creation of all data stored and consumed on the Provider's Cloud Object Storage; 2. Consuming only the resources reserved as described in the Order; 3. Verifying and adhering to all S3-compatibility requirements for all third -party applications or client software used to connect, store and consume the Customer's data on the Provider's Cloud Object Storage; 4. Installation, version control, patching and updates on all third -party applications or client software used to connect, store and consume the Customer's data on the Provider's Cloud Object Storage; 5. Creating and managing of all subsequent security rights, access controls, S3-credentials and retention policies for the Customer's data stored and consumed on the Provider's Cloud Object Storage once the Customer has been provided initial URL and Object Storage Access Credentials from the Provider. For service subscription Item Numbers and/or Data Centers identified in the Order with the reference "PC1 ", the Customer can generate additional credentials using AWS Command Line Interface (CLI); 6. Performance response of any and all third -party applications used to connect, store and consume the Customer's data on the Provider's Cloud Object Storage; 7. Tracking and maintaining all Object Storage Access Credentials used to store and consume the Customer's data on the Provider's Cloud Object Storage; 8. Encrypt and maintain encryption keys for any data uploaded to the Provider's Cloud Object Storage; and 9. If available, understanding the implications that enabling immutability and data versioning might impact the total consumed storage. 4. Service Support. 1. Storage Encrvotion. All Cloud Object Storage support for clients is provided as "best effort" as there are many clients that all implement Object Storage functionality in different ways. The Provider can demonstrate functionality with known clients, but individual implementations may vary. 5. Data Egress. 1. Data egress, from an acceptable use policy perspective, is comprised of two components: Data Retrieval API calls and Data Transfer out to the Internet; 2. For service subscription Item Numbers and/or Data Centers identified in the Order with the reference "PC1" and S3 Standard Infrequent Access class, data egress charges are included if usage patterns are deemed reasonable for the service offering. Reasonable data egress shall mean allowed egress of up to 50% of total stored data, measured in GB per month per region, within the Customer account; 3. The Provider reserves the right to charge for any data egress exceeding the reasonable data egress standard above; and 4. For all other S3 storage classes, data egress usage shall be charged at the current rate found in the Provider's Account Management Application. 6. API Requests. 1. For service subscription Item Numbers and/or Data Centers identified in the Order with the reference "PC1 ", some API requests charges are included in the 11:11 Object Storage service if usage patterns are deemed reasonable for the service offering; 2. Exclusively for S3 Standard Infrequent Access class, reasonable API requests shall mean the following: PUT/COPY/POST/LIST requests <= 1,100 per GB per month per region, and 2. GET/SELECT requests <= 300 per GB per month per region; 3. Exclusively for S3 Standard class, reasonable API requests shall mean the following: PUT/COPY/POST/LIST requests <= 2,200 per GB per month per region; 4. The Provider reserves the right to charge for any API requests usage exceeding the predefined limits; and 5. For all other request types and/or S3 storage classes, API requests usage shall be charged at the current rate found in the Provider's Account Management Application. 7. Minimum Object Size. 1. For service subscription Item Numbers and/or Data Centers identified in the Order with the reference "PC1 ", S3 Standard Infrequent Access, S3 One Zone Infrequent Access, and Glacier Instant Retrieval classes have a minimum billable object size of 128 KB. Smaller objects may be stored but will be charged a fee for 128 KB of storage at the appropriate small object storage class rate. 8. Data Retention. 1. For service subscription Item Numbers and/or Data Centers identified in the Order with the reference "PC1 ", S3 Standard Infrequent Access and S3 One Zone Infrequent Access classes shall be charged for a minimum storage duration of 30 days, and objects deleted before 30 days shall incur a pro -rated charge equal to the storage charge for the remaining days. Objects that are deleted, overwritten, or transitioned to a different storage class before 30 days will incur the normal storage usage charge plus a pro -rated charge for the remainder of the 30-day minimum. 20. Veeam Licensing. The terms and conditions of this Section 3.20 are applicable to each Order that includes Veeam Licensing. 1. Resources. 1. License Key. A digital key that defines the scope of the license, terms and options for Agent, Backup & Replication Edition, or Veeam ONE rental licenses as described in the Order. The license unit options are: 1. VM. A protected Virtual Machine that is backed up, replicated, copied or otherwise consumed by the software, 2. Server. A physical or virtual host, that contains an application or applications that serves one or more client workstations, where the software is installed. Each node of a clustered setup needs to be licensed separately, 3. Workstation. A physical or virtual host, typically used as a personal computer, where the software is installed. Each node of the clustered setup needs to be licensed separately, 4. Unstructured data. Unstructured data backup, typically NAS, File to Tape or Object Storage data is licensed in increments of 500GB. Each 500GB of data protected requires one Unstructured Data license, 5. Plug -ins for Enterprise Applications. An enterprise application as defined by and supported by Veeam Plug -ins. Typically additional integration with enterprise applications like database applications. Each Application Server must be Licensed separately, 6. Public Cloud Workloads. Backup for supported public cloud Virtual Machine, Database and File Server workloads. Each workload must be licensed separately, or 7. Veeam ONE. Monitored workloads including Veeam Backup and Replication and VMware vSphere virtual infrastructure. Each monitored workload must be licensed separately. 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Creating and deleting the corresponding Veeam Cloud Connect Tenant(s) that links the license key(s) to specific Customer(s); 2. Provide the security credentials to the Customer for pairing with the Provider's cloud infrastructure for delivery of the license key(s); 3. Procuring the license key(s) associated to the Veeam products as described in the Order; 4. Maintaining the cloud infrastructure needed to deliver the Veeam licenses to the Customer; and 5. Troubleshooting and Supporting issues related to both the procured Veeam license and the corresponding Veeam software using it. Provider shall not troubleshoot or support issues related to other licenses not procured by the Provider, including, but not limited to, Evaluation, "Not for Resale", Free, and Community Licenses. 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Verifying the system requirements for both hardware and software compatible with Veeam's compatibility matrix available at www.veeam.com; 2. Installing and updating the Veeam software on the corresponding workstations, servers, or Virtual Machines; 3. Pairing the Veeam Agent(s), Backup & Replication server(s), and/or Veeam ONE Servers to the Provider in order to receive and maintain the license key(s); 4. Managing and monitoring any alarms, reports, audits, and logs generated by the Veeam software and its configuration; 5. Providing the information to the Provider necessary for troubleshooting the Veeam license and the corresponding Veeam software using it; and 6. Except for Evaluation, "Not for Resale", Free, and Community Licenses, adhering to Veeam's End User License Agreement (EULA) found at httos://www.veeam.com/euta.htmt 21. 11:11 Autopilot Managed Recovery for DRaaS. The terms and conditions of this Section 3.21 are applicable to each Order that includes 11:11 Autopilot Managed Recovery for DRaaS in combination with 11:11 Secure DRaaS. 1. Assets & Deliverables. 1. Connectivity DesiVn Documentation. Technical documents and/or diagrams providing engineering level information and configuration details for the purpose of interconnecting the Customer's Primary Site(s) to the designated Provider's Recovery Site(s) delivering the DRaaS service capabilities; 2. On -boarding Project Plan A documented detailed overview of all tasks associated with the Provider on -boarding process for interconnectivity and delivery of the services protecting Workloads replicated from the Customer's Primary Site(s) Workloads within scope of the mutually agreed upon service contract. The purpose of this document is to track ownership, progress and completion of all applicable on -boarding tasks in collaboration between the Customer and the Provider; 3. On -boarding Provisioning Form. A detailed discovery document used for information gathering and collection of all Customer specific technical and infrastructure related information for the sole purpose of the Provider providing the onboarding service, integration, and management services to the Customer as part of the Secure DRaaS service contract; 4. Recovery Action Plan. A disaster recovery process document providing enhanced details for all steps and tasks required for proper failover or failback of the Customer's replicated Workloads to the designated Provider's Recovery Site(s). Additional details include task ownership, estimated/actual task duration times, and Customer's specific and managed application acceptance criteria testing processes. This document is developed and managed in collaboration between the Customer and the Provider; and 5. Recovery Service Guide. A process document providing a business level view of the DRaaS solution. Key content includes general service description, service capabilities, the Customer's Primary Site(s) and the designated Provider's Recovery Site(s) location information, recoverable application service catalog, protected workload inventories, and failover process overview with key metrics (RTO / RPO). 2. On -boarding Project Management. 1. Proiect managers. Both the Provider and the Customer shall appoint a project manager each who will serve as the primary contact point; and 2. On -boarding Proiect Management Enpgement. The Provider's project manager and the Customer's project manager shall meet as required for the duration of the on -boarding process for the purpose of facilitating a successful relationship and overseeing the implementation of all Cloud Resources and services outlined in the Order and the On -boarding Provisioning Form, including but not limited to, (a) tracking the progress of the on -boarding and implementation process and all associated tasks; (b) reviewing other current or future projects or business plans that may impact the onboarding of the Cloud Resources and services, (c) Weekly status reports to review the Provider's performance in execution of the on - boarding project for delivery of all Cloud Resources and services, (d) coordinating and planning for any new equipment or software acquisitions specific to supporting the completion of on -boarding all Cloud Resources and services. 3. On -Boarding Acceptance Test. 1. The On -Boarding Acceptance Test consists of non -service impacting Failover Test operation performed by Provider, as well as Application Testing And Verification performed by Customer. Fully committed Failover and Failback are not supported. The Test does not include modification of Primary Site resources including Virtual Machines and networking; 2. The On -Boarding Acceptance Testis performed during the Provider's normal business hours of Monday -Friday 8:00 am — 5:00 pm with the time zone being based on data center location where services are located; 3. OnboardinL, Acceptance Test Scheduling._ Upon completion of the on -boarding project tasks required for implementing the Cloud Resources within the scope identified in the Onboarding Provisioning Form, the Customer will be notified and will have fourteen (14) days from the day of notice in which to schedule a final On -Boarding Acceptance Test; 4. On -Boarding Acceptance Test Success Criteria. Successful completion of the On -boarding Acceptance Test shall be determined by validation of the Provider's ability to meet the RTO agreed during the planning phase of the onboarding project. The Target Objectives will be documented in the Recovery Action Plan and Recovery Service Guide. In the event that the On -Boarding Acceptance Test exceeds the RTO agreed in the planning phase, the Customer agrees to provide the Provider with any data or information reasonably requested by the Provider in order to enable the Provider to diagnose and resolve any problems associated with any failure to meet that RTO in the On -Boarding Acceptance Testing. The Provider project manager will notify the Customer via email or phone upon resolution of any such issues. After the Provider has notified the Customer that the problem has been resolved, the Customer and the Provider will promptly conduct a follow-up On -Boarding Acceptance Test to validate that the RTO with such follow-up test no longer exceeds the RTO provided in the original the On -Boarding Acceptance Test. This process will continue, if necessary, until the On -Boarding Acceptance Test Criteria meets the required success criteria. Notwithstanding anything to the contrary in this Service Schedule, if the Customer fails to respond to the On -Boarding Acceptance Test reschedule notice within fourteen (14) days of the date of notification, then the Provider shall consider the on -boarding completed and will have no further obligations to the Customer in regard to the On -Boarding Acceptance Test. Under these circumstances in which the Provider deems on -boarding completion due to failure of response by the Customer, the Customer shall reserve the right to exercise unlimited self-service testing or the allocated (2) Recovery Test per 12-months as outlined in Section 1.5 of the Autopilot Managed Recovery for DRaaS SLA for completion of the On -Boarding Acceptance Testing; and 5. On-boardingAccebtance Test Failure. Failure of the Onboarding Acceptance Testing shall be defined as the inability for the Provider to meet the RTO SLA target objectives as outlined in Section 1.2.1 of the Autopilot Managed Recovery for DRaaS SLA. The Customer agrees to provide the Provider with any data or information reasonably requested by the Provider in order to enable the Provider to diagnose and resolve any problems associated with a failure in the On -boarding Acceptance Testing. The Provider project manager will notify the Customer via email or phone upon resolution of any such issues. After the Provider has notified the Customer that the problem has been resolved, the Customer and the Provider will promptly conduct a follow-up On -boarding Acceptance Test to validate that all test criteria associated with the On -boarding Acceptance Test have now been met. This process will continue, if necessary, until the On - boarding Acceptance Test Criteria meets the required success criteria. Notwithstanding anything to the contrary in this Service Schedule, if the Customer fails to respond to the On -boarding Acceptance Test reschedule notice within fourteen (14) days of the date of notification, then the Provider shall consider the on -boarding completed and will have no further obligations to the Customer in regard to the On -boarding Acceptance Test. Under these circumstances in which the Provider deems on -boarding completion due to failure of response by the Customer, the Customer shall reserve the right to exercise unlimited self-service testing, where self service is available, or the allocated (2) Recovery Test per 12-months as outlined in Section 1.5 of the Autopilot Managed Recovery for DRaaS SLA for completion of the Onboarding Acceptance Testing. 4. Service Delivery Management. 1. Service Delivery Management Contacts. The Customer shall appoint an individual who will serve as the primary contact point for the Provider in connection with ongoing lifecycle management and delivery of the services (the "Customer Primary Contact"), and the Provider shall appoint a project manager (the "Enterprise Solutions Manager"); and 2. Service Delivery Management Engagement. The Provider and the appointed Customer's project contact shall meet as required during the term of each service for the purpose of facilitating a successful relationship and overseeing the delivery and performance of each service, including but not limited to, (a) tracking the progress of the on -boarding and implementation process and all associated tasks, (b) reviewing other current or future projects or business plans that may impact all services and/or delivery of all services, (c) reviewing the Provider's performance in the delivery of the service levels set forth in the Service Level Agreement, (d) coordinating and planning for any new equipment or software acquisitions or needs, (e) reviewing strategic and tactical decisions for the Customer in respect of the establishment, budgeting and implementation of the Customer's priorities and plans for information technology that may impact services and/or delivery of all services, (f) monitoring and resolving concerns that may arise regarding the provision of all services, this SLA and/or the Service Schedule; 5. Provider's Obligations. The Provider is responsible for the following in accordance with industry best -practices: 1. Providing enhanced onboarding project management deliverables, to include: 1. Weekly status call between the Provider on -boarding personnel and applicable Customer's contacts, and 2. Weekly status report summarizing project tasks progress, project milestones, estimated and actual durations/completion dates and critical path items; 2. Providing and managing all supporting Service documentation to include: 1. Documented inventory and workload specifications (e.g. compute, storage, networking) of all Workloads within scope of the Order, 2. Documented L2/L3 network design for compatibility and integration between the Customer Primary Site(s) and 11:11 Secure DRaaS networking services and design guidelines, and 3. Documented Customer network security configurations, including firewall security policies, NAT policies and network security segmentation design; 3. Providing full installation, configuration and ongoing management of all services components required for delivery of 11:11 Secure DRaaS, to include; 1. Replication software installation, setup and configuration both in the Customer's premises and the Provider's cloud data center environments (where applicable), 2. Setup and configuration of VPN connections (where applicable), 3. Setup and configuration of all the Provider's side networking components support dedicated circuits for WAN connectivity (where applicable), and 4. Setup & configuration of any cross -connects to support networking connectivity in accordance with Section 3.14 of this Service Schedule; 4. Providing full setup and configuration for replication of the Recovery Groups for all Workloads within scope and applicable to the Order and the Onboarding Provisioning Form; 5. Providing full assistance with development and creation of the Customer's Disaster Recovery Runbook(s) within the 11:11 Cloud Console (where applicable); 6. Providing full assistance with development and creation of the Customer's Recovery Activation Plan; 7. Providing managed failover testing and live failover/fallback declaration events. Managed failback operations are only provided for live declaration events when required; 8. Providing a completed Recovery Service Guide at the completion of the on -boarding process and manage all ongoing updates; 9. Fulfilling Customer requests for new Recovery Groups, increased capacity, VPN connections, and other change requests; and 10. Providing ongoing updates, patching and maintenance for all the Provider provided service components required for delivery of the 11:11 Secure DRaaS, to include: 1. Replication software, and 2. Network virtual appliances sold and provided on the Order. 6. Customer's Obligations. The Customer is responsible for the following in accordance with Provider's delivery of the Autopilot Managed Recovery for DRaaS and industry best -practices: 1. Ensure all Customer -owned software, applications, devices, systems, processes, and services that maintain Customer Data to be protected by the services delivered as part of this Agreement are covered as specified under Section 2.3.5 of this Service Schedule for the purposes of fulfilling this Agreement; 2. Where applicable, the Customer shall maintain all firmware or software updates to all Customer -owned hardware, software, applications, devices, and systems in use with or protected by Cloud Resources provided by the Provider; 3. Where applicable, contact all software, application, device, system, service, and service providers covered under this Agreement and add the appropriate Provider's personnel as approved contacts for the purposes of fulfilling this Service Schedule; 4. Complete the On -boarding Provisioning Form provided by the Provider; 5. Provide all current and existing documentation of the Customer Primary Site(s) to include; environment "as -built" documentation, application contact information, application dependencies, current backup strategy, and disaster recovery plans if applicable; 6. Provide the Provider's personnel with the Customer's asset discovery and documentation where applicable; 7. Where applicable; provide all current process documentation in support of the services outlined in this Agreement and provide all assistance necessary to modify existing or implement new processes to streamline the delivery of services; 8. Where applicable, the Customer shall maintain all software and other devices or items provided to the Customer by the Provider located within the Customer's Primary Site(s) in direct support of the delivery of Cloud Resources outlined in the Order (the "Equipment') in good working order and in accordance with applicable manufacturers' specifications. The Customer shall notifythe Provider immediately upon determination that any Equipment is not in compliance with the foregoing, or is in material breach of the terms and conditions set forth in this Service Schedule; and 9. The Customer shall cooperate with the Provider with regard to the performance of the Provider's obligations hereunder, including (without limitation): 1. Providing the Provider with the required remote access to the Customer's Equipment, as may be reasonable to permit Provider to perform its obligations hereunder, and 2. Notifying the Provider of any changes to its configurations that could potentially impact the services. 7. Service Levels. All applicable SLAs are defined in the Autopilot Managed Recovery for DRaaS Service Level Agreement. 22. 11:11 Network Support. The terms and conditions of this Section 3.22 are applicable to each Order that includes both the Provider's Network Support and at Least one of the Providers services that are identified in Section 3.1, Section 3.2, Section 3.8, Section 3.9, Section 3.10, and Section 3.11 of this Schedule, regardless as to whether the Order is for public or private cloud services. 1. Assets & Deliverables. 1. On-boardinc ProvisioninL, Form. A documented overview of the network details associated with the Provider's network on -boarding process for delivery of the Network Support within scope of the mutually agreed upon SOW. The purpose of this document is to document applicable on -boarding network details in collaboration between the Customer and the Provider; and 2. Network Diagram. Technical diagrams providing engineering level information and configuration details for the purpose of detailing network connectivity within the Provider Site(s) delivering the service capabilities to the Customer within scope of the mutually agreed upon SOW. 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best -practices: 1. Providing and managing all supporting service documentation to include: 1. Documented 1_2/1_3 network details within the Provider's networking services and design guidelines; 2. Providing full installation and configuration of virtual network components, as described in the Network Support components on the Order, to include: Setup, licensing and configuration of virtual network device(s), and 2. Setup, licensing and configuration is limited to no more than 5 hours in aggregate to plan, implement and test; and 3. Ongoing support of virtual network components, as described in the Order, to include technical support as initiated by the Customer for routine configuration changes and basic troubleshooting activities; and 4. Individual support activities which take the Provider more than two hours to plan and execute are out of scope for this service and are considered projects. Project work will require a separate SOW and may result in additional fees. 3. Customer's Obligations. The Customer is responsible for the following in accordance with Provider's delivery of the 11:11 Network Support and industry best -practices: 1. The Customer shall complete the On -boarding Provisioning Form provided by the Provider; 2. The Customer shall cooperate with the Provider with regard to the performance of the Provider's obligations hereunder, including (without limitation): 1. Providing the Provider with the required remote access to the Customer's Equipment and/or Workloads, as may be reasonable to permit the Provider to perform its obligations hereunder, and 2. Notifying the Provider of any changes to its configurations that could potentially impact the 11:11 Network Support; and 3. The Customer shall sign a confirmation that it accepts the potential risks for any Customer requests that fall outside of industry and security best -practices. 4. Service Levels. 1. The Provider shall use commercially reasonable efforts to make sure that the Technical Ticket Response Management process adheres to the Targets set out in the current Service Level Agreement accessible at httos://www.1111 systems.com/legal/sla. 23. 11:11 Backup Deployment. The terms and conditions of this Section 3.23 are applicable to each Order that includes the Provider's Backup Deployment Service in combination with 11:11 Cloud Backup for Veeam Cloud Connect. 1. Assets & Deliverables. 1. Statement of Work. Overall project document defining the terms of the engagement, steps and expected outcomes with sign -off by the Customer; 2. Kick-off Call. Initial project call for introductions, defining timeframes and ensuring project alignment from Provider and Customer; 3. Onboarding Provisioning Form. Documentation of existing environment including list of servers, VMs and backup jobs; 4. Backup Deplovment Service Guide. As -built documentation provided at the end of the engagement describing the architecture and environment that has been designed and deployed on the Customer site by the Provider; and 5. Sian -off document validating knowledge transfer. Sign -off documentation validating that the Customer has received adequate instruction and education on the Provider -built environment. 2. Backup Deployment Project Management. 1. Proiect manacers. Both the Provider and the Customer shall appoint a project manager each who will serve as the primary contact point; and 2. BackuD Deplovment Pro iect Management Engagement. The Provider's project manager and the Customer's project manager shall meet as required for the duration of the migration process for the purposes of facilitating a successful relationship and overseeing the implementation of all tasks outlined in the Statement of Work, including but not limited to, (a) tracking the progress of the implementation process and all associated tasks; (b) reviewing other current or future projects or business plans that may impact the Backup Deployment Service, (c) reviewing weekly status reports in order to review the Provider's performance in execution of the project for delivery of all Backup Deployment Service, (d) coordinating and planning for any new equipment or software acquisitions specific to supporting the completion of the Backup Deployment Service. 3. Provider's Obligations. The Provider is responsible for the following in accordance with industry best -practices: 1. Providing enhanced onboarding project management deliverables, to include: 1. Statement of Work documentation at the beginning of the project, 2. Kick-off call between the Provider's deployment personnel and the applicable Customer's contacts, and 3. Backup Deployment Service guide at the end of the engagement to the applicable Customer's contacts; 2. Providing and managing supporting service documentation to include the Onboarding Provisioning Form detailing inventory and job specifications of all Workloads to be protected within scope of the Order; 3. Providing installation, configuration and management of all services components required for the Backup Deployment Service, to include: 1. Backup software installation, guiding the Customer through setup and configuration both in the Customer on -premise and to the Provider's cloud data center environments, 2. Setup and configuration of backup jobs and schedules, and 3. Setup and configuration of all Provider's side software components to support Customer's backup jobs. 4. Customer's Obligations. The Customer is responsible for the following in accordance with this Section 3.23 and industry best -practices: 1. Ensuring that all required assets and services are obtained, and, where applicable, installed on the Customer's environment that are needed as part of the Order to include software, licenses, operating systems, bandwidth, hardware, storage, etc; 2. Ensuring that all required assets and services are deployed and configured in accordance with the applicable manufacturers' specifications and supportability requirements; 3. Providing and managing supporting service documentation to include the Onboarding Provisioning Form detailing inventory and job specifications of all Workloads to be protected within scope of the Order; 4. Ensuring all Customer -owned software, applications, devices, systems, processes, and services that maintain the Customer's data to be protected as part of the Order are documented as part of the Onboarding Provisioning Form; 5. Providing all current and existing documentation of the Customer's Site(s) to include; environment "as -built" documentation, application contact information, application dependencies, current backup strategy, and disaster recovery plans if applicable; 6. Providing the Provider's personnel with Customer's asset discovery and documentation where applicable; 7. Where applicable, maintaining all software and other devices or items provided to the Customer by the Provider located within the Customer's Site(s) in direct support of the delivery of the Backup Deployment Service outlined in the Order (the "Equipment') in good working order and in accordance with applicable manufacturers' specifications. The Customer shall notify the Provider immediately upon determination that any Equipment is not in compliance with the foregoing, or is in material breach of the terms and conditions set forth in this Service Schedule; and 8. Cooperating with the Provider with regard to the performance of the Provider's obligations hereunder, including (without limitation): 1. Providing the Provider with the required remote access to Customer's Equipment, as may be reasonable to permit the Provider to perform its obligations hereunder, and 2. Notifying the Provider of any changes to its configurations that could potentially impact the Backup Deployment Service. 24. 11:11 DRaaS Deployment. The terms and conditions of this Section 3.24 are applicable to each Order that includes 11:11 DRaaS Deployment in combination with 11:11 Secure DRaaS. 1. Assets & Deliverables. 1. Connectivity DesiVn Documentation. Technical documents and/or diagrams providing engineering level information and configuration details for the purpose of interconnecting the Customer's Primary Site(s) to the designated Provider's Recovery Site(s) delivering the DRaaS service capabilities; 2. On -boarding Project Plan. A documented detailed overview of all tasks associated with the Provider on -boarding process for interconnectivity and delivery of the services protecting Workloads replicated from the Customer's Primary Site(s) Workloads within scope of the mutually agreed upon service contract. The purpose of this document is to track ownership, progress and completion of all applicable on -boarding tasks in collaboration between the Customer and the Provider; 3. On -boarding Provisioning Form. A detail discovery document used for information gathering and collection of all Customer specific technical and infrastructure related information for the sole purpose of the Provider providing the onboarding service, integration, and management services to the Customer as part of the Secure DRaaS service contract; 4. Recovery Action Plan. The initial disaster recovery process document developed between the Customer and the Provider which provides enhanced details for all steps and tasks required for proper failover or fallback of the Customer's replicated Workloads to the designated Provider's Recovery Site(s). The Customer will own any changes after the initial development of the document; and 5. Recovery Service Guide. A process document providing a business level view of the DRaaS solution. Key content includes general service description, service capabilities, the Customer's Primary Site(s) and the designated Provider's Recovery Site(s) location information, recoverable application service catalog, protected workload inventories, and failover process overview with key metrics (RTO / RPO). 2. On -boarding Project Management. 1. Project manaVers. Both the Provider and the Customer shall appoint a project manager each who will serve as the primary contact point; and 2. On-boardinc Pro iect Management Engagement. The Provider's project manager and the Customer's project manager shall meet as required for the duration of the on -boarding process for the purpose of facilitating a successful relationship and overseeing the implementation of all Cloud Resources and services outlined in the Order and the On -boarding Provisioning Form, including but not limited to, (a) tracking the progress of the on -boarding and implementation process and all associated tasks; (b) reviewing other current or future projects or business plans that may impact the onboarding of the Cloud Resources and services, (c) Weekly status reports to review the Provider's performance in execution of the on - boarding project for delivery of all Cloud Resources and services, (d) coordinating and planning for any new equipment or software acquisitions specific to supporting the completion of on -boarding all Cloud Resources and services. 3. On -boarding Acceptance Test. 1. The On -Boarding Acceptance Test consists of non -service impacting Failover Test operation performed by Provider, as well as Application Testing and Verification performed by Customer. Fully committed Failover and Failback are not supported. The Test does not include modification of Primary Site resources including Virtual Machines and networking; 2. The On -Boarding Acceptance Testis performed during the Provider's normal business hours of Monday -Friday 8:00 am — 5:00 pm with the time zone being based on data center location where services are located; 3. On -Boarding Acceptance Test Scheduling. Upon completion of the on -boarding project tasks required for implementing the Cloud Resources within the scope identified in the Onboarding Provisioning Form, the Customer will be notified and will have fourteen (14) days from the day of notice in which to schedule a final On -Boarding Acceptance Test; 4. On -Boarding Acceptance Test Success Criteria. Successful completion of the On -boarding Acceptance Test shall be determined by validation of the Provider's ability to meet the RTO agreed during the planning phase of the onboarding project. The Target Objectives will be documented in Recovery Action Plan and Recovery Service Guide; and 5. In the event that the On -Boarding Acceptance Test does not meet the RTO agreed in the planning phase, the Customer agrees to provide the Provider with any data or information reasonably requested by the Provider in order to enable the Provider to diagnose and resolve any problems associated with any failure to meet that RTO in the On -Boarding Acceptance Testing. The Provider project manager will notify the Customer via email or phone upon resolution of any such issues. After the Provider has notified the Customer that the problem has been resolved, the Customer and the Provider will promptly conduct a follow-up On -Boarding Acceptance Test to validate that the RTO associated with the On -Boarding Acceptance Test have now been met. This process will continue, if necessary, until the On -Boarding Acceptance Test Criteria meets the required success criteria. Notwithstanding anything to the contrary in this Service Schedule, if the Customer fails to respond to the On - Boarding Acceptance Test reschedule notice within fourteen (14) days of the date of notification, then the Provider shall consider the on -boarding completed and will have no further obligations to the Customer in regard to the On -Boarding Acceptance Test. 4. Provider's Obligations. The Provider is responsible for the following in accordance with industry best -practices: 1. Providing enhanced onboarding project management deliverables, to include: 1. Weekly status call between the Provider on -boarding personnel and applicable Customer's contacts, and 2. Weekly status report summarizing project tasks progress, project milestones, estimated and actual durations/completion dates and critical path items; 2. Providing all supporting Service documentation to include: 1. Documented inventory and workload specifications (e.g. compute, storage, networking) of all Workloads within scope of the Order, 2. Documented L2/L3 network design for compatibility and integration between the Customer Primary Site(s) and 11:11 Secure DRaaS networking services and design guidelines, and 3. Documented Customer network security configurations, including firewall security policies, NAT policies and network security segmentation design; 3. Providing full installation and configuration of all services components required for delivery of 11:11 Secure DRaaS, to include: 1. Replication software installation, setup and configuration both in the Customer's premises and the Provider's cloud data center environments, 2. Setup and configuration of VPN connections (where applicable), 3. Setup and configuration of all the Provider's side networking components support dedicated circuits for WAN connectivity (where applicable), and 4. Setup & configuration of any cross -connects to support networking connectivity in accordance with Section 3.14 of this Service Schedule; 4. Providing full setup and configuration for replication of the Recovery Groups for all Workloads within scope and applicable to the Order and the Onboarding Provisioning Form; 5. Providing full assistance with development and creation of the Customer's Disaster Recovery Runbook(s) within the 11:11 Cloud Console; 6. Providing full assistance with development and creation of the Customer's Recovery Activation Plan; 7. Providing the initial managed failovertest; and 8. Providing a completed Recovery Service Guide at the completion of the on -boarding process. 5. Customer Obligations. The Customer is responsible for the following in accordance with Provider's delivery of the 11:11 DRaaS Deployment and industry best -practices: 1. Ensure all Customer -owned software, applications, devices, systems, processes, and services that maintain Customer Data to be protected by the services delivered as part of this Agreement are covered as specified under Section 2.3.5 of this Service Schedule for the purposes of fulfilling this Agreement; 2. Where applicable, the Customer shall maintain all firmware or software updates to all Customer -owned hardware, software, applications, devices, and systems in use with or protected by Cloud Resources provided by the Provider; 3. Where applicable, contact all software, application, device, system, service, and service providers covered under this Agreement and add the appropriate Provider's personnel as approved contacts for the purposes of fulfilling this Service Schedule; 4. Complete the On -boarding Provisioning Form provided by the Provider; 5. Provide all current and existing documentation of the Customer Primary Site(s) to include; environment "as -built" documentation, application contact information, application dependencies, current backup strategy, and disaster recovery plans if applicable; 6. Provide the Provider's personnel with the Customer's asset discovery and documentation where applicable; 7. Where applicable; provide all current process documentation in support of the services outlined in this Agreement and provide all assistance necessary to modify existing or implement new processes to streamline the delivery of services; 8. Where applicable, the Customer shall maintain all software and other devices or items provided to the Customer by the Provider located within the Customer's Primary Site(s) in direct support of the delivery of Cloud Resources outlined in the Order (the "Equipment') in good working order and in accordance with applicable manufacturers' specifications. The Customer shall notify the Provider immediately upon determination that any Equipment is not in compliance with the foregoing, or is in material breach of the terms and conditions set forth in this Service Schedule; 9. The Customer shall cooperate with the Provider with regard to the performance of the Provider's obligations hereunder, including (without limitation): 1. Providing the Provider with the required remote access to the Customer's Equipment, as may be reasonable to permit Provider to perform its obligations hereunder, and 2. Notifying the Provider of any changes to its configurations that could potentially impact the services; 10. Manages and updates to any documentation after the initial handoff of the documentation to the Customer; and 11. All other obligations as outlined in Section 3.10.3 25. Managed Appliance. The terms and conditions of this Section 3.25 are applicable to each Order that includes the Provider's Managed Appliance Services as described in the Order. 1. Service options (applicable only to Managed Firewalls). Either Managed Firewall service offering can be delivered to physical or virtual firewalls running on premises or cloud infrastructure. Firewall management service options encompass net new firewall deployments for greenfield environments, firewall replacement for existing brownfield environments, and management takeover of existing brownfield environments. Major re- architectures and redesigns, as identified at Provider's discretion, are out of scope for Basic and Advanced management service options and would require a separate Professional Services engagement with Provider. 1. Basic. Basic Firewall Management provides basic management of the firewall appliance without the NOC monitoring or reporting; Advanced. Advanced Firewall Management includes management of the full Unified Threat Protection (UTP) capabilities of the firewall appliance and includes custom advanced monitoring by the NOC; and 3. SD -WAN. SD -WAN expands the traditional basic management of the firewall appliance to include configuration and implementation assistance, and device administration when such device(s) is/are part of an SD -WAN architecture. The SD -WAN service definition is further explained in Section 3.36. 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Procuring any appliance hardware, licensing, and/or support identified in the Order as Provider -Supplied Equipment; 2. Onboarding Managed Device(s) into the Provider's infrastructure; 3. Providing recommended firmware upgrades based on critical Common Vulnerabilities and Exposures (CVEs) ratings, which may not always align with the most recent firmware from the vendor; 4. Completing firmware upgrades as deemed appropriate and necessary by the Provider; 5. Use best efforts to coordinate all firmware upgrades with the Customer prior to completion of the upgrade; 6. Providing commercially reasonable Change Management support such as; 1. The Provider will make reasonable attempts to discuss and notify the Customer of any changes prior to making changes to the configuration of the appliance, and 2. In the case of an Emergency, where the Provider determines (in its sole discretion) that the security, confidentiality, integrity, or availability of the switch is at risk, changes may be made without prior notification to the Customer in order to attempt to mitigate the risk; 7. Maintaining backup configurations after changes are made to the supported appliance to ensure rollback and recovery capability; and 8. Supporting Next Business Day (NBD) or Premium 4-hour replacement for the Provider -Supplied Equipment, as specified in the Order. RMA delivery may be impacted by customer location. Provider is not liable for RMA gear delivered late due to delays caused by location constraints and/or shipping and receiving issues; 9. For Managed Firewalls. As supported by hardware, software, and licensing specified in Order, configuration of zones, rules, objects, NATs, site -to - site VPNs, user access VPNs, routing, and UTM configuration in accordance with Customer's completed Customer Design Requirements (CDR) form, 2. Basic configuration review of NGFWs for high level best practices around zones and rules. This does not include automated rule analysis via tools, or manual line by line review of the entire ruleset, which remains Customer's obligation in absence of a separated professional services agreement between Customer and Provider, 3. Configuring remote access VPN to provide Customer's end - user access to the internal network requested by Customer in accordance with CDR form. This includes local user setup or Lightweight Directory Access Protocol (LDAP). The Provider will make commercial best efforts to configure VPN client connectivity, however VPN connectivity is subject to a variety of factors, including, but not limited to, local ISP issues, local or home office network issues, and public WiFi port blocking, 4. Providing seven (7) days of active log retention from each supported NGFW. 1. When the specified seven (7) day log limit is exceeded, the oldest logs shall be overwritten to make room for new logs. 2. Destruction of logs upon termination in accordance with the terms of the Agreement; and 5. Exclusively for the Advanced Managed FirewalL 1. Providing UTM feature configuration and optimization as per the Provider's then current Product Compatibility Matrix, including but not limited to: 1. IDS/IPS. Configuring Intrusion Detection and Prevention Services (IDS/IPS) to detect and block traffic patterns that contain malicious threats on Equipment. 2. Application Control. Configuring application control to provide detailed visibility into user traffic. 3. Web Filtering. Configuring web content filtering to monitor and block websites based on category. 2. Performing UTM security updates. 3. Providing performance & utilization monitoring. 4. Providing a monthly activity report. 5. Supporting High Availability (HA) deployments. 6. Providing a ninety (90) day active log retention. 7. Specific to Fortinet firewalls, providing a one (1) year long archive. 10. For Managed Routers. As supported by hardware, software and licensing specified in Order, configuration support for interfaces, routing, route maps, ACLs, Zone Based Firewall (ZBFW), Dynamic Multipoint VPN (DMVPN), and IPSec VPNs; and 11. For Managed Switches. As supported by hardware, software and licensing specified in Order, configuration support for VLANs, access ports, trunks, LACP, vPC, HSRP/VRRP, layer 3 SVIs, VRFs, static routes and dynamic routing. 3. Customer's Obligations. The Customer is responsible for the following in accordance with Provider's delivery of the Managed Appliance services and industry best practices: 1. Promptly providing all information requested by Provider's technical team related to existing network policies and configurations associated with the old equipment, if applicable, to ensure a seamless migration process and to minimize any potential conflicts or challenges that may arise during the transition. In the event Customer requires additional assistance or expertise for the actual transfer of rules from the old equipment to the new SD -WAN infrastructure, then Provider is prepared to offer such services as part of a separate paid professional services engagement the terms of which will be mutually agreed to in writing signed by the Parties; 2. Providing architectural design for network and applications; 3. Installing and cabling the Provider's Equipment at the Customer's location(s). Upon request, the Provider offers installation services as an add -on, based on availability at the respective location(s); 4. For Customer -provided appliances, either physical or virtual, ensuring that the hardware is supported by the Provider's then - current Product Compatibility Matrix. 1. For Customer -provided Managed Firewalls, either physical or virtual, ensuring that the NGFW(s) is exclusively powered by Fortinet FortiGate or Cisco Firepower and supported by the Provider's then -current Product Compatibility Matrix; 5. For Customer -provided appliances, either physical or virtual, ensuring that up-to-date vendor support is attached to all applicable hardware, software and licensing; 6. Providing an approved network diagram; 7. Providing access to existing appliance configuration; 8. Providing applicable specifications to the Provider to allow for configuration of network interfaces, VLANs, access ports, trunks, LACP, vPC, HSRP/VRRP, layer 3 SVIs, VRFs, static routes and dynamic routing; 9. Providing access to the customer's internal network to allow provider to configure remote access VPN; 10. Providing a technical resource for the duration of the implementation project; 11. Providing coordination for scheduling necessary maintenance windows to complete the implementation; 12. Providing a technical resource to assist in troubleshooting issues for hardware at customer premises as Provider does not provide on -site support for physical appliance; 13. Notifying the Provider with Change Management requests; 14. Notifying the Provider in the event of any major changes that may potentially impact the Managed appliance service, including, but not limited to: Changing Internet service at the location where the appliance resides, 2. Changing internal networking scheme, 3. Moving the appliance to a different location, 4. For Managed Firewalls, significantly increasing the users of SSL VPN (as determined by the Provider at the Provider's sole discretion), 5. For physical appliances only: 1. Ensuring proper power is available at the location where the appliance resides. 2. Ensuring that the necessary rack space has been allocated. 3. Ensuring that proper environmental requirements are met for any new Equipment installations. 4. Providing the physical address of the appliance to the Provider. 6. For virtual appliances only: 1. Providing all vCPU, RAM, and storage resources to host the virtual appliance. 2. If deployed on a Customer -managed cluster or cloud environment, Customer is responsible for virtual appliance deployment and providing console access to Provider 15. For Managed Firewalls. Filling out the Customer Design Requirements (CDR) form in its entirety to capture all firewall configuration requirements, including but not limited to: zones, rules, objects, NATs, site to site VPNs, user access VPNs, routing, and UTM configuration, 2. If migrating from a different vendor platform, Customer is responsible for translating existing configuration to populate in the Customer Design Requirements (CDR) form, 3. Providing applicable specifications to the Provider to allow for configuring Network Address Translation (NAT) and inbound and outbound stateful firewall rules, and 4. Customer is responsible for defining all inbound and outbound rules and VPN configuration and is responsible for following best practices around network segmentation and Least -privileged access. Customer is responsible for any security incidents or a breach resulting from unsecured ACLs, public NATs, VPN or any other customer defined configuration; and 16. For Managed Routers and Switches. Providing applicable specifications to the Provider to allow for configuration of network interfaces, VLANs, access ports, trunks, LACP, vPC, HSRP/VRRP, layer 3 SVIs, VRFs, static routes and dynamic routing. 26. Managed SIEM (Security Information and Event Management). The terms and conditions of this Section 3.26 are applicable to each Order that includes Managed SIEM services. 1. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Assisting the Customer in deploying the collector and/or agent on the agreed Customer locations; 2. Ensuring that all event sources are properly sending logs to the STEM; 3. Optimizing the data collection and tuning of alerts; 4. Creating custom alerting and notifications; 5. Log Ingestion: Log files will be subjected to automated analysis procedures designed to identify attacks, operational problems, or compromises, 2. Anomalies discovered by this process shall be communicated to the Customer, and 3. A ticket with a monthly report shall be provided to the Customer summarizing the results of the analysis and any applicable network traffic trends; 6. Loa File Analvsis: 1. Log files will be subjected to automated analysis procedures designed to identify attacks, operational problems, or compromises, 2. Anomalies discovered by this process shall be communicated to the Customer, and 3. A ticket with a monthly report shall be provided to the Customer summarizing the results of the analysis and any applicable network traffic trends; and 7. Loc Retention: 1. Providing a ninety (90) day active log retention. When the specified ninety (90) day limit is exceeded, the oldest logs will be overwritten to make room for new logs, 2. Providing a one (1) year archive of log files, and 3. Destruction of logs upon termination in accordance with the terms of the Agreement. 2. Customer's Obligations. The Customer is responsible for the following in accordance with Provider's delivery of the Managed SIEM services and industry best practices: 1. Populating Provider provided security questionnaire; 2. Providing an approved network diagram and any other information relevant to the security of the environment that will aid the Provider in security monitoring; 3. Providing a technical resource for the duration of the implementation project, including, but not limited to, installing and uninstalling the collectors and/or agents, and configuring log sources; 4. Providing hardware to collect event logs. In the event that the collector is part of the Customer's virtual Data Center, providing virtual resources to deploy the collector; 5. As needed for certain deployments, providing the Provider with an admin account to pull information from the environment; 6. Providing a list of log sources on the Customer's network; 7. Configuring the event sources for log data ingestion based on the Provider's instructions; 8. Notifying the Provider in the event of any changes to the list of log sources or if the network environment changes, including, but not limited to, adding or removing devices; and 9. Responding in a timely manner to Provider's incident escalations and any other issues that arise related to the health of the system or the health of any data sources. 27. Managed CRS (Continuous Risk Scanning). The terms and conditions of this Section 3.27 are applicable to each Order that includes Managed CRS services. 1. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Providing network discovery and asset prioritization; 2. Identifying critical vulnerabilities; 3. Providing a remediation workflow engine; 4. Performing distributed scanning; 5. Providing visibility to reporting and scorecards; 6. Creating tenant in the Managed Security Portal; 7. Setting up Customer's user(s) in the Managed Security Portal; 8. Creating an agent installer and supporting the Customer in the deployment of the scanning agent. Agent support shall be limited to Windows OS; 9. If necessary, assisting the Customer in the deployment of the virtual scanning appliance; and 10. Setting up the external cloud scanner for external asset scanning. 2. Customer's Obligations. The Customer is responsible for the following in accordance with Provider's delivery of the Managed CRS services and industry best practices: 1. Providing all documented IP space (including subnets); 2. Providing any changes to the network; 3. Providing an Access Control List (ACL) to allow the Provider's scanner to reach all devices; 4. Maintaining proper access to the network and assets being scanned by the Provider; 5. Assisting the Provider in the deployment of the agenda and/or virtual scanner; 6. Assisting the Provider in the grouping of assets into business contexts; 7. Remediating threats and vulnerabilities; and 8. Notifying the Provider in the event of any major changes that could potentially impact the service, including, but not limited to: 1. Changing Internet service at the Customer location, 2. Changing internal networking scheme, 3. Moving to a different location, 4. Removing agents, 5. Adding new endpoints, and 6. Replacing endpoints. 28. Managed EDR (Endpoint Detection and Response). The terms and conditions of this Section 3.28 are applicable to each Order that includes Managed EDR services. 1. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Guiding the Customer in the deployment of the agent(s), which shall be limited to Fortinet FortiEDR agents; 2. Creating and optimizing the policies and tuning alerts; 3. Creating and optimizing the Playbook according to threat data and Customer's business requirements; 4. Analyzing logs and notifying the Customer of suspicious activity or identified threats; 5. Creating custom alerting and notifications; 6. Providing a six (6) month log retention; 1. When the specified six (6) month log limit is exceeded, the oldest logs shall be overwritten to make room for new logs, and 2. Destruction of logs upon termination in accordance with the terms of the Agreement; 7. Optionally, configuring the following external integrations: 1. Custom SIEM target(s), upon Customer's reasonable request, that are publicly accessible. 2. Customer's Obligations. The Customer is responsible for the following in accordance with Provider's delivery of the Managed EDR services and industry best practices: 1. Providing an approved network diagram; 2. Providing a technical resource for the duration of the implementation project; 3. Assisting the Provider in deployment of agents on endpoints; 4. Ensuring that the endpoints, on which the Fortinet FortiEDR agents are deployed, match the specifications as defined in the Provider's then -current Product Compatibility Matrix; 5. Assisting the Provider in the customization of Playbooks and policies during the tuning period and ongoing; 6. Providing incident response and remediating threats; and 7. Notifying the Provider in the event of any major changes that could potentially impact the service, including, but not limited to: 1. Changing Internet service at the Customer location, 2. Changing internal networking scheme, 3. Moving to a different location, 4. Removing agents, 5. Adding new endpoints, and 6. Replacing endpoints. 29. Professional Security Services. The terms and conditions of this Section 3.29 are applicable to each Order that includes Professional Security services. 1. Service options. 1. Network Architecture Review and Design. This service includes professional services by the Provider's security professionals to review the Customer's existing architecture, and design a network solution driven by both security and business objectives; 2. ADDliance Configuration and Implementation. This service includes professional services by the Provider's security professionals to configure and optimize the Customer's Fortinet FortiGate appliance(s), and test the Customer's Equipment for readiness and quality before deployment. This service is limited to Fortinet products only; and 3. Health Check. This service includes professional services by the Provider's security professionals to perform a detailed review of the Customer's security solution and identify potential areas of improvement within the scope of the mutually agreed upon SOW. 2. Provider's Obligations. The Provider is responsible for the following in accordance with commercially reasonable efforts: 1. Developing a Statement of Work based on Customer's provided business objectives and/or goals; and 2. Performing duties necessary to deliver the service as defined in the Statement of Work. 3. Customer's Obligations. The Customer is responsible for the following in accordance with Provider's delivery of the Professional Security services and industry best practices: 1. Providing a technical resource for the duration of the engagement; 2. Providing an approved network diagram; 3. Providing business objectives and/or goals for the engagement; 4. Acknowledging that the Provider does not guarantee prevention of security breaches; 5. Exclusively for the Appliance Configuration and Implementation service, accurately identifying the Equipment that needs to be replaced and provide the Provider with the current configuration for the Equipment; and 6. Exclusively for the Health Check service, providing the Provider with all relevant and necessary details for the Customer's current security posture and existing system controls. 30. Managed Backup for Cohesity. The terms and conditions of this Section 3.30 are applicable to each Order that includes the Provider's Managed Backup for Cohesity service. 1. Resources. Storage. The resources that comprise the Managed Backup for Cohesity service include dedicated Equipment that provide storage capacity in pre -determined cluster sizes as specified in the Order; 2. Licensing. All required licensing is included in the Managed Backup for Cohesity service as specified in the Order; and 3. Business Models. Capacity is available in a reserved business model as specified in the Order. 2. Assets & Deliverables. The Provider is responsible for the following in accordance with commercially reasonable efforts: 1. On -Boarding Project Plan. A documented detailed overview of all tasks associated with the Provider on -boarding process defined within scope of the mutually agreed upon Statement of Work. The purpose of this document is to track ownership, progress and completion of all applicable on -boarding tasks in collaboration between the Customer and the Provider; 2. On -Boarding Provisioning Form. A detailed discovery document used for information gathering and collection of all Customer -specific technical and infrastructure -related information for the sole purpose of the Provider providing the onboarding service, integration, and management services to the Customer; 3. BackuD Policies. The policies define the managed backup schedule of how often and when to take a backup and the retention timeframe for that backup. The policies also define how often full backups should be taken and how often to retry in the event of backup failure; and 4. Backua Groups. Groups define what resources are backed up and assigns the applicable Backup Policy to those resources. 3. On -Boarding Project Management. 1. Proiect managers. Both the Provider and the Customer shall appoint a project manager to serve as the primary contact point; and 2. On -Boarding Pro iect Management Engagement. The Provider's project manager and the Customer's project manager shall meet as required for the duration of the on -boarding process for the purpose of facilitating a successful relationship and overseeing the implementation of all backup resources and services outlined in the Order and the On -boarding Provisioning Form, including but not limited to: (a) tracking the progress of the on -boarding and implementation process and all associated tasks; (b) reviewing other current or future projects or business plans that may impact the onboarding of the Equipment and services; (c) weekly status reports to review the Provider's performance in execution of the on -boarding project for delivery of all Equipment and services; and (d) coordinating and planning for any new Equipment or software acquisitions specific to supporting the completion of on -boarding the Managed Backup for Cohesity service. 4. On -Boarding Acceptance Test. 1. The On -Boarding Acceptance Test consists of non -service impacting backup recovery test operation performed by the Provider in conjunction with the Customer, as well as data recovery verification performed by the Customer, in each case as defined in the On - Boarding Project Plan; 2. The On -Boarding Acceptance Testis performed during the Provider's normal business hours of Monday -Friday 8:00 am — 5:00 pm with the time zone being based on the location where services are located, excluding any federal or other holidays observed by the Provider in such location; 3. On-Boardin><Acceatance Test Success Criteria. Successful completion of the On -boarding Acceptance Test shall be determined by validation to recover data either to the original location or an alternative location. Any other target objectives will be documented in the On -Boarding Project Plan. If the On -Boarding Acceptance Test cannot be completed for technical reasons, the Customer will provide the Provider with any data or information reasonably requested by the Provider in order to enable the Provider to diagnose and resolve any problems associated with any failure to recover data during the On -Boarding Acceptance Testing. The Provider project manager will notify the Customer via email or phone upon resolution of any such issues. After the Provider has notified the Customer that the problem has been resolved, the Customer and the Provider will promptly conduct a follow-up On -Boarding Acceptance Test to verify data recovery. This process will continue, if necessary, until the On - Boarding Acceptance Test Criteria meets the required success criteria; and 4. Notwithstanding anything to the contrary in this Service Schedule, if the Customer fails to timely participate in the On -Boarding Acceptance Test process as identified in the On -Boarding Project Plan, all of the Provider's on -boarding obligations will be considered completed and Provider will have no further obligations to the Customer regarding the On -Boarding Acceptance Test. In such event, the Customer may continue to exercise unlimited self-service testing. 5. Service Delivery Management. 1. Service Delivery Management Contacts. The Customer shall appoint an individual who will serve as the primary contact point for the Provider in connection with ongoing lifecycle management and delivery of the services, and the Provider shall appoint a point of contact; and 2. Service Delivery Management Engagement. The Provider and the appointed Customer's project contact shall meet as required during the term of each service for the purpose of facilitating a successful relationship and overseeing the delivery and performance of each service, including but not limited to, (a) tracking the progress of the onboarding and implementation process and all associated tasks, (b) reviewing other current or future projects or business plans that may impact all services and/or delivery of all services, (c) coordinating and planning for any new equipment or software acquisitions or needs, (d) reviewing strategic and tactical decisions for the Customer in respect of the establishment, budgeting and implementation of the Customer's priorities and plans for information technology that may impact services and/or delivery of all services, and (e) monitoring and resolving concerns that may arise regarding the provision of the Service Schedule. 6. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Providing the Equipment as specified by the Order; 2. Providing documentation and guiding the Customer through the On - Boarding Acceptance Test and related process; 3. Providing ongoing support and education about Customer's self- service data recovery features of the Managed Backup for Cohesity service at the Customer's request; 4. Maintaining the underlying cloud infrastructure components to support the Managed Backup for Cohesity service such as compute, memory, storage and networking by following Provider's guidelines for managing these environments; 5. Providing backup Equipment capacity increase options via Order as recommended by the Provider or as otherwise requested by the Customer; 6. In case of Provider -assisted restoration, assisting the Customer with initiating the restore from the Provider -Supplied Equipment at -time - of -Disaster; 7. Monitoring performance and status of the Managed Backup for Cohesity service in compliance with the Backup Policies for each of the Backup Groups; 8. Providing enhanced onboarding project management deliverables, to include: 1. Weekly status call between the Provider on -boarding personnel and applicable Customer's contacts, and 2. Weekly status report summarizing project tasks progress, project milestones, estimated and actual durations/completion dates and critical path items; 9. Providing the Provider's published Managed Backup for Cohesity service documentation and managing supporting documentation, including: 1. Documented inventory and workload specifications (e.g. compute, storage, networking) of all Workloads within the scope of the Order, and 2. Documented Customer network security configurations, including firewall security policies, NAT policies and network security segmentation design. 10. Providingfull installation, configuration and ongoing management of all services components required for delivery of Managed Backup for Cohesity service, to include (as applicable): 1. Backup hardware & software installation, setup and configuration in the Customer's on -premises environments used for provision of such services; 11. Providing full setup and configuration for backup of the Backup Policies for all Workloads within the scope and applicable to the Order and the On -Boarding Provisioning Form; 12. Providing full assistance with the development and creation of the Customer's Backup Policy definitions; 13. Providing managed data recovery testing from backup and live data recovery from backup declaration events; 14. Fulfilling Customer requests for new Backup Policies, increased capacity, and other change requests; and 15. Providing ongoing updates, patching and maintenance for all the Provider -supplied service components required for delivery of the Managed Backup for Cohesity service, to include: 1. Customer's on -premises Equipment, and 2. Software components used by the Managed Backup for Cohesity service; and 16. Provided the Customer has returned the Equipment to the Provider in accordance with the requirements of this Service Schedule, the Provider will permanently destroy the Equipment and provide the Customer with a Certification of Destruction within a reasonable period following such destruction. 7. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices (as applicable): 1. Providing the Provider with full and timely cooperation in the Provider's provision of the Managed Backup for Cohesity service, including without limitation by: (a) providing the Provider with all information reasonably requested by the Provider, such as backup requirement details and site access details and (b) making available Customer's designated contact reasonably accessible to the Provider; 2. Restoring backups from the Provider -Supplied Equipment provided with the Managed Backup for Cohesity service. While the Provider will provide Customer with reasonable support with restoring its backups upon request, Customer remains responsible for performing granular recovery of individual items from agent -based application aware backups. Customer further acknowledges that the Provider does not guarantee the recoverability of individual applications running on the Virtual Machines, such as databases or email messaging systems; 3. Promptly notifying the Provider if the protected Resources are compromised, modified or infected by an unauthorized user, malware, virus, worm, or similar code or otherwise Hacked or accessed by a person lacking permission to access the protected Resources; 4. If the Customer provisions Reserved Resources in excess of the specifications set out on the Order, including the storage necessary for processing the snapshot -based backups, the Provider is not responsible for any performance degradation, loss of backup data, or errors caused by over allocation; 5. Ensuring all Customer -owned software, applications, devices, systems, processes, and services that maintain Customer data to be protected by the services delivered as part of this Agreement are covered as specified under Section 2.3.5 of this Service Schedule for the purposes of fulfilling the Agreement; 6. Maintaining all firmware or software updates to all Customer -owned hardware, software, applications, devices, and systems in use with or protected by the Managed Backup for Cohesity service provided by the Provider; 7. Contacting all software, application, device, system, service, and service providers covered under this Agreement and add the appropriate Provider's personnel as approved contacts for the purposes of fulfilling this Service Schedule; 8. Assisting with the completion of the On -boarding Provisioning Form provided by the Provider; 9. Providing all current and existing documentation of the Customer Primary Site(s) including without limitation, environment "as -built" documentation, application contact information, application dependencies, current backup strategy, disaster recovery plans and any other documentation reasonably requested by the Provider; 10. Providing the Provider's personnel with the Customer's asset discovery and documentation; 11. Providing all current process documentation in support of the Managed Backup for Cohesity service and provide all assistance to the Provider as necessary to modify existing or implement new processes to streamline the delivery of the Managed Backup for Cohesity service; 12. Maintaining all software and Provider -Supplied Equipment or items provided to the Customer by the Provider located within the Customer's Primary Site(s) in direct support of the delivery of Managed Backup for Cohesity service outlined in the Order in good working order and in accordance with applicable manufacturers' specifications. The Customer shall notify the Provider immediately upon determination that any Provider -Supplied Equipment is not in compliance with the foregoing or is otherwise not working; 13. The Customer shall cooperate with the Provider with regard to the performance of the Provider's obligations hereunder, including (without limitation): 1. Providing the Provider with the required remote access to the Customer's Equipment, as may be reasonable to permit Provider to perform its obligations hereunder, and 2. Notifying the Provider of any changes to its configurations that could potentially impact the services. For example, any data protection gaps such as a newvirtual machine or physical server not being protected because the Customer did not inform the Provider. 14. Prior to the expiration or termination of any Order for the Managed Backup for Cohesity service, migrating and permanently deleting all of its Customer data residing on any Equipment prior to returning the Equipment to the Provider. Such data migration and deletion obligations are at the Customer's expense, unless otherwise agreed between the Customer and the Provider in a SOW for data migration services; and 15. Within thirty (30) days after the expiration or termination of any Order for the Managed Backup for Cohesity service where such Order covers Equipment, Customer will return the Equipment to the Provider by shipping the Equipment to Provider's designated address at Customer's expense. Risk of loss to the Equipment will remain with Customer until Equipment is delivered to the Provider. Customer acknowledges and agrees if Customer does not ship the Equipment to Provider within such thirty (30) day period, Customer will pay the applicable Provider the cost of the Equipment. 31. Managed Off -Site Backup for Cohesity. The terms and conditions of this Section 3.31 are applicable to each Order that includes the Provider's Managed Off -Site Backup for Cohesity service. 1. Resources. 1. Storage. The resources that comprise the Managed Off -Site Backup for Cohesity service could include one of the following as specified in the Order: 1. Dedicated Equipment that provides storage capacity in pre- determined cluster sizes, or 2. Shared Equipment that provide storage capacity in a multi - tenant environment; 2. Licensing. All required licensing is included in the Managed Off -Site Backup for Cohesity service unless explicitly specified in the Order for Bring -Your -Own -Device (BYOD) environments; and 3. Business Models. Capacity is available in a reserved business model for Dedicated Equipment and reserved plus burst business model for Shared Equipment as specified in the Order. 2. Assets & Deliverables. 1. On -Boarding Project Plan. A documented detailed overview of all tasks associated with the Provider on -boarding process defined within scope of the mutually agreed upon Statement of Work. The purpose of this document is to track ownership, progress, and completion of all applicable on -boarding tasks in collaboration between the Customer and the Provider; and 2. On -Boarding Provisioning Form. A detailed discovery document used for information gathering and collection of all Customer specific technical and infrastructure -related information for the sole purpose of the Provider providing the on -boarding service, integration, and management services to the Customer. 3. On -Boarding Project Management. 1. Project managers. Both the Provider and the Customer shall appoint a project manager to serve as the primary contact point; and 2. On -Boarding Pro iect Management EncaLlement. The Provider's project manager and the Customer's project manager shall meet as required for the duration of the on -boarding process for the purpose of facilitating a successful relationship and overseeing the implementation of all backup resources and services outlined in the Order and the On -boarding Provisioning Form, including but not limited to: (a) tracking the progress of the on -boarding and implementation process and all associated tasks; (b) when applicable, reviewing other current or future projects or business plans that may impact the onboarding of the Equipment and services; and (c) when applicable, weekly status reports to review the Provider's performance in execution of the on -boarding project for delivery of services. 4. Service Delivery Management. 1. Service Delivery Manasement Contacts. The Customer shall appoint an individual who will serve as the primary contact point for the Provider in connection with ongoing lifecycle management and delivery of the services, and the Provider shall appoint a point of contact; and 2. Service Delivery Management Engagement. The Provider and the appointed Customer's project contact shall meet as required during the term of each service for the purpose of facilitating a successful relationship and overseeing the delivery and performance of each service, including but not limited to, (a) tracking the progress of the onboarding and implementation process and all associated tasks, (b) reviewing other current or future projects or business plans that may impact all services and/or delivery of all services, (c) coordinating and planning for any new equipment or software acquisitions or needs, and (d) monitoring and resolving concerns that may arise regarding the provision of the Service Schedule. 5. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Providing the storage infrastructure and licensing as specified by the Order; 2. Providing documentation and guiding the Customer through the On - Boarding process; 3. Maintaining the underlying cloud infrastructure components to support the Managed Off -Site Backup for Cohesity service such as compute, memory, storage and networking by following Provider's guidelines for managing these environments; 4. Providing Off -Site Backup capacity increase options via Order as recommended by the Provider or as otherwise requested by the Customer; 5. Providing the Customer with the option to purchase a best -effort cloud restoration service to 11:11 Cloud Services at an additional cost using the backups stored at the Target Site with the following parameters: The creation of Virtual Data Center(s) will consist of the specifications detailed in the relevant Order, 2. The network connectivity to the restored environment will be provided by the Provider, 3. The restoration shall be limited to VMware based environments, and 4. The Provider will start the restoration process within 24 hours after the Customer has both declared a Disaster by notifying the Provider and approved the new Order that contains the cloud resources required to run the workloads along with the i-Tech fees for the professional services required to perform the restoration tasks; 6. Providing enhanced onboarding project management deliverables, to include: 1. Weekly status call between the Provider on -boarding personnel and applicable Customer's contacts, and 2. Weekly status report summarizing project tasks progress, project milestones, estimated and actual durations/completion dates and critical path items; 7. Providing the Provider's published Managed Off -Site Backup for Cohesity service documentation and managing supporting documentation; 8. Providing full installation, configuration and ongoing management of all services components required for delivery of Managed Off -Site Backup for Cohesity service, to include (as applicable): Backup hardware & software installation, setup and configuration; 9. Fulfilling Customer requests for increased capacity and other change requests; and 10. Providing ongoing updates, patching and maintenance for all the Provider -supplied service components required for delivery of the Managed Off -Site Backup for Cohesity service, to include: 1. Infrastructure hosting the off -site backups, and 2. Software components used by the Managed Off -Site Backup for Cohesity service. 6. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices (as applicable): 1. Providing the Provider with full and timely cooperation in the Provider's provision of the Managed Off -Site Backup for Cohesity service, including without limitation by: (a) providing the Provider with all information reasonably requested by the Provider, such as backup requirement details and (b) making available Customer's designated contact reasonably accessible to the Provider; 2. Promptly notifying the Provider if the protected Resources are compromised, modified or infected by an unauthorized user, malware, virus, worm, or similar code or otherwise hacked or accessed by a person lacking permission to access the protected Resources; 3. If the Customer provisions Reserved Resources in excess of the specifications set out on the Order, including the storage necessary for processing the snapshot -based backups, the Provider is not responsible for any performance degradation, loss of backup data, or errors caused by over allocation; 4. Maintaining compatible firmware or software updates to all Customer -owned Cohesity hardware, and software used in production that replicates to the Provider's target; 5. Assisting with the completion of the On -boarding Provisioning Form provided by the Provider; 6. Providing the Provider's personnel with the Customer's asset discovery and documentation; 7. Providing all current process documentation in support of the Managed Off -Site Backup for Cohesity service and provide all assistance to the Provider as necessary to modify existing or implement new processes to streamline the delivery of the Managed Off -Site Backup for Cohesity service; 8. The Customer shall cooperate with the Provider regarding the performance of the Provider's obligations hereunder, including (without limitation): 1. Notifying the Provider of any changes to its configurations that could potentially impact the services. For example, any data protection gaps such as a new virtual machine or physical server not being replicated because the Customer did not include the server in the Backup Policy; and 9. Prior to the expiration or termination of any Order for the Managed Off -Site Backup for Cohesity service, migrating and permanently deleting all of its Customer data residing on the Provider's target environment. Such data migration and deletion obligations are at the Customer's expense, unless otherwise agreed between the Customer and the Provider in a SOW for data migration services. 32. Managed SteelDome InfiniVault. The terms and conditions of this Section 3.32 are applicable to each Order that includes the Provider's Managed SteelDome InfiniVault. 1. Resources. 1. Licensing. All required licensing is included in the Managed SteelDome InfiniVault service; and 2. Business Models. Storage capacity is available in a reserved business model as specified in the Order. 2. Assets & Deliverables. 1. On -Boarding Project Plan. A documented detailed overview of all tasks associated with the Provider on -boarding process defined within scope of the mutually agreed upon Statement of Work. The purpose of this document is to track the ownership, progress, and completion of all applicable on -boarding tasks in collaboration between the Customer and the Provider; 2. On -Boarding Provisioning Form. A detailed discovery document used for information gathering and collection of all Customer specific technical and infrastructure -related information for the sole purpose of the Provider providing the on -boarding service, integration, and management services to the Customer; and 3. Protection Policies. The policies define the Managed SteelDome InfiniVault schedule of how often and when to take a snapshot of the data and the retention timeframe for that snapshot. 3. On -Boarding Project Management. 1. Project managers. Both the Provider and the Customer shall appoint a project manager to serve as the primary contact point; and 2. On -Boarding Pro iect Management EncaLlement. The Provider's project manager and the Customer's project manager shall meet as required for the duration of the on -boarding process for the purpose of facilitating a successful relationship and overseeing the implementation of all resources and services defined in the Order and the On -boarding Provisioning Form, including but not limited to: (a) tracking the progress of the on -boarding and implementation process and all associated tasks; (b) reviewing other current or future projects or business plans that may impact the on -boarding of the backup resources and services; (c) weekly status reports to review the Provider's performance in execution of the on -boarding project for delivery of all Cloud Resources and services; and (d) coordinating and planning for any new Equipment or software acquisitions specific to supporting the completion of on -boarding all Cloud Resources and services. 4. On -Boarding Acceptance Test. 1. The On -Boarding Acceptance Test consists of non -service impacting data recovery test operations performed by the Provider in conjunction with the Customer, as well as data recovery verification performed by the Customer, in each case as defined in the On - Boarding Project Plan; 2. The On -Boarding Acceptance Testis performed during the Provider's normal business hours of Monday to Friday, between 8:00 a.m. and 5:00 p.m., with the time zone being based on the data center location where services are located, excluding any federal or other holidays observed by the Provider in such location; 3. On -Boarding Acceptance Test Success Criteria. Successful completion of the On -boarding Acceptance Test shall be determined by validation of data recovery either to the original location or an alternative location. Any other target objectives will be documented in the On -Boarding Project Plan. If the On -Boarding Acceptance Test cannot be completed for technical reasons, the Customer will provide the Provider with any data or information reasonably requested by the Provider in order to enable the Provider to diagnose and resolve any problems associated with any failure to recover data during the On -Boarding Acceptance Testing. The Provider's project manager will notify the Customer via email or phone upon resolution of any such issues. After the Provider has notified the Customer that the problem has been resolved, the Customer and the Provider will promptly conduct a follow-up On -Boarding Acceptance Test to verify data recovery. This process will continue, if necessary, until the On - Boarding Acceptance Test Criteria meets the required success criteria; and 4. Notwithstanding anything to the contrary in this Service Schedule, if the Customer fails to timely participate in the On -Boarding Acceptance Test process as identified in the On -Boarding Project Plan, all of the Provider's on -boarding obligations will be considered completed and Provider will have no further obligations to the Customer regarding the On -Boarding Acceptance Test. In such event, the Customer may continue to exercise unlimited self-service testing. 5. Service Delivery Management. 1. Service Delivery Management Contacts. The Customer shall appoint an individual who will serve as the primary point of contact for the Provider in connection with ongoing lifecycle management and delivery of the services, and the Provider shall appoint a point of contact; and 2. Service Delivery Management Engagement. The Provider's and the appointed Customer's points of contact shall meet as required during the term of each service for the purpose of facilitating a successful relationship and overseeing the delivery and performance of each service, including but not limited to: (a) tracking the progress of the on -boarding and implementation process and all associated tasks; (b) reviewing other current or future projects or business plans that may impact all services and/or delivery of all services; (c) coordinating and planning for any new equipment or software acquisitions or needs; (d) reviewing strategic and tactical decisions for the Customer in respect of the establishment, budgeting and implementation of the Customer's priorities and plans for information technology that may impact services and/or delivery of all services; and (e) monitoring and resolving concerns that may arise regarding the provision of all services, this SLA and/or the Service Schedule. 6. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Providing the software solution as specified by the Order; 2. Providing documentation and guiding the Customer through the On - Boarding Acceptance Test and related processes; 3. Providing ongoing support and education about the Customer's Managed SteelDome InfiniVault service at the Customer's request; 4. Maintaining the underlying cloud infrastructure components to support the Managed SteelDome InfiniVault services such as compute, memory, storage and networking by following the Provider's guidelines for managing these environments; 5. Providing Managed SteelDome InfiniVault capacity increase options via Order as recommended by the Provider or as otherwise requested by the Customer; 6. In case of Provider -assisted restoration, assisting the Customer with initiating restoration from the Customer Managed SteelDome InfiniVault at the time of Disaster; 7. Monitoring performance and status of the Managed SteelDome InfiniVault service in compliance with virtual appliance operating at expected CPU, memory and storage requirements; 8. Providing enhanced on -boarding project management deliverables, to include: 1. Weekly status call between the Provider on -boarding personnel and applicable Customer's contacts, and 2. Weekly status report summarizing project tasks progress, project milestones, estimated and actual durations/completion dates and critical path items; 9. Providing the Provider's published Managed SteelDome InfiniVault service documentation and managing supporting documentation, including: 1. Documented inventory and workload specifications (e.g., compute, storage, networking) of all Workloads within the scope of the Order, and 2. Documented Customer network security configurations, including firewall security policies, NAT policies and network security segmentation design; 10. Providing full installation, configuration and ongoing management of all services components required for delivery of Managed SteelDome InfiniVault service, to include (as applicable): software installation, setup and configuration both in the Customer's premises and the Provider's cloud data center environments used for provision of such services; 11. Providing full setup and configuration for backup of the protection policies for all Workloads within the scope and applicable to the Order and the On -Boarding Provisioning Form; 12. Providing full assistance with the development and creation of the Customer's protection policy definitions; 13. Providing live data recovery from Disaster declaration events; 14. Fulfilling Customer requests for increased capacity and other change requests; and 1 S. Providing ongoing updates, patching and maintenance for all the Provider -supplied service components required for delivery of the Managed SteelDome InfiniVault service, to include: software components used by the Managed SteelDome InfiniVault service. 7. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices (as applicable): 1. Providing the Provider with full and timely cooperation in the Provider's provision of the Managed SteelDome InfiniVault services, including without limitation by: (a) providing the Provider with all information reasonably requested by the Provider, such as snapshot frequency and retention requirement details and (b) making available Customer's designated contact reasonably accessible to the Provider; 2. At the Customer's discretion, restoring data by requesting support from the Provider in restoring data from the Managed SteelDome InfiniVault service; 3. Promptly notifying the Provider if the Reserved Resources are compromised, modified or infected by an unauthorized user, malware, virus, worm, or similar code or otherwise accessed by a person lacking permission to access the protected Reserved Resources; 4. If the Customer provisions Reserved Resources in excess of the specifications set out on the Order, including the storage necessary for processing the snapshot -based recovery points, the Provider is not responsible for any performance degradation, loss of data, or errors caused by over allocation; 5. Ensuring all Customer -owned software, applications, devices, systems, processes, and services that maintain Customer data to be protected by the services delivered as part of this Agreement are covered as specified under Section 2.3.5 of this Service Schedule for the purposes of fulfilling the Agreement; 6. Maintaining all firmware or software updates to all Customer owned hardware, software, applications, devices, and systems in use with or protected by the Managed SteelDome InfiniVault services provided by the Provider; 7. Contacting all software, application, device, system, service, and service providers covered under this Agreement and adding the appropriate Provider's personnel as approved contacts for the purposes of fulfilling this Service Schedule; 8. Assisting with the completion of the On -boarding Provisioning Form provided by the Provider; 9. Providing all current and existing documentation of the Customer PrimarySite(s) including without limitation, environment "as -built" documentation, application contact information, application dependencies, current backup strategy, disaster recovery plans, and any other documentation reasonably requested by the Provider; 10. Providing the Provider's personnel with the Customer's asset discovery and documentation; 11. Providing all current process documentation in support of the Managed SteelDome InfiniVault services and provide all assistance to the Provider as necessary to modify existing or implement new processes to streamline the delivery of the Managed SteelDome InfiniVault services; 12. The Customer shall cooperate with the Provider with regard to the performance of the Provider's obligations hereunder, including (without limitation): 1. Providing the Provider with the required remote access to the Customer Equipment, as may be reasonable to permit the Provider to perform its obligations hereunder, and 2. Notifying the Provider of any changes to its configurations that could potentially impact the services. For example, new data being added to the Managed SteelDome InfiniVault services because the Customer did not inform the Provider; 13. Prior to the expiration or termination of any Order for the Managed SteelDome InfiniVault service, migrating and permanently deleting all of its Customer data residing on any Equipment. Such data migration and deletion obligations are at the Customer's expense, unless otherwise agreed between the Customer and the Provider in a SOW for data migration services. 8. Risks 1. There may be times when the Managed SteelDome InfiniVault service is unable to perform scheduled snapshots. Reasons for a snapshot failure include, but are not limited to, situations where a snapshot is unable to start during retry windows, services are temporarily unavailable, conflicts occur between resources, etc. In such events, the Provider will use reasonable efforts to attempt to remedy any potential snapshot failures, and Customer shall hold Provider harmless if a snapshot did not occur successfully. 33. Connectivity Services General Terms: The terms and conditions of Section 3.33 are applicable to each Order that includes the Provider's Connectivity Services described in Sections 3.34 - 3.36 and Section 3.43. below. 1. Order Effective Date. Notwithstanding anything to the contrary in the Agreement, all Orders for Connectivity Services will be effective and binding as of the date of execution by the last Party to execute. 2. Service Jurisdiction. Customer acknowledges and agrees that no intrastate circuit provided hereunder may: 1. be extended by Customer from any Customer Location to an out of state location; 2. be used for switched termination of interstate calls; or 3. be used to transmit or otherwise carry more than 10% Interstate Traffic even if the physical end points of the circuit are both within the same state. "Interstate Traffic" includes Internet, interstate switched access, and/or any data or switched voice traffic that originates and terminates in different states. If Customer wishes to use or extend any intrastate circuit for the foregoing purposes, Customer must provide Provider with a written request ten (10) business days prior to any such use or extension. 3. Service Delivery and Requirements. 1. Customer must procure, at its sole cost and expense, all necessary connections within each Customer Location to access and interconnect with the Connectivity Services. Customer is solely responsible for all cross -connection charges necessary to connect to the Connectivity Services. Customer is not permitted to access the Provider Network except at Customer's side of the Service Demarc; 2. Customer must procure and maintain, at its sole cost and expense, Customer Equipment which is technically compatible with the Connectivity Services and the Provider Network; and 3. Unless otherwise noted in the Order, Customer is responsible for obtaining and maintaining, for the duration of the related Order Term, any necessary third -party licenses, approvals or permissions ("Location License(s)") for Provider to connect the Connectivity Services from the public rights -of -way to the Customer Equipment and Customer Location and/or to the Customer Location and install and/or utilize the necessary inside plant facilities and equipment, including power, riser conduit and fiber optics. Such Location License(s) must extend to the installation, maintenance, and retrieval of any Provider equipment. 4. Compensation. 1. Without limiting Section 5.6.1 of the Agreement (Consequences of Termination), if the Customer cancels an Order prior to commencement of the Connectivity Services, Customer will be responsible for any and all third -party costs incurred by Provider, including the costs of carrier circuits, equipment costs, construction costs and building access costs. Notwithstanding Section 4.2 of the Agreement (Payment), Provider will invoice those costs to Customer and the invoice will be due immediately upon receipt; and 2. Customer is responsible for and will pay any and all fees (i) associated with obtaining and maintaining the Location Licenses, and (ii) assessed by any building owner, landlord or other third -party for the necessary license, approval and/or permission to install and maintain the Connectivity Service to a Customer Location. 5. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Supplying the Provider with information reasonably required to fulfill its obligations; 2. Promptly notifying the Provider if the CPE is compromised, accessed by an unauthorized person, or infected with a virus, worm or similar malicious code; and 3. When applicable, configuring the appropriate organization access permissions including the creation, modification, and deletion of end -user 11:11 Cloud Console account(s). 6. Service Level Agreement. The Service Level Agreement would be accessible at httos://l 111 systems.com/legal/sla. 34. 11:11 Lit Services. The terms and conditions of this Section 3.34 are applicable to each Order that includes 11:11 Lit Services. 1. Service Delivery and Requirements 1. Subject to the terms and conditions contained herein, the Order and the Agreement, Provider will provide the Lit Services set forth in the Order. Provider shall use reasonable commercial efforts to cause the Service Commencement Date to occur by the Requested Install Date but Provider does not guarantee that installation will be completed by such Requested Install Date. After completing installation and testing, Provider will notify Customer that the Lit Services are ready. Customer is not entitled to any credits, SLA or otherwise, for claims related to the circuits arising more than (3) days after the installation or where Customer delays in testing the circuits; 2. If installation is delayed as a result of Customer's failure to fulfill its obligations under the Agreement (including, failure to obtain any necessary Location License(s)) (defined below), Provider will give Customer written notice to cure such failure within thirty (30) days. If Customer fails to cure within such period, the Service will be deemed to be delivered and the Service Commencement Date will be deemed to have occurred on the last day of such 30-day period; 3. If an Order requires a site survey or special construction in order to be completed (each, a "Site Survey"), then Customer may incur additional Monthly Recurring Charges or Non -Recurring Charges. Customer may cancel an Order with no early termination fees if additional fees of any kind arise after the Site Survey is conducted for the Services covered by the Order; and 4. Cross Connects are not included. Customer is responsible for all cross connects unless otherwise provided in the Order. 2. Provider Network; Equipment 1. The Provider Network remains the sole and exclusive property of Provider or its supplier and nothing contained herein shall give or convey to Customer any right, title, or interest whatsoever in or to the Provider Network, which may never be deemed a fixture to real property. Customer may not adjust, encumber, repair, or attempt to repair the Provider Network, and may not remove or relocate any portion of the Provider Network without the prior written consent of Provider. Customer shall not pledge, lease, sell, transfer, mortgage, otherwise encumber, give away, remove, relocate, alter, or tamper with any portion of the Provider Network (or any notice of ownership thereon) or attach any electrical or other devices to the Provider Network. Provider reserves the right to make such filings or take such other actions as Provider, in its sole discretion, deems necessary or appropriate to evidence its ownership rights in the equipment. Customer agrees to execute all documents required to make such filings or accomplish such actions. If Customer causes any liens to be placed on the Provider Network, it must cause any such liens to be removed within thirty (30) days of Customer's knowledge thereof. Customer is liable to Provider for any loss or damage to the Provider Network other than loss or damage resulting from an act or omission of Provider, its employees, contractors, or agents; 2. Provider reserves the right to, at any time, alter the Provider Network and any equipment therein or therewith and the features and functionality of the Provider Network or equipment. Provider will use reasonable efforts to schedule maintenance and replacement of equipment to minimize interference with, or interruption of, Services, but shall have no liability for interruptions in Services arising out of, or related to, maintenance or replacements. Provider may charge Customer for any repairs or replacement required due to damage or misuse of the Provider Network or equipment (normal wear and tear excepted). If any of Provider's equipment or any portion of the Provider Network is defective, damaged, destroyed, tampered with, stolen or otherwise removed, Customer must notify Provider immediately and may be held liable for repair or replacement if such notification is not immediately provided; 3. The Customer is responsible for installing and cabling the Provider's Network Equipment at the Customer's location(s). Upon request, the Provider offers installation services as an add -on, based on availability at the respective location(s); 4. Upon termination of Services, the Customer will contact Provider to schedule return of Provider -Supplied Equipment and any portion of the Provider Network and will be responsible for the costs of shipping the equipment to Provider. All equipment and the Provider Network must be returned within thirty (30) business days of circuit termination, in undamaged and full working order (normal wear and tear excepted). If the provided equipment or any portion of the Provider Network is not returned by Customer or is not returned in such condition as originally provided, Customer shall pay Provider the cost of repair or replacement, at fair market value, as reasonably determined by Provider; 5. If an Order specifies that the Customer is required to obtain space and power to support Provider equipment or any portion of the Provider Network for the Services, Customer must provide, at its sole cost and expense, the Site Environmental Specifications; 6. If applicable, the Customer agrees to provide all reasonable assistance to Provider in procuring and installing or activating necessary telecommunication circuits and facilities as necessary to provide telemetry from the Customer Locations to Provider's monitoring center(s) to enable out of band management. Customer shall provide adequate space and power to support the related telemetry equipment; and 7. If Provider deems it necessary, the Customer may be required to renumber the IP addresses assigned to Customer by Provider. Upon expiration, cancellation, or termination of a Service for any reason, Customer agrees to return to Provider any IP addresses or address blocks assigned to the Customer. 3. Monitoring and Maintenance 1. Provider will perform all maintenance and repairs to the Provider Network as it deems necessary to ensure proper functioning of the Service. Provider will maintain the Provider Network at no additional charge to the Customer, except as provided in Section 3.34.3(b). Should any condition exist in any portion of the Provider Network that may impair the integrity of the Service or if Provider determines that it is necessary to conduct tests and adjustments to maintain the efficient working order of the Service, Provider will initiate and coordinate planned maintenance (or will cause such action to occur) which may include the deactivation of a network segment or other facility that supports the Service; and 2. If all or part of the Provider Network requires restoration, replacement or repair by reason of an act or omission of Customer, or its employees, agents or contractors, such repair, replacement and/or restoration may be made by Provider, at Customer's sole expense, in accordance with Provider's then current time and materials rates plus applicable Taxes. If Provider dispatches personnel for a Provider Network failure caused by Customer equipment or personnel or due to an issue caused by Customer's equipment or other service providers, Provider will invoice, and Customer agrees to pay Provider's actual costs for time and travel associated with the dispatch. 4. Burst Usage Payment Terms (Applies only if any Order provides for a Service with Burstable Usage) 1. Provider will measure Customer's bandwidth usage in five-minute intervals, for each point of connection between Customer and Provider (or its up -stream provider) in two categories: incoming and outgoing. At the end of each billing cycle, all data samples in each category will be sorted from highest to lowest and the top five percent (5%) of measurements will be discarded. The highest remaining data sample in the higher of the two categories will then constitute the bandwidth usage level for that particular billing cycle. "Burst Usage" means the amount of bandwidth usage for the particular billing cycle exceeding Customer's Minimum Committed Data Amount (as specified on the applicable Order.). 5. Internet Over Wireless Service. 1. Internet of Wireless ("IOW") Services use cellular radio technologies to transmit data. IOW services have the following limitations: 1. IOW Services maybe subject to transmission and service area limitations, interruptions caused by atmospheric, topographical or environmental conditions (including location topology or equipment positioning), or other conditions or activities affecting wireless transmission, 2. An external antenna maybe required in some cases (for an additional charge) to boost signal strength, and 3. 4G LTE may not be available at all locations; 2. Acceptable Use Customer must obtain Provider's prior written approval and execute a written agreement before it may install, deploy or use any of its own regeneration equipment or similar mechanism (for example, a repeater) to originate, amplify, enhance, retransmit or regenerate IOW Service, and 2. USE OF IOW SERVICES FOR REMOTE MEDICAL MONITORING IS EXPRESSLY PROHIBITED; 3. Wireless Data Usage: Wireless data usage is the sum of all data transferred, typically measured in megabytes (MB) or gigabytes (GB), across the subscribed IOW Services during the usage period. Customer is responsible for all wireless data usage, including any usage and the associated charges that exceed the Customer's data plan, regardless of the cause for that usage; 4. Usage -based Data Plans: 1. Usage -based data plans are based on the maximum amount of data usage available to the Customer before overage charges apply, 2. Provider's usage -based IOW Services are meant to be used as a back-up to primary office Internet service, as a temporary primary Internet service, machine to machine communication, or as an Access Transport for the Internet of Things ("IOT"), 3. Customers may not use IOW Services as a permanent primary Internet service without the express permission of Provider, 4. Nevertheless, regardless of Customer's intended use, Customer is responsible for choosing an adequate data plan, 5. Provider is not responsible for providing Customer with high data usage alerts. Customer has the option to purchase an edge device configured with software license to monitor its data usage for an additional fee, and 6. Customer understands that certain applications drive high data usage. Highest among these is video, including security cameras, YouTube videos, live video streams, video conferences, etc. If Customer expects to use IOW Services for such applications, a minimum data plan of 50 GB or 100 GB is recommended, which still may not be adequate. Provider recommends that Customers who choose low data plans block such applications from using its IOW Services; 5. Data Usage with Managed Services (including SD -WAN and Firewalls) 1. Customer understands that some SD -WAN applications and failover firewall configurations allow for active -active configurations in which a Virtual Private Network ("VPN") tunnel is kept active across the IOW Services with some data traffic routed through that tunnel in order to optimize quality of service. Customer must specify to Provider if it intends to use the IOW Services in active -active mode prior to implementation as certain underlying providers expressly prohibit this configuration, 2. Customer also understands that active -active configuration often results in high data usage and that if Customer intends to maintain IOW Services in an active -active configuration, a minimum data plan of 5 GB per location is advised, which still may not be adequate depending on the amount of traffic traversing the tunnel, 3. Customers who choose low data plans will ensure all device configurations are in an active -passive configuration and not active -active mode, and 4. In addition, certain managed service applications such as SD -WAN and Firewall may require configurations to "poll" for software updates frequently which can drive up data usage. It is the responsibility of the Customer to optimally configure all managed service equipment in order to minimize IOW Services usage or, if Customer works with a managed services provider (be it Provider or a third -party), ensure said provider optimally configures all equipment in order to minimize IOW Services usage; 6. Speed -based Data Plans 1. Speed -based data plans are based on maximum service speeds measured in Megabits per second (Mbps); however, the maximum speeds are not guaranteed and are subject to network availability, 2. Speed -based data plans are intended for official business use only for business -critical data applications. Authorized business applications do not include streaming video, streaming audio, web hosting, public Wi-Fi or guest Wi-Fi. Customer warrants that it will only use a speed -based data plan and the Services arising therefrom or related thereto for business -critical data applications and such usage does not include any unauthorized applications, 3. Provider may slow speeds on 8 Mbps plans after 50 GB of data usage, and 12 Mbps plans after 75 GB of data usage, and 4. For speed -based data plan users, Provider will identify users with excessive usage and review if the usage is in line with official business use for business -critical applications and business critical data. If excessive usage does not comply with these terms, Customer must immediately bring the service usage within the terms. Notwithstanding anything to the contrary in the Agreement, if usage is not brought within compliance, Provider may discontinue service or move the user to a traditional usage -based data plan with overage charges. If excessive usage is within business use, Provider will work with Customer to identify and implement an alternative solution, included alternative Internet over Anything (IOA) Services, discussing opportunities for Wi-Fi offload, application settings, and other network efficiency adjustments such as using a managed services to restrict usage. 35. 11:11 Dark Fiber. The terms and conditions of this Section 3.35 are applicable to each Order that includes 11:11 Dark Fiber services. 1. Service Delivery and Requirements 1. Subject to the terms and conditions contained herein, the Order and the Agreement, Provider will lease to Customer the Dark Fiber which will constitute the Service set forth in the Order. After completing installation and testing the Dark Fiber to determine that it meets the Dark Fiber Specifications, Provider will deliver the Dark Fiber by notifying Customer and providing testing results demonstrating compliance with the Dark Fiber Specifications. Provider shall use reasonable commercial efforts to cause the Service Commencement Date to occur by the requested Install Date set forth in the Order but Provider does not guarantee that installation will be completed by such Requested Install Date; and 2. If delivery is delayed as a result of Customer's failure to fulfill its obligations under the Agreement (including failure to obtain any necessary Location License(s)), Provider will give Customer written notice to cure such failure within thirty (30) calendar days. If Customer fails to cure within such period, the Service will be deemed to be delivered and the Service Commencement Date will be deemed to have occurred on the last day of such 30-day period. 2. Network Relocation and Underlying Rights 1. Provider may relocate all or any portion of the Provider Network segments or any of the facilities required to provide Customer with the Dark Fiber: (i) if a third -party with legal authority orders or threatens to order such relocation (e.g. through eminent domain, nationalization, or expropriation), (ii) in order to comply with applicable laws, or (iii) for bona fide operational reasons; 2. Provider agrees to provide Customer fourteen (14) calendar days prior notice of a relocation, if reasonably feasible; 3. Provider has the right to direct such relocation, including the right to determine the extent of, the timing of, and methods to be used for such relocation, provided that any relocation: 1. is constructed and tested in accordance with the Dark Fiber Specifications, 2. does not result in a materially adverse change to the operations, performance, or connection points with the Provider Network of Customer, and 3. does not unreasonably interrupt service on the Dark Fiber; 4. Notwithstanding anything to the contrary contained herein, all Dark Fiber Services to be delivered under an Order are subject and subordinate to the Underlying Rights. "Underlying Rights" means the right of way, franchise, access rights and other agreements obtained by Provider for the construction, operation, and maintenance of its network. All Dark Fiber Services provided to Customer are expressly made subject and subordinate to each and every limitation, restriction or reservation affecting the Underlying Rights. Upon the expiration or other termination of an Underlying Right that is necessary in order to grant, continue or maintain any Dark Fiber Services, Provider shall use commercially reasonable efforts to renew such Underlying Right or to obtain an alternate right of way. If Provider is required to relocate any part of its network facilities used or required in providing Dark Fiber Services to Customer as the result of a lack of an Underlying Rights, Provider shall determine the extent of, the timing of, and methods to be used for such relocation. Should Provider determine that the cost of relocation or obtaining the necessary Underlying Rights are not commercially reasonable, Provider in its sole discretion may terminate the Agreement or the applicable Order upon thirty (30) days' notice to Customer. 3. Use of Dark Fiber 1. Customer may use the Dark Fiber for any lawful purpose, including for the provision of telecommunications services, information services and capacity to its customers; 2. Customer may not, without the express written consent of Provider, perform, or contract with any third -party to perform, any repairs or maintenance to any Dark Fiber. Customer will not install any equipment to be used with the Dark Fiber that does or could damage or interfere with the Provider Network; and 3. Customer shall not, directly or indirectly, create or be permitted to impose any lien on the Dark Fiber or on the rights or title relating thereto, or any interest therein, or in the Agreement. Customer shall promptly, at its own expense, take such action as may be necessary to duly discharge any lien created by it or permitted by it to be imposed on the Dark Fiber. 4. Maintenance 1. Provider will perform all maintenance and repairs to the Provider Network as it deems necessary to ensure proper functioning of the Service. Provider will maintain the Provider Network at no additional charge to Customer, except as provided in Section 3.35.4.b. Should any condition exist in any portion of the Provider Network that may impair the integrity of the Service or if Provider determines that it is necessary to conduct tests and adjustments to maintain the efficient working order of the Service, Provider will initiate and coordinate planned maintenance (or will cause such action to occur) which may include the deactivation of a network segment or other facility that supports the Service; 2. If all or part of the Provider Network requires restoration, replacement, or repair by reason of an act or omission of Customer, or its employees, agents or contractors, such repair, replacement and/or restoration may be made by Provider, at Customer's sole expense, in accordance with Provider's then current time and materials rates plus applicable Taxes. In the event that Provider dispatches personnel for a reported Provider Network failure caused by Customer equipment or personnel or due to an issue caused by Customer's equipment or other service providers, Provider will invoice, and Customer agrees to pay Provider's actual costs for time and travel associated with the dispatch; and 3. Customer is responsible, at its sole cost and expense, for acquiring, installing, operating, or otherwise making provision for and maintaining all electronic and optronic equipment necessary for Customer to light the Dark Fiber and/or for Customer's transmissions over the Dark Fiber. 5. Dark Fiber Specifications and Fiber Optic Cable Splicing, Testing and Acceptance Standards Attenuation at 1310 nm Non -Dispersion Shifted Fiber (NDSF) Attenuation at 1550 nm Non -Dispersion Shifted Fiber (NDSF) Fiber Cable Construction Strength Member Cable Jacket Covering 1. The maximum loss value measured between Customer Locations with an industry -accepted laser source and power meter, or an OTDR, shall have an attenuation of less than or equal to the following: 1. At 1310 nm: (0.4 dB/km x km of fiber) + (number of connectors x 0.50 dB) + (0.15 dB x number of splices) + 1.0 dB 2. At 1550 nm: (0.3 dB/km x km of fiber) + (number of connectors x 0.50 dB) + (0.15 dB x number of splices) + 1.0 dB 36. 11:11 SD -WAN and Managed Connectivity. The terms and conditions of this Section 3.36 are applicable to each Order that includes the SD -WAN and Managed Connectivity services. 1. Service. 1. SD -WAN and Managed Connectivity services expand the traditional network services (as described in the Lit Services and Dark Fiber Service Supplements) to include Customer Premises Equipment (CPE) and its support. Standard service deployment includes Provider -Supplied CPE, device configuration, installation, device maintenance, warranty support, device administration, proactive monitoring, and proactive support. Devices vary based on the Customer's requirements and include. Still, they are not limited to SD -WAN -enabled managed Firewalls (as described in section 3.1), Network Switches, Network Routers, Broadband/Cable Modem, Wireless Router/Modems, and Network Interface Devices (NID). Standard service delivery for SD -WAN deployment includes engineering effort of 10 hours per each SD -WAN site managed by Provider. At the end of service delivery, Provider may charge Customer for engineering efforts exceeding a collective 10 hours per site, based on current market rates. 2. Service Demarcation. 1. CPE provided and managed by the Provider as Provider -Supplied Equipment, shall be placed on the Customer premises between the Wide Area Network (WAN) (lit or dark fiber services) and the Customer Local Area Network (LAN) environment. The point of service demarcation shall be extended for managed services to the LAN side of the router, firewall or other managed CPE device. For unmanaged telecommunications service, the demarcation shall be the output jack (typically an RJ45 or fiber optic ports) of the network equipment. Systems maintenance, testing, and support shall be extended to the demarcation on the LAN side of the CPE. It shall not extend into the Customer LAN. While the Provider's technicians may assist the Customer with trouble isolation into the LAN, the Customer remains solely responsible for maintenance and repair of the LAN environment. The Provider accepts no responsibility for the accuracy of any tests, suggested outage causes, or repair costs for any part of the Customer LAN after the point of demarcation on the managed device. 3. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Configuring the managed devices per an agreed configuration plan based on the Customer's requirements, infrastructure, and availability; 2. Designing the Customer network based on the Customer's requirements and configure the managed devices to support that design once the Customer approves; 3. Providing replacement hardware in the event of a failure; and 4. In some cases, the Provider may agree to provide monitoring services for CPE not supplied by Provider. In such cases, the Provider will provide services, as authorized by and agreed with the Customer, that may include some or all of the following: device configuration, backup configuration support, device administration and change management, proactive monitoring, VPN administration, network management portal access for real-time performance monitoring, graphs and reports. 4. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Promptly providing all information requested by Provider's technical team related to existing network policies and configurations associated with the old equipment, if applicable, to ensure a seamless migration process and to minimize any potential conflicts or challenges that may arise during the transition. In the event Customer requires additional assistance or expertise for the actual transfer of rules from the old equipment to the new SD -WAN infrastructure, then Provider is prepared to offer such services as part of a separate paid professional services engagement the terms of which will be mutually agreed to in writing signed by the Parties; 2. Providing environmentally controlled rack space and power for the managed devices; 3. Providing the Provider with out -of -band access; 4. Installing and cabling the Provider -Supplied Equipment at the Customer's location(s); 5. Providing unobstructed access to the equipment for maintenance, troubleshooting, and replacement; 6. Informing the Provider of its existing network design, the applicable IP addresses, the need for high availability, SD -WAN policies, the desired network operation with the managed CPE, and the VPN layout if included; 7. Confirming the configuration plan prior to installation and that the managed devices are configured per the Customer's preferences after service activation; 8. Confirming the network design for implementation and its correct operation upon installation; 9. Upon service connection, providing a test plan to confirm that the network's performance and failover are functioning per the plan. The Customer will allow the Provider ample time to resolve the issue identified during the testing period; 10. Procuring and maintaining the hardware and software components required for the Local Monitoring Probe. Customer will ensure the proper installation of the Local Monitoring Probe within the premises and shall be responsible for securing and configuring it to align with its corporate policies and specific network requirements. Customer is responsible for ongoing management tasks, including, but not Limited to, patching, upgrades, and updates in accordance with industry best practices; and 11. Should the Provider provide the Customer monitoring services for CPE not supplied by Provider, the Customer will be required to: 1. Authorizing Provider access the Customer's equipment and making changes to settings and configurations, 2. Providing the Provider with the necessary login credentials, including login names, passwords, and IP addresses, to access their equipment for management and administration purposes, 3. Acknowledging that such services may not be as extensive for CPE not supplied by Provider as for Provider -Supplied Equipment due to differences in manufacture and technology from the standard equipment deployed by the Provider and using the Provider's network management platform and expertise, and 4. Agreeing and acknowledging that, except in cases of gross negligence or willful misconduct, to hold the Provider harmless for any damage to CPE, associated devices, associated services, or data resulting from actions taken by the Provider in the process of monitoring, administering, and managing the CPE. 37. 11:11 DRaaS for Azure. The terms and conditions of this Section 3.37 are applicable to each Order that includes 11:11 DRaaS for Azure and are accessible at httos://l111systems.com/legal/l111-draas-azure-service-terms/ 38. 11:11 Shared Workplace. The terms and conditions of this Section 3.38 are applicable to each Order that includes 11:11 Shared Workplace Recovery services and are accessible at httgs://1111 systems.com/legal/l 111-workplace-recovery- shared-service-terms-na/ 39. 11:11 Dedicated Workplace. The terms and conditions of this Section 3.39 are applicable to each Order that includes 11:11 Dedicated Workplace Recovery services and are accessible at httos://1111 systems.com/leLal/l 111-workalace- recoverv-ded icated-service-terms-na/ 40. Cloudflare. The terms and conditions of this Section 3.40 are applicable to each Order that includes the Provider's Cloudflare services. 1. Resources. 1. Application Services. For each quantity of "Cloudflare Application Business Plan+ (Per Zone)" specified in Order: 1. Customer shall be entitled to a bundle of WAF, DDOS, DNS, and CDN features enabled for a single top-level Zone, 2. Customer shall be entitled to 1TB monthly throughput usage capacity specific to each Zone, 3. Unused throughput capacity for any given Zone cannot carry over month to month or contribute to other Zones, and 4. Throughput capacity usage exceeding the monthly 1TB allowance will be billed monthly in arrears per TB; 2. Zero Trust Services. Customer shall be entitled to one (1) unique seat for each quantity of the following services specified in the Order: 1. Cloudflare Access, 2. Cloudflare Gateway, 3. Cloudflare Advanced Browser Isolation, 4. Cloudflare Area 1 Enterprise, 5. Cloudflare Zero Trust Essentials. 1. Cloudflare Zero Trust Essentials bundle includes Cloudflare's: Access, Gateway, Tunnel, mTLS, and WARP. 2. Cloudflare Zero Trust Essentials Plus bundle includes Cloudflare's: Access, Gateway, Tunnel, mTLS, WARP, and Area 1 Email Security. 6. Cloudflare Zero Trust Advanced. 1. Cloudflare Zero Trust Advanced bundle includes Cloudflare's: Access, Gateway, Tunnel, mTLS, WARP, RBI, and CASB. 2. Cloudflare Zero Trust Advanced Plus bundle includes Access, Gateway, Tunnel, mTLS, WARP, RBI, CASB, and Area 1 Email Security. 7. Cloudflare Zero Trust Premier. 1. Cloudflare Zero Trust Premier bundle includes Access, Gateway, Tunnel, mTLS, WARP, RBI, CASB and DLP. 2. Cloudflare Zero Trust Premier Plus bundle includes Access, Gateway, Tunnel, mTLS, WARP, RBI, CASB, DLP, and Area 1 Email Security. 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Provisioning Customer account within the Cloudflare portal; 2. Enabling feature/license entitlements as defined in Order; 3. Providing quick -start guides referencing Cloudflare developer documentation for customer self -deployment and self -management of the service; 4. Billing in the arrears for consumption / usage -based overages; and 5. If Premium Management is specified in Order, Provider is responsible for: 1. Providing project management services to deploy Cloudflare services in Order, 2. Providing guided onboarding configuration in Cloudflare portal, 3. Providing ongoing change configuration in Cloudflare portal at Customer request, 4. Providing troubleshooting in Cloudflare portal at Customer request, and 5. Providing initial tuning of WAF and CDN policies with ongoing tuning at Customer request. 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices (as applicable): 1. Adherence to Cloudflare's Enterprise Subscription Agreement set out at httbs://www.cLoudflare.com/enteroriseterms/ which may be modified from time to time; 2. To the extent not inconsistent with Provider's terms and conditions, adherence to Cloudflare's Service -Specific Terms set out at httbs://www.cloudf[are.com/service-specific-terms-aoolication- services/, which may be modified from time to time; 3. Payment for any usage -based overages billed in the arrears; 4. Assisting with the completion of the On -boarding Provisioning Form provided by Provider; 5. Installation, configuration, ongoing administration and troubleshooting of WARP client software, cloudflared service, and any other software or service component on end user client and server machines to facilitate Cloudflare connectivity; and 6. Maintaining up to date versions of Cloudflare WARP, cloudflared, and all other Cloudflare software and service components to facilitate Cloudflare connectivity. 4. Modifications and Usage Based Components: Customer is responsible for the following in accordance with industry best practices (as applicable): 1. Cloudflare may change product bundles, features, services, and pricing at any time. Provider reserves the right to modify Customer order, service terms, and pricing at any time as necessary to align with Cloudflare provided offerings; and 2. Certain Cloudflare products or services may have usage -based components which bill in the arrears. All capacity usage that is over the monthly allowance will be billed in arrears on a monthly basis. 41. Managed AWS Direct Connect On -ramp. The terms and conditions of this Section 3.41 are applicable to each Order that includes 11:11 Managed AWS Direct Connect On -ramp services. 1. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices (as applicable): 1. For each quantity of 11:11 Managed AWS Direct Connect Hosted On -ramp connection specified in Offer, provision an AWS Direct Connect Hosted connection with the corresponding bandwidth; and 2. For each quantity of 11:11 Managed AWS Direct Connect Dedicated On -ramp connection specified in Offer, provision an AWS Direct Connect Dedicated connection via a physical cross connect to the AWS on -ramp router. 2. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices (as applicable): 1. AWS Direct Connect (DX) port hour charges and data transfer charges as outlined at httos://aws.amazon.com/directconneCt/Dricing/: 2. Public IP addresses to support public Virtual Interface (VIF) peering; 3. Providing AWS Account ID, VLAN IDs, and other details as necessary for Provider to provision the service; 4. Ordering the Dedicated DX port from AWS and providing LOA to Provider for physical extension for each 11:11 Managed AWS Direct Connect On -ramp (Dedicated DX) service specified in the Order; 5. Hosted Connection Cancellation. If Customer chooses to cancel an 11:11 Managed AWS Direct Connect Hosted On -ramp connection, the following obligations and responsibilities apply: Decommissioning of AWS side connection. Prior to submitting a request for disconnection to the Provider, Customer agrees to undertake the decommissioning of the AWS side of the Direct Connect connection. Decommissioning entails the removal of all network configurations, resources, and associated infrastructure pertaining to the AWS Direct Connect service. This includes, but is not limited to, the termination of Virtual Private Gateways (VGWs), Virtual Interfaces (VIFs), Direct Connect Gateway (DXGW), and associated networking components within the AWS environment, 2. Confirmation of decommissioning. Customer shall provide evidence of the decommissioning of the AWS side of the Direct Connect connection to Provider. This evidence may include screenshots, network diagrams, or other documentation demonstrating the removal and cessation of relevant AWS resources and configurations, 3. Compliance with Provider Procedures: Customer acknowledges and agrees to comply with any additional procedures or requirements stipulated by Provider regarding the cancellation and decommissioning process for AWS Direct Connect services, and 4. Non -Compliance: Failure to adhere to the decommissioning requirements outlined herein may result in additional charges, penalties, or liabilities imposed by Provider. 42. Managed Circuit. The terms and conditions of this Section 3.42 are applicable to each Order that includes 11:11 Managed Circuit services. 1. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices (as applicable): 1. Providing contact information for Customer to report Customer - Owned telecommunications degradation or service disruptions; 2. Investigating reported issues and work with the telecommunications vendors to identify root causes; 3. Managing the lifecycle of reported incidents from initial identification through resolution and closure; 4. Escalating complex or severe issues to higher -tier support teams within the telecommunications provider for further investigation and resolution; 5. Keeping Customer informed periodically of progress updates, expected resolution timelines, and any Customer action items; and 6. If necessary, assisting the Customer in obtaining an LOAto allow the Provider's support team to raise issues on its behalf. 2. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices (as applicable): 1. Reporting Customer -Owned telecommunications incidents, circuit degradation or service disruptions to the Provider's Support team; 2. Notifying the Provider of any changes in circuit type, ranging from upgrades or downgrades to cancellations with third -party vendors; 3. Cooperating with Provider's Support technicians and telecommunication service providers, providing information, and following provided guidance and instructions for troubleshooting technical difficulties and/or incident management; 4. Allowing for escalation of issues by the Provider's Support team when necessary; and 5. Providing the necessary LOA to the Provider authorizing its Support team to raise issues on its behalf. 43. 11:11 Managed Operating System. The terms and conditions of this Section 3.43 are applicable to each Order that includes 11:11 Managed Operating System services and at least one of the Provider's services that are described in Section 3.1 (11:11 Cloud) and/or Section 3.2 (11:11 Secure Cloud) of this Schedule. 1. Resources. 1. Operating System (OS). Customer licensed Operating Systems contracted to receive Managed Operating System services. 1. OS updates are contracted on a per VM basis, 2. OS updates with OS management services are contracted on a per VM basis, and 3. OS updates and OS updates with OS management services are mutually exclusive and may not be associated with the same VM. 2. Service Delivery Management. The Customer shall appoint an individual who will serve as the primary contact point for the Provider in connection with ongoing lifecycle management and delivery of the services, and the Provider shall appoint a point of contact. 3. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Maintaining the underlying OS monitoring and software update tools and processes to facilitate delivery of Managed Operating System services; 2. Maintaining a secure process for managing administrative rights and password security for each Managed OS; 3. Providing Customer with one or more methods of access to Provider resources, supporting communications related to both scheduled and reactive OS management tasks and functions; 4. Providing initial configuration of Managed Operating System services, including automated OS update scheduling for OS updates; 5. Identifying specific change control processes as applicable; 6. Establishing monitoring thresholds and notification preferences for OS Updates with OS Management services; 7. In case of Provider -assisted OS restoration, initiating the OS restore process from the most recent available backup or as directed by Customer; and 8. In -place OS version upgrades (e.g. 1.x to 2.x) are not included with either OS updates or OS updates with OS management services and are not generally recommended, however, in -place OSS version upgrade services are available under certain conditions and may be contracted for an additional per incident per OS fee if Customer accepts the associated risks. 4. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Providing and maintaining vendor supported versions of OS software either directly or through Provider's Services via a separate licensing Order; 1. For Customer provided OS licenses, providing verification of licenses and necessary license keys applicable to Customer - provided software prior to service provision by Provider 2. Providing system administration security -level (e.g. adminor root - level) access for each managed OS and, if Customer retains system administration security -level access, permit such access to be traced by Provider; 3. Providing information reasonably requested to fulfill its obligations, including, without limitation, OS configuration and support parameters and access to backup data specific to any supported OS; 4. At the Customer's discretion, restoring an OS either through the self- service 11:11 Cloud Console or by requesting support from the Provider; and 5. Having sufficient storage available to support each Managed OS per OS vendor recommendations. 5. Risks. 1. Should an applied OS patch, OS update or OS upgrade result in a failure of the OS to restart or if any other functional problems are introduced via the referenced OS changes, the sole remediation action available from Provider is the restoration of the effected VM(s) from an available backup as directed by Customer; 44. 11:11 Managed Database. The terms and conditions of this Section 3.44 are applicable to each Order that includes 11:11 Managed Database services (Managed DB services) and at least one of the Provider's services that are described in Section 3.1 (11:11 Cloud) and/or Section 3.2 (11:11 Secure Cloud) of this Schedule. 1. Resources. Managed Database(DB). Customer licensed database contracted to receive Managed DB services: 1. Initial database installation and configuration on pre -provisioned 11:11 infrastructure, which must include 11:11 OS updates with 11:11 Managed Operating System services and backup services that are compatible with the contracted database. 2. Service Delivery Management - Points of Contact. The Customer and Provider shall each appoint an individual who will serve as the primary points of contact points for ongoing lifecycle management and delivery of the services. 3. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Maintaining the underlying database monitoring and software update tools and processes to facilitate delivery of Managed Database services; 2. Establishing monitoring thresholds and notification preferences for database software updates; 3. 24x7x365 database incident management; 4. Database Change and problem management; 5. Database configuration changes, subject to Customer's approval; 6. Escalation and coordination of issues and recommendations with database vendors as and when required, subject to Customer approval; 7. Database cloning from production data; 8. Database restores from exports, database dumps or backups; 9. Maintaining a secure process for managing administrative rights and password security for each managed database; 10. Outside of available Per Incident Database Upgrade services, database software updates are limited to minor/point releases, which are subject to testing in a Customer's environment (unless under emergency maintenance conditions) and Customer approval; 11. Providing Customer with one or more methods of access to Provider resources, supporting communications related to both scheduled and reactive database management tasks and functions; and 12. In case of Provider -assisted database restoration, Provider will initiate the database restore process from the most recent available backup or as directed by Customer. 4. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices: 1. Providing and maintaining vendor supported versions of database software either directly or through Provider's Services via a separate licensing Order; 2. Providing verification of Customer provided database licenses and necessary license keys applicable to Customer -provided software prior to service provision by Provider; 3. Providing system administration security -level (e.g. ad min level) access for each managed database and, if Customer retains system administration security -level access, permit such access to be traced by Provider; 4. Providing information reasonably requested to fulfil its obligations, including, without limitation, database configuration and support parameters and access to backup data specific to any supported database; 5. Having sufficient storage available to support each managed database per database vendor recommendations; and 6. Providing a means of testing applied database patches, database updates or database upgrades to facilitate Customer validation of database performance and functionality. 5. Risks. 1. Should an applied database patch, database update or database upgrade result in a failure of the database to restart or if any other functional problems are introduced via the referenced database changes, the sole remediation action available to Customer by Provider is the restoration of the impacted database from an available backup as directed by Customer. 2. Managed Database Services do not include: 1. Support for any database configurations that are not supported or recommended by the database vendors, 2. Application security policy definition, creation or enforcement, 3. Application, modification or deletion of database objects, schemas, views, procedures, functions and jobs via database management tools, 4. Resolution of issues caused by software or applications not managed by Provider, and 5. Major database version upgrades, which are subject to additional fees and an Order. 45. 11:11 DRaaS for Cohesity. The terms and conditions of this Section 3.45 are applicable to each Order that includes the Provider's 11:11 DRaaS for Cohesity service. 1. Resources. 1. Replication Storage. The resources that comprise the 11:11 DRaaS for Cohesity service are provided by Shared Equipment that provides storage capacity in a multi -tenant environment; 2. IaaS Storage. The types of storage available are Accelerated, and/or SSD. Storage types comprising the environment are specified in the Order; 3. CPU & RAM. These Cloud Resources are available as Shared Resources. CPU & RAM comprising the environment are specified in the Order; 4. Bandwidth. Bandwidth is included, subject to abiding by the Excessive Use Section on the Acceptable Use Policy; 5. Licensing. All required licensing is included in the 11:11 DRaaS for Cohesity service; and 6. Business Models. Capacity is available in a reserved plus burst business model for Shared Equipment as specified in the Order. 2. Provider's Obligations. The Provider is responsible for the following in accordance with industry best practices: 1. Onboard ing the Customer into the Provider's Cloud Services by giving access to the service and guiding the Customer through the process of deploying the service; 2. Provide documentation, project management, and demonstrate the failover steps for a full site failover to the Customer on the Provider's test environment. In the event that a Customer would like the Provider to assist with design, implementation or testing of a partial site failover, additional i-Tech fees will apply; 3. Provide ongoing support and education to the Customer about the Service upon request; 4. Creating Virtual Data Center(s) consisting of compute, memory, storage infrastructure, and network bandwidth per specifications detailed in the Order; 5. Maintaining the underlying cloud infrastructure components such as compute, memory, storage and networking by following the Provider's guidelines for managing these environments; 6. Providing the Customer with the URL and authentication credentials to access the Customer's Cloud Resources; 7. Assigning external and internal IP addresses for the Recovery Site virtual router per the Customer -provided requirements; 8. In case of Provider -assisted Failover, assisting Customer with initiating Failover at -time -of -Disaster; 9. In the event of a Disaster and Failover to the Recovery Site, the Provider can, if needed, assist the Customer with Failback from Disasters to Customer Primary Site for additional i-Tech fees; 10. Fulfilling Customer requests for increased capacity and other change; and 11. Providing ongoing updates, patching and maintenance for all the Provider -supplied service components required for delivery of the 11:11 DRaaS for Cohesity service, to include: 1. Infrastructure hosting the off -site replicas, and 2. Software components used by the 11:11 DRaaS for Cohesity service. 3. Customer's Obligations. The Customer is responsible for the following in accordance with industry best practices (as applicable): 1. Unless specified on the Order, implementing dedicated physical or virtual network security appliance, managing Firewall(s) including but not limited to the configuration of Network Address Translation (NAT) Access List, Virtual Private Network (VPN), Dynamic Host Configuration Protocol (DHCP), Load Balancing, and static routing; 2. Providing compute, memory, storage and network requirements for each Virtual Data Center and creating Virtual Data Center network and role -based security policies; 3. Ensuring that only VMware based Workloads are replicated to the Provider and that the Virtual Machine environment matches specifications as defined in the Provider's Product Compatibility Matrix. By purchasing this product, the Customer specifically acknowledges that workloads other than VMware vSphere are not supported; 4. Configuring Cohesity Protection at the Primary Site; Creating Recovery Groups and initiating replication on Virtual Machines selected for replication; 5. Notifying the Provider before making any changes to the Primary Site that might affect the DRaaS service, including but not limited to, any upgrades or patches to Cohesity, the underlyingvirtualization layer, or the network; 6. Ensuring Virtual Machines match specifications as defined in the Provider's then -current Product Compatibility Matrix; 7. Creating and testing Recovery Plan; 8. Initiating Failover at -time -of -test and at -time -of -Disaster; 9. In case of Provider -assisted Failover, declaring a Disaster following the Provider's guidelines; 10. Maintaining operating systems and applications installed on the Customer's Virtual Machines or in the Customer's Virtual Data Center, including, but not limited to, providing support, patching, upgrades, updates and anti -virus software in accordance with industry best practices. Compatible firmware or software updates to all Customer -owned Cohesity hardware, and software used in production that replicates to the Provider's target; 11. Providing Virtual Machine and application log monitoring; 12. In the event of a Disaster and Failover to the Recovery Site, in order for the Customer to Failback to the Primary Site, the Customer needs to recreate the original environment in the Primary Site by providing similar compute, memory, storage and network resources, Virtual Machines on the Customer's hosts, Cohesity Cluster, enable site peering to Recovery Site, set up and configure Replication Groups and Policies before replicating data from Recovery Site. The Customer is responsible for paying the associated i-Tech fees if assistance from the Provider is required; 13. Promptly notifying the Provider if the Cloud Resources are compromised, accessed by a person lacking permission to access the Cloud Resources, or infected with a virus, worm or similar malicious code; 14. Informing the Provider at the time any of these changes occur in the Primary Site: 1. Increasing resource capacity in Primary Site in relation to replicated Virtual Machines without increasing Cloud Resources at Recovery site, and 2. Ensuring that there is enough bandwidth at Primary Site to enable initial replication and successive incremental changes of data to Recovery Site; and 15. Prior to the expiration or termination of any 11:11 DRaaS for Cohesity service, migrating and permanently deleting all of its Customer data residing on the Provider's target environment. Such data migration and deletion obligations are at the Customer's expense, unless otherwise agreed between the Customer and the Provider in a SOW for data migration services. 4. Risks. 1. Failing to notify Provider before making any changes to the Primary Site may impact the performance and functionality of the DRaaS service; 2. Testing can be interrupted and/or stopped by the Provider if a Testing event has run long enough to impact replication or the underlying infrastructure; and 3. Where Customer's utilization exceeds the specifications set out on the Order, Customer may experience performance degradation or errors caused by over allocation. 5. Encryption. 1. StoraLse Encryption. Replication Storage is encrypted at rest with AES-256 CBC (Cipher Block Chaining). 6. Service Levels. 1. Service Levels. Recovery Time Objective (RTO) and Recovery Point Objective (RPO) SLAs are accessible at httos://1111 systems.com/legal/sla/ 7. Recovery Testing. 1. All recovery testing should last no longer than 72 hours. If the failover test is to exceed 72 hours, this will be considered a permanent failover, and the Customer must commit to migrating virtual machines from Replication Storage to IaaS Storage; 2. If the Customer is unable to migrate failover workloads after 72 hours 1. The Provider holds the right to power down the failover test environment, and 2. The Customer can ask for assistance from the Provider to migrate workloads for an agreed upon i-Tech fee. II:II SYSTEMS WHY 11:11 PRODUCTS & SERVICES SOLUTIONS PARTNERS RESOURCES SUPPORT CONSOLE LOGIN ❑ CONTACT FREE TRIAL Service Level Agreement and Service Level Objective This Service Level Agreement (SLA) and Service Level Objective (SLO) describe the service levels at which the services will be provided and the service level objective for response to technical tickets. The terms and conditions set forth here, which may be amended from time to time at Provider's sole discretion, are hereby incorporated into each Order executed by the Provider and the Customer (each, an "Order"), pursuant to the terms below for the applicable service. Section 1 Definitions. 1.1 "Account Management Application" is the primary resource for Customers to access and manage information including, but not limited to, account profile, contact management, contracts, service and maintenance status of services and regions, and support tickets. 1.2 "Allocated Monthly Recurring Charge" or "Allocated MRC" shall mean the amount that the Provider automatically charges the Customer each month for the specific services provided as specified on the Order. 1.3 "Availability" of the Provider's Infrastructure shall be measured in the percentage of time during a particular month that the Customer's service is accessible, excluding periods of Scheduled Maintenance. Unless specified on the Order as a Provider provided Connectivity Service, it shall exclude any public Internet Service Providers (ISPs) ability to provide consistent or stable network access from the Customer premise to the Provider's Infrastructure. 1.4 "Customer Premises Equipment" or "CPE" is any terminal and associated equipment connected to the Provider's telecommunication circuit at the Demarcation Point. It could be either provided by the Customer or by the Provider, as specified on the Order. 1.5 "Demarcation Point" or "Demarc" is a point established in a building or complex to separate CPE from the equipment located in either the distribution infrastructure or central office of the Provider. 1.6 "Provider's Infrastructure" shall mean the compute, storage, switching, and network equipment owned and maintained by the Provider used to deliver the services to the Customer as specified in the Order; this includes underlying carrier infrastructure when the Provider provides Connectivity Services, as specified in the Order. 1.7 "Outage" is the complete or partial failure of the Provider's services. It shall be measured in hours from the time it has been detected, until the service has been fully restored, excluding periods of scheduled maintenance. During an Outage, the Provider's services shall be deemed unavailable. Section 2 Infrastructure and Service Availability SLA. The Provider shall use commercially reasonable efforts to make sure that the services and resources described in an Order to which such Provider is a party are available each calendar month according to the table below. 2.1 Provider's Self -Service Infrastructure Service Availability Bare Metal Infrastructure 100% Shared Colocation 100% , Service Availability IaaS (Cloud and Secure Cloud) 100% BaaS (Secure Cloud Backup) 100°% BaaS (Secure Cloud Backup for Microsoft 365) 100% DRaaS (Secure Disaster Recovery as a Service) 100°% Secure Cloud Object Storage 100% Connectivity Services — Lit Services 100%2 Connectivity Services — Dark Fiber 100°% Security Services 100% 'This Colocation availability SLA is exclusively applicable to the Provider's Infrastructure and it applies only if the Customer provided equipment that supports dual power connected to redundant A+B power circuits. For Dedicated Colocation SLAB please refer to its section on the Service Schedule available at https://1111 systems.com/legal/service-schedule/ 2Applicable only for optical Wavelength and/or EPL (Ethernet Private Line) services. Excludes broadband services and unprotected circuits or other network hardware configured in a single architecture. Remedy: If during any calendar month, the Provider does not meet the service levels defined in Section 2 above, as Customer's sole remedy and upon request, the Provider shall credit Customer the equivalent of one (1) hour fee for the applicable service for each hour of downtime during the month in which Provider fails to meet the SLA "Credit"). The one (1) hour fee is calculated as follows: Allocated MRC for the affected service - 720 hours = 1 hour fee The Credits in this Section shall not apply to Customers that have contracted with the Provider through a third -party Reseller. For remedy calculation purposes, downtime from an Outage starts from the time that the service's unavailability is reported to the Provider by the Customer and ends when the Provider restores the service. All billing credits are applied at the end of the billing cycle during which the notification of failure was received. 2.2 Provider's Managed Infrastructure This Section refers to infrastructure managed by the Provider, whether it's hosted at the Customer's premises or at the Provider's locations, and, if applicable, in either a multi - tenant or dedicated fashion. 2.2.1 Managed Backup and Replication Managed Backup for Cohesity 98% Managed Off -Site Replication for Cohesity The protected servers that are part of the Managed Backup for Cohesity and Managed Off -Site Replication services shall be successfully backed up to 98% of the time measured monthly by computing the number of successful jobs (based on the job exit codes) divided by the total schedule backup jobs configured, excluding failures that were: i) subsequently successfully completed within 24 hours of the initial failure; ii) caused by an operating system or application being open or in use during the backup windows); provided that the quantity of such data does not exceed the amount identified in Order and that restoration of data more than 1 year old is not covered by this SLA; or iii) any backup failure caused due to hardware or infrastructure issue not covered by this SLA (BYOD Use case only). Remedy: If Provider fails to meet the monthly backup jobs success rate for two (2) months in three (3) consecutive month period, Customer is entitled to a credit equal to the percentage identified in the table below for each month in which the failure occurred: Backup Job Success Rate Credit >=94% and <98% 6% of allocated MRC for the affected service >=93% and <94% 8% of allocated MRC for the affected service <93% 10% of allocated MRC for the affected service 2.2.2 Managed Security a. Managed Security Appliances Security Services — Customer Dedicated Hardware (HA) I 99.5%1 'Applicable to Provider managed security appliances configured in High Availability configuration as specified in the Order: i. Notification A. SLA. For Provider managed security appliances specified in Order, Provider will notify Customer, in the manner requested by Customer in the Customer Portal, within 15 minutes after Provider has conducted reasonable preliminary investigation verifying that the Services or Customer equipment monitored by the Services are unavailable. B. Remedy: If Provider fails to meet the Notification SLA, Customer is entitled to a credit equal to 3% of the allocated MRC for the affected service. If Customer notifies Provider within the 15-minute period regarding unavailability of equipment or Services, this remedy is not applicable. ii. High Availability Configuration A. SLA. For Provided managed security appliances redundantly configured (HA), infrastructure availability will be 99.95% of the time, measured monthly. Failure of a single device in an HA configuration does not constitute loss of availability and is not eligible for Remedy. External environmental factors such as loss of power or other events which take both firewalls down simultaneously are not eligible for Remedy. B. Remedy: If Provider fails to meet the Dedicated Hardware Availability SLA, Customer is entitled to a credit equal to 5% of the allocated MRC for the affected service, for each month in which the failure occurred b. Security Alerts. For the following managed services, Provider will notify Customer of critical security events based on manufacturer and Customer approved settings within 15 minutes of Provider's detection and identification of the event: i. Fortinet Firewall with UTP licensing and advanced management ii. Cisco Firewall with TMC licensing and advanced management iii. Managed SIEM iv. Managed EDR v. MDR Bundle Remedy: If Provider fails to meet the Security Alert SLA, Customer is entitled to a credit equal to 3% of the allocated MRC for the affected service, for each month in which the failure occurred. 2.3 Cloudflare a. Service Uptime SLA Cloudflare service 1 100% b. Remedy i. To be eligible for Remedy, Customer must first have notified Provider of the specific incident and provided notice of its intention to submit a claim within three (3) business days following such incident. ii. To submit a claim, Customer must provide to Provider, reasonable details, and sufficient evidence to support any claim, including but not limited to, detailed descriptions of an incident, the duration of such incident, network traceroutes, the URL(s) affected, and any steps taken, or attempts made, by Customer to resolve the incident. iii. Provider will submit claim details to Cloudflare who will use all information reasonably available to it to validate a claim and make a good faith judgment on whether a service credit applies to such claim. iv. SLA credits are subject to Cloudflare's final review and approval. v. For each outage period experienced by Customer during a monthly billing period, Provider will provide a Service Credit calculated in accordance with the formula below: (10 * Outage Period in Minutes * Affected Customer Ratio * Allocated MRC for the affected service) - Monthly Scheduled Availability in Minutes vi. "Affected Customer Ratio" is calculated as follows: Unique users as measured by IP address affected by the downtime incident = total unique users as measured by IP address. For example, if 100 seats of Access users are configured and available for use but logs only show 75 users connected at time of incident, the affected customer ratio would be 75/100, or .75. vii. SLA credits will only be calculated against Customer's fixed Monthly Fees. viii. SLA credits are not applicable for any premium management services. Example credit for a $1,000 monthly subscription where a 5-hour outage impacts 75 active users out of a total potential 100 users: (10x * (300 min) * (75/100 users) * $1,000)/ (43,800 min) _ $51.37 credit. c. Monitoring Methodology i. Cloudflare is not responsible for the comprehensive monitoring of customer content, and such responsibility lies with Customer. Cloudflare will review and consider all supporting data on a reported unscheduled service outage, provided that such data was obtained using a commercially reasonable independent measurement system used by Customer. ii. Cloudflare will use all information reasonably available to it to calculate the affected customer ratio during an outage period. This includes, but is not limited to, Cloudflare's analysis of service data immediately prior to the outage period, to estimate the ratio of Customer's visitors who were affected during an outage period, at one or more of Cloudflare's global data centers. 2.4 Exclusions. For all services described in this Section 2, the Provider's Infrastructure will be deemed unavailable if (a) the Customer can neither transmit nor receive data to or from the Provider's Infrastructure (whereby inability is confirmed by way of Customer documentation that verifies said inability is due to an issue with the Provider's equipment) and (b) such inability has been communicated to the Provider in sufficient detail to enable the Provider to open a case in respect thereof. The Provider's Infrastructure shall not be deemed unavailable (without limitation) in the event of any of the following: a. Any circumstances whatsoever which are not within the reasonable control of Provider or its subcontractor(s); b. Breach of the Agreement, the Services Schedule, the Order or this SLA and SLO by Customer; c. Force Majeure events; d. Virus activity and hacking attempts; e. In accordance with a court order or any requirements of any authority or other competent local authority; f. Periods of scheduled or emergency maintenance on Provider's Infrastructure of which the Customer has been notified; g. Failure or malfunction of the Customer's or End -User's connection to the Provider Network (e.g. via the public Internet or the Customer's own network) or related problem beyond the Provider's Network Demarcation Point; h. Failure or malfunction of equipment, software, or other technology not owned or controlled by Provider; i. Failure to comply with any terms of Provider's then -current Acceptable Use Policy; j. Failure or malfunction caused by Customer over -provisioning Reserved Resources in excess of the specifications set out on the Order; k. A malfunction that results from inconsistencies in the environment or unavailability that result from changes in the Customer's source environment, including, but not limited to, either intentional or accidental connection or disconnections to the environment; 1. A malfunction that results from the negligence, or intentional acts or omissions of Customer or its employees, agents or any third party; m. A malfunction that results from anyone gaining access to the Cloud Resources by means of Customer's passwords or equipment; n. Any failure to restore an environment from a Cloud Backup file chain in the Provider's cloud services (Secure Cloud Backup only); or o. Unavailability of any management console or APIs. The Provider, to the extent possible, will notify the Customer about scheduled or emergency maintenance through the Provider's Account Management Application. The Provider will constantly update the Account Management Application information to advise the Customer when a maintenance is completed. Section 3 Billing Credits. The following conditions must be met to be eligible for Billing Credits: 3.1 A Credit shall be applicable and issued only if the aggregate amount of Credits for the applicable monthly billing cycle is greater than ten dollars ($10 USD). Service Credits may not be transferred or applied to any other account. 3.2 In order to request a Credit, the Customer must contact the Provider within thirty (30) days from the last day of the reported event by emailing billin 111lsystems.com and provide reasonably sufficient information in the email for the Provider to determine whether a Credit is warranted, including, but not limited to, the ticket number that was raised by the Customer in relation to the corresponding incident. Failure of the Customer to follow the procedure in the preceding sentence shall waive the Customer's ability to receive a Credit for the affected period. 3.3 Provider shall use all information reasonably available to it to validate Claims and make a good faith judgment on whether the Customer is entitled to Credits under this Section. 3.4 Provider shall only apply Credit against future payments otherwise due from the Customer and are not transferable or redeemable for cash. The Customer's sole and exclusive remedy, and the Provider's sole liability, with respect to Provider's breach of its obligations of this Service Level Agreement are Credits as described in Section 4. 3.5 The Customer shall not be entitled to any Credit if the account is delinquent or Customer has otherwise breached the Agreement, Services Schedule, Order or this SLA. If failure occurred as a result of Customer's misuse, deliberate, or unintentional action outside of the Acceptable Usage, Customer is not entitled to Service Credits. Section 4 Technical Ticket Response SLO The Provider shall use commercially reasonable efforts to make sure that the Technical Ticket Response Management process adheres to the Targets set out in the chart below. Severity Description Initial Response Target Production system down Severity 1 • A service is "down" or there is a critical impact to the customer's < 15 mins business operations. Severity Description Initial Response Target System mi ap ired Severity 2 The Customer's business has moderate loss or degradation of services and can reasonably continue in an impaired or restricted manner. General guidance Severity 3 The Customer has a general question or need help using a Provider's product/service. Change request' • Customer submitted change request (e.g., new system addition, new N/A replication job request, new VLAN configuration at the designated Provider's Recovery Site). < 30 mins < 24 business Ins < 8 business hrs *The Initial Response Target for change requests shall only apply to the Provider's services that explicitly support Provider's adds, changes, and disconnection as part of the service. Depending on the nature of the request, if not supported by the underlying service, the Provider may assess a one-time, non -recurring fee for any changes. Section 5 Service Performance SLO. 5.1 Cloud Storage 5.1.1 Storage Performance Target.The Provider shall offer different storage types with targeted performance according to the following chart. Storage Type Average Performance Average Response Time Target (Read/Write) Advanced/Accelerated Storage 500 IOPS per TB 5 ins (millisecond) SSD Storage 2000 IOPS per TB 1 ins (millisecond) 5.1.2 Storage Performance Limits The storage is capable of very high IOPS, and that enables the Provider to allow Customers to occasionally burst IOPS over the guaranteed aggregated average IOPS for no additional charge. However, if the Provider determines, in its sole discretion, that the Customer's IOPS bursting is excessive or detrimental to overall storage performance, then, the Provider will notify the Customer about the excessive bursting and work with the Customer to: a) correct the issue causing the excessive bursting, or b) upgrade to the next available storage tier. If the Customer and Provider cannot come to a resolution within thirty (30) days after the notice, the Provider shall, at its sole discretion, rate limit such IOPS until the Customer can correct the issue causing the excessive bursting. 5.2 DRaaS 5.2.1 Recovery Time Objective (RTO). Once the Customer has completed a successful test of the then -current Recovery Plan with the Provider's involvement, the Provider shall use commercially reasonable efforts to ensure that Failover occurs at the average rate of 1 Virtual Machine per minute; considering that the following contributing factors may impact it: a. Applicable to Recovery Groups of Virtual Machines in increments of 100. Less Virtual Machines could result in longer Failover times; b. Journal size (specific to Zerto environments); c. Failing over in sequence versus bulk; d. The point in time being used when failing over; e. Excluding boot -up time, and specifically tracking when the Virtual Machine is in a powered -on state; f. The breach of this average RTO does not qualify for Billing Credits; and g. For Customers with a managed service, this RTO would be superseded by the success criteria after the initial recovery test where the Provider and Customer would, in good faith, mutually agree on the service level commitments for the services to be performed during the remaining term of the contract. This agreed RTO would be applicable only for the latest Point -In -Time (PIT) snapshot. 5.2.2 Recovery Point Objective (RPO). Customer's RPO is determined and reflected based on settings in the replication engine software, and, as a result, the Provider can only offer guarantee on best efforts in assisting Customer to achieve that RPO dependent on Customer's bandwidth and configuration. Type SLO Recovery Time Objective (RTO) Average of 1 Virtual Machine per Minute (see above) Type SLO Recovery Point Objective (RPO) PRODUCTS SERVICES Cloud Backup Disaster Recovery Managed Security Connectivity Solutions Compliance COMPANY Why 11:11 Customer Stories Careers Leadership Technology Partners News & Media Contact Support Based on Recovery Group settings CLOUD REGIONS North America EMEA APAC CONNECT Linkedln Twitter Youtube © 2024 11:11 Systems Inc., All Rights Reserved I Privacy Notice I Website Terms of Use IManage Cookie Preferences II:IISYSTEMS Acceptable Use Policy Version 2.1 Introduction This Acceptable Use Policy ("AUP") applies to Customer's (defined below) access, use, and/or provision of certain 11:11 System, Inc. or its affiliates' (together, 11:11") products, services, computers, equipment, software, networks, and/or information systems (collectively, "Systems") and supplements Customer's definitive agreement with 11:11 ("Customer's Agreement"). The term "Customer" includes 11:11's direct customers and any authorized wholesale partner that provides the Systems to its customers, including, in each case, their end -users of the Systems. If there is a conflict between this AUP and the Customer's Agreement, the Customer's Agreement will control for that conflict. 11:11 may make changes to this AUP from time to time. If 11:11 makes changes, 11:11 will provide Customer with notice of such changes, and the updated AUP will be effective on the 30th day following the date on which such notice is provided to Customer, or such later time as specified byll:ll. Customer's continued access, use, and/or provision of the Systems after such notice effective date will confirm Customer's acceptance of the changes. Customer is responsible for the activities of its end -users or customers and their end -users and, by accessing, using, and/or providing the Systems, agrees to inform its customers and/or end -users of this AUP or its own acceptable use policy, which must be co -extensive and consistent with these terms. Compliance with Supplemental Carrier Terms In addition to this AUP, additional guidelines, policies, terms, or rules of third -party carriers (the "Supplemental Carrier Terms") may apply to Customer's use of the Systems. Customer's use of the Systems will comply with such Supplemental Carrier Terms, as applicable. Any violation of the Supplemental Carrier Terms is considered a violation of this AUP and the Customer's Agreement. If there is a conflict between this AUP and any Supplemental Carrier Terms, the Supplemental Carrier Terms will control for that conflict. Links for additional carrier AUP policies are provided at the end of this Policy. Notification Responsibilities In addition to Customer's obligations under the Customer's Agreement, Customer will timely prepare for and react to notifications of actual and alleged violations of this AUP by complying with the following: 1) Customer will identify, and provide to 11:11 the contact information of, a customer representative to receive communications regarding possible violations of this AUP. Customer will keep such contact information current and up to date at all times and promptly provide any changes to 11:11 during the term of the Customer's Agreement. 2) Customer will timely and professionally respond to and address the concerns of each complainant that sends a complaint to Customer (including anythird-party complaints that may be forwarded by 11:11) regarding possible violations of this AUP ("Complaints"). Page 1 of 7 Copyright © 202411:11 Systems. All rights reserved. RETHINK CONNECTED II:IISYSTEMS Acceptable Use Policy Version 2.1 3) Customer will promptly investigate all such Complaints and take all necessary actions to remedy any violations of this AUP. 4) Promptly upon 11:11's request, Customer will provide true and complete copies of all Complaints to 11:11 at abuse( llllsystems.com. Customer acknowledges that 11:11 is not required to, and will not, act as intermediary between Customer and a complainant. Prohibited Conduct Customer will only access, use, and/or provide the Systems for lawful purposes, their intended purposes, and the purposes set forth in Customer's Agreement. Customer will not violate any applicable law, contract, intellectual property right or other third party right or commit a tort in connection with its access, use, and/or provision of the Systems. Customer is solely responsible for Customer's and as applicable, its end -users and customers and their end -users,' conduct in connection with the Systems. Without limiting the foregoing, Customer will not: 1) Access, Use, and Provision of the Systems a) Unauthorized Access. Illegally or without authorization: access or attempt to access other computers, accounts, networks, or computer resources belonging to any third party or user; attempt to penetrate security measures of the Systems or other systems; devise waysto circumvent security in order to access unsubscribed Systems; encumber disk space, processors, or other System resources beyond amounts allowed by the applicable System's product or service guidelines provided byll:ll; or interfere with any System, overload a System, or disable, tamper with, take down, or attempt to disable, tamper with, or take down, any host not owned by Customer. b) Usage Restrictions. Place an unusually large burden on the Systems or exceed credit or usage limitations associated with the Systems without 11:11's express written consent. c) Resale. Sell or resell the Systems or provide the Systems as a service bureau, unless Customer is an authorized wholesale partner in good standing and Customer's Agreement allows for such additional uses of the Systems. d) Modifications. Modify any of the Systems, remove any proprietary rights notices or markings, or otherwise make any derivative works based upon the Systems. e) Reproduction. Copy, reproduce, distribute, publicly perform, or publicly display all or portions of the Systems, except as expressly permitted in writing by 11:11 or its licensors. f) Reverse Engineering. Reverse engineer any aspect of the Systems or do anything that might discover source code or bypass or circumvent measures employed to prevent or limit access to any part of the Systems. Page 2 of 7 Copyright © 202411:11 Systems. All rights reserved. RETHINK CONNECTED II:IISYSTEMS Acceptable Use Policy Version 2.1 g) Customer Applications. Except as expressly permitted by Customer's Agreement, develop, or use any applications that interact with the Systems without 11:11's prior written consent. h) No High -Risk Activities. Use of the Systems in connection with aircraft or other modes of human mass transportation, nuclear or chemical facilities, life support devices, Class III medical devices under the Federal Food, Drug and Cosmetic Act, or any other situation where failure or fault of the Systems could lead to death or serious bodily injury of any person or environmental damage. 2) Illegal Activities a) Child Pornography. Violate federal child exploitation statutes or possess, produce, receive, transport, or distribute by any means, including computer, visual depictions of "sexual intercourse," and/or "sexually explicit conduct" involving persons under the age of 18. b) Illegal or Unauthorized Acts. Use the Systems for any illegal or unauthorized purpose, or engage in, encourage, or promote any activity that violates Customer's Agreement or this AUP. c) Fraudulent Activities. Commit fraudulent activities including, but not limited to, intentional misrepresentations or misleading statements, writings, or activities made with the intent that the person or entity receiving it will act upon it; obtaining services with the intent to avoid payment; and hosting of phishing websites. 3) Prohibited Activities a) Harassment. Use any of the Systems to engage in any harassing, threatening, intimidating, predatory or stalking conduct. b) Distribution of Viruses. Distribute viruses, malware or other harmful code, or any other software, programs or messages that may cause damage or annoyance to persons, data, and/or computer systems. Any hosts owned by Customer and not timely secured or removed by Customer may be blocked by 11:11 from accessing the Systems. c) Denial of Service. Use any of the Systems in any manner that could interfere with, disrupt, negatively affect, or inhibit other users' use and full enjoyment of the Systems or that could damage, disable, overburden, or impair the functioning of the Systems in any manner. Customer is also prohibited from activity considered a precursor to attempted security violations including, but not limited to, any form of scanning, probing, or other testing or information gathering activity, without prior express written consent from 11:11's Chief Information Security Officer. Page 3 of 7 Copyright © 202411:11 Systems. All rights reserved. RETHINK CONNECTED II:IISYSTEMS Acceptable Use Policy Version 2.1 d) Data Mining. Use any data mining, robots or similar data gathering or extraction methods designed to scrape or extract data from the Systems. e) Blacklisting. Behave in any manner that causes blacklisting, and any such blacklisting must be remedied within 48 hours of written, electronic or telephonic notice from 11:11; or engage in any activities that result in re -listing. f) Vulnerability Testing. Attempt to probe, scan, penetrate or test the vulnerability of the Systems or to breach 11:11's or any System's security or authentication measures, whether by passive or intrusive techniques, without 11:11's express written consent. g) Facilitating a Violation of This AUP. Advertise, transmit, or otherwise make available any software, program, product, or service that is designed to allow a user to violate this AUP, including, but not limited to, facilitating the means to Spam, initiating pinging, flooding, mail bombing, denial of service attacks, and piracy of software. 4) Misrepresentation and Impersonation. Impersonate any person or entity, or falsely state or otherwise misrepresent you or your affiliation with any person or entity, including by altering source IP address information and/or forging or misrepresenting a message header of an electronic transmission originating or passing through the Systems. Any attempt to fraudulently conceal, forge, or otherwise falsify a Customer's identity in connection with use of the Systems is prohibited. 5) Spam and Emails a) Email Spamming. Transmit, send, distribute, or post unsolicited or unauthorized advertising, promotional materials, "Spam", bulk emails, "chain letters", or pyramid schemes oranysimilarform of solicitation; send large amounts of email repeatedlythat annoys, harasses, or threatens another person or entity; or attempt to use the Systems as a mail drop or name server for any of the foregoing prohibited unsolicited or unauthorized advertising, promotional materials, "Spam," bulk emails, "chain letters," or pyramid schemes. b) Non -email Based Spamming. Post messages to newsgroups/blogs/services that are irrelevant, blanket posting of messages to multiple newsgroups/blogs/services, or post annoying, harassing, and/or threatening messages; or violate any rules, policies, or charters posted online by any search engine, subscription web service, chat area, bulletin board, webpage, or any other service accessed via the Systems. c) Email Relay. Use a third party's electronic email server to relay email without express permission from such third party. Page 4 of 7 Copyright © 202411:11 systems. All rights reserved. RETHINK CONNECTED II:IISYSTEMS Acceptable Use Policy Version 2.1 Prohibited Content Customer will not create, post, store, share, transmit, retransmit, redirect, or store any content, data, material, or information ("Content"), or cause the Systems to transmit, retransmit, redirect, store, provide, or receive any Content that, in 11:11's sole discretion: 1) Inappropriate Content. Is unlawful, pornographic (including child pornography), sexually explicit, indecent, lewd, suggestive, offensive, inflammatory, harassing, fraudulent, inappropriate, obscene, defamatory, libelous, threatening, abusive, hateful, or which contains or incites violence or discrimination or invades privacy or publicity rights. 2) Violation of Law. Would constitute, encourage, or provide instructions for a criminal offense, constitute an illegal threat, violate the rights of any person or entity or otherwise create liability or violate any applicable local, state, national, or international law, regulation, or order, or industry or community standards (including, without limitation, export control laws). 3) Intellectual Property Rights. May infringe any patent, trademark, trade secret, copyright, or other intellectual or proprietary right of any person or entity. 4) Dangerous Activities. Would constitute, encourage, or provide instructions for dangerous activities or self -harm. 5) Provocation. Is deliberately designed to provoke or antagonize people, especially trolling and bullying, or is intended to harass, harm, hurt, scare, distress, embarrass, or upset people; any material that is racist or discriminatory, including discrimination on the basis of someone's race, religion, age, gender, disability, or sexuality. 6) Solicitations. Contains any unsolicited promotions, political campaigning, advertising, or solicitations. 7) Private Information. Contains any private information of any third party, including addresses, phone numbers, email addresses, number and feature in the personal identity document (e.g., driver's license numbers, passport numbers), or credit card numbers. 8) Viruses. Contains any viruses, corrupted data, or other harmful, disruptive, or destructive files or content. 9) Objectionable Content. Is objectionable, restricts or inhibits any other person from using or enjoying the Systems, or may expose 11:11 or others to any harm, liability, or disrepute of any type. Page 5 of 7 Copyright ©202411:11 systems. All rights reserved. RETHINK CONNECTED II:IISYSTEMS Acceptable Use Policy Version 2.1 Bulk Emailers Customer will not, nor permit its end -users nor its customers' end -users (as applicable) to, send unsolicited bulk email from another Internet service provider's network advertising or implicating any Systems hosted or provided by 11:11, including, without limitation, email, web hosting, FTP and DNS services, or send email with added words/characters in an attempt to bypass Bayesian filters. If Customer uses bulk emailers on the Systems, Customer will: (1) remove complainants immediately upon request, and if required by law, provide the complete confirmed opt -in information for each complainant within 24 hours of the request; (2) establish and maintain an accurate and current master no -send list; (3) demonstrate a definitive prior business relationship between the sender and the recipient; and (4) if Customer utilizes an affiliate program to generate leads, Customer will: (a) remain fully responsible and liable for the actions of its affiliates, and (b) establish control over its utilized affiliates, including, but not limited to, blocking affiliate links and sending the affiliate traffic to a 404 error type page. 11:11 may, in its sole discretion, rely upon information obtained from anti-spamming organizations (including, for example and without limitation, spamhaus.org, spamcop.net, sorbs.net, and abuse.net) as evidence that a user is an active "spam operation" for purposes of taking remedial action under this AUP. Violations and Enforcement Violation of this AU P is a violation of Customer's Agreement. Penalties for violation of this AU P may include, but are not limited to: immediate suspension or termination of the Systems or any part thereof, removing or disabling Customer's access to the Systems or any part thereof, deletion and removal of Customer's content, data, materials, and/or information from the Systems, and /or termination of Customer's Agreement and/or Customer's account with 11:11, in each case with or without notice, without any refund, and subject to any applicable Early Termination Fee identified in Customer's Agreement. 11:11 may assess time and materials charges to resolve any actual or alleged violations of this AUP by Customer that are not timely, professionally, or fully resolved by the Customer and Customer will timely pay such charges to 11:11 in accordance with the terms of Customer's Agreement. In addition, 11:11 may exercise any other rights or remedies available to it for violations of this AUP or Customer's Agreement. Enforcement of this AUP is solely at 11:11's discretion, and failure to enforce this AUP in some instances does not constitute a waiver of 11:11's right to enforce it or Customer's Agreement in other instances. 11:11 is not liable for damages of any nature suffered by Customer, its end -users, or any third party resulting in whole or in part from 11:11 exercising its rights under this AUP or Customer's Agreement. Inauiries Customer will submit any inquiries regarding this AUP via email to: abuseCcbillllsystems.com. Page 6 of 7 Copyright © 202411:11 Systems. All rights reserved. RETHINK CONNECTED II:IISYSTEMS Acceptable Use Policy Version 2.1 Other related documents: CARRIER AUP LINKS Airtel AT&T Astound Broadband Amazon Web Services Colt Technoloav Services Group Comcast Conterra Coaent Communications Crown Castle Entelaent Extenet Eauinix Flexential Frontier G TT Hurricane Electric I NAP DartPoints (formerly Immedion) Liahtoath N itel CenturvLink / Lumen Meaaport Momentum NTT Optus OTS Sinatel Mobile Spectrum Enterprise Spectrum Broadband Spectrotel Tata Communications Transformation Services Telia Company Telstra Global Unitas Global Uniti Verizon Vocus Zavo Page 7 of 7 Copyright ©202411:11 Systems. All rights reserved. RETHINK CONNECTED Exhibit B OMNIA Cooperative Contract No. R210404 Cobb County Contract # 23-6692-04 for Technology Product Solutions and Related Services with Iron Bow Technologies Effective: May 1, 2023 The following documents comprise the executed contract between the Cobb County, and Iron Bow Technologies effective May 1, 2023: I. Executed Master Agreement II. Supplier's Response to the RFP, incorporated by reference I Reference No. _� 10,7 p t a g e 11 Reference Number Reference Depart I Purchasing Department Master Agreement Owner: Cobb County Board of Commissioners 100 Cherokee Street Marietta, GA 30090 Contractor: Iron Bow Technologies, LLC 2121 Cooperative Way, Suite 500 Hemdon, VA 20171 Description- TECHNOLOGY PRODUCT SOLUTIONS AND RELATED SERVICES: The undersigned parties understand and agree to comply with and be bound by the entire contents of Seated Bid #23-6692 ("the RFPn and the Contractor's Proposal submitted October 13, 2022, which is incorporated herein by reference. OMNIA PARTNERS, PUBLIC SECTOR: Supplier agrees to extend Goods and/or Services to public agencies (state and local governmental entities, public and private primary, secondary and higher education entities, non-profit entities, and agencies for the public benefit) ("Public Agencies") registered with OMNIA Partners, Public Sector ("Participating Public Agencies") under the terms of this agreement (-Master Agreement"). Governing This Agreement shall be governed by the laws of the State of Georgia. As to any dispute hereunder, venue shall be in the Superior Law: Court of Cobb County, Georgia. This Agreement shall begin on May 1, 2023, the Effective Date, for a period of thirty-six months, and shall automatically Term: terminate and renew for two (2) additional twelve (12) month periods and shall terminate absolutely on April 30, 2028, unless earlier terminated as provided herein. Pursuant to O.C.G.A. § 36-60-13, this Agreement shall terminate absolutely and without further obligation on the pan of the County at the close of the calendar year in which it was executed and at the close of each succeeding calendar for which it may be renewed. The Parties reserve the right to renew, amend or extend the Agreement for additional terms. Either party may terminate this Agreement for convenience and/or due to lack of funding at the end of each annual term. Prices for services and equipment, if applicable, as stated in the Contractors proposal Price: For purchases made by Cobb Count y Government, all original invoices shall be submitted directly to the Cobb County Finance Billing: Department. invoices shall bill only for items received during the period covered by the invoice and shall clearly identify such items in accordance with invoicing guidelines in the Sealed Bid Proposal. For purchases made by participating public agencies. the Contractor shall comply with each agency's invoicing and billing requirements outlined on the applicable order. (SIGNATURES ON NEXT PAGE; Page 12 IN WITNESS, WHEREOF, this Agreement has been executed by Owner and accepted by Contractor to be effective as of the date first above written. Cobb County... Expect the Best! Cobb County Board of Commissi 100 Cherokee Street . L Marietta, GA 30090 Lisa N. Cupid, Chainv and J�q Cobb County Board o Commis Date Iron Bow Technologies, LLC 2121 Cooperative Way, Suite 500 Hemdon, VA 20171 X A J" 01, "L- A.Auri d igna e yro all ruk Director, Cantrartc Title 04 Apr 2023 Date FEDERAL TAX ID NUMBER 26-1615129 Approved as to form P County A ey s OfQe Date APPROVED PER MINUTES OF COBBCOUNTY BOARD OF COMMISSIONERS 3/i q1).3 1' a , ' 11 Reference Number Reference Depart Owner: Contractor: Purchasing Department Master Agreement Cobb County Board of Commissioners 100 Cherokee Street Marietta, GA 30090 Iron Bow Technologies, LLC 2121 Cooperative Way, Suite 500 Herndon, VA 20171 Description: TECHNOLOGY PRODUCT SOLUTIONS AND RELAT�"�,,d&id RVICES: The undersigned parties understand and agree to comply with and be bound by the entire contents of S #23-6692 ("the RFP"I ind the Contractor's Proposal submitted October 13, 2022, which is incorporated herein ference. OMNIA RTNERS, PUBLIC SECTOR: S plier agrees to extend Goods and/or Services to public agencies (state and to governmental entities, publican private primary, secondary and higher education entities, non-profit entities, and ag or for the public benefit) 'Public Agencies") registered with OMNIA Partners, Public Sector ("Participating Pu 'c Agencies") under the rms of this agreement ("Master Agreement"). Governing This Agreement shall be gov ed by the ws of the State of Georgia. As to any dispute hereunder, venue shall be in the Superior Law: Court of Cobb County, Georgia. This Agreement shall begin on�+fay 1, 023, the Effective Date, for a period of thirty-six months, and shall automatically Term: terminate and renew for two (�} additionaE tive (12) month periods and shall terminate absolutely on April 30, 2028, unless earlier terminated as provided herein. Purs O.C.G.A. § 36-60-13, this Agreement shall terminate absolutely and without further obligation on the'par( of the County at close of the calendar year in which it was executed and at the close of each succeeding calendar for which it may be renew . The Parties reserve the right to renew, amend or extend the Agreement for additional terms. Fdher party may terminate this A ment for convenience and/or due to lack of funding at the end of each annual term. Prices for ices and equipment, if applicable, as stated in Contractor's proposal Price: For pu hases made by Cobb Count y Government, all original invoices hall be submitted directly to the Cobb County Finance Billing: Dep eat. Invoices shall bill only for items received during the period vered by the invoice and shall clearly identify such ite sin accordance with invoicing guidelines in the Sealed Bid Proposal. For purchases made by participating public agencies. e Contractor shall comply with each agency's invoicing and billing requirements outlined on the applicable order. (SIGNATURES ON NEXT PAGE) Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Table of Contents 1.0 Cover Letter [5.1, XXXV, 6.111]..............................................................................................................................1 2.0 Executive Summary [5.2, XXXIV]........................................................................................................................3 2.1 Dedicated SLED Practice.............................................................................................................................3 2.2 Corporate Values.........................................................................................................................................4 2.3 Breadth and Depth of Partnerships..............................................................................................................5 3.0 Company Background/Profile [5.3, XXXVI, XXXVII]..........................................................................................7 3.1 Company Background[5.3]..........................................................................................................................7 3.2 Project Team [XXXVI]..................................................................................................................................7 3.3 Small and Minority Business Participation [XXXVII]....................................................................................9 4.0 Experience [5.4]..................................................................................................................................................10 4.1 Past Performance 1: Virginia Information Technologies Agency (VITA) — Device as a Service (DaaS)... 11 4.2 Past Performance 2: Maryland Judiciary — Cloud -Based Unified Communications Solution ....................11 4.3 Past Performance 3: Veterans Affairs (VA) Office of Connected Care (OCC) — Clinical Enterprise Videoconference Network (CEVN) Blanket Purchase Agreement (BPA)...............................................................13 4.4 Past Performance 4: County of Fairfax (Virginia) — Hardware and Warranty............................................15 4.5 Past Performance 5: The School Board of Hernando County, FL — Video Surveillance ...........................16 5.0 Product Information/Service Capability [5.5]..................................................................................................17 5.1 Service Capability and Service Centers [5.5(a)]........................................................................................17 5.1.1 Service Capability [5.5(a)].................................................................................................................17 5.1.2 Authorized Service Centers...............................................................................................................18 5.1.3 Pickup and Delivery Services............................................................................................................19 5.2 Payment Terms and Methods [5.5(b)].......................................................................................................19 5.2.1 Credit Card Orders............................................................................................................................19 5.2.2 Flexible Financing..............................................................................................................................20 5.2.3 Order Management...........................................................................................................................20 5.3 Pricing [5.6]................................................................................................................................................20 5.3.1 Proposed Pricing[5.6(a)]...................................................................................................................20 5.3.2 Additional Discounts [5.6(b)].............................................................................................................29 5.3.3 Trade -In, Leasing, and Other Financing Offerings............................................................................29 6.0 Financial Statements [5.7].................................................................................................................................30 6.1 Financial Statement [5.7(a)].......................................................................................................................30 6.2 Firm Preparing the Financial Statement[5.7(b)]........................................................................................30 6.3 Bankruptcy Petition[5.7(c)]........................................................................................................................30 7.0 National Contract [Attachment A, Exhibit A, 3.0; 5.8; General Definition of Products and/or Services] ..31 7.1 OMNIA Partners Response for National Cooperative Contract [Attachment A, Exhibit A, 3.0; 5.8(a)] .....31 7.1.1 Company [Attachment A, Exhibit A, 3.1]...........................................................................................31 7.1.2 Distribution, Logistics [Attachment A, Exhibit A, 3.2; GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES]..........................................................................................................................................38 7.1.3 Marketing and Sales [Attachment A, Exhibit A, 3.3]..........................................................................53 7.1.4 Transition Plan (3.3(C)].....................................................................................................................57 7.1.5 Iron Bow Logo [3.3(D)]......................................................................................................................58 7.1.6 Proactive Direct Sales [3.3(E)]..........................................................................................................58 7.1.7 Sales Training [3.3(F)].......................................................................................................................59 Iron Bow Technologies, LLC Page i October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 7.1.8 Key Resource Contact Information(3.3(G)]......................................................................................59 7.1.9 Iron Bow National Sales Team[3.3(H)].............................................................................................60 7.1.10 National Program Implementation and Expansion[3.3(I)]............................................................64 7.1.11 National Program Management [3.3(I)].........................................................................................65 7.1.12 Iron Bow Public Agency Sales [3.3(J)]..........................................................................................66 7.1.13 Information Systems Capabilities[3.3(K)].....................................................................................67 7.1.14 Guaranteed Contract Sales [3.3(L); Attachment A, Exhibit B]......................................................68 7.1.15 Responding to Formal Solicitations [3.3(M)].................................................................................69 7.1.16 Additional Information...................................................................................................................69 7.2 OMNIA Partners Administration Agreement[5.8(b)]..................................................................................72 Appendix A —Dun & Bradstreet Report Appendix B—Contractor Affidavit & Agreement (Exhibit A) Appendix C—Federal Funds Certifications (Exhibit F) Appendix D—New Jersey Business Compliance (Exhibit G) Appendix E—Sample Reporting Template (Exhibit E) Appendix F—Acknowledgment of Addenda Iron Bow Technologies, LLC Page ii October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 List of Figures Figure 1. Iron Bow Vision, Mission, Mantra Figure 2. Enhancing Customer Service and Ensuring Quality Levels of Performance Figure 3. Iron Bow Enables Cisco -Microsoft Interoperability Figure 4. Enterprise Calling & Meetings with An Agency's Corporate Messaging Platform Figure 5. High -Level Overview of Iron Bow's 90-Day Plan Figure 6. SLED/Commercial Sales Team Figure 7. Iron Bow Leadership Team List of Tables Table 1. Sample List of Iron Bow OEM Partnerships Table 2. Iron Bow Company Background Table 3. Iron Bow Locations Table 4. OEM Price List Crosswalk Table 5. Iron Bow Minimum Discounts by OEM Table 6. Iron Bow Locations Table 7. Iron Bow Annual Sales Table 8. Iron Bow Socioeconomic Status Table 9. Iron Bow Industry Recognition Table 10. Iron Bow Experience Across Required Technology Products Table 11. Iron Bow Experience Across Required Technology Services and Solutions Table 12. Benefits of Iron Bow's Telehealth Solution Portfolio Table 13. Iron Bow's Telehealth Solution Portfolio Table 14. MS Teams and Cisco WebEx Integration Additional Information Table 15. Examples of Iron Bow Training Methods Table 16. Key Resource Contact Information Table 17. Iron Bow GWAC and IDIQ Contracts Table 18. Public Agency Sales Iron Bow Technologies, LLC Page iii October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Glossary ABC Alcoholic Beverage Control ACD automatic call distribution ACMA Aruba Certified Mobility Associate Agency Participating Public Agency Al artificial intelligence ANSI American National Standard Institute ASA Average Speed to Answer ATO Authority to Operate ATS Apptis Technology Solutions LLC AV audiovisual AWS Amazon Web Services B213 business -to -business B2C business -to -consumer BEAR Billed Entity Applicant Reimbursement BI business intelligence BOM bill of materials BPA blanket purchase agreement CaaS communications -as -a -service CCDA Cisco Certified Design Associate CCDE Cisco Certified Design Expert CCDP Cisco Certified Design Professional CCIE Cisco Certified Internetwork Expert CCNA Cisco Certified Network Associate CCNP Cisco Certified Network Professional CCNP-V Cisco Certified Network Professional - Voice CEVN Clinical Enterprise Videoconferencing Network CHESS Computer Hardware, Enterprise Software and Solutions CIO -CS Chief Information Officer — Commodities and Solutions CONUS continental United States COOP continuity of operations COR contracting officer's representative CPAR Contractor Performance Assessment Report CSC Customer Success Center CSE Cisco Sales Expert CSE consulting system engineer DaaS Device -as -a -Service DBaaS database -as -a -service DoD Department of Defense DR disaster recovery DRaaS disaster re cove ry-a s-a-se rvi ce Iron Bow Technologies, LLC Page iv October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 EBS Oracle E-Business Suite EDI electronic data interchange EITaaS enterprise IT as a service (EITaaS) EMIR electronic medical record EOL end of life EPA Environmental Protection Agency EPEAT Electronic Product Environmental Assessment Tool EOS end of service ERP Enterprise Resource Planning ESC Education Service Center EUC End User Services — Computing FAA Federal Aviation Administration FAQ frequently asked questions FBI Federal Bureau of Investigation FTE Full-time employee GCC Government Community Cloud GSA General Services Administration GWAC government -wide acquisition contract HDMI high -definition multimedia interface HIPAA Health Insurance Portability and Accountability Act of 1996 HR Human Resources HUBZone historically underutilized business zone IDIQ indefinite delivery/indefinite quantity IL impact level IoT Internet of things IP Internet protocol IRS Internal Revenue Service ISO International Organization for Standardization ISR inside sales representative IT information technology ITES Information Technology Enterprise Solutions ITIL Information Technology Infrastructure Library ITISP IT Infrastructure Services Program ITSM IT Service Management IVR Interactive Voice Response LLC limited liability corporation MaaS monitoring -as -a -service MBE Minority Business Enterprise MPLS multi -protocol label switching MS Microsoft NaaS network -as -a -service Iron Bow Technologies, LLC Page v October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 NASA National Aeronautics and Space Administration NITAAC NIH Information Technology Acquisition and Assessment Center NTE not to exceed OCC Office of Connected Care (VA) OEM original equipment manufacturer PaaS platform -as -a -service PM project manager PMBOK Program Management Body of Knowledge PMI Program Management Institute PMO Program Management Office PR public relations PSS Professional Support Services PTZ pan -tilt -zoom PVT patient video tablet QA quality assurance RF radio frequency RISC Risk Identification and Site Criticality RMA Return Merchandise Authorization SaaS software as a service SAVES Strategic Sourcing for the Acquisition of Various Equipment and Supplies SBA Small Business Administration SBLO Small Business Liaison Office SDB small disadvantaged business SDM service delivery methodology SDVOSB Service -disabled, veteran -owned small business SEM search engine marketing SEO search engine optimization SEWP Solutions for Enterprise -Wide Procurement SLA service -level agreement SLED state, local, and educational SME subject matter expert SMO social media optimization SNF skilled nursing facility SOW statement of work SRST Survivable Remote Site Telephony StaaS storage -as -a -service SWOT strengths, weaknesses, opportunities, and threats UC unified communications UCaaS unified communications as a service UCCX Unified Contact Center Express UCM Unified Communications Manager Iron Bow Technologies, LLC Page A October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 VAR Value -Added Reseller VCP VMware Certified Professional VDI virtual desktop infrastructure VITA Virginia Information Technologies Agency VoIP voice over Internet protocol VOSB veteran -owned small business VRF virtual routing and forwarding VTC video teleconference VTSP VMware Technical Sales Professional WOSB woman -owned small business XaaS anything as a service Iron Bow Technologies, LLC Page vii October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document 338.8866 R D N B O W Iron Bow TerativG ay toil 703.279.3000 2121 Cooperative Way tel 703.279.3D00 T E C H NO LOG I ES Suite 500 fax 703.745.1309 Herndon, VA 20171 www.ironbow.com October 13, 2022 Cobb County Purchasing Department 122 Waddell Street NE Marietta, GA 30060 Re: Sealed Bid # 23-6692 - Technology Product Solutions and Related Services To the Cobb County Purchasing Department: Iron Bow Technologies, LLC (Iron Bow) is pleased to provide the attached documents in response to the aforementioned solicitation. Iron Bow is a recognized leader in providing enterprise OEM solutions, hardware and software maintenance, enterprise agreement structuring and strategy, and logistics support. We have decades of experience in successfully managing complex, multi -technology service delivery engagements. We rely on our proven program management methodologies and significant past performances in managing large, complex, enterprise IT programs. Iron Bow can and will deliver the most cost-effective, SLA— driven solution for Cobb County and other OMNIA customers. Iron Bow is capable of aligning technologies with our customers' desired business outcomes through a flexible, collaborative engagement model that encompasses planning and design phases to arrive at the final, secure end -to -end solutions. Please find attached Iron Bow's response to the referenced solicitation. Per the requirements of RFP Section 5.1, we include the following information: 1) Point of Contact: William Bentley, Associate Corporate Counsel Iron Bow Technologies, LLC Email: William.Bentlevn_,ironbow.com Direct: 703-420-8686 2121 Cooperative Way, Suite 500 Herndon, VA 20171 Corporate Tel: 800-338-8866 Corporate Fax: 703-745-1309 2) Iron Bow Proposal Response —demonstrating the Iron Bow Team's ability to satisfy Cobb County and the OMNIA contract requirements —is presented as one original version and two conies for evaluation numoses, one redacted version for public records, and 10 flash drives. Our response includes the following appendixes: a) Appendix A —Dun & Bradstreet Report b) Appendix B—Contractor Affidavit & Agreement (Exhibit A) Iron Bow Technologies, LLC Page 1 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document 338.8866 R D N B O W Iron Bow TerativG ay toil 703.279.3000 2121 Cooperative Way tel 703.279.3D00 T E C H NO LOG I ES Suite 500 fax 703.745.1309 Herndon, VA 20171 www.ironbow.com c) Appendix C—Federal Funds Certifications (Exhibit F) d) Appendix D—New Jersey Business Compliance (Exhibit G) e) Appendix E—Sample Reporting Template (Exhibit E) f) Appendix F—Acknowledgment of Addenda 3) Attachment 1—Iron Bow Financial Statement submitted as a separate document. We respectfully request that this document not be posted to the OMNIA Partners' website. Because Iron Bow is a privately held firm, all financial information is CONFIDENTIAL & PROPRIETARY and not to be disseminated beyond the proposal evaluators. 4) Iron Bow agrees with all the terms, conditions, and provisions outlined in the RFP and confirms that our proposal is valid for 90 days from the proposal due date. Established in 1983, Iron Bow has been continuously engaged as a leading provider of enterprise IT solutions for government, healthcare, and commercial clients. We have successfully supported projects across a variety of focus areas —such as IT Modernization, Infrastructure Optimization, and Cyber Resiliency —that have proven important in the state, local, and educational (SLED) markets. Iron Bow is now a $1.6 billion limited liability corporation employing nearly 1,000 employees throughout the United States, abroad, and at our corporate headquarters in Herndon, VA. Iron Bow has decades of experience in successfully leveraging and maintaining large government procurement contract vehicles, including GSA IT Schedule 70, NASA SEWP V, NITAAC CIO -CS, and ITES — 3H. We are actively seeking to add this Cobb County Technology Product Solutions and Related Services contract to our portfolio to fully round out our capabilities to not only sell products and services throughout our SLED markets but also to focus on attracting net new OMNIA customers. We have evolved from a traditional IT Value Added Reseller (VAR) to a Solution Provider with a portfolio of managed services, creative financial packaging, programmatic service contracts (e.g., outsourced helpdesk), and other offerings that span from end -user devices to collaboration technologies, network infrastructure, data center, and even cloud. To enable these services, Iron Bow maintains top -tier partnerships with hundreds of original equipment manufacturers (OEMs), with the ability to gain access to and sell thousands of others. If you have any questions or concerns, please contact me using the information in Item No. 1 above. We appreciate the opportunity to continue our successful relationship with OMNIA and appreciate your consideration in this matter. Regards, William Bentley Associate Corporate Counsel William.Bentlevnironbow. com Iron Bow Technologies, LLC Page October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 5.2: The Proposer shall provide an Executive Summary that presents in brief, concise terms a summary level description of the contents of the proposal. XXXIV: Proposal Requirements: The respondents must demonstrate competence and experience in the area of expertise outlined in this Request for Proposal. If required, respondents must demonstrate competence and experience in public speaking and graphic presentations for the purpose of conveying project information to large and diverse community groups. Respondents should also be able to demonstrate the ability to build consensus among public and private interest groups related to this project. Public sector organizations operate under the scrutiny of the public eye, with tight budgets and complex information technology requirements that are designed to ensure quality services are provided at a reasonable cost to the taxpayers. Leading these organizations are fiscally responsible individuals who have sworn an oath to uphold the rules that govern and to provide leadership to the public servants who are employed within. As a public sector organization, there is no room for error, particularly when it comes to choosing a cloud provider, physical security, or other essential products and services. This becomes even more important when such products and services are components of an overarching IT Modernization, Network Optimization or Cyber Resiliency strategy, all of which are core to Iron Bow's approach to assisting our customers. There is always a bigger picture, and we strive to ensure our teams understand that heading into planning sessions with our customers. Cobb County and OMNIA Partners require an experienced and trusted vendor who has proven to provide a wide variety of technology equipment, solutions, and services within the public sector. 2.1 Dedicated SLED Practice ✓ Strategic partnerships with more than 2,000 technology providers and OEMs, enabling us to provide cost-effective, technology -agnostic, and environmentally responsible products, services, and solutions gives member agencies a wide variety of product and services from which to choose ✓ Demonstrated breadth and depth of experience and partnerships across all required OMNIA technology products, services, and solutions brings assurance to member agencies that we can deliver the right products and services to meet County and other Agency technology requirements ✓ Established, experienced, and dedicated account, contract, and order management teams to provide responsive enterprise solutions on time and within budget ✓ Automated, customized Oracle E-Business Suite (EBS) ordering system, Iron Bow's ServiceNow IT service management (ITSM) system, and other best -of -breed enterprise tools to ease ordering, tracking, and fulfillment as well as to reduce administrative and overheard costs for public agencies Iron Bow has been focused on investing in its SLED organization for years and has experienced a compounded annual growth rate (CAGR) of 74.2 percent in terms of revenue associated with our SLED business over the past 6 fiscal years ending December 31, 2021. Iron Bow has grown its SLED business more than 74 percent over the past 6 years, so we have more resources to dedicate to the OMNIA contract. We have added Business Development Resources, Capture Managers, Bids & Proposals Managers, SLED Strategy Leads, Contract Managers, and numerous sales teams. We've expanded our SLED footprint from what was originally centralized in the Mid -Atlantic states to what now stretches from Florida up to Massachusetts. We've recently expanded out footprint Iron Bow Technologies, LLC Page 3 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 out west to see business in the Southwestern region of our country in states such as Texas, Arizona, and California. Iron Bow continues to lay out strategic plans to grow our SLED business and has made additional investments to help expand our brand recognition across the United States. We've partnered with organizations such as GovLoop, eRepublic, Public Sector Network, and GovTech to develop specific campaigns, white papers, and/or webinars that showcase Iron Bow's depth of experience and expertise in areas deemed as the most pressing in the SLED markets. The focal points of these campaigns are partially derived from our Chief Strategy Office, which currently employs two former key state government employees: Nelson Moe, former CIO of Virginia Information Technologies Agency (VITA), and Jonathan Ozovek, former Deputy CIO and COO of VITA. Iron Bow has brought these two resources on to strengthen our sales team's understanding of what matters most in the state, local, and education markets. Both Mr. Moe and Mr. Ozovek bring decades of experience in government -oriented technology roles and have been incredibly valuable to, not only our sales teams, but more importantly our customers. They bring with them real -world experience in dealing with the challenges governments face in taking on IT transformation and modernization strategies. They've helped Iron Bow develop all new offerings around cyber-resiliency, given its incredibly strong applicability in the SLED space. They also represent Iron Bow within National Association of State Chief Information Officers (NASCIO), continually engaging with all of their former peer CIOs. They participate actively in numerous tech councils, chambers of commerce, and other SLED -oriented committees and boards. Ultimately, through these strategies, we want Cobb County to have the confidence in knowing that Iron Bow is committed to continuing our investments in our growing SLED business, and we see your OMNIA contract as a key component in supporting such growth efforts. 2.2 Corporate Values Iron Bow's long-term goals are to continue to provide value to our customers through innovative technology solutions. Our solutions bring forward -thinking ideas/solutions to the government that result in cost and operational efficiencies or improvements, while enhancing the services that governments provide their citizens. As illustrated in Figure 1, our corporate vision calls for world innovation; our mission is to provide superior outcomes for our clients by leveraging talented people, maintaining an inspirational culture, and providing innovative solutions. We will use these themes to guide our performance on the OMNIA Partners Contract. Figure 1. Iron Bow Vision, Mission, Mantra Iron Bow Technologies, LLC Page ' October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Specifically, for this contract, Iron Bow will work closely with our OEM partners to stay abreast of new product and software offerings. We design our solutions to achieve maximum flexibility for our customers and assist them in selecting the solutions that best fit their needs not more than they need nor too little. 2.3 Breadth and Depth of Partnerships Iron Bow has created lasting top -tier partnerships with hundreds of leading OEMs in information and communications technology, some key examples of which we list in Table 1. Our partners' exceptional capabilities, combined with our certification levels, give us the added strength to develop and deliver high -quality, technology -agnostic, and environmentally responsible solutions at optimal discounts so we can fully support the OMNIA Partner mission. Table 1. Sample List of Iron Bow OEM Partnerships caws Specializations Authorized Commercial Reseller Select AWS Public Sector Partner: Government Consulting Partner 0 Hewlett Packard Specializations Enterprise Platinum Converged Infrastructure Specialist Platinum Nimble Storage Specialist Certified Partner Platinum Server Specialist Platinum Storage Specialist Platinum Services Specialist Platinum Data Center Networking Specialist vmware` Specializations VSphere/Datacenter Enterprise Desktop Virtualization Solution Business Continuity Provider Network Virtualization AirWatch Certifications AWS Certified Solutions Architect — Associate Certifications Aruba Certified Mobility Associate (ACMA) V6.4 ASE Storage Solutions Architect V2 ATP Storage Solutions V2 Master ASE — Storage Solutions Architect V2 Sales Certified — IT Business Conversations Sales Certified — Aruba Products and Solutions ASE — Server Solutions Architect V3 ATP — Server Solutions V3 Product Certified — Synergy Solutions Sales Certified — Enterprise Solutions 3PAR StoreSery Mid -Range Service and Solution Qualification (7xxxl8xxx) CS700 Storage Sub -Qualification Product Certified — OneView StorageWorks Disk Systems Service StoreFabric Service and Solution Qualification Certifications VMware Certified Professional (VCP) VMware Technical Sales Professional (VTSP) VMware Sales Professional (VSP) Iron Bow Technologies, LLC Page 5 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 D"LFMC Platinum (Commercial) Partner, Fed GSA Authorized (Federal) CISCO, Gold Certified Partner WE Platinum Certified Partner ■ ■ Microsoft Gold Certified Partner Dell Specializations GSA Authorized Professional Services Partner EMC Specializations Virtualization Big Data Backup, Recovery & Archive Unified Storage Enterprise Storage Business Continuity Specializations Master Cloud & Managed Services Master Cloud Builder Master Collaboration Master Security Cloud Services Reseller Advanced Collaboration Architecture Advanced Borderless Network Architecture Advanced Data Center Architecture Advanced Content Security ATP — TelePresence Video Master ATP — Identity Services Engine ATP — Physical Security ATP — Telehealth Reseller Cisco Powered Services: Managed Security & Managed Business Communications Specializations Gold Imaging & Printing Partner Silver Supplies Partner Managed Print Services Sales Services Delivery Technical Production Specialization Devices & Deployment Dell Certifications Storage Specialist Server Specialist Client Solutions Specialist EMC Certifications VBlock Certified EMC System Engineering Accreditation EMC Sales Accreditation EMC Technical Architects & Implementation Engineers Consolidate Backup & Recovery Advanced Consolidate Certifications Cisco Certified Internetworking Expert (CCIE) Cisco Certified Design Expert (CCDE) Cisco Certified Design Professional (CCDP) Cisco Certified Network Professional (CCNP) CCNP Voice (CCNP-V) Cisco Certified Design Associate (CCDA) Cisco Certified Network Associate (CCNA) Cisco Sales Expert (CSE) Certifications Selling HP Personal Systems Services Selling HP Printing Services Certifications • Microsoft Certified Professional -Microsoft Certified Systems Administrator -Microsoft Certified Systems Engineer -Microsoft Certified IT Professional Iron Bow's relationships with these top -tier OEMs require our professional services staff to maintain high levels of corporate specializations and individual employee certifications and also provide us reach -back to their subject matter experts (SMEs). The depth and breadth of our experience across OEMs and technologies shows our ability to provide a vendor -agnostic perspective across all technologies, not just some. Iron Bow Technologies, LLC Page 6 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 3.1 Company Background [5.3] Provide information on company background to include the following: We provide our company background information in Table 2. Table 2. Iron Bow Company Background a. Legal name, address, phone and fax numbers, e-mail, Federal ID#, and website address. b. Date business was established under current name. c. Size of company including the total number of employees. d. Type of ownership or legal structure of business e. Has the company ever failed to complete work for which a contract was issued? If yes, explain the circumstances. f. Are there any civil or criminal actions pending against the firm or any key personnel related in any way to contracting? If yes, explain in detail. Are there any current unresolved d isputes/al legations? g. Has the firm ever been disqualified from working for any public entity? If yes, explain the circumstances. h. If a Supplier requires additional agreements to be signed by a Participating Public Agency, include a copy of the proposed agreement(s) as part of Supplier's proposal. 3.2 Project Team [XXXVI] Legal name: Iron Bow Technologies, LLC Address: 2121 Cooperative Way Suite 500, Herndon, VA 20171 Email: info@ironbow.com Federal ID (tax identification): 26-1615129 Website address: https://ironbow.com/ LLC created December 2007 (original company created 1983) Large business with nearly 1,000 employees and $1.6 billion in revenue (2021) Virginia Limited Liability Corporation (LLC) M Iron Bow, like most contractors, from time to time is involved in disagreements, payment issues, and disputes (e.g., we are not paid for the products and/or services we provided). However, we do not reasonably expect that any past litigation or related issues could impact our ability to perform under the contract. In addition, we have not been involved with any bankruptcy, major reorganization, or state investigations of either our corporation or current officers and directors. No. Iron Bow has no additional agreements to be signed at this time. We will negotiate an addendum to the OMNIA agreement with participating public Agencies as purchase orders are received. Respondents shall provide an organizational chart for the proposed project team, as well as the relevant background and experience for every proposed team member. Iron Bow's OMNIA project team is comprised of the following dedicated staff. • Cliff Golden, OMNIA Account Manager — Mr. Golden brings 25 years of experience in the technology and physical security industries, including providing diverse customer solutions that include wireless city-wide surveillance deployments, county -wide license plate recognition, network operation centers, access control, networking and audio-visual Iron Bow Technologies, LLC Page 7 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 solutions for government agencies, hospitals, schools, and Fortune 100 companies. He will be managing and developing the OMNIA Partners Master Agreement. He works closely with a dedicated team that includes a consulting systems engineer (CSE), inside sales representative (ISR), and post -sales order management to design, build, and manage the delivery of hardware, software, and service solutions. Kressa Stewart, ISR — Ms. Stewart will work closely with Mr. Golden to build, track, and manage all hardware and service quotes under this contract. She has 18 years of IT industry experience in government sales, working with state, local, and federal customers. She brings many years of experience as an Inside Sales Rep, along with strong government procurement knowledge, contract experience, and customer communication skills. Jonathon Black, CSE — As the CSE and Pre -Sales Solutions Architect, Mr. Black will support the OMNIA Partners Master Agreement as the primary technical advisor for our Account Team. He will actively drive and manage technology and solution evaluations, as well as articulate technology and product positioning to both business and technical evaluators. Mr. Black will identify any technical issues to ensure complete customer satisfaction through all stages of solution development. He has been in the IT industry for 17 years and has been a solutions architect for the past 3 years. Christopher Hawco, Order Management Representative — Mr. Hawco will support the Account Manager and ISR by managing all orders to ensure timely delivery in accordance with contract requirements. He will work with suppliers to expedite product shipments and process returns as necessary. Jodie Vaughn, Director of Contracts — With over 20 years of experience in both prime contract and subcontract negotiations, management, and compliance, Ms. Vaughn leads a team of four professional contract administrators that manage all major IDIQ/GWAC awards for Iron Bow, including GSA, SEWP, CIO -CS, 4 CHESS contracts, and all other major awards. She works cross functionally to advise on contract procedures, scope, compliance, and pricing; interprets written contractual terms and conditions; coordinates and attends all program reviews; submits all sales reporting; and pays all contract -related fees. Mary Gray, Sr. Contracts Administrator — With 15+ years of experience, Ms. Gray manages the day-to-day operations for Iron Bow's large contract vehicles. Bill Saltenberger, General Manager, SLED / Commercial — Mr. Saltenberger brings over 23 years of sales, management, and operations experience within the IT, communications, and financial industries. As General Manager, he is responsible for the strategy, management, and delivery of IT solutions to various clients and industries such as the Commonwealth of Virginia; Fairfax County Virginia; Hernando County Public Schools, FL; Navy Federal Credit Union; and CACL For this contract, he will serve as one of the escalation points for the County should it have issues with our onsite leadership team. To this end, his Account Manager, Cliff Golden, will serve as Cobb County's Customer Success Manager who will stay engaged throughout the contract lifecycle with the OEMs and other partners to ensure the County's needs continue to be met. Iron Bow's other organizational units —Finance, Professional Services, Contracts, and Human Resources (HR)—will provide critical resources to ensure continuity of operations (COOP) for our OMNIA Partners project team. Iron Bow Technologies, LLC Page - October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 3.3 Small and Minority Business Participation [XXXVII] Cobb County Government encourages the participation of all businesses in offering their products and services with the goal of fairly and competitively procuring those products and services at the most reasonable cost. To that end, the County seeks to foster minority and women -owned business, and small business, opportunities in the award and implementation of contracts. The County seeks to build a diverse, inclusive, and prosperous group of suppliers who can effectively compete in business while obtaining quality goods and services in a competitive, efficient and non-discriminatory manner. Iron Bow is committed to providing an equitable opportunity for small businesses, small - disadvantaged businesses (SDB), woman -owned small businesses (WOSB), historically underutilized business zone businesses (HUBZone), veteran -owned small businesses (VOSB), and service -disabled, veteran -owned small businesses (SDVOSB) to participate in subcontracting opportunities on our contracts. We continually seek to add new diverse suppliers and subcontractors to our already significant family of partners. This is demonstrated by our Individual Subcontracting Reports and Summary Subcontracting Reports, which Iron Bow is required to provide on several of our GWACs. Iron Bow's subcontracting program is intended to use existing and develop new relationships with small business concerns to meet the small business goals of our clients. Our outreach efforts include: • Contacting minority and small business trade associations • Contacting business development organizations • Seeking referrals from our key OEMs for top -performing small business organizations • Requesting sources from SAM and the Small Business Administration (SBA) • Attending small and minority business trade fairs and procurement conferences Internal efforts to guide and encourage purchasing personnel include: • Presenting workshops, seminars, and training programs to sales and program management personnel • Establishing, maintaining, and encouraging the use of small business, SDB, WOSB, HUBZone, VOSB, and SDVOSB concern source lists, guides, and other data for soliciting partners • Monitoring activities to evaluate compliance with participation and subcontracting plans Iron Bow has established a Small Business Liaison Office (SBLO) responsible for promoting the use of small business, SDB, WOSB, HUBZone, VOSB, and SDVOSB concerns. The SBLO coordinates events for staff to reinforce the requirements regarding using small businesses and opportunities to work with Iron Bow. The SBLO maintains a list of small business, SDB, WOSB, HUBZone, VOSB, and SDVOSB concerns in our Oracle database. These are available to all Iron Bow staff for review when seeking partners. The SBLO meets personally with representatives of small businesses that have the potential to do business with Iron Bow. This one-on-one contact surpasses the simple provision of information on a website from which we can later pursue relationships. This is the first step in building a long-term successful relationship. Product and category discounts do not change when we partner with a small business or any other subcontractor. Iron Bow Technologies, LLC Page " October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Include a list of the five (5) most relevant or comparable contracts completed by your firm during the past five (5) years with a public entity. For each contract, provide the following information. Iron Bow's reputation in the marketplace is demonstrated by accolades from objective third parties, such as Washington Technology magazine, which consistently named us among its Top 100 companies (2012-2020). We earned the Washington Business Journal's 2017 Innovation Award for our CLINiC telehealth solution, a patented virtual care device. Virginia Business and The Washington Post have named Iron Bow among the best workplaces in recent consecutive years, indicating employee satisfaction, retention, and corporate stability, all benefitting our customers. Reviews of our work by our customers, such as in Contractor Performance Assessment Reports (CPARs) by federal agencies, demonstrates our reputation in the market for products and services. For example, for a 2017 video integration project under our Department of Veterans Affairs (VA) Clinical Enterprise Videoconferencing Network (CEVN) contract, the VA said, "The contractor delivered an exceptional product on -time and within the budget allocated by the Government... The function, performance, and aesthetics of the application have exceeded all expectations." As noted in Section 7.1.1, our help desk services have earned very high praise. For instance, the Department of Veterans Affairs (VA) noted in a 2019 CPAR that one of our desks had achieved its SLAs 100 percent of the time, customer surveys were returned as indicated, and callers were extremely satisfied 99 percent of the time. After we revamped and added services to the help desk in 2018, the VA said, "The amount of time for testing and working with the VA contracting officer's representative (COR)/project manager (PM) on these tasks was excellent. The Contractor definitely made a difference here and it showed." And finally, "Customer satisfaction levels above 95 percent for a national help desk of this size to include the scope of the complexity of services provided are unheard of in the industry." During COVID, call volume increased from 300 to 2,200 calls in a single day, peaking at 4,000 calls a day. In response, our team accelerated the deployment of patient video tablets (PVTs) to support remote telehealth encounters. To meet demand, Iron Bow's Call Center/Help Desk staff expanded from 25 to 125 personnel in 90 days while maintaining high levels of customer satisfaction. During this time Iron Bow continued to meet service -level agreements (SLAs), including 30-second Average Speed to Answer (ASA). Our high-level certifications and partnerships we have earned from our top -tier OEM partners also illustrate our products and services reputation in the marketplace. To name a few: Amazon Web Services (AWS), Select Consulting Partner (among others); Cisco, Gold; Dell/EMC, Premier; Intel, Elite; Microsoft, Gold; NetApp, Platinum; Poly, Gold. Finally, Iron Bow has earned Partner of the Year and multiple awards from many of these OEMs numerous times. In the following sub -sections, we provide past performance references for five relevant contracts performed over the past 5 years. Iron Bow Technologies, LLC Page October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 4.1 Past Performance 1: Virginia Information Technologies Agency (VITA) — Device as a Service (DaaS) a. Scope of services/contract description. Iron Bow is currently performing under a 9-year (5 years with two 2-year options) program, valued at $340 million, providing cradle to grave end -user device support for nearly 60,000 devices at over 2,100 sites covering 86 agencies and spanning 97 cities throughout the Commonwealth of Virginia. The End User Services — Computing (EUC) program is a component in the VITA's overall strategy to implement a new IT Infrastructure Services Program (ITISP). Iron Bow provides VITA with a managed service solution to acquire end -user devices and peripherals, field services and technical support, software services (distribution, client image engineering, patching, and updating), and hardware services (product selection and refresh and replacement). Iron Bow is responsible for maintaining an online catalog of all services and products available to VITA; catalog details include technical specifications, costs, inventory availability, delivery time, and options to enable end users to make an informed purchasing choice. We support city/state employees and on -site support contractors by aligning the appropriate service level to duties and objectives. The systems and processes employed in delivering the VITA program can readily scale up or down as customer demands require. Iron Bow's Help Desk, inventory management, and sparing solution was designed specifically around a modular construction that can be deployed to neighboring state, federal, or DoD environments. For successful delivery of the EUC devices and hardware, Iron Bow uses an approach that has the ITIL methodology at its foundation. Building on this, Iron Bow provides a multi -tier support level environment (e.g., VIP, Gold, Silver, Bronze) to deliver services customized to individual user needs. About 131 full-time employees (FTEs) deliver a comprehensive managed service solution with onsite support and 24/7/365 coverage options. Support levels can be reduced or enhanced based on evolving needs. We work collaboratively with VITA and their other as -a -service providers to coordinate continuous service improvement of provisioning our processes and policies. By thoroughly analyzing individual user needs, Iron Bow developed customized user profiles on which to base device configurations and service levels. This enables us to meet all aspects of service needs while mitigating unnecessary hardware and support costs. In addition, we have made significant investments in management systems and automation to reduce touch points and limit unnecessary headcount. b. Dollar value of contract. $340 million c. Assigned project Scott Lindsay, Program Director; Carlos Espinal, Senior Field Services Manager; personnel. John Lowery, Senior Field Services Manager; John Sharp, Solutions Engineering & Architecture Manager; Dana Parent, Dep. Program Manager; Leonard Harris, Quality Assurance & Catalog Manager; Bryan Brenegar, Project/Demand Manager (Acting) d. The contracting entity's Matt Gill, Service Owner, End User Services Enterprise Technology Services and contact person, current Solutions (ETSS); (804) 416-6051 (o), 804-502-9330 (m); phone number, and current matt.gill5wita.virginia.gov e-mail address as reference information. Period of performance September 14, 2018 — September 13, 2023 4.2 Past Performance 2: Maryland Judiciary — Cloud -Based Unified Communications Solution a. Scope of services/contract description. Customer Goals: The Maryland Judiciary (Judiciary) —the Judicial Branch of the Maryland State Government — is responsible for resolving all matters involving civil and criminal law in the State of Maryland. Maryland has a Iron Bow Technologies, LLC Page 11 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 four -tiered court system consisting of the District Court of Maryland, Circuit Courts, the Court of Special Appeals, and the Court of Appeals. The Judiciary sought to: • Modernize the voice and data communications systems with a cost-effective, cloud -based Telephony system solution for Judiciary locations within the Annapolis Area (Phase 1) with future expansion capabilities statewide (Phase 2). • Provide a platform to leverage new voice and data applications including work from home and mobility for staff to be more productive and improve the user experience for State constituents. • Leverage the existing multi -protocol label switching (MPLS) networks, which provide redundant connections to each site to support the new telephony solution, and the public Internet for work -at-home situations. • Obtain a solution capable of expanding to the remaining Judiciary locations statewide. Scope of Work: Iron Bow designed, configured, installed, and maintains a FedRAMP-authorized unified communications (UC) solution—UCM Cloud —leveraging proven Cisco technology, the State of Maryland's existing MPLS networks, and our industry -leading 24/7/365 managed services. We also provided dual connectivity to the Judiciary's primary MPLS network (Verizon) and its backup MPLS network (State of Maryland MPLS) to enable the solution. Number of Users Supported: 789 users and -1,000 devices (Phase 1); future addition of all Judiciary locations across the State of Maryland with the ability to scale to a potential of 8,000 stations/endpoints Number of Locations Supported: 8 locations (Annapolis) for Phase 1, with 55 potential future locations throughout the State of Maryland This end -to -end encrypted and FedRAMP-authorized solution is comprised of two core technologies: • Cisco Unified Communications Manager (UCM) provides Maryland Judiciary (Judiciary) employees with unified voice, video, instant messaging and presence, meeting, and mobility capabilities as well as call control and session management. • Cisco Unified Contact Center Express (UCCX) provides a secure and easy -to -deploy customer interaction management solution with call queuing and distribution of incoming calls destined for up to 400 agents. UCCX provides a multi -channel customer -care application environment for internal and external users to interface with the Judiciary. It unifies process workflows regardless of communication type (voice, data, web, and social media). This solution meets and exceeds the customer's requirements for mobility, scalability, robust security and FedRAMP compliance, interoperability, redundancy, upgrades and disaster recovery, a consumption -based pricing model (after Phase 1—Annapolis Campus), and enhanced reporting and analytics. The UCM Cloud solution: • Integrates with the Judiciary's Active Directory and Microsoft 0365 applications as well as integrates (or replaces) a wide range of other third -party communication applications (e.g., Interactive Voice Response [IVR], Mass Notification System, ServiceNow Ticketing System, contact center applications, and voice messaging) • Supports the existing four -digit dialing plan for its Annapolis Campus • Allows the Judiciary to keep/port its current DIDs • Uses emergency response capabilities to correctly route 911/E911 calls while also alerting onsite parties via multiple methods of communication • Complies with NIST 800-58 standards for Security over VoIP systems. For connectivity, we extended the Judiciary's existing MPLS network to the UCM Cloud by bringing one dedicated MPLS circuit to each Equinix data center. The MPLS equipment is owned by Maryland Judiciary and peers directly with Iron Bow's equipment. That peering enables the UCM Cloud solution to be a part of Maryland Judiciary's WAN connection. Iron Bow Technologies, LLC Page 12 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 We also provided staff with five Cisco conference phone models and a range of services, including a robust training program for users, administrators, and operations staff and developing specific automatic call distribution (ACD) queues for the attorneys to accept inbound calls. Our team included subcontractor Oneida Communications —a Maryland -based Minority Business Enterprise (MBE) —which conducted initial site and network assessments and network and cabling remediation before deployment and managed physical phone placement onsite at Judiciary offices during transition. SLAs (if applicable): UCM Cloud provides redundancy via two data centers, in Silicon Valley and Dallas. Survivable Remote Site Telephony (SRST) adds automatic local telephony survivability during outages. SRST provides seamless transitions during failure and restoration. SLA of the service is 99.99% (99.999% with SRST). The architecture is based on FedRAMP security requirements. U.S. government -defined service -level agreements (SLAs) are used to resolve security events. Iron Bow provides Tier 2 and Tier 3 support from Iron Bow's Virginia -based Client Service Center. Our support model follows a live 24/7/365 staffing model based on the Information Technology Infrastructure Library (ITIL). The team includes Cisco -certified engineers with technical expertise to troubleshoot and resolve issues on all components of the UCM Cloud portfolio. Services are delivered remotely from the Iron Bow Client Service Center, located in Chantilly, VA. Significant Achievements: To meet the customer's requirement for a multi -instance architecture to ensure a more secure environment allowing greater flexibility and control compared to a multi -tenant architecture, Iron Bow deployed multiway redundant, dedicated applications and architecture. In addition, transport/connectivity from the Judiciary to the UCM Cloud solution is on a dedicated virtual routing and forwarding (VRF) instance to further secure traffic. Additionally, the customer's growth plans entail adding all Judiciary locations across the State of Maryland with the ability to scale to a potential of 8,000 stations/endpoints. Iron Bow deployed a UCM Cloud solution with a single cluster capacity of 40,000 endpoints, which exceeds the Judiciary's requirements. Multiple clusters may be grouped to increase capacity beyond 40,000 endpoints. The system is designed to have the ability to be ramped up or down to any specific needs of the Judiciary at any given moment. No matter how large the Judiciary may grow, the UCM Cloud solution can handle the capacity. b. Dollar value of contract. Base Year $1,137,246.85 - executed Renewal Option #1 (Year 2) $349,188.50 — PO in house/elected c. Assigned project personnel. Katie Barton, Senior Account Manager; Jonathon Black, Consulting Systems Engineer; Kressa Stewart, Inside Sales Representative d. The contracting entity's contact Steve Maruca, Project Manager— Portfolio & Project Management, person, current phone number, and Judicial Information Systems; steven.maruca a mdcourts.gov; (410) current e-mail address as reference 260-6508 (o) information. Period of performance February 26, 2021 — February 25, 2026 (base year plus 4 renewal option years) 4.3 Past Performance 3: Veterans Affairs (VA) Office of Connected Care (OCC) — Clinical Enterprise Videoconference Network (CEVN) Blanket Purchase Agreement (BPA) a. Scope of services/contract description. Scope of Work: In support of OCC's connected care technology program and associated OCC projects, Iron Bow acquires connected care equipment, software licenses, and subscriptions, and provides integrated services and solutions. OCC's connected care technology network is an enterprise -wide, complex, and diverse system for distributing, supporting, and sustaining healthcare and related services. Iron Bow provides equipment and services supporting VA mobile applications; VA telehealth, including synchronous, asynchronous, home Iron Bow Technologies, LLC Page 13 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 telehealth, and remote patient monitoring; and My HealtheVet, VA's current patient portal. "Connected care technologies" are defined as the combined ecosystem of clinical video equipment and software; store and forward technologies; web and mobile health applications; software -as -a -service (SaaS) / platform -as -a -service (PaaS) technologies; COTS software products; mobile medical devices and peripherals wearables; remote patient monitoring and home telehealth technologies; online health portals; future connected care technologies; and ancillary items. Under the single -award BPA, Iron Bow and its ecosystem of small business services and technology partners deliver support under seven (7) Functional Areas: Equipment and Software Provisioning, Deployment, and Maintenance Help Desk Support Connected Care Technology Software and Mobile Medical Application Design, Development, Enhancement, and Remediation Infrastructure and Architecture Support Program, Project, and Release Management and Deployment Support Communications Support Training Development, Delivery, and Implementation Since 2010, Iron Bow has supported the OCC connected care program for two (2) 5-year contract iterations and is currently operating under bridge/transition contract with options to extend through 9/29/2023. In 2010, VA had the vision to stand up and expand Clinical Video Telehealth (CVT) at every VA medical center and clinic. VA Video Connect (VVC), Telehealth Management Platform (TMP), and Virtual Care Manager (VCM), widely used VA telehealth applications, did not exist, there were no Digital Divide Solutions to support Veterans in rural areas, there were no ATLAS sites, the Tele-ICU program didn't exist, the first of many VA Facility Telehealth Coordinators (FTCs) were just getting hired, there were no Telehealth Clinical Technicians (TCTs), and there were only —10 VA facilities that had telehealth carts and video endpoints. In 2011, the VA OCC's Telehealth Services group invested $102 million through the original Clinical Enterprise Video Network (CEVN) BPA to acquire telehealth carts, video endpoints, and peripherals for over 1,300 VA locations to support up to 44 different modalities. Fast forward to 2021, and over 2.2 million Veterans have received some form of healthcare through Connected Care solutions, including 9 million VVC encounters in the last year alone. Over 100,000 VA staff have used at least one OCC application, including VCM. Over 2,000 telehealth carts at over 1,600 VA locations provide up to 44 modalities. Tele-ICU has been expanded to over 40 locations, ATLAS has 10 sites operational, and hundreds of FTCs and TCTs. In addition, over 130,000 iPads with data plans have been distributed as part of Digital Divide, over 21,000 phones have been provided to Homeless Veterans, and hundreds of products. These products include FDA -approved medical devices that are now part of the ecosystem. Clinical adoption, training, and outreach services have been expanded exponentially with hundreds of pieces of training being offered each year. There are thousands of calls to and from Veterans each month. Services have expanded to include application development and support for over 13 mobile medical applications used by Veterans and Staff. Human -Centered Design (HCD) and Predictive Analytics are being implemented. Patient -Generated Health Data (PGHD) is being captured and visualized. Support has been extended to Veterans and their caregivers, and there are 4 Centers of Excellence. Under the current VA OCC contract, Iron Bow provides telehealth equipment, service desk, software and application development, predictive analytics, clinical workflow consulting, training, outreach, and more. From 2015-2020, Iron Bow executed 2,000+ delivery orders (DO) and provided 343,000+ pieces of telehealth equipment to VA facilities and Veterans' homes across the U.S. In 2021 alone, Iron Bow supported OCC's digital health efforts through the following: • Executed 450+ DOs • Delivered 100,000+ pieces of telehealth equipment to VA facilities and Veterans' homes across the U.S. • Supported 9 million+ virtual care encounters • Responded to 335,000+ help desk calls, and made 120,000 outbound help desk calls to Veterans directly • Maintained a 4.7 out of 5.0 customer satisfaction rating with Veterans we support Iron Bow Technologies, LLC Page 14 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 • Kitted and deployed 75,000+ Patient Video Tablets (PVTs) for Veterans and Smart Phones for Homeless Veterans • Managed 400,000+ VA assets • Provided over 300 virtual forums, webinars, and intensives, including 50 Telehealth Champions training sessions with an average attendance of 350 participants Iron Bow's in-house VA OCC team has over 750 years of combined VA -specific experience and 600 years of combined clinical expertise - 430 of those employed by VA, including 130 years of combined VA telehealth. In addition, 80% of the leadership and 32% of the program management teams each have over a decade of healthcare experience. Our team is augmented by a robust partner ecosystem, including Small Business and Veteran -Owned companies. We subcontracted on average 48% to Small Businesses (SB) and 20% to Veteran - Owned Small Businesses (VOSB) since 2015 on the previous iteration of the OCC Clinical Enterprise Video Network (CEVN) BPA. These extensive and unparalleled partnerships continue to bring best -of -breed solutions to VA and our other customers, allowing us to innovate and evolve with the constantly changing Digital Health marketplace. Year Service Spend FY15 $6,126,110.37 FY16 $34,375,169.36 FY17 $15,347,231.10 FY18 $73,611,389.66 FY19 $61,636,883.06 FY20 $92,037,068.88 FY21 $119,134,557.66 FY22 $127,502,027.77 # of Service Orders 29 36 33 59 31 39 17 13 b. Dollar value of contract. c. Assigned project personnel. d. The contracting entity's contact person, current phone number, and current e-mail address as reference information. Period of performance # of Product Total Product Spend Orders Total Orders $21,513,346.52 150 $27,639,456.89 153 $46,414,450.28 151 $80,789,619.64 167 $54,040,401.76 176 $69,387,632.86 188 $106,221,956.33 296 $179,833,345.99 310 $38,325,861.23 200 $99,962,744.29 212 $118,149,641.01 297 $210,186,709.89 319 $127,933,391.17 309 $249,067,948.83 326 $100,524,301.37 287 228,026,329.14 300 $907,779,507 Mark Storms, Account Manager; Alex Mujica, VA OCC Portfolio Director; Joe Henney, VA OCC Senior Portfolio Manager; David Yanez, VA OCC Clinical Portfolio Manager; Alex Hamilton, Senior Solutions Engineer; Cindy Wamsley, Director of VA Programs; Jo -Ellen Doldo, OCCHD Senior Program Manager Luz Cuff, Management & Program Analyst, VHA Office of Connected Care; luz.cuff2 anva.aov; Phone: 407-840-6987 September 30, 2015 — March 2021; operating under bridge/transition contract 3/30/2021 — 9/29/2021 with options to extend to 9/29/2023 4.4 Past Performance 4: County of Fairfax (Virginia) — Hardware and Warranty a. Scope of services/contract description. Iron Bow has provided 2,500 Dell laptops and accessories in a project that, with added warranties and services, will extend 5 years. Fairfax County purchased the Dell equipment and services through us to meet COVID-related needs; that is, enabling employees across several departments to work from home. Iron Bow ensured the equipment —Latitude 7320 2-in-1 laptops, docking stations, and mini display ports —was provided to employees on time, and we will ensure they continue to receive Dell support as purchased by the county. The support comes under the ProSupport Plus package, where Dell technicians will go to employees' Iron Bow Technologies, LLC Page 15 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 homes as needed to service their equipment. Coverage is available for 5 years under the warranty and service provisions of the contract, which Iron Bow recommended to the county. Of note, the purchase was supported by the COVID-related federal CARE stimulus. Under very tight timelines, Iron Bow worked directly with Dell to properly coordinate delivery and installation by a specific deadline. Iron Bow also worked to provide Fairfax County IT representatives' end -user —facing instructions and device decals to assist new users in properly using the devices in an attempt to reduce the number of IT help desk tickets. That service is indicative of our relationships with both Dell and Fairfax County. We have been a Platinum partner with Dell since 1998 and know its offerings intimately. Our key staff have worked with the county for 15 years and know its technology needs, budgets, and forecasts as well. In fact, Iron Bow now primes all Dell business for the county. b. Dollar value of contract. c. Assigned project personnel. d. The contracting entity's contact person, current phone number, and current e-mail address as reference information. Period of performance $5 million Katie Barton, Senior Account Manager; Jonathon Black, Consulting Systems Engineer; Kressa Stewart, Inside Sales Representative Jeff Porter, Director, IT Platform Technology; (703) 324- 3667; Jeffrev.Porte raefairfaxcountv.aov August 1, 2021 —August 1, 2026 4.5 Past Performance 5: The School Board of Hernando County, FL — Video Surveillance a. Scope of services/contract description. Iron Bow and our partner GC&E—an Alaska native, 8(a) small business —worked closely with Hernando County School District to assess its safety risks and develop integrated security solutions that were customized to address the district's unique risks and threats. From initial vulnerability assessments, to access control, video surveillance, and vape detection, our team was able to equip the schools with a surveillance camera solution to fit their needs. We are currently working with 20 schools (many completed) to implement an IP Video Surveillance system that includes cabling, installation, and configuration of Axis IP cameras. This also includes a Video Management System to retain recording on motion 24/7. Along with installing the cameras, we also provided licenses for each camera for video storage. Another critical piece was including a training session for the system operators. Ensuring the safety of students, teachers, staff, and the general public at educational facilities required a comprehensive approach to security that requires a thorough understanding of the potential risks and threats. The scope of project included over 1,200 Axis Communications cameras. b. Dollar value of contract. $1.2 million c. Assigned project personnel. Cliff Golden, Account Manager; Christina Christian, Project Manager; Jonathon Black, CSE; Kressa Stewart, ISR d. The contracting entity's contact Jill Renihan, Director of Safe Schools; renihan i anhcsb.kl2.fl.us: person, current phone number, and (352) 797-7233 current e-mail address as reference information. Period of performance February 16, 2022 — February 15.2023 Iron Bow Technologies, LLC Page 16 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 5.1 Service Capability and Service Centers [5.5(a)] a. Provide detailed information on service capability and the availability of service centers for maintenance and repairs on a national level. Indicate how many authorized service centers will be available for each state. Will pick up and delivery services be available for service of large equipment items? 5.1.1 Service Capability [5.5(a)] Iron Bow is a trusted source for a vast array of IT products and services for our customers, including: Products — Iron Bow is directly and formally authorized as a reseller by over 200 major OEMs. Many other OEMs do not require formal reseller authorization. Altogether, Iron Bow sold the products of over 1,200 unique OEMs last year. We have access to over 2,000 additional OEMs through our partnerships with 10 major IT distributors. Professional Services — Our services are performed by experienced, OEM -certified engineers who support the full product lifecycle, from analysis and design through implementation and operational support. Complex Solutions — Our staff is experienced in design, integration, deployment, and sustainment of complex multi - technology solutions that include computer systems, networking, UC, voice over Internet protocol (VoIP), data center, wireless, audiovisual (AV), video teleconference (VTC), and security components. Customer Success Center (CSC) — Our CSC provides all of our managed services and various help desk solutions. They can and do support our Anything -as -a - Service (XaaS) offerings as well as our various cloud computing on down to our most basic of network managed services. Iron Bow has much experience delivering products and services similar to what we are proposing for this contract. The following are just some of the state, local, and commercial customers for which we have designed and deployed solutions for: Fairfax County, VA (remote workforce/laptops, network); Plant City, FL (AV/VTC); Maryland -National Capital Park and Planning Commission (networking); Jackson Health System (AV/VTC); VITA (DaaS); VA Alcoholic Beverage Control Authority (DaaS); C2 Technologies (storage consolidation); DLA Piper (managed network services, wireless redesign, SD -WAN); Huntington Ingalls Industries (end -user device support, network); McCormick Company (AVNTC); NHIC Corporation (security); The Queen's Health Systems (collaboration, telehealth); Frederick Community College (managed unified communications as a service [UCaaS]); Kaiser Permanente (telehealth); Airbus (program management, network); Navy Federal Credit Union (networking, datacenter, collaboration); MedStar Health (AV, VTC, wireless). Iron Bow Technologies, LLC Page ' 7 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 In addition to Iron Bow's native service delivery capabilities, we maintain partnerships with over 200 professional service subcontractors, allowing for a complete solution offering in every market segment. Many of these firms are small businesses, which helps Iron Bow meet government -defined small and disadvantaged business subcontracting requirements. Our service delivery methodology ensures all implementation projects are managed consistently and with high quality regardless of whether the engineers are Iron Bow employees, subcontractors, or a combination of both. Iron Bow offers equipment maintenance through OEM -branded warranty/maintenance SKUs for the products purchased under this contract and via our own Iron Bow -branded maintenance support packages (Iron Bow Professional Support Services [PSS]). Regardless of the maintenance purchased, Iron Bow's CSC, located in Chantilly, VA, can also provide first -call support for all warranty issues. The CSC Team currently fields about 500,000 calls per year. Iron Bow offers maintenance and warranty support that leverages key components of the traditional OEM -branded maintenance, including: • Global, 24-hour access to our U.S.-based CSC for covered devices • Advanced hardware replacement, including next -business day options • Access to operating system software updates and upgrades • 24-hour access to online technical resources accessible via web, email, or phone • Support capabilities that provide product lifecycle information, service coverage, and alerts • Proactive diagnostics and immediate alerts on devices enabled by our monitoring services • Monitoring of equipment and hardware for a comprehensive view of the entire infrastructure • Ability to complement PSS services with additional managed services customized to unique requirements As with any of the other services requested under a task order, Iron Bow will review and provide a proposal in response to the participating public agency's (Agency) specific request. Our maintenance proposal will show defined levels of service available and the associated prices for the Agency's consideration. 5.1.2 Authorized Service Centers Indicate how many authorized service centers will be available for each state. Iron Bow can provide all required services to Agencies nationwide. We will leverage our experience supporting all 50 states and 3 territories, as well as 12 countries in South America, Africa, Europe, and Asia. We currently maintain sales staff in Alabama, Arizona, California, Colorado, Delaware, Florida, Hawaii, Illinois, Indiana, Kentucky, Louisiana, Maryland, Montana, New Hampshire, New York, North Carolina, Pennsylvania, Texas, Virginia, Washington, West Virginia, and the District of Columbia and are seeking to enter new markets when they fit our business requirements. Iron Bow has six corporate office locations; addresses and numbers of sales -oriented employees are provided in Table 3. Note that these corporate offices house more than just sales personnel. We also leverage the distribution facilities detailed in both Section 5.1.2 and Section 7.1.2.5. Iron Bow Technologies, LLC Page 18 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Table 3. Iron Bow Locations Location Address Phone Sales Personnel Virginia Headquarters 2121 Cooperative Way, Suite 500, (703) 279-3000 32 Herndon, VA 20171 (800) 338-8866 Virginia — Program Management Office 14370 Sullyfield Road, Suites A and (703) 279-3000 3 (PMO), Test and Integration Lab B, Chantilly VA 20151 Washington — Remote Sales/Engineering 20415 72nd Avenue South, Suite (253) 867-1800 7 Office 410, Kent, WA 98032 Virginia — 24/7/365 CSC 3635 Concorde Parkway, Suite 700, (703) 279-3000 3 Chantilly, VA 20151 Hawaii — Remote Sales/Engineering Office 737 Bishop Street, Suite 2040 (800) 338-8866 1 Honolulu, HI 96813 Maryland — Remote Sales/Engineering Office 1401 Mercantile Lane, Suite 300 (240) 487-1400 14 Largo, MD 20774 5.1.3 Pickup and Delivery Services Will pick up and delivery services be available for service of large equipment items? Yes, pickup and delivery services are available for non-standard shipping items and may carry additional charges. 5.2 Payment Terms and Methods [5.5(b)] b. Provide available payment terms and payment methods — purchase order, credit card (procurement card), etc. If credit cards are accepted, may credit card payment(s) be made online? Iron Bow accepts all methods of payment. Other customers can order via fax, email (with attachments in one of the prescribed formats), and paper copies (via U.S. mail or private courier), as well as electronic data interchange (EDI). Iron Bow will capture and incorporate all required information for order acceptance from all types of orders. Once equipment has been delivered and accepted at the customer site, invoices will be exported from the system in accordance with contract terms and submitted to the participating agency for payment. Iron Bow accepts all methods of payment. 5.2.1 Credit Card Orders Iron Bow currently accepts credit card orders via phone or the web portal in our iStore module and can extend this support to the participating Public Agency, if applicable. Purchasing thresholds can be set as desired. We will capture all information necessary to provide the Agency with full and detailed reporting of credit card use. This automation will help limit any errors that may occur from human intervention. Orders will be screened and only accepted when found to be in accordance with the order requirements established by the Agency for credit card use. Note that credit card fees incurred by Iron Bow are not directly passed on to customers. Iron Bow Technologies, LLC Page 19 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 5.2.2 Flexible Financing Iron Bow has extensive experience structuring and securing a variety of flexible and creative financing options. We've worked with states to construct flexible yet predictable Device -as -a - Service pricing, as seen in our VITA EUS contract. We've worked with a wide variety of banking and financial institutions to not only secure the most attractive rates for our customers, but to also obtain various leasing and financing options. We have secured such financing options for our government, commercial, and healthcare customers across a wide variety of terms and requirements. We have also maintained long-term relationships with financial institutions, such as HP Financial Services, Dell Financial Services, Cisco Capital, and Key Bank to ensure that this flexibility in options remains consistent for our customers. Ultimately, it's important that Cobb County understand that Iron Bow not only has access to these financing options but that we're leveraging them with our customers every year. 5.2.3 Order Management The Iron Bow Order Management System was developed as a complete product provisioning solution with an emphasis on the unique support requirements inherent in product procurement contracts. The system has been proven over the past 10 years to achieve these goals. We continually re-evaluate capabilities, efficiencies, and system accuracy, taking into consideration technology improvements that may enhance our existing support features. We describe this process in detail in Section 7.1.13. 5.3 Pricing [5.6] 5.3.1 Proposed Pricing [5.6(a)] a. Suppliers shall provide pricing based on a discount from a manufacturer's price list or catalog. Prices listed will be used to establish the extent of a manufacturer's product lines, services, warranties, etc. that are available from Supplier and the pricing per item. Multiple percentage discounts are acceptable, if where different percentage discounts apply, different percentages are specified. Additional pricing and/or discounts may be included. • Include an electronic copy of the catalog from which discount is calculated. Electronic price lists must contain the following: (if applicable) o Manufacturer part # o Supplier's Part # (if different from manufacturer part #) o Description o Manufacturer's Suggested List Price and Net Price o Net price to Cobb County, GA (net price shall include freight and any additional fees that may be charged such as credit card processing, administrative fees, etc.) Media submitted for pricing must include the Supplier's company name, solicitation name and bid #, and the bid opening date on a Flash Drive. 5.3.1.1 Price Lists Iron Bow presents representative sample of supported OEMs, along with a crosswalk of the locations for the associated pricing schedules provided by the OEMs, where available, for product lines that are anticipated for sale, in Table 4 (next page, beneath access instructions). Due to the diversity of product offerings, the parts list data provided to Cobb County has been split into three unique submission types — 1) Secure Document Repository link with provided access password, (2) web -based price list, and (3) manufacturer's website with standard pricing and supported product lines. Iron Bow Technologies, LLC Page 20 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Following is a mapping to access these parts lists: 1) Secure Document Repository ("OMNIA Price Lists - Iron Bow"): A web -based link is provided to a secure repository where the various Price lists are located. Each price list is labeled with the OEM's name for ease of access. Within the document, headers are clearly identified, and all products are provided with the suggested list price. To gain access to OEM Price Lists, please copy and paste, or click the link provided: httbs:lllronbow2cc. sharevoint.usl: f.Is/CobbCountvOmniaProposal/EtJw8tsbEo5 GnmxcTo GLwRQBtYfTHWZ�zA1Qst)LiiclNIcw?e=vYAevK Then enter the following password when prompted: seals-VQg@s 2) Web -Based Price List: We provide links to OEM pricing for those suppliers that post parts lists online. Those links can be copied and pasted into any web browser, or the hyperlink can be utilized for one -click access to those price lists. 3) Manufacturers' (OEM) Website: We provide directions for individual OEMs that do not have available price lists. These OEMs have product pricing that is spread across categories listed on the web pages provided, though specific instructions will follow. Please note that LIST/MSRP pricing is controlled by each manufacturer and, as such, Iron Bow has no control over fluctuations and/or changes that manufacturers implement in their LIST/MSRP pricing. Table 4. OEM Price List Crosswalk American Power Conversion OMNIA Price Lists - Iron Bow Password: seals-VQg@s Corp. (APC) Apple, Inc. OMNIA Price Lists - Iron Bow Password: seals-VQg@s Aruba OMNIA Price Lists - Iron Bow Password: seals-VQg@s Asylon OMNIA Price Lists - Iron Bow Password: seals-VQg@s Ava security OMNIA Price Lists - Iron Bow Password: seals-VQg@s Avaya, Inc. OMNIA Price Lists - Iron Bow Password: seals-VQg@s Axis Communications AB OMNIA Price Lists - Iron Bow Password: seals-VQg@s Belkin International, Inc. OMNIA Price Lists - Iron Bow Password: seals-VQg@s Canon, Inc. OMNIA Price Lists - Iron Bow Password: seals-VQg@s Centegix OMNIA Price Lists - Iron Bow Password: seals-VQg@s CHIEF OMNIA Price Lists - Iron Bow Password: seals-VQg@s Ciena Corp. OMNIA Price Lists - Iron Bow Password: seals-VQg@s Cisco Systems, Inc. OMNIA Price Lists - Iron Bow Password: seals-VQg@s Citrix Systems, Inc. OMNIA Price Lists - Iron Bow Password: seals-VQg@s Cognyte software OMNIA Price Lists - Iron Bow Password: seals-VQg@s Cohesity, Inc. OMNIA Price Lists - Iron Bow Password: seals-VQg@s CommVault Systems, Inc. OMNIA Price Lists - Iron Bow Password: seals-VQg@s CrowdStrike, Inc. OMNIA Price Lists - Iron Bow Password: seals-VQg@s Iron Bow Technologies, LLC Page 21 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Dell, Inc. Dell, Inc. - Data Center Dell, Inc. - Monitors Eaton Corp. Elasticsearch, Inc. Extron Electronics F5 Networks, Inc. Gallagher security Genetec Gigamon Systems, LLC Hanwha Hewlett Packard Enterprise Co. HP, Inc. IBM Corp. Intel Corp. Intel Security Group (McAfee) Ixia Jabra Corp. Juniper Networks, Inc. Lenel S2 Lexmark International, Inc. LG Corp. Logitech, Inc. Microsoft Corp. NetApp, Inc. Nutanix, Inc. Palo Alto Panasonic Corp. Pexip AS Planar Systems, Inc. Plantronics, Inc. Poly. Polycom, Inc. Pure Storage, Inc. Qognify Quest Software, Inc. Red Hat, Inc. OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow hftr)s://www.elastic.co/Dricinci/ OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OEM Price List Not Available OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Official Pricing Schedule Link - OEM WEBSITE Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Iron Bow Technologies, LLC Page 22 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Riverbed Technology, Inc. Ruckus Wireless, Inc. Samsung Group Sharp Corp. Silver Peak Systems, Inc. Skyline Advanced Technology Services Sole Source Technology, LLC Splunk, Inc. Symantec Corp. (Broadcom) Tenable Network Security, Inc. Tripp Lite Veeam Software VMware, Inc. Western Digital Corp. Xerox Corp. Zoom Corp. Zscaler 5.3.1.2 Iron Bow Discounts OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OEM Price List Not Available OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow OMNIA Price Lists - Iron Bow https://zoom.us/pricina. OMNIA Price Lists - Iron Bow Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s Password: seals-VQg@s MSRP Pricing is Officially available on the Zoom website. Password: seals-VQg@s We provide Iron Bow Minimum Discounts by OEM in Table 5. Additional discounts may be offered to any Agency using this contract at the time of quoting should such deeper discounts be made available to Iron Bow from the underlying manufacturer(s). Iron Bow has an intimate working knowledge of what each OEM is capable and, to some extent, willing to entertain as it relates to deeper discount levels. We will always strive to achieve better discounts than those listed in Table 5. Our intention is to work with our SLED customers to ensure they fully understand the opportunities afforded to them to take advantage of deeper discounts than what we have proposed in our pricing matrix. The discounts in our matrix represent the minimum discount tiers that the corresponding manufacturers are willing to guarantee, thus what Iron Bow is willing to guarantee. Iron Bow Technologies, LLC Page 23 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Table 5. Iron Bow Minimum Discounts by OEM American Power All Conversion Corp. (APC) Apple, Inc. Notebooks Aruba Hardware Asylon All Ava security Hardware (Network) Avaya, Inc. Software Axis Communications AB Hardware (Network) Belkin International, Inc. Hardware (Accessories) Canon, Inc. All Centegix CrisisAlert Annual Per Site Pricing Checkpoint Software Software Technologies Ltd. CHIEF All 12% Sealed Bid # 23-6692 3% Desktop 3% Ipads 1% Acessories 2% Apple Care 1% 24% 2% All 5% 3% Software 3% Services 3% Security 3% Licenses 4% 10% Software 10% Security 5% Licenses 3% 1% 12% Gateway 2% Badges 2% Hubs, Strobes, 2% Locating beacon, Outdoor Kit, Scanner, intercom, Cellular wireless backup, Map rendering, Hub Cover 14% Renewal 2% Iron Bow Technologies, LLC Page 24 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Ciena Corp. OEM, IRM; 1% 6500 24% Waveserver 28% 6500 Software 47% PLOPT A, 21 % Waveserver Photonics, (Commons -F2 6500 Software MSPP and and 100G) 100G/40G/10 Licenses - E1 MISC F1 G, T-series, COMMONS; Packet RLS, ELS - Transport F System (PTS), 81xx, DCO-J Implementatio 6% Packet 36% PLOPTF, 42% ESM Software; 26% 2150, 2110 - 52% n & Consulting Networking Packet 38xx; Intel y services; (39xx/51xx); Networking XCVR - u Maintenance PLOPT-E - L SFPs/XFPs services, - 67 Training Cisco Systems, Inc. Hardware 36% Software 20% SmartNet 13% A Flex 12% UCS 42% Total Care Hardware UCS SmartNet 13% SmartNet 13% SmartNet 15% SmartNet Total 18% Advanced 1% Total Care Total Care Care Services 1 year 3 year 5 year Citrix Systems, Inc. All 2% Cognyte software Software 1% Cohesity, Inc. Data protection 5% Software 5% Hardware 5% and storage CommVault Systems, Inc. Software 8% Maintenance 1% Services 2% Training 2% CrowdStrike, Inc. All 8% Dell, Inc. Precision 31 % Latitude 31 % XPS 1% Rugged 28% Chrome 28% Mobile Education Chrome 28% Optiplex 32% Precision 31 % Dell Thin 17% Alienware 2% Enterprise Workstation Clients Aurora s Iron Bow Technologies, LLC Page 25 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Dell, Inc. - Data Center 1 Socket Servers PowerVault Dell, Inc. - Monitors P Series Monitors Eaton Corp. Hardware Elasticsearch, Inc. All Extron Electronics All F5 Networks, Inc. All Gallagher security Hardware (Network) Genetec Hardware (Network) Gigamon Systems, LLC All Hanwha Hardware (Network) Hewlett Packard Servers Enterprise Co. HP, Inc. Servers IBM Corp. SaaS Intel Corp. All Intel Security Group All (McAfee) Ixia All Jabra Corp. Hardware Juniper Networks, Inc. Hardware Lenel S2 Hardware (Network) 31 % 2 Socket Servers 38% Dell EMC SC 15% E Series Monitors 8% 2% 3% 4% 3% Software 2% Software 1% 3% Software 24% Enterprise Storage 25% Client 1% Non-SaaS 1% 12% 2% 2% 22% Software 3% Software 42% 4 Socket Servers 38% MD 15% U Series Monitors 42% 1 Socket Tower Servers 38% Data Protection 15% Conference Monitor 3% Services 3% Security Licenses 2% Services 2% Security Licenses 3% Services 3% Security Licenses 31 % Hyperconver 31 % ged 28% Storage 25% 1% 22% Support 7% 3% Security 3% Licenses 31% FX 41% 15% 3% 2% 3% 42% Iron Bow Technologies, LLC Page 26 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Logitech, Inc. All 13% Microsoft Corp. 1 % NetApp, Inc. All 10% Nutanix, Inc. 10% Palo Alto Networks, Inc. Products 12% Cloud 12% PANW 6% Partner 1% Delievered premium Enablement Security support Premier Services Support (ASC) Proff Services 1% Backline 13% Prisma 2% Bundles Cloud (Non-ASC) Sealed Bid # 23-6692 Partner Enablement Premier Support(non- ASC) Panasonic Corp. All 12% Pexip AS Software 15% Support 5% Installation 5% Services 5% Planar Systems, Inc. All 5% Plantronics, Inc. All 5% Poly. DC2 3% DC3 5% DC4 7% DC6 17% DC8 DC10 27% DC11 14% DC12 32% DC13 32% Polycom, Inc. All 2% Pure Storage, Inc. All 6% Qognify Software 3% Services 3% Security 3% Licenses Quest Software, Inc. All 1% Red Hat, Inc. Software 4% Ansible 4% Riverbed Technology, Inc. All 1% Iron Bow Technologies, LLC Page 27 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document 6% 22% October 13, 2022 Cobb County Purchasing Department Technology Product Solutions and Related Services Samsung Group All 1% Sharp Corp. 20% Silver Peak Systems, Inc. All 24% Skyline Advanced Services 25% Technology Services SMART Technologies All 2% Corp. Sole Source Technology, Software 25% Hardware 15% LLC Splunk, Inc. All 5% Symantec Corp. Software 1% Services 1% Training (Broadcom) Credits Tenable Network Security, All 5% Inc. Tripp Lite All 10% Veeam Software All 5% VMware, Inc. All 4% Western Digital Corp. All 2% Xerox Corp. Products 2% Zoom Corp. Meetings 7% Zscaler All 10% 1% Sealed Bid # 23-6692 Iron Bow Technologies, LLC Page 28 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 5.3.2 Additional Discounts [5.6(b)] b. Provide details of and propose additional discounts for volume orders, special manufacturer's offers, minimum order quantity, free goods programs, total annual spend, etc. (if offered). Given the broad array of manufacturers represented in this bid, it would be impossible to provide a blanket agreement around volume discounts, manufacturer promotions, etc. What's most important for Cobb County to consider about Iron Bow is our extensive list of strategic relationships with manufacturers contained within our price list. Each manufacturer handles trade-ins, strategic competitor take-out promotions, deeper discounts for bigger projects, etc. in different ways. Iron Bow understands how all of these programs work and we strive to ensure our customers understand what is and isn't available to them from the various manufacturers they are considering in any procurement. We have been successful in negotiating bulk purchase agreements between our customers and specific manufacturers, thus allowing customers to lock in specific and deeper discount structures for a certain defined period of times, in some cases multiple years. Our intention is to work with our SLED customers to ensure they fully understand the opportunities afforded to them to take advantage of deeper discounts than what we have proposed in our pricing matrix. The discounts in our matrix represent the minimum discount tiers that the corresponding manufacturers are willing to guarantee, thus what Iron Bow is willing to guarantee. Additional discounts may be offered to the Agency at the time of order placement and will be negotiated on a case -by -case basis. 5.3.3 Trade-in, Leasing, and Other Financing Offerings c. If used, trade-ins, leasing/financing, or other offerings are available, provide applicable pricing and discounts. Iron Bow has extensive experience in working with our customers and designing custom and flexible leasing/financing packages to meet their business needs. We have experience in the commercial and public sectors, operational and capital leasing, and other flexible financial structures that our customers may demand, such as the consumption -based X-as-a-Service model. As has been mentioned elsewhere in this proposal, we maintain strategic relationships with many banks and IT leasing/financing entities (e.g. HP Financial Services, Dell Financial Services, Cisco Capital, Key Bank, etc.), which provides our customers flexibility in selecting the best partner to support their needs. We've worked as the intermediary between customer and bank to help properly educate the underwriters and/or financing teams on the technologies involved and define their Essential Use, which is a requirement from banks to help define their financial risks. As a partner operating under this Cobb County contract, we will work to structure financial packaging that meets the Agency goals, as opposed to partners that just lay out a monthly payment structure. Trade-ins are handled on a case by case basis given each manufacturer handles such programs differently. Iron Bow is also capable of quoting manufacturer certified refurbished equipment if such a requirement exists with a customer. Iron Bow Technologies, LLC Page 29 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Proposers shall submit a recent history of financial solvency and provide the following: EVALUATION CRITERIA: c. Financial Stability of the top proposer(s) will be evaluated by the Finance Department in the following areas: Liquidity Ratios (1 point); Financial Leverage Ratios (2 points); Profitability Ratios (1 point); and whether an audited or reviewed Financial Statement is submitted with Proposal (1 point). A maximum of 5 points may be awarded. Proposers who receive a score of 2 points or less will be considered for award. Iron Bow, a privately held firm, is providing our financial information in response to this RFP requirement. All financial information is CONFIDENTIAL & PROPRIETARY and not to be disseminated beyond the proposal evaluators. Iron Bow had annual revenues of up to $1.6 billion last year and $1.6 billion the two prior years. Iron Bow's corporate financial resources are significant, and we will apply them, as appropriate, to deliver successful outcomes for the OMNIA Partners Master Agreement. Having been in business for 39 years, Iron Bow provides the long-term financial stability critical to successfully delivering on all our commercial and government contracts. We have proven to be consistently profitable and have established ample lines of credit, ensuring the capability to deliver at all times. 6.1 Financial Statement [5.7(a)] a. Financial Statement: Include the most recent, independently certified financial statement. Financial statements must include a balance sheet and income statement. We provide Iron Bow's annual audited financial statement for 2021 as Attachment 1 with our proposal. The financial statement includes both balance sheets (pages 3-4) and income statements (page 5). Additionally, to ease the evaluation effort, we provide our bank covenant compliance certificate for 2021 as well as for Q2 2022 in the same attachment. These documents show our major leverage ratios as defined by our banking agreement, demonstrating our organization's financial health. 6.2 Firm Preparing the Financial Statement [5.7(b)] b. Name and address of firm preparing the attached financial statement including a letter stating the independent audit or review has been performed by the firm. The financial statement provided in Attachment 1 includes a letter from Iron Bow's independent auditor, BDO USA, LLP. The firm's address is 8401 Greensboro Dr #800, McLean, VA 22102. 6.3 Bankruptcy Petition [5.7(c)] c. State whether the Proposer has ever had a bankruptcy petition filed in its name, voluntarily or involuntarily. If yes, specify all relevant details. In our 39-year corporate history, Iron Bow has never filed for bankruptcy. Iron Bow Technologies, LLC Page 30 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 7.1 OMNIA Partners Response for National Cooperative Contract [Attachment A, Exhibit A, 3.0; 5.8(a)] 3.0 SUPPLIER RESPONSE: Supplier must supply the following information for the Principal Procurement Agency to determine Supplier's qualifications to extend the resulting Master Agreement to Participating Public Agencies through OMNIA Partners. 5.8 — National Contract: a. Include a detailed response to Attachment A, Exhibit A, OMNIA Partners Response for National Cooperative Contract. Responses shall highlight experience, demonstrate a strong national presence, describe how Supplier will educate its national sales force about the contract, describe how products and services will be distributed nationwide, include a plan for marketing the products and services nationwide, and describe how volume will be tracked and report to OMNIA Partners. 7.1.1 Company [Attachment A, Exhibit A, 3.1] 7.1.1.1 Iron Bow Technologies, LLC [3.1(A), General Definition of Products and/or Services] 3.1(A): Brief history and description of Supplier to include experience providing similar products and services. Iron Bow was founded in 1983 and has 39 years of experience delivering professional services and technology solutions to federal, state, and local governments and commercial clients. We have gained extensive expertise in critical areas of IT lifecycle management, and developed mature technical practices to support design, implementation, and management efforts for network infrastructure, computer systems, collaboration, data center architecture, COOP, data management, AV, client and mobile utilization and optimization, and cyber security. Iron Bow possesses those skillsets while maintaining the highest level of corporate certifications with many OEMs. Our performance has provided us extensive knowledge of the overall technology environment as well as issues encountered in daily operations. Eighty-five percent of Iron Bow's recurring $1.6 billion annual business is with the government sector. We deliver products, services, and solutions to the government similar to those we are proposing for this contract. The following are just some of the customers for which Iron Bow has deployed products and services: State, Local, and Commercial: Fairfax County, VA (remote workforce/laptops, network); Plant City, FL (AV/VTC); Commonwealth of Virginia (DaaS); Maryland -National Capital Park and Planning Commission (networking); Sarasota County, FL (AV/VTC); C2 Technologies (storage consolidation); DLA Piper (managed network services, wireless redesign, SD -WAN); Huntington Ingalls Industries (end -user device support, network); McCormick Company (AV/VTC); NHIC Corporation (security); The Queen's Health Systems (collaboration, telehealth); Frederick Community College (managed UCaaS); Kaiser Permanente (telehealth); Airbus (program management, network); Navy Federal Credit Union (networking, data center, collaboration); MedStar Health (AV, VTC, wireless). Federal Civilian Agencies: VA (products, services, support, and development for the past 10 years); Department of Justice / Federal Bureau of Investigation (end -user devices, storage, printers, UC, help desk); Internal Revenue Service (compute/store, collaboration, networking); Administrative Office of the U.S. Courts (Layer 1 / physical plant, networking, security, collaboration); Department of Homeland Security / U.S. Coast Guard (end -user Iron Bow Technologies, LLC Page 31 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 device provisioning, deployment, maintenance); Department of Labor (collaboration, networking); National Institutes of Health (NIH) (optical network, collaboration); Social Security Administration (end -user device provisioning and maintenance); FAA (collaboration/VTC, hardware commodity procurement, asset management/installation); DOS (security, collaboration/VTC, networking); Equal Employment Opportunity Commission (IT help desk); U.S. Tax Court (security, data center, collaboration, managed VolP, networking). DoD: Air Force District of Washington (networking, cloud, storage, collaboration); Air Combat Command (virtual desktop infrastructure [VDI], collaboration); Army National Guard (networking); Army Corps of Engineers (communication kits, hardware provisioning and deployment); Pacific Air Forces (collaboration); Space and Naval Warfare Systems Command (networking, security); Army and Air Force Enterprise (enterprise IT as a service [EITaaS]); U.S. Air Force (USAF) (Windows 10 migration); USAF Europe (VDI, networking); U.S. Naval Ships Mercy and Comfort (on -board technical engineering support, data center, security, networking); Defense Threat Reduction Agency (data analytics); Defense Language Institute (wireless, VDI); Aberdeen Proving Ground (wireless, AV, VTC); Defense Health Agency (telehealth). See Section 7.1.2.1 for a full range of technology solutions Iron Bow offers. 7.1.1.2 Sales Organization [3.1(B, C)] B. Total number and location of salespersons employed by Supplier. C. Number and location of support centers (if applicable) and location of corporate office. As detailed in both Section 5.1.2 and Section 7.1.2.5, Iron Bow's sales staff is 217-strong nationwide. This includes a total of 41 outside or externally facing Account Managers, who are supported by 41 Inside Sales Representatives (ISRs). Account Managers are also supported by our 26 pre -sales Consulting Sales Engineers (CSEs). Our 15 Sales Managers round out the total sales organization. Iron Bow is capable of providing all required services to partner Agencies nationwide. We will leverage our experience supporting all 50 states and 3 territories, as well as 12 countries in South America, Africa, Europe, and Asia. Our sales staff resides in Alabama, Arizona, California, Colorado, Delaware, Florida, Hawaii, Illinois, Indiana, Kentucky, Louisiana, Maryland, Montana, New Hampshire, New York, North Carolina, Pennsylvania, Texas, Virginia, Washington, West Virginia, and the District of Columbia and will be able to assist partner agencies with their purchase needs. We also have a presence in Guam and the Republic of Korea and are continually expanding to additional locations as the business demands it. Iron Bow has six corporate office locations; addresses and numbers of employees are provided in Table 6. Note that these corporate offices house more than just sales personnel. We also leverage the distribution facilities detailed in Section 7.1.2. Table 6. Iron Bow Locations Virginia Headquarters 2121 Cooperative Way, Suite 500, (703) 279-3000 32 Herndon, VA 20171 �(800) 338-8866 Iron Bow Technologies, LLC Page 32 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Location Address -Tr— Sales Personnel Virginia - Program Management 14370 Sullyfield Road, Suites A and (703) 279-3000 3 Office (PMO), Test and Integration B, Chantilly VA 20151 Lab Washington - Remote 20415 72nd Avenue South, Suite (253) 867-1800 7 Sales/Engineering Office 410, Kent, WA 98032 Virginia - 24/7/365 CSC 3635 Concorde Parkway, Suite 700, (703) 279-3000 3 Chantilly, VA 20151 Hawaii - Remote Sales/Engineering 737 Bishop Street, Suite 2040 (800) 338-8866 1 Office Honolulu, HI 96813 Maryland - Remote 1401 Mercantile Lane, Suite 300 (240) 487-1400 14 Sales/Engineering Office Largo, MD 20774 7.1.1.3 Annual Sales [3.1(D)] D. Annual sales for the three previous fiscal years. a. Submit FEIN and Dunn & Bradstreet report. Annual sales for the past 3 years are provided in Table 7. Table 7. Iron Bow Annual Sales 2019 $1 B 2020 $1 B 2021 $1.613 Iron Bow's FEIN is 26-1615129. A copy of Iron Bow's latest Dun & Bradstreet report can be found in Appendix A. 7.1.1.4 Green Initiatives [3.1(E)] E. Describe any green or environmental initiatives or policies. Iron Bow is often required to provide products that comply with environmental standards such as Energy Star and the Electronic Product Environmental Assessment Tool (EPEAT). In addition to these national standards, Iron Bow has supported California's Electronic Waste Recycling Act of 2003 by providing compliant products to customers there. As a solution provider, we identify products that comply with our customers' environmental requirements. We also capture and maintain this information, such as Energy Star compliance or EPEAT certification levels, in our central database system. We can provide this data to customers as part of the ordering/purchasing process and can provide contract reporting that shows purchases of environmentally sound products. According to the U.S. Environmental Protection Agency (EPA), the largest contributor to greenhouse gas emissions is transportation. Iron Bow supports telework, reducing the number of cars on the road and thus reducing fossil fuel consumption and greenhouse gas emissions. Our headquarters building in Herndon, VA, has an automated energy management system (EMS) to turn off lights and adjust temperature in unoccupied areas, reducing energy use. Recycling bins Iron Bow Technologies, LLC Page 33 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 and water bottle filling stations are located throughout the office, reducing the amount of waste sent to landfills. 7.1.1.5 Diversity Programs [3.1(F)] F. Describe any diversity programs or partners supplier does business with and how Participating Agencies may use diverse partners through the Master Agreement. Indicate how, if at all, pricing changes when using the diversity program. If there are any diversity programs, provide a list of diversity alliances and a copy of their certifications. As detailed in Section 3.3, Iron Bow is committed to providing an equitable opportunity for small businesses, SDB, WOSB, HUBZone, VOSB, and SDVOSB to participate in subcontracting opportunities on our contracts. We continually seek to add new diverse suppliers and subcontractors to our already significant family of partners. This is demonstrated by our Individual Subcontracting Reports and Summary Subcontracting Reports, which Iron Bow is required to provide on several of our GWACs. Iron Bow's subcontracting program is intended to use existing and develop new relationships with small business concerns to meet the small business goals of our clients. Our outreach efforts include: • Contacting minority and small business trade associations • Contacting business development organizations • Seeking referrals from our key OEMs for top -performing small business organizations • Requesting sources from SAM and the SBA • Attending small and minority business trade fairs and procurement conferences Internal efforts to guide and encourage purchasing personnel include: • Presenting workshops, seminars, and training programs to sales and program management personnel • Establishing, maintaining, and encouraging the use of small business, SDB, WOSB, HUBZone, VOSB, and SDVOSB concern source lists, guides, and other data for soliciting partners • Monitoring activities to evaluate compliance with participation and subcontracting plans Iron Bow has established a Small Business Liaison Office (SBLO) responsible for promoting the use of small business, SDB, WOSB, HUBZone, VOSB, and SDVOSB concerns. The SBLO coordinates events for staff to reinforce the requirements regarding using small businesses and opportunities to work with Iron Bow. The SBLO maintains a list of small business, SDB, WOSB, HUBZone, VOSB, and SDVOSB concerns in our Oracle database. These are available to all Iron Bow staff for review when seeking partners. The SBLO meets personally with representatives of small businesses that have the potential to do business with Iron Bow. This one-on-one contact surpasses the simple provision of information on a website from which we can later pursue relationships. This is the first step in building a long-term successful relationship. Product and category discounts do not change when we partner with a small business or any other subcontractor. Iron Bow Technologies, LLC Page 34 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 7.1.1.6 Supplier Classification [3.1(G)] G. Indicate if supplier holds any of the below certifications in any classified areas and include proof of such certification in the response: Iron Bow is a large business. Our socioeconomic status for each diversity category requested is provided in Table 8. Table 8. Iron Bow Socioeconomic Status Minority Women Business Enterprise No Small Business Enterprise (SBE) or Disadvantaged Business Enterprise (DBE) No Historically Underutilized Business (HUB) No Historically Underutilized Business Zone Enterprise (HUBZone) No Other recognized diversity certificate holder No 7.1.1.7 Subcontractor Relationships [3.1(H)] H. List any relationships with subcontractors or affiliates intended to be used when providing services and identify if subcontractors meet minority -owned standards. If any, list which certifications subcontractors hold and certifying agency. Iron Bow has existing relationships with outside subcontractors, consultants, and specialists. If necessary, we will engage subcontractors when surge requirements occur or a specialized skill is needed for a project. Our policy is to obtain prior written approval by the Agency prior to adding a subcontractor, consultant, or specialist to our team. Iron Bow has extensive working experience partnering with small businesses within each socioeconomic classification as a result of our federal contracting work. We maintain an SBLO, headed by Ms. Jodie Vaughn, who is also our GWAC Service Center Manager. Ms. Vaughn will be actively involved in managing the Technology Solutions contract, which is very similar in scope to federal government vehicles, and so will be well positioned to incorporate small businesses under the contract. The best way to utilize small businesses under this contract is to provide local "related services" for installation, implementation, and ongoing technical support. It is important to note that in any scenario where Iron Bow subcontracts any work to another company, we recognize our responsibilities as the Prime contractor and party ultimately responsible for complete customer satisfaction. In addition, any work by small businesses would be performed under the direction of an Iron Bow PM. 7.1.1.8 Iron Bow Discriminators [3.1(1)] I. Describe how supplier differentiates itself from its competitors. The Iron Bow Way Customer First and Mutual Respect for all Members of our Community. Not just our motto, but words we live by in our daily interactions. This phrase encapsulates our approach with our customers, employees, and partners. Our key focus is ensuring our customers meet their goals and services are performed at a high -quality level. Iron Bow Technologies, LLC Page 35 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 To enable "Customer First," Iron Bow first and foremost invests in our employees. We understand that maintaining a base of employees who enjoy their environment and are excited to come to work each day results in a satisfied customer with results exceeding expectations. Our investment begins with multiple channels of consistent and transparent communication and includes clearly defined missions and objectives, celebration and reward of individual or team success, charitable events, social gatherings, employee wellness, and many other programs designed for employee fulfillment. As an organization, we promote team unity and invest in processes, events, and trainings to enable the cohesion of teams. Finally, all employees participate in an annual review process as well as periodic meetings throughout the year to support development and achievement of their personal and professional goals. Iron Bow's objective is to expand customer service to customer experience. Customer experience is the interactions and experiences Agencies have with Iron Bow's team throughout the entire process —from submission of this bid to contract closeout. Customer service is typically a single event and is a subset of customer experience. With nearly 1,000 employees, more than 80 percent are client -facing (see Figure 2). Figure 2. Enhancing Customer Service and Ensuring Quality Levels of Performance National footprint with global reach, HQ in Herndon, VA serving government, healthcare and commercial clients 0 q� 1,000 employees, Over 600 technical, 80% Client -facing 2022 Revenue Forecast $1.6 Billion includes $250M in services e e 0 o— ISO 9001:2015 & ISO 27001:2013 Certified CMMI SVC C2 FISMA Moderate ATO Iron Bow's greatest resource is our people. To ensure high -quality performance, we rely on our greatest resource. The combined talents and dedication or our employees make Iron Bow one of the strongest, most versatile solution providers in technical knowledge and innovation. The superior, specialized abilities of our employees range from in-depth and customer -specific services knowledge to advanced integration of complex systems. Our employees work constantly to advance their skills through individual and industry certifications. This is evidenced in the recognition illustrated in Table 9, which Iron Bow continues to receive year - over -year within the industry. Table 9. Iron Bow Industry Recognition Business Wire Recognized for Excellence in Client Solutions CRN MSP 500 LIST CRN Solution Provider 500 CRN Tech Elite 250 Bloomberg Government Top 200 Federal Contractors CRN MSP 500: Security 100 CRN Tech Elite 250 CRN Solution Provider 500 Dell Technologies Federal Partner of the Year: Excellence in Dell Technologies Federal Partner of the Year: Driving Client Solutions New Business Iron Bow Technologies, LLC Page 36 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 ivio),4,zr,To - •• • 1 • - •• • Intel Channel Partner of the Year Intel U.S. Partner of the Year: Go -to -Market Solutions Provider Intel Public Sector Solution of The Year Washington Business Journal Largest Government Technology Contractors in Greater D.C. Quest 2021 Federal Partner of the Year Ranked #25 of Washington Business Journafs Largest Government Tech Contractors Washington Technology Top 100 Contract Management Customer agencies will benefit from Iron Bow's experience managing federal, state, and local government contracts whose structure and function are very similar to this Technology Solutions contract. Iron Bow has proven performance directly relevant to the Technology Solutions program in terms of size, scope, and complexity. As a Prime contractor, Iron Bow successfully manages more than 15 active IDIQ, GWAC, and BPA contracts with high -volume deliveries of product orders to federal end users across a disparate geography. We leverage our experience in administration and management of these types of vehicles to develop the information, tools, and services needed to ensure this contract's success. Nationwide Support The Iron Bow Account Team has access to our national sales organization to market and support the contract to Agencies nationwide. Iron Bow is capable of providing all required services to any Agencies. We will leverage our experience supporting all 50 states and 3 territories. In addition, we maintain partnerships with over 200 professional service subcontractors, enabling a complete solution offering in every conceivable market segment. Significant buying power, worldwide support capabilities, and senior technical resources enable Iron Bow to hold the highest certifications with top -tier OEMs. We leverage our internal resources, in addition to our distributor and OEM partners, to ensure we can serve any Agency regardless of location. 7.1.1.9 Litigation [3.1(J, K, L)] J. Describe any present or past litigation, bankruptcy or reorganization involving supplier. K. Felony Conviction Notice: Indicate if the supplier a. is a publicly held corporation and this reporting requirement is not applicable; b. is not owned or operated by anyone who has been convicted of a felony; or c. is owned or operated by and individual(s) who has been convicted of a felony and provide the names and convictions. L. Describe any debarment or suspension actions taken against supplier Iron Bow, like most contractors, from time to time is involved in disagreements, payment issues, and disputes (e.g., we are not paid after providing products and/or services). However, we do not reasonably anticipate that any such issues could hinder our ability to perform under the contract. Iron Bow is not owned or operated by anyone who has been convicted of a felony, and there are no current or pending debarment or suspension actions against us. Iron Bow Technologies, LLC Page 37 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Distribution, Logistics [Attachment A, Exhibit A, 3.2; GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES] 7.1.2.1 Iron Bow Offerings [3.2(A), GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES] 3.2(A): Each offeror awarded an item under this solicitation may offer their complete product and service offering/a balance of line. Describe the full line of products and services offered by supplier. General Definition of Products and/or Services: Qualified suppliers/manufacturers are expected to propose the broadest possible selection of TECHNOLOGY PRODUCT SOLUTIONS AND RELATED SERVCES they offer. The intent of this RFP is to provide Participating Public Agencies with a full range of solutions to meet their needs. Therefore, the proposer shall have demonstrated experience in providing the products and services as defined in this RFP, including but not limited to: As detailed in Section 5.1.1, Iron Bow is a trusted source for a vast array of IT products and services for our customers, including: Products — Iron Bow is directly and formally authorized as a reseller by over 200 major OEMs. Many other OEMs do not require formal reseller authorization. Altogether, Iron Bow sold the products of over 1,200 unique OEMs last year. We have access to over 2,000 additional OEMs through our partnerships with 10 major IT distributors. Professional Services — Our services are performed by experienced, OEM -certified engineers who support the full product lifecycle, from analysis and design through implementation and operational support. Complex Solutions — Our staff is experienced in design, integration, deployment, and sustainment of complex multi - technology solutions that include computer systems, networking, UC, voice over Internet protocol (VoIP), data center, wireless, audiovisual (AV), video teleconference (VTC), and security components. Customer Success Center (CSC) — Our CSC provides all of our managed services and various help desk solutions. They can and do support our Anything -as -a -Service (XaaS) offerings as well as our various cloud computing on down to our most basic of network managed services. In the following sub -sections, we map Iron Bow demonstrated experience to the full range of technology solutions required under "GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES" section that starts on page 2 of the RFP. Required Technology Products [GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES] Technology Products: A complete portfolio of technology products such as desktops, laptops, tablets, PDAs, servers, storage, ruggedized devices, thin clients, printers, monitors, multifunction printers, scanners, plotters, projectors, video conferencing, teleconferencing, analog phones, VoIP phones, conference phones, audiovisual equipment such as computer - video interfaces, switchers, matrix switchers, distribution amplifiers, video scalers, scan converters, processing devices Ethernet control interfaces and high resolution cables, instructional equipment, security equipment, cabling, modems, wired and wireless networking, networking to support server, storage and client applications such as routers and switches, software, computer accessories, computer components, power protection, data protection, video cameras, virtualization products, Iron Bow Technologies, LLC Page 38 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 systems and network management tools, database products, data center facilities (racks, fire suppression, electrical, HVAC, generator, physical access controls) as well as any other technology products available from Offeror. As shown in Table 10, Iron Bow offers a wide range of the required technology products. Table 10. Iron Bow Experience Across Required Technology Products End -User Devices — desktops, laptops, V/ tablets, PDAs, ruggedized devices, thin clients, printers, monitors, peripherals, computer accessories Specialty Printing Devices — multifunction V/ printers, scanners, plotters Telephony: video conferencing, teleconferencing, analog phones, VoIP phones, conference phones Audiovisual — audiovisual equipment such as V/ computer -video interfaces, switchers, matrix switchers, distribution amplifiers, video scalers, scan converters, processing devices Ethernet control interfaces and high -resolution cables Instructional Equipment — Smart boards, s projectors Physical Security Equipment — Access control systems, door lock mechanism, panic button, CCTV cameras, NVR Systems Wired and wireless networking — cabling, ' modems, routers, switches, Wireless Access Points, Wireless Access Controls, SD -WAN Appliances, SDN Network Security — Firewalls (physical and V/ V/ virtual), NGFW, Data Resilience products Data Center Infrastructure — servers, storage, ' client applications, software, virtualization products, systems and network management tools, database products, data protection Data Center Facilities — power protection, racks, fire suppression, electrical, HVAC, generator, physical access controls Other Technology Products — Integrated medical cart Required Technology Services and Solutions [GENERAL DEFINITION OF PRODUCTS AND/OR SERVICES] Technology Services and Solutions: A complete portfolio of technology services and solutions such as systems configuration, testing, software copying, hardware and software installation, upgrades and/or maintenance, system integration, network integration, extended warranties, warranty service, staff augmentation and any other services and solutions available from Offeror. Specific requirements will be developed on a task order basis and may include, but is not limited to, services and solutions such as: •Virtualization: Transform data center with virtualization to consolidate servers, reduce energy consumption, increase IT capacity, add system flexibility and prepare for cloud computing. Iron Bow Technologies, LLC Page 39 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 •Physical Security: Security solutions seaports, airports, water and wastewater, transportation, critical infrastructure, perimeter defense, physical and logical access control, identity management, antiterrorism protection, automated alarms and alerts, integration with databases containing critical security information, cyber security and asset management, endpoint security and other network security and IT security. •Communications: Communication solutions to converge voice, data and video communications onto a single, secure IP- based network. •Cloud: Cloud solutions for scalable computing and storage capacity and rapid self -provisioning computing capabilities. This may include, but is not limited to, Cloud Infrastructure as a Service (laaS), Cloud Software as a Service (SaaS) and Cloud Platform as a Service (PaaS). •Infrastructure: Infrastructure solutions such as data center management, network modernization and migration, desktop virtualization, risk and vulnerability management, and IT service management. •Data Management: Data management solution which uses technologies such as thin provisioning, de -duplication and automated storage tiering to improve storage utilization. •Visual Communications: Visual communications that integrate audio, video, voice and presentation capabilities. •UCC (Unified Communications and Collaboration): UCC video teleconferencing solutions that provide for critical infrastructure, emergency operations centers, command rooms, fusion centers, training rooms, and classrooms. •Broadcast Studio: Broadcast studio solutions for staff that oversee communications and public broadcast efforts which provide integration (system design engineering), fabrication, budgeting, scheduling, engineering, architectural planning (technical grounding, power distribution and facility load requirements), and equipment specification (video, audio, network and storage technologies). •Law Enforcement: Public safety solutions such as in -car video, body worn cameras, license plate recognition, mobile computing, city surveillance, and digital evidence management. •Mobility: Mobility services to keep users connected, responsive and secure such as email protection, download prevention, containerize content on devices, self-destructing content, and content linked back to the user. Asset Management: Asset management solutions to identify and manage installed software, hardware and license entitlements. •Data Protection: Data protection to protect, backup, recover and archive data and applications. •Energy and Water Conservation: Energy and water conservation solutions to deploy advanced metering infrastructure (AM I) systems designed to measure, collect, analyze and monitor usage real time. Examples of projects include automated meter projects, SCADA (Supervisory Control and Data Acquisition) projects, and security projects. •Financial Services: Financing options such as lease, lease to own, lease with option to own, and IT as a Service. As shown in Table 11, Iron Bow offers a wide range of the required technology services and solutions. Table 11. Iron Bow Experience Across Required Technology Services and Solutions Complete Portfolio of Technology Services V/ V/ V/ and Solutions: Systems configuration, testing, hardware and software installation and configuration, systems assessments, upgrades and/or maintenance, system integration, network integration, extended warranties, warranty service, staff augmentation, managed care, help desk, and any other services and solutions available from Iron Bow. Vintualization: Transform data center with V/ virtualization to consolidate servers, reduce energy consumption, increase IT capacity, add system flexibility and prepare for cloud computing. Iron Bow Technologies, LLC Page 40 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Physical Security: Security solutions V/ V/ seaports, airports, water and wastewater, transportation, critical infrastructure, perimeter defense, physical and logical access control, identity management, antiterrorism protection, automated alarms and alerts, integration with databases containing critical security information, cyber security and asset management, endpoint security and other network security and IT security. Communications: Communication solutions V/ V/ V/ to converge voice, data and video communications onto a single, secure IP- based network. Cloud I XaaS: Cloud solutions for scalable computing and storage capacity and rapid self -provisioning computing capabilities. This may include, but is not limited to, Cloud Infrastructure as a Service (laaS), Cloud Software as a Service (SaaS) and Cloud Platform as a Service (PaaS). Infrastructure: Infrastructure solutions such V/ V/ V/ as data center management, network modernization and migration, desktop virtualization, risk and vulnerability management, and IT service management. Data Management: Data management V/ solution which uses technologies such as thin provisioning, de -duplication and automated storage tiering to improve storage utilization. Visual Communications: Visual V/ V/ V/ communications that integrate audio, video, voice and presentation capabilities. UCC (Unified Communications and v v v Collaboration): UCC video teleconferencing solutions that provide for critical infrastructure, emergency operations centers, command rooms, fusion centers, training rooms, and classrooms. Iron Bow Technologies, LLC Page 41 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Broadcast Studio: Broadcast studio solutions for staff that oversee communications and public broadcast efforts which provide integration (system design engineering), fabrication, budgeting, scheduling, engineering, architectural planning (technical grounding, power distribution and facility load requirements), and equipment specification (video, audio, network and storage technologies). Law Enforcement: Public safety solutions V/ I/ such as in -car video, body worn cameras, license plate recognition, mobile computing, city surveillance, and digital evidence management. Mobility: Mobility services to keep users V/ I/ connected, responsive and secure such as email protection, download prevention, containerize content on devices, self- destructing content, and content linked back to the user. Asset Management: Asset management IV solutions to identify and manage installed software, hardware and license entitlements. Data Protection: Data protection to protect, ✓ backup, recover and archive data and applications. Energy and Water Conservation: Energy and water conservation solutions to deploy advanced metering infrastructure (AMI) systems designed to measure, collect, analyze, and monitor usage real time. Examples of projects include automated meter projects, SCADA (Supervisory Control and Data Acquisition) projects, and security projects. Financial Services: Financing options such as V/ V/ V/ lease, lease to own, lease with option to own, and IT as a Service. Iron Bow Technologies, LLC Page 42 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Optional Services and Solutions Other Services and Solutions: Services and solutions not listed above that may be proposed by Offeror. Following is additional information related to products and services we propose to enhance and add value to the contract. 1. Cyber-Resiliency Traditional cybersecurity approaches and methodologies are myopically focused on security risk and controls, with little to no visibility into overall operational, financial, and business - related outcomes. The underlying cause of this singular focused approach is current cybersecurity training and functions are historically very siloed into that specific area without having a holistic view or exposure to the enterprise. In addition, traditional security risk assessments are key to a cybersecurity methodology that identifies critical information assets, assesses the threat to those assets, then estimates the impact of a breach to those specific assets. However, the traditional approach does not identify the business outcomes/deliverables an organization produces and then trace these back to the systems and processes that generate these outcomes. Further, these traditional security models only consider risk in standard operating conditions; they do not consider evolving or residual risks in the event of an incident, disaster, or changing scenarios. The rate of successful attacks in the public sector indicates shortcomings of the traditional approach. Additionally, attack vectors are constantly evolving, and the budget models do not allow for consistent spending towards improving cyber controls, which leaves environments vulnerable. In a recent Accenture survey, 32 percent of respondents indicate security was not part of the cloud discussion. The reasoning for this is the output of the security risk assessment does not include the business or financial stakeholders, and the identified risks do not often resonate with the stakeholders who have budgetary authority, further complicating the issue. The elements of a traditional cyber security framework and approach utilized by Managed Security Service Providers (MSSPs) are as follows: • Identify - Cybersecurity Risk Assessments focus on mitigation of cyber specific risks • Protect - perimeter defenses • Detect - continuous security monitoring • Respond - incident response • Recover - Resilience as a Service Iron Bow's Resilience as a Service approach focuses on the overall enterprise in a holistic approach. The intended goal is building organizational resilience and specifically establishing operational resilience. Under operational resilience, the focus is on the resiliency of the business. This includes assessing the adaptability of the systems and processes to disruption, the recoverability of the core processes and systems to a negative event, the predictability of the outcomes generated by the business, and the securability of the overall operation. The goal is to ensure the business of government can continue without interruption in any and all scenarios. In our Resilience -as -a- Service framework, we first identify and trace back the key services or outcomes an organization provides to the processes, people, and systems that generate those services. Then we identify and prioritize single points of failure that can disrupt these outcomes Iron Bow Technologies, LLC Page 43 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 with stakeholders from business, operations, finance, and technology to ensure a more holistic analysis. The output of this analysis is a prioritized resiliency roadmap that identifies technical and non -technical points of failure within the environment. The advantage of the Resilience -as -a -Service framework is that, while the attack vectors are evolving at a rate faster than the public sector spending can keep pace, the underlying processes and systems are made resilient, limiting the effectiveness of any successful attack. Security is a key priority under operational resilience, and modern controls are implemented along with an evolving threat informed defense. The main difference between the traditional security and resilience approach is the breadth of scope and how security controls are prioritized under each model. 2. Iron Bow Micro Assessments Iron Bow has developed a series of packaged consulting services, referred to as micro - assessments, to help agencies gain critical knowledge about their environment, to scope projects correctly, and determine the appropriate budget for their needs. These micro -assessments are provided at a predetermined fixed price and include travel within continental United States (CONUS). The term "micro" refers to the short and purpose-built engagements, structured for ease of execution by both the customer as well as Iron Bow engineers. By pre-packaging these high -demand services there is no need for a large, drawn -out statements of work (SOWS) and/or negotiation. We will also develop custom and more large-scale assessments for our customers at their request. The following sections outline our most popular micro -assessment offerings. Virtual Desktop Infrastructure (VDI): The primary reason for VDI deployment failures is the lack of proper design and preparation of the underlying infrastructure. To mitigate this risk, Iron Bow has developed our own VDI Readiness Assessment. In this 2-week assessment, Iron Bow deploys Liquid Ware Labs' Stratusphere Fit on a virtual machine to properly collect the necessary data and to assess the readiness of the underlying infrastructure to meet the requirements for each VDI deployment. Iron Bow collects data during actual usage periods to gauge readiness and work with customers to plan out the required infrastructure changes before deploying VDI to ensure an appropriate and robust user experience post -deployment. At the conclusion of the data collection, Iron Bow analyzes the data, arrives at an appropriate infrastructure design, develops a recommended bill of materials (BOM) and outlines the expected outcomes to ensure compliance with all customer requirements. As a part of this process, Iron Bow delivers all assessment findings, explains rationale behind any infrastructure change recommendations and presents the overarching view of how such a VDI deployment can and will be successful. Network Performance: Network Performance Assessments are best for clients that need to identify trouble spots in their network, capture network inventory, or help plan for the future by identifying possible EOS/EOL devices. This micro -service helps Agencies benchmark their network, identify traffic bottlenecks, establish baseline, and identify EOS/EOL hardware. This micro -service performs an inventory of the environment, analyzes the lifecycle of network equipment and servers, benchmarks how they compare to other companies, measures performance of network metrics such as jitter, latency, loss, shows top talkers, Iron Bow Technologies, LLC Page 44 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 and maps application dependencies. Iron Bow kicks off the Network Performance micro service, by performing a physical survey, and then runs the Risk Identification and Site Criticality (RISC) IT HealthCheck tool for 7-10 business days. Once the RISC IT HealthCheck is completed, Iron Bow returns, analyzes the collected data, develops a recommended BOM and Findings Report, and reviews the results with the Agency. This micro -service includes up to 300 devices, one computer room, and less than five closets. Larger environments are custom priced. Wireless (Passive or Active) Survey: To optimize wireless performance and maximize user experience, Agencies need a Passive or Active Wireless Survey of their physical environments. A Passive Survey conveys the current radio frequency (RF) coverage and results are used for RF analysis, troubleshooting, or validation wireless moves, adds, or changes. An Active Survey includes spectrum analysis and validates a wireless design by producing optimal placement of wireless access points. This is important in ensuring maximum wireless coverage. Iron Bow engineers use a tool called Air Magnet Survey Pro to perform the Passive and Active Surveys. The Micro -Service Passive Survey includes a single floor up to 25,000 square feet, is a 3-day engagement, and includes the Site Survey and documentation. A Passive Survey is performed onsite and is used to gather current RF data for RF analysis, troubleshooting, or validation of move, add, or change. The Active Survey includes a single floor up to 25,000 square feet is a 4-day engagement. The Active Survey is also performed onsite and is used to validate a wireless design and/or build a wireless coverage model and exact access point placement based on Agency requirements. This is done by temporarily placing an access point at a fixed location and taking RF reading with Air Magnet to validate its coverage and signal strength. We also perform a spectrum analysis with a spectrum analyzer to look for interference sources. The Passive and Active Surveys include the Site Survey and documentation (passive: heat maps and interference; active: exact AP location placement for optimal coverage). Larger buildings for both Passive and Active Surveys increase the time and cost. Security Vulnerability: Security is an important factor in every enterprise, you cannot secure what you do not know about. Agencies concerned about vulnerabilities in their enterprise can purchase a Security Vulnerability Assessment. Iron Bow engineers arrive on - site, conduct interviews with Agency stakeholders and set up the Tenable Nessus Pro to perform a Vulnerability Scan. The vulnerability scan is completed in eight hours, followed by an analysis and delivery of final Findings Report that outlines vulnerabilities, auditing information, and recommendations. This micro -service covers up to 300 network devices. 3. 24/7/365 Service Desk Service Desk operations is the critical central point where we interact daily with customers. To deliver outstanding IT capabilities and service, we ensure our personnel have a varied skill set across technologies to perform at a high level. We leverage ITIL as a base of knowledge for our service delivery model, as well as leverage industry and our own best practices to enable Agency's to improve performance. Iron Bow uses our knowledge and experience gained in supporting federal, state, local, commercial, and healthcare customer environments, as well as our experience handling more than 500,000 calls per year in our Chantilly, VA -based CSC. Iron Bow Technologies, LLC Page 45 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Iron Bow's CSC was originally established to support our contract with the VA. We have transformed the facility into a 24/7/365 operations center which provides Tiers 1-3 Service Desk (first call through escalation), network monitoring, and server and system monitoring, as well as a variety of other managed services. To achieve and maintain successful Service Desk operations, we provide over 120 Tiers 1-3 technicians, managers, and SMEs, with vast skills across the systems and tools to assist in systems integration, configuration management testing, baselining and updating configurations, configuration analyses and recommended solutions, documentation, and implementation of solutions. In performance of our duties, Iron Bow's capabilities include: • Provide and fully staff a managed IT Service Desk supporting Agency staff, including VIP personnel. • Integrate our tool suite (ServiceNow) with Agency tools to provide single pane of glass. • Work collaboratively with the Agency to create workflows which meet their business objectives. • Establish Service Level Agreements (SLAB) to deliver an expected outcome to the Agency. • Resolve as many requests as possible on first call (Tier 1). • Prioritize and escalate requests to skilled technicians who can resolve them. • Own, track, and coordinate requests until they are resolved. • Monitor service levels and evaluate process flow for continuous process improvement. • Close requests and maintain a knowledge base that may be used to build additional self- service utilities or databases of frequently asked questions (FAQ) and how-to questions. • Identify, monitor, and report trends (e.g., performance, metrics, and satisfaction levels). Customer Service Iron Bow's OEM -certified service technicians are responsible for providing customer service for the daily operation of our customers' computer systems and networking systems. They will be the first line of support for all support calls and are available 24/7. Their responsibilities include: • Telephone support to the participating Agency on complex hardware, software, and network -related problems, questions, and use • First -tier resolution over the telephone by diagnosing, troubleshooting, and attempting problem reproduction to classify nature, level, and priority of problems • Opening, tracking, and closing trouble tickets • Ensuring problem ownership and promoting end -user satisfaction • Escalating issues to internal Tier 2 or Tier 3 resources as needed • Dispatching and tracking activities of service technicians assigned when trouble tickets are escalated, when necessary • Tracking any additional support from OEM technical support organizations • Providing regular and ad hoc reports to customers as required Problem Resolution As a result of proactive monitoring, the Iron Bow can detect and begin troubleshooting some incidents before the participating Agency becomes aware of a problem or notices any performance issue. We will contact the Agency's support organization upon discovery of a Iron Bow Technologies, LLC Page 46 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 degradation or fault that may require corrective action. If on -site collaborative troubleshooting is required, the Iron Bow specialist will work remotely with the Agency's onsite support organization at a time convenient to the Agency. We have established formal escalation procedures to facilitate resolution of complex incidents. We coordinate incident escalation, enlisting appropriate Iron Bow technical resources and operational managers to assist with problem -solving and Agency communication. Incidents will be escalated based on severity and the amount of time open without resolution. Agencies may elect to escalate their incidents with our Service Desk at any time. The Service Desk operates 24/7 and features experienced and highly qualified certified staff. 4. Telehealth Leveraging 35 years of experience delivering and supporting complex information systems integration and 20 years in the healthcare market, Iron Bow has become the leading global provider of telemedicine solutions and North America's largest end -to -end telehealth services provider. Iron Bow provides telehealth solutions to the VA, Kaiser Permanente, and Ascension Health, among many other healthcare systems of various size and scope. This success is a direct result of our commitment to serving as a one -stop shop for telehealth solutions and services —from research and development to solution planning, design, implementation, and hosting, to ongoing managed services and customer care —for our commercial and government healthcare customers. Iron Bow's telehealth product suite is the culmination of over 20 years of support and input from some of the nation and federal government's largest and most cutting -edge virtual care programs. The solution is the most robust and comprehensive on the market today. It is purpose built, highly secure, and easy to use —thus ensuring providers and patients have the highest quality telemedicine encounters anytime, anywhere on any device. Table 12 illustrates the inherent capabilities of Iron Bow's telehealth solutions. Table 12. Benefits of Iron Bow's Telehealth Solution Portfolio Integration with Client's Existing Tools I Iron Bow's telehealth suite of products integrates within our customer's existing and Infrastructure infrastructure including current EMIR solution, Video Infrastructure and Microsoft Outlook. Scope of Products and Services Iron Bow offers a holistic solution addressing all the telehealth product and service Offered needs. Competitive Pricing, Price Protection Iron Bow is offering industry -competitive pricing and protection for our industry - and Terms leading solution. Service Support and Flexibility Our 24171365 CSC offers comprehensive support to all users —doctors, medical staff, and patients alike. Trusted Advisory Services Iron Bow's trusted advisory services —including strategic guidance, knowledge transfer, clinical adoption services, and more —enables clients to significantly increase operational efficiency and program success as well as scale for its telehealth future. Iron Bow Technologies, LLC Page 47 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Reporting capabilities and data Iron Bow offers reporting and data on both summarized and detail encounter availability on summarized and detail levels. encounter levels Iron Bow's telehealth solutions are the only offerings on the market that are entirely agnostic they can integrate within any electronic medical record (EMR) application, operate on any video network, and can function on any user device —whether that be mobile, desktop, or the Iron Bow purpose built telemedicine endpoints. Table 13 details the portfolio of Iron Bow telehealth offerings. Table 13. Iron Bow's Telehealth Solution Portfolio Endpoints Iron Bow's video endpoints, such as the CLINiCTm and MedViewTM, are designed to perform seamlessly in multiple care settings and with a wide variety of clinical workflows, including electronic ICU (e-ICU), electronic sitting (e-sitting), stroke, behavioral health, and general clinical consults. The MedView meets conferencing requirements for group sessions at homeless shelters, outpatient clinics, and county community centers, and clinical consultation requirements for emergency centers, ICUs, and medical -surgical nursing (MedSurg) rooms. Unlike other clinical solutions, both endpoints provide unmatched video quality and reliability and crystal-clear audio, with solid state components, to minimize sound disturbance and ensure maximum uptime. Endpoint Mounting The CLINiCTM can be interchangeably mounted on a tabletop, wall, extensible arm, or on a medical Options cart. Peripherals Clients can supplement the proposed solution with optional Iron Bow or third -party peripherals with standard output audiovisual signals (i.e., high -definition multimedia interface (HDMI), composite, video, and line -level audio) that may be plugged into the CLINiCTM. Iron Bow holds strategic partnerships with more than 2,000 technology providers and OEMs, enabling us to provide cost- effective, technology -agnostic solutions across all our lines of business. IronMed Our telemedicine platform is an intuitive, secure, Health Insurance Portability and Accountability Act Telemedicine of 1996 (HIPAA)-compliant, enterprise -class telemedicine platform. This proven platform enables Platform healthcare organizations to rapidly configure and securely distribute their virtual health solutions, support limitless clinical use cases, automate the scheduling of patients, offer private virtual meeting rooms, and provide enhanced reporting and analytics—all while optimizing clinical workflows. The platform integrates natively within multiple EMIR environments. The platform enables secure, highly reliable audio, video point-to-point or multi -party telemedicine consults in any VTC standards —based environment. The platform is hosted within AWS within an Impact Level 5 (I1-5) secure environment enabling 99.99% availability and uptime. Sustainment Driven by a service -oriented culture and supported by mature logistics best practices, clients can count on a consistent and reliable service experience. Our ITIL—certified service center is purpose built to support telemedicine. It operates 24/7/365 and is fully staffed with personnel who understand technical, clinical, and patient/parent complexities associated with sustaining and operating a robust telemedicine program. Clinical Adoption Iron Bow brings a vast cadre of clinical expertise to assist in developing and deploying telemedicine programs. These resources work with the client to ensure that all users are adequately trained and comfortable with specific clinical workflows and requirements incorporated within the solution. Program Iron Bow will assign a dedicated Program Manager significantly experienced with deploying and Management managing complex telemedicine solutions. Additionally, our program management methodologies Iron Bow Technologies, LLC Page 48 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 are an integrated set of repeatable processes that leverage industry best practices and serve as a framework to delivers high quality projects on time and within budget. Communications/ Iron Bow's comprehensive service capabilities encompass all facets of communications including: Marketing Copywriting and editorial support, branding and design, video production, live event planning/production, focus group planning, public service announcements, etc. Training Iron Bow offers various custom and pre -developed training options across multiple delivery methods and formats. We leverage an extensive digital library, a deep course curriculum, and flexible custom training approaches that range from onsite, live -instructor —led classes to self -guided webinars and prerecorded sessions with train -the -trainer, admin-level, and end -user content —all geared around delivering a thorough understanding of the newly deployed solution. Implementation After careful planning and thorough site surveys - Iron Bow engineering teams activate, integrate, provision, deploy and install the solution within the client's unique environment. 5. MS Teams and Cisco WebEx Integration Services Collaboration is essential for today's workers, but the flexibility to support the mission is vital. Whether working remotely, in the office, or in the field with dispersed teams, 24/7 connectivity is required to be effective, and the toolsets to accomplish it must work Figure 3. Iron Bow Enables Cisco -Microsoft together. For most agencies, this means Interoperability a combination of Cisco and Microsoft 0007 platforms. Iron Bow's Integration Solutions offer the best of both worlds. Working with Cisco, Iron Bow provides direct integration of Cisco enterprise I R O N B calling, video, and meeting capabilities W 3 00 P . �Owo oW � Es with Microsoft Teams (Figure 3). The solution solves the burden of the © 0 end users using multiple clients and platforms. Agencies can leverage Microsoft Teams as the desktop content and messaging platform to launch a call directly from Microsoft Teams using a Cisco calling infrastructure hosted in a FedRAMP or DoD IL5 Cloud, or on premises Communications Manager. Iron Bow solutions and services can also automate the integration and service provisioning through 0365/Teams, including Microsoft's Government Community Cloud (GCC) instances (Figure 4). Figure 4. Enterprise Calling & Meetings with An Agency's Corporate Messaging Platform Webex Teams 0 Microsoft ° Teams Enterprise Messaging Slack 0: •', Cisco Calling Webex Meetings Iron Bow Technologies, LLC Page 49 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Table 14 lists additional information about our MS Teams and Cisco WebEx integration. Table 14. MS Teams and Cisco WebEx Integration Additional Information Tested and Proven for Simplicity Solution is designed for enterprise class utilization leveraging Cisco Collaboration and Microsoft Graph APIs with automated provisioning to eliminate complex administration Extended Capabilities By leveraging Iron Bow's integration solutions, agencies can employ the best of both worlds. Microsoft for their desktop client, and Cisco infrastructure for Voice, Video & Meetings Ready for Use Iron Bow can demo, pilot, and deploy our solutions for customers within Cisco's UCM Cloud for Government, Hosted Collaboration Solutions for Defense (HCS-D) or on Premises Systems End -to -End Encryption FIPS 140-2 validated cryptography leveraging TLS 1.2 and AES-256 for secure communications. 6. Anything as a Service (XaaS) Enhanced User Experience Users only need to know and use one App, delivering a streamlined and efficient workflow Government -Approved Security Architecture based on FedRAMP and IL5 security requirements for Cisco and Microsoft Clouds* including JITC Certified Session Border Controllers Advanced Capabilities Solution Integration supports softphone and hardphone desk control, and mobile devices (iPhone and Android) Customizable Leveraging Iron Bow services, solution can be customized based on customer needs Anything as a service (XaaS) describes a general category of services related to cloud, computing, network, access, and IT systems. It recognizes the vast number of products, tools, and technologies now delivered to users as a service over the internet. Any IT function can be transformed into a service for enterprise consumption. The service is paid for in a flexible consumption model rather than as an upfront purchase or license. Because XaaS stands for "anything as a service," the list of examples is endless. Many kinds of IT resources or services are now delivered this way. Overall, there are three categories of cloud computing models: SaaS, PaaS, and IaaS. Outside these categories, there are other examples such as disaster recovery as a service (DRaaS), communications as a service (CaaS), network as a service (NaaS), database as a service (DBaaS), storage as a service (StaaS), DaaS, and monitoring as a service (Maas). Other emerging industry examples include marketing as a service and healthcare/telehealth as a service. IronCare is Iron Bow's comprehensive delivery framework that offers clients managed services and as -a -service solutions. Whether it's creative financing for equipment and infrastructure, or bundling equipment, software and supporting services into a single monthly expense, IronCare is a flexible financial approach designed to meet customer technical and fiscal requirements. IronCare is designed to free IT staff from managing commodity equipment or services so they can focus on delivering complex technical solutions and governance to meet their customer's expectations and requirements; IronCare takes on the execution and management of monotonous technical tasks, so you don't have to. IronCare also enables organizations to rapidly incorporate new technologies and architectures in an expedited fashion by in -sourcing Iron Bow Technologies, LLC Page 50 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 IronCare technical expertise to drive architectural change service evolution in a scalable and cost-efficient manner for a defined monthly recurring expense. 7.1.2.2 Nationwide Distribution [3.2(B)] B. Describe how supplier proposes to distribute the products/service nationwide. Include any states where products and services will not be offered under the Master Agreement, including U.S. Territories and Outlying Areas. Headquartered in Herndon, VA, Iron Bow maintains sales and engineering offices across the continental United States and the Pacific Rim and supports customers worldwide. Our strategic approach to distributing products and services in the Price List Crosswalk and Iron Bow Minimum Discounts by OEM in Section 5.3 includes long-standing agreements with numerous distribution partners, helping to ensure we can fulfill the requirements of participating Agencies under this Master Agreement. We leverage our distribution partners, such as Synnex, Ingram Micro, ScanSource, Tech Data, and the OEMs, to support product fulfillment requirements. Numerous options to secure constrained products ensure more timely delivery and can result in cost savings for Agencies by leveraging promotions offered by our partners. 7.1.2.3 Pricing Distribution and Verification [3.2(C)] C. Describe how Participating Agencies are ensured they will receive the Master Agreement pricing; include all distribution channels such as direct ordering, retail or in-store locations, through distributors, etc. Describe how Participating Agencies verify and audit pricing to ensure its compliance with the Master Agreement. Iron Bow has a number of resources responsible for validating, measuring, and monitoring customer cost. Our Account Team is supported by ISRs, Customer Service, and Order Management to ensure customer orders are placed in an accurate and timely manner and tracked through delivery. These teams handle communication with our OEM/distribution partners to take advantage of bulk purchase discounts, rebates, and handle all invoicing. Participating Agencies can verify they are receiving accurate contract pricing and have the flexibility to purchase according to actual need by using Iron Bow's quoting and order management process. The participating Agency will receive the best possible price, never exceeding the proposed contract price, using Iron Bow's core order management business system, which consists o£ • Oracle E-Business Suite (EBS) — Provides data on catalog, contract, project, order, supply chain, and financial management, and our quote tool, within one database. • Oracle iStore — Provides secure, web -based access to EBS functionality for authorized Agency personnel, including contract -specific catalog browsing. • Iron Bow Service Desk — Provides toll -free customer support and trouble ticketing. Agencies will receive an integrated data repository for all contract activity with Iron Bow's order management system. Our Account Team uses EBS for all quoting, ordering, tracking, and reporting activities. In addition, secure web portals can be opened to provide contract -limited customer access to iStore and the Iron Bow Service Desk, as required. All quotes and orders are captured in EBS and can be linked to Iron Bow. Therefore, all order and delivery tracking and all contract reporting are based on the full scope of all contract activities regardless of the originating source. Iron Bow Technologies, LLC Page 51 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 A key Iron Bow module is the Iron Bow quote tool, which is an internally customized and automated quoting system that enables easy, consistent, and secure creation and management of customer quotes across all agency interaction channels. Integrated into Iron Bow in 2013, the current evolution of the quote tool is built on the industry -proven Oracle EBS. Iron Bow account teams leverage this tool to generate product quotes for thousands of federal, state, local, and commercial customers annually. Contract information, such as approved catalog products, product compliance, and pricing, are loaded into the database and managed throughout the contract lifecycle. Iron Bow accepts all methods of payment. Other means of ordering include fax, email (with attachments in one of the prescribed formats), and paper copies (via U.S. mail or private courier), as well as electronic data interchange (EDI). Iron Bow will capture and incorporate all required information for order acceptance from all types of orders. 7.1.2.4 Processing, Handling, and Shipping [3.2(D)] D. Identify all other companies that will be involved in processing, handling or shipping the products/service to the end user. Products covered in the Price List Crosswalk and Iron Bow Minimum Discounts by OEM in Section 5.3 that require shipping will be drop -shipped directly from one of our OEMs or distribution facilities listed in both Section 5.1.2 and Section 7.1.2.5. Standard shipping will not be charged to the Agency unless it has unique delivery requirements (e.g., inside delivery). 7.1.2.5 Distribution Facilities [3.2(E)] E. Provide the number, size and location of Supplier's distribution facilities, warehouses and retail network as applicable. Iron Bow uses the following distribution partners as part of our business model: • Synnex: Distributes over 30,000 technology products from 300 of the world's leading and emerging manufacturers and provides complete solutions to more than 20,000 resellers and retail customers in the U.S., Canada, and Japan. Synnex has warehouses in Northern and Southern California, Texas, Mississippi, Illinois, Ohio, Virginia, and New Jersey. • Ingram Micro: Represents more than 1,700 suppliers/OEMs with nearly 200 logistics centers worldwide. In the U.S., major offices include Miami, FL; Annapolis Junction, MD; Williamsville, NY; Plainfield, IN; Scottsdale, AZ; and Irvine, CA. • ScanSource: Has headquarters in Greenville, SC, and 48 locations in North America, Latin America, and Europe. This includes 26 locations in North America alone. • ImmixGroup, Inc.: Has a partner ecosystem that includes more than 300 manufacturers and 1,200 solution partners. • Tech Data: One of the world's largest technology distributors. They help OEMs bring their products to market and offer a wide range of technical and business support services. • Polaris: A leading provider of logistics and related services whose prime vertical markets are in healthcare logistics, federal government project support, aerospace and defense, and retail and consumer logistics. • Sealing Technologies: A leader in cutting -edge research, products, engineering, and integration services in the Internet of Things (IoT), edge, machine learning, artificial intelligence (AI), and cloud industries. Iron Bow Technologies, LLC Page 52 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 7.1.3 Marketing and Sales [Attachment A, Exhibit A, 3.3] 7.1.3.1 Ninety -Day Plan 1 Master Agreement Go -To Market Strategy [3.3(A,B)]) 3.3 Marketing and Sales A. Provide a detailed ninety -day plan beginning from award date of the Master Agreement describing the strategy to immediately implement the Master Agreement as supplier's primary go to market strategy for Public Agencies to supplier's teams nationwide, to include, but not limited to: i. Executive leadership endorsement and sponsorship of the award as the public sector go -to -market strategy within first 10 days; ii. Training and education of Supplier's national sales force with participation from the Supplier's executive leadership, along with the OMNIA Partners team within first 90 days B. Provide a detailed ninety -day plan beginning from award date of the Master Agreement describing the strategy to market the Master Agreement to current Participating Public Agencies, existing Public Agency customers of Supplier, as well as to prospective Public Agencies nationwide immediately upon award, to include, but not limited to: i. Creation and distribution of a co -branded press release to trade publications; ii. Announcement, Master Agreement details and contact information published on the Supplier's website within first 90 days; iii. Design, publication and distribution of co -branded marketing materials within first 90 days; iv. Commitment to attendance and participation with OMNIA Partners at national (i.e. NIGP Annual Forum, NPI Conference, etc.), regional (i.e. Regional NIGP Chapter Meetings, Regional Cooperative Summits, etc.) and supplier -specific trade shows, conferences and meetings throughout the term of the Master Agreement; v. Commitment to attend, exhibit and participate at the NIGP Annual Forum in an area reserved by OMNIA Partners for partner suppliers. Booth space will be purchased and staffed by Supplier. In addition, Supplier commits to provide reasonable assistance to the overall promotion and marketing efforts for the NIGP Annual Forum, as directed by OMNIA Partners; vi. Design and publication of national and regional advertising in trade publications throughout the term of the Master Agreement; vii. Ongoing marketing and promotion of the Master Agreement throughout its term (case studies, collateral pieces, presentations, promotions, etc.); viii. Dedicated OMNIA Partners internet web -based homepage on Supplier's website with: OMNIA Partners standard logo, Copy of original Request for Proposal, Copy of Master Agreement and amendments between Principal Procurement Agency and Supplier, Summary of Products and pricing, Marketing Materials, Electronic link to OMNIA Partners' website including the online registration page, A dedicated toll -free number and email address for OMNIA Partners To educate our salesforce, Iron Bow has provided a detailed 90-day plan beginning from award date of the master agreement describing the strategy to immediately implement the master agreement as our primary go -to market strategy for Agencies to supplier's teams nationwide. Figure 5 shows a high-level overview of this plan, which we describe in the following sub- sections. Iron Bow Technologies, LLC Page 53 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Figure 5. High -Level Overview of Iron Bow's 90-Day Plan 90-DAY PLAN FIRST 10 DAYS Executive Buy -In • Pro -actively obtain leadership buy -in • Deliverconlractbriefingto leadership • WorkwithOMNIApartnersto ensure success of contract POST 90-DAYS Effective Collaborative Environment • Schedule semi-annual planning meetings • Address opportunities, joint marketing activities, any issues and challenges, and lessons learned • Ensure clear lines of communication among partners FIRST 30 DAYS Planning& Marketing Material Development • Develop Master Agreement Guide • Conduct SWOT Analysis • WorkwithOMNIApartners to distribute and go -to -market TRANSITION Dedicated Program Management • Work with OMNIA partners to create Chief Procurement Offers (CPOs) throughout U.S. • Provide continued education to all agency customers • Leverage existing VI DA contract to positively postition solutions and benefits of master agreement First 10 Days - Executive Buy -in FIRST 60 DAYS FIRST 90 DAYS Master Agreement Training Proactive Outbound & Education Communications • Provide training to all sales engineering & operations teams • Work with OMNIA partners to develop customized agenda • Extend training to SLED, Commercial B Healthcare args TRAINING Successful Training to Champion Agreement • Engage stakeholders to serve as intermediaries and champions • Create tools to ensure staff is aware of contracts available to them • Continue to evolve to best support growth and continued success • Work with OEM partners to create end-userevents • Promote & Engage using Iron Bow's significant social media presence • Communications Team to collaborate with OMNIA partners on messaging and branding efforts As part of our proposal development process, Iron Bow proactively obtains leadership's buy -in to pursue a contract of this type and size. The executive team welcomes the opportunity to market our tailored offering to the public sector through the OMNIA Master. Upon award, Iron Bow's Transition Tiger Team, which includes resources from Sales, Marketing, Partner Alliance, PMO, Engineering, and our Managed Services departments, will deliver a contract briefing to our executive leadership outlining the 30-, 60-, 90-Day Marketing Plan in addition to our concept of operations for managing a contract of this size and importance. The transition team will work hand -in -hand with OMNIA Partners and our OEM partners to ensure the success of the contract. First 30 Days - Planning and Marketing Material Development During the first 30 days, several planning activities occur concurrently and will all be managed by our Transition Tiger Team. Our PMO works with our Contracts and Legal Department to develop a Master Agreement Guide. The guide includes high-level, pertinent contract information for our end users. It includes sales and delivery point -of -contact information, and details of the contract parameters (i.e., period of performance, list of authorized users, and payment terms). The guide also includes ordering and invoicing instructions with a link to the product/service catalog. We will market the Master Agreement on Ironbow.com and social media outlets, posting relevant past performance and links to contract -specific usage and ordering guides and other custom - developed collateral to support the end -user community. Iron Bow Technologies, LLC Page 54 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Sales and Marketing collaborate to perform a strengths, weaknesses, opportunities, and threats (SWOT) analysis and competitor analysis to tailor our messaging to our target audience. We will work with OMNIA Partners to define and document a list of top public sector clients. This information is incorporated into our marketing and training materials. Our Marketing Team develops a press release in conjunction with OMNIA Partners. The press release is placed on our external corporate website and relevant trade publications. In addition, the team works with Sales, Engineering, and OMNIA Partners to develop, publish, and distribute co -branded marketing materials. These materials include items such as white papers, brochures, and postcards. Our Sales and Operations teams establish the mechanisms by which end users will place orders, receive status, and pay invoices. They support all our sales teams and customers to ensure information is timely, relevant, and consistent, and answer questions relating to their services. The teams also work with customers on RMA requests, missing information requests, and software licensing. First 60 Days - Master Agreement Training and Education To ensure our sales force and support teams understand the terms, conditions, value, strategy, and construct of the contract, Iron Bow prepares a training for Sales, Engineering, and Operations. The purpose of the training is to provide information on contract background, period of performance, authorized users, terms and conditions of use, scope of services, pricing construct, reporting requirements, EBS configuration, and any other topics of relevance to the roles leveraging it. We will work with OMNIA Partners to develop a customized agenda to provide training to our sales engineering, and operations teams. We extend this training to all account managers in our SLED, commercial, and healthcare organizations. We conduct both live (web) and self -paced training that is available to all new employees and business units. All contract training documents and links to the prerecorded trainings are contained on an internal SLED SharePoint site. First 90 Days - Proactive Outbound Communications Iron Bow takes a proactive, multiprong approach to marketing demand generation. Seventy percent of potential customers perform research online before reaching out to a sales representative. We will seek to work with our OEM partners on planning and hosting end -user facing events such as web -based and/or in -person technology briefings, executive roundtable discussions, webinars, solution -oriented public events, trade shows, and other state -run technology forums, conferences, and events. Iron Bow has a robust social media program that in the past year gained 14,800 engagements on Twitter, drove 1.8 million Twitter impressions, and 1.0 million LinkedIn impressions. We garnered over 9,000 page visits on Facebook, 7,000 engagements on Facebook, and 19,500 clicks via LinkedIn in support of partners and TechSource blog content. Iron Bow's TechSource is a blog about the issues facing the government and industry today and the technologies being adopted to help overcome them. Our contributors have created 41 pieces of original content on the blog (https:Hironbow.com/techsource/) year to date, which have received 72,500 visits. Iron Bow Technologies, LLC Page 55 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Our proactive public relations (PR) program will assist our sales force in building relationships with media outlets/reporters for OMNIA Partners education users. Our Communications Team will assist with development and publication of press releases, technical white papers, media pitching, and engagement around product/solution announcements. We will also increase Iron Bow's exposure by targeting top publications read by our customers. Finally, we will leverage any opportunity to increase participation in speaking opportunities, positioning our top SMEs to evangelize the solutions we can provide on the master agreement. We commit to ensuring this master agreement is properly positioned in the market and given ample opportunity to grow and succeed through a broad and diverse marketing program. We will consistently work with OMNIA Partners on refining content, messaging, advertising, and branding efforts to ensure we are in line with and/or exceeding expectations. Post - 90 Days To achieve an effective collaborative environment, Iron Bow's Account Manager schedules semi-annual planning meetings. These meetings will focus on pending opportunities, joint marketing activities, any issues being experienced by the team, and lessons learned. We will support subcontractor participation in all open discussions to ensure issues are raised early and resolved promptly. This approach ensures clear lines of communication among our partners and encourages process improvement. To support the OMNIA contract, our Partner Alliances group establishes and manages the relationships with strategic OEM Partners, enabling Iron Bow to resell their products and services and driving the tactical and long-term strategies based around them. Our large purchase volume drives our relationships with our OEM supplier partners, and we are in a strong position to deliver products before other vendors can do so, even in the event of industry wide supply constraints. In addition to the executive sponsors listed in our proposal, Account Manager Cliff Golden will be dedicated to the Cobb County OMNIA contract. We also have dedicated regional account managers to work with other OMNIA Partner agencies. The account manager will be the dedicated point of contact for the life of individual contracts and purchase orders. Once an Agency joins the contract, this account manager will assist with the procurement and management of services and equipment in a cost-effective manner, working with individual Agencies to analyze and recommend specific configurations and solutions. They will work proactively with OMNIA and their Director of Partner Development to drive all aspects of sales, marketing, contracting, training, operations, and support. Our sales staff has developed working relationships with agencies in their respective regions, and as part of the education and training process, we inform them they do not have to release competitive solicitations to purchase services and equipment but can buy directly via the OMNIA contract. The Iron Bow Marketing Department will work with OMNIA Partners to create the materials/programs to publicize the master agreement to the appropriate end users. Current marketing strategies include radio and print advertising, joint telemarketing campaigns, marketing via local area sports franchises, and the development and distribution of customized sales collateral. We currently use direct mailers, seminars, and webinars to promote the latest Iron Bow Technologies, LLC Page 56 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 technology to our clients. Direct mailers can be sent to Agencies that showcase available products and benefits of the master agreement. We can also issue the mailers as products are refreshed or added to the master agreement. The Marketing Department holds regular seminars and webinars on the newest and most popular technologies we provide. Public Agencies will be able to take full advantage of these marketing services. Training See Section 7.1.7 for our sales training approach. 7.1.4 Transition Plan [3.3(C)] C. Describe how Supplier will transition any existing Public Agency customers' accounts to the Master Agreement available nationally through OMNIA Partners. Include a list of current cooperative contracts (regional and national) Supplier holds and describe how the Master Agreement will be positioned among the other cooperative agreements. Iron Bow will work hand -in -hand with our dedicated program managers at OMNIA Partners to create a list of Chief Procurement Officers (CPOs) at all major accounts throughout the United States. We will then begin scheduling meetings with the CPOs to ensure they know about our master agreement and understand the advantages such a contract brings to them. Our nationally oriented account management teams will then continue educating all our Agency customers on the benefits of this new contract. Iron Bow currently holds several cooperative contracts, including Montgomery College, IT Infrastructure Products, Software and Services, plus two OMNIA contracts in Region 4 Education Service Center (ESC) Cyber Security Solutions and Associated Products & Services and Region 4 ESC Technology Solutions, Products, and Services. Iron Bow believes that the addition of this Cobb County OMNIA contract will fill out our desired portfolio of SLED contract vehicles and allow us to continue attracting new customers to not only Iron Bow but this Cobb County contract in particular. The scope of products and services included within it ensures that Iron Bow has the tools we need to properly promote, position, and ultimately attract new customers to use this contract. As we have with other contract awards, we intend to promote this contract through press releases and via our SLED page on our website. We will also be developing focus campaigns, marketing collateral, and outreach programs to help promote this contract. We will also ensure that we educate our existing customers as to the benefits of this contract over others that they may be using and work with them to transition over to it should the desire and fit be determined. We will ensure that this contract is properly represented in our materials and discussions at trade shows and conferences we attend. Iron Bow, through its several decades of doing business, has successfully promoted, onboarded, and/or transitioned customers onto new contract vehicles in both the federal and SLED spaces and will continue these efforts for this vehicle as well. We also hold a contract with VITA whereby we provide DaaS to all its participating agencies in the Commonwealth of Virginia. The End User Services, Computing Devices, and Hardware contract involves delivery and servicing of nearly 60,000 devices across 86 agencies throughout the state. This contract involved a very heavy transition over from a previous contract of not only end users but also systems, inventory, facilities, people, software packages, processes, etc. Iron Bow successfully completed this transition and was commended by VITA executive staff for the efficiency and accuracy of our execution and delivery without impacting end users. Iron Bow Technologies, LLC Page 57 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 In addition to the aforementioned methods, we also will work with our strategic manufacturers to ensure that our salesforce is sharing and educating theirs on the merits of this contract vehicle and how it can benefit the partnership between Iron Bow and each respective manufacturer in their pursuit of selling into the SLED space. As with all of our contract vehicles, we will continually assess our pipeline of activity and ensure we are properly positioning and promoting this Cobb County OMNIA contract to optimize its exposure. 7.1.5 Iron Bow Logo [3.3(D)] D. Acknowledge Supplier agrees to provide its logo(s) to OMNIA Partners and agrees to provide permission for reproduction of such logo in marketing communications and promotions. Acknowledge that use of OMNIA Partners logo will require permission for reproduction, as well. Iron Bow will provide our logo and permission for reproduction to OMNIA Partners for marketing communications and promotions. A request for the material along with file requirements can be sent to our Account Team at any time post -award. The team will provide OMNIA Partners with any organizational marketing material requested. Iron Bow advertises current clients who request to be advertised on our webpage, www.ironbow.com. With permission, we would be happy to advertise the OMNIA Partners logo on this site. We acknowledge that permission is required to use the OMNIA Partners logo in promotional and marketing material. 7.1.6 Proactive Direct Sales [3.3(E)] E. Confirm Supplier will be proactive in direct sales of Supplier's goods and services to Public Agencies nationwide and the timely follow up to leads established by OMNIA Partners. All sales materials are to use the OMNIA Partners logo. At a minimum, the Supplier's sales initiatives should communicate: i. Master Agreement was competitively solicited and publicly awarded by a Principal Procurement Agency ii. Best government pricing iii. No cost to participate iv. Non-exclusive Iron Bow leverages a variety of traditional and digital outreach tactics to engage agencies using effective messages, materials, and channels to use the master agreement for solution sales. External outreach to the agencies includes digital outreach, public relations activities, and content creation and distribution. Digital outreach blends website development and enhancement, social media engagement, online advertising, and OMNIA Partners publications. All outreach programs Iron Bow uses for this Master Agreement will display the OMNIA Partners logo. Advantages will be communicated to Public Agencies nationwide and will include, at a minimum, that the master agreement is: • Solicited and publicly awarded by a Principal Procurement Agency • Offers best pricing to Public Agencies • Free to participate • Non-exclusive Additional details on our overall Marketing Plan appear in Section 7.1.3.1. Iron Bow Technologies, LLC Page 58 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 7.1.7 Sales Training [3.3(F)] F. Confirm Supplier will train its national sales force on the Master Agreement. At a minimum, sales training should include: i. Key features of Master Agreement ii. Working knowledge of the solicitation process iii. Awareness of the range of Public Agencies that can utilize the Master Agreement through OMNIA Partners iv. Knowledge of benefits of the use of cooperative contracts Successfully training internal audiences requires engaging stakeholders to serve as intermediaries and champions, promoting the changes through internal communication channels and outreach products, and delivering timely training. Iron Bow creates the tools needed to ensure staff is aware of the contracts available to them, comfortable using them, and capable of promoting them to others. To ensure proper promotion of the master agreement, Iron Bow trains our national sales force in several ways. Some examples of training methods are outlined in Table 15. Table 15. Examples of Iron Bow Training Methods Training .- Description Master Agreement We will provide OMNIA Partners' Master Agreement literature, including key features Literature and benefits, that can be distributed to Agencies and the national salesforce. Lunch and Learn We hold regular lunch -and -learn briefings to provide information to the sales team that includes the solicitation process, new contract features, and technology trainings. Contracts One -on -One Our Contracts Team members often lead sessions directly with new employees and interested account managers in a one-on-one setting to discuss the range of Agencies that can use the master agreement. OMNIA Partners Working in conjunction with OMNIA Partners, we set up live and self -paced training sessions available to SLED, commercial, and healthcare teams to discuss how to market the contract to customers, who can use it, and features and benefits to Agencies. Weekly Sales Meeting We hold weekly sales meetings via Webex to discuss issues, progress, and contract status. Contracts Guide We develop a Contract Guide for our national salesforce available on our internal Sales intranet. 7.1.8 Key Resource Contact Information [3.3(G)] G. Provide the name, title, email and phone number for the person(s), who will be responsible for: i. Executive Support, ii. Marketing, iii. Sales, iv. Sales Support, v. Financial Reporting, vi. Accounts Payable, vii. Contracts Key resources and their contact information are provided in Table 16. Iron Bow Technologies, LLC Page 59 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Table 16. Key Resource Contact Information Executive Support Bill Saltenberger, Commercial General Manager Bill. Saltenberger cDironbow.com (703) 279-3060 Marketing Sarah Kim, Director, Marketing Sarah. Kim aaironbow.com (703) 420-8743 Sales Cliff Golden, Account Manager Cliff. Gold ena.ironbow. com (703) 462-6406 Sales Support Kressa Stewart, Inside Sales Representative Kressa.Stewart(@ironbow.com (703) 293-6782 Financial Reporting James Mockus, Senior Manager, Business Operations James. Mockus(a.ironbow.com (240) 487-1432 Accounts Payable Stephanie Hudson, Accounts Payable Manager Stephanie.Hudson cDironbow.com (703)293-2346 Contracts Jodie Vaughn, Senior Contracts Manager Jodie.Vauahn a( ..ironbow.com (703)674-5283 7.1.9 Iron Bow National Sales Team [3.3(H)] H. Describe in detail how Supplier's national sales force is structured, including contact information for the highest -level executive in charge of the sales team. Account Team OMNIA Partners will have a dedicated Account Team that includes an Account Manager, ISR, and CSE. The team will provide the core program support for the Agency. It will be supported by Iron Bow's technology consultants to provide technical solutions for the Agency. Figure 6 provides further detail on the SLED sales team, contact information for key resources can be found in Section 7.1.8. Additional information on the background and experience of the proposed key resources can be found in Section 3.2. Iron Bow Technologies, LLC Page 60 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Figure 6. SLED/Commercial Sales Team Bill Saltenberger I General ManaWper Outside Sales Inside Sales Engineering BD/Capture SLED Strategy Project Mgmt Services Elliott Kim Bids & Praasals JonId Christina I Director -SLED Sales Inside Sales Manaaer I EnglneerinaManaaer Preip IManaiters ChiefStratePist SLEDProiectManarer PrptramResources Account Executive pkcc.contMI Ewecutves Engineering Support MS Inside Sales Rep I Pre -Sales Engineer Director— C,rher Secuftr SLED Capture Manager SLED BD Manager Sr. Cast & Pricing Mgr I SalesStrategrPrincipal WPrManagers Our engineering teams have been strategically grouped to provide pre -sales, deployment, managed services, and SME support to our sales team and customers nationwide. Advanced Technology Consultant Group: Providing subject matter expertise in their fields, these engineers are responsible for continuously identifying technology trends and adding the appropriate portfolio of products to support our competencies. The group includes 11 SMEs, 4 of whom are Cisco Certified Internetwork Experts (CCIE), some holding dual CCIE certifications. Of note: Mr. Greg Stemberger, a previous triple CCIE, is our Chief Technology Officer; Mr. Brian Musgrove is responsible for our Hosted Collaboration Solutions, including Cisco Unified Communications Manager (UCM) Cloud; Mr. Kevin Finch leads our Cyber- Security practice; Mr. Dan Klanderman leads Video and Healthcare solutions; and Mr. Brandon Lockhart manages Data Analytics and Risk Management Framework (RMF) solutions. Iron Bow Technologies, LLC Page 61 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document October 13, 2022 Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Solutions Architecture Group: This group leads design and architecture activities for our clients. Members are senior -level experts in their fields and are brought in to solve the most complex technology challenges. The group is managed by a dual CCIE (Data Center and Collaboration) and team leads who align with our core competencies, including AV, Wireless, Collaboration, Security, Next Generation Networking, and Data Center. The team is comprised of 13 engineers, 5 of whom hold either dual or triple CCIE certifications in Voice, Route/Switch, Collaboration, Security, and/or Data Center. Technical Assistance Group (TAG): Our TAG is responsible for assisting our sales teams with configuring everyday run -rate quotes. The team is made up of three engineers who all have strong Cisco backgrounds. Consulting Sales Engineers: Aligned with each of our business units (Healthcare, SLED/Commercial, Department of Defense [DoD], and Civilian), our CSEs are part of a 1:1 or 1:2 CSE-to-Account Manager team ratio. The CSE is responsible for all pre -sales activities, including initial customer meetings, identifying potential solutions, bill of materials (BOM) development, scope of work development, and management of transitional responsibilities when handing projects over to a delivery team. Five CSEs directly support the Commercial/SLED team. Engagement (Delivery) Engineering Team: The team represents the talent responsible for implementation, configuration, and training for our customers. It includes 14 engineers and one manager. Cloud and Managed Services Team: Located in our CSC in Chantilly, VA, this team is responsible for product management, including product development and daily operations of our managed service center and portfolio of offerings. Our CSC staff is composed of more than 120 Tiers 1-3 Help Desk engineers who manage our Telehealth, Cloud and Managed Services, and Warranty Services offerings. Nearly all these individuals have some level of Cisco certification, such as Cisco Certified Network Associate (CCNA) and Cisco Certified Network Professional (CCNP). Management Structure Iron Bow's executive, account, and key engineering leadership teams, outlined in Figure 7, provide the vision and expertise required to consistently deliver leading IT solutions and services that help customers excel in their missions. We use simple, well-defined interfaces to facilitate interaction throughout the organization, focusing on clear lines of communication and control. Iron Bow Technologies, LLC Page 62 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Figure 7. Iron Bow Leadership Team Rene LaVigne President &CEO 1{� 1 Marc Mercilliott II Chief Operating Officer �( Richard Hartman �i�{ Debbie Yassine Dan Muse VP & General llf VP Human Chief Financial Counsel Resources Officer } Darryl Korynta 1 VP Professional Services 0. Rory Job Rob Rols ky Chief Information VP Program Services Officer Colleen Nicoll Director, Talent Acquisition Cindy Hamilton VP capture Y Sean 1 Robertson Sarah Kim Sr. VP Sales Chief Marketing Officer Bill Salt`nberger 11 Elliott Williams Greg Stemberger General Manager VP Partner Alliance Chief Technology SLED Officer (CTO) Cliff Golden OMNIA - Cobb County Account Manager With the depth and breadth of requisite experience, our Executive Leadership Team provides strategic oversight in their areas of focus: • President and Chief Executive Officer (CEO) Rene LaVigne is responsible for driving Iron Bow's strategic initiatives to align with the dynamic technology landscape and customer requirements, while also creating a top workplace culture for our employees. His forward -thinking and motivation are behind the Iron Bow "customer first" culture that keeps us at the forefront of the IT industry. • With more than 25 years of experience at leading IT solutions providers, Chief Operating Officer (COO) Marc Mercilliott is a versatile technology leader with expertise in large-scale IT operations and technology services. He designs and implements business strategies, sets comprehensive goals for performance and growth, oversees daily operations of the company, and evaluates performance by analyzing and interpreting data and metrics. • Chief Technology Officer (CTO) Greg Stemberger is a highly experienced Network Architect and CCIE with more than 15 years of progressive experience designing/ troubleshooting both large scale enterprise and service provider networks. As Chief Technology Officer for Iron Bow, he oversees the organization's technological needs as well as the company's research and development efforts in order to help align investments and reach customer objectives. • Our Vice President of Professional Services, Darryl Korynta, is responsible for Iron Bow's Customer Assurance Program, which focuses on engineering and program management to effectively meet our customers' requirements. Iron Bow Technologies, LLC Page 63 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 • Our Chief Financial Officer (CFO), Dan Muse, performs effective risk management and plans and oversees our financial strategy. The CFO is a critical function, ensuring cash flow is appropriate for operational expenses. He also supervises all finance personnel in the execution of their duties and manages vendor relationships. Iron Bow's other organizational units —Sales, Finance, Professional Services, Contracts, and Human Resources (HR)—will provide critical resources to ensure COOP for our OMNIA Partners project team. 7.1.10 National Program Implementation and Expansion [3.3(1)] I. Explain in detail how the sales teams will work with the OMNIA Partners team to implement, grow and service the national program. Upon contract award, the Iron Bow Marketing Department will work with OMNIA Partners to create the materials/programs to publicize the Master Agreement to the appropriate end users. Existing marketing strategies include radio and print advertising, joint telemarketing campaigns, marketing via local area sports franchises, and development and distribution of customized sales collateral. We currently use techniques such as direct mailers, seminars, and webinars to promote the latest technology to our clients. Direct mailers can be sent to Public Agencies that showcase available products and benefits of the Master Agreement. We can also issue the mailers as products are refreshed or added to the Master Agreement. The Marketing Department holds regular seminars and webinars on the newest and most popular technologies we provide. Public Agencies will be able to take full advantage of these marketing services. Additional details on our social media reach, PR program, training, and positioning can be found in Section 7.1.3.1. Iron Bow is committed to cooperative purchase contracts. We ensure all our SLED, commercial, and healthcare sales teams are aware of the contracts, understand the marketing that supports them, where to continue pushing them, and provide them the necessary training and continuing education to be successful. In addition, we continually work with our sales teams to develop stronger marketing strategies in the markets where they work based on their direct experiences and street -level understanding of what is important to their customer bases, whether that is customized collateral development to help their own sales, branding and marketing strategies, or broader campaign development that leverages landing pages, white papers, lead generation sources, etc. Iron Bow continually assesses and reviews our own Search Engine Optimization (SEO), Social Media Optimization (SMO), and Search Engine Marketing (SEM) strategies to further promote our brand, capabilities, contracts, and overall expertise. This has shown great benefit to not only our own brand but those of our partners. This is an overarching corporate strategy and will continue to evolve to best support our growth and continued success in the addressable markets where OMNIA Partners' contracts are utilized. Iron Bow Technologies, LLC Page 64 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 7.1.11 National Program Management [3.3(1)] I. Explain in detail how Supplier will manage the overall national program throughout the term of the Master Agreement, including ongoing coordination of marketing and sales efforts, timely new Participating Public Agency account setup, timely contract administration, etc. Iron Bow currently supports several major federal procurement vehicles that serve the same purpose as the OMNIA contract and are structured in a similar manner. Using these contracts enables ordering agencies to receive the best possible pricing even for smaller orders that normally would not carry deep discounts. The purpose and structure of these vehicles is identical to the goals and structure of the OMNIA contract, and Iron Bow will provide OMNIA Partners with strong support to grow the use of the contract across the nation. Recently, Iron Bow was awarded the Region 4 ESC Cyber Security Solutions contract. Although Iron Bow has held the contract just over 90 days, we have developed a Master Agreement Guide, performed a SWOT and competitor analysis, and developed and published a press release. We also set up a robust marketing campaign, provided training to the Iron Bow team, and have sold over $2 million in products and services. Iron Bow's GWAC, IDIQ, and BPA contracts are listed in Table 17. Table 1. Iron Bow GWAC and IDIQ Contracts Name NumberContract Contract -OPTy pe Revenue •p Date Region 4 ESC/OMNIA Cyber Security R200802 10/01/2020 — IDIQ $10M 09/30/2023 U.S. Army Information Technology W91QUZ-07-D-0010 2/09/2007— IDIQ $2.1B Enterprise Solutions — 2 Hardware 07/23/2016 (ITES-2H) U.S. Army ITES-3H W52PU-16-D-0014 2/22/2016 — IDIQ 02/21 /2021 U.S. Army ITES-3 Services (ITES-3S) W52PU-18-D-A061 9/25/2018 — IDIQ $2.41M 9/24/2027 NIH CIO -CS HHSN316201500058W 5/01/2015— GWAC $31AM 05/30/2025 NASA SEWP IV NNG07DA39B/NNG07DA39B 5/01/2007 — GWAC $620.01M 04/30/2015 NASA SEWP V NNG15SC41 B 5/01/2015 — GWAC $223.1 M 04/30/2025 General Services Administration GS-35F-0251V 2/24/2009 — GWAC $239.7M (GSA) IT Schedule 70 02/23/2029 U.S. Air Force Network -Centric FA873-13-D-0017 11/06/2013 — IDIQ $593.61M Solutions (NETCENTS) 2 11/5/2019 DOS VTC 19AQMM18DO035 4/10/2018 — IDIQ $22AM 04/15/2023 VA Clinical Enterprise VA119-15-A-0131 9/30/2015 — BPA $593.1 M Videoconferencing Network (CEVN) 09/29/2020 Iron Bow Technologies, LLC Page 65 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Federal Bureau of Investigation (FBI) Information Technology Acquisition Program (ITAP) FAA SAVES Hardware FAA SAVES VTC DJ F-15-1200-V-001531 692M 15-19-D-00015 692M15-18-D-00004 Huntington Ingalls Incorporated (HII) 4600003109 Newport News Shipyard (NNS) End - User Device Support NIH GSA BPA HHSN263200900348B Smithsonian BPA 16-BPA-410-0000350497 Social Security Administration (SSA) SS00-14-40023 GSA BPA 7.1.12 Iron Bow Public Agency Sales [3.3(J)] 1 /23/2015 — 01 /22/2020 8/1 /2019 — 07/31 /2024 2/21 /2018 — 2/20/2023 12/9/2015 — 12/8/2020 9/29/2009 — 1 /31 /2020 6/6/2016 — 6/5/2020 9/29/2014 — 3/28/2020 IDIQ $437AM IDIQ $2.2M IDIQ $4.8M IDIQ $48AM BPA $232K BPA $8.9M BPA $12.3M J. State the amount of Supplier's Public Agency sales for the previous fiscal year. Provide a list of Supplier's top 10 Public Agency customers, the total purchases for each for the previous fiscal year along with a key contact for each. Iron Bow has worked with public sector clients for many years. Such education clients include Johns Hopkins University, The Catholic University of America, George Mason University, Georgetown University, University of Maryland Medical System, Carmel School District, Miami -Trace High School, Frederick Community College, and University of Colorado. In terms of local government entities, Iron Bow has worked with Fairfax County, VA; Plant City, FL; City of Winchester, VA; City of Tampa, FL; the Orange County, CA, Comptroller's Office; North Carolina departments of Information Technology, Revenue, and Health and Human Services; and West Virginia Office of Technology. Table 18 is a list of Iron Bow's top 10 Public Agency customers, along with the total purchases for each for Fiscal Year 2022. Table 2. Public Agency Sales Virginia Information Technologies Agency (VITA) Fairfax County Government, VA University of Maryland Medical System Maryland Judiciary Administrative Office of Court Virginia Alcoholic Beverage Control Authority The School Board of Hernando County, FL $31,224,360.09 Available upon request $6,173,978.00 Tanesha Sherrod, Procurement & A/P Manager, Tanehha.Sherrodna.fairfaxcountv.aov, 703-324-4012, $3,501,725.03 John Pazdersky, Buyer, 443-462-3428, ioazderskvaumm.edu $1,134,435.50 Karen Hoang, Procurement Officer, Karen. Hoanciamdcourts.Qov, 410-260-1582 $763,151.61 Sheri Newman, sheri.newman(a.viroiniaabc.com, 804- 213-4427 $484,679.65 Jill Renihan, Director of Safe Schools, renihan i(@hcsb.k12.f1.us, 352 797-7233 Iron Bow Technologies, LLC Page 66 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Public Agency Customer Total Purchases for FY22 Key Contact Universal Service Administrative $454,771.64 Susana lannino, Senior Procurement Specialist, Company (USAC) Susana.lannino @usac.oro, 202-414 2729 State Of North Carolina $412,165.21 Stephanie Yoder, NCDIT, stephanie.yoder@nc.gov, 919-754-6298 Colorado Department of Corrections $355,385.05 Erica Crofford, Purchasing Agent III, erica . croffo rd Ca) state. co . u s. 719-269-4106 Panama City Housing Authority, FL $247,742.90 Loretta Jenkins, Accounts Payable, lienkins@panamacityhousing.org, 850-769-5278, ext. 10 7.1.13 Information Systems Capabilities [3.3(K)] K. Describe Supplier's information systems capabilities and limitations regarding order management through receipt of payment, including description of multiple platforms that may be used for any of these functions. The Iron Bow Order Management System is a complete product provisioning solution emphasizing the unique support requirements inherent in product procurement contracts. The system has achieved those goals over the last 10 years. We continually re-evaluate its capabilities, efficiencies, and system accuracy, considering technology improvements that may enhance our existing support features. Iron Bow Quote Tool A key Iron Bow module is our quote tool, which is an automated quoting system that enables easy, consistent, and secure creation and management of customer quotes across all customer interaction channels. The quote tool is an internally customized quoting application. Integrated into Iron Bow in 2013, the current iteration of the tool is built on the industry -proven Oracle EBS platform. Iron Bow account teams leverage this tool to generate product quotes for thousands of federal, state, local, and commercial customers annually. Contract information, such as approved catalog products, product compliance, and pricing, is loaded into the database and managed throughout the contract lifecycle. The Iron Bow Account Team will use the quote tool to support Agencies. The team will provide solution development, configuration generation or validation, and quotes as requested. The team can be reached by phone or email. Contact information will be provided to the Agency upon award. eCommerce 1 Shopping Cart Capabilities Iron Bow's eCommerce capabilities are based on the Oracle iStore platform. iStore is an electronic commerce application that enables us to build, manage, and personalize powerful, global, and scalable Internet storefronts. Iron Bow has seamlessly integrated iStore with Oracle's Enterprise Resource Planning (ERP) applications to create powerful Internet store sites for selling products and services in a secure and personalized environment. Our iStore supports both business -to -business (B2B) and business -to -consumer (B2C) selling models. We currently support multiple federal customers with unique storefronts built on the iStore platform. Order Placement Oracle EBS serves as the primary mechanism for placing and entering orders. Iron Bow accepts all forms of purchase orders. Other means of ordering include fax, email (with attachments in Iron Bow Technologies, LLC Page 67 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 one of the prescribed formats), and paper copies (via U.S. mail or private courier), as well as EDI capabilities. We will capture and incorporate all required information for order acceptance from all types of orders. Order Tracking Iron Bow has implemented iSupport and Install -Base as additional modules within our EBS instance to provide a web -based interface where our Account Team or authorized customer buyers have access to tracking numbers and delivery status. Order tracking from receipt to final delivery is captured by Iron Bow via secure connections to our vendors, OEMs, and logistics partners, and added to the database. All order tracking information is made available to the purchasing Agency and our Account Team. Agencies will be able to access up-to-date information on the status of all orders by either contacting the team or via the customer portals. Credit Card Orders See Section 5.2.1 for details. Order Modifications Should the need arise for order modifications or delivery change requests, Iron Bow will follow our International Organization for Standardization (ISO) —certified change management process that is based on Program Management Institute (PMI) Program Management Body of Knowledge (PMBOK) best practices. This process focuses on controlling changes to the baseline order to ensure order delivery success and provides all parties with a recorded trail of changes made to the baseline order or delivery schedule. Once we propose change, we review it and assess its impact on the current order status. We then align the proposed change with delivery objectives, validated it and either approve or reject, and communicate the change to all affected stakeholders. Adjustments reflecting the changes are then made to the order. Order Invoicing Once equipment has been delivered and accepted at the customer site, invoices will be exported from the system in accordance with contract terms and submitted to the Agency for payment. Iron Bow accepts all methods of payment. Credit card fees incurred are not directly passed on to customers. 7.1.14 Guaranteed Contract Sales [3.3(L); Attachment A, Exhibit B] L. Provide the Contract Sales (as defined in Section 10 of the OMNIA Partners Administration Agreement) that Supplier will guarantee each year under the Master Agreement for the initial three years of the Master Agreement ("Guaranteed Contract Sales"). $ .00 in year one $ .00 in year two $ .00 in year three To the extent Supplier guarantees minimum Contract Sales, the administration fee shall be calculated based on the greater of the actual Contract Sales and the Guaranteed Contract Sales. Iron Bow will pay a 3 percent Administration Fee based on the actual contract sales as outlined in the Administration Fee, Reporting & Payment section of Exhibit B, Administration Agreement. Iron Bow does not guarantee contract sales. Iron Bow Technologies, LLC Page 68 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 7.1.15 Responding to Formal Solicitations [3.3(M)] M. Even though it is anticipated many Public Agencies will be able to utilize the Master Agreement without further formal solicitation, there may be circumstances where Public Agencies will issue their own solicitations. The following options are available when responding to a solicitation for Products covered under the Master Agreement. i. Respond with Master Agreement pricing (Contract Sales reported to OMNIA Partners). ii. If competitive conditions require pricing lower than the standard Master Agreement not -to -exceed pricing, Supplier may respond with lower pricing through the Master Agreement. If Supplier is awarded the contract, the sales are reported as Contract Sales to OMNIA Partners under the Master Agreement. iii. Respond with pricing higher than Master Agreement only in the unlikely event that the Public Agency refuses to utilize Master Agreement (Contract Sales are not reported to OMNIA Partners). iv. If alternative or multiple proposals are permitted, respond with pricing higher than Master Agreement, and include Master Agreement as the alternate or additional proposal. Detail Supplier's strategies under these options when responding to a solicitation. In cases where a Public Agency releases its solicitation without using the Master Agreement, Iron Bow will reach out to the issuing/procurement office and notify them we hold the OMNIA Technology Solutions contract and educate them on the benefits of such a contract. We will provide marketing collateral regarding the contract's terms and conditions and respond to the solicitation pricing, including for those products covered in the Price List Crosswalk and Iron Bow Minimum Discounts by OEM in Section 5.3, if authorized/approved by the Public Agency. In this situation, contract sales would be reported by our program office to OMNIA Partners. If we face competitive conditions requiring pricing lower than what we have as the standard not -to -exceed pricing for those products listed in the Price List Crosswalk and Iron Bow Minimum Discounts by OEM in Section 5.3, Iron Bow will respond with lower pricing. We will report such sales as contract sales to OMNIA Partners under the terms of the Master Agreement. If the Public Agency refuses to use the Price List Crosswalk and Iron Bow Minimum Discounts by OEM in Section 5.3, Iron Bow will respond with pricing higher than the agreement. In these situations, the contract sales will not be reported to OMNIA Partners. If alternative or multiple proposals are permitted, we will respond with pricing higher than our Price List Crosswalk and Iron Bow Minimum Discounts by OEM in Section 5.3 and include the agreement as the alternative or additional proposal with lower pricing. 7.1.16 Additional Information 7.1.16.1 Emergency Order Response With staging and integration expertise, access to product inventories, and priority relationships with all commercial shippers, Iron Bow can meet any emergency order with virtually no impact on our standard operating procedures (SOPS). Every supplier has experience with and an understanding of priority status for large and/or emergency orders. Because Iron Bow holds more than 15 IDIQs, GWACs, and BPAs, we already have an organization to receive and process orders, including expedited emergency orders. Iron Bow is dedicated to providing high -quality products to participating agencies in a timely manner. We fully leverage our ISO 9001:2015 approved internal systems and processes to manage our business. These systems and processes support customer contract management requirements, ensuring consistent and reliable results. We also coordinate with our OEM partners to ensure 100 percent compliance with all expedited delivery order requirements. Iron Bow Technologies, LLC Page 69 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 Iron Bow has a sales, engineering, and operations staff who will be dedicated resources for the Cobb County Technology Solutions contract. If needed, Iron Bow management will redirect internal resources (sales, operations, order processing, and partner services staff) to ensure priority/emergency orders are given immediate attention and processed with urgency. 7.1.16.2 On -Time Delivery Rate/Standard Delivery Timelines Iron Bow has SOPS to ensure orders are shipped and received as expected. Our database retains complete shipping records of each order. Tracking information (delivery method by carrier, tracking number, ship date, and estimated time of arrival [ETA]) is available to the Agency 24/7. 7.1.16.3 Return/Restocking Policy Under Iron Bow policy, return/restock fees may apply depending on the product and whether it is sourced directly from the OEM or a distribution partner. We will clearly identify whether any return/restock fees apply when quoting. 7.1.16.4 Service and Warranty Capabilities Iron Bow's support services are founded on ITIL best practices and are available 24/7/365. Iron Bow offers Tiers 1-3 remote help desk support from our Help Desk Depot. Participating Agencies can purchase Tiers 1-3 or just Tiers 2-3 support in conjunction with the service. We will help the Participating Agency's support organization diagnose and resolve technical problems related to the performance of our services that originate with Agency infrastructure or MPLS networks. 7.1.16.5 Fulfillment Process Iron Bow's order processing and operations staff oversee cradle -to -grave order management, including order acknowledgement, order review and quality assurance (QA), purchasing, invoicing, and contributing to the Monthly Activity Report. This group is further responsible for ensuring all information regarding the order will achieve accurate reporting; confirming an automatic tax exemption, where applicable, for all purchases under this contract; purchasing from OEMs and distributors; providing shipping/tracking information to the Agency; processing invoices; and preparing return merchandise authorizations (RMAs). Iron Bow uses a series of tools to automate as much of the order management process as possible; this includes the ServiceNow IT Service Management (ITSM) tool, a user-friendly solution that provides flexible portal capabilities based on customer needs, including ticket tracking, robust dashboards (for trends analyses and to group like tickets), and reporting capabilities, as well as asset and service management modules. Through continuous analysis of tickets and trends support, we can proactively identify issues and corrective measures before users are impacted. The design of the portal will provide easy access to a wide range of supporting information (i.e., technical literature and training options/materials) without cluttering the screen or interfering with basic purchasing functionality. We use ServiceNow wherever possible to provide the Agency transparency in the ordering process. Iron Bow Technologies, LLC Page 70 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 7.1.16.6 Purchasing Process Iron Bow can have the portal in place and ready to accept delivery orders and purchase card orders within 21 calendar days of contract award. Orders will be accepted via EDI using the American National Standard Institute (ANSI) X 12 standard or by fax, web portal email, or telephone. Part of the responsibilities of the order processing/operations staff is to review all orders received. They also ensure the unique account number for each customer is accurate and tag each item unavailable due to back order, end -of -life (EOL), or end -of -service (EOS), and provide an availability date. We cover the pricing distribution and verification process in Section 7.1.2.3 and processing, shipping, and handling in Section 7.1.2.4. 7.1.16.7 Invoicing Process Once equipment has been delivered and accepted at the customer site, invoices will be exported from the system in accordance with contract terms and submitted to the Participating Agency for payment. Iron Bow accepts all methods of payment. Credit card fees incurred are not directly passed on to customers. 7.1.16.8 Website Capabilities and Functionality Iron Bow will provide OMNIA Partners secure access to a web portal within 21 calendar days after contract award through our Iron Bow Service Portal, which can support purchasing and help desk functions. This full -service system manages and tracks all orders. Agencies can directly contact an Iron Bow ISR to place and execute orders. Our flexibility enables our ordering interface to accommodate any key data elements that must be tracked. The system ensures that when agencies make purchases from the website, the website does not retain credit card information. The purchaser must re-enter this data with each purchase. Our secure, web -based Service Portal can be used by Iron Bow and the Agency to initiate and track orders, review delivery and installation activities, manage incident and trouble tickets, and access customized reports. Iron Bow can provide the following support for the OMNIA Partners Master Agreement via our website: • Display all contract line items, a subset of items, or any other items related to full product solutions • Show special promotions and/or promotional pricing • Provide EOL/EOS reporting • Show fax, TTY, and toll -free phone numbers, and customer service email address • Provide Contracting Officer (CO) and Representative (COR) names and phone numbers • Provide contract information (e.g., contract number, scope) • Offer access to training materials (e.g., user guides, manuals, FAQs) and the Ordering Guide • If required, there will be an administrative area accessible only to OMNIA Partners and designated contract administrators that will provide details on webpage hits, purchase histories and data, software licenses, meeting minutes, contract reports, and any other contractual data required by OMNIA Partners Iron Bow Technologies, LLC Page 71 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 The portal can also provide the current status of the service tickets requested (open, dispatched, service technician en route, delivered). From the portal, the Agency can have direct access to the support documentation area of OEM web pages specifically for the proposed products. OMNIA Partners can define roles and level of access to the portal for help desk users. In addition, the Service Portal can manage hardware and software obsolescence, which includes a process to notify the Agency when any item nears EOL/EOS. It can track pending replacement components/devices that will be proposed by the sales engineering teams that mitigate the impact on standard solution configurations and/or the OEM list of products. When new products are added to the catalog, OEM maintenance dates are loaded to track renewal and expiration of support under the subscription. This method is also useful for tracking and managing EOL/EOS notifications. Our OEM partners, in concert with our Partner Alliance Team, are responsible for notifying the PMO when a product on the catalog has been announced as going EOL. 7.1.16.9 Safety Record The personal safety and health of each employee is of primary importance to Iron Bow. Our policy is to maintain a safe and healthy work environment at all times, and to comply with Occupational Safety and Health Administration (OSHA) regulations and state and local safety requirements. Prevention of work -related injuries and illnesses is treated as a priority by management and employees and is given precedence in all operational matters. Iron Bow does not knowingly allow unsafe conditions to exist or permit employees to participate in unsafe activities. 7.2 OMNIA Partners Administration Agreement [5.8(b)] b. The successful Supplier will be required to sign Attachment A, Exhibit B, OMNIA Partners Administration Agreement, Suppliers shall have any reviews required to sign the document prior to submitting a response. Supplier's response shall include any proposed exceptions to the OMNIA Partners Administration Agreement. Iron Bow understands that Attachment A, Exhibit B, OMNIA Partners Administration Agreement must be signed prior to contract award. We have reviewed and do not have any exceptions to the OMNIA Partners Administration Agreement. In addition, we provide completed Exhibit A, Exhibit F, and Exhibit G forms as separate files with our proposal. Iron Bow Technologies, LLC Page 72 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document CONTRACTOR AFFIDAVIT & AGREEMENT (EXHIBIT A) This affidavit „rust be signed, notarized and submitted with airy bid requiring the performance of physical services. If the affidavit is not submitted at the time of the bid, the bid will be determined non -responsive and will be disqualified. By executing this affidavit, the undersigned contractor verifies compliance with O.C.G.A. §13-10-91, stating affirmatively that the individual, firm or corporation which is contracting with Cobb County, Georgia, has registered with, is authorized to use, and is participating in a federal work authorization program (an electronic verification of work authorization program operated by the U.S. Department of Homeland Security or any equivalent federal work authorization program operated by the U.S. Department of Homeland Security to verify information of newly faired employees, pursuant to the Immigration Reform and Control Act of 1986 (IRCA)). The undersigned contractor further attests that it will continue to use the federal Employment Eligibility Verification (EEV) work authorization program throughout the contract period. The undersigned further agrees that should it employ or contract with any subcontractor(s) or should its subcontractor(s) employ other subcontractor(s) for the physical performance of services pursuant to the contract with Cobb County, Georgia, the contractor or subcontractor will; (1) Notify the County within five business days of entering into a contract or agreement for hire with any subcontractor(s); (2) Secure from any subcontractor(s) and/or their subcontractor(s) verification of compliance with O.C. G.A. § 13-10-91 on the attached Subcontractor Affidavit (EXHIBIT A-1) prior to the commencement of any work under the contract/agreement; (3) Secure from any subcontractor(s) and/or their subcontractor(s) a completed Immigration Compliance Certification (EXHIBIT A-2) prior to the commencement of any work under the contract/agreement; (4) Provide the subcontractor(s) with legal notice that Cobb County, Georgia, reserves the right to dismiss, or require the dismissal of, any contractor or subcontractor for failing to provide the affidavit and/or for failure to comply with the requirements referenced in the affidavit; (5) Maintain records of such compliance and provide a copy of each such verification to Cobb County, Georgia, at the time the subcontractor(s) is retained to perform such services or upon any request from Cobb County, Georgia; and (6) Maintain such records for a period of five (5) years. 1773455 EEV (E-Verify) Program Number !/4cillL BY: Au horize'd Officer or Agent [Contractor Name] Myron Shandruk Director, Contracts Printed Name SWORN AND SUBSCRIBED BEFORE ME ON TTTIS T y DAY OFSe� y , 2 22 01/06/2022 EEV Program Date of Authorization Iron Bow Technoloaies. LLC Contractor Business Name Date Notat'y public remission Expires: Wo 1,- _30, DDO.3 Effective 09-20-2013 25 30 Sep 2022 SAHAA MAS-rOURA SANIE-HABIS NOTARY Pi1BLIC REG ISTRATION.# 7005420 COMMONWEALTH OF VIRGINIA MY COMM. SSION PIRE5 0 i1 : !J Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 We provide our completed Exhibit F in the following pages. Iron Bow Technologies, LLC Page 75 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Exhibit F Federal Funds Certifications FEDERAL CERTIFICATIONS ADDENDUM FOR AGREEMENT FUNDED BY U.S. FEDERAL GRANT TO WHOM IT MAY CONCERN: Participating Agencies may elect to use federal funds to purchase under the Master Agreement. This form should be completed and returned. DEFINITIONS Contract means a legal instrument by which a non —Federal entity purchases property or services needed to carry out the project or program under a Federal award. The term as used in this part does not include a legal instrument, even if the non —Federal entity considers it a contract, when the substance of the transaction meets the definition of a Federal award or subaward Contractor means an entity that receives a contract as defined in Contract. Cooperative agreement means a legal instrument of financial assistance between a Federal awarding agency or pass -through entity and a non —Federal entity that, consistent with 31 U.S.C. 6302-6305: (a) Is used to enter into a relationship the principal purpose of which is to transfer anything of value from the Federal awarding agency or pass -through entity to the non —Federal entity to carry out a public purpose authorized by a law of the United States (see 31 U.S.C. 6101(3)); and not to acquire property or services for the Federal government or pass -through entity's direct benefit or use; (b) Is distinguished from a grant in that it provides for substantial involvement between the Federal awarding agency or pass -through entity and the non —Federal entity in carrying out the activity contemplated by the Federal award. (c) The term does not include: (1) A cooperative research and development agreement as defined in 15 U.S.C. 3710a; or (2) An agreement that provides only: (i) Direct United States Government cash assistance to an individual; (ii) A subsidy; (iii) A loan; (iv) A loan guarantee; or (v) Insurance. Federal awarding agency means the Federal agency that provides a Federal award directly to a non —Federal entity Federal award has the meaning, depending on the context, in either paragraph (a) or (b) of this section: (a)(1) The Federal financial assistance that a non —Federal entity receives directly from a Federal awarding agency or indirectly from a pass -through entity, as described in § 200.101 Applicability; or (2) The cost -reimbursement contract under the Federal Acquisition Regulations that a non —Federal entity receives directly from a Federal awarding agency or indirectly from a pass -through entity, as described in § 200.101 Applicability. (b) The instrument setting forth the terms and conditions. The instrument is the grant agreement, cooperative agreement, other agreement for assistance covered in paragraph (b) of § 200.40 Federal financial assistance, or the cost -reimbursement contract awarded under the Federal Acquisition Regulations. (c) Federal award does not include other contracts that a Federal agency uses to buy goods or services from a contractor or a contract to operate Federal government owned, contractor operated facilities (GOCOs). (d) See also definitions of Federal financial assistance, grant agreement, and cooperative agreement. Non —Federal entity means a state, local government, Indian tribe, institution of higher education (IHE), or nonprofit organization that carries out a Federal award as a recipient or subrecipient. Version August 19, 2022 Nonprofit organization means any corporation, trust, association, cooperative, or other organization, not including IHEs, that: (a) Is operated primarily for scientific, educational, service, charitable, or similar purposes in the public interest; (b) Is not organized primarily for profit; and (c) Uses net proceeds to maintain, improve, or expand the operations of the organization. Obligations means, when used in connection with a non —Federal entity's utilization of funds under a Federal award, orders placed for property and services, contracts and subawards made, and similar transactions during a given period that require payment by the non —Federal entity during the same or a future period. Pass -through entity means a non —Federal entity that provides a subaward to a subrecipient to carry out part of a Federal program. Recipient means a non —Federal entity that receives a Federal award directly from a Federal awarding agency to carry out an activity under a Federal program. The term recipient does not include subrecipients. Simplified acquisition threshold means the dollar amount below which a non —Federal entity may purchase property or services using small purchase methods. Non —Federal entities adopt small purchase procedures in order to expedite the purchase of items costing less than the simplified acquisition threshold. The simplified acquisition threshold is set by the Federal Acquisition Regulation at 48 CFR Subpart 2.1 (Definitions) and in accordance with 41 U.S.C. 1908. As of the publication of this part, the simplified acquisition threshold is $250,000, but this threshold is periodically adjusted for inflation. (Also see definition of § 200.67 Micro -purchase.) Subaward means an award provided by a pass -through entity to a subrecipient for the subrecipient to carry out part of a Federal award received by the pass -through entity. It does not include payments to a contractor or payments to an individual that is a beneficiary of a Federal program. A subaward may be provided through any form of legal agreement, including an agreement that the pass -through entity considers a contract. Subrecipient means a non —Federal entity that receives a subaward from a pass -through entity to carry out part of a Federal program; but does not include an individual that is a beneficiary of such program. A subrecipient may also be a recipient of other Federal awards directly from a Federal awarding agency. Termination means the ending of a Federal award, in whole or in part at any time prior to the planned end of period of performance. The following provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Per FAR 52.204-24 and FAR 52.204-25, solicitations and resultant contracts shall contain the following provisions. 52.204-24 Representation Regarding Certain Telecommunications and Video Surveillance Services or Equipment (Oct 2020) The Offeror shall not complete the representation at paragraph (d)(1) of this provision if the Offeror has represented that it "does not provide covered telecommunications equipment or services as a part of its offered products or services to the Government in the performance of any contract, subcontract, or other contractual instrument" in paragraph (c)(1) in the provision at 52.204-26, Covered Telecommunications Equipment or Services —Representation, or in paragraph (v)(2)(i) of the provision at 52.212-3, Offeror Representations and Certifications -Commercial Items. The Offeror shall not complete the representation in paragraph (d)(2) of this provision if the Offeror has represented that it "does not use covered telecommunications equipment or services, or any equipment, system, or service that uses covered telecommunications equipment or services" in paragraph (c)(2) of the provision at 52.204-26, or in paragraph (v)(2)(ii) of the provision at 52.212-3. (a) Definitions. As used in this provision— Backhaul, covered telecommunications equipment or services, critical technology, interconnection arrangements, reasonable inquiry, roaming, and substantial or essential component have the meanings provided in the clause 52.204-25, Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment. Version August 19, 2022 (b) Prohibition. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. Nothing in the prohibition shall be construed to— (i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third -party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract or extending or renewing a contract with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. Nothing in the prohibition shall be construed to— (i) Prohibit the head of an executive agency from procuring with an entity to provide a service that connects to the facilities of a third -party, such as backhaul, roaming, or interconnection arrangements; or (ii) Cover telecommunications equipment that cannot route or redirect user data traffic or cannot permit visibility into any user data or packets that such equipment transmits or otherwise handles. (c) Procedures. The Offeror shall review the list of excluded parties in the System for Award Management (SAM) (https://www.sam.gov) for entities excluded from receiving federal awards for "covered telecommunications equipment or services". (d) Representation. The Offeror represents that— (1) It o will, m will not provide covered telecommunications equipment or services to the Government in the performance of any contract, subcontract or other contractual instrument resulting from this solicitation. The Offeror shall provide the additional disclosure information required at paragraph (e)(1) of this section if the Offeror responds "will' in paragraph (d)(1) of this section; and (2) After conducting a reasonable inquiry, for purposes of this representation, the Offeror represents that — It o does, ci does not use covered telecommunications equipment or services, or use any equipment, system, or service that uses covered telecommunications equipment or services. The Offeror shall provide the additional disclosure information required at paragraph (e)(2) of this section if the Offeror responds "does" in paragraph (d)(2) of this section. (e) Disclosures. (1) Disclosure for the representation in paragraph (d)(1) of this provision. If the Offeror has responded "will' in the representation in paragraph (d)(1) of this provision, the Offeror shall provide the following information as part of the offer. (i) For covered equipment — (A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the original equipment manufacturer (OEM) or a distributor, if known); (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. (ii) For covered services — (A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or (B) If not associated with maintenance, the Product Service Code (PSC) of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(1) of this provision. (2) Disclosure for the representation in paragraph (d)(2) of this provision. If the Offeror has responded "does" in the representation in paragraph (d)(2) of this provision, the Offeror shall provide the following information as part of the offer: (i) For covered equipment — (A) The entity that produced the covered telecommunications equipment (include entity name, unique entity identifier, CAGE code, and whether the entity was the OEM or a distributor, if known); Version August 19, 2022 (B) A description of all covered telecommunications equipment offered (include brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); and (C) Explanation of the proposed use of covered telecommunications equipment and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision. (ii) For covered services — (A) If the service is related to item maintenance: A description of all covered telecommunications services offered (include on the item being maintained: Brand; model number, such as OEM number, manufacturer part number, or wholesaler number; and item description, as applicable); or (B) If not associated with maintenance, the PSC of the service being provided; and explanation of the proposed use of covered telecommunications services and any factors relevant to determining if such use would be permissible under the prohibition in paragraph (b)(2) of this provision. 52.204-25 Prohibition on Contracting for Certain Telecommunications and Video Surveillance Services or Equipment (Aug 2020). (a) Definitions. As used in this clause— Backhaul means intermediate links between the core network, or backbone network, and the small subnetworks at the edge of the network (e.g., connecting cell phones/towers to the core telephone network). Backhaul can be wireless (e.g., microwave) or wired (e.g., fiber optic, coaxial cable, Ethernet). Covered foreign country means The People's Republic of China. Covered telecommunications equipment or services means— (1) Telecommunications equipment produced by Huawei Technologies Company or ZTE Corporation (or any subsidiary or affiliate of such entities); (2) For the purpose of public safety, security of Government facilities, physical security surveillance of critical infrastructure, and other national security purposes, video surveillance and telecommunications equipment produced by Hytera Communications Corporation, Hangzhou Hikvision Digital Technology Company, or Dahua Technology Company (or any subsidiary or affiliate of such entities); (3) Telecommunications or video surveillance services provided by such entities or using such equipment; or (4) Telecommunications or video surveillance equipment or services produced or provided by an entity that the Secretary of Defense, in consultation with the Director of National Intelligence or the Director of the Federal Bureau of Investigation, reasonably believes to be an entity owned or controlled by, or otherwise connected to, the government of a covered foreign country. Critical technology means— (1) Defense articles or defense services included on the United States Munitions List set forth in the International Traffic in Arms Regulations under subchapter M of chapter I of title 22, Code of Federal Regulations; (2) Items included on the Commerce Control List set forth in Supplement No. 1 to part 774 of the Export Administration Regulations under subchapter C of chapter VII of title 15, Code of Federal Regulations, and controlled- (i) Pursuant to multilateral regimes, including for reasons relating to national security, chemical and biological weapons proliferation, nuclear nonproliferation, or missile technology; or (ii) For reasons relating to regional stability or surreptitious listening; (3) Specially designed and prepared nuclear equipment, parts and components, materials, software, and technology covered by part 810 of title 10, Code of Federal Regulations (relating to assistance to foreign atomic energy activities); (4) Nuclear facilities, equipment, and material covered by part 110 of title 10, Code of Federal Regulations (relating to export and import of nuclear equipment and material); (5) Select agents and toxins covered by part 331 of title 7, Code of Federal Regulations, part 121 of title 9 of such Code, or part 73 of title 42 of such Code; or (6) Emerging and foundational technologies controlled pursuant to section 1758 of the Export Control Reform Act of 2018 (50 U.S.C. 4817). Interconnection arrangements means arrangements governing the physical connection of two or more networks to allow the use of another's network to hand off traffic where it is ultimately delivered (e.g., connection of a customer of telephone provider A to a customer of telephone company B) or sharing data and other information resources. Reasonable inquiry means an inquiry designed to uncover any information in the entity's possession about the identity of the producer or provider of covered telecommunications equipment or services used by the entity that excludes the need to include an internal or third -party audit. Version August 19, 2022 Roaming means cellular communications services (e.g., voice, video, data) received from a visited network when unable to connect to the facilities of the home network either because signal coverage is too weak or because traffic is too high. Substantial or essential component means any component necessary for the proper function or performance of a piece of equipment, system, or service. (b) Prohibition. (1) Section 889(a)(1)(A) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115-232) prohibits the head of an executive agency on or after August 13, 2019, from procuring or obtaining, or extending or renewing a contract to procure or obtain, any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system. The Contractor is prohibited from providing to the Government any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. (2) Section 889(a)(1)(B) of the John S. McCain National Defense Authorization Act for Fiscal Year 2019 (Pub. L. 115- 232) prohibits the head of an executive agency on or after August 13, 2020, from entering into a contract, or extending or renewing a contract, with an entity that uses any equipment, system, or service that uses covered telecommunications equipment or services as a substantial or essential component of any system, or as critical technology as part of any system, unless an exception at paragraph (c) of this clause applies or the covered telecommunication equipment or services are covered by a waiver described in FAR 4.2104. This prohibition applies to the use of covered telecommunications equipment or services, regardless of whether that use is in performance of work under a Federal contract. (c) Exceptions. This clause does not prohibit contractors from providing— (1) A service that connects to the facilities of a third -party, such as backhaul, roaming, or interconnection arrangements; or (2) Telecommunications equipment that cannot route or redirect user data traffic or permit visibility into any user data or packets that such equipment transmits or otherwise handles. (d) Reporting requirement. (1) In the event the Contractor identifies covered telecommunications equipment or services used as a substantial or essential component of any system, or as critical technology as part of any system, during contract performance, or the Contractor is notified of such by a subcontractor at any tier or by any other source, the Contractor shall report the information in paragraph (d)(2) of this clause to the Contracting Officer, unless elsewhere in this contract are established procedures for reporting the information; in the case of the Department of Defense, the Contractor shall report to the website at httos://dibnet.dod.mil. For indefinite delivery contracts, the Contractor shall report to the Contracting Officer for the indefinite delivery contract and the Contracting Officer(s) for any affected order or, in the case of the Department of Defense, identify both the indefinite delivery contract and any affected orders in the report provided at httos://dibnet.dod.mil. (2) The Contractor shall report the following information pursuant to paragraph (d)(1) of this clause (i) Within one business day from the date of such identification or notification: the contract number; the order number(s), if applicable; supplier name; supplier unique entity identifier (if known); supplier Commercial and Government Entity (CAGE) code (if known); brand; model number (original equipment manufacturer number, manufacturer part number, or wholesaler number); item description; and any readily available information about mitigation actions undertaken or recommended. (ii) Within 10 business days of submitting the information in paragraph (d)(2)(i) of this clause: any further available information about mitigation actions undertaken or recommended. In addition, the Contractor shall describe the efforts it undertook to prevent use or submission of covered telecommunications equipment or services, and any additional efforts that will be incorporated to prevent future use or submission of covered telecommunications equipment or services. (e) Subcontracts. The Contractor shall insert the substance of this clause, including this paragraph (e) and excluding paragraph (b)(2), in all subcontracts and other contractual instruments, including subcontracts for the acquisition of commercial items. The following certifications and provisions may be required and apply when Participating Agency expends federal funds for any purchase resulting from this procurement process. Pursuant to 2 C.F.R. § 200.326, all contracts, including small purchases, awarded by the Participating Agency and the Participating Agency's subcontractors shall contain the procurement provisions of Version August 19, 2022 Appendix II to Part 200, as applicable. APPENDIX II TO 2 CFR PART 200 (A) Contracts for more than the simplified acquisition threshold currently set at $250,000, which is the inflation adjusted amount determined by the Civilian Agency Acquisition Council and the Defense Acquisition Regulations Council (Councils) as authorized by 41 U.S.C. 1908, must address administrative, contractual, or legal remedies in instances where contractors violate or breach contract terms, and provide for such sanctions and penalties as appropriate. Pursuant to Federal Rule (A) above, when a Participating Agency expends federal funds, the Participating Agency reserves all rights and privileges under the applicable laws and regulations with respect to this procurement in the event of breach of contract by either party. �— Does offeror agree? YES w �' Initials of Authorized Representative of offeror (B) Termination for cause and for convenience by the grantee or subgrantee including the manner by which it will be effected and the basis for settlement. (All contracts in excess of $10,000) Pursuant to Federal Rule (B) above, when a Participating Agency expends federal funds, the Participating Agency reserves the right to immediately terminate any agreement in excess of $10,000 resulting from this procurement process in the event of a breach or default of the agreement by Offeror as detailed in the terms of the contract. � Does offeror agree? YES W 1l��a r, VQ.Y dte Initials of Authorized Representative of offeror (C) Equal Employment Opportunity. Except as otherwise provided under 41 CFR Part 60, all contracts that meet the definition of "federally assisted construction contract' in 41 CFR Part 60-1.3 must include the equal opportunity clause provided under 41 CFR 60-1.4(b), in accordance with Executive Order 11246, "Equal Employment Opportunity" (30 CFR 12319, 12935, 3 CFR Part, 1964-1965 Comp., p. 339), as amended by Executive Order 11375, "Amending Executive Order 11246 Relating to Equal Employment Opportunity," and implementing regulations at 41 CFR part 60, "Office of Federal Contract Compliance Programs, Equal Employment Opportunity, Department of Labor." Pursuant to Federal Rule (C) above, when a Participating Agency expends federal funds on any federally assisted construction contract, the equal opportunity clause is incorporated by reference herein. Does offeror agree to abide by the above? YES 1,b�n. LM � v& ritials of Authorized Representative of offeror (D) Davis -Bacon Act, as amended (40 U.S.C. 3141-3148). When required by Federal program legislation, all prime construction contracts in excess of $2,000 awarded by non -Federal entities must include a provision for compliance with the Davis -Bacon Act (40 U.S.C. 3141-3144, and 3146-3148) as supplemented by Department of Labor regulations (29 CFR Part 5, "Labor Standards Provisions Applicable to Contracts Covering Federally Financed and Assisted Construction"). In accordance with the statute, contractors must be required to pay wages to laborers and mechanics at a rate not less than the prevailing wages specified in a wage determination made by the Secretary of Labor. In addition, contractors must be required to pay wages not less than once a week. The non -Federal entity must place a copy of the current prevailing wage determination issued by the Department of Labor in each solicitation. The decision to award a contract or subcontract must be conditioned upon the acceptance of the wage determination. The non - Federal entity must report all suspected or reported violations to the Federal awarding agency. The contracts must also include a provision for compliance with the Copeland "Anti -Kickback" Act (40 U.S.C. 3145), as supplemented by Department of Labor regulations (29 CFR Part 3, "Contractors and Subcontractors on Public Building or Public Work Financed in Whole or in Part by Loans or Grants from the United States"). The Act provides that each contractor or subrecipient must be prohibited from inducing, by any means, any person employed in the construction, completion, or repair of public work, to give up any part of the compensation to which he or she is otherwise entitled. The non -Federal entity must report all suspected or reported violations to the Federal awarding agency. Pursuant to Federal Rule (D) above, when a Participating Agency expends federal funds during the term of an award for all contracts and subgrants for v construction or repair, offeror will be in compliance with all applicable Davis -Bacon Act provisions. �'t/ Does offeror agree? YES &�� telte Initials of Authorized Representative of offeror Version August 19, 2022 (E) Contract Work Hours and Safety Standards Act (40 U.S.C. 3701-3708). Where applicable, all contracts awarded by the non -Federal entity in excess of $100,000 that involve the employment of mechanics or laborers must include a provision for compliance with 40 U.S.C. 3702 and 3704, as supplemented by Department of Labor regulations (29 CFR Part 5). Under 40 U.S.C. 3702 of the Act, each contractor must be required to compute the wages of every mechanic and laborer on the basis of a standard work week of 40 hours. Work in excess of the standard work week is permissible provided that the worker is compensated at a rate of not less than one and a half times the basic rate of pay for all hours worked in excess of 40 hours in the work week. The requirements of 40 U.S.C. 3704 are applicable to construction work and provide that no laborer or mechanic must be required to work in surroundings or under working conditions which are unsanitary, hazardous or dangerous. These requirements do not apply to the purchases of supplies or materials or articles ordinarily available on the open market, or contracts for transportation or transmission of intelligence. Pursuant to Federal Rule (E) above, when a Participating Agency expends federal funds, offeror certifies that offeror will be in compliance with all applicable provisions of the Contract Work Hours and Safety Standards Act during the term of an award for all contracts by Participating Agency resulting from this (procurement process. Does offeror agree? YES A L�I.a T, UP.i Ae, Initials of Authorized Representative of offeror (F) Rights to Inventions Made Under a Contract or Agreement.. If the Federal award meets the definition of "funding agreement" under 37 CFR §401.2 (a) and the recipient or subrecipient wishes to enter into a contract with a small business firm or nonprofit organization regarding the substitution of parties, assignment or performance of experimental, developmental, or research work under that "funding agreement," the recipient or subrecipient must comply with the requirements of 37 CFR Part 401, "Rights to Inventions Made by Nonprofit Organizations and Small Business Firms Under Government Grants, Contracts and Cooperative Agreements," and any implementing regulations issued by the awarding agency. Pursuant to Federal Rule (F) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror agrees to comply with all applicable requirements � ss as referenced in Federal Rule (F) above. �'l/ Does offeror agree? YES �, v� Initials of Authorized Representative of offeror (G) Clean Air Act (42 U.S.C. 7401-7671q.) and the Federal Water Pollution Control Act (33 U.S.C. 1251-1387), as amended —Contracts and subgrants of amounts in excess of $150,000 must contain a provision that requires the non - Federal award to agree to comply with all applicable standards, orders or regulations issued pursuant to the Clean Air Act (42 U.S.C. 7401-7671q) and the Federal Water Pollution Control Act as amended (33 U.S.C. 1251- 1387). Violations must be reported to the Federal awarding agency and the Regional Office of the Environmental Protection Agency (EPA) Pursuant to Federal Rule (G) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency member resulting from this procurement process, the offeror agrees to comply with all applicable requirements as referenced in Federal Rule (G) above. Does offeror agree? YES W &a n, l)uW&e Initials of Authorized Representative of offeror (H) Debarment and Suspension (Executive Orders 12549 and 12689)—A contract award (see 2 CFR 180.220) must not be made to parties listed on the government wide exclusions in the System for Award Management (SAM), in accordance with the Executive Office of the President Office of Management and Budget (OMB) guidelines at 2 CFR 180 that implement Executive Orders 12549 (3 CFR part 1986 Comp., p. 189) and 12689 (3 CFR part 1989 Comp., p. 235), "Debarment and Suspension." SAM Exclusions contains the names of parties debarred, suspended, or otherwise excluded by agencies, as well as parties declared ineligible under statutory or regulatory authority other than Executive Order 12549. Pursuant to Federal Rule (H) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that neither it nor its principals is presently debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any federal department or agency. If at any time during the term of an award the offeror or its principals becomes debarred, suspended, proposed for debarment, declared ineligible, or voluntarily excluded from participation by any Version August 19, 2022 federal department or agency, thee— notify offeror will the Participating Agency. W Does offeror agree? YES LMa n t. VP Wte Initials of Authorized Representative of offeror (1) Byrd Anti -Lobbying Amendment (31 U.S.C. 1352)—Contractors that apply or bid for an award exceeding $100,000 must file the required certification. Each tier certifies to the tier above that it will not and has not used Federal appropriated funds to pay any person or organization for influencing or attempting to influence an officer or employee of any agency, a member of Congress, officer or employee of Congress, or an employee of a member of Congress in connection with obtaining any Federal contract, grant or any other award covered by 31 U.S.C. 1352. Each tier must also disclose any lobbying with non -Federal funds that takes place in connection with obtaining any Federal award. Such disclosures are forwarded from tier to tier up to the non -Federal award. Pursuant to Federal Rule (1) above, when federal funds are expended by Participating Agency, the offeror certifies that during the term and after the awarded term of an award for all contracts by Participating Agency resulting from this procurement process, the offeror certifies that it is in compliance with all applicable provisions of the Byrd Anti -Lobbying Amendment (31 U.S.C. 1352). The undersigned further certifies that: (1) No Federal appropriated funds have been paid or will be paid for on behalf of the undersigned, to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with the awarding of a Federal contract, the making of a Federal grant, the making of a Federal loan, the entering into a cooperative agreement, and the extension, continuation, renewal, amendment, or modification of a Federal contract, grant, loan, or cooperative agreement. (2) If any funds other than Federal appropriated funds have been paid or will be paid to any person for influencing or attempting to influence an officer or employee of any agency, a Member of Congress, an officer or employee of congress, or an employee of a Member of Congress in connection with this Federal grant or cooperative agreement, the undersigned shall complete and submit Standard Form-LLL, "Disclosure Form to Report Lobbying", in accordance with its instructions. (3) The undersigned shall require that the language of this certification be included in the award documents for all covered sub -awards exceeding $100,000 in Federal funds at all appropriate tiers and that all subrecipients shall certify and disclose accordingly. I— (� Does offeror agree? YES �/ Lt&Cn, 6telte Initials of Authorized Representative of offeror RECORD RETENTION REQUIREMENTS FOR CONTRACTS INVOLVING FEDERAL FUNDS When federal funds are expended by Participating Agency for any contract resulting from this procurement process, offeror certifies that it will comply with the record retention requirements detailed in 2 CFR § 200.333. The offeror further certifies that offeror will retain all records as required by 2 CFR § 200.333 for a period of three years after grantees or subgrantees submit final expenditure reports orquarterlyor annual financial reports, as applicable, and all other pending matters are closed. � Does offeror agree? YES t LMam 6uWte' Initials of Authorized Representative of offeror CERTIFICATION OF COMPLIANCE WITH THE ENERGY POLICY AND CONSERVATION ACT When Participating Agency expends federal funds for any contract resulting from this procurement process, offeror certifies that it will comply with the mandatory standards and policies relating to energy efficiency which are contained in the state energy conservation plan issued in compliance -with the Energy( olicy and Conservation Act (42 U.S.C. 6321 et seq.; 49 C.F.R. Part 18). Does offeror agree? YES Initials of Authorized Representative of offeror CERTIFICATION OF COMPLIANCE WITH BUY AMERICA PROVISIONS To the extent purchases are made with Federal Highway Administration, Federal Railroad Administration, or Federal Transit Administration funds, offeror certifies that its products comply with all applicable provisions of the Buy America Act and agrees to provide such certification or applicable waiver with respect to specific products to any Participating Agency upon request. Purchases made in accordance with the Buy America Act must still follow the applicable procurement rules calling for free and open competition. Does offeror agree? YES It/ LMayb vtelte Initials of Authorized Representative of offeror Version August 19, 2022 CERTIFICATION OF COMPLIANCE WITH BUY AMERICAN PROVISIONS Unless Supplier is exempt (See FAR 25.103), when authorized by statute or explicitly indicated by Participating Public Agency, Buy American requirements will apply where only unmanufactured construction material mined or produced in the United States shall be used (see Subpart 25.6 — American Recovery and Reinvestment Act -Buy American statute for additional details). CERTIFICATION OF ACCESS TO RECORDS — 2 C.F.R. § 200.336 Offeror agrees that the Inspector General of the Agency or any of their duly authorized representatives shall have access to any documents, papers, or other records of offeror that are pertinent to offeror's discharge of its obligations under the Contract for the purpose of making audits, examinations, excerpts, and transcriptions. The right also includes timely and reasonable access to offeror's personnel for the purpose of interview and discussion relating to such documents. W (.Q.QI.0 Does offeror agree? YES Oyu U&e&,4f Initials of Authorized Representative of offeror CERTIFICATION OF APPLICABILITY TO SUBCONTRACTORS Offeror agrees that all contracts it awards pursuant to the Contract shall be bound by the foregoing terms and conditions. UQ Does offeror agree? YES Q.m. ,►1}&&' Initials of Authorized Representative of offeror Offeror agrees to comply with all federal, state, and local laws, rules, regulations and ordinances, as applicable. It is further acknowledged that offeror certifies compliance with all provisions, laws, acts, regulations, etc. as specifically noted above. Offeror's Name: Iron Bow Technologies, LLC Address, City, State, and Zip Code: 2121 Cooperative Way, Suite 500 Herndon, VA 20171 Phone Number: (703) 279-3000 Fax Number: (703) 793-0662 Printed Name and Title of Authorized Representative: William Bentley / Associate Corporate Counsel Email Address: William.Bentley@ironbow.com Signature of Authorized Representative: Version August 19, 2022 W I&Aam &&tbt Date: 09/28/2022 Cobb County Purchasing Department Technology Product Solutions and Related Services Sealed Bid # 23-6692 We provide our completed Exhibit G in the following pages. Iron Bow Technologies, LLC Page 76 October 13, 2022 Use or disclosure of data contained on this sheet is subject to the restriction on the title page of this document Exhibit G New Jersey Business Compliance NEW JERSEY BUSINESS COMPLIANCE Suppliers intending to do business in the State of New Jersey must comply with policies and procedures required under New Jersey statues. All offerors submitting proposals must complete the following forms specific to the State of New Jersey. Completed forms should be submitted with the offeror's response to the RFP. Failure to complete the New Jersey packet will impact OMNIA Partners' ability to promote the Master Agreement in the State of New Jersey. DOC #1 Ownership Disclosure Form DOC #2 Non -Collusion Affidavit DOC #3 Affirmative Action Affidavit DOC #4 Political Contribution Disclosure Form DOC #5 Stockholder Disclosure Certification DOC #6 Certification of Non -Involvement in Prohibited Activities in Iran DOC #7 New Jersey Business Registration Certificate DOC #8 EEOAA Evidence DOC #9 MacBride Principals Form New Jersey suppliers are required to comply with the following New Jersey statutes when applicable: • all anti -discrimination laws, including those contained in N.J.S.A. 10:2-1 through N.J.S.A. 10:2-14, N.J.S.A. 10:5-1, and N.J.S.A. 10:5-31 through 10:5-38; • Prevailing Wage Act, N.J.S.A. 34:11-56.26, for all contracts within the contemplation of the Act; • Public Works Contractor Registration Act, N.J.S.A. 34:11-56.26; and • Bid and Performance Security, as required by the applicable municipal or state statutes. Version August 19, 2022 DOC #1 STATEMENT OF OWNERSHIP DISCLOSURE N.J.S.A. 52:25-24.2 (P.L. 1977, c.33, as amended by P.L. 2016, c.43) This statement shall be completed, certified to, and included with all bid and proposal submissions. Failure to submit the required information is cause for automatic rejection of the bid or proposal. Name of Orcianization: Iron Bow Technologies, LLC Orcianization Address: 2121 Cooperative Way. Suite 500 Herndon. VA 20171 Part I Check the box that represents the type of business organization: OSole Proprietorship (skip Parts II and III, execute certification in Part IV) 0 Non -Profit Corporation (skip Parts 11 and III, execute certification in Part IV) 0 For -Profit Corporation (any type) ® Limited Liability Company (LLC) 0 Partnership 0 Limited Partnership 0 Limited Liability Partnership (LLP) 0 Other (be specific): Part II 0 The list below contains the names and addresses of all stockholders in the corporation who own 10 percent or more of its stock, of any class, or of all individual partners in the partnership who own a 10 percent or greater interest therein, or of all members in the limited liability company who own a 10 percent or greater interest therein, as the case may be. (COMPLETE THE LIST BELOW IN THIS SECTION) OR 0 No one stockholder in the corporation owns 10 percent or more of its stock, of any class, or no individual partner in the partnership owns a 10 percent or greater interest therein, or no member in the limited liability company owns a 10 percent or greater interest therein, as the case may be. (SKIP TO PART IV) (Please attach additional sheets if more space is needed): Name of Individual or Business Entity Home Address (for Individuals) or Business Address Version August 19, 2022 Part III DISCLOSURE OF 10% OR GREATER OWNERSHIP IN THE STOCKHOLDERS, PARTNERS OR LLC MEMBERS LISTED IN PART II If a bidder has a direct or indirect parent entity which is publicly traded, and any person holds a 10 percent or greater beneficial interest in the publicly traded parent entity as of the last annual federal Security and Exchange Commission (SEC) or foreign equivalent filing, ownership disclosure can be met by providing links to the website(s) containing the last annual filing(s) with the federal Securities and Exchange Commission (or foreign equivalent) that contain the name and address of each person holding a 10% or greater beneficial interest in the publicly traded parent entity, along with the relevant page numbers of the filing(s) that contain the information on each such person. Attach additional sheets if more space is needed. Website (URL) containing the last annual SEC (or foreign equivalent) filing Page #'s Please list the names and addresses of each stockholder, partner or member owning a 10 percent or greater interest in any corresponding corporation, partnership and/or limited liability company (LLC) listed in Part II other than for any publicly traded parent entities referenced above. The disclosure shall be continued until names and addresses of every noncorporate stockholder, and individual partner, and member exceeding the 10 percent ownership criteria established pursuant to N.J.S.A. 52:25-24.2 has been listed. Attach additional sheets if more space is needed. Stockholder/Partner/Member and Corresponding Entity Listed in Part II Part IV Certification Home Address (for Individuals) or Business Address I, being duly sworn upon my oath, hereby represent that the foregoing information and any attachments thereto to the best of my knowledge are true and complete. I acknowledge: that I am authorized to execute this certification on behalf of the bidder/proposer; that the <name of contracting unit> is relying on the information contained herein and that I am under a continuing obligation from the date of this certification through the completion of any contracts with <type of contracting unit> to notify the <type of contracting unit> in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification, and if I do so, I am subject to criminal prosecution under the law and that it will constitute a material breach of my agreement(s) with the, permitting the <type of contracting unit> to declare any contract(s) resulting from this certification void and unenforceable. Full Name (Print): William Bentley Title: Associate Corporate Counsel Signature: UV&a4y, U&eht Date: 09/28/2022 Version August 19, 2022 DOC #2 NON -COLLUSION AFFIDAVIT STANDARD BID DOCUMENT REFERENCE Reference: VII-H Name of Form: NON -COLLUSION AFFIDAVIT Statutory Reference: No specific statutory reference State Statutory Reference N.J.S.A. 52:34-15 Instructions Reference: Statutory and Other Requirements VII-H The Owner's use of this form is optional. It is used to ensure that Description: the bidder has not participated in any collusion with any other bidder or Owner representative or otherwise taken any action in restraint of free and competitive bidding. Version August 19, 2022 NON -COLLUSION AFFIDAVIT State of New Jersey County of ss: I, . William Bentley residing in Reston (name of affiant) (name of municipality) in the County of Fairfax and State of Virizinia of full age, being duly sworn according to law on my oath depose and say that: I am Associate Corporate Counsel of the firm of Iron Bow Technologies, LLC (title or position) (name of firm) Iron Bow Technologies, LLC the bidder making this Proposal for the bid entitled Technology Product Solutions and Related Services , and that I executed the said proposal with (title of bid proposal) full authority to do so that said bidder has not, directly or indirectly entered into any agreement, participated in any collusion, or otherwise taken any action in restraint of free, competitive bidding in connection with the above named project; and that all statements contained in said proposal and in this affidavit are true and correct, and made with fall knowledge that the Omnia Partners, Public Sector relies upon the truth of the statements contained in said Proposal (name of contracting unit) and in the statements contained in this affidavit in awarding the contract for the said project. I further warrant that no person or selling agency has been employed or retained to solicit or secure such contract upon an agreement or understanding for a commission, percentage, brokerage, or contingent fee, except bona fide employees or bona fide established commercial or selling agencies maintained by Iron Bow Technologies, LLC Subscribed and sworn to before me this day 2 ql* Sep41-r bG,,K- , 2 �22 ota pu' -c o a My Commission expires Nab 30 , 203 3 (Seal) Signature, William Bentley (Type or print name of affiant under signature) SAt9Afi MASTGURA SANIE-FIABI6 NOTARY PUBLIC R :GIST RAT I O NA-7 605420 COMMONWEALTH OF VIRGI IA MY C�OXtMT ISEXP N Version August 19, 2022 DOC #3 Company Name: Street: City, State, Zip Code: Prouosal Certification: AFFIRMATIVE ACTION AFFIDAVIT (P.L. 1975, C.127) Iron Bow Technologies, LLC 2121 Cooperative Way, Suite 500 Herndon, VA 20171 Indicate below company's compliance with New Jersey Affirmative Action regulations. Company's proposal will be accepted even if company is not in compliance at this time. No contract and/or purchase order may be issued, however, until all Affirmative Action requirements are met. Required Affirmative Action Evidence: Procurement, Professional & Service Contracts (Exhibit A) Vendors must submit with proposal: A photocopy of a valid letter that the contractor is operating under an existing Federally approved or sanctioned affirmative action program (good for one year from the date of the letter); 2. A photocopy of a Certificate of Employee Information Report approval, issued in accordance with N.J.A.C.17:27-4; 3. A photocopy of an Employee Information Report (Form AA302) provided by the Division of Contract Compliance and Equal Employment Opportunity in Public Contracts and distributed to the public agency to be completed by the contractor in accordance with N.J.A.C. 17:27-4. Public Work — Over $50.000 Total Proiect Cost: A. No approved Federal or New Jersey Affirmative Action Plan. We will complete Report Form AA201. A project contract ID number will be assigned to your firm upon receipt of the completed Initial Project Workforce Report (AA201) for this contract. B. Approved Federal or New Jersey Plan — certificate enclosed I further certify that the statements and information contained herein, are complete and correct to the best of my knowledge and belief. 2 09/28/2022 Date kda m. umu- - Associate Corporate Counsel Authorized Signature and Title Version August 19, 2022 DOC #3, continued P.L. 1995, c. 127 (N.J.A.C. 17:27) MANDATORY AFFIRMATIVE ACTION LANGUAGE PROCUREMENT, PROFESSIONAL AND SERVICE CONTRACTS During the performance of this contract, the contractor agrees as follows: The contractor or subcontractor, where applicable, will not discriminate against any employee or applicant for employment because of age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor will take affirmative action to ensure that such applicants are recruited and employed, and that employees are treated during employment, without regard to their age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. Such action shall include, but not be limited to the following: employment, upgrading, demotion, or transfer; recruitment or recruitment advertising; layoff or termination; rates of pay or other forms of compensation; and selection for training, including apprenticeship. The contractor agrees to post in conspicuous places, available to employees and applicants for employment, notices to be provided by the Public Agency Compliance Officer setting forth provisions of this non-discrimination clause. The contractor or subcontractor, where applicable will, in all solicitations or advertisement for employees placed by or on behalf of the contractor, state that all qualified applicants will receive consideration for employment without regard to age, race, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation. The contractor or subcontractor, where applicable, will send to each labor union or representative of workers with which it has a collective bargaining agreement or other contract or understanding, a notice, to be provided by the agency contracting officer advising the labor union or workers' representative of the contractor's commitments under this act and shall post copies of the notice in conspicuous places available to employees and applicants for employment. The contractor or subcontractor, where applicable, agrees to comply with any regulations promulgated by the Treasurer pursuant to P.L. 1975, c. 127, as amended and supplemented from time to time and the Americans with Disabilities Act. The contractor or subcontractor agrees to attempt in good faith to employ minority and female workers trade consistent with the applicable county employment goal prescribed by N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time or in accordance with a binding determination of the applicable county employment goals determined by the Affirmative Action Office pursuant to N.J.A.C. 17:27-5.2 promulgated by the Treasurer pursuant to P.L. 1975, C.127, as amended and supplemented from time to time. The contractor or subcontractor agrees to inform in writing appropriate recruitment agencies in the area, including employment agencies, placement bureaus, colleges, universities, labor unions, that it does not discriminate on the basis of age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and that it will discontinue the use of any recruitment agency which engages in direct or indirect discriminatory practices. The contractor or subcontractor agrees to revise any of it testing procedures, if necessary, to assure that all personnel testing conforms with the principles of job -related testing, as established by the statutes and court decisions of the state of New Jersey and as established by applicable Federal law and applicable Federal court decisions. The contractor or subcontractor agrees to review all procedures relating to transfer, upgrading, downgrading and lay-off to ensure that all such actions are taken without regard to age, creed, color, national origin, ancestry, marital status, sex, affectional or sexual orientation, and conform with the applicable employment goals, consistent with the statutes and court decisions of the State of New Jersey, and applicable Federal law and applicable Federal court decisions. The contractor and its subcontractors shall furnish such reports or other documents to the Affirmative Action Office as may be requested by the office from time to time in order to carry out the purposes of these regulations, and public agencies shall furnish such information as may be requested by the Affirmative Action Office for conducting a compliance investigation pursuant to Subchapter 10 of the Administrative Code (NJAC 17:27). Signature of Procurement Agent Version August 19, 2022 DOC #4 C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Public Agency Instructions This page provides guidance to public agencies entering into contracts with business entities that are required to file Political Contribution Disclosure forms with the agency. It is not intended to be provided to contractors. What follows are instructions on the use of form local units can provide to contractors that are required to disclose political contributions pursuant to N.J.S.A. 19:44A-20.26 (P.L. 2005, c. 271, s.2). Additional information on the process is available in Local Finance Notice 2006-1 (httn://www.ni.sov/dca/divisions/dlss/resources/lfns_2006.html). Please refer back to these instructions for the appropriate links, as the Local Finance Notices include links that are no longer operational. 1. The disclosure is required for all contracts in excess of $17,500 that are not awarded pursuant to a "fair and open" process (N.J.S.A. 19:44A-20.7). 2. Due to the potential length of some contractor submissions, the public agency should consider allowing data to be submitted in electronic form (i.e., spreadsheet, pdf file, etc.). Submissions must be kept with the contract documents or in an appropriate computer file and be available for public access. The form is worded to accept this alternate submission. The text should be amended if electronic submission will not be allowed. 3. The submission must be received from the contractor and on file at least 10 days prior to award of the contract. Resolutions of award should reflect that the disclosure has been received and is on file. 4. The contractor must disclose contributions made to candidate and party committees covering a wide range of public agencies, including all public agencies that have elected officials in the county of the public agency, state legislative positions, and various state entities. The Division of Local Government Services recommends that contractors be provided a list of the affected agencies. This will assist contractors in determining the campaign and political committees of the officials and candidates affected by the disclosure. a. The Division has prepared model disclosure forms for each county. They can be downloaded from the "County PCD Forms" link on the Pay -to -Play web site at httD://www.ni.2ov/dca/divisions/dl2s/Dro2rams/lDcl.html#12. They will be updated from time -to -time as necessary. b. A public agency using these forms should edit them to properly reflect the correct legislative district(s). As the forms are county -based, they list all legislative districts in each county. Districts that do not represent the public agency should be removed from the lists. c. Some contractors may find it easier to provide a single list that covers all contributions, regardless of the county. These submissions are appropriate and should be accepted. d. The form may be used "as -is", subject to edits as described herein. e. The "Contractor Instructions" sheet is intended to be provided with the form. It is recommended that the Instructions and the form be printed on the same piece of paper. The form notes that the Instructions are printed on the back of the form; where that is not the case, the text should be edited accordingly. f. The form is a Word document and can be edited to meet local needs, and posted for download on web sites, used as an e-mail attachment, or provided as a printed document. It is recommended that the contractor also complete a "Stockholder Disclosure Certification." This will assist the local unit in its obligation to ensure that contractor did not make any prohibited contributions to the committees listed on the Business Entity Disclosure Certification in the 12 months prior to the contract (See Local Finance Notice 2006-7 for additional information on this obligation at httD://www.ni.2ov/dca/divisions/dlcs/resources/lfns 2006.htm11. A sample Certification form is part of this package and the instruction to complete it is included in the Contractor Instructions. NOTE: This section is not applicable to Boards of Education. Version August 19, 2022 DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Contractor Instructions Business entities (contractors) receiving contracts from a public agency that are NOT awarded pursuant to a "fair and open" process (defined at N.J.S.A. 19:44A-20.7) are subject to the provisions of P.L. 2005, c. 271, s.2 (N.J.S.A. 19:44A- 20.26). This law provides that 10 days prior to the award of such a contract, the contractor shall disclose contributions to: • any State, county, or municipal committee of a political party • any legislative leadership committee* • any continuing political committee (a.k.a., political action committee) • any candidate committee of a candidate for, or holder of, an elective office: 0 of the public entity awarding the contract 0 of that county in which that public entity is located 0 of another public entity within that county 0 or of a legislative district in which that public entity is located or, when the public entity is a county, of any legislative district which includes all or part of the county The disclosure must list reportable contributions to any of the committees that exceed $300 per election cycle that were made during the 12 months prior to award of the contract. See N.J.S.A. 19:44A-8 and 19:44A-16 for more details on reportable contributions. N.J.S.A. 19:44A-20.26 itemizes the parties from whom contributions must be disclosed when a business entity is not a natural person. This includes the following: • individuals with an "interest" ownership or control of more than 10% of the profits or assets of a business entity or 10% of the stock in the case of a business entity that is a corporation for profit • all principals, partners, officers, or directors of the business entity or their spouses • any subsidiaries directly or indirectly controlled by the business entity • IRS Code Section 527 New Jersey based organizations, directly or indirectly controlled by the business entity and filing as continuing political committees, (PACs). When the business entity is a natural person, "a contribution by that person's spouse or child, residing therewith, shall be deemed to be a contribution by the business entity." [N.J.S.A. 19:44A-20.26(b)] The contributor must be listed on the disclosure. Any business entity that fails to comply with the disclosure provisions shall be subject to a fine imposed by ELEC in an amount to be determined by the Commission which may be based upon the amount that the business entity failed to report. The enclosed list of agencies is provided to assist the contractor in identifying those public agencies whose elected official and/or candidate campaign committees are affected by the disclosure requirement. It is the contractor's responsibility to identify the specific committees to which contributions may have been made and need to be disclosed. The disclosed information may exceed the minimum requirement. The enclosed form, a content -consistent facsimile, or an electronic data file containing the required details (along with a signed cover sheet) may be used as the contractor's submission and is disclosable to the public under the Open Public Records Act. The contractor must also complete the attached Stockholder Disclosure Certification. This will assist the agency in meeting its obligations under the law. NOTE: This section does not apply to Board of Education contracts. " N.J.S.A. 19:44A-3(s): "The term "legislative leadership committee" means a committee established, authorized to be established, or designated by the President of the Senate, the Minority Leader of the Senate, the Speaker of the General Assembly or the Minority Leader of the General Assembly pursuant to section 16 of P.L.1993, c.65 (C. 19:44A-10. 1) for the purpose of receiving contributions and making expenditures." Version August 19, 2022 DOC #4, continued C. 271 POLITICAL CONTRIBUTION DISCLOSURE FORM Required Pursuant to N.J.S.A. 19:44A-20.26 This form or its permitted facsimile must be submitted to the local unit no later than 10 days prior to the award of the contract. Part I — Vendor Information Vendor Name: Iron Bow Technologies, LLC Address: 2121 Cooperative Way, Suite 500 City: Herndon I State: VA I Zip: 20171 The undersigned being authorized to certify, hereby certifies that the submission provided herein represents compliance with the provisions of N.J.S.A. 19:44A-20.26 and as represented by the Instructions accompanying this form. u� William Bentley 09/28/2022 Signature Printed Name Title Part II — Contribution Disclosure Disclosure requirement: Pursuant to N.J.S.A. 19:44A-20.26 this disclosure must include all reportable political contributions (more than $300 per election cycle) over the 12 months prior to submission to the committees of the government entities listed on the form provided by the local unit. ❑ Check here if disclosure is provided in electronic form Contributor Name None Recipient Name ❑ Check here if the information is continued on subsequent page(s) Date Dollar Amount M Version August 19, 2022 DOC #4, continued List of Agencies with Elected Officials Required for Political Contribution Disclosure N.J.S.A.19:44A-20.26 County Name: State: Governor, and Legislative Leadership Committees Legislative District #s: State Senator and two members of the General Assembly per district. County: Freeholders County Clerk Sheriff {County Executive} Surrogate Municipalities (Mayor and members of governing body, regardless of title): USERS SHOULD CREATE THEIR OWN FORM, OR DOWNLOAD FROM THE PAY TO PLAY SECTION OF THE DLGS WEBSITE A COUNTY -BASED, CUSTOMIZABLE FORM. Version August 19, 2022 DOC #5 STOCKHOLDER DISCLOSURE CERTIFICATION Name of Business: 13 1 certify that the list below contains the names and home addresses of all stockholders holding 10% or more of the issued and outstanding stock of the undersigned. OR ® 1 certify that no one stockholder owns 10% or more of the issued and outstanding stock of the undersigned. Check the box that represents the type of business organization: OPartnership 13Corporation. Mole Proprietorship 0 Limited Partnership ® Limited Liability Corporation 0 Limited Liability Partnership 0 Subchapter S Corporation Sign and notarize the form below, and, if necessary, complete the stockholder list below. Stockholders: Name: Home Address: Name: Home Address: Name: Home Address: Subscribed and swom before me this 20ay of Sr p�crr, bet 2Z. (Notary Public) My Commission expires: Name: Home Address: Name: Home Address: Name: Home Address: J, I SAHAA MASTO•URA SANIE-HART=:':' NOTARY PUBLIC REGISTRATION&7605420 COMMONWEALTH OF VIRGINIA MY CL,,TSIRN�EXP IRES k William Bentley, Associate Comorate Counsel (Print name & title of affiant) (Corporate Seal) Version August 19. 2022 DOC #6 Certification of Non -Involvement in Prohibited Activities in Iran Pursuant to N.J.S.A. 52:32-58, Offerors must certify that neither the Offeror, nor any of its parents, subsidiaries, and/or affiliates (as defined in N.J.S.A. 52:32 — 56(e) (3)), is listed on the Department of the Treasury's List of Persons or Entities Engaging in Prohibited Investment Activities in Iran and that neither is involved in any of the investment activities set forth in N.J.S.A. 52:32 — 56(f). Offerors wishing to do business in New Jersey through this contract must fill out the Certification of Non -Involvement in Prohibited Activities in Iran here: htt)://www.state.ni.us/humanservices/dfd/info/standard/fdc/disclosure investmentact.Dd£ Offerors should submit the above form completed with their proposal. Version August 19, 2022 DISCLOSURE OF INVESTMENT ACTIVITIES IN IRAN FORM (2 STATE OF NEW JERSEY DEPARTMENT OF THE TREASURY - DIVISION OF PURCHASE AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230 BID SOLICITATION # AND TITLE: 23-6692 Technology Products Solutions and Related Services VENDOR NAME: Iron Bow Technologies, LLC Pursuant to N.J.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, CA) any person or entity that submits a bid or proposal or otherwise proposes to enter into or renew a contract must certify that neither the person nor entity, nor any of its parents, subsidiaries, or affiliates, is identified on the New Jersey Department of the Treasury's Chapter 25 List as a person or entity engaged in investment activities in Iran. The Chapter 25 list is found on the Division's website at https://www.state.ni.us/treasurv/purchase/Ddf/ChaDter25List.Ddf. Vendors/Bidders must review this list prior to completing the below certification. If the Director of the Division of Purchase and Property finds a person or entity to be in violation of the law, s/he shall take action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of the party. CHECK THE APPROPRIATE BOX I certify, pursuant to U.S.A. 52:32-57, et seq. (P.L. 2012, c.25 and P.L. 2021, c.4), that neither the Vendor/Bidder listed above nor any of its parents, subsidiaries, or affiliates is listed on the New Jersey Department of the Treasury's Chapter 25 List of entities determined to be engaged in prohibited activities in Iran. 10B ❑I am unable to certify as above because the Vendor/Bidder and/or one or more of its parents, subsidiaries, or affiliates is listed on the New Jersey Department of the Treasury's Chapter 25 List. I will provide a detailed, accurate and precise description of the activities of the Vendor/Bidder, or one of its parents, subsidiaries or affiliates, has engaged in regarding investment activities in Iran by completing the information requested below. Entity Engaged in Investment Activities Relationship to Vendor/ Bidder Description of Activities Duration of Engagement Anticipated Cessation Date *Attach Additional Sheets If Necessary. CERTIFICATION I, the undersigned, certify that I am authorized to execute this certification on behalf of the Vendor, that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor is under a continuing obligation from the date of this certification through the completion of any contract(s) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so, I may be subject to criminal prosecution under the law, and it will constitute a material breach of my contract(s) with the State, permitting the State to declare any contract(s) resulting from this certification void and unenforceable. %1U&a - , be rct&y- 09/30/2022 Signature v Date William Bentley / Associate Corporate Counsel Print Name and Title DPP Rev. 12.13.2021 DOC #7 NEW JERSEY BUSINESS REGISTRATION CERTIFICATE (N.J.S.A. 52:32-44) Offerors wishing to do business in New Jersey must submit their State Division of Revenue issued Business Registration Certificate with their proposal here. Failure to do so will disqualify the Offeror from offering products or services in New Jersey through any resulting contract. httiDs://www.nloortal.com/DOR/BusinessReizistration/ Version August 19, 2022 ST-3 (11-21) State of New Jersey The seller must collect the tax on a sale Division of Taxation Purchaser's New Jersey of taxable property or services unless the SALES TAX Taxpayer Registration Number purchaser gives them a fully completed 261-615-129/000 New Jersey exemption certificate. FORM ST-3 RESALE CERTIFICATE To be completed by purchaser and given to and retained by seller. See instructions on back. Seller should read and comply with the instructions given on both sides of an exemption certificate. TO Date (Name of Seller) Address City State ZIP The undersigned certifies that: (1) They hold a valid Certificate of Authority (number shown above) to collect State of New Jersey Sales and Use Tax. (2) They are principally engaged in the sale of (indicate nature of merchandise or service sold). COMPUTER HARDWARE, SOFTWARE AND SERVICES (3) The merchandise or services being herein purchased are described as follows - COMPUTER HARDWARE, SOFTWARE AND SERVICES (4) The merchandise described in (3) above is being purchased: (check one or more of the blocks which apply) (a) ❑ For resale in its present form. (b) ❑ For resale as converted into or as a component part of a product by the undersigned. (c) ❑ For use in the performance of a taxable service on personal property, where the property which is the subject of this Certificate becomes part of the property being serviced or is later transferred to the purchaser of the service in conjunction with the performance of the service (5) The services described in (3) above are being purchased: (check the block which applies) (a))EI By seller who will either collect tax or will resell services. (b) ❑ To be performed on personal property held for sale. I, the undersigned purchaser, have read and complied with the instructions and rules promulgated pursuant to the New Jersey Sales and Use Tax Act with respect to the use of the Resale Certificate, and it is my belief that the seller named herein is not required to collect the sales or use tax on the transaction or transactions covered by this Certificate. The undersigned purchaser hereby swears under the penalties for perjury and false swearing that all of the information shown in this Certificate is true. IRON BOW TECHNOLOGIES, LLC NAME OF PURCHASER' (as registered with the New Jersey Division of Taxation) 2121 COOPERATIVE WAY, SUITE 500 HERNDON, VA 20171 (Address of Purchaser)' WHOLESALE Type of Business' VP OF ACCOUNTING (Signature ofaAher, partner, officer of corporation, etc.)' (Title) *Required MAY BE REPRODUCED (Front and Back Required) DOC #8 EEOAA EVIDENCE Equal Employment Opportunity/Affirmative Action Goods, Professional Services & General Service Projects EEO/AA Evidence Vendors are required to submit evidence of compliance with N.J.S.A. 10:5-31 et seq. and NJ.A.C. 17:27 in order to be considered a responsible vendor. One of the following must be included with submission: • Copy of Letter of Federal Approval • Certificate of Employee Information Report • Fully Executed Form AA302 • Fully Executed EEO-1 Report See the guidelines at: httDs://www.state.ni.us/treasury/contract compliance/documents/ndf/guidelines/pa.ndf for further information. I certify that my bid package includes the required evidence per the above list and State website. Name: William Bentley Title: Associate Corporate Counsel Signature. �e' '/% Date: 09/30/2022 •� U.S. Equal Employment Opportunity Commission Vo' EEO-1 o i 14 Company Dashboard IRON BOW TECHNOLOGIES - 2021 Herndon, VA 20171 <- Back to ComDan\/ List Historic EEO-1 Reports A Download Establishments Company Name: IRON BOW TECHNOLOGIES Company ID: EF36094 Year: 2021 Certification Date: 5/13/20221:54:41 PM Number of Reports Filed: 6 Certifying Official: DEBBIE YASSINE Title: VP HUMAN RESOURCES ,/ Thank you for completing the EEO-1 Component 1 Report for 2021. ( A Report ) Save or print a copy of the report for your records. U.S. Equal Employment Opportunity Commission EEOC Headquarters 131 M Street N E Washington, DC 20507 1/2 DOC #9 MACBRIDE-PRINCIPLES STATE OF NEW JERSEY DEPARTMENT OF THE TREASURY DIVISION OF PURCHASE AND PROPERTY 33 WEST STATE STREET, P.O. BOX 230 TRENTON, NEW JERSEY 08625-0230 MACBRIDE PRINCIPALS FORM BID SOLICITATION #: VENDORIBIDDER: Iron Bow Technoo0es, LLC VENDOR'S/BIDDER'S REQUIREMENT TO PROVIDE A CERTIFICATION IN COMPLIANCE WITH THE MACBRIDE PRINCIPALS AND NORTHERN IRELAND ACT OF 1989 Pursuant to Public Law 1995, c. 134, a responsible Vendor/Bidder selected, after public bidding, by the Director of the Division of Purchase and Property, pursuant to N.J.S.A. 52:34-12, must complete the certification below by checking one of the two options listed below and signing where indicated. If a Vendor/Bidder that would otherwise be awarded a purchase, contract or agreement does not complete the certification, then the Director may determine, in accordance with applicable law and rules, that it is in the best interest of the State to award the purchase, contract or agreement to another Vendor/Bidder that has completed the certification and has submitted a bid within five (5) percent of the most advantageous bid. If the Director finds contractors to be in violation of the principals that are the subject of this law, he/she shall take such action as may be appropriate and provided by law, rule or contract, including but not limited to, imposing sanctions, seeking compliance, recovering damages, declaring the party in default and seeking debarment or suspension of theparty. I, the undersigned, on behalf the Vendor/Bidder, certify pursuant to N.J.S.A. 52:34-12.2 that: R I CHECK THE APPROPR.UTF RON The Vendor/Bidder has no business operations in Northern Ireland; or OR ❑ The Vendor/Bidder will take lawful steps in good faith to conduct any business operations it has in Northern Ireland in accordance with the MacBride principals of nondiscrimination in employment as set forth in section 2 of P.L. 1987, c. 177 (N.J.S.A. 52:18A-89.5) and in conformance with the United Kingdom's Fair Employment (Northern Ireland) Act of 1989, and permit independent monitoring of its compliance with those principals. CFR TIFIC ATION I, the undersigned, certify that I am authorized to execute this certification on behalf of the Vendor/Bidder, that the foregoing information and any attachments hereto, to the best of my knowledge are true and complete. I acknowledge that the State of New Jersey is relying on the information contained herein, and that the Vendor/Bidder is under a continuins oblisation from the date of this certification through the completion of any contract(s) with the State to notify the State in writing of any changes to the information contained herein; that I am aware that it is a criminal offense to make a false statement or misrepresentation in this certification. If I do so, I will be subject to criminal prosecution under the law, and it will constitute a material breach of my agreement(s) with the State, permitting the State to declare any contract(s) resulting from this certification to be void and unenforceable. til IU&a ru be,►W� 09/28/2022 Signature Date William Bentley / Associate Corporate Counsel Print Name and Title Version August 19, 2022 Exhibit H Advertising Compliance Requirement Pursuant to certain state notice provisions, including but not limited to Oregon Revised Statutes Chapter 279A.210, Chapter 279A.220, and other related provisions, the following public agencies and political subdivisions of the referenced public agencies are eligible to register with OMNIA Partners and access the Master Agreement contract award made pursuant to this solicitation, and are hereby given notice of the foregoing request for proposals for purposes of complying with the procedural requirements of said statutes: Nationwide: State of Alabama State of Hawaii Commonwealth of State of New Mexico Massachusetts State of Alaska State of Idaho State of Michigan State of New York State of Arizona State of Illinois State of Minnesota State of North Carolina State of Arkansas State of Indiana State of Mississippi State of North Dakota State of California State of Iowa State of Missouri State of Ohio State of Colorado State of Kansas State of Montana State of Oklahoma State of Connecticut Commonwealth of State of Nebraska State of Oregon Kentucky State of Delaware State of Louisiana State of Nevada Commonwealth of Pennsylvania State of Florida State of Maine State of New Hampshire State of Rhode Island State of Georgia State of Maryland State of New Jersey State of South Carolina District of Columbia Lists of political subdivisions and local governments in the above referenced states / districts may be found at httn://www.usa.aov/Agencies/State and Territories. shtml and httns://www.usa.aov/local-eovernments. Certain Public Agencies and Political Subdivisions: CITIES, TOWNS, VILLAGES AND BOROUGHS INCLUDING BUT NOT LIMITED TO: BAKER CITY GOLF COURSE, OR CITY OF ADAIR VILLAGE, OR CITY OF ASHLAND, OR CITY OF AUMSVILLE, OR CITY OF AURORA, OR CITY OF BAKER, OR CITY OF BATON ROUGE, LA CITY OF BEAVERTON, OR CITY OF BEND, OR CITY OF BOARDMAN, OR CITY OF BONANAZA, OR CITY OF BOSSIER CITY, LA CITY OF BROOKINGS, OR CITY OF BURNS, OR CITY OF CANBY, OR CITY OF CANYONVILLE, OR CITY OF CLATSKANIE, OR CITY OF COBURG, OR CITY OF CONDON, OR CITY OF COQUILLE, OR CITY OF CORVALLI, OR CITY OF CORVALLIS PARKS AND RECREATION DEPARTMENT, OR CITY OF COTTAGE GROVE, OR CITY OF DONALD, OR CITY OF EUGENE, OR CITY OF FOREST GROVE, OR CITY OF GOLD HILL, OR CITY OF GRANTS PASS, OR CITY OF GRESHAM, OR CITY OF HILLSBORO, OR State of South Dakota State of Tennessee State of Texas State of Utah State of Vermont Commonwealth of Virginia State of Washington State of West Virginia State of Wisconsin State of Wyoming CITY OF INDEPENDENCE, OR CITY AND COUNTY OF HONOLULU, HI CITY OF KENNER, LA CITY OF LA GRANDE, OR CITY OF LAFAYETTE, LA CITY OF LAKE CHARLES, OR CITY OF LEBANON, OR CITY OF MCMINNVILLE, OR CITY OF MEDFORD, OR CITY OF METAIRIE, LA CITY OF MILL CITY, OR CITY OF MILWAUKIE, OR CITY OF MONROE, LA CITY OF MOSIER, OR CITY OF NEW ORLEANS, LA CITY OF NORTH PLAINS, OR CITY OF OREGON CITY, OR CITY OF PILOT ROCK, OR CITY OF PORTLAND, OR CITY OF POWERS, OR CITY OF PRINEVILLE, OR CITY OF REDMOND, OR CITY OF REEDSPORT, OR CITY OF RIDDLE, OR CITY OF ROGUE RIVER, OR CITY OF ROSEBURG, OR CITY OF SALEM, OR CITY OF SANDY, OR CITY OF SCAPPOOSE, OR CITY OF SHADY COVE, OR CITY OF SHERWOOD, OR CITY OF SHREVEPORT, LA CITY OF SILVERTON, OR Version August 19, 2022 CITY OF SPRINGFIELD, OR EMERY, UT CITY OF ST. HELENS, OR ENOCH, UT CITY OF ST. PAUL, OR ENTERPRISE, UT CITY OF SULPHUR, LA EPHRAIM, UT CITY OF TIGARD, OR ESCALANTE, UT CITY OF TROUTDALE, OR EUREKA, UT CITY OF TUALATIN, OR FAIRFIELD, UT CITY OF WALKER, LA FAIRVIEW, UT CITY OF WARRENTON, OR FARMINGTON, UT CITY OF WEST LINN, OR FARR WEST, UT CITY OF WILSONVILLE, OR FAYETTE, UT CITY OF WINSTON, OR FERRON, UT CITY OF WOODBURN, OR FIELDING, UT LEAGUE OF OREGON CITES FILLMORE, UT THE CITY OF HAPPY VALLEY OREGON FOUNTAIN GREEN, UT ALPINE, UT FRANCIS, UT ALTA, UT FRUIT HEIGHTS, UT ALTAMONT, UT GARDEN CITY, UT ALTON, UT GARLAND, UT AMALGA, UT GENOLA, UT AMERICAN FORK CITY, UT GLENDALE, UT ANNABELLA, UT GLENWOOD, UT ANTIMONY, UT GOSHEN, UT APPLE VALLEY, UT GRANTSVILLE, UT AURORA, UT GREEN RIVER, UT BALLARD, UT GUNNISON, UT BEAR RIVER CITY, UT HANKSVILLE, UT BEAVER, UT HARRISVILLE, UT BICKNELL, UT HATCH, UT BIG WATER, UT HEBER CITY CORPORATION, UT BLANDING, UT HELPER, UT BLUFFDALE, UT HENEFER, UT BOULDER, UT HENRIEVILLE, UT CITY OF BOUNTIFUL, UT HERRIMAN, UT BRIAN HEAD, UT HIDEOUT, UT BRIGHAM CITY CORPORATION, UT HIGHLAND, UT BRYCE CANYON CITY, UT HILDALE, UT CANNONVILLE, UT HINCKLEY, UT CASTLE DALE, UT HOLDEN, UT CASTLE VALLEY, UT HOLLADAY, UT CITY OF CEDAR CITY, UT HONEYVILLE, UT CEDAR FORT, UT HOOPER, UT CITY OF CEDAR HILLS, UT HOWELL, UT CENTERFIELD, UT HUNTINGTON, UT CENTERVILLE CITY CORPORATION, UT HUNTSVILLE, UT CENTRAL VALLEY, UT CITY OF HURRICANE, UT CHARLESTON, UT HYDE PARK, UT CIRCLEVILLE, UT HYRUM, UT CLARKSTON, UT INDEPENDENCE, UT CLAWSON, UT IVINS, UT CLEARFIELD, UT JOSEPH, UT CLEVELAND, UT JUNCTION, UT CLINTON CITY CORPORATION, UT KAMAS, UT COALVILLE, UT KANAB, UT CORINNE, UT KANARRAVILLE, UT CORNISH, UT KANOSH, UT COTTONWOOD HEIGHTS, UT KAYSVILLE, UT DANIEL, UT KINGSTON, UT DELTA,UT KOOSHAREM,UT DEWEYVILLE, UT LAKETOWN, UT DRAPER CITY, UT LA VERKIN, UT DUCHESNE, UT LAYTON, UT EAGLE MOUNTAIN, UT LEAMINGTON, UT EAST CARBON, UT LEEDS, UT ELK RIDGE, UT LEHI CITY CORPORATION, UT ELMO, UT LEVAN, UT ELSINORE, UT LEWISTON, UT ELWOOD, UT LINDON, UT Version August 19, 2022 LOA, UT RUSH VALLEY, UT LOGAN CITY, UT CITY OF ST. GEORGE, UT LYMAN, UT SALEM, UT LYNNDYL, UT SALINA, UT MANILA, UT SALT LAKE CITY CORPORATION, UT MANTI, UT SANDY, UT MANTUA, UT SANTA CLARA, UT MAPLETON, UT SANTAQUIN, UT MARRIOTT-SLATERVILLE, UT SARATOGA SPRINGS, UT MARYSVALE, UT SCIPIO, UT MAYFIELD, UT SCOFIELD, UT MEADOW, UT SIGURD, UT MENDON, UT SMITHFIELD, UT MIDVALE CITY INC., UT SNOWVILLE, UT MIDWAY, UT CITY OF SOUTH JORDAN, UT MILFORD, UT SOUTH OGDEN, UT MILLVILLE, UT CITY OF SOUTH SALT LAKE, UT MINERSVILLE, UT SOUTH WEBER, UT MOAB, UT SPANISH FORK, UT MONA, UT SPRING CITY, UT MONROE, UT SPRINGDALE, UT CITY OF MONTICELLO, UT SPRINGVILLE, UT MORGAN, UT STERLING, UT MORONI, UT STOCKTON, UT MOUNT PLEASANT, UT SUNNYSIDE, UT MURRAY CITY CORPORATION, UT SUNSET CITY CORP, UT MYTON, UT SYRACUSE, UT NAPLES, UT TABIONA, UT NEPHI, UT CITY OF TAYLORSVILLE, UT NEW HARMONY, UT TOOELE CITY CORPORATION, UT NEWTON, UT TOQUERVILLE, UT NIBLEY, UT TORREY, UT NORTH LOGAN, UT TREMONTON CITY, UT NORTH OGDEN, UT TRENTON, UT NORTH SALT LAKE CITY, UT TROPIC, UT OAK CITY, UT UINTAH, UT OAKLEY, UT VERNAL CITY, UT OGDEN CITY CORPORATION, UT VERNON, UT OPHIR, UT VINEYARD, UT ORANGEVILLE, UT VIRGIN, UT ORDERVILLE, UT WALES, UT OREM, UT WALLSBURG, UT PANGUITCH, UT WASHINGTON CITY, UT PARADISE, UT WASHINGTON TERRACE, UT PARAGONAH, UT WELLINGTON, UT PARK CITY, UT WELLSVILLE, UT PAROWAN, UT WENDOVER, UT PAYSON, UT WEST BOUNTIFUL, UT PERRY, UT WEST HAVEN, UT PLAIN CITY, UT WEST JORDAN, UT PLEASANT GROVE CITY, UT WEST POINT, UT PLEASANT VIEW, UT WEST VALLEY CITY, UT PLYMOUTH, UT WILLARD, UT PORTAGE, UT WOODLAND HILLS, UT PRICE, UT WOODRUFF, UT PROVIDENCE, UT WOODS CROSS, UT PROVO,UT RANDOLPH, UT COUNTIES AND PARISHES INCLUDING BUT NOT REDMOND, UT LIMITED TO: RICHFIELD, UT ASCENSION PARISH, LA RICHMOND, UT ASCENSION PARISH, LA, CLEAR OF COURT RIVERDALE, UT CADDO PARISH, LA RIVER HEIGHTS, UT CALCASIEU PARISH, LA RIVERTON CITY, UT CALCASIEU PARISH SHERIFF'S OFFICE, LA ROCKVILLE, UT CITY AND COUNTY OF HONOLULU, HI ROCKY RIDGE, UT CLACKAMAS COUNTY, OR ROOSEVELT CITY CORPORATION, UT CLACKAMAS COUNTY DEPT OF TRANSPORTATION, ROY,UT OR Version August 19, 2022 CLATSOP COUNTY, OR COLUMBIA COUNTY, OR COOS COUNTY, OR COOS COUNTY HIGHWAY DEPARTMENT, OR COUNTY OF HAWAII, OR CROOK COUNTY, OR CROOK COUNTY ROAD DEPARTMENT, OR CURRY COUNTY, OR DESCHUTES COUNTY, OR DOUGLAS COUNTY, OR EAST BATON ROUGE PARISH, LA GILLIAM COUNTY, OR GRANT COUNTY, OR HARNEY COUNTY, OR HARNEY COUNTY SHERIFFS OFFICE, OR HAWAII COUNTY, HI HOOD RIVER COUNTY, OR JACKSON COUNTY, OR JEFFERSON COUNTY, OR JEFFERSON PARISH, LA JOSEPHINE C Version August 19, 2022 Four WO RT Hr. Routing and Transmittal Slip Water Department DOCUMENT TITLE: Iron Bow Technologies LLC Contract with Fort Worth Water Department TO Rick Lisenbee, Sr. IT Manager, Water Department Ann Nguyen, Contracts Manager ann.nquven a(�.ironbow.com William Bailey, IT Manager, Water Department Shane Zondor, Assistant Director, Water Department Chris Harder, Director, Water Department Taylor Paris, Assistant City Attorney William Johnson, Assistant City Manager Ron Gonzales, Assistant City Secretary Jannette Goodall, City Secretary Allison Tidwell, Lead Admin Assistant, City Secretary's Office Charmaine Baylor, Sr. IT Business Planner, Water Department ROLE Approver Signer Signer Approver Signer Signer Signer INITIALS A Approver 4z- K Signer Form Filler Acceptor EXPLANATION Attached is the cooperative agreement between the City of Fort Worth, Water Department and Iron Bow Technologies, LLC (Iron Bow), utilizing Omnia - R210404 for disaster recovery services for the Water Billing System. This agreement allows for a three-year term, which will begin on October 1, 2024 and end on September 30, 2027. This contract will not have renewals. The City's coversheet will control in the case of a conflict. The contract will not auto -renew after 36 months. A new contract will be negotiated. The spending authority per year is as follows: Year 1 - $69,828.00; Year 2 - $73,248.00; Year 3 - $76,848.00. If you have questions or concerns, please call or email me. Charmaine Baylor Sr. IT Business Planner, Water IT Fort Worth Water Department Phone: (817) 392-6629 Email: Charmaine.baylor@fortworthtexas.gov