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HomeMy WebLinkAbout2020-010-E IT - Meridian IT Gateway pre-stagingRevised 11/19 1 [Departmental Use Only] TITLE Meridian IT FY 2020 ORANGE COUNTY CONTRACT UNDER $5,000.00 NORTH CAROLINA THIS AGREEMENT, made and entered into this 18th day of December, 2019, (“Effective Date”) by and between Orange County, North Carolina, a body politic and corporate organized under the laws of the State of North Carolina, (the "County"), party of the first part; and Meridian IT, Inc (the "Provider"), party of the second part; W I T N E S S E T H: For the purpose and subject to the terms and conditions hereinafter set forth, the County hereby contracts for the services of the Provider, and the Provider agrees to provide the following services to the County in accordance with the terms of this Agreement, time being of the essence: The services and/or materials and/or construction (hereinafter referred to collectively as “Services”) to be furnished under this Agreement are as follows: Client has engaged Meridian to provide pre-staging of G430 Gateways and Remote Support of Client Hardware Installations. The term of this agreement rendered shall be from 12/18/19 to 2/18/20. Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner to the satisfaction of the County. Provider shall be responsible for all errors or omissions, in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. Provider agrees that Provider shall not sub-contract any of the services to be provided in this Agreement, nor shall Provider assign any right or responsibility granted or required by this Agreement, without the prior written approval of the County. SPECIFIC TERMS 1. Payment: The County agrees to pay at the rates specified for Services satisfactorily (as determined by the County) performed in accord with this Agreement. The amount to be paid by the County shall not exceed three-thousand-one-hundred-forty-eight dollars and 50/100, ($3,148.50) (see Attachment A). Payment shall be made within thirty (30) days of an invoice properly submitted to County. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. 2. Non–waiver: Failure by County at any time to require the performance by Provider of any of the provisions hereof shall in no way waive or affect the County's right hereunder to enforce the same, nor shall any waiver by the County of any breach be held to be a waiver of any succeeding breach or a waiver of this Non-Waiver Clause. 3. Independent Contractor: The Provider shall operate as an independent contractor, and the County shall not be responsible for any of the Provider’s acts or omissions. The Provider shall not be treated as an employee with respect to the Services performed hereunder for federal or state tax, unemployment or workers' compensation purposes. The Provider understands that neither federal, nor state, nor payroll tax of any kind shall be withheld or paid by the County on behalf of the Provider or the employees of the Provider. 4. Insurance: Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County DocuSign Envelope ID: 6B7CDA16-771F-49DE-91A4-8104B0942037 Revised 11/19 2 Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall be designated here N/A (see Attachment B) (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 5. Indemnity: To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify, and hold harmless Orange County from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney's fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or intentional act or omission on the part of the Provider in carrying out Provider’s duties and obligations related to the Services to be provided in this Agreement. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 6. Termination: This Agreement may be terminated at any time by mutual written agreement of the parties or by the County upon written notice to the Provider. County may suspend this Agreement upon reasonable notice to Provider. 7. Entire Agreement and Signatures: The parties have read this Agreement and agree to be bound by all of its terms, and further agree that it constitutes the complete and exclusive statement of the Agreement between the parties unless and until modified in writing and signed by the parties. Modifications may be evidenced by telefacsimile signature. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. 8. Governing Law and Priority: Both parties agree that this Agreement shall be governed by the laws of the State of North Carolina and Orange County. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal anti-discrimination laws, policies, rules, and regulations and the Orange County Non- Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php.). Any violation of this requirement is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. By executing this Agreement Provider affirms Provider is and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. In determining the basic services to be provided, should any documents be referenced in or attached to this Agreement, the terms herein shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. 9. Dispute Resolution: Neither party may initiate binding arbitration. Any disputes shall be resolved by nonbinding mediation. If such mediation fails either party may initiate litigation to resolve the dispute. Should either party initiate litigation to settle any dispute involving the terms of this Agreement DocuSign Envelope ID: 6B7CDA16-771F-49DE-91A4-8104B0942037 Revised 11/19 3 such litigation shall be initiated in the General Court of Justice of North Carolina seated in Orange County, North Carolina. 10. Non Appropriation: Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable and not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability and non-appropriation of public funds. IN WITNESS WHEREOF, Orange County and the Provider have signed this Agreement, effective as of the day first written above. ORANGE COUNTY PROVIDER By: _________________________ By: _________________________ Department Director Title: ________________________ 200 S. Cameron St. William Patterson, Vice President, Service P.O. Box 8181 Nine Parkway North Suite 500 Hillsborough, NC 27278 Deerfield, Illinois 60015 DocuSign Envelope ID: 6B7CDA16-771F-49DE-91A4-8104B0942037      Statement of Work Orange County NC_MIT SOW_G430 Install- SRV132722_20191217a Orange County, North Carolina Project #: SRV132722 Nine Parkway North, Suite 500 www.meridianitinc.com SOW-FF w/PM Rev 7.2019 v4 Deerfield, IL 60015-2544 (847) 964-2664 Page 1 of 4 This document is an agreement of work to be performed by Meridian IT Inc., (“Meridian”) for Orange County, North Carolina (“Client”). Services being provided as part of this service contract are governed by the terms and conditions of the effective MAEAS/MSA or similar Agreement between Meridian IT Inc. and Client (the “Agreement”) requesting the Services. In the absence of an Agreement, the Services provided will be governed by the terms and conditions specified in this service contract. Project Name: G430 Gateway Installations Project Number: SRV132722 Date: December 17, 2019 Account Manager: Eric Billing Lead Architect: Brian Hartsell Client Project Contact: Froi Romero Meridian Services Group: Avaya Collaboration Scope of Services Client has engaged Meridian to provide prestaging of G430 Gateways and Remote Support of Client Hardware Installations. Plan Phase Upon receipt of signed Statement of Work (“SOW”), Meridian will contact the Client Project Contact to schedule the work and to coordinate gathering design and specification details as needed. Meridian will document the design and present to Client for approval before beginning the implementation of the solution. Execute Phase During this phase, Meridian will coordinate with the Client Project Contact to complete the following tasks: x Pre-stage G430 Gateways – three (3) sites. x Remote Support of Client Installation of Gateways. x Program new Gateway, new Location, and new Network Region for each site in CM. x Program trunk port and ARS for local “911” calling. x Register each new site and hardware with Avaya. Control Phase Meridian shall supply to Client a project manager to oversee the engagement. Meridian shall coordinate the efforts between all of the stakeholders to produce a cohesive plan and align the schedules of key resources per the forecasted project milestones. The expected outcome is to manage the engagement and facilitate issues through completion. The services that Meridian shall perform include: x Working with the assigned resources to develop a preliminary project schedule, including milestones and tasks. x Tracking equipment deliveries. x Scheduling and coordinating the necessary resources to execute the project. x Facilitating regular status meetings and additional meetings, as required. x Acting as a single point of contact for Client Project Contact and assisting in project escalations, when needed. x Tracking project issues and creating change orders, when required. x Ensuring all deliverables are provided to close the project. $WWDFKPHQW$DocuSign Envelope ID: 6B7CDA16-771F-49DE-91A4-8104B0942037 Statement of Work Orange County NC_MIT SOW_G430 Install- SRV132722_20191217a Orange County, North Carolina Project #: SRV132722 Nine Parkway North, Suite 500 www.meridianitinc.com SOW-FF w/PM Rev 7.2019 v4 Deerfield, IL 60015-2544 (847) 964-2664 Page 2 of 4 Close Phase Once all deliverables have been provided, Meridian will present a Project Completion Form to confirm that all services and deliverables as described in this SOW have been successfully completed. Client Responsibilities The success of this project is dependent upon a partnership with Client. Failure to fulfill these responsibilities may impact Meridian’s ability to successfully complete this project. The following activities are the responsibility of Client: x The proper performance and configuration of all existing Client equipment, software and circuits not explicitly part of this engagement are the responsibility of Client. x Client shall designate a primary technical contact for all project related communications, preparation, and internal coordination activities. These activities may include: o Provide PO # or any special invoicing instructions needed for this project. o Pre-installation worksheets, if applicable, are completed and returned by date agreed upon during pre-kickoff communications. o Provide requirements as outlined within this SOW. o Provide access or escort (if needed) thru facilities, including building and elevator access at no additional cost to Meridian. o Provide appropriate credentials for access to all required equipment; or project contact will be available at all times for equipment access. o Participate in project kick off call and any subsequent status meetings. o Identify and coordinate additional Client resources required for the project. o Client is responsible for confirming that all environmental and physical considerations have been addressed (rack space, HVAC, access, cables, connectivity, etc.). x If additional security clearance and/or any testing is required of Meridian staff, Client will provide a detailed list of requirements needed prior to scheduling engagement. Any fees associated with such test will be the responsibility of Client. Assumptions & Limitations Meridian makes certain assumptions regarding environments, facilities and responsibilities when creating a SOW. Please carefully review the following list of assumptions and limitations that apply to the work detailed in this document. Failure to satisfy any assumption may negatively impact the proposed project schedule and result in increased costs: x Additional work locations will be determined upon acceptance. x Any services activities performed at Client’s request that are outside those explicitly stated in the SOW will be documented in a Change Order and invoiced separately. x Troubleshooting assistance for equipment identified in this statement of work not covered by a valid vendor support contract is subject to limitations imposed by inaccessibility of vendor support resources. x The costs detailed in this SOW are, in part, based upon the number of maintenance windows and/or site visits. An increase in the number of “visits” or maintenance windows may negatively impact the proposed project schedule and result in increased costs. x Meridian’s professional services are limited in scope to those detailed in this SOW and are applicable only to the equipment detailed within this document, and the project’s Bill of Materials (if applicable). In the event Client, site or equipment is not ready during the scheduled installation time and a return trip is necessary, or work is canceled with less than 24 hours’ notice, a $250 cancellation fee will be incurred. DocuSign Envelope ID: 6B7CDA16-771F-49DE-91A4-8104B0942037 Statement of Work Orange County NC_MIT SOW_G430 Install- SRV132722_20191217a Orange County, North Carolina Project #: SRV132722 Nine Parkway North, Suite 500 www.meridianitinc.com SOW-FF w/PM Rev 7.2019 v4 Deerfield, IL 60015-2544 (847) 964-2664 Page 3 of 4 Total Charges: $3,148.50 (Inclusive of Expenses) Work Location: 131 W. Margaret Lane, Suite 300 Hillsborough, NC 27278 Dates of Service: The dates of service will be mutually agreed upon once a signed Statement of Work is received. x Prices quoted are exclusive of taxes. x Term: The fixed fee price quoted in this SOW is protected for 30 days from the date stated above if this SOW is signed and returned to Meridian within such 30-day period. x Meridian may require prepayment for services if credit is unsatisfactory upon Client signature. x Prices quoted are inclusive of travel expenses. DocuSign Envelope ID: 6B7CDA16-771F-49DE-91A4-8104B0942037 Statement of Work Orange County NC_MIT SOW_G430 Install- SRV132722_20191217a Orange County, North Carolina Project #: SRV132722 Nine Parkway North, Suite 500 www.meridianitinc.com SOW-FF w/PM Rev 7.2019 v4 Deerfield, IL 60015-2544 (847) 964-2664 Page 4 of 4 Summary and Approval The above sections outline and define the services that will be completed by Meridian and/or its associates in serving the needs of Client. A summary of the total charges is given below. A start date will be agreed upon by both parties once a signed Statement of Work is received. Work deemed to be outside of this Statement of Work shall be agreed upon in writing by both parties in an addendum to this document, per Meridian’s Change Management process. General Description of Services: G430 Gateway Installations Total Charges for Project Completion: $3,148.50 (Inclusive of Expenses) Services being provided as part of this service contract are governed by the terms and conditions of the effective MAEAS/MSA or similar Agreement between Meridian IT Inc. and Client (the “Agreement”) requesting the Services. In the absence of an Agreement, the Services provided will be governed by the terms and conditions specified below. TERMS OF PAYMENT: Payment is due upon receipt of invoice, with one and one-half percent (1.5%) interest charged monthly on balances due past 30 days. If client disagrees with any invoice amount, it will notify Meridian in writing. If written notice is not received within 15 days of the invoice date, the invoice will be deemed accurate and payable as set forth herein. LIMITATION OF LIABILITY: MERIDIAN’S LIABILITY FOR DAMAGES, REGARDLESS OF THE FORM OF ACTION, IS LIMITED TO THE FEES RECEIVED HEREUNDER. UNDER NO CIRCUMSTANCES SHALL MERIDIAN BE LIABLE FOR INCIDENTAL, INDIRECT, SPECIAL, CONSEQUENTIAL, PUNITIVE OR EXEMPLARY DAMAGES (INCLUDING WITHOUT LIMITATION DAMAGES FOR LOST PROFITS, BUSINESS INTERRUPTION, LOST BUSINESS INFORMATION, LOST GOODWILL OR WORK STOPPAGE), REGARDLESS OF THE THEORY OF RECOVERY AND REGARDLESS OF WHETHER CLIENT HAS BEEN ADVISED OF THAT POSSIBILITY AND NOTWITHSTANDING ANY FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITED REMEDY OR WARRANTY. The parties hereto acknowledge that they have read and agree to the terms set forth in this Statement of Work and have caused this Statement of Work to be executed by their duly authorized representatives. Agreed to: Orange County, North Carolina Agreed to: Meridian IT Inc. By: By: (Authorized Signature) (Authorized Signature) Date: Date: Name: Name: William Patterson Title: Title: Vice President, Services Phone: Phone: (315) 362-9209 Fax: Fax: (847) 444-8699 Client Billing Info (if not same as work location) Client Project Contact Attn: Email - Sally Kadle Name: Froi Romero PO# Phone: (919) 245-2279 Addr: Cell: (919) 530-0237 Email: skadle@orangecountync.gov E-mail: fromero@orangecountync.com If you have not received this Statement of Work via Meridian’s e-signature process, please print, accept, scan and return this form to Meridian’s Project Management Office at mitpmo@meridianitinc.com, which shall serve as authorization for Meridian to schedule the resources necessary to fulfill its obligations as defined in this SOW. DocuSign Envelope ID: 6B7CDA16-771F-49DE-91A4-8104B0942037 DocuSign Envelope ID:6B7CDA16-771F-49DE-9lA4-8104B0942037 Attachment B ® DATE(MM/D CERTIFICATE OF LIABILITY INSURANCE 019 AC'�I2a 04/04/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER,AND THE CERTIFICATE HOLDER. IMPORTANT:If the certificate holder is an ADDITIONAL INSURED,the policy(ies)must have ADDITIONAL INSURED provisions or be endorsed.If SUBROGATION IS WAIVED,subject to the terms and conditions of the policy,certain policies may require an endorsement.A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT 'W8 NAME: Aon Risk Services Central, Inc. PHONE (866) 283-7122 FAX 800-363-0105 SME IL office (A/C.No.Ext): (A/C.No.): 200 East Randolph E-MAIL 5 Chicago IL 60601 USA ADDRESS: _ INSURER(S)AFFORDING COVERAGE NAIC# INSURED INSURERA: The Charter Oak Fire Insurance Company 25615 Meridian IT Inc. INSURER B: Travelers Property Cas Co Of America 25674 Nine Parkway North suite 500 INSURERC: The Phoenix Insurance Company 25623 Deerfield IL 60015 USA INSURER D: INSURER E: INSURER F: COVERAGES CERTIFICATE NUMBER: 570075849828 REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED.NOTWITHSTANDING ANY REQUIREMENT,TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES.LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. Limits shown are as requested INSR TYPE OF INSURANCE ADD SUBR POLICY NUMBER POLICY EFF POLICY EXP LIMITS LTR INSD WVD MM/DD/YYYY MM/DD/YYYY C X COMMERCIAL GENERAL LIABILITY DS 4 A 4 1 1 0410112020 EACH OCCURRENCE $1,000,000 CLAIMS-MADE X❑OCCUR DAMAGE TO RENTED $1,000,000 PREMISES Ea occurrence MED EXP(Any one person) $10,000 PERSONAL&ADV INJURY $1,000,000 N GEML AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X❑PE ❑LOC PRODUCTS-COMP/OP AGG $2,OOO,OOO 0 OTHER: O r A 810 8M493374 04/01/2019 04/01/2020 COMBINED SINGLE LIMIT AUTOMOBILE LIABILITY $1,000,000 Ea accident X ANYAUTO BODILY INJURY(Per person) Z OWNED SCHEDULED BODILY INJURY(Per accident) y AUTOS ONLY AUTOS HIRED AUTOS NON-OWNED PROPERTY DAMAGE ONLY AUTOS ONLY Per accident w G1 B X UMBRELLA LIAB X OCCUR CUP1320580A 04/01/2019 04/01/2020 EACH OCCURRENCE $5,000,000 L) EXCESS LIAB CLAIMS-MADE AGGREGATE $5,000,000 DED I X RETENTION$10,000 A WORKERS COMPENSATION AND UB8M497453 04/01/2019 04/01/2020 X PER OTH- EMPLOYERS'LIABILITY Y/N STATUTE ER ANY PROPRIETOR/PARTNER/EXECUTIVE E.L.EACH ACCIDENT $1,000,000 OFFICER/MEMBER EXCLUDED? N N/A (Mandatory in NH) E.L.DISEASE-EA EMPLOYEE $1,000,000 If yes,describe under DESCRIPTION OF OPERATIONS below E.L.DISEASE-POLICY LIMIT $1,000,000-- DESCRIPTION OF OPERATIONS/LOCATIONS/VEHICLES(ACORD 101,Additional Remarks Schedule,may be attached if more space is required) 1— Evidence of Insurance. x J r_7 �1 � J �J CERTIFICATE HOLDER CANCELLATION 7x; SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE y� EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE —- POLICY PROVISIONS. _ �J Meridian IT Inc. AUTHORIZED REPRESENTATIVE Nine Parkway North, Suite 500 Deerfield IL 60015 USA 14" Real sewr?ed ewe, ii ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD