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HomeMy WebLinkAbout2020-203-E IT - Meridian IT Mutare DocuSign Envelope ID: F69D8FD2-8262-47FC-BCCC-E5E48D84B33A [Departmental Use Only] TITLE MeridianlTMutare SvcBlk FY 20 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter "Agreement"), made and entered into this loth day of March, 2020, ("Effective Date") by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Meridian IT, Inc, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): This is an Agreement for a block of pre-paid dollars that may be used for ad-hoc services. Service requests can be for hourly break- fix/design/validation tasks or troubleshooting requests. Project type requests will require a Statement of Work (SOW) specific to that effort and will be scoped out as such. ii) By executing this Agreement, the 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. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. Revised 11/19 1 DocuSign Envelope ID: F69D8FD2-8262-47FC-BCCC-E5E48D84B33A i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional quality, accuracy and timely completion and/or submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns 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. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it and/or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) In determining the Basic Services to be provided, should any documents be referenced in this Agreement, the terms of this Agreement shall have priority in any conflict between the terms of referenced documents and the terms of this Agreement. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out and/or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign and/or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. Revised 11/19 2 DocuSign Envelope ID: F69D8FD2-8262-47FC-BCCC-E5E48D84B33A One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): This is an Agreement for a block of pre-paid dollars that may be used for ad-hoc services. Service requests can be for hourly break- fix/design/validation tasks or troubleshooting requests. Project type requests will require a Statement of Work(SOW) specific to that effort and will be scoped out as such. 4. Duration of Services a. Term. The term of this Agreement shall be from March 10, 2020 to March 20, 2021. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be March 11, 2020. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed five-thousand-dollars and no/100 Dollars ($5,000.00) (See Attachment A). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. 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. c. Additional Services. County shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless County requests such Revised 11/19 3 DocuSign Envelope ID: F69D8FD2-8262-47FC-BCCC-E5E48D84B33A additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Jim Northrup) to act as the County's representative with respect to the Project and shall have the authority to render decisions within guidelines established by the County Manager and/or the County Board of Commissioners and shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 7. Insurance a. General Requirements. 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 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 consist of 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. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination Revised 11/19 4 DocuSign Envelope ID: F69D8FD2-8262-47FC-BCCC-E5E48D84B33A a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days' prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County's convenience and without penalty to County upon three (3) days' notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. 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. Revised 11/19 5 DocuSign Envelope ID: F69D8FD2-8262-47FC-BCCC-E5E48D84B33A c. Non-Discrimination. 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 non-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.oran eg countync. o�partments/purchasing division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy 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. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider's performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. 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. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement, but only as an emergency fiscal measure during a substantial fiscal crisis. In the event of a change in the County's statutory authority, mandate and/or mandated Revised 11/19 6 DocuSign Envelope ID: F69D8FD2-8262-47FC-BCCC-E5E48D84B33A functions, by state and/or federal legislative or regulatory action, which adversely affects County's authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County's legal authority. i. Si natures. 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 I IA and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider's Name Attention:Jim Northrup William Patterson P.O. Box 8181 Nine Parkway North Ste 500 Hillsborough,NC 27278 Deerfield, Illinois 60015 [SIGNATURE PAGE TO FOLLOW] Revised 11/19 7 DocuSign Envelope ID: F69D8FD2-8262-47FC-BCCC-E5E48D84B33A IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: Doc 3799d6755uSigned by: OocuSigned by: �6lnJlni! RMA�LYJ�/2020 dJ`:LL`'"" 4 By a6E477... By. — 3A3FSC4408A74DC.. County Manager William Patterson, Vice President, Service Printed Name and Title Revised 11/19 8 DocuSign Envelope ID: F69D8FD2-8262-47FC-BCCC-E5E48D84B33At-x}+achment A Pre-Paid Block Agreement Orange County, North Omeridian IT Carolina Orange County,NC_MIT AGREEMENT Pre-Paid Project#: SRV136017 Block SRV136017 20200228v1.doc This document is an Agreement for work to be performed by Meridian IT Inc., ("Meridian")for Orange County, North Carolina ("Client"). Services being provided as part of this service agreement 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 agreement. Project Name: Pre-Paid Block Project Number: SRV136017 Date: February 28, 2020 Account Manager: Eric Billing Lead Architect: Multiple Resources Client Project Contact: Sally Kadle Meridian Services Group: Multiple Practice Scope of Services This is an Agreement for a block of pre-paid dollars that may be used for ad-hoc services. Service requests can be for hourly break-fix/design/validation tasks or troubleshooting requests. Project type requests will require a Statement of Work (SOW)specific to that effort and will be scoped out as such. Scheduling and Dates of Service Scheduling requests should be made to Meridian's Customer Service Team: CustomerServicet�meridianitinc.com or 800-343-5554. Requests will be serviced as quickly as possible, however there is no Service Level Agreement inherent in this Agreement. Meridian will respond to all requests within one (1) business day with the date a resource has been scheduled to address the request. Scheduling will be best-effort, with no service level guarantees, however business impacting emergency requests will be given a higher priority. Dates of service will be based upon mutual availability between Client and the assigned resource(s). Requests for an "on-call" engineer will be agreed upon in a Change Order, identifying the on-call timeframe and fees associated with the request. When a dedicated engineer is on-call, Client will be charged an on-call fee per hour for the duration of the on-call timeframe identified, or until the engineer is engaged to provide support. If an engineer is engaged and provides support during the on-call window, Client will be charged at the regular engineering rate for the work performed. For any request expected to require more than sixteen (16) hours of effort, Meridian will present a written time estimate in the form of a separate project SOW. Troubleshooting Because troubleshooting can require a significant amount of time, when engaged to assist in troubleshooting, Meridian will provide status updates to Client every four (4) hours and request approval to continue troubleshooting. Status updates will review what has been done, any progress that has been made, and next steps. Services for troubleshooting are billable and will be invoiced as such. If an unexpected technical issue occurs and standard sources for technical troubleshooting assistance is exhausted, it may become necessary for Client to open an incident with technical support services provided by a specific hardware or software manufacturer. These situations can occur on any project. The Client will be notified if a situation occurs where opening such an incident should be considered. At that time, the Client will need to decide if it is appropriate to continue troubleshooting and the Client will be responsible for the cost associated with resolving the incident. Incidents are kept open, and typically referenced to by specific "case numbers" until the problem is resolved. Meridian will stay engaged with third party technical support as billable time, if Client requires such assistance. Work Location • All Client sites are covered under this Agreement. Nine Parkway North,Suite 500 www.meridianitinc.com AGREEMENT-PPB Rev 7.2019 v4 Deerfield, IL 60015-2544 (847)964-2664 Page 1 of 5 DocuSign Envelope ID: F69D8FD2-8262-47FC-BCCC-E5E48D84B33A Pre-Paid Block Agreement Orange County, North Omeridian IT Carolina Orange County,NC_MIT AGREEMENT Pre-Paid Project#: SRV136017 Block SRV136017 20200228v1.doc Service Coordination Meridian's Service Operations Team provides service coordination for this Agreement. This includes scheduling and coordinating the necessary resources to execute professional services, as requested. The Team will create Change Orders when required, and present a separate project SOW, if necessary. Travel, Hours and Invoicing This Agreement is a Pre-Paid, Time & Materials agreement. Client will be invoiced for the total amount of the Agreement upon acceptance. Meridian will track all hours worked and deduct time as it is applied from the block of dollars, as a pre-paid balance remains available. Time will only be deducted for hours worked, with the following conditions: • Prices quoted are exclusive of travel expenses. Travel expenses will be incurred if onsite services are required by non-local Meridian resources. All travel expenses will be approved by Client in writing prior to booking and will be invoiced separately to Client, at actual cost. • For clients being serviced by resources from a local Meridian office, a travel charge will be applied for all on-site Avaya Collaboration and Cabling services based on distance from that office (defined in rate table below). Only Avaya Collaboration and Cabling services incur a travel charge. Travel charges will be deducted from the block. • For clients being serviced by resources from a local Meridian office, minimum hours are applied for all non-Avaya Collaboration/non-Cabling services. A minimum of one (1) hour will be charged for remote activities, a minimum of four (4) hours will be charged per onsite visit during normal business hours and a minimum of eight (8) hours will be charged per onsite visit for unscheduled or work outside Meridian's normal business hours. • If services performed exceed the remaining pre-paid balance, overages will be invoiced directly to Client. Client may decide to purchase another pre-paid block, at which time the overage will be deducted from the new pre-paid block balance. Pricing, Expiration and Renewal • If services are performed at a Prevailing Wage eligible location, a surcharge will be added to the hourly charges identified in the Rate Table below, in order to remain compliant with prevailing wages established by the Department of Labor& Industries. • Scheduled services cancelled with less than one (1) business day notice, may incur a $250 cancellation fee. • Prices quoted are exclusive of taxes. • This Agreement will expire when all pre-paid dollars have been used or one (1) year after the date of Client acceptance below (or Agreement date, if acceptance date is not provided), whichever is sooner. All remaining dollars will be forfeited at agreement expiration. • Prices quoted in this Agreement are protected for one (1) year from date of acceptance below (or Agreement date, if acceptance date is not provided), and will remain in effect unless either Party gives written cancelation to the other Party. • A Change Order (CO) will be issued to purchase an additional pre-paid block, which will extend the expiration date an additional twelve (12) months. Any rate changes for the new term will be identified in the CO. • Either party may cancel this agreement at any time with written notice. Services rendered prior to the written request to cancel will be deducted from the remaining pre-paid balance. Client is only obligated to pay for overages for services rendered prior to the written request to cancel. Nine Parkway North,Suite 500 www.meridianitinc.com AGREEMENT-PPB Rev 7.2019 v4 Deerfield, IL 60015-2544 (847)964-2664 Page 2 of 5 DocuSign Envelope ID: F69D8FD2-8262-47FC-BCCC-E5E48D84B33A Pre-Paid Block Agreement Orange County, North Omeridian IT Carolina Orange County,NC_MIT AGREEMENT Pre-Paid Project#: SRV136017 Block SRV136017 20200228v1.doc Client Responsibilities The success of professional services is dependent upon a partnership with Client. Failure to fulfill these responsibilities may impact Meridian's ability to successfully assist with service requests. The following activities are the responsibility of Client: • Provide PO#or any special invoicing instructions needed for this project. • Designate a primary technical contact who will handle related communications, preparation, and internal coordination activities for service requests. • Identify and coordinate additional Client resources, as needed. • Provide appropriate credentials for remote access to all required equipment. • Be available for onsite services and shall escort Meridian resource(s) through facilities, if required, at no additional cost to Meridian. • If additional security clearance and/or any testing is required of Meridian staff by Client, 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 and Limitations Meridian makes certain assumptions when creating an Agreement. Please carefully review the following list of assumptions and limitations that apply to the services provided under this Agreement: • Efforts will be made to perform services remotely. • Normal business hours are defined as Monday-Friday, 8:00am-6:00pm local time. • Meridian reserves the right to engage a trusted Business Partner to assist with service requests and shall remain responsible for all services provided to Client under this Agreement. Nine Parkway North,Suite 500 www.meridianitinc.com AGREEMENT-PPB Rev 7.2019 v4 Deerfield, IL 60015-2544 (847)964-2664 Page 3 of 5 DocuSign Envelope ID: F69D8FD2-8262-47FC-BCCC-E5E48D84B33A Pre-Paid Block Agreement Orange County, North Omeridian IT Carolina Orange County,NC_MIT AGREEMENT Pre-Paid Project#: SRV136017 Block SRV136017 20200228v1.doc Rate Table Project Management............................................................................................................$175.00 per hour Implementation: network, security, collaboration, server/storage, business applications, accelerated data platforms, structured cabling. Cisco Collaboration..............................................................................................................$185.00 per hour Design, implementation and troubleshooting: wired, dial-tone, voicemail, video and collaboration. Network................................................................................................................................$185.00 per hour Design, implementation and troubleshooting: wired, wireless, switched, routed, traffic engineering. Enterprise Network Security.................................................................................................$200.00 per hour Design, implementation and troubleshooting: perimeter security, identity management, VPN, IDS/IPS. Enterprise Cyber Security and Risk Management...............................................................$250.00 per hour Incident Response, STEM, Risk Assessment, Patch Management. Server/Storage.....................................................................................................................$200.00 per hour Design, implementation and troubleshooting: backup/recovery, x86, power, open systems, SAN and storage. Business Applications/Software...........................................................................................$200.00 per hour Design, implementation and troubleshooting: business applications and software installations. Accelerated Data Platforms .................................................................................................$250.00 per hour Design, implementation and troubleshooting: accelerated computing and shared storage optimization for open data platforms, AI/Deep Learning frameworks and solutions. Avaya Collaboration—Sites WITHOUT a signed Meridian Maintenance contract............$185.00 per hour* Design, implementation and troubleshooting: wired, dial-tone, voicemail, video and collaboration. Avaya Collaboration—Sites WITH a signed Meridian Maintenance contract...................$125.00 per hour* Design, implementation and troubleshooting: wired, dial-tone, voicemail, video and collaboration. Structured Cabling .............................................................................................................$110.00 per hour* Design, implementation and troubleshooting: structured cabling installations. *Client will be charged 1.5 times standard rate for all services performed outside normal business hours. Travel for On-site Avaya or Cabling Services ............Distance from Nearest MIT Office..........................Trip Charge Tier 1.................................................Less than or equal to 10 miles away..................................$50.00 Tier 2................................................. 11 to 30 miles away........................................................$95.00 Tier 3................................................. 31 to 60 miles away......................................................$190.00 Tier 4................................................. 61 to 90 miles away......................................................$285.00 Tier 5................................................. 91 to 120 miles away......................................................$380.00 Tier 6.................................................121 to 150 miles away......................................................$475.00 Tier 7.................................................151 to 180 miles away......................................................$570.00 Nine Parkway North,Suite 500 www.meridianitinc.com AGREEMENT-PPB Rev 7.2019 v4 Deerfield, IL 60015-2544 (847)964-2664 Page 4 of 5 DocuSign Envelope ID: F69D8FD2-8262-47FC-BCCC-E5E48D84B33A Pre-Paid Block Agreement Orange County, North Omeridian IT Carolina Orange County,NC_MIT AGREEMENT Pre-Paid Project#: SRV136017 Block SRV136017 20200228v1.doc Summary and Approval The above sections outline and define the service rates that will be invoiced by Meridian IT Inc. and/or its trusted partner in serving the needs of Client. A table of the hourly rates is provided above. Work deemed to be outside of this Agreement shall be agreed upon in writing by both parties and presented as a written estimate in the form of a separate project SOW. Agreement Description: Pre-Paid Block Total Charges: $5,000.00 Services being provided as part of this service agreement 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 Agreement and have caused this Agreement to be executed by their duly authorized representatives. Agreed to: Agreed to: Orange County, North Carolina Meridian IT Inc. By: By: (Authorized Signature) (Authorized Signature) Date: Date: Name: Name: Title: Title: Vice President, Services Phone: Phone: Fax: Fax: (847)444-8699 Client Billing Info (if not same as work location) Client Project Contact Attn: Email - Sally Kadle Name: Sally Kadle PO# Phone: Addr: Cell: Email: skadle@orangecountync.gov E-mail: skadle@orangecountync.gov If you have not received this Agreement via Meridian's e-signature process, please print, accept, scan and return this form to Meridian's Project Management Office at mitpmo(a-)_meridianitinc.com, which shall serve as authorization for Meridian to schedule the resources necessary to fulfill its obligations as defined in this Agreement. Nine Parkway North,Suite 500 www.meridianitinc.com AGREEMENT-PPB Rev 7.2019 v4 Deerfield, IL 60015-2544 (847)964-2664 Page 5 of 5 DocuSign Envelope ID: F69D8FD2-8262-47FC-BCCC-E5E48D84B33A 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 00 GEML AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $2,000,000 POLICY X❑PE ❑LOC PRODUCTS-COMP/OP AGG $2,000,000 u) 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 W G1 B X UMBRELLA LIAB X OCCUR CUP1320580A 04/01/2019 04/01/2020 EACH OCCURRENCE $5,000,000 U 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/PARTNERI 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 4m kale Sear *w &did, Bloc, ii ©1988-2015 ACORD CORPORATION.All rights reserved. ACORD 25(2016/03) The ACORD name and logo are registered marks of ACORD