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2021-398-E-Finance-Meridian IT Inc-Change Order for HA Server
CM8 Upgrade - CO01 Add SBC HA SRV145568 Proposal #011208 V1 PREPARED FOR Orange County, NC DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F 131 W Margaret Ln Fl 2 Hillsborough, NC 27278 Froi Romero fromero@orangecounty.nc.gov (919) 245-2279 Orange County, NC Account Manager:Prepared for:Details: Delivery Date: 06/16/2021 Expiration Date: 07/14/2021 CM8 Upgrade - CO01 Add SBC HA SRV145568 Reece Hill (706)888-6874 reece.hill@meridianitinc.com Proposal Prepared by: Kelly Jackson kelly.jackson@meridianitinc.com Proposal #:011208 v1 Description Qty Price Ext. Price Services Exhibit A1- CM8 Upgrade - CO01 Add SBC HA SRV145568 (Fixed Fee Services)1 $2,625.00 $2,625.00 Services Subtotal:$2,625.00 Description Amount Proposal Summary Services $2,625.00 Total:$2,625.00 By approving this order, you are affirming that you are a duly authorized representative of the indicated company and agree to be bound by this agreement’s terms and conditions. Only proposals that include Service Contracts will be countersigned and returned to the Client Contact. Signature: Name: Title: Date: Meridian IT Inc.Orange County, NC Signature: Name: Jim Northrup Title: Chief Information Officer Date: 22 June 2021 PO Number: Additional Information: Meridian IT Inc. - CONFIDENTIAL Proposal #: 011208 v1 OppQ #: 145568 2/3 320 N. Judd Parkway Suite 205 Fuquay Varina, NC 27526 www.meridianitinc.com DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F 6/22/2021 William Patterson SVP, Operations and Services 7/19/2021 Exhibit A1- Add SBC HA Client Legal Name:Orange County, North Carolina Project Name:CM8 Upgrade Project #:SRV 145568 Change Order Number:CO 01 Change Order Description:Add SBC HA Lead Architect:Jack Lane Change Order Author:Rick McTague Client Contact Requesting Change:Froi Romero Under the original SOW and executed Change Orders, Meridian IT Inc. (“Meridian”) provides Client which is currently using One- X Attendant R4 and will be upgrading their Avaya Aura Solution to R8. CHANGE TO SCOPE This Change Order (“CO”) documents the requested services, associated responsibilities, assumptions and corresponding charges. Once approved, this CO authorizes Meridian to perform the following out of scope services: Client has existing SBC R8.1 and requesting HA VM addition. CLIENT CONTACTS The client contact listed above has been identified for directing the specific activities of their respective employees and have sufficient authority to represent Client, on matters arising in connection with the performance of the respective services. Client may replace the identified persons on written notice to the other party. CLIENT RESPONSIBILITIES This CO is subject to the same responsibilities identified in the main agreement. ASSUMPTIONS AND REQUIREMENTS This CO is subject to the same Assumptions and Requirements identified in the main agreement. TERMS AND CONDITIONS This CO is subject to the same Terms and Conditions identified in the main agreement. SERVICE FEES The Service Fees detailed in the proposal will be invoiced fixed-fee per the following schedule: Invoice Schedule:100% Upon Completion Meridian IT Inc. - CONFIDENTIAL Proposal #: 011208 v1 OppQ #: 145568 3/3 320 N. Judd Parkway Suite 205 Fuquay Varina, NC 27526 www.meridianitinc.com DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Revised 07/20 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Meridian IT Inc Party/Vendor Contact Person: William Patterson Contact Phone: 315-362- 9209 Party/Vendor Address: 509 Erie Blvd. West City Syracuse State: NY Zip: 13204 Department: Finance Amount: $2,625.00 Purpose: Change Order for HA Server Budget Code(s): 10240120-540000 Vendor # 65209 (N/A if new vendor) Vendor is a BOCC consultant? Yes No X Contract Type: (Check one) New X Renewal Amendment Effective Date 22June2021 Approved by Board Yes NoX Agenda Date: This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F 6/22/2021 6/22/2021 6/22/2021 6/22/2021 7/7/2021 Holder Identifier : 7777777707070700077763616065553330752615777224545607770315573414030073741646365111330761535233045300007706255572674552077404513522307500714203377201235407162277132076330077727252025773110777777707000707007 6666666606060600062606466204446200620200426224022006220004060260200062220240400600200622200424006002006202004042262022060220262622422000620200404226002006200024040222420066646062240664440666666606000606006Certificate No : 570086922265 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 04/06/2021 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). 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. PRODUCER Aon Risk Services Central, Inc. SME IL Office 200 East Randolph Chicago IL 60601 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 25623The Phoenix Insurance CompanyINSURER A: 25615The Charter Oak Fire Insurance CompanyINSURER B: 25674Travelers Property Cas Co of AmericaINSURER C: INSURER D: INSURER E: INSURER F: FAX (A/C. No.):800-363-0105 CONTACT NAME: Meridian IT Inc. Nine Parkway North Suite 500 Deerfield IL 60015 USA COVERAGES CERTIFICATE NUMBER:570086922265 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 POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $1,000,000 $10,000 $1,000,000 $2,000,000 $2,000,000 A 04/01/2021 04/01/20226300D56946A PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $1,000,000B04/01/2021 04/01/2022 COMBINED SINGLE LIMIT (Ea accident) 810-8M493374 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $5,000,000 $5,000,000 $10,000 04/01/2021UMBRELLA LIABC 04/01/2022CUP1J20580A RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- PER STATUTEB04/01/2021 04/01/2022 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 UB8M497453 Each Wrongful ActZPL10N6964204/01/2021 04/01/2022 Claims Made $25,000SIR Aggregate Limit $8,000,000 E&O-MPL-PrimaryC SIR applies per policy terms & conditions $8,000,000 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of Insurance. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEMeridian IT Inc. Nine Parkway North, Suite 500 Deerfield IL 60015 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Revised 07/20 1 [Departmental Use Only] TITLE Meridian IT Avaya FY 21 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 21st day of April, 2021, (“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): Upgrade existing Avaya phone system to the most current release and move to a subscription model in the process. 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. 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 DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Revised 07/20 2 quality, accuracy and timely completion and 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 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 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 or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. 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. DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Revised 07/20 3 3. Basic Services a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): AVAYA voice over IP system (VoIP) software upgrade to a more robust call center environment to meet the pandemic response and vaccine distribution challenges. In order to accommodate the additional licenses needed, Avaya (manufacturer of phone system) requires an accompanying software upgrade to handle the increase in licenses. This contract will also move the current licensing model from perpetual with annual maintenance to a subscription model with maintenance built into the subscription costs. Labor, hardware and licensing costs are broken out in Attachment A. 4. Duration of Services a. Term. The term of this Agreement shall be from 21 April 2021 to 20 April 2024. 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 21 April 2021. 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 two-hundred-sixty-seven-thousand- seven-hundred-forty-six and 92/100 Dollars ($267,746.92) (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 additional services in writing and such additional services are evidenced by a written amendment to this Agreement. DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Revised 07/20 4 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 who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who 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 (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 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 DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Revised 07/20 5 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. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its obligations. 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. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. 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 DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Revised 07/20 6 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. 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.orangecountync.gov/departments/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 DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Revised 07/20 7 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 or mandated functions, by state 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. Signatures. 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. j. Notices. Any notice required by this Agreement shall be in writing and deliver ed by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Jim Northrup Meridian IT Inc P.O. Box 8181 Attn: William Patterson Hillsborough, NC 27278 Box33950,Chicago,IL60694 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Revised 07/20 8 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: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Willliam Patterson, SVP, Services & Operations Printed Name and Title DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07 4/21/20214/21/2021 DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Revised 07/20 9 ORANGE COUNTY—DEPARTMENT USE ONLY ______________________________________________________________________________ Party/Vendor Name: Meridian IT Inc Party/Vendor Contact Person: William Patterson Contact Phone: 315-362- 9209 Party/Vendor Address: 509 Erie Blvd. West City Syracuse State: NY Zip: 13204 Department: Finance Amount: $267,746.92 Purpose: Avaya VoIP upgrade Budget Code(s): 10240120-540000 Vendor # 65209 (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New Renewal Amendment Effective Date 21 April 2021 Approved by Board Yes No Agenda Date: 20 April 2021 This agreement is approved as to technical form and content and I as Department Director affirmatively state work on this project has not been initiated prior to execution of the agreement: Department Director’s Signature ________________________________________ Date: ________ Agreements for emergency services or repair are not subject to the above affirmation. If services related to this agreement have already begun or been completed please briefly describe the nature of the emergency condition that was addressed: N/A Information Technologies (Applicable only to hardware/software purchases or related services) This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board Received for record retention: All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for Docusign contracts: Office of the Clerk to the Board __________________________________________Date:_________ DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07 4/21/2021 4/21/2021 4/21/2021 4/21/2021 4/21/2021 DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Subscription (3-years) Proposal #007293 V5 PREPARED FOR Orange County, NC Attachment A DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F 131 W Margaret Ln Fl 2 Hillsborough, NC 27278 Froi Romero fromero@orangecounty.nc.gov (919) 245-2279 Orange County, NC Account Manager:Prepared for:Details: Delivery Date: 03/19/2021 Expiration Date: 03/31/2021 Subscription (3-years) Brittany McMahan (864) 399-7507 brittany.mcmahan@meridianitinc.com Proposal Prepared by: Brittany McMahan brittany.mcmahan@meridianitinc.com Proposal #:007293 v5 Description Qty Price Ext. Price CM Processor Upgrades 131 W MARGARET LN, HILLSBOROUGH, NC 27278 (Sold-To 5125867) CM MESSAGING R7 VIRTUAL APPLIANCE SYSTEM LICENSE LIC:DS,SR 1 $0.00 $0.00 AURA R8 SUITE CMM R7 SUPPORT TRACKING 1 $0.00 $0.00 SUPPORT ADVANTAGE COMMUNICATION MANAGER MODEL 1 $0.00 $0.00 SA PREFER SUPT CMM R7 VAPP SYS 3YR AN PREPD 1 $0.00 $0.00 SA PREFER SUPT WORKPLC ATTD R5 TRACKING 1 $0.00 $0.00 SUPPORT ADVANTAGE MODEL 1 $0.00 $0.00 300 W TRYON ST, HILLSBOROUGH, NC 27278 (Sold-To 5125943) APPLIANCE VIRTUAL PLATFORM R8 UTILITIES VAPP ENABLEMENT 1 $0.00 $0.00 S8300E SERVER 1 $2,016.00 $2,016.00 SUPPORT ADVANTAGE COMMUNICATION MANAGER MODEL 1 $0.00 $0.00 SUPT ADV PREFERRED REMOTE SITE TRACKING AURA R8 1 $0.00 $0.00 SUPPORT ADVANTAGE MODEL 1 $0.00 $0.00 2501 HOMESTEAD RD, CHAPEL HILL, NC 27516 (Sold-To 51668278) APPLIANCE VIRTUAL PLATFORM R8 UTILITIES VAPP ENABLEMENT 1 $0.00 $0.00 S8300E SERVER 1 $2,016.00 $2,016.00 SUPPORT ADVANTAGE COMMUNICATION MANAGER MODEL 1 $0.00 $0.00 SUPT ADV PREFERRED REMOTE SITE TRACKING AURA R8 1 $0.00 $0.00 SUPPORT ADVANTAGE MODEL 1 $0.00 $0.00 100 EUROPA DR, CHAPEL HILL, NC 27517 (Sold-To 5104490) APPLIANCE VIRTUAL PLATFORM R8 UTILITIES VAPP ENABLEMENT 1 $0.00 $0.00 S8300E SERVER 1 $2,016.00 $2,016.00 SUPPORT ADVANTAGE COMMUNICATION MANAGER MODEL 1 $0.00 $0.00 SUPT ADV PREFERRED REMOTE SITE TRACKING AURA R8 1 $0.00 $0.00 SUPPORT ADVANTAGE MODEL 1 $0.00 $0.00 510 MEADOWLAND DR, HILLSBOROUGH, NC 27278 (Sold-To 51590604) APPLIANCE VIRTUAL PLATFORM R8 UTILITIES VAPP ENABLEMENT 1 $0.00 $0.00 Meridian IT Inc. - CONFIDENTIAL Proposal #: 007293 v5 OppQ #: 145626 2/5 1110 W. Butler Rd. Suite E Greenville, SC 29607 www.meridianitinc.com DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Description Qty Price Ext. Price CM Processor Upgrades S8300E SERVER 1 $2,016.00 $2,016.00 SUPPORT ADVANTAGE COMMUNICATION MANAGER MODEL 1 $0.00 $0.00 SUPT ADV PREFERRED REMOTE SITE TRACKING AURA R8 1 $0.00 $0.00 SUPPORT ADVANTAGE MODEL 1 $0.00 $0.00 1207 EUBANKS RD, CHAPEL HILL, NC 27516 (Sold-To 51661984) APPLIANCE VIRTUAL PLATFORM R8 UTILITIES VAPP ENABLEMENT 1 $0.00 $0.00 S8300E SERVER 1 $2,016.00 $2,016.00 SUPPORT ADVANTAGE COMMUNICATION MANAGER MODEL 1 $0.00 $0.00 SUPT ADV PREFERRED REMOTE SITE TRACKING AURA R8 1 $0.00 $0.00 SUPPORT ADVANTAGE MODEL 1 $0.00 $0.00 1601 EUBANKS RD, CHAPEL HILL, NC 27516 (Sold-To 51661983) APPLIANCE VIRTUAL PLATFORM R8 UTILITIES VAPP ENABLEMENT 1 $0.00 $0.00 S8300E SERVER 1 $2,016.00 $2,016.00 SUPPORT ADVANTAGE COMMUNICATION MANAGER MODEL 1 $0.00 $0.00 SUPT ADV PREFERRED REMOTE SITE TRACKING AURA R8 1 $0.00 $0.00 SUPPORT ADVANTAGE MODEL 1 $0.00 $0.00 Subtotal:$12,096.00 Description Qty Price Ext. Price Year One Subscription + Upgrade Support UC CORE LICENSE FIXED SUBS ADJ LP 1075 $36.59 $39,334.25 1075 UC licenses gives you a total of 1290 UC ATTENDANT LICENSE FIXED SUBS ADJ LP 1 $579.81 $579.81 CC BASIC VOICE LICENSE FIXED SUBS ADJ LP 14 $588.71 $8,241.94 CC BASIC VOICE LICENSE FIXED SUBS ADJ LP 62 $286.81 $17,782.22 The 76 CC licenses gives you a total of 92 3RD PARTY CTI LIC FIXED SUBS 3YRAN 113 $0.00 $0.00 SA PARTS NBD SUPT CM SMALL SERVER 3YR AN PREPD 6 $302.82 $1,816.92 Year-1 Support for new processors Subtotal:$67,755.14 Description Qty Price Ext. Price Year Two Subscription + Upgrade Support UC CORE LICENSE FIXED SUBS ADJ LP 1075 $36.59 $39,334.25 1075 UC licenses gives you a total of 1290 UC ATTENDANT LICENSE FIXED SUBS ADJ LP 1 $579.81 $579.81 CC BASIC VOICE LICENSE FIXED SUBS ADJ LP 14 $588.71 $8,241.94 CC BASIC VOICE LICENSE FIXED SUBS ADJ LP 62 $286.81 $17,782.22 The 76 CC licenses gives you a total of 92 Meridian IT Inc. - CONFIDENTIAL Proposal #: 007293 v5 OppQ #: 145626 3/5 1110 W. Butler Rd. Suite E Greenville, SC 29607 www.meridianitinc.com DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Description Qty Price Ext. Price Year Two Subscription + Upgrade Support 3RD PARTY CTI LIC FIXED SUBS 3YRAN 113 $0.00 $0.00 SA PARTS NBD SUPT CM SMALL SERVER 3YR AN PREPD 6 $302.82 $1,816.92 Year-2 Support for new processors Subtotal:$67,755.14 Description Qty Price Ext. Price Year Three Subscription + Upgrade Support UC CORE LICENSE FIXED SUBS ADJ LP 1075 $36.59 $39,334.25 1075 UC licenses gives you a total of 1290 UC ATTENDANT LICENSE FIXED SUBS ADJ LP 1 $579.81 $579.81 CC BASIC VOICE LICENSE FIXED SUBS ADJ LP 14 $588.71 $8,241.94 CC BASIC VOICE LICENSE FIXED SUBS ADJ LP 62 $286.81 $17,782.22 The 76 CC licenses gives you a total of 92 3RD PARTY CTI LIC FIXED SUBS 3YRAN 113 $0.00 $0.00 SA PARTS NBD SUPT CM SMALL SERVER 3YR AN PREPD 6 $302.82 $1,816.92 Year-3 Support for new processors Subtotal:$67,755.14 Installation Part #Description Qty Price Ext. Price MIT-Installation Meridian IT Inc. Professional Services Estimate 1 $67,385.50 $67,385.50 Subtotal:$67,385.50 Discount Part #Description Qty Price Ext. Price Credit Subscription and Installation Bundle Discount 1 ($15,000.00)($15,000.00) 1.Pricing is based on use of the Avaya state of NC contract with ITS whereas Meridian is an authorized partner to use this contract vehicle. This affords Orange County Gov procurement, legal and terms of business protection that most Avaya partners can not provide to its clients. 2.Pricing is bundled with discounts based on delivery of all hardware, software and services listed in the quote. 3.Services are provided by local Meridian badged resources and all are Avaya certified. 4.Meridian will be fully responsible for all aspects of contract execution and will assign a certified Project Manager to ensure the desired business outcome is met and exceeded. 5.Meridian will dedicate resources to be responsible for records updates and maintenance throughout the life of the Subscription contract. Subtotal:($15,000.00) Meridian IT Inc. - CONFIDENTIAL Proposal #: 007293 v5 OppQ #: 145626 4/5 1110 W. Butler Rd. Suite E Greenville, SC 29607 www.meridianitinc.com DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Terms and Conditions If there is software included herein, Client hereby agrees to the terms of the applicable manufacturer's End User Licensing Agreement. If services are included as part of this purchase, a separate services contract may be provided for review and signature following the execution of this Proposal. Prices are subject to change and may exclude freight charges and applicable taxes, unless listed above. Rush orders may require an additional charge. Purchaser must obtain a valid RMA approval before returning any Equipment. Maintenance cancellations are subject to manufacturer approval. Any amounts paid by credit card will be charged a six percent (6%) convenience fee. Terms are Net 30 unless otherwise agreed to in writing. This proposal details Product, Software, and/or Maintenance to be source by Meridian IT Inc., (“Meridian”) to Orange County, NC (“Client”). The parties hereto acknowledge and agree that the acquisition of Product, Software and/or Maintenance in this proposal is governed by Meridian IT Inc. Terms and Conditions: https://www.themeridian.com/en-us/sales-terms-conditions Description Amount Proposal Summary CM Processor Upgrades $12,096.00 Year One Subscription + Upgrade Support $67,755.14 Year Two Subscription + Upgrade Support $67,755.14 Year Three Subscription + Upgrade Support $67,755.14 Installation $67,385.50 Discount ($15,000.00) Total:$267,746.92 By approving this order, you are affirming that you are a duly authorized representative of the indicated company and agree to be bound by this agreement’s terms and conditions. Only proposals that include Service Contracts will be countersigned and returned to the Client Contact. Signature: Name: Title: Date: Signature: Name: Title: Date: Orange County, NCMeridian IT Inc. PO Number: Additional Information: Meridian IT Inc. - CONFIDENTIAL Proposal #: 007293 v5 OppQ #: 145626 5/5 1110 W. Butler Rd. Suite E Greenville, SC 29607 www.meridianitinc.com DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F CM8 Upgrade SRV145568 Proposal #008911 V4 PREPARED FOR Orange County, NC DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F 131 W Margaret Ln Fl 2 Hillsborough, NC 27278 Froi Romero fromero@orangecounty.nc.gov (919) 245-2279 Orange County, NC Account Manager:Prepared for:Details: Delivery Date: 04/07/2021 Expiration Date: 05/01/2021 CM8 Upgrade SRV145568 Brittany McMahan (864) 399-7507 brittany.mcmahan@meridianitinc.com Proposal Prepared by: Kelly Jackson kelly.jackson@meridianitinc.com Proposal #:008911 v4 Description Qty Price Ext. Price Services Exhibit A1- CM8 Upgrade SRV145568 (Fixed-Fee Services) (Inclusive of Expenses)1 $62,526.50 $62,526.50 Subtotal:$62,526.50 Meridian IT Inc. - CONFIDENTIAL Proposal #: 008911 v4 OppQ #: 145568 2/8 320 N. Judd Parkway Suite 205 Fuquay Varina, NC 27526 www.meridianitinc.com DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Terms and Conditions This proposal details Services to be performed by Meridian IT Inc., (“Meridian”) for Orange County, North Carolina (“Client”). EXHIBIT TERMS AND CONDITIONS Exhibit A1 - CM8 Upgrade 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. Description Amount Proposal Summary Services $62,526.50 Total:$62,526.50 By approving this order, you are affirming that you are a duly authorized representative of the indicated company and agree to be bound by this agreement’s terms and conditions. Only proposals that include Service Contracts will be countersigned and returned to the Client Contact. Signature: Name: Title: Date: Signature: Name: Title: Date: Orange County, NCMeridian IT Inc. PO Number: Additional Information: Meridian IT Inc. - CONFIDENTIAL Proposal #: 008911 v4 OppQ #: 145568 3/8 320 N. Judd Parkway Suite 205 Fuquay Varina, NC 27526 www.meridianitinc.com DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Exhibit A1 - CM8 Upgrade Client Legal Name:Orange County, North Carolina Project Name:CM8 Upgrade Lead Architect:Jack Lane Project #:145568_v4 Client Service Location(s): Services will be performed onsite or remotely for: 131 W Margaret Ln., Hillsboroug, NC 27278 2501 Homestead Rd., Chapel Hill, NC 27516 300 W Tryon St., Hillsboroug, NC 27278 100 Europa Dr., Chapel Hill, NC 27516 110 Mayo St., 300 W Tryon St., Hillsboroug, NC 27278 503 W Franklin St., Chapel Hill, NC 27516 5800 HWY 86 N, Hillsboroug, NC 27278 510 Meadowland Dr, Hillsboroug, NC 27278 1207 Eubanks Rd., Chapel Hill, NC 27516 1601 Eubanks Rd., Chapel Hill, NC 27516 208 S Cameron St., Hillsboroug, NC 27278 2551 Homestead Rd., Chapel Hill, NC 27516 228 Churton, Hillsboroug, NC 27278 125 Court St., Hillsboroug, NC 27278 306 Revere Rd., Hillsboroug, NC 27278 103 Meadowland Dr, Hillsboroug, NC 27278 137 W Margaret Ln., Hillsboroug, NC 27278 600 HWY 86 N, Hillsboroug, NC 27278 Dates of Service:The dates of service will be mutually agreed upon once a valid, signed quote / proposal is received. SCOPE OF SERVICES Meridian IT Inc. ("Meridian") together with our trusted partner Scan Source Inc. will perform the following services. Meridian shall remain responsible for all services provided to Client under this Statement of Work ("SOW"). Client is currently using One-X Attendant R4 and will be upgrading their Avaya Aura Solution to R8. They require a new Breeze Server with a Workplace Attendant Snap-in deployed for two (2) Avaya Workplace Attendant positions. Meridian to upgrade the existing Avaya Aura CM R7.1 core solution to Aura CM R8.1. The new Avaya Aura solution will be configured on Client provided Nutanix and/or VMWare. The new solution includes the following: o Avaya Aura Communication Manager. o System Manager. o Session Manager. o Session Boarder Controller. o Application Enablement Services. o Avaya Messaging. o Workplace Attendant. o Avaya Aura Media Server. o SAL. o AADS. Provide remote/onsite Professional Services. PLAN PHASE Upon receipt of the signed proposal, Meridian will contact Client Project Contact to schedule the work and to coordinate gathering design and specification details as needed. Client will provide IP Addresses, network information including default gateway, subnet address, NTP address, DNS information, DHCP if applicable, and for voicemail to email SMTP server IP Address for base4 configuration. Meridian IT Inc. - CONFIDENTIAL Proposal #: 008911 v4 OppQ #: 145568 4/8 320 N. Judd Parkway Suite 205 Fuquay Varina, NC 27526 www.meridianitinc.com DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Client will be responsible for loading OVA files into their Nutanix and/or VMWare environment. Meridian Engineer will advise Client Contact if necessary. Client will provide adequate space within their facility for Meridian to rack/stack and connect all new servers and gateways. Client will provide trunking information including, SIP trunks, DID’s, call routing, and toll-free numbers. Client will work with their Provider in conjunction with Meridian on ensuring all necessary trunking requirements and established milestone dates are met. Client and Meridian will discuss and finalize a method of remote access via SAL for post implementation support. Meridian and Client will complete all necessary Information Gathering documents. Meridian will provide Client with an escalation list and contact list for all parties involved in the deployment of the new Core solution. Meridian will conduct a project kickoff call with Client and schedule ongoing project status meetings for the duration of the engagement. Meridian will provide and maintain a project plan. Meridian will provide recommendations for programming and configuration based on best practices and industry standards. Meridian will document the design and present to Client for approval prior to beginning the implementation of the solution. EXECUTE PHASE During this phase, Meridian will coordinate with Client Project Contact to complete the following tasks: Meridian will order and inventory all new licenses, hardware, and software. Meridian will pre-register all new equipment under Avaya guidelines. Meridian will work with Client to fill out an IP Workbook. Meridian will upgrade six (6) existing S8300D processors to current S8300E versions at the following locations: Whitted, Southern, Europa, Emergency Services, Solid Waste, and Animal Services. Meridian will update firmware on five (5) G450 gateways, sixteen (16) G430 gateways, and thirty-six (36) MM circuit packs. Meridian will upgrade existing Communication Manager R7.x simplex to current release. Meridian will upgrade existing System Manager R8.x to current release. Meridian will upgrade existing Session manager R7.x to current release. Meridian will upgrade existing SBC R8.x to current release. Meridian will upgrade existing AES R7.x to current release. Meridian will migrate existing CM-Messaging R7 to Avaya Messaging R10.8. Meridian will upgrade existing One-X Attendant R4 to Workplace Attendant R5. Meridian will upgrade existing SAL R3.x to current release. Meridian will deploy AADS R8.x to support Session Manager. Once all programming has been completed, Meridian will support a UAT (User Acceptance Testing) period for up to one (1) day remotely using a pre-established checklist for all programmable items. Meridian will make any corrections to the programming identified by Client during this UAT period. At a mutually agreed upon date and time, Meridian will perform a remote cutover to the upgraded Avaya solution. Using a pre-established checklist, Meridian and Client will test system functionality from end to end to verify a successful cutover. Meridian will remotely support a Client for one (1) day after the cutover event. Meridian will finally register all new Avaya equipment. Services Summary Remote Project Coordination Services. Remote Breeze Services. Remote Workplace Attendant Services. Remote Workplace Attendant Training. Remote Project Coordination will include Participate on one (1) initial kick-off call with Project Manager and the resources assigned. Schedule resources for the project. Single point of contact for the Project Manager. Meridian IT Inc. - CONFIDENTIAL Proposal #: 008911 v4 OppQ #: 145568 5/8 320 N. Judd Parkway Suite 205 Fuquay Varina, NC 27526 www.meridianitinc.com DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Remote Configuration for Workplace Attendant Snap-In for Breeze will include Participate in one (1) kickoff call with Project Manager and Client to discuss the requirements. Deploy Breeze in a Single Cluster with AAMS. Configure Workplace Attendant Snap-in on an Avaya Breeze Server in Client’s virtual environment. Configure Workplace Attendant integrations to the following: o System Manager. o Session Manager – Includes SIP Entity Addition. o Communication Manager. Configure Presence Snap-In on the Avaya Breeze platform. Configure existing AES for H.323/Digital Presence for Workplace Attendant. Does not include configuration of any other Snap-Ins on Breeze. Does not include custom development. Remote Workplace Attendant Services Remotely work with Client to deploy Workplace Attendant Client on two (2) Windows Desktops. Configure Workplace Attendant Client as per Avaya Requirements. Configure Active Directory Integration. Remote Workplace Attendant Training: Remote Client Training for up to four (4) hours the day before cutover during normal hours. Remote First Day of Business Support for up to eight (8) hours during normal hours. CONTROL PHASE Meridian will supply to Client a project manager to oversee the engagement. Meridian will coordinate the efforts between all 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 will perform include: Scheduling and coordinating the necessary resources to execute the project. Working with the assigned resources to develop a preliminary project schedule, including milestones and tasks. Facilitating regular status meetings and additional meetings, as required. Acting as a single point of contact for Client Project Contact and assisting in project escalations, when needed. Tracking project issues and creating change orders, when required. Tracking equipment deliveries. CLOSE PHASE Meridian will present a Project Completion Form (PCF) to confirm all services and deliverables as described in this exhibit have been successfully completed. CLIENT RESPONSIBILITIES The success of this solution is dependent upon a partnership with Client. Failure to fulfill the responsibilities detailed below may impact Meridian’s ability to successfully deliver the solution. The following activities are the responsibility of Client: Site and hardware/software/personnel preparations are assumed the responsibility of Client. Project Management will forward specific requirements and responsibilities related to agreed upon services/support implementation /deployment after a signed acceptance/authorization agreement has been submitted and work has been scheduled. Client is responsible for any site-specific action items, beyond this Statement of Work, that are identified as action items by consultants Installation Team prior to implementation. Client is responsible for providing IP addressing information, configuration of the Windows Desktop and loading O/S based on Avaya’s requirements. The proper performance and configuration of all existing Client and 3rd party equipment, software and circuits not explicitly included as part of these services. Designating a primary technical contact for all project related communications, preparations and internal coordination activities. The activities may include: o Providing a purchase order and/or any special invoicing instructions needed to process invoices associated with these services. o Ensuring that all pre-installation worksheets, if applicable, are completed and returned by the agreed upon date during pre-kickoff communications. Meridian IT Inc. - CONFIDENTIAL Proposal #: 008911 v4 OppQ #: 145568 6/8 320 N. Judd Parkway Suite 205 Fuquay Varina, NC 27526 www.meridianitinc.com DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F o Meeting requirements as detailed in the Exhibits associated with this Agreement. o Participating in the project kick-off call and any subsequent project meetings. o Identifying and coordinating additional Client resources required during the execution of these services. o Confirming that all environmental and physical considerations have been addressed (rack space, HVAC, access, cables, connectivity, etc.). Providing access required to successfully complete these services. Access may include: o Providing access to or escort (if needed) through facilities, including building and elevator access, at no additional cost to Meridian. o Providing appropriate credentials for access to all required equipment; or providing a project contact who will be available at all scheduled times to facilitate equipment access. Providing a detailed list of all security clearance and employee testing requirements needed prior to scheduling resources to perform these services. Fees associated with any such requirements and not specifically identified in this Agreement will be the responsibility of Client. ASSUMPTIONS AND REQUIREMENTS Meridian makes certain assumptions regarding environments, facilities and responsibilities when scoping services to be provided. Please carefully review the following list of assumptions and limitations that apply to the Service being provided. Failure to satisfy any assumption may negatively impact the proposed Service and result in increased costs: Project Specific VPN Access is required. Remote Desktop or escorted VPN is not acceptable for access. Business Partner will provide the following: o Project Manager. o Logins/passwords to existing Avaya Equipment if required. o Ensuring that proper licenses and hardware are ordered. o Pre-registration, SAL configuration and final GRT registration. o All other items not included in this scope of work. o Deployment and Base configuration of System/Session Manager, and Communication Manager. Assumes database integration is with System Manager or Active Directory. Does not include Presence for IP Phones or Digital Phones. All work to be completed remotely during normal business hours as a single phase. Project will be completed within eight (8) weeks of initial kick-off call or additional charges will apply. General The prices quoted are protected for 30 days from the proposal date. Any services activities performed at Client’s request that are outside those explicitly stated in this exhibit will be documented in a Change Order and invoiced separately. Additional costs will result if the project extends beyond the estimated duration and will be documented in a Change Order. Pre-existing issues with Client’s IT hardware, software or facilities that may prevent the successful completion of the project or contribute to production impacting service outages (that are not specifically identified as being remediated by the services provided in this project) must be addressed prior to the commencement of project services. The costs detailed in this exhibit are, in part, based upon: o Number of maintenance windows explicitly documented in the exhibit. An increase in the number of “visits” or maintenance windows may negatively impact the proposed project schedule and result in increased costs. o Project duration will be defined and agreed to by all parties during the Plan phase. Delays beyond this duration, not due to Meridian resources, may result in additional fees. o The estimate is accurate within +/- 20% based on initial information gathering. The design sessions may impact the overall scope and increase the estimate. If the expected schedule slips, or additional hours are needed due to unforeseen issues, the impact will be brought to the immediate attention of all involved parties. Meridian’s professional services are limited in scope to those detailed in this exhibit and are applicable only to the equipment detailed within this document, and the project’s Bill of Materials (if applicable). Prices quoted are exclusive of taxes and travel expenses. All travel expenses will be approved by Client in writing prior to booking and will be invoiced at actual cost. Meridian may require prepayment for services if credit is unsatisfactory upon Client signature. Meridian IT Inc. - CONFIDENTIAL Proposal #: 008911 v4 OppQ #: 145568 7/8 320 N. Judd Parkway Suite 205 Fuquay Varina, NC 27526 www.meridianitinc.com DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F LIMITATIONS, CHANGES AND EXCLUSIONS Any changes to the project which require additions, omissions, or modifications to the original Scope of Services will need the review and written approval of both Meridian and Client. Approved changes could result in additional or reduced overall costs. CLIENT CONTACTS The people listed below have been identified for directing the specific activities of their respective employees and have sufficient authority to represent Client, on matters arising in connection with the performance of the respective services. Client may replace the identified persons on written notice to the other party. Role Name Email Phone Billing Contact Email - Sally Kadle skadle@orangecountync.gov Project Contact Froi Romero romero@orangecountync.gov (919) 254-2279 SERVICE FEES The Service Fees detailed in the proposal will be invoiced fixed-fee per the following schedule: Invoice Schedule:50% Upon Contract Execution, the Balance Upon Completion Meridian IT Inc. - CONFIDENTIAL Proposal #: 008911 v4 OppQ #: 145568 8/8 320 N. Judd Parkway Suite 205 Fuquay Varina, NC 27526 www.meridianitinc.com DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F Holder Identifier : 7777777707070700077763616065553330763735764015474607663304671635132070671557046332320753414223257111107340455712674710077660711724545320770261115227613007324231152270130077727252025773110777777707000707007 6666666606060600062606466204446200622000606224022006222004042242202062202240402620200600222406226220206222204262062002062220042620622020620002406226022006202226260202620066646062240664440666666606000606006Certificate No : 570086940388 CERTIFICATE OF LIABILITY INSURANCE DATE(MM/DD/YYYY) 04/07/2021 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). 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. PRODUCER Aon Risk Services Central, Inc. SME IL Office 200 East Randolph Chicago IL 60601 USA PHONE (A/C. No. Ext): E-MAIL ADDRESS: INSURER(S) AFFORDING COVERAGE NAIC # (866) 283-7122 INSURED 25623The Phoenix Insurance CompanyINSURER A: 25615The Charter Oak Fire Insurance CompanyINSURER B: 25674Travelers Property Cas Co of AmericaINSURER C: INSURER D: INSURER E: INSURER F: FAX (A/C. No.):800-363-0105 CONTACT NAME: Meridian IT Inc. Nine Parkway North Suite 500 Deerfield IL 60015 USA COVERAGES CERTIFICATE NUMBER:570086940388 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 POLICY EXP (MM/DD/YYYY) POLICY EFF (MM/DD/YYYY) SUBR WVD INSR LTR ADDL INSD POLICY NUMBER TYPE OF INSURANCE LIMITS COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR POLICY LOC EACH OCCURRENCE DAMAGE TO RENTED PREMISES (Ea occurrence) MED EXP (Any one person) PERSONAL & ADV INJURY GENERAL AGGREGATE PRODUCTS - COMP/OP AGG X X X GEN'L AGGREGATE LIMIT APPLIES PER: $1,000,000 $1,000,000 $10,000 $1,000,000 $2,000,000 $2,000,000 A 04/01/2021 04/01/20226300D56946A PRO- JECT OTHER: AUTOMOBILE LIABILITY ANY AUTO OWNED AUTOS ONLY SCHEDULED AUTOS HIRED AUTOS ONLY NON-OWNED AUTOS ONLY BODILY INJURY ( Per person) PROPERTY DAMAGE (Per accident) X BODILY INJURY (Per accident) $1,000,000B04/01/2021 04/01/2022 COMBINED SINGLE LIMIT (Ea accident) 810-8M493374 EXCESS LIAB X OCCUR CLAIMS-MADE AGGREGATE EACH OCCURRENCE DED $5,000,000 $5,000,000 $10,000 04/01/2021UMBRELLA LIABC 04/01/2022CUP1J20580A RETENTIONX X E.L. DISEASE-EA EMPLOYEE E.L. DISEASE-POLICY LIMIT E.L. EACH ACCIDENT $1,000,000 X OTH- PER STATUTEB04/01/2021 04/01/2022 $1,000,000 Y / N (Mandatory in NH) ANY PROPRIETOR / PARTNER / EXECUTIVE OFFICER/MEMBER EXCLUDED?N / AN WORKERS COMPENSATION AND EMPLOYERS' LIABILITY If yes, describe under DESCRIPTION OF OPERATIONS below $1,000,000 UB8M497453 DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Orange County, NC is included as Additional Insured in accordance with the policy provisions of the General Liability policy. CANCELLATIONCERTIFICATE HOLDER AUTHORIZED REPRESENTATIVEOrange County, NC 131 W. Margaret Ln., Floor 2 Hillsborough NC 27278 USA ACORD 25 (2016/03) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. DocuSign Envelope ID: EED02ED9-819E-4ADA-A443-32DD732DFD07DocuSign Envelope ID: 0B58347A-6A2B-49ED-BA30-A0636FC4365F