HomeMy WebLinkAbout2020-366-E-IT-Metasource software upgradeRevised 11/19 1
[Departmental Use Only]
TITLE
FY
NORTH CAROLINA
SERVICES AGREEMENT NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter “Agreement”), made and entered into this 29th day of
May, 2020, (“Effective Date”) by and between Orange County, North Carolina a political
subdivision of the State of North Carolina (hereinafter, the "County") and MetaSource, LLC,
(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 of the Application Xtender (AX) software to
version 16.3 or latest release.
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
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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.
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.
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3. Basic Services
a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows
(fully describe services to be provided):
(i) Attachment A - AX Upgrade - Quote (ii) Attachment B - AX Upgrade - SOW
4. Duration of Services
a. Term. The term of this Agreement shall be from 05/01/2020 to 12/31/2020.
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 June 15th,
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 ($5000.00).
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.
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
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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 NA (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
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.
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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.
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.
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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 an y 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
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.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 delivered by
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certified or registered mail, return receipt requested to the following:
Orange County Provider’s Name
Attention:Jim Northrup Metasource, LLC.Attn: Legal
P.O. Box 8181 67 W. 123490 S, Suite 300
Hillsborough, NC 27278 Draper, UT 84020
[SIGNATURE PAGE TO FOLLOW]
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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:
B y: _________________________________
Bonnie Hammersley
By: __________________________________
Randy Powell
Vice President
Printed Name and Title
DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C
5/28/20206/2/2020
Revised 11/19 9
ORANGE COUNTY—DEPARTMENT USE ONLY
______________________________________________________________________________
Party/Vendor Name: Metasource, LLC. Party/Vendor Contact Person: Edward W. Mackin, Jr. Contact Phone:
267-552-6314 Party/Vendor Address: 1900 Frost Road City Bristol State: PA Zip: 19007 Department: Tax
Amount: Five thousand dollars ($5000.00) Purpose: Software Upgrade Budget Code(s): 10315020/625010 Vendor
# (N/A if new vendor) Vendor is a BOCC consultant? Yes No Contract Type: (Check one) New
Renewal Amendment Effective Date 5/29/20 Approved by Board Yes No Agenda Date:
N/A
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 Sherri Ingersoll upon completion: singersoll@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: 903F6B48-F142-435C-93A4-C45D85234C2C
5/28/2020
5/28/2020
5/28/2020
5/29/2020
5/29/2020
May 11, 2020
Hardik C. Patel
Orange County, North Carolina
Information Technologies
131 W. Margaret Lane
Hillsborough, NC 27278
hpatel@orangecountync.gov
919-245-2280
Re: AX Upgrade
Thank you for your interest in the products and services of MetaSource. This Quote and following
Statement of Work (SOW) has been prepared for Orange County, North Carolina Information
Technologies (“Client”) to perform the services needed to upgrade the ApplicationXtender (AX) system
to the latest version using the most current backup from 10/2015. The estimated time and material costs
of services to be performed by MetaSource’s Professional Services team is as follows and further defined
in the Statement of Work section of this Quote.
Description Unit Price Total List Total not to
exceed
Perform services per the scope
defined in this document $250.00/hr. 20 hours $5,000.00
Travel Expenses - N/A Remote $0.00
Total Services $5,000.00
1. Pricing is based on the scope of services and assumptions listed in the SOW.
2. This quote will expire 60 days from the date listed above.
3. Project resources will be scheduled upon receipt of a Purchase Order and Signed Quote.
4. Invoicing will be based on the schedule defined in the SOW.
Thank you again for the opportunity to provide these services. If you have any questions or we can be of
further assistance, please do not hesitate to call.
Sincerely,
Ed Mackin
Executive Director, Maintenance & Channel Relations
MetaSource, LLC.
1900 Frost Road, Suite 100,
Bristol, PA. 19007
Office 267-552-6314 | Mobile 215.768.4570
edjr@metasource.com
www.metasource.com
Attachment A - AX Upgrade - Quote
DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C
Date Submitted: 10/24/2018 Client Name: Orange County Information
Technology
Author: Mark McIntyre Project #:
MS Project Mgr: TBD Client Business
Owner:
Hardik C. Patel
MS Acct Mgr: Ed Mackin Jr. SFDC #: ORANGE452016
Date Last
Modified:
05/11/2020 Client Priority: High - Must Have
Medium - Important
Low - Nice to Have
AX Upgrade
Objective
The Client has ApplicationXtender (AX) version 5.2 and experienced a database failure on 10/18/2016
with the last known good backup taken back on 10/25/2015. The database was running on a SQL 2000
server and the image files reside on share. The plan is to restore the last backup and upgrade the AX
system to the latest version 16.3 on new 2016 servers then recover the lost documents.
The following AX components are installed and need to be upgraded.
- AX Desktop Client
- AX License Server
The SQL database, due to its age, will need to be upgraded in two steps, one to a SQL 2008 server then
to the new SQL 2012, 2014 or 2016 server, which the Client is to provide. The image file share will need
to also be migrated to the new server as well, which the Client will perform.
No other customizations are needed at this time.
The Client wishes to also include training time to instruct on new administrative and user feature
functionality.
Scope of Services
To accomplish the objective, MetaSource will perform the following tasks:
1.Project Preparation
a. MetaSource will hold project planning meetings with the Client to review scope, set
expectations and determine a timeline for accomplishing the tasks below.
b. The Client is to provide a new 2016 server that meets supported server configuration for AX
16.3.
c. The Client will provide a domain service account that is a member of the local Administrators
group on the server for installation and running services.
2.AX Upgrade
Since the AX system has been down since 2016, the plan is to restore the database and perform the
upgrade of that database. Note that due to the old version of SQL it must be first upgraded to SQL
2008 then to the new SQL version, which will require upgrading to AX 7 before upgrading to 16.3.
a. The Client SQL DBA will perform all SQL tasks
b. MetaSource will obtain the upgraded AX license file. The Client must be current on AX
Software maintenance to enable the upgraded license file.
c. MetaSource will download new software to a share on the new server. This require internet
access to the MetaSource sFTP site.
d. Install and configure AX software on the new AX server, to include:
i. AX Administrator
ii. AX Desktop Client
Attachment B - AX Upgrade - SOW
DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C
iii.AX License Server
iv.Web Access
v.Rendering Server
e.The Client will send to MetaSource the 2015 backup file. MetaSource will restore it to a SQL
2008 server, perform an upgrade to version 7 then backup the database and send to the
Client.
f.The Client SQL DBA to restore the backup from MetaSource on the new SQL server
i.MetaSource will need SQL Management Studio access to the AX database to facilitate
table modifications necessary for the upgrade
g.Perform upgrade of AX, configure the AX Admin and test functionality
h.Perform up to 4 hours of Knowledge Transfer on AX, Web Access and AX Administrator
i.Client performs testing and training as needed
j.MetaSource will upgrade/install up to 2 AX desktop installs (scan stations). Additional work
stations can be included at an hourly rate.
k.Migrate image files to new server/Share
i.The Client is to configure new shares on the new server
ii.MetaSource will trigger Robo Copy from the current share to the new share
iii.The Client is responsible to monitor the copy process through to completion
iv.MetaSource will update the AX table to point to the new share.
Project Deliverables
As part of the completion of the project the following will be delivered
Upgraded AX system on new server
AX 16.3 Documentation (PDF)
Project Assumptions
The Services included in this quote are subject to the following assumptions:
1.All work to be performed remotely. Direct unattended Remote Access will be provided via VPN or
other direct Remote access process. Should remote access need to be through a Client associate
(attended mode), additional time may be needed to complete project tasks.
2.MetaSource will download all required software (and patches) to a directory on the new Server.
3.A domain service account will be provided who is a member of the local admin group on the
server with the following local security policies
a.Act as part of the operating system
b.Allow log on locally
c.Log on as a service
d.Replace process level tokens
4.Assumes that AX security will not be changed (not changing from CM to Windows for example).
5.Customizations are not included
6.The client is performing the image file migration. MetaSource will modify the AX table to point to
the new image file directory/share.
7.Delays out of MetaSource control may result in the need for additional hours to complete the
project work. If this occurs, MetaSource will notify the Client and submit a Change Request for
approval.
8.Costs for hardware and software are not included in Services fees.
9.Customer acknowledges that the purchase of MetaSource Professional Services is completely
independent of the purchase of software licences from MetaSource
10.MetaSource will obtain the upgraded AX licenses. The Client must be current on Maintenance in
order to receive the new upgraded license.
DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C
11. The Services and resulting deliverables may include advice and recommendations, but the Client
agrees that all decisions in connection with the implementation of such advice and
recommendations will be the responsibility of, and made by the Client
12. MetaSource is not responsible for any alteration or other modification made to a deliverable by
the Client or any third party (excluding any permitted subcontractors working for MetaSource) or
for any work performed by the Client or its contractors in connection with this engagement
13. MetaSource may rely upon any standard operating procedures or practices of the Client and any
direction or regulatory or other guidance provided by the Client
14. MetaSource is not providing any warranty regarding, and is not liable for, any Third Party
Products or the Client software, documentation, equipment, tools or other products or materials
Change Request Procedure
In the event a change in scope is required during the delivery of this service, the following change
request process will be used.
A written description of the changes (Change Request) will be prepared jointly by Client and
MetaSource.
The document will describe the change, the rationale for the change, and specify any change in
the charges, estimated schedule, or other terms.
The Change Request shall indicate the detailed cost and any impact of the change request upon
the planned deliverables and their respective timelines.
Both the Client and MetaSource must sign the Change Request to authorize implementation of
proposed changes.
Project Pricing and Invoicing
The fees set forth in this Quote represent MetaSource’s good faith estimate based upon information
known to MetaSource prior to signing this Quote and the assumptions, project dependencies,
responsibilities and other matters set forth in this SOW. MetaSource’s estimates do not represent a limit
or minimum requirement however, if the cost exceeds 10% of the total cost, MetaSource will submit a
Change Request to the Client for execution detailing the additional services and costs. The actual
resources to be deployed and resulting fees will depend on actual experience and need during the
project. MetaSource will charge its fees for this engagement on a Time & Materials basis. Accordingly,
the total fees to be paid by the Client will be based on the actual number of hours incurred.
MetaSource will invoice the Client monthly for Services rendered and the Client will pay such
amounts pursuant to the Agreement or, if not specified in the Agreement, net thirty days (30)
from invoice date
Project delays resulting from the Client owned resources, software or hardware issues may result
in additional fees should the timeline of the project be impacted by these delays
The fee provided herein is independent of any miscellaneous expenses, including travel and per
diem.
Services that require weekend or holiday work will be charged at one and a half times (1.5) the
quoted rate, unless otherwise agreed to in writing by the parties.
The cost herein is based on delivering the service hours as described in this SOW. Additional
hours will require a revised price quote in the form of an approved Change Request (CR).
MetaSource will have fulfilled its obligations under this Quote when any one of the following first
occurs:
o MetaSource provides the services specified this SOW or in any approved Project Change
Request or other written change authorization; or
o The client or MetaSource terminates the Services in accordance with the provisions of this
Quote and the Agreement.
Expenses and Other Charges
All work is to be performed remotely, no travel is included. Should the Client request onsite work, a
Change Request will be needed to cover estimated travel expenses and any additional hours that may be
needed.
DocuSign Envelope ID: 903F6B48-F142-435C-93A4-C45D85234C2C