HomeMy WebLinkAbout2022-185-E-IT Dept-Meridian IT-POB-Dentention gateway and configurationRevised 06/21
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[Departmental Use Only]
TITLE Meridian/Gateway
FY 22
NORTH CAROLINA
SERVICES AGREEMENT NO RFP/RFQ
ORANGE COUNTY
This Services Agreement (hereinafter “Agreement”), made and entered into this 12th day of
May, 2022, (“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): Purchase of Avaya gateway and processors for POB
and Detention and configuration of same (See Attachment A)
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 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.
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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): Purchase and configuration of equipment listed
in attached Proposal #011839 V3 (see Attachment A)
4. Duration of Services
a. Term. The term of this Agreement shall be from 12 May 2022 to 30 Jun 2022.
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 12 May 2022.
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 nine-thousand-four-hundred-
seventy-four and 50/100 Dollars ($9,474.50) (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.
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
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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
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
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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
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
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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 or 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 or 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.
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
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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
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 PO Box 33950
Hillsborough, NC 27278 Chicago, IL 60694
[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:
By: _________________________________
Bonnie Hammersley, County Manager
By: __________________________________
William Patterson, SVP Services and
Operations
Printed Name and Title
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
5/12/20225/17/2022
Revised 06/21
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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: IT Amount:
$9,474.50 Purpose: POB + Detention gateway and configuration 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 12 May 2022 Approved by Board Yes No Agenda Date:
--- For Section XIV. c. contracts only, Approved by Board in Current FY Budget Yes No
This agreement is approved as to technical form and co ntent 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 sufficie ncy 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 co pies only and is not required for Docusign contracts:
Office of the Clerk to the Board __________________________________________Date:_________
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
5/12/2022
5/12/2022
5/13/2022
5/17/2022
5/17/2022
Media GW
Configuration & New
GW SRV149741
Proposal #011839 V3
PREPARED FOR
Orange County, NC
Attachment A
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
Media GW Configuration & New GW SRV149741
Account Manager:Prepared for:Details:
Reece Hill
(706) 888-6874
reece.hill@meridianitinc.com
Proposal Prepared by:
Reece Hill
reece.hill@meridianitinc.com
Orange County, NC Proposal #:011839 v3
131 W Margaret Ln
Fl 2
Hillsborough, NC 27278
Froi Romero
fromero@orangecounty.nc.gov
(919) 245-2279
Delivery Date: 04/25/2022
Expiration Date: 05/13/2022
Products: Refurb G430 and S8300E
Part #Description Qty Price Ext. Price
R-700512174 G430 MP40 Gateway 1 $990.00 $990.00
R-700508955 S8300E Processor 3 $1,074.00 $3,222.00
Products: Refurb G430 and S8300E Subtotal:$4,212.00
Services
Description Qty Price Ext. Price
SOW: Media GW Configuration & New GW SRV149741 (Fixed Fee 100% Due Upon Completion)1 $5,262.50 $5,262.50
Services Subtotal:$5,262.50
Meridian IT Inc. - CONFIDENTIAL
Proposal #: 011839 v3
OppQ #: 149741
2/6
1110 W. Butler Rd. Suite E
Greenville, SC 29607
www.meridianitinc.com
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
Terms and Conditions
This proposal details Professional Services to be performed by Meridian IT Inc. (“Meridian”) for Orange County, North Carolina (“Client”). The parties hereto
acknowledge and agree that the Professional Services detailed in this proposal are governed by the following:
TERMS AND CONDITIONS
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.
Proposal Summary
Description Amount
Products: Refurb G430 and S8300E $4,212.00
Services $5,262.50
Total:$9,474.50
Lease options available; contact your Account Manager for the most up-to-date offers from Meridian Leasing.
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.
Meridian IT Inc.Orange County, NC
Signature:
Name:
Title:
Date:
Signature:
Name:
Title:
Date:
PO Number:
Additional Information:
Meridian IT Inc. - CONFIDENTIAL
Proposal #: 011839 v3
OppQ #: 149741
3/6
1110 W. Butler Rd. Suite E
Greenville, SC 29607
www.meridianitinc.com
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
SOW: Media GW Configuration & New GW SRV149741
Client Legal Name:Orange County, North Carolina
Project Name:Media GW Config. & New GW
Project #:SRV149741 v2
Lead Architect:Jack Lane
Client Service Location(s):
Services will be performed onsite for:
1200 US 70 W, Hillsborough, NC 27278
1020 US 70 W, Hillsborough, NC 27278
1100 US 70 W, Hillsborough, NC 27278
Client Project Contact:Froi Romero
Client Contact Email:fromero@orangecountync.gov
Client Contact Phone:919.245.2279
SCOPE OF SERVICES
Meridian IT Inc. ("Meridian") will perform the following services:
Deploy three (3) new locations for Client at the new Detention Center, EAC, and POB sites. Meridian will reconfigure two (2)
Client provided G430s, add a new G430 and provide programing and configuration of three (3) new S8300E LSPs at the new
locations.
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.
EXECUTE PHASE
During this phase, Meridian will coordinate with Client Project Contact to complete the following tasks:
Have a discovery call to go over requested changes.
Deploy and configure a new G430 and S8300 LSP at the POB location.
Reconfigure an existing G430 and deploy a new S8300 LSP at the Detention Center and EAC locations.
Provide one (1) cutover / go live support maintenance window for up to two (2) hours each as part of the location’s
installation work.
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.
Ensuring all deliverables are provided to close the project.
CLOSE PHASE
Meridian will present final copies of all deliverables to Client. Deliverables for this project include:
G430/LSP hardware working at each of the new locations.
Once all deliverables have been provided, Meridian will present a Project Completion Form (PCF) to confirm all services and
deliverables as described in this exhibit have been successfully completed.
Meridian IT Inc. - CONFIDENTIAL
Proposal #: 011839 v3
OppQ #: 149741
4/6
1110 W. Butler Rd. Suite E
Greenville, SC 29607
www.meridianitinc.com
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
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:
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.
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:
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).
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 Additional costs will result if the project extends beyond the estimated duration and will be documented in a
Change Order.
For Time and Materials engagements, 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.
Prices quoted are exclusive of taxes.
Prices quoted are protected for 30 days from the proposal date.
Prices quoted are inclusive of travel expenses. All travel expenses will be approved by Client in writing prior to booking
and will be invoiced at actual cost.
Meridian reserves the right to engage a trusted Business Partner to assist with service requests and shall remain
responsible for all services provided to Client under this agreement.
Meridian may require prepayment for services if credit is unsatisfactory upon Client signature.
LIMITATIONS, CHANGES AND EXCLUSIONS
Any changes to the project which require additions, omissions, or modifications to the original Scope of Services will be
documented in a change order and will need the review and written approval of both Meridian and Client. Approved changes
could result in additional or reduced overall costs.
Meridian IT Inc. - CONFIDENTIAL
Proposal #: 011839 v3
OppQ #: 149741
5/6
1110 W. Butler Rd. Suite E
Greenville, SC 29607
www.meridianitinc.com
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
CLIENT CONTACTS
The client contact listed above has been identified for directing the specific activities of their respective employees and has
sufficient authority to represent Client, on matters arising in connection with the performance of the respective services. Client
may replace the identified person on written notice to the other party.
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 #: 011839 v3
OppQ #: 149741
6/6
1110 W. Butler Rd. Suite E
Greenville, SC 29607
www.meridianitinc.com
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903
DocuSign Envelope ID: FF920F74-0C8F-4922-A52E-8DEFEAD5A903