HomeMy WebLinkAboutMicrosoft Upgrade JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of Commissioners
Mark McCauley, County Administrator
FROM: Chris Goy, Central Services Director
DATE: April 10, 2023
RE: Information Technology Upgrade to County Email Services
STATEMENT OF ISSUE: We have recently learned that Microsoft will soon stop
supporting the 2013 Microsoft Exchange email solution used by Jefferson County for the past
decade. Seamless and reliable email communications are essential for daily County operations.
ANALYSIS: Recent bandwidth issues and the end of Microsoft's support for our existing
email solution requires an immediate email system upgrade. Our Information Services team is
recommending that we:
• migrate to Microsoft's cloud-based email solution, Microsoft Exchange Online.
• contract with professional consultants with extensive expertise in successful and
efficient transitions from on-premises to cloud-based email solutions.
• purchase the first tranche of 500 annual licenses.
The attached proposed contract will implement the above recommendations of our Information
Services team.
FISCAL IMPACT: Sixty-three thousand two dollars and zero cents ($63,002.00)to be paid
using General Fund funds.
RECOMMENDATION: That the Board approve the attached proposed contract. In
addition, the Board is asked to commit to approving the associated 1 st Quarter Supplemental
request during the upcoming 1'Quarter Budget Supplemental Hearing.
REVIEWED BY:
Mark McCaul County Administrator , ate
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: CDW Government LLC Contract No: MICROX 2023
Contract For: Microsoft Exchange Online Upgrade Term: April 11, 2023 through completion.
COUNTY DEPARTMENT: Central Services Department
Contact Person: Chris Goy,Central Services Director
Contact Phone: 360-385-9362
Contact email: cgoy@co.jefferson.wa.us
AMOUNT: $63,002.00 PROCESS: Exempt from Bid Process
Revenue: Cooperative Purchase
Expenditure: Competitive Sealed Bid
Matching Funds Required: Small Works Roster
Sources(s) of Matching Funds N/A Vendor List Bid
Fund # 001 RFP or RFQ
Munis Org/Obj Other:
APPROVAL STEPS:
STEP 1: DEPARTMENT CERTIF*CPLICE JI 3.55. 80 AND CHAPT ,R .23 RCW.
CERTIFIED: ❑■ N/A:
gnature ate
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSE OR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NO BEEN DEB RE ANY ED1 ; S ATE, OR LOCAL
AGENCY.
CERTIFIED: O N/A:
tgnature ate
STEP 3: RISK MANAGEMENT REVIEW(will be added electronically thr h se riche):
Electronically approved by Risk Management on 4/4/2023.
STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 4/5/2023.
Standard professional services agreeement template. Approved as to
form on 04/05/2023
STEP 5: DEPARTMENT MAKES REVISIONS & RESUBMITS TO RISK MANAGEMENT AND
PROSECUTING ATTORNEY(IF REQUIRED).
STEP 6: CONTRACTOR SIGNS
STEP 7: SUBMIT TO BOCC FOR APPROVAL
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PROFESSIONAL SERVICES AGREEMENT WITH
THIS PROFESSIONAL SERVICES AGREEMENT(Agreement) is entered into by and between
Jefferson County(County) and CDW Government LLC (Consultant), upon the following terms and
conditions.
1. Project Designation. The Consultant is retained by the County to assist the County with
Information Technology Professional Services.
2. Scope of Services. Consultant agrees to perform the services identified on Exhibit"A"
attached hereto including the provision of all labor.
3. Time for Performance. This Agreement shall commence April 11, 2023 and continue
until work is complete. Work performed consistent with this Agreement during its term,
put prior to the adoption of this Agreement, is hereby ratified. The Consultant shall
perform all services pursuant to this Agreement as outlined on Exhibit"A". Time is of
the essence in the performance of this Agreement.
4. Payment. The Consultant shall be paid.by Jefferson County for completed work and for
services rendered under this Agreement as follows:
a. Payment for the work provided by Consultant shall be made as provided on
Exhibit"A" attached hereto, provided that the total amount of payment to
Consultant shall not exceed$63,002, in accordance with Section B. of Exhibit A,
without express written modification of the Agreement signed by each Party.
b. Invoices must be submitted by the 151h of the month for the previous month's
expenses. Such invoices will be checked by the County, and upon approval
thereof, payment will be made within 30 days to the Consultant in the amount
approved. Failure to submit timely invoices and reports pursuant to Exhibit B of
the Agreement may result in a denial of reimbursement. Invoices not submitted
within 60 days may be denied.
C. Final payment of any balance due the Consultant of the total contract price earned
will be made promptly once the County verifies completion of the work and
submittal of reports under this Agreement and acceptance by the County.
d. Consultant shall provide invoices and necessary backup documentation for all
services including timesheets and statements (specifying the services provided).
Any indirect charges require the submittal of an indirect cost methodology and
rate using 2 C.F.R. Part 255 and 2 C.F.R. Part 230.
e. The Consultant's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the County and state for a period of
six (6) years after final payments. Copies shall be made available upon request.
5. Ownership and Use of Documents. All non-confidential or de-identified documents,
drawings, specifications, and other materials produced by the Consultant in connection
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with the services rendered under this Agreement shall be the property of the County
whether the project for which they are made is executed or not. The Consultant shall be
permitted to retain copies, including reproducible copies, of drawings and specifications
for information, reference and use in connection with Consultant's endeavors.
Consultant shall not be held liable for reuse of documents or modifications thereof,
including electronic data, by the County or its representatives for any purpose other than
the intent of this Agreement.
6. Compliance with laws. Consultant shall, in performing the services contemplated by this
Agreement, faithfully observe and comply with all federal, state, and local laws,
ordinances and regulations, applicable to the services to be rendered under this
Agreement.
7. Audit. Upon request, Consultant will submit their most recent financial information.
a. Upon request the County shall have the option of performing an onsite review of
all records, statements, and documentation.
b. If the County finds indications of potential non-compliance during the monitoring
process, the County shall notify Consultant within ten(10) days. The County and
Consultant shall meet to discuss areas of contention in an attempt to resolve
issues.
8. Indemnification. The Consultant shall,defend, indemnify and hold the County, its
officers, officials, employees, agents and volunteers (and their marital communities)
harmless from any claims, injuries, damages, losses or suits, including attorney's fees,
arising out of or resulting from the acts, errors or omissions of the Consultant in
performance of this Agreement, except for injuries and damages caused by the sole
negligence of the County. Should a court of competent jurisdiction determine this
Agreement is subject to RCW 4.24.115 if liability for damages occurs arising out of
bodily injury to persons or damages to property caused by or resulting from the
concurrent negligence of the Consultant and the County, its officers, officials, employees,
agents and volunteers (and their marital communities)the Consultant's liability,
including the duty and cost to defend, shall be only for the Consultant's negligence. It is
further specifically understood that the indemnification provided constitutes the
Consultant's waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the
purposes of this indemnification. This waiver has been mutually negotiated by the parties.
This section shall survive the expiration or termination of this Agreement.
9. Insurance. Prior to commencing work, the Consultant shall obtain at its own cost and
expense the following insurance coverage specified below and shall keep such coverage
in force during the terms of the Agreement.
a. Commercial Automobile Liability Insurance providing bodily injury and property
damage liability coverage for all owned and non-owned vehicles assigned to or
used in the performance of the work for a combined single limit of not less than
$500,000 each occurrence with the County named as an additional insured in
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connection with the Consultant's performance of this Agreement. This insurance
shall indicate on the certificate of insurance the following coverage:.(a) Owned
automobiles; (b) Hired automobiles; and, (3)Non-owned automobiles.
b. Commercial General Liability Insurance in an amount not less than a single limit
of one million dollars ($1,000,000)per occurrence and an aggregate of not less
than two (2)times the occurrence amount($2,000,000.00 minimum) for bodily
injury, including death and property damage, unless a greater amount is specified
in the contract specifications. The insurance coverage shall contain no limitations
on the scope of the protection provided and include the following.minimum
coverage:
i. Broad Form Property Damage, with no employee exclusion;
ii. Personal Injury Liability, including extended bodily injury;
iii. Broad Form Contractual/Commercial Liability—including coverage for
products and completed operations;
iv. Premises—Operations Liability (M&C);
v. Independent Consultants and subcontractors;
vi. Blanket Contractual Liability.
c. The County shall be named as an"additional named insured"under all insurance
policies required by this Agreement, except Professional Liability Insurance when
not allowed by the insurer.
d. Such insurance coverage shall be evidenced by one of the following methods: (a)
Certificate of Insurance; or, (b) Self-insurance through an irrevocable Letter of
Credit from a qualified financial institution.
e. The Consultant shall furnish the County with properly executed certificates of
insurance that, at a minimum, shall include: (a) The limits of overage; (b) The
project name to which it applies; (c) The certificate holder as Jefferson County,
Washington and their elected officials, officers, and employees; and, (d) A
statement that the insurance policy shall not be canceled or allowed to expire
except on thirty(30) days prior written notice to the County. If the proof of
insurance or certificate indicating the County are "additional insureds"to a policy
obtained by the Consultant refers to an endorsement (by number or name) but
does not provide the full text of that endorsement, then it shall be the obligation of
the Consultant to obtain the full text of that endorsement and forward that full text
to the County. Certificates of coverage as required by this section shall be
delivered to the County within fifteen(15) days of execution of this Agreement.
f. Failure of the Consultant to take out or maintain any required insurance shall not
relieve the Consultant from any liability under the Agreement, nor shall the
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insurance requirements be construed to conflict with or otherwise limit the
obligations concerning indemnification of the County.
g. The Consultant's insurers shall have no right of recovery or subrogation against
the County (including its employees and other agents and agencies), it being the
intention of the parties that the insurance policies, with the exception of
Professional Liability Insurance, so affected shall protect both parties and be
primary coverage for all losses,covered by the above described insurance.
h. Insurance companies issuing the policy or policies shall have no recourse against
the County (including its employees and other agents and agencies) for payment
of any premiums or for assessments under any form of policy.
i. All deductibles in the above described insurance policies shall be assumed by and
be at the sole risk of the Consultant.
j. Any deductibles or self-insured retention shall be declared to and approved by the
County prior to the approval of this Agreement by the County. At the option of
the County, the insurer shall reduce or eliminate deductibles or self-insured
retention, or the Consultant shall procure a bond guaranteeing payment of losses
and related investigations, claim administration and defense expenses.
k. Insurance companies issuing the Consultant's insurance policy or policies shall
have no recourse against the County (including its employees and other agents
and agencies) for payment of any premiums or for assessments under any form of
insurance policy.
1. Any judgments for which the County may be liable, in excess of insured amounts
required by this Agreement, or any portion thereof, may be withheld from
payment due, or to become due, to the Consultant until the Consultant shall
furnish additional security covering such judgment as may be determined by the
County.
in. Any coverage for third party liability claims provided to the County by a"Risk
Pool" created pursuant to Ch. 48.62 RCW shall be non-contributory with respect
to any policy of insurance the Consultant must provide in order to comply with
this Agreement.
n. The County may, upon the Consultant's failure to comply with all provisions of
this Agreement relating to insurance, withhold payment or compensation that
would otherwise be due to the Consultant.
o. The Consultant's liability insurance provisions shall be primary and
noncontributory with respect to any insurance or self-insurance programs
covering the County, its elected and appointed officers, officials, employees, and
agents.
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p. Any failure to comply with reporting provisions of the insurance policies shall not
affect coverage provided to the County, its officers, officials, employees, or
agents.
q. The Consultant's insurance shall apply separately to each insured against whom
claim is made or suit is brought, except with respect to the limits of the insurer's
liability.
r. The Consultant shall include all subcontractors as insured under its insurance
policies or shall furnish separate certificates and endorsements for each
subcontractor. All insurance provisions for subcontractors shall be subject to all
the requirements stated herein.
s. The insurance limits mandated for any insurance coverage required by this
Agreement are not intended to be an indication of exposure nor are they
limitations on indemnification.
t. The Consultant shall maintain all required insurance policies in force from the
time services commence until services are completed. Certificates, insurance
policies, and endorsements expiring before completion of services shall be
promptly replaced. All the insurance policies required by this Agreement shall
provide that thirty (30)days prior to cancellation, suspension, reduction or
material change in the policy, notice of same shall be given to the County.
u. The Consultant shall place insurance with insurers licensed to do business in the
State of Washington and having A.M. Best Company ratings of no less than A-,
with the exception that excess and umbrella coverage used to meet the
requirements for limits of liability or gaps in coverage need not be placed with
insurers or re-insurers licensed in the State of Washington.
v. The County reserve the right to request additional insurance on an individual basis
for extra hazardous contracts and specific service agreements.
10. Worker's Compensation(Industrial Insurance).
a. If and only if the Consultant employs any person(s) in the status of employee or
employees separate from or in addition to any equity owners, sole proprietor,
partners, owners or shareholders of the Consultant, the Consultant shall maintain
workers' compensation insurance at its own expense, as required by Title 51
RCW, for the term of this Agreement and shall provide evidence of coverage to
the County,upon request.
b. Worker's compensation insurance covering all employees with limits meeting all
applicable state and federal laws. This coverage shall include Employer's
Liability with limits meeting all applicable state and federal laws.
c. This coverage shall extend to any subcontractor that does not have their own
worker's compensation and employer's liability insurance.
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d. The Consultant expressly waives by mutual negotiation all immunity and
limitations on liability,with respect to the County, under any industrial insurance
act, disability benefit act, or other employee benefit act of any jurisdiction which
would otherwise be applicable in the case of such claim.
e. If the County incurs any costs to enforce the provisions of this subsection, all cost
and fees shall be recoverable from the Consultant.
11. Independent Consultant. The Consultant and the County agree that the Consultant is an
independent contractor with respect to.the services provided pursuant to this Agreement.
The Consultant specifically has the right to direct and control Consultant's own activities,
and the activities of its subcontractors, employees, agents, and representatives, in
providing the agreed services in accordance with the specifications set out in this
Agreement. Nothing in this Agreement shall be considered to create the relationship of
employer and employee between the parties. Neither Consultant nor any employee of
Consultant shall be entitled to any benefits accorded County employees by virtue of the
services provided under this Agreement, including, but not limited to: retirement,
vacation pay; holiday pay; sick leave pay; medical, dental, or other insurance benefits;
fringe benefits; or any other rights or privileges afforded to County employees. The
County shall not be responsible for withholding or otherwise deducting federal income
tax or social security or for contributing to the state industrial insurance program,
otherwise assuming the duties of an employer with respect to Consultant, or any
employee of Consultant.
12. Subcontracting Requirements.
a. The Consultant is responsible for meeting all terms and conditions of this
Agreement including standards of service, quality of materials and workmanship,
costs, and schedules. Failure of a subcontractor to perform is no defense to a
breach of this Agreement. The Consultant assumes responsibility for and all
liability for the actions and quality of services performed by any subcontractor.
b. Every subcontractor must agree in writing to follow every term of this
Agreement. The Consultant must provide every subcontractor's written
agreement to follow every term of this Agreement before the subcontractor can
perform any services under this Agreement. The County must approve any
proposed subcontractors in writing.
c. Any dispute arising between the Consultant and any subcontractors or between
subcontractors must be resolved without involvement of any kind on the part of
the County and without detrimental impact on the Consultant's performance
required by this Agreement.
13. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or
retained any company or person, other than a bona fide employee working solely for the
Consultant,to solicit or secure this Agreement, and that he has not paid or agreed to pay
any company or person, other than a bona fide employee working solely for the
Consultant, any fee, commission, percentage, brokerage fee, gifts, or any other
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consideration contingent upon or resulting from the award or making of this Agreement.
For breach or violation of this warranty,the County shall have the right to annul this
Agreement without liability or, in its discretion to deduct from the contract price or
consideration, or otherwise recover, the full amount of such fee, commission, percentage,
brokerage fee, gift, or contingent fee.
14. Discrimination Prohibited. The Consultant, with regard to the work performed by it
under this Agreement, will not discriminate on the grounds of race, color, national origin,
religion, creed, age, gender, sexual orientation, material status, sex, or the presence of any
physical or sensory handicap in the selection and retention of employees or procurement
of materials or supplies.
15.No Assignment. The Consultant shall not sublet or assign any of the services covered by
this Agreement without the express written consent of the County. Assignment does not
include printing or other customary reimbursable expenses that may be provided in an
agreement.
16. Non-Waiver. Waiver by the County of any provision of this Agreement or any time
limitation provided for in this Agreement shall not constitute a waiver of any other
provision.
17. Termination.
a. The County reserves the right to terminate this Agreement at any time without
cause by giving ten(10) days written notice to the Consultant. Consultant may
terminate this Agreement at any time without cause by giving (10) days written
notice to the County.
b. The County shall give the Consultant written notice and a reasonable opportunity
to cure before this Agreement is terminated for cause.
c. In the event of the death of a member,partner, or officer of the Consultant, or any
of its supervisory personnel assigned to the project,the surviving members of the
Consultant hereby agree to complete the work under the terms of this Agreement,
if requested to do so by the County. This section shall not be a bar to
renegotiations of this Agreement between surviving members of the Consultant
and the County, if the County so chooses.
d. The County reserves the right to terminate this contract in whole or in part, with
10 days' notice, in the event that expected or actual funding from any funding
source is withdrawn, reduced, or limited in any way after the effective date of this
agreement. In the event of termination under this clause, the County shall be
liable for only payment for services rendered prior to the effective date of
termination.
18. Notices. All notices or other communications which any party desires or is required to
give shall be given in writing and shall be deemed to have been given if hand-delivered,
sent by facsimile, email, or mailed by depositing in the United States mail,prepaid to the
party at the address listed below or such other address as a party may designate in writing
from time to time. Notices to the Parties shall be sent to the following addresses:
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Jefferson County Risk Manager
P.O. Box 1220
Port Townsend, WA 98368
Notices to Consultant shall be sent to the following address:
Name: CDW Government LLC
Address: 200 N. Milwaukee Avenue, Vernon Hills, IL 60061
19. Integrated Agreement. This Agreement together with attachments or addenda represents
the entire and integrated Agreement between the County and the Consultant and
supersedes all prior negotiations, representations, or agreements written or oral. No
representation or promise not expressly contained in this Agreement has been made. This
Agreement supersedes all prior or simultaneous representations, discussions,
negotiations, and agreements, whether written or oral, by the County within the scope of
this Agreement. The Consultant ratifies and adopts all statements, representations,
warranties, covenants, and agreements contained in its proposal, and the supporting
material submitted by the Consultant, accepts this Agreement and agrees to all of the
terms and conditions of this Agreement.
20. Modification of this Agreement. This Agreement may be amended only by written
instrument signed by both County and Consultant.
21. Disputes. The Parties agree to use their best efforts to prevent and resolve disputes
before they escalate into claims or legal actions. Any disputed issue not resolved
pursuant to the terms of this Agreement shall be submitted in writing within 10 days to
the County representative listed in Section 18., whose joint decision in the matter shall be
final, but shall be subject to judicial review. If either party deems it necessary to institute
legal action or proceeding to enforce any right or obligation under this Agreement, each
party in such action shall bear the cost of its own attorney's fees and court costs. Any
legal action shall be initiated in the Superior Court of the State of Washington for
Jefferson County. The Parties agree that all questions shall be resolved by application of
Washington law and that the parties have the right of appeal from such decisions of the
respective Superior Courts in accordance with the laws of the State of Washington. The
Consultant hereby consents to the personal jurisdiction of the Superior Court of the State
of Washington for Jefferson County.
22. Section Headings. The headings of the sections of this Agreement are for convenience of
reference only and are not intended to restrict, affect, or be of any weight in the
interpretation or construction of the provisions of the sections or this Agreement.
23. Limits of Any Waiver of Default. No consent by either party to, or waiver of, a breach
by either party, whether express or implied, shall constitute a consent to, waiver of, or
excuse of any other, different, or subsequent breach by either party.
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24. No Oral Waiver. No term or provision of this Agreement will be considered waived by
either party, and no breach excused by either party, unless such waiver or consent is in
writing signed on behalf of the party against whom the waiver is asserted. Failure of a
party to declare any breach or default immediately upon the occurrence thereof, or delay
in taking any action in connection with, shall not waive such breach or default.
25. Severability. Provided it does not result in a material change in the terms of this
Agreement, if any provision of this Agreement or the application of this Agreement to
any person or circumstance shall be invalid, illegal, or unenforceable to any extent,the
remainder of this Agreement and the application this Agreement shall not be affected and
shall be enforceable to the fullest extent permitted by law.
26. Binding on Successors, Heirs and Assigns. This Agreement shall be binding upon and
inure to the benefit of the parties' successors in interest, heirs, and assigns.
27. No Assignment. The Consultant shall not sell, assign, or transfer any of rights obtained
by this Agreement without the express written consent of the County.
28. No Third-party Beneficiaries. The parties do not intend, and nothing in this Agreement
shall be construed to mean, that any provision in this Agreement is for the benefit of any
person or entity who is not a party.
29. Signature in Counterparts. The parties agree that separate copies of this Agreement may
be signed by each of the parties and this Agreement shall have the same force and effect
as if all the parties had signed the original.
30. Facsimile and Electronic Signatures. The parties agree that facsimile and electronic
signatures shall have the same force and effect as original signatures.
31. Arms-Length Negotiations. The parties agree that this Agreement has been negotiated at
arms-length, with the assistance and advice of competent, independent legal counsel.
32. Public Records Act. Notwithstanding any provisions of this Agreement to the contrary,
to the extent any record, including any electronic, audio, paper or other media, is required
to be kept or indexed as a public record in accordance with the Washington Public
Records Act, Chapter 42.56 RCW (as may be amended),the Consultant agrees to
maintain all records constituting public records and to produce or assist the County in
producing such records, within the time frames and parameters set forth in state law. The
Consultant further agrees that upon receipt of any written public record request,
Consultant shall, within two business days, notify the County by providing a copy of the
request per the notice provisions of this Agreement.
(SIGNATURES FOLLOW ON THE NEXT PAGE)
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JEFFERSON COUNTY WASHINGTON CDW Government LLC
Board of County Commissioners
Jefferson County, Washington
By: By:
Greg Brotherton, Chair Date
CDW Government LLC
By: Date:
Kate Dean, Commissioner Date
By:
Heidi Eisenhour, Commissioner Date
SEAL:
ATTEST:
Carolyn Gallaway Date
Clerk of the Board
Approved as to form only:
April 5, 2023
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
i
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EXHIBIT A
The following has been copied from a response submitted to the County on March 8, 2023 as an
application for this work.
This statement of work("Statement of Work" or"SOWS') is made and entered into on the last
date that this SOW is fully executed as set forth below("SOW Effective Date")by and between
the undersigned, CDW Government LLC ("Provider,"and"Seller,") and Jefferson County
Information Services ("Customer," and"Client,").
This SOW shall be governed by that certain City of Mesa Agreement Number 2018011
Information Technology Solutions & Services between CDW Government LLC and City of
Mesa, Arizona, administered by National IPA, effective March 1, 2018 (the"Agreement"). If
there is a conflict between this SOW and the Agreement, then the Agreement will control, except
as expressly amended in this SOW by specific reference to the Agreement.
PROJECT SCOPE
The Customer is a county government with an on prem 2013 environment and is initiating a
project to migrate their current Exchange On-prem environment to Exchange Online to transition
take advantage of the Exchange Online features and reduce their dependency in their on-prem.
system. The Customer is expecting to move all of their mailboxes to Exchange Online and
switch incoming email to Exchange Online. As part of this project, the Customer has reached out
to CDW for assistance in developing a design and plan as well as fully understanding the
required steps and best practices for this transition. They have some PSTs and a few Public
Folders with less than 1 GB of data.
During the engagement, Seller will utilize our experience with Microsoft Exchange Online to
make recommendations on how to best utilize the technology to meet your objectives. In
addition, Seller will leverage the knowledge gained through previous deployments to avoid
potential issues.
This engagement will:
• Develop a clear vision of the high-level solution goals and constraints.
• Unify the project team behind a common vision.
0 Identify business and technical requirements for the Exchange Online implementation.
• Determine the appropriate end-state Exchange Online implementation.
• Define sequence of tasks required for successful implementation.
• Implement and pilot the solution in the production environment.
• Deploy the solution to the remainder of the organization.
• Provide one or more detailed documents created specifically for Customer.
APPROACH
Seller will utilize a phased approach to achieving the goals outlined above.
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PROJECT KICK-OFF MEETING
Prior to the kick-off, Seller may provide Customer with a pre-engagement questionnaire. This
document will be used to establish a working understanding of your current environment. Areas
of focus include:
• Directory services infrastructure
• Network topology
• Overview of current environment
• User population and distribution
• Administrative practices and procedures (including change control)
If this documentation currently exists and Customer is willing to provide it to the Seller,this can
be submitted instead of the questionnaire.
Seller will begin with a project kick-off meeting with your core project team. The kick-off
meeting will last approximately one hour and will include:
• Introductions of Customer and Seller team members
• Establishment of roles and the project schedule
• Knowledge transfer and review of your company and vision
• Review of this SOW
• Review of the pre-engagement questionnaire or equivalent and clarification of questions
• Review of design session goals
• Requirement's definition
• Claiming Partner of Record(CPOR)process review
ESTABLISH CLAIMING PARTNER OF RECORD (CPOR)
For eligible workloads, Seller will provide Customer a CPOR Customer Guide that provides
direction on where the Domain Name &Directory ID can be located. Domain Name&Directory
ID will be provided back to Seller to associate Claiming Partner of Record (CPOR). CPOR
enables Seller to help Customer optimize the use of Microsoft Online Services for desired
business outcomes by providing Seller with access to usage and consumption data.
PLANNING AND DESIGN SESSIONS
Seller will work with the appropriate project team members and stakeholders from your
company in a series of discussions regarding the current and end-state design of your
infrastructure. Active participation and presence from key members of your staff is imperative
during this time to ensure requirements are clearly defined and validated, and that the design is
based upon those requirements.
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PLANNING SESSIONS
The Planning Sessions are interactive meetings with key members of your organization including
business and technical stakeholders as well as the project team. These discussions will focus on
identification of business and technical requirements and assumptions. Seller will also provide a
mapping of how those requirements can be met with Exchange Online. Any requirements which
cannot be met will also be called out. Knowledge transfer during planning is a valuable
Customer benefit and provides a foundation for successful operation of the solution after the
project is closed. At the conclusion of this session the project team will have a clear
understanding of how Exchange Online will be able to assist in meeting your business
objectives.
• Current Environment review:
o Active Directory
o Messaging Environment
o Network
• Requirements Gathering and validation:
o Business requirements
o Technical requirements
• Map requirements to Office 365 Service Descriptions:
o Office 365 Platform Service Description
o Exchange Online Service Description
o Exchange Online Archiving Service Description
o Exchange Online Protection Service Description
• Identify requirements not met by Exchange Online and recommend potential alternatives
DESIGN SESSIONS
Based on the requirements identified in the Planning session, Seller will work with the project
team to determine the end- state Exchange design. During the design sessions, priority will be
placed on quickly identifying the resources and system changes necessary for the production
implementation. In some circumstances the items listed below may have been identified prior to
the design session. Potential resources include:
• Server(physical or virtual) acquisition, installation, and configuration
• Data storage
• Network devices such as load balancers or reverse proxies
• Additional required licenses
• Security (including Certificates, DNS, etc.)
Potential changes include:
• Storage configuration
• Active Directory remediation
• Active Directory schema changes
• Implementation of firewall and web proxy rules
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• Software updates to current environment to support compatibility with the new version
Seller will make every effort to identify these resources and changes as early in the design
process as feasible. In some cases, the Customer may need several days or weeks to meet with
responsible stakeholders, acquire the identified resources, or implement the necessary changes.
This may affect the timeline for the production implementation.
• Core System Design:
o Directory Integration and Authentication:
■ Active Directory and Namespace Integration
■ Directory Synchronization
■ Supported authentication methods
■ External client support
■ Public Key Infrastructure (PKI)
■ Firewall requirements
■ Server Requirements
o Transport Design:
■ DNS and Namespace design
■ Routing
■ Accepted/Remote domains
■ Address Policies
■ Encryption:
• TLS Encryption with external domains
■ Server Requirements
• Compliance and Archiving:
o Transport Rules, Disclaimers and Signatures
o Data Loss Prevention(DLP)
o Message Joumaling
o Online Personal Archives
o Retention Tags and Policies
o Transitioning from managed folders
o Message Hygiene
o Message Encryption
• Hybrid Coexistence:
o Organization Configuration
o Object Change Procedures
o Gaps
• Outlook GAL Interactions:
o End Users changes/impact
o Distribution Lists
• Modern Groups (aka Office 365 Groups)
• DNS
o Autodiscover SCP
o Outlook on the Web (OWA)
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o MAPI over HTTPS
• Public Folders:
o Naming Review& Remediation
o Disbursement
o Replica Layout
o Coexistence:
■ Exchange Roles
■ Design
o Migration to EXO
• Mail Routing:
o Mail forwarding/OOF
o Accepted/Remote Domains
o DNS Records
o Security:
■ DKIM
■ DMARC
■ SPF
• Security:
o Shared Responsibilities/Cloud Principles
o Organization Configuration
o DLP Rules
o Secure Score
o MFA:
■ Admin
■ User
o Least-Privilege model (RBAC)
o Mail Forwarding lockdown
o Mobility
o Auditing& Mailbox Logging
• Governance:
o Modern Groups
o Public Folders
o Active vs. Inactive users
o Retention
• Network:
o Bandwidth Estimating
o DNS response
o URL and IP Whitelisting
o Connectivity
o Cloud Best Practices
• Hardware Requirements consolidation and review:
o Role colocation
o Virtualization
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o Network, Ports, Addresses & Bandwidth
• Licensing Requirements:
o Microsoft Licensing Requirements
o Third-party Software Requirements
• Gap analysis
DEPLOYMENT PLANNING
During the Design sessions, the hardware, software, and services required to implement the
solution will have been identified. During this phase, cost will be assigned to these resources.
Hardware and software quotes will be compiled. Tasks will be defined; resources will be
assigned, and timelines will be created for the deployment of the solution.
It will be the responsibility of Customer to provide quotes or pricing for any of the identified
resources if those resources are to be provided by a party other than Seller.
At the conclusion of this phase the Customer will have a clear understanding of the costs that
will be incurred to implement the solution as well as a timeline for the complete deployment.
• Project Plan
• High-level Work Items
• Milestones &timeline
• Resource Allocation Effort and Duration Estimates
• Dependencies
Seller has the right to amend the Pilot and Deployment estimates based on the results of the
Design session and Deployment Planning.
BUILD &PILOT
Seller will assist with the implementation and configuration of the Exchange Online transition
infrastructure as specified in the sessions. Any,testing requirements identified during the design
or planning phases will be conducted at this time, prior to the production implementation.
Various tools will be used to gather validate and remediate the environment prior to deployment.
These tools include, but are not limited to
• Office 365 Health, Readiness and Connectivity Checks
• Remote Connectivity Analyzer(RCA)
• IDFix ADSync Remediation tool
During the course of this project a new Office 365 tenant will be established and the appropriate,
Customer provided, licenses will be assigned to that tenant.
Azure Active Directory Connect with password synchronization will be installed and configured.
This will require:
• A single server running the 64-bit version of Windows Server 2012 SP1 or later version
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A single Exchange Server will be deployed into the existing Exchange infrastructure. The
Exchange Server will be leveraged to support long term coexistence between Exchange server on
premises and Exchange Online. The Exchange Hybrid Deployment wizard will be used to
configure the hybrid environment.
Windows Server OS version and AD forest/domain functional levels must meet minimum
requirements of the version of Exchange Server selected during Planning & Design.
There are a multitude of factors which can impact the total number of servers that must be
deployed. These factors will be discussed in detail during the Planning and Design sessions. If
the outcome of the design stipulates a different number of servers than specified above will be
required, then the hours associated with this component will need to be updated via a project
change request.
Seller will implement the Exchange configurations based on the previously established Design.
Seller will provide guidance and recommendations for configuration changes to the existing
environment, but the implementation of these configuration changes will be the responsibility of
Customer.
Due to the changes in how public folders are stored, legacy Exchange mailbox(es) are unable to
access the public folder hierarchy on Exchange Online. However, user mailbox(es)on Exchange
Online can connect to legacy on-premises public. Public folders will not be moved to Exchange
Online as part of the pilot. Validation that Mailbox(es) on Exchange Online can access legacy
on-premises public folders will be included within this pilot.
A pilot group of(25) user(s)will be migrated to the new environment. This pilot period will be
used to refine and validate the transition process and gather feedback on the impact to end
user(s).
PST files associated with the pilot mailbox(es) will be imported into the mailbox or Exchange
archive prior to moving the pilot mailbox to Exchange Online. Seller will only perform the PST
import to the mailbox(es). PST discovery, mailbox mapping and client reconfiguration is the
responsibility of the Customer.
Applications which depend on the legacy systems will not be migrated.
Seller has the right to amend the Deployment estimates based on the results of the Pilot.
DEPLOYMENT
Seller will assist Customer with the migration of the following resources to the new Exchange
infrastructure following the migration processes defined during the course of this project:
• Mailbox transition to Exchange Online for up to (500)mailbox(es).
• PST files associated with the migrating mailbox(es)will be imported into the mailbox or
Exchange archive prior to moving the mailbox to Exchange Online. Seller will only
perform the PST import to the mailbox(es). PST discovery, mailbox mapping and client
reconfiguration is the responsibility of the Customer.
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• Seller will configure cloud voicemail integration for up to (1) mailbox(es).
• Mailbox moves to Exchange Online.
• Only basic support post-move will be provided. Seller will verify that data is accessible
via Outlook Web App.
• Client configuration(Outlook and mobile device configuration), delegation and
automation support will be Customer's responsibility.
Over the course of the deployment, application dependences on the legacy system will be
identified. Seller will provide guidance and recommendations for the reconfiguration of these
systems. Migration, reconfiguration and testing of these applications are not the responsibility of
the Seller.
At the conclusion of the deployment, when all mailbox(es) have been moved, up to (1) Public
Folder database(s) and (1) GB of data will be converted to the "Modern Public Folders"
Architecture in Exchange Online.
At the conclusion of the deployment, the legacy system will remain in place to provide the
necessary infrastructure for those application dependencies which have not been transitioned to
the Exchange Online infrastructure. In some instances, it may also be necessary for legacy client
applications to remain installed to provide user access to the legacy system.
PROJECT EXECUTION
The project completion date will be no more than (17) week(s) from the Customer Kick-off
Meeting with the Seller team billing a minimum of(8)hour(s) per week per active engineer and
(4)hour(s)per active architect(if one is engaged) until the project is completed. If the work
week includes holidays or the Seller resource is otherwise unavailable, project minimums for the
week will be reduced for each day the team is unavailable.
The Customer may request a project be put on hold for up to (10) contiguous business day(s)
with written notification to the Seller team at least (5)business day(s) prior to the start of the
project hold. If the project hold exceeds the day limit, the project can be suspended which will
release the assigned engineer from the engagement and pause the engagement until it is
reactivated.
Timelines to reactivate a suspended project will be subject to Seller's resource availability to re-
engage. Seller will attempt to reengage the same resource(s) based on availability, but there is no
guarantee that the same resource(s) will be assigned to the engagement. Suspended projects may
also require a change order to reactivate to add additional hours to the engagement based on the
discretion of the project team.
The Seller may request a project be put on hold with written notification to the Customer team at
least(5)business days prior to the start of the project hold.
PROJECT CLOSURE AND NEXT STEPS
At the project's conclusion, a closure meeting will be held with Customer and Seller(Delivery
and Pre-Sales resources) to verify that all business and technical requirements of this
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engagement have been satisfied. If, during the engagement, next steps or recommendations have
been discovered by Seller those options will be presented to Customer for future action.
PROJECT ASSUMPTIONS
1. The internal/corporate network utilizes a single, continuous, fully routable private address
space. Internal clients have direct access to internal servers. Internal systems are not directly
accessible from public networks. External clients must establish connections to secure
intermediary device which will proxy or route connections to internal resources on the clients'
behalf(VPN, terminal server,reverse proxy, etc.).
2. The configuration and management of all systems which will be involved in the project are
under the control of your organization, either directly or through a third-party. The Seller may
request configuration changes to these devices and Customer will implement these changes
pending established change control procedures.
3. All hardware and software that will be implemented as part of this project or that will be
configured during the course of this project is covered under a vendor approved support contract.
4. Customer is running Microsoft supported version of on-prem services.
5. For hybrid deployments, all on-premises Exchange data to be migrated to Exchange Online
conforms to the current limits as specified here: https:Hdocs.microsoft.com/en-
us/office365/servicedescriptions/exchange-online-service- description/exchange-online-limits.
6. Customer acknowledges that Seller may earn a Microsoft incentive payment if Customer
purchases Microsoft products from Seller. Furthermore, Customer hereby consents to Seller
receiving any such payment from Microsoft and has no objections in relation thereto.
7. Group Management for groups synchronized using AADConnect will be managed in the on-
premises AD environment.
CUSTOMER RESPONSIBILITIES
1. For eligible workloads surrounding Claiming Partner of Record (CPOR), Customer will
provide Tenant Domain name and Directory ID to Seller prior to work beginning.
2. Communicate all material project matters to Seller's contact person.
3. Third-party application compatibility and support.
4. Provide at least one qualified technical person with system administration responsibilities.
5. Provide qualified personnel at your location(or any other location designated by you where
services are to be provided)to support your existing equipment.
6. Provide other full-time, qualified, knowledgeable personnel who will perform your obligations
under this SOW; make timely decisions necessary to move performance of the services forward;
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participate in this project to the extent reasonably requested by Seller; and reasonably assist
Seller with its performance of the services.
7. Provide Seller's personnel with appropriate levels of access and privilege to systems and
information necessary for Seller's performance of the services.
8. All servers (physical or virtual), server hosts and network devices (including but not limited to
gateways, load balancers, reverse proxies, session border controllers)to be utilized in the
deployment will be procured, assembled, installed, and configured with the base operating
system and network configuration prior to Seller consultants beginning work on those systems.
9. All software media and corresponding licenses and/or product keys will be provided to Seller
consultants prior to implementation.
10. All required certificates will be procured prior to implementation and will be provided to the
Seller consultant(s) or will be installed by your staff under the supervision of the Seller
consultant(s).
11. If the solution drives configuration changes and/or upgrades to other systems in the
environment, including but not limited to backup software, VDI, anti-spam/antivirus,
archiving/journaling, security/firewall, PBXs, and/or other gateway products,these changes and
the associated costs are not the responsibility of Seller.
12. Seller consultants will provide guidance on client(Outlook, mobile devices, multi-function
printers, etc.) configuration, but will not be responsible for the installation of software or
configuration of client devices.
13. If needed,third-party migration tool costs.
OUT OF SCOPE
Specific tasks outside this SOW include, but are not limited to:
1. Formal IT-Administration training. However, knowledge transfer is integral to our
approach throughout execution of our methodology.
2. Network assessment or remediation.
3. Migration of applications from the legacy system.
4. Migration of archive data and any data outside the legacy system.
5. Recovery of a tenant environment after expiration of trial periods and/or licenses.
6. Active Directory Federation Services Design or Implementation.
7. Multi-factor authentication.
8. Workloads of Office 365 or Azure other than Exchange Online, including but not limited
to:
o Office
o Skype for Business
o Microsoft Teams
o SharePoint
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o Yammer
o OneDrive
o Enterprise Mobility and Security
o Azure
9. Third party applications, e.g., fax server or voicemail system integration.
10. Level/Tier 1 end-user support during deployment.
11. Setup, management, or support of 3rd party products.
12. Migration of on-prem groups to Office 365 cloud only groups.
Services not specified in this SOW are considered out of scope and will be addressed with a
separate SOW or Change Order.
ITEM(S) PROVIDED TO CUSTOMER
ITEM DESCRIPTION FORMAT
Exchange Online Planning Document that defines the PDF with Architecture
and Design business and technical Diagram
requirements and how the
new solution will meet these
requirements. It will also
provide a detailed list of the
resources that will be
required to implement the
new solution.
Implementation Plan Project plan detailing tasks, Microsoft Project or Excel
milestones, and timelines for
implementation of and
migration to the new solution.
GENERAL RESPONSIBILITIES AND ASSUMPTIONS
• Customer is responsible for providing all access that is reasonably necessary to assist and
accommodate Seller's performance of the Services.
• Customer will provide in advance and in writing, and Seller will follow, all applicable
Customer's facility's safety and security rules and procedures.
• Customer is responsible for security at all Customer-Designated Locations; Seller is not
responsible for lost or stolen equipment, other than solely as a result of Seller's gross
negligence and willful misconduct.
• This SOW can be terminated by eitherparty without cause upon at least fourteen(14)
days' advance written notice.
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PROJECT MANAGEMENT
Seller will assign a project management resource to perform the following activities during the
project:
1. KICKOFF MEETING:
• Coordinate and facilitate kickoff meeting
• Review SOW including project objectives, schedule, and logistics
• Identify and confirm project participants
• Discuss project prerequisites
• Create and distribute escalation and contact lists
2. PROJECT SCHEDULE OR PLAN:
• Create a project plan that details the schedule and resources assigned to the project. The
schedule should align with the estimated project duration as established in the Project
Scheduling section.
• Monitor project scope and expectations
• Identify and manage project risks
• Monitor the status and progress of the project and the quality of items provided
• Communicate at regular intervals as agreed upon
• Ensure project timelines, dependencies, budgets, and closure are met within the project
lifecycle
3. STATUS MEETINGS AND REPORTS:
• Status meetings will be conducted on a regular cadence schedule to proactively identify
any issues that may arise in order to mitigate risk
• Scheduling will be based on agreement with stakeholders, the estimated project duration,
and budget available
• Seller and Customer will discuss action items,tasks completed, tasks outstanding, risks,
issues, key decisions, and conduct a budget review
• The project management resource will document and distribute meeting notes and/or
action items for all meetings, and will act as the main POC to Customer, if requested
4. CHANGE MANAGEMENT:
• When a change to a project occurs,the Seller's project change control process will be
utilized
• The project management resource will facilitate any necessary change order(s) and
administrative task(s)as necessary
5. PROJECT CLOSURE:
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• Once verbal scope completion is confirmed, a written Project Closure Acceptance will be
provided for client to formally acknowledge
• If desired, the project team will meet to recap, answer any questions, and address project
transition activities and next steps
CONTACT PERSONS
Each Party will appoint a person to act as that Party's point of contact("Contact Person") as the
time for performance nears and will communicate that person's name and information to the
other Party's Contact Person.
Customer Contact Person is authorized to approve materials and Services provided by Seller, and
Seller may rely on the decisions and approvals made by the Customer Contact Person(except
that Seller understands that Customer may require a different person to sign any Change Orders
amending this SOW). The Customer Contact Person will manage all communications with
Seller, and when Services are performed at a Customer-Designated Location,the Customer
Contact Person will be present or available. The Parties' Contact Persons shall be authorized to
approve changes in personnel and associated rates for Services under this SOW.
CHANGE MANAGEMENT
This SOW may be modified or amended only in a writing signed by both Customer and Seller,
generally in the form provided by Seller("Change Order"). Services not specified in this SOW
are considered out of scope and will be addressed with a separate SOW or Change Order.
In the event of a conflict between the terms and conditions set forth in a fully executed Change
Order and those set forth in this SOW or a prior fully executed Change Order,the terms and
conditions of the most recent fully executed Change Order shall prevail.
PROJECT SCHEDULING
Customer and Seller, who will jointly manage this project, will together develop timelines for an
anticipated schedule
("Anticipated Schedule") based on Seller's project management methodology. Any dates,
deadlines, timelines or schedules contained in the Anticipated Schedule, in this SOW or
otherwise, are estimates only, and the Parties will not rely on them for purposes other than initial
planning.
The following scheduling scenarios that trigger delays and durations to extend beyond what's
been planned may require a Change Order:
• Site preparation, such as power, cabling,physical access, system access,
hardware/software issues, etc. must be completed in a timely manner.
• Project tasks delegated to Customer PMs/Engineers/Techs/Management/Resources must
be completed in a timely manner. For example, in the event a project's prioritization is
demoted, and Customer resources are reallocated causing the project's schedule to extend
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on account of experiencing interruptions to its momentum requiring complete stop(s) and
start(s).
• External projects/dependencies that may have significant impact on the timeline,
schedule and deliverables. It is Seller's assumption that every reasonable attempt will be
made to mitigate such situations.
TOTAL FEES
The total fees due and payable under this SOW ("Total Fees") include both fees for Seller's
performance of work("Services Fees") and any other related costs and fees specified in the
Expenses section("Expenses").
Seller will invoice for Total Fees. Customer will pay invoices containing amounts authorized by
this SOW in accordance with the terms of the Agreement. Unless otherwise specified, taxes will
be invoiced but are not included in any numbers or calculations provided herein. The pricing
included in this SOW expires and will be of no force or effect unless it is signed by Customer
and Seller within thirty (30) days from the Date list on the SOW, except as otherwise agreed by
Seller. Any objections to an invoice must be communicated to the Seller Contact Person within
fifteen(15) days after receipt of the invoice.
SERVICES FEES
Services Fees will be calculated on a TIME AND MATERIALS basis.
The invoiced amount of Services Fees will equal the rate applicable for a unit of a service or
resource ("Unit Rate")
multiplied by the number of units being provided ("Billable Units") for each unit type provided
by Seller(see Table below).
Services Fees of$39,000.00 is merely an estimate and does not represent a fixed fee. Neither the
Billable Units of 156 nor the Services Fees are intended to limit the bounds of what may be
requested or required for performance of the Services.
Customer will be invoiced for actual time used on a monthly basis.
The rates presented in the table below apply to scheduled Services that are performed during
Standard Business Hours (meaning 8:00 a.m. to 5:00 p.m. local time, Monday through Friday,
excluding holidays). When Seller invoices for scheduled Services that are not performed during
Standard Business Hours, Services Fees will be calculated at 150% of the Unit Rates. For any
unscheduled(i.e., emergency) Services performed at any time of the day, Services Fees will be
calculated at 200% of the Unit Rates.
Any non-Hourly Units will be measured in one (1)unit increments when Services are performed
remotely or at any Customer-Designated Location(s) (as defined below).
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Any Hourly Units will be measured in one (1) hour increments with a minimum of one (1) hour
billed each day Services are performed remotely and four(4)hours billed each day Services are
performed at any Customer-Designated Location(s).
When Hourly Seller personnel must travel more than two (2)hours a day to work at any
Customer-Designated Location(s),there will be a minimum of eight(8)hours billed for each day
(less travel time that is invoiced pursuant to the"Expenses" section below).
Upon notice, Seller may adjust the rates below,provided that the rates will remain fixed for at
least six (6)months after the SOW Effective Date and then again for at least six (6)months after
any subsequent adjustment.
The rates below only apply to Services specified in this SOW as it may be amended by one or
more Change Order(s).
PROFESSIONAL SERVICE COSTS
Unit Type Unit Rate Billable Units Subtotal
Senior Engineer—Per $255.00 130 $33,150.00
Hour
Project Manager— $225.00 26 $5,850.00
Per Hour
Estimated Totals 156 $39,000.00
LICENSE COSTS
Item Qty Unit Price
Microsoft Exchange Online 500 $44.00/year
Plan 1 G - subscription license
/ 1 user
Subtotal $22,000.00
Sales Tax $2,002.00
Grand Total $24,002.00
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EXPENSES
All services under this SOW will be performed remotely; therefore, neither travel time nor direct
expenses will be billed for this project.
TRAVEL NOTICE
The parties agree that there will be no travel required for this project.
CUSTOMER-DESIGNATED LOCATIONS
Seller will provide Services benefiting the locations specified on the attached Exhibit
("Customer-Designated Locations").
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