HomeMy WebLinkAboutCS Microsoft Exchange update 3y
JEFFERSON COUNTY
BOARD OF COUNTY COMMISSIONERS
AGENDA REQUEST
TO: Board of Commissioners
FROM: Chris Goy, Central Services Director
DATE: May 8, 2023
RE: Updated Contract - Information "Technology Upgrade to County
Email Services
STATEMENT OF ISSUE: The on-premises 2013 Microsoft Exchange email solution
utilized by Jefferson County for the past decade needs to be upgraded to a cost-effective,
cloud-based solution.
ANALYSIS: Following the Board approval of the previous version of this contract(No.
MICROX 2023),the selected vendor CDW-G notified the County that they had incorrectly
included outdated terms of service in the Statement of Work language they had transmitted for
contract approval. The correct language has been updated, the total costs incurred by Jefferson
County remain unchanged, and the vendor has signed the contract prior to our contract review
process.
FISCAL IMPACT: Sixty-three thousand two dollars and zero cents($63,002.00).
RECOMMENDATION: Approval of the attached contract and cancellation of the
previously-passed contract(MICROX 2023).
REVIEWED BY:
Mark McCaul y County Administrator Date
CONTRACT REVIEW FORM Clear Form
(INSTRUCTIONS ARE ON THE NEXT PAGE)
CONTRACT WITH: CDW Government LLC Contract No: cu'405 2-3
Contract For: Microsoft Exchange Online Upgrade Term: May 9, 2023 through completion.
COUNTY DEPARTMENT: Central Services Department
Contact Person: Chris Goy,Central Services Director
Contact Phone: 360-385-9362
Contact email: cgoy@co.jetterson.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 CERTIFIES COMP ANCF)WITH JCC 3.55.080 AND CHAPTER 42.23 RCW.
CERTIFIED: ■❑ N/A:F
a5 /a Z /Z3
Signature Date
STEP 2: DEPARTMENT CERTIFIES THE PERSON PROPOSED FOR CONTRACTING WITH THE
COUNTY (CONTRACTOR) HAS NOT BEEN DEBARRED B ANY FEDERAL, STATE, OR LOCAL
AGENCY. %
CERTIFIED: F N/A: 0 � OS/aZ �Z�
Signature ` Date
STEP 3: RISK MANAGEMENT REVIEW(will be added electronically through Laserfiche):
Electronically approved by Risk Management on 5/3/2023.
STEP 4: PROSECUTING ATTORNEY REVIEW (will be added electronically through Laserfiche):
Electronically approved as to form by PAO on 5/3/2023.
Consistent with County standard PSA language.
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
I
PROFESSIONAL SERVICES AGREEMENT WITH CDW GOVERNMENT LLC
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 the CDW
Statement of Work "Exhibit "A" attached hereto including the provision of all labor. IF THERE
IS A CONFLICT BETWEEN ANY TERM IN THIS PROFESSIONAL SERVICES AGREEMENT AND
EXHIBIT A, EXHIBIT A WILL PREVAIL.
3. Time for Performance. This Agreement shall commence May 9, 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 15th 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.
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5. Ownership and Use of Documents. All non-confidential or de-identified documents, drawings,
specifications, and other materials produced by the Consultant in connection 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 connection with the
Consultant's performance of this Agreement. This insurance shall indicate on the certificate
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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 insurance
requirements be construed to conflict with or otherwise limit the obligations concerning
indemnification of the County.
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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.
I. 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.
m. 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.
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.
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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.
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
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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 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.
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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:
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
simultanPntts representations,disrussinnt, ripgntiations, and agreements,whether written or oral_
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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.
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.
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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
J e n i Digitally signed by
Board of County Commissioners Jeni Kapelinski
Jefferson County, Washington By ;I nin Date:2023.05.02
. 07:25-05'00'
Services Contract Manager
By: CDW Government LLC
Greg Brotherton, Chair Date
200 N. Milwaukee Ave.
Vernon Hills, IL 60061
By:
Kate Dean,Commissioner Date Date:
By:
Heidi Eisenhour,Commissioner Date
SEAL:
ATTEST:
Carolyn Gallaway Date
Clerk of the Board
Approved as to form only:
OC May 3, 2023
Philip C. Hunsucker Date
Chief Civil Deputy Prosecuting Attorney
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EXHIBIT A
STATEMENT OF WORK
Project Name: Microsoft Services Seller Representative:
Customer JEFFERSON COUNTY INFO SERVICES Sean McLellan
CDW Affiliate: CDW Government LLC +1 (206) 218-3956
seanmcl@cdw.com
Solution Architect:
Date: May 9, 2023 Chuck Christensen
Drafted By Desiree Pagan
This statement of work("Statement of Work" or "SOW") 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 INFO SERVICES
("Customer," and "Client,").
This SOW shall be governed by Seller's "SOW Services," accessed via the "Terms& Conditions" link at
http://www.cdwg.com (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. References in the Agreement to a SOW or a Work Order apply to this SOW.
The order of precedence is 1) the Agreement; 2) this SOW; 3) Customer's Professional Services
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
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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 Seller 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.
• 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.
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
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• 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.
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
Active Directory
Messaging Environment
Network
• Requirements Gathering and validation
Business requirements
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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
• 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)
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• Firewall requirements
• Server Requirements
o Transport Design
• DNS and Namespace design
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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 Journaling
• 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
• Distribution Lists
• Modern Groups (aka Office 365 Groups)
• DNS
o Autodiscover SCP
o Outlook on the Web (OWA)
o MAPI over HTTPS
• Public Folders
o Naming Review & Remediation
o Disbursement
Replica Layout
Coexistence
Exchange Roles
• Design
Migration to EXO
• Mail Routing
o Mail forwarding/OOF
o Accepted/Remote Domains
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o DNS Records
o Security
DKIM
DMARC
SPF
• Security
o Shared Responsibilities/Cloud Principles
o Organization Configuration
• DLP Rules
• Secure Score
o MFA
Admin
User
o Least-Privilege model (RBAC)
o Mail Forwarding lockdown
o Mobility
Auditing & Mailbox Logging
• Governance
• Modern Groups
o Public Folders
• Active vs. Inactive users
• Retention
• Network
o Bandwidth Estimating
0 DNS response
URL and IP Whitelisting
Connectivity
Cloud Best Practices
• Hardware Requirements consolidation and review
Role colocation
Virtualization
Network, Ports, Addresses & Bandwidth
• Licensing Requirements
Microsoft Licensing Requirements
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
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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 laterversion
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
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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 priorto 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.
• 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
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Outlook WebApp. 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.
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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 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
I. 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 ofyour 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 duringthe 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://docs.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
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I. 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 thisSOW; make timely decisions necessary to move performance of the
services forward; 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 necessaryfor 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 priorto 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:
I. 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
-t Migration of archive data and any data outside the legacy system
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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
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
Document that defines the business and technical
Exchange Online requirements and how the new solution will meet PDF with
Planning and Design these requirements. It will also provide a detailed list Architecture
of the resources that will be required to implement Diagram
Project plan detailing tasks, milestones, Microsoft Project or
Implementation and timelines for implementation of and Excel
Plan 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 orstolen equipment, other than solely as a result of Seller's gross
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negligence and willful misconduct.
This SOW can be terminated by either party without cause upon at least fourteen (14) days'
advance written notice.
PROJECT MANAGEMENT
Seller will assign a project management resource to perform the following activities during the project:
1. Kickoff Meeting
o Coordinate and facilitate kickoff meeting
o Review SOW including project objectives, schedule, and logistics
o Identify and confirm project participants
o Discuss project prerequisites
c Create and distribute escalation and contact lists
2. Project Schedule or Plan
o 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.
o Monitor project scope and expectations
o Identify and manage project risks
o Monitor the status and progress of the project and the quality of items provided
o Communicate at regular intervals as agreed upon
o Ensure project timelines, dependencies, budgets, and closure are met within the project
lifecycle
Status Meetings and Reports
o Status meetings will be conducted on a regular cadence schedule to proactively identify
any issues that may arise in order to mitigate risk
o Scheduling will be based on agreement with stakeholders, the estimated project
duration, and budget available
o Seller and Customer will discuss action items, tasks completed, tasks
outstanding, risks, issues,key decisions, and conduct a budget review
o The project management resource will document and distribute meeting notes
and/or action items forall meetings, and will act as the main POC to Customer, if
requested
4. Change Management
o When a change to a project occurs, the Seller's project change control process will be
utilized
o The project management resource will facilitate any necessary change order(s) and
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administrative task(s)as necessary
5. Project Closure
o 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:
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• 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
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.
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
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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).
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).
Table—Services Fees
Unit Type Unit Rate Billable Units Subtotal
Senior Engineer—Per Hour $255.00 130 $33,150.00
Project Manager—Per Hour $225.00 26 $5,850.00
Estimated Totals 156 $39,000.00
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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EXHIBIT B
CUSTOMER-DESIGNATED LOCATIONS
Seller will provide Services benefiting the following locations ("Customer-Designated Locations").
Location(s) Address
Headquarters 1820 Jefferson Street, Port Townsend, WA 98368
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