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Contract No. 3545
PROFESSIONAL SERVICES AGREEMENT
This Professional Services Agreement (“Agreement”), entered into as of _________________(“Execution Date”), by and between the City of Santa Monica (“City”) and AdaptivEdge (“AdaptivEdge”), is made with reference to the following:
RECITALS:
A. The City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to carry on its business as it is now being conducted under the statutes of the State of California and the Charter of the City.
B. AdaptivEdge is qualified to do business, and is doing business, in the State of California. AdaptivEdge represents it has the background, knowledge, experience and expertise necessary to provide the services set forth in this Agreement.
C. The City and AdaptivEdge now desire to enter into an agreement for AdaptivEdge to provide professional services to the City.
NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows:
TERMS AND CONDITIONS
1. Term. This Agreement begins on the Execution Date and terminates on June 30, 2020, unless sooner terminated in accordance with Section 14.
2. AdaptivEdge Services. AdaptivEdge will perform all of the services (“Services”) described in Exhibit A, Scope of Services. AdaptivEdge will complete the Services in accordance with Exhibit B, Budget.
3. City Services. The City agrees to:
3.1 Make available to AdaptivEdge any currently existing documents, data or information required for the performance of the Services.
3.2 Designate a representative authorized to act on behalf of City.
3.3 Promptly examine and render findings on all documents submitted for staff review by AdaptivEdge.
4. Compensation. The City will compensate AdaptivEdge for the Services performed in an amount not to exceed $50,000, as set forth in Exhibit B.
5. Invoices. AdaptivEdge will invoice the City for the Services in accordance with Exhibit B and the City will pay any undisputed amount within 30 days of receipt.
6. Notices. All notices, demands, requests or approvals to be given under this Agreement, must be in writing and will be deemed served when delivered personally, DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 12/23/2019
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by email, or on the third business day after deposit in the United States mail, postage prepaid, registered or certified, addressed as follows:
6.1 All notices, demands, requests or approvals to the City:
Information Services Department
City of Santa Monica
1685 Main Street, Room 105
Santa Monica, California 90401
Attention: Joseph Cevetello, Chief Information Officer
Re: Contract No. 3545
with a copy to:
Santa Monica City Attorney’s Office
1685 Main Street, Third Floor
Santa Monica, California 90401
Attention: City Attorney
Re: Contract No. 3545
6.2 All notices, demands, requests or approvals to AdaptivEdge:
AdaptivEdge
2127 San Antonio Avenue
Alameda, CA 94501
Attention: Stephen Soper, Principal
[email protected], (415) 534-9477
Re: Contract No. 3545
7. Independent Parties. Both parties to this Agreement will be acting in an independent capacity and not as agents, employees, partners, or joint venturers of one another.
Neither the City nor its officers or employees will have any control over the conduct of AdaptivEdge or any of AdaptivEdge’s agents, employees, or subconsultants, except as otherwise provided in this Agreement.
8. Integrated Contract. This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties. Any preliminary negotiations and agreements of any kind or nature are merged into this Agreement. No oral agreement or implied covenant may be held to vary the provisions of this Agreement.
This Agreement may be modified only by written agreement signed by City and AdaptivEdge, and approved as to form by the City Attorney.
9. Insurance. Prior to commencing work, AdaptivEdge must procure, maintain and pay for insurance against claims for injuries to persons or damage to property that may arise from or in connection with the performance of the Services by AdaptivEdge or AdaptivEdge’s agents, representatives, employees or subconsultants for the duration of this Agreement. AdaptivEdge must obtain insurance that, at a minimum, meets the DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 - 3 -
requirements for insurance set forth in Exhibit C, Insurance Requirements and Verifications.
10. Defense and Indemnification.
10.1 Indemnification. As to AdaptivEdge’s Services produced under this Agreement, AdaptivEdge agrees to defend, indemnify, protect, and hold harmless the City, its agents, officers, boards and commissions, and employees (collectively, “City”) from and against any and all liability, claims, demands, damages, or costs, including but not limited to attorney’s fees, or payments for injury to any person or property (collectively, “Losses”) caused or claimed to be caused by the acts, errors and/or omissions of AdaptivEdge, or AdaptivEdge’s employees, agents, officers, and subconsultants. AdaptivEdge’s responsibilities under this Section 10.1 include liability arising from, connected with, caused by, or claimed to be caused by the active or passive negligent acts or omissions of the City, which may be in combination with the acts or omissions of AdaptivEdge, its employees, agents or officers, or subconsultants; provided, however, that AdaptivEdge’s duty to defend, indemnify, protect and hold harmless shall not include any Losses arising from the sole negligence or willful misconduct of the City. Notwithstanding AdaptivEdge’s obligation to defend City hereunder, City has the right to conduct its own defense and seek reimbursement for reasonable costs of defense from AdaptivEdge, if City chooses to do so.
10.2 Enforcement Costs. AdaptivEdge agrees to pay any and all costs the City incurs enforcing the indemnity, defense and hold harmless provisions set forth in Section 10.1.
11. Prohibition Against Transfers.
11.1 AdaptivEdge may not assign, hypothecate, or transfer this Agreement or any interest therein directly or indirectly, by operation of law or otherwise without the prior written consent of City. Any attempt to do so without the City’s consent will be null and void, and any assignee, hypothecatee or transferee acquires no right or interest by reason of such attempted assignment, hypothecation or transfer.
11.2 The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of AdaptivEdge or of any general partner or joint venturer or syndicate member of AdaptivEdge, if a partnership or joint venture or syndicate exists, which results in changing the control of AdaptivEdge, will be construed as an assignment of this Agreement. Control means 50% or more of the voting power of the corporation.
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12. Permits and Licenses. AdaptivEdge, at its sole expense, must obtain and maintain during the term of this Agreement all required business and professional permits, licenses and certificates.
13. Waiver. A waiver of any breach of this Agreement may not be deemed a waiver of any subsequent breach of the same or any other term, covenant, or condition of this Agreement.
14. Default and Termination.
14.1 If AdaptivEdge fails or refuses to perform any of the provisions of this Agreement, and if the default is not cured within a period of five days after the City’s written notice of default specifying the nature of the default, City may immediately terminate this Agreement by written notice to AdaptivEdge.
14.2 The City has the option, at its sole discretion and without cause, of terminating this Agreement by giving ten days’ written notice to AdaptivEdge. Upon termination of this Agreement, City will pay AdaptivEdge any compensation earned and unpaid up to the effective date of termination.
15. Compliance with Law. AdaptivEdge must comply with all laws of the State of California and the United States, and all ordinances, rules, and regulations enacted or issued by City.
16. Discrimination. AdaptivEdge may not discriminate in the provision of services hereunder because of race, color, religion, national origin, ancestry, sex, age, sexual orientation, marital status, AIDS or disability.
17. Nuisance. AdaptivEdge may not maintain, commit, or permit the maintenance or commission of any nuisance in connection with the performance of services under this Agreement.
18. Records.
18.1 AdaptivEdge must maintain complete and accurate records with respect to costs, expenses, receipts and other such information required by the City for any services provided where compensation is on the basis of hourly rates, subconsultant costs, or other direct costs. AdaptivEdge must keep the records, together with supporting documents, separate from other documents and records and maintain them for a period of three years after receipt of final payment.
18.2 AdaptivEdge must maintain records in sufficient detail to permit an evaluation of the Services and in accordance with generally accepted accounting principles. AdaptivEdge must clearly identify all records and make them readily accessible to the City. At the City’s request, AdaptivEdge must provide records in an electronic format and, if necessary, access to any proprietary software to view such electronic records.
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18.3 AdaptivEdge must allow the City to have free access to AdaptivEdge’s books and records and to inspect all work, data, documents, proceedings and activities related to this Agreement. The City has the right to examine or audit AdaptivEdge’s records, and AdaptivEdge agrees to cooperate with any examination or audit of its records. If a City audit discloses an error of 5% or more in information reported by AdaptivEdge, AdaptivEdge agrees to pay the cost of the City’s audit computed on the basis of four times the direct payroll of the audit staff completing the audit and audit report.
19. Work Product; Reports.
19.1 Any work product prepared or caused to be prepared by AdaptivEdge or any subconsultant for this Agreement will be the exclusive property of City. No work product given to or prepared by AdaptivEdge or any subconsultant pursuant to this Agreement may be made available to any individual or organization by AdaptivEdge without prior written approval by City.
19.2 At the City’s request, AdaptivEdge must furnish reports concerning the status of the Services.
20. Standard of Care. AdaptivEdge agrees to provide all Services, including services performed by any subconsultant, in a manner consistent with the level of care and skill ordinarily exercised by members of AdaptivEdge’s profession currently practicing in the same locality under similar conditions.
21. Subconsultants.
21.1 If AdaptivEdge proposes to have any subconsultant perform any part of the Services, AdaptivEdge must submit a request for approval in writing, describing the scope of work to be subcontracted, the name of the proposed subconsultant, and the total price or hourly rates used in preparing an estimated cost for the subconsultant’s services. The City, in its sole discretion, may grant or deny the request.
21.2 AdaptivEdge will be responsible for the quality of any subconsultant’s work.
Every subcontract or agreement of any kind entered into between AdaptivEdge and any subconsultant (or between any subconsultant and others) must contain the following provision:
This agreement is consistent with all terms and conditions of the Agreement No. 3545 entered into between the City of Santa Monica and AdaptivEdge on^^____________________.
22. Governing Law. The laws of the State of California, without regard to any choice of law provisions, will govern this Agreement.
23. Venue and Jurisdiction. The City and AdaptivEdge agree that the Services will take place in Los Angeles County. Any litigation arising out of this Agreement may only be DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 12/23/2019
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brought in either the United States District Court, Central District of California, or the Superior Court of California, County of Los Angeles, West District, as appropriate. The parties agree that venue exists in either court, and each party expressly waives any right to transfer to another venue. The parties further agree that either court will have personal jurisdiction over the parties to this Agreement.
24. Survival of Provisions and Obligations. Any provision of this Agreement, which by its nature must be exercised after termination of this Agreement, will survive termination and remain effective for a reasonable time. Any obligation that accrued prior to termination of this Agreement will survive termination of this Agreement.
25. Exhibits. The following exhibits are incorporated by reference into this Agreement as though fully set forth herein.
Exhibit A Scope of Services
Exhibit B Budget
Exhibit C Insurance Requirements
In witness whereof, the parties have caused this Agreement to be executed the day and year first above written.
ATTEST:
______________________________
DENISE ANDERSON-WARREN
City Clerk
APPROVED AS TO FORM:
______________________________
LANE DILG
City Attorney
CITY OF SANTA MONICA,
a municipal corporation
By: ______________________________
RICK COLE
City Manager
AdaptivEdge Corporation
#VENDOR
By: ________________________________
DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 Lane Dilg
12/23/2019
City Attorney
Principal
AdaptivEdge
12/23/2019
Stephen Soper
CIO
Joseph Cevetello
12/23/2019
Nikima Newsome
12/24/2019
Assistant City Clerk
Exhibit A
Scope of Services
DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 City of Santa Monica
Statement of Work
Police Department
SharePoint Online Migration
November 15, 2019
SOW 1174859321
Phone: 415.534.9477
E-Mail: [email protected]
Web: www.adaptivedge.com
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Table of Contents
Project Overview.......................................................................................................................................................3 Phase 1: Envisioning & Requirements Gathering......................................................................................................5 Phase 2: Change Management .................................................................................................................................6 Phase 3: Design & Development...............................................................................................................................8 Phase 4: Training Development & Planning............................................................................................................10 Phase 5: SharePoint Pilot Migration .......................................................................................................................11 Phase 6: Training Delivery.......................................................................................................................................12 Phase 7: SharePoint Migration & Cutover ..............................................................................................................13 Assumptions............................................................................................................................................................14 Customer Responsibilities.......................................................................................................................................16 Estimated Project Effort..........................................................................................................................................17 Total Project Cost....................................................................................................................................................17 Terms and Conditions.............................................................................................................................................18 Change Control .......................................................................................................................................................18 Statement of Work Acceptance ..............................................................................................................................18 DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 Confidential Page 3 12/3/19
Project Overview
AdaptivEdge is pleased to provide City of Santa Monica (“Customer” and “City”) the services outlined in this Statement of Work (“SOW”) for the Police Department (“Department” and “PD”) SharePoint Online Migration (the “Project”).
The Santa Monica Police Department is currently leveraging an on-premises file share for content storage and collaboration. The City is looking to modernize and achieve digital transformation by leverage Office 365.
Specifically, the City would like to leverage SharePoint Online (and potentially Microsoft Teams) to provide a better experience for end user collaboration. The Customer would like to migrate on-premises SharePoint content to Office 365 to leverage the latest SharePoint features and capabilities. The SharePoint on-premises content to migrate is approximately 25 GB and the Department has approximately 500 users.
As part of the migration, the Customer would like to ensure that the move to Office 365 helps facilitate greater collaboration within the organization. To ensure a high return on investment the Customer would like to ensure successful end user adoption throughout the organization. In parallel, it is important that the Office 365 deployment focus on security and restricting access to content based on established permissions and compliance standards.
In order to drive adoption and usage it is important that the Customer focus on making the migrated content easy to navigate, browse and search. Additionally, it’s key that the Office 365 solution facilitate easy to use publishing so that users can add new content and continue to keep it fresh and future-proof. The Department will greatly benefit from a well-designed SharePoint team site that brings important and relevant content together into a single location. Some of that content will include the content to be migrated from the onpremises file share, but some of it will likely need to be created by Department stakeholders.
AdaptivEdge’s proposed approach is to develop a Department SharePoint site and information architecture that will promote collaboration and make it easy for department employees to find the content they are looking for.
This will be achieved by working with the Customer’s key business stakeholders and department leaders to promote relevant existing content and develop new content that promotes departmental collaboration and gives the Department a communication channel to the rest of the City. The current on-premises file share content will be migrated to the PD SharePoint site(s) and departmental content will be aggregated onto a welldesigned and aesthetically appealing department home page.
Microsoft Teams should also be considered within the scope of the migration and the goal for optimizing organizational collaboration. Teams works very well for intradepartmental communication and AdaptivEdge will work with the Customer to understand how users and departments can best leverage Teams as part of the migration and intranet design.
The project scope will include the following phases:
• Phase 1: Envisioning & Requirements Gathering
• Phase 2: Change Management (Optional)
• Phase 3: Design & Development
• Phase 4: Training Development & Planning
• Phase 5: SharePoint Pilot Migration
• Phase 6: End User Training
• Phase 7: SharePoint Migration & Cutover
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AdaptivEdge will be responsible for all Office 365 and SharePoint migration work outlined and included in this SOW. The delivery team will consist of a Senior Microsoft SharePoint Architect, Change Management Consultant and Project Manager. The project is expected to take eight to twelve weeks depending on Customer availability and scheduling for application validation and planned cutover windows.
The process used and end solution deployed for the Police Department will provide a re-usable template that the City can leverage for additional departmental migrations to Office 365.
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Phase 1: Envisioning & Requirements Gathering
Overview
During this phase, AdaptivEdge consultants will lead Customer stakeholders through the process of collecting and analyzing requirements, work patterns, resources, roles, and content to establish the definition for a successful end-state. AdaptivEdge works with Customer business and technical stakeholders and staff to develop a clear vision of the strategy for developing the solution, and how it will deliver business value. This phase will establish the foundational structure for the information architecture, content scope, as well as the project vision for the subsequent phases.
Prerequisites
ü Customer use cases
ü Customer business requirements
ü Business, technical stakeholders have been identified and time scheduled for required input ü Full access to on-premises file server content for the Department Tasks
q Understand staff needs
o Plan and schedule meetings as appropriate based on initial input from staff o Conduct interviews on-site with stakeholders, staff and technical users o Gather usage metrics from current intranet and existing work processes q Inventory and analyze content
o Run recursive PowerShell inventory reports on the DFS content o Review DFS reports and assemble a model of the current folder structure o Review existing SharePoint Online content including site collections, sites, lists and libraries o Conduct card-sorting and information architecture design sessions q Develop user profiles for Police Department users within a set number of User Personas q Develop user requirements per user profile
q Define project team roles and project timelines
q Develop success criteria
Completion Criteria
ü Interviews completed and all pertinent information gathered and analyzed ü Draft information architecture strategy developed
ü Vision & Scope document delivered and reviewed with the Customer ü User Profile document detailing requirements for each persona/profile ü Project plan / product backlog delivered and reviewed with the Customer DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 Confidential Page 6 12/3/19
Phase 2: Change Management
Overview
The City understands that the implementation of Office 365 will have a great positive impact on the organization if rolled out successfully and adopted fully across the city’s departments. With over 500 users Department users, user acceptance and adoption cannot be simply assumed. A concerted effort to get all constituencies aware, supportive, and ready for the change will be critical for overall project success and return on investment realization.
AdaptivEdge has years of successful change-related implementation experience. We apply our experience through our Change Management Organization (CMO) Methodology to serve as a guide for project activities.
AdaptivEdge applies the applicable actions and deliverables to ensure an effective and efficient project delivery and adoption.
Prerequisites
ü Administrative access to the Customer’s Office environment ü Availability of all required stakeholders and IT personnel Tasks
q Build the Case for Change:
o Provide the change management premise and backing to support the Office 365 deployment and adoption by end users.
o Work with the Customer and project leadership to create the supporting business justification/rationale for foundational communication themes. q Build Communication Plan:
o Draft, review, modify and iterate one broad-based communications plan to support the project implementation; including (but not limited to):
§ Develop and document key organizational change messages and concepts § Target specific messages to audiences
§ Develop communication schedule with appropriate:
• Messaging
• Methods
• Targets
• Lead times
• Delivery dates
o Produce/co-produce (draft, write, ghostwrite, other) up to 3 communication pieces (per the plan) to facilitate the change process for the Customer stakeholders. o Build a Change Advocate Network (CAN) of respected leaders across the impacted areas to assist the project team by serving as ambassadors and enabling a two-way communication channel throughout the organization.
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Completion Criteria
ü Documented Case for Change
ü Documented and finalized communication plan
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Phase 3: Design & Development
Overview
During this phase, AdaptivEdge consultants will work with Customer stakeholders to design and develop all aspects of the SharePoint Online intranet. AdaptivEdge will lead design sessions and provide the Customer with guidance as far as leveraging Web conventions to ensure that the site layout provides a low cost of entry to the user base. Because major projects are iterative and require flexibility, AdaptivEdge follows a formal change control process to ensure that projects evolve successfully while staying within budgetary guidelines. This phase establishes designs, testing strategies, and addresses deployment implications, operations management, supportability and operational acceptance criteria.
Prerequisites
ü Completion of prior phase(s)
ü Marketing style guides provided (if appropriate)
Tasks
q Develop the Office 365 Information Architecture and taxonomy q Develop draft structure
o Design constraints / parameters
q Design wireframes
q Develop page designs
o Content pages
o Navigation pages
o Color schemes
o Font treatments
q Develop home page designs
o Key components
§ News
§ Navigation
§ Key tools
§ Key information
§ Community / culture
§ Internal marketing
§ Collaboration
q Test and refine
o Organize and lead navigation testing using tree-testing methods o Organize and lead usability testing sessions
q Production Deployment:
o Create production sites
o Configure production sites and branding
o Create Teams and Channels in Microsoft Teams per the design (if appropriate/desired) DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 Confidential Page 9 12/3/19
Completion Criteria
ü Home page designs, layouts, finalized and accepted
ü Navigation architecture finalized and accepted
ü Information architecture finalized and accepted
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Phase 4: Training Development & Planning
Overview
In parallel with Phase 3 and later phases, AdaptivEdge will work with the Customer to develop the training plan for the department. This will involve creation of the training content and a plan to deliver the training across all Department end users and power users.
Prerequisites
ü All required stakeholders and personnel are available Tasks
q Develop training content and plan based on audience and role o Content
o Schedule
o Logistics
Completion Criteria
ü Training format and content documented and finalized
ü Training schedule and logistics documented and finalized DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 Confidential Page 11 12/3/19
Phase 5: SharePoint Pilot Migration
Overview
During this phase, our consultants perform a limited Pilot migration. The migration duration is identified and used to further plan the overall migration and approach. The results are reviewed with the Customer.
Prerequisites
ü The tasks in previous phases are complete
ü The migration tool is installed and configured
ü File Server and Office 365 environments are accessible ü All required stakeholders and personnel are available Tasks
q Identify Pilot and Baseline migration batching
q Map the source content, permissions, metadata, and users to the target q Identify Pilot and Baseline migration batching
q Develop the migration timeline
q Configure Office 365 environment for migration
q Install and configure the SharePoint Migration Tool (SPMT) q Perform the Pilot migration to SharePoint Online for select department documents q Review migration results with Customer and refine as necessary q Update the migration approach and plan as needed
Completion Criteria
ü The Pilot migration is complete
ü The Pilot migration results is reviewed with the Customer ü All test cases have successfully passed
ü The migration approach and plan are reviewed with Customer DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 Confidential Page 12 12/3/19
Phase 6: Training Delivery
Overview
Training Delivery will be done in parallel with Phase 5 and through the end of the project based on the training schedule developed in Phase 4 and updated based on feedback. Training will consist of in-person training, webbased training, recorded training, short-topic training videos, how to guides and other appropriate training content that can be developed within the scope of effort included in the project.
Prerequisites
ü All required stakeholders and personnel are available Tasks
q Schedule and deliver on-site and remote training sessions over a period of several weeks or months. q Create an Office 365 Training & Adoption SharePoint site and upload all training materials and content to the site. Customize the site for ease of use & aesthetic appeal. q Record, edit and publish training videos for remote user on-demand training to the Office 365 Training & Adoption SharePoint site.
q Track and report data on remote training attendance over a one to two-month period q Provide recommendations on additional training that may be useful in the future based on feedback and data collected
Completion Criteria
ü Remote and on-site training delivered as per the training plan ü SharePoint or Teams site created and customized to provide easy on-demand access to all training content
ü Training videos recorded and published to the SharePoint/Teams Online training site ü Training site usage data analyzed and shared with the Customer DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 Confidential Page 13 12/3/19
Phase 7: SharePoint Migration & Cutover
Overview
During this phase, AdaptivEdge performs the actual migration as outlined in the documentation created in the previous phases. A phased migration process is leveraged in order to provide the affected users the ability to review and approve migrated content before moving on to the next batch. After the cut-over, users stop using the on-premises file share and start using SharePoint Online.
Prerequisites
ü Completion of all prior phases
Tasks
q Perform Baseline Migration:
o The migration schedule and batching are finalized with Customer personnel o Perform batch migration to SharePoint Online according to migration schedule and validate migrated content
q Execute SharePoint Online Cutover:
o Cutover migration batches are run
o The migrated content is validated
o After the Cutover, configure SharePoint on-premises content in read-only mode (users are to stop using the SharePoint on-premises)
q SharePoint Online Launch
o Assist with development of promotional items
o Assist with development of presentation topics
Completion Criteria
ü The migration schedule and batching are finalized
ü Baseline migration is successfully completed
ü SharePoint Launch is complete and on-premises SharePoint environment placed in read-only mode DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 Confidential Page 14 12/3/19
Assumptions
The following assumptions were made in the creation of this proposal. Should any of these assumptions prove to be incorrect, AdaptivEdge reserves the right to modify the scope or schedule of work as defined in this SOW. Any modifications that incur additional costs to the Client will follow the Change Control Process detailed within this SOW and require written Client approval.
• The requirements, design goals, and other information provided by the Customer to AdaptivEdge is accurate and complete and forms the foundation upon which this SOW is based. • The project start and completion dates are to be determined upon receipt of Purchase Order and signed acceptance of this SOW.
• All work will be performed remotely unless otherwise agreed upon. If on-site visits are required, then AdaptivEdge will invoice the Company for travel costs incurred. Adequate notice of one to two weeks is required for scheduling on-site visits. VPN access is required if work involves on-premises systems that are only accessible from the internal network. Given the scope of the project the only access required for on-premises is read-only access to the shared F: drive. SharePoint Administrator access to the Customer’s Office 365 tenant will also be required in order to complete the project within the budgeted hours.
• All work will be performed on a best effort basis. AdaptivEdge is not providing any guaranteed response time or Service Level Agreement (“SLA”).
• Work will be done independently but in close coordination and communication with the Customer.
Unless otherwise agreed upon in writing, work will not be done via shared screen sessions such as WebEx, as it will materially impact the level of effort quoted. • AdaptivEdge will be provided timely access to various resources necessary to complete the project including documentation, systems, accounts, applications, code, personnel and other artifacts that are directly related to the project.
• Work that is not specifically included in this SOW is considered to be out-of-scope. • There is a one-hour minimum for remote work and a six-hour minimum for on-site work. • Unless specified otherwise in this Statement of Work or agreed to in writing by the parties, Services shall be performed during Normal Business Hours. Company may be responsible for any additional labor costs associated with Services performed outside Normal Business Hours, which will be billed at 1.5 times the standard hourly rate.
• The time estimates are provided are based on AdaptivEdge’s experience and best judgment based on the information provided by Customer. AdaptivEdge cannot guarantee that the entire project can be completed within the time and cost estimates given. Unforeseen issues or complications may arise which cause more work to be expended than initially anticipated. If AdaptivEdge witnesses that the level of effort is exceeding the original estimate, the Company and Customer will be notified immediately. • The Project is expected to be completed in sixteen weeks or less and AdaptivEdge will dedicate the necessary resources to ensure that the Project is completed within that timeframe. If the Project status is “Active”, then the assigned AdaptivEdge engineers will be scheduled and invoice for no less than eight (8) hours per week and the assigned AdaptivEdge Project Manager will be scheduled and invoice for no less than two (2) hours per week. The Customer may request that the Project be placed on “Hold” status with written notification to the AdaptivEdge Project Manager. If a Project is placed in a Hold status, then no work will be performed, and the Company will not be invoiced for any time. The Customer must provide at least two weeks’ notice to re-activate the Project. Project minimums will be pro-rated based on the number of working days in a week when a National Holiday occurs or if DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 Confidential Page 15 12/3/19
AdaptivEdge resources are unavailable for any reason. AdaptivEdge will work with the Customer to accommodate individual paid time off schedules and organization-wide closures for holidays, etc. • Microsoft Office 365 is a Microsoft service and Customer will secure all subscriptions with Microsoft.
AdaptivEdge is providing consulting services and this SOW does not cover the cost of subscriptions or any other software licensing unless expressly included herein. • General uptime, availability and guaranteed functionality for Office 365 is controlled by Microsoft and AdaptivEdge cannot be held responsible for any service outages or impaired functionality experienced by the Customer on the Office 365 hosted platform.
• The Project does not include any installation, customization or configuration of Office 365, Office or end user workstations other than the configuration of the SharePoint Online Police Department site specifically detailed in Phase 3. AdaptivEdge will inform the City if significant deficiencies are discovered throughout the engagement. Out of scope hands-on configuration includes:
o Modification of security, compliance and governance controls or configurations o Migration of any content within Office 365 or from on-premises to Office 365 outside of the ~25 gb file share content identified for the Police Department (the “F: drive”) o Azure Active Directory configuration
o Troubleshooting or issue remediation of any on-premises systems o Configuration of any net new Office 365 workloads not already in place, excluding Teams usage for the Police Department only
o Any material technical re-configuration and modifications for Office 365 workloads already in place
o Any departmental tasks related to any department other than the Police Department. • Training may include in-person training, web-based training or video recorded trainings. The specific modes of training will be determined in phases 4 and 6 of the project but may be blended together to achieve the optimal utilization of training effort.
• The City will provide adequate facilities for all in-person trainings. • The $15,000 credit shown in the Cost Proposal below assumes that the Customer will utilize 15 Microsoft deployment planning services (“DPS”) voucher days and assign those vouchers to AdaptivEdge. The City has already assigned the 15 voucher days to AdaptivEdge.
DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 Confidential Page 16 12/3/19
Customer Responsibilities
The following Customer Responsibilities are assumed in the creation of this SOW. Should the Customer fail to meet any of these responsibilities, then the Project may require more time or effort than originally scoped and a Change Order may be required.
• Customer will be responsible for providing to AdaptivEdge staff, in a timely manner, the following resources and information required to complete the tasks in this SOW:
o Usernames and passwords required to log in to devices that AdaptivEdge needs access to or the availability of a Customer staff member to enter usernames and passwords when required. This will primarily consist of read-only access to the F: drive and SharePoint Online Administrator access.
o Existing documentation relating to the Customer systems, application, processes or personnel that AdaptivEdge requires to complete the work, including, but not limited to, network diagrams, IP addresses, device configurations, requirements documents, etc. o A Customer staff member available to answer questions that may arise during the course of the project.
o Secure VPN access for the duration of the project for login to on-premises systems or applications that can only be accessed via the internal network. • Customer will be responsible for assisting with all testing and validation tasks contained within the SOW.
The City will need to assist with testing and validation to ensure that the content is migrated properly and that the final solution functions as intended per the design. This work will likely be done by IT resources, PD stakeholders and other City Stakeholders depending on the nature of the testing required. • Customer will be responsible for procurement of valid software licenses and/or subscriptions prior to the start of the project.
• Customer will not perform any system upgrades during the time of the project. The only system that would impact the project is Active Directory and the file servers containing F: drive content. • Customer will assist with identifying key internal resources to be involved with the project and will lead communication efforts with those individuals to coordinate meetings, interviews and feedback as required.
• Customer will be responsible for provisioning virtual machines, storage and any required infrastructure per the design. A virtual machine will be required for the SharePoint Migration Tool (SPMT) that meets the requirements documented here.
• Customer will be responsible for all networking tasks including switch, router, firewall, DNS, VPN and load balancer changes, should they be required. None are anticipated. • Customer will be responsible for all Client-side software updates or installations required to make the project successful.
• Customer will be responsible for maintaining proper backups of the environment. • Customer will be responsible for all end user communication and support. • Customer will accept full responsibility of the solution upon completion of the final task included in this SOW.
• Customer will meet at the conclusion of this Project, either in person or via telephone to bring to closure the project within five (5) days of Project completion notification from AdaptivEdge.
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• Client will provide adequate on-site training facilities. • Client will handle any printed materials that the Client deems appropriate including; student manuals, quick reference guides, etc.
• Client will be responsible for ensuring that on-site training users have access to a workstation with access to Office 365.
Estimated Project Effort
AdaptivEdge estimates the following level of effort to complete the project, broken down by phase:
Phase Estimated
Hours
Phase 1: Envisioning & Requirements Gathering 64
Phase 2: Change Management (Optional) 40
Phase 3: Design & Development 64
Phase 4: Training Development & Planning 24
Phase 5: SharePoint Pilot Migration 32
Phase 6: End User Training 56
Phase 7: SharePoint Migration & Cutover 24
TOTAL 304
Total Project Cost
Time and Materials
AdaptivEdge will invoice Company on a Time and Materials basis for the Service. Fees identified in this SOW are an estimate only based on information currently available. Actual duration and cost of the Service could vary accordingly. Company will be charged for actual time spent not estimated fee. AdaptivEdge reserves the right to stop work to avoid exceeding the amount funded by Company purchase orders.
AdaptivEdge will semi-monthly for the actual hours worked at the rates identified below and actual expenses incurred.
Consulting Services Estimated
Hours
Hourly
Rate
Estimated
Cost
Senior SharePoint Architect 264 $170/hr $44,880
Organizational Change Management Specialist 40 $170/hr $6,800 Project Manager 64 $130/hr $8,320
Estimated Travel Expenses $5,000
Less: Microsoft DPS Vouchers ($15,000)
TOTAL 368 $50,000
DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 Confidential Page 18 12/3/19
Terms and Conditions
This SOW constitutes the full scope of services and is governed by the Terms and Conditions of the Master Services Agreement (“MSA”) executed by the parties on _________. Any amendment, waiver or other alteration of this SOW shall be effective only if made in a writing signed by both parties. Any amendment, waiver or other alteration of this SOW shall be effective only if made in a writing signed by both parties.
This SOW is proprietary to AdaptivEdge and is deemed a trade secret under U.S.T.A. and other applicable laws and shall be treated by Customer as confidential. No portion of this SOW may be published or disclosed, in whole or in part, to any other party without the written consent and authorization by AdaptivEdge.
Prices are valid for ninety (“90”) calendar days provided work commences within thirty days of the date of this SOW. If Customer signs this SOW after the expiration date, then the Services may be re-scoped and re-quoted.
Change Control
AdaptivEdge and Customer will address changes required to the scope of this project, including tasks, work products, dates, durations, and assumptions, through the change control process. When either AdaptivEdge or Customer determines a change is required, AdaptivEdge will complete a change order (“Change Order”) and provide to the Customer designated contact for review and signature of acceptance. Designated contact for review and signature may be different from SOW designated contact for review and signature.
Statement of Work Acceptance
IN WITNESS WHEREOF, the Parties have caused this SOW to be executed by their duly authorized representatives. Customer shall execute and send the SOW, in its entirety, to AdaptivEdge. The SOW is not deemed valid until all pages are received and the SOW is fully executed by both parties.
The undersigned, a person authorized by Customer to sign this SOW, knows the contents thereof, and agrees to the terms set forth.
AdaptivEdge City of Santa Monica
Name: Name:
Title: Title:
Date: Date:
Signature: Signature:
Oscar Santiago
Administrative Services Officer
DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 Exhibit B
Budget
The City will compensate AdaptivEdge for all services performed in an amount not to exceed $50,000, as set forth in Exhibit A.
AdaptivEdge will bill the City semi-monthly for the actual hours worked at the rates identified below and actual expenses incurred.
The $15,000 credit shown in the Cost Proposal above reflects that AdaptivEdge will honor the 15 Microsoft deployment planning services (“DPS”) voucher days assigned to them by the City. The City has already assigned the 15 voucher days to AdaptivEdge.
DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 Exhibit C
Insurance Requirements and Verifications
Consultant shall procure and maintain for the duration of the Agreement insurance against claims that may arise from or in connection with the performance of the work hereunder by the Consultant, its agents, representatives, employees or subcontractors.
Minimum Scope and Limits of Insurance
Coverage shall be at least as broad as:
1. Commercial General Liability (CGL): Insurance Services Office Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury, with limits of no less than $1,000,000 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location (Insurance Services Office Form CG 25 04) or the general aggregate limit shall be twice the required occurrence limit.
2. Automobile Liability: Insurance Services Office Form CA 00 01 covering Code 1 (any auto), or if Consultant has no owned autos, Code 8 (hired) and Code 9 (non-owned), with limits of no less than $1,000,000 per accident for bodily injury and property damage.
3. Workers’ Compensation: Workers’ Compensation insurance as required by the State of California, with Statutory Limits and Employers’ Liability Insurance with limits of no less than $1,000,000 per accident for bodily injury or disease (see footnote #1).
4. Technology Professional Errors and Omissions/Cyber Liability: Insurance with a limit of not less than $1,000,000 per occurrence or claim/$2,000,000 in the annual aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations undertaken by Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, invasion of privacy violations, information theft, release of private information, alteration of electronic information, extortion, and network security. The policy shall also provide coverage for breach response costs, regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations. Further, the policy shall include, or be endorsed to include property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data or information “property” of the City of Santa Monica in the care, custody, and control of the Consultant.
If the Consultant maintains broader coverage or higher limits than the minimums shown above, the City of Santa Monica requires and shall be entitled to any broader coverage and higher limits maintained by the Contractor. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City of Santa Monica.
DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 Other Insurance Provisions
1. The insurance policies are to contain, or be endorsed to contain, the following provisions:
a. Additional Insured Status: The City of Santa Monica, its officers, officials, employees and volunteers are to be covered as additional insureds on the CGL policy with respect to liability arising out of work or operations performed by or on behalf of Consultant including materials, parts, or equipment furnished in connection with such work or operations. CGL coverage can be provided in the form of an endorsement to the Consultant’s insurance (at least as broad as Insurance Services Office Form CG 20 10 11 85, or if not available, through the addition of a combination of (1) CG 20 10, CG 20 26, CG 20 33, or CG 20 38 and (2) CG 20 37).
b. Primary Coverage: For any claims related to this Agreement, the Consultant’s insurance shall be primary coverage at least as broad as Insurance Services Offices Form CG 20 01 04 13 as respects the City of Santa Monica, its officers, officials, employees and volunteers. Any insurance or self-insurance maintained by the City of Santa Monica, its officers, officials, employees or volunteers shall be in excess of the Consultant’s insurance and shall not contribute with it. c. Notice of Cancellation: Each insurance policy required herein shall state that coverage shall not be cancelled except after notice has been given to the City of Santa Monica.
d. Waiver of Subrogation: Consultant hereby grants to the City of Santa Monica a waiver of any right of subrogation which any insurer of said Consultant may acquire against the City of Santa Monica by virtue of payment of any loss. Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City of Santa Monica has received a waiver of subrogation endorsement from the insurer.
Self-Insured Retentions
Self-insured retentions must be declared to and approved by the City of Santa Monica. The City of Santa Monica may require the Consultant to purchase coverage with a lower deductible or retention or provide satisfactory proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. The policy language shall provide, or be endorsed to provide, that the self-insured retention may be satisfied by either the named insured or City of Santa Monica.
Acceptability of Insurers
Insurance is to be placed with insurers authorized to conduct business in California with a current A.M. Best rating of no less than A:VII, unless otherwise acceptable to the City of Santa Monica.
Claims Made Policies
1. If the Professional Liability policy provides “claims made” coverage:
DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2 a. The Retroactive Date must be shown and must be before the date of this Agreement or the start of work.
b. The insurance must be maintained, and evidence of insurance must be provided for at least 5 years after completion of work.
c. If the policy is cancelled or not renewed, and not replaced with another “claims made” policy form with a Retroactive Date prior to the effective Agreement date, the Consultant must purchase “extended reporting” coverage for a minimum of 5 years after completion of work.
Verification of Coverage
Consultant shall furnish the City of Santa Monica with original certificates and amendatory endorsements (or copies of the applicable policy language effecting coverage provided by this clause). All certificates and endorsements are to be received and approved by the City of Santa Monica before work commences. However, failure to obtain required documents prior to the work beginning shall not waive the Consultant’s obligation to provide them.
The City of Santa Monica reserves the right to require complete, certified copies of all required insurance policies, including the endorsements required herein, at any time.
Failure to Maintain Insurance Coverage
If Consultant, for any reason, fails to maintain insurance coverage which is required pursuant to this Agreement, the same shall be deemed a material breach of contract. The City of Santa Monica, at its sole option, may terminate this Agreement and obtain damages from the Consultant resulting from said breach. Alternatively, the City of Santa Monica may purchase such coverage (but has no special obligation to do so), and without further notice to the Consultant, the City may deduct from sums due to the Consultant any premium costs advanced by the City for such insurance.
Subcontractors
Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein. All exceptions must be approved in writing by the Risk Manager.
Footnotes
# 1: Workers’ Compensation insurance coverage is not required if the Consultant does not have employees. The Consultant must, however, execute the City’s Workers’ Compensation Coverage Exemption Declaration Form.
DocuSign Envelope ID: B06B5B57-17A0-4E2E-9CE7-F3BCAA57DEB2