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AGREEMENT TO PROVIDE ASSISTANCE IN PERFORMING A MICROSOFT ACTIVE DIRECTORY49 baysheare T E C H N O LOG I E 5 Active Directory Migration Project May 4, 2010 This Active Director Health Check SOW (the "Agreement") is made and entered into, by and between BAYSHORE TECHNOLOGIES, INC. ("Bayshore") and THE CITY OF CLEARWATER or ("Customer"). AGREEMENT TERMS: The Customer has requested Bayshore's assistance in performing a Active Directory Migration as described in the Engagement Overview below. Bayshore has agreed to perform certain services to Customer under the terms and conditions indicated. Bayshore will provide a Senior Technical Consultant to provide assistance in performing a Microsoft Active Directory migration based on the findings and recommendations as delivered within recently completed Active Directory Assessment conducted by Bayshore Technologies. Bayshore will perform this work at the customer's main site: The Customer's main Information Technology office is located at: 100 South Myrtle Avenue Clearwater, Florida 33756-5520 The management point of contact for the customer is: Sabrina Chute, Network Technology Manager (727) 562-4671 sabrina.chute(&-myclearwater.com The technical point of contact for the customer is: Thomas Arruda (727) 562-467x tomas.arrudaCa7_myclearwater.com Bayshore will provide the following services for the Microsoft Active Directory Migration project: • Bayshore will assist the customer with migrating their existing Microsoft Active Directory infrastructure from Windows 2000 to Windows 2008. • While Bayshore will assist all aspects of the project, the customer may pre-stage some items including the new Active Directory servers to save time and associated costs. • Bayshore will assist with the entire AD Migration project and will follow the detailed upgrade strategy and recommendations as listed within the Active Directory Assessment document that was created by Bayshore and delivered to the City of Clearwater on April 28. 2010. • Following Bayshore and Microsoft's best practices for an Active Directory Migration, Bayshore will document the installation/configuration(s) of the environment in addition to noting any customer directed © 2010 Bayshore Technologies, Inc. All Rights Reserved. This document is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party without the expressed written permission of Bayshore Technologies, Inc. Page 1 4k baysheare T E C H N O L O G 1 E S Active Directory Migration Project may 4, 2090 deviations/customizations from best practices, if any. A high level estimated break down of the anticipated time includes 3 days on site that will include documentation of the installation/configuration settings of the implementation. The estimated total cost for the professional services to be performed by Bayshore in connection with the Project is $3,570.00 plus applicable taxes. The cost per hour is: $148.75 The estimated project length is: 3 days GSA Contract #: GS-35F-0348T Schedule 70 State Tern Contract #: 973-56-010-1 Federal Tax ID #: 59-3438412 Due to the nature of the work to be performed, the services provided by Bayshore pursuant to this Agreement and the estimated work and Estimated Total Cost are intended for budgeting purposes only. Customer will be billed for all services rendered based on the actual number of work hours performed and the actual total cost may vary from the estimates noted above. Upon request, Bayshore will submit a detailed report of all hours worked in connection with the Project. Bayshore will not exceed estimated cost of professional services unless authorized in writing from the Customer. This situation would only occur for reasons beyond Bayshore's ability to control such as application compatibly issues on un-supported or custom application in the proposed environment. Customer shall pay the invoice in accordance with the Florida Prompt Payment Act, F.S. Secs. 255.0705-255.078 Bayshore's invoices and related documentation will be forwarded to the person designated below: Accounts Payable Contact Not applicable to this project. Accounts Payable Telephone # Account Manager - Jai Kruse, ikruseCcDbtfl.com, 813-889-8324 x123 CTO - Frank Mann, fmann btfl.com, 813-889-8324 x106 Project Manager - Joel F. Snow, isnowCc?btfl.com 813-889-8324 x117 Senior Technical Consultant - Tim LaMar, tlamarCa7_btfl.com Bayshore consultants should have access to the following: o Workspace (chairs, desks, power, etc) and access to The City of Clearwater's offices during normal work hours as well as after hours as required o Internet access (with the ability to connect to the SSL VPN sn 2010 Bayshore Technologies, Inc. All Rights Reserved. This document is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party without the expressed written permission of Bayshore Technologies, Inc. Page 2 49 baysheare T E C H N O L O G I E S Active Directory Migration Project May 4, 2010 connections for research and email) o Telephone access, network connections (wired or wireless), printer, copier, and fax access The appropriate The City of Clearwater's resources will be available to cover the topics noted in the Deliverables section of this document. Prior to Bayshore providing any services under this Agreement, the Customer will designate a person, called the Customer Representative. The Customer Representative will be the person to whom all Bayshore communication will be addressed, and this person will have the authority to act for the Customer in all aspects of the Project. The Customer Representative will: • Ensure workspace facilities are available for Bayshore service personnel. • Gather requested information. • Provide timely physical/logical access to requested information/devices, including network devices, and provide safety precautions in all designated hazardous areas. • Provide access to necessary personnel and ensure their full participation on a timely basis. • Perform necessary data/system back up functions prior to allowing work to commence. • Ensure that systems which are to be utilized within the parameters of this Project are fully operational and without errors or viruses. If additional work is required to remediate those systems to an acceptable baseline, including repairs or patches, then Bayshore's actual work hours will exceed the estimated work hours and the additional charges will be passed on to the Customer. • Ensure that all software is owned and legally licensed by the Customer. Bayshore strictly adheres to all local and federal laws governing the copyright of software. • Customer will adhere to mutually agreed upon schedule and will notify Bayshore at least 5 business days prior to scheduled tasks/activities when changes are desired. If Customer insists on delaying, canceling or rescheduling work to be performed by Bayshore with less than 5 business days' notice, Bayshore may bill Customer an amount equal to the estimated total cost for the work that was to be performed by Bayshore during such five-day period. • No work will commence until the Agreement is executed by Customer and Bayshore. • Work will be scheduled with Customer based upon mutually agreed upon schedules, and resource availability. • Activities described in this Agreement will be performed at the Customer's site, Bayshore's site, at designated staging facilities, or a combination thereof, depending upon which is most appropriate. Typically, project management and documentation activities are performed outside of Customer's facilities. • Bayshore is not responsible in any manner for any changes or modifications made to the Customer's systems by persons other than authorized representatives/employees of Bayshore. © 2010 Bayshorc Technologies, Inc. All Rights Reserved. This document is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party without the expressed written permission of Bayshore Technologies, inc. Page 3 49 baysheare T E C H N O L O G I E S Active Directory Migration Project May 4, 2010 • Unless specifically indicated in the scope of services section of this Agreement, Bayshore will not provide cabling materials or cabling services and any required cabling materials or services will be Customer's responsibility. • All work will be performed during normal business hours (Monday - Friday 8:30 AM - 5:30 PM EST). Any work performed at Customer's request after normal business hours will be billed 1.5 times the normal billing rate. Any work performed at Customer's request on a Sunday or a holiday will be billed at 2 times the normal billing rate. • Bayshore's current holiday schedule includes the following holidays: New Years Day, Memorial Day, Independence Day, Labor Day, Thanksgiving Thursday and Friday, Christmas, and any other holidays as determined by Bayshore. • Bayshore shall not be responsible for the integrity of the Customer's existing or future data. • Any additional work required which is not addressed in the scope of services section of this Agreement will be considered outside of this Project and will require a change order or separate scope of work to be generated and approved. • It is the Customer's sole responsibility to maintain backup data as necessary to restore critical Customer data in the event of loss or damage to such data from any cause. Bayshore will, promptly after the execution of this Agreement by both parties, place an order to obtain any Equipment as soon as possible if required and pre-authorized by the customer. Bayshore will use due diligence and its best efforts to commence with the necessary services within approximately (15) working days and completion within an estimated range of (30) working days, from the Effective Date of this Agreement. Customer acknowledges and agrees that Bayshore has no liability to Customer in the event that there are delays in the delivery of the Equipment or the completion of Bayshore's services, whether attributable to any acts or neglect of Customer, or of a contractor employed by Customer, or by changes requested by Customer, or by labor disputes, fire, delay in deliveries, unavoidable casualties or other causes beyond Bayshore's control, or otherwise. Not applicable to this project. Customer, at its own cost and expense, shall assume liability, indemnify, defend, pay on behalf of, and hold harmless Bayshore and its officers and employees, from and against any liability and all loss, costs, damages, expenses, including court costs, reasonable attorneys' fees, legal assistants' fees, whether before suit is filed, after suit is filed, on appeal or in any bankruptcy proceedings, on account of any claims for whatever reason, including, but not limited to, personal injury, including death, sustained by any person or persons whomsoever, including employees of Bayshore and for Oc 2010 Bayshore Technologies, Inc. All Rights Reserved. This document is PROPRIETARY and CONFID17,NTIAL and may not he duplicated, redistributed, or displayed to any other party without the expressed written permission of Bayshore Technologies, Inc. Page 4 4k baysheore T E C H N O L O G I E S Active Directory Migration Project May 4, 2010 injury to or damage or destruction of property of a person or organization, including loss of use thereof, arising out of or resulting before, after, or in connection with the performance of the Agreement, to the extent caused in whole or in part by any negligent act or omission of Customer. THE ONLY WARRANTIES THAT APPLY TO THE EQUIPMENT SUPPLIED BY BAYSHORE ARE THOSE THAT MAY BE MADE BY THE EQUIPMENT MANUFACTURER(S). BAYSHORE MAKES NO OTHER WARRANTY TO CUSTOMER AND CUSTOMER RECEIVES NO OTHER WARRANTY FROM BAYSHORE. BAYSHORE HEREBY DISCLAIMS ALL WARRANTIES, EXPRESS AND IMPLIED, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. TO THE FULLEST EXTENT PERMITTED BY LAW, BAYSHORE DISCLAIMS LIABILITY FOR ANY CONSEQUENTIAL AND INCIDENTAL DAMAGES, INCONVENIENCE, LOSS OF TIME, LOSS OF USE OF THE EQUIPMENT, LOSS OF DATA, LOST PROFITS, AND ANY OTHER LOSSES OR DAMAGES OF ANY NATURE WHATSOEVER DIRECTLY OR INDIRECTLY RELATING TO OR ARISING OUT OF THIS AGREEMENT OR THE EQUIPMENT AND SERVICES SUPPLIED OR FURNISHED BY BAYSHORE. IN NO EVENT SHALL BAYSHORE=S LIABILITY EXCEED THE AMOUNT ACTUALLY PAID TO BAYSHORE IN CONNECTION WITH SERVICES PROVIDED BY BAYSHORE PURSUANT TO THIS AGREEMENT. Risk of loss relating to the Equipment shall remain with Bayshore until the Equipment is delivered to the Customer. Customer shall bear the risk of any loss relating to the Equipment, upon delivery of the Equipment to the Customer. During the term of this Agreement with Bayshore, and for one year thereafter, without Bayshore's prior written consent, neither Customer nor any of its affiliates shall, directly or indirectly, solicit for employment, offer employment to, or engage as a consultant any individual who is then employed, or any individual who was employed within the preceding twelve (12) months, by Bayshore or any of its affiliates and who was in any way related to Bayshore's provision of services pursuant to this Agreement, unless and until Customer pays to Bayshore, as liquidated damages and not as a penalty, an amount equal to the aggregate salary and wages (including bonus) paid by Bayshore or any of its affiliates to such employee during the twelve (12) months prior to the date such employee is employed or engaged by Customer; provided, however, that if the employee in question is, at the time he or she first discusses such employment or engagement with Customer or at the time of such employment or engagement with Customer, subject to or bound by any written employment agreement or non-competition covenant with Bayshore, this paragraph shall not authorize Customer to employ or engage such employee in violation of such employment agreement or non-competition covenant or limit Customer liability for damages in the event Customer employs or engages such employee in violation thereof. This Agreement shall be governed by and construed in accordance with the laws of the State of Florida. The parties hereto consent and submit to the © 2010 Bayshorc Technologies, Inc. All Rights Reserved. This document is PROPRIETARY and CONFIDENTIAL and may not be duplicated, redistributed, or displayed to any other party without the expressed written permission of Bayshore Technologies, Inc. Page 5 49 bayshovre T E C H N O L O G 1E S Active Directory Migration Project May 4, 2010 Jurisdiction. jurisdiction of the courts of the State of Florida and agree that Hillsborough County, Florida, is the sole, exclusive and convenient venue for any litigation relating in any way to this Agreement. Bayshore and Customer acknowledge and agree that Bayshore does not hold any contractor's licenses and accordingly cannot perform any work for which a contractor's license is required. In the event it is determined that the Project requires work for which a contractor's license is required, Customer agrees that it will hire properly licensed contractors to perform all such work and that Customer will not allow any such work to begin until Customer and/or the licensed contractors have obtained all required building permits and any other permissions or authorizations necessary to perform the work. The Effective Date of this Agreement will be the date when the last one of Customer and Bayshore has signed this Agreement. - This Agreement contains the entire agreement of the parties and sets forth all the final and complete promises, agreements, conditions, understandings, warranties and representations between the parties hereto with respect to the subject matter hereof. The parties expressly acknowledge and agree that there are no promises, agreements, conditions, understandings, warranties or representations, oral or written, expressed or implied, between them with respect to the subject matter hereof, other than as set forth herein. No provision of this Agreement may be changed or waived except by an agreement in writing signed by the party against whom enforcement of any such waiver or change is sought. BA1rfSHaE TECHNOLOGIES, INC. BY: R-? -- Frank Mann CTO Date: May 4, 2010 CITY O CLEARWATER, FLORIDA By: •r. a.4v? ?. K- L. William B. Horne II City Manager Date: May 9 , 2010 App ,rd as to for r Leslie K. Doug 1 -Sides Assistant City Attorn Date: May :, 2010 E. Goudeau May L*- 2010 S ?o /? CA ' w` © 2010 Bayshore Technologies, Inc. All Rights Reserved. This document is PROPRIETARY and CONFIDENTIAL and duplicated, redistributed, or displayed to any other party without the expressed written permission of Bayshore Technologies, Inc. Page