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Exchange 2010 Migration Project
May 17, 2012
This Exchange 2010 Migration Project 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 providing Consulting
and Engineering Services for the implementation and migration to Microsoft
Exchange 2010 as described below.
Bayshore has agreed to perform certain services to Customer under the terms
and conditions indicated.
Bayshore will provide one or more Senior Technical Consultants(s) that will
have at least one advanced certification (CCEA, CCIA, VCP, CCNA, MCITP)
to review the existing Microsoft Exchange and Active Directory environment in
addition to assisting with necessary configurations of the new Exchange 2010
environment to be built on customer provided software and hardware.
The Customers current environment consists of Exchange 2003 SP2 using two
Physical Servers; 1 st Server has 1700 mailboxes, 2nd Server has 12
mailboxes and has a client profile application integrated. There is also one
Frontend Physical Server.
Current application dependencies include Enterprise Vault, NetBackup and
GroupShield (Antivirus), all of which, the Customer has agreed to take
responsibility for the installation and support into this new Exchange 2010
environment.
This engagement will be performed on a Time and Materials basis.
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(a)myclearwater.com
The technical point of contact for the customer is:
Thomas Arruda
(727) 562-467x
thomas.arruda(c�myclearwater.com
Project Management tasks are performed during all engagements in order to
effectively manage expectations, monitor timelines, and ensure quality. The
deliverables and scope of work to be performed during this Exchange 2010
Migration project is as follows:
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Exchange 2010 Migration Project
• Customer has elected to deploy a"performance build" by separating the
Exchange roles.
• Customer will have customer provided VMware VM(s) built out with fully
patched Operating Systems in advance of start date that will host the
Exchange 2010 CAS and Transport role(s).
• Customer will build out customer provided Physical Servers with fully
patched Operating Systems that will be the primary Exchange (Datastore)
Host.
• Bayshore will perform a base setup and configuration of Microsoft
Exchange 2010 and associated roles on the customer provided
hardware/software as defined above. This will be inclusive of one pre-
staged Server for the Database Availability Group (DAG). The customer
will ensure that adequate bandwidth is in place to accommodate the
Network traffic as required for the DAG replication data.
• Bayshore will assist with the initial pre-production testing cycle that should
include remote users. The customer will be responsible for any additional
testing cycles thereafter.
• Bayshore will assist the customer with developing a migration plan of the
existing user mailboxes to the new Exchange 2010 Server. The customer
will be responsible for performing these migrations in addition to any
workstation changes, if necessary.
• Bayshore will provide final documentation of the Exchange configuration
and provide Ad-Hoc Admin training during the project.
NOTES/ASSUMPTIONS:
• The customer will be responsible for providing all software/licensing
including Windows Server 2008 R2, Exchange 2010 and Client Access
Licensing (CAL's).
• The customer will be responsible for providing the appropriate
public/private IP addressing and/or SSL certificates.
. Decommissioning of the older Exchange environment which is not part of
this engagement will take place at a later date after successful testing of
the new environment. Bayshore can assist with procedure if requested.
• Customer will be responsible for providing/extending Backup, Antivirus
and/or Archiving solutions for the new Exchange environment.
• The customer will be responsible for any and all end user updates or
configuration changes required within Outlook or the end user
environment, if required.
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Exchange 2010 Migration Project
May 17, 2012
• Customer is responsible for performing a full working backup of its network
prior to commencement of the Services. Bayshore is not responsible for
lost data.
• Customer will provide the necessary admin credentials for access to any
of the devices required for this engagement.
• Bayshore will not be responsible for network degradation/performance
during the engagement.
• Bayshore is not responsible for delays caused by failures including, but not
limited to, failures caused by Customer systems, personnel or
environmental causes, or in using incorrect or insufficient data provided by
Customer.
• The customer agrees that all work will be performed at their main office as
identified above. If Bayshore is required to travel to any other location,
then the traditional travel-related expenses and/or portal to portal charges
will apply.
• Customer will provide limited remote access during this project.
THERE IS NO EQUIPMENT PURCHASE PERTAINING TO THIS PROJECT
The estimated total cost for the professional services to be performed by
Bayshore in connection with the Project is 5 950.00 plus applicable taxes.
The cost per hour is: $148.75
The estimated project length is: 5 days
GSA Contract #: GS-35F-0348T Schedule 70
State Tem 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
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Exchange 2010 Migration Project
May 17, 2012
designated below:
Accounts Payable Contact Accounts Payable Telephone #
Not applicable to this project.
Account Manager — Jai Kruse, ikruse btfl.com, 813-889-8324 x123
CTO - Frank Mann, fmann btfl.com, 813-889-8324 x106
Director of Technical Services — Joel Snow, IsnowCa�btfl.com x117
Cloud Services Manager— Nathan Bacheller, nbacheller(a�btfl.com , x125
Storage and Virtualization Practice Manager — Todd Flatt, tflatt btfl.com, x144
Senior Technical Consultant - Tim LaMar, tlamar(a�btfl.com
Bayshore consultants should have access to the following:
o Workspace (chairs, desks, power, etc) and access to Customer'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
connections for research and email)
o Telephone access, network connections (wired or wireless),
printer, copier, and fax access
The appropriate Customer 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.
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Exchange 2010 Migration Project
May 17, 2012
Customer Representative Customer Representative Phone #
• 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.
• 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
Year's 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 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.
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Exchange 2010 Migration Project
May 17, 2012
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
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 pertormance 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
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Exchange 2010 Migration Project
May 17, 2012
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 liabiliry 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
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.
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BAYSHOR TECHNOLOGIES, INC.
By: Jo Snow ���L. M A J n1
Title: Director of n al Services C�0
Signature:___ _ _____
Date: May ��_, 2012
CIT
By:
w�u
City�„�A„Qy��
Date: May �o , 2012
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Exchange 2010 Migration Project
May 17, 2012
Ap oved as to fo : Attest:
��-�- � ��.a�� � �- S�'�'�f �C�j'
I) S •� Rosemarie Call ♦ �1�1, �
l.tsl� � k . v �, _ , � p � �
Assistant City A r e� City Clerk �„� ; �C
Date: May �_, 2012 Date: May �, 2012 � = �
q.e._—..��
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