SR 06-14-2022 3L
City Council
Report
City Council Meeting: June 14, 2022
Agenda Item: 3.L
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To: Mayor and City Council
From: Joseph Cevetello, Chief Information Officer, Information Services Department
Subject: Approval of Second Modification to Agreement with AdaptivEdge, LLC for
data retention and classification label services
Recommended Action
Staff recommends that the City Council authorize the City Manager to reinstate,
negotiate and execute a second modification to agreement #3617 in the amount of
$70,000 with AdaptivEdge, LLC for data retention and classification label services for
the Information Services Department. This will result in a four-year amended agreement
with a new total amount not to exceed $148,355 with future year funding contingent on
Council budget approval.
Summary
To ensure the City’s electronic data is retained according to the City’s records retention
schedule and to ensure that documents are appropriately secured, the Information
Services Department seeks to modify an existing agreement with AdaptivEdge, LLC to
provide data retention and classification services for the City. AdaptivEdge, LLC will be
designing and configuring the appropriate data retention and classification policies on
behalf of the City to ensure they align with the City’s current data retention schedule
and administrative instruction policy. These services are necessary to ensure the City
remains compliant with the California Consumer Protection Act, protect the privacy and
data integrity of data within City systems and documents, minimize legal risk, and
properly secure and manage sensitive data as required for business purposes. This
allows the City to keep electronic records organized and free of outdated information
that would otherwise be a threat to data security. Additionally, this vendor will assist
the City in the development of data retention policies that will provide automatic
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deletion of unnecessary electronic documents that will result in cloud storage cost
savings to the City.
Discussion
The City entered into two separate prior contracts with AdaptivEdge, LLC which were
below purchasing thresholds and did not require City Council approval. Contract No.
3545 in the amount of $50,000 was to assist with the migration of the Police
Department’s on-premise file storage system to Office365 SharePoint (cloud-based
application). After Contract No. 3545 expired, the City entered into Contract No. 3617 in
the amount of $78,355 to complete the scope of work for the Police Department’s
storage migration. A first modification to Contract No. 3617 was issued on 12/4/2020,
which added scope for additional training and support services.
The cumulative total amounts of both contracts exceed the City Manager’s Professional
Services Agreement authorization threshold of $95,000 and Council must authorize any
additional modifications and spending authority. In addition, Contract No. 3617 has
expired and a contract renewal of 2 additional years is needed to perform the remaining
scope of work. Staff is now seeking Council’s approval to modify the existing
agreement with AdaptivEdge, LLC to provide data retention and classification label
services in the amount of $70,000 and to extend the term by 2 years. The development
of appropriate data retention and classification labels are vital to ensure the proper
protection of the City’s data stored within Microsoft Office 365.
Vendor Selection
Bidder Recommendation
Best Qualified Person/Firm AdaptivEdge
Evaluation Criteria
(include all that apply)
Project Strategy, References, Experience, Project Team, Cost, Sample
Materials, Presentation/Demonstration, Quality of Work/Technical
Capabilities
Municipal Code SMMC 2.24.190
RFPs Received
AdaptivEdge, LLC eVolvingApps Golden Five, LLC Insight
ISSQUARED, INC Konica Layer 7 Data PCMG
Tech Mahindra
RFP Data
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Posted On Posted On
Advertised In
(City Charter & SMMC)
Vendors
Downloaded
Date Publicly
Opened
12/27/2021 City's Online
Bidding Site Santa Monica Daily Press 9 12/27/2021
Justification to Award
AdaptivEdge, LLC was selected as the best bidder based on the evaluation criteria outlined in
RFP#219. The scope of work included in this modification were part of the original specifications
of the RFP. Bids were evaluated based on the criteria in SMMC 2.24.190 including references,
experience, project team, cost, project strategy, sample materials, presentation/demonstration
and quality of work/technical capabilities. The selected vendor is able to meet the City’s
technical requirements, has extensive experience working with projects of this size and scope,
and have experience with local government clients, and users who rely on Microsoft
collaboration technology. The City will not be going to bid for services at this time, as the scope
of work was previously procured under RFP#219.
Financial Impacts and Budget Actions
Staff seeks authority to approve available funding from the General Fund to increase
the amount of the agreement with AdaptivEdge, LLC for data retention and classification
label services. Future year funding is contingent on Council approval.
Contract Modification Request
Agreement #
Current Authorized
Amount
FY 2021/22 Budget
Modified Request
Amount
Dept/CIP Account # Total Revised
Contract Amount
3617 $78,355 $70,000 01140001.552010 $148,355
Prepared By: Veronica Mitchell, Information Security Officer
Approved
Forwarded to Council
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Attachments:
A. OAKS INITIATIVE FORM
B. Executed PSA_Ct. No._3617_-_AdaptivEdge (first modification)
C. Executed_PSA_Ct._No._3545_-_AdaptivEdge
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CITY OF SANTA MONICA
OAKS INITIATIVE NOTICE
NOTICE TO APPLICANTS, BIDDERS, PROPOSERS
AND OTHERS SEEKING DISCRETIONARY PERMITS, CONTRACTS,
OR OTHER BENEFITS FROM THE CITY OF SANTA MONICA
Santa Monica’s voters adopted a City Charter amendment commonly known as
the Oaks Initiative. The Oaks Initiative requires the City to provide this notice and
information about the Initiative’s requirements. You may obtain a full copy of the Initiative’s
text from the City Clerk.
This information is required by City Charter Article XXII—Taxpayer Protection. It
prohibits a public official from receiving, and a person or entity from conferring, specified
personal benefits or campaign advantages from a person or entity after the official votes,
or otherwise takes official action, to award a “public benefit” to that person or entity. The
prohibition applies within and outside of the geographical boundaries of Santa Monica.
All persons or entities applying or receiving public benefits from the City of Santa
Monica shall provide the names of trustees, directors, partners, and officers, and names
of persons with more than a 10% equity, participation or revenue interest. An exception
exists for persons serving in those capacities as volunteers, without compensation, for
organizations exempt from income taxes under Section 501(c)(3), (4), or (6), of the
Internal Revenue Code. However, this exception does not apply if the organization is a
political committee or controls political committees. Examples of a “public benefit” include
public contracts to provide goods or services worth more than $25,000 or a land use
approval worth more than $25,000 over a 12-month period.
In order to facilitate compliance with the requirements of the Oaks Initiative, the City
compiles and maintains certain information. That information includes the name of any
person or persons who is seeking a “public benefit.” If the “public benefit” is sought by an
entity, rather than an individual person, the information includes the name of every person
who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten percent
interest in the entity. Therefore, if you are seeking a “public benefit” covered by the Oaks
Initiative, you must supply that information on the Oaks Initiative Disclosure Form. This
information must be updated and supplied every 12 months.
DocuSign Envelope ID: 7C35A398-DCA7-448D-BDB6-89764F6870D1
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CITY OF SANTA MONICA
OAKS INITIATIVE DISCLOSURE FORM
In order to facilitate compliance with the requirements of the Oaks Initiative, the City
compiles and maintains certain information. That information includes the name of any
person or persons who is seeking a “public benefit.” If the “public benefit” is sought by
an entity, rather than an individual person, the information includes the name of every
person who is: (a) trustee, (b) director, (c) partner, (d) officer, or has (e) more than a ten
percent interest in the entity.
Public benefits include:
1. Personal services contracts in excess of $25,000 over any 12-month period;
2. Sale of material, equipment or supplies to the City in excess of $25,000 over a 12-
month period;
3. Purchase, sale or lease of real property to or from the City in excess of $25,000
over a 12- month period;
4. Non-competitive franchise awards with gross revenue of $50,000 or more in any
12-month period;
5. Land use variance, special use permit, or other exception to an established land
use plan, where the decision has a value in excess of $25,000;
6. Tax “abatement, exception, or benefit” of a value in excess of $5,000 in any 12-
month period; or
7. Payment of “cash or specie” of a net value to the recipient of $10,000 in any 12-
month period.
Name(s) of persons or entities receiving public benefit:
Name(s) of trustees, directors, partners, and officers:
Name(s) of persons with more than a 10% equity, participation, or revenue interest:
Prepared by: ____________________________Title: __________________________
Signature: ______________________________________ Date: ________________
Email: ____________________________________ Phone: ____________________
FOR CITY USE ONLY:
Bid/PO/Contract # ____________________________ Permit # ___________________________
DocuSign Envelope ID: 7C35A398-DCA7-448D-BDB6-89764F6870D1
Stephen Soper
Stephen Soper
ssoper@adaptivedge.com
AdaptivEdge LLC
3/27/2022
415.534.9477
PrincipalStephen Soper
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Contract No. 3617
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. On or about December 23, 2019, the City and AdaptivEdge entered into Agreement
Number 3545 (CCS) (“Contract 3545”) for professional services to design a SharePoint
team site and information architecture in an amount not to exceed of $50,000.00.
D. Before the project was completed, the Contract 3545 inadvertently expired on June
30, 2020. The total amount paid out under the Contract 3545 was $16,081.91.
E. The City and AdaptivEdge now desire to enter into this Agreement for AdaptivEdge
to complete the professional services to the City in an amount that does not exceed
$61,490.
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,
2021, 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.
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10/20/2020
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4. Compensation. The City will compensate AdaptivEdge for the Services performed in
an amount not to exceed $61,490, as set forth in Exhibit B. The total amount of
compensation paid to AdaptiveEdge for the Services under this Agreement and
Contract No. 3545 will not exceed $77,571.91.
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,
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. 3617
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. 3617
6.2 All notices, demands, requests or approvals to AdaptivEdge:
AdaptivEdge
2127 San Antonio Avenue
Alameda, CA 94501
Attention: Stephen Soper, Principal
ssoper@adaptivedge.com, (415) 534-9477
Re: Contract No. 3617
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
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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
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
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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.
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
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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.
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
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the following provision:
This agreement is consistent with all terms and conditions of
the Agreement No. 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
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 Manag
AdaptivEdge Corporation
#VENDOR
By: ________________________________
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George Cardona
10/16/2020
Interim City Attorney
Principal
AdaptivEdge
10/16/2020
Stephen Soper
10/20/2020
Lane Dilg
10/20/2020
Interim City Manager
Denise Anderson-Warren
City Clerk
10/20/2020
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Exhibit A
Scope of Services
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City of Santa Monica
Statement of Work
Police Department
SharePoint Online Migration
November 15, 2019
SOW 1174859321
Phone: 415.534.9477
E-Mail: ssoper@adaptivedge.com
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
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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 on-
premises 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 well-
designed 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
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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)
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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
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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
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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, web-
based 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
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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
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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
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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.
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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
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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
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City of Santa Monica
Statement of Work
Microsoft Teams Pilot
September 23, 2020
SOW 2874435131
Phone: 415.534.9477
E-Mail: ssoper@adaptivedge.com
Web: www.adaptivedge.com
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Table of Contents
Project Overview ....................................................................................................................................................... 3
Phase 1: Envisioning & Requirements Gathering ...................................................................................................... 5
Phase 2: Teams Technical & Governance Design ...................................................................................................... 6
Phase 3: Information Architecture ............................................................................................................................ 7
Phase 4: Training ....................................................................................................................................................... 8
Assumptions .............................................................................................................................................................. 9
Customer Responsibilities ....................................................................................................................................... 11
Estimated Project Effort .......................................................................................................................................... 12
Total Project Cost .................................................................................................................................................... 12
Terms and Conditions ............................................................................................................................................. 13
Change Control ....................................................................................................................................................... 13
Statement of Work Acceptance .............................................................................................................................. 13
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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 Microsoft Teams Rollout project (the “Project”).
The City of Santa Monica is looking to conduct a pilot of rollout Microsoft Teams (the “Pilot”) to improve
collaboration and efficiency across departments. The City owns Microsoft Teams licenses and has been piloting
Teams within the IT department. The value of Teams has become apparent the rollout more urgent given the
number of users working from home due to the COVID-19 pandemic.
The Pilot will consist of the following departments and users:
• IT and Power User Group: 110 users
• Library: 47 users
• Finance: 73 users
• Community Services Department: 90 users
The City wants to ensure that the rollout of Microsoft Teams is done effectively to minimize confusion and
resistance and efficiently to realize the benefits as quickly as possible. In parallel, the City wants to ensure that
Microsoft Teams security, governance and compliance is in place prior to rolling out Teams organization-wide.
The Customer currently leverages Skype for Business 2015 on-premises for instant messaging, peer-to-peer
audio/video and external web conferencing. The intent is to leverage a side-by-side approach where Skype for
Business and Teams can be used in parallel allowing the Customer the flexibility to onboard users to Teams in a
phased approach. The current plan is that Skype for Business on-premises will not be configured in hybrid mode
and user profiles will not be migrated to Skype for Business Online. Leveraging Teams telephony is not part of
the project scope but can be addressed as part of the Teams envisioning and roadmap as the Customer desires.
AdaptivEdge leverages a holistic approach to ensure end user adoption:
AdaptivEdge will assist the Customer in developing a Teams rollout plan and supporting design. The Teams
design phase will include the development of a rollout plan that addresses co-existence with Skype for Business
on-premises and limits the business impact by eliminating unnecessary change. The design phase will also
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include a review of all Teams and Office 365 Groups settings from a security, governance and compliance
perspective.
After finalization of the Teams governance design, AdaptivEdge will work with a pilot group of departments and
stakeholders to aid, train and assist stakeholders in configuring Teams elements (teams, channels, tabs,
SharePoint lists/libraries, apps, etc) to support collaboration needs and business requirements. Microsoft Store
Teams training will be leveraged for administrative and end user Teams training and AdaptivEdge will
supplement training as needed.
The Project scope will include the following phases:
Phase 1: Envisioning & Requirements Gathering
Phase 2: Teams Technical & Governance Design
Phase 3: Information Architecture
Phase 4: Training
This SOW only covers the Pilot departments and users listed above and does not include the rollout of Teams
across all City departments and users. AdaptivEdge recommends that ongoing Teams monitoring, optimization
and training be provided beyond the Pilot scope, which is not included in this SOW. AdaptivEdge will work with
the City to help plan for ongoing Teams efforts and can augment City staff as needed as part of a separate SOW.
AdaptivEdge will be responsible for all Teams and Office 365 work outlined and included in this SOW. The
delivery team will consist of one to two Senior Microsoft Engineers and a Project Manager. The Project is
expected to take approximately six to eight weeks depending on Customer availability and scheduling for testing
and planned cutover windows.
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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 Business, technical stakeholders have been identified
ü Global Reader and SharePoint administrator access to Office 365
Tasks
q Identify potential project stakeholders and champions
q Qualify stakeholder participation and roles
q Conduct Teams workshops with stakeholders covering Teams core functionality:
o Meetings
o Chat
o Conversations and files
o Tabs and extensibility
o Teams Live Events
q Work with stakeholders to Identify and prioritize use cases
q Develop a Teams roadmap detailing the introduction of Teams across Pilot departments
q Document audiences and personas
q Document technical, functional and licensing requirements for use cases and personas
q Develop high-level communication plan
q Develop success criteria
Completion Criteria
ü Teams stakeholder and champion group solidified
ü Workshops delivered
ü Roadmap documented and finalized with Customer feedback
ü Audiences, personas and requirements documented
ü High-level communication plan and success criteria
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Phase 2: Teams Technical & Governance Design
Overview
Based on the roadmap of Teams features and functionality established in Phase 1, AdaptivEdge will work with
the Customer to design and document all Teams settings that will provide required functionality and
governance. This will include co-existence planning with Skype for Business on-premises.
Prerequisites
ü Completion of Phase 1
ü Availability of all required stakeholders and IT personnel
Tasks
q Review reports on existing usage of Skype for Business on-premises
q Review network requirements for planned use cases and workloads
q Teams client deployment planning
q Review and document Teams-related settings for:
o Azure AD external collaboration settings
o SharePoint & OneDrive settings
o Data Loss Prevention (DLP)
o Conditional access
o Office 365 Groups naming and classification
o Office 365 Groups expiration and retention
o Teams archive and restore
o Teams administrator roles and permissions
o Organizational settings
o Meetings policies
o Messaging policies
o Voice settings
o App policies
q Work with the Customer to implement all policy and setting changes based on the design
q Develop a Teams creation policy and process
q Provide guidance for ongoing management and operations
Completion Criteria
ü Teams-related settings and policies reviewed, finalized and implemented
ü Teams creation policy and process documented
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Phase 3: Information Architecture
Overview
AdaptivEdge will work with key Pilot stakeholders to build a foundational Teams information architecture for the
departments and sub-departments involved in the Pilot. The information architecture will include the structure
of Teams, Channels and Tabs that will facilitate the use cases highlighted in Phase 1 by integrating content and
solutions that exist in Office 365 and 3rd party applications that can be integrated into Teams.
Prerequisites
ü Completion of Phase 1
Tasks
q Review existing top-level information architecture artifacts including organizational chart, intranet,
folder shares, SharePoint sites and communications
q Inventory SharePoint Online content and Office 365 Groups
q Develop a top-level Teams information architecture with stakeholder guidance and input
q Aid, train and assist stakeholders in configuring Teams elements:
o Teams
o Channels
o Existing SharePoint lists/libraries
o Websites
o Planner
o Stream
o Microsoft Lists
o Approved 3rd party apps
q Refine process and modify the rollout plan based on feedback from the Pilot
Completion Criteria
ü Teams information architecture developed and implemented for the Pilot departments
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Phase 4: Training
Overview
The final phase of the project will be end user training for Pilot departments and users. Microsoft Store training
will also be leveraged in combination with training provided by AdaptivEdge. Training content and use cases will
be developed with Customer input and based on AdaptivEdge experience and best practices. Training sessions
will be recorded for future reference and AdaptivEdge will provide additional training resources that the
Customer can re-use and re-purpose for the organization-wide rollout of Teams.
Prerequisites
ü Pilot users identified and made available for training
ü Completion of all prior phases
Tasks
q Develop training plan based on audience and role:
o Content
o Schedule
o Logistics
q Review and document remote training logistics
q Work with the Customer to configure Teams channels and upload demo content to be used for the
training purposes
q Finalize a detailed project plan for the training delivery and follow-up
q Rehearse and prepare for training delivery sessions
q Provide up to sixteen hours of end user and administrator training across multiple sessions, as required
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. Optionally, the training content will be
provided to the Customer for inclusion in a Learning Management System (LMS) or other location.
q Upload recorded videos and other training material to the Training and Adoption site
Completion Criteria
ü Training groups and content finalized
ü Training session requirements finalized and documented
ü Training site created and training content uploaded
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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.
• 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 twenty 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
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.
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• 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.
• Some amount of end user training will be delivered by Microsoft Store training resources. AdaptivEdge
will supplement Microsoft-provided training as needed.
• The $7,500 credit shown in the Cost Proposal below will leverage $4,000 in Partner Investment Engine
(“PIE”) funding and $3,500 for Microsoft Accelerator Workshop funding. Use of these funds assumes that
the Customer will promptly provide Proof of Execution (“POE”) to Microsoft upon completion of funding
activities.
• Information Architecture scope is limited to no more than 10 teams, 30 channels and 50 tabs (not
including Channel default Conversation and Files tabs) in aggregate.
• Training content will be delivered as-is in native file formats such as Office, PDF and MPEG. The project
scope does not include providing SCORM formatted training material or any other required format for
the Customer’s LMS.
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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 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 that would materially
impact the Teams rollout.
• 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 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 beyond the effort included by
AdaptivEdge to engage with and support stakeholders and Change Champions.
• 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.
• Client will handle any printed materials that the Client deems appropriate including; student manuals,
quick reference guides, etc.
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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 48
Phase 2: Teams Technical & Governance Design 32
Phase 3: Information Architecture 40
Phase 4: Training 48
TOTAL 168
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 Office 365 Teams Architect 168 $175/hr $29,400
Project Manager 42 $135/hr $5,670
Estimated Travel Expenses $0
Less: Microsoft Funding ($7,500)
TOTAL 210 $27,570
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Terms and Conditions
This SOW constitutes the full scope of services and is governed by the Terms and Conditions of the Professional
Services Agreement (“MSA”) executed by the parties on December 23, 2019. 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:
10/1/2020
Chief Information Officer
Joseph Cevetello
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Exhibit B
Budget
The City will compensate AdaptivEdge for all Services performed under this Agreement in
an amount not to exceed $61,668.09.
The City previously paid AdaptiveEdge $16,081.91 under Contract 3545. The total
amount of compensation paid to AdaptiveEdge for the Services under this Agreement and
Contract No. 3545 will not exceed $77,571.91.
AdaptivEdge will bill the City semi-monthly for the actual hours worked at the rates
identified below and actual expenses incurred.
AdaptivEdge will bill the City semi-monthly for the actual hours worked at the rates
identified below and actual expenses incurred.
The $22,500 credits shown in the Cost Proposal above reflects that AdaptivEdge will
honor the Microsoft deployment planning services (“DPS”) voucher days assigned to them
by the City.
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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
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the specified minimum limits of insurance and coverage shall be available to the City of
Santa Monica.
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
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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:
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
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# 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.
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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,
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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
ssoper@adaptivedge.com, (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
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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
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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: ________________________________
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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
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Exhibit A
Scope of Services
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City of Santa Monica
Statement of Work
Police Department
SharePoint Online Migration
November 15, 2019
SOW 1174859321
Phone: 415.534.9477
E-Mail: ssoper@adaptivedge.com
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
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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 on-
premises 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 well-
designed 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
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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)
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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
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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
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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, web-
based 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
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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
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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
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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.
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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
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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
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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.
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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.
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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:
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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.
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