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HomeMy WebLinkAboutPR 18241: MASTER SERVICE AGREEMENT WITH LIFTOFF, LLC, DEPLOYMENT OF OFFICE 365 MICROSOFT EXCHANGE AND TRAINING INTERNAL CORRESPONDENCE To: John A. Comeaux, Interim City Manager From: Fay Young, Information Technology Manager Date: March 11, 2014 Subject: Proposed Resolution No. 18241 In an effort to provide a more reliable messaging system, Information Technology will be migrating mailboxes that are part of the portarthur.net mail domain, from the system currently hosted by Go!Web to one that is hosted by Microsoft. The change is expected to provide a system that is more reliable and offers more functionality than the current system. To assist in making the transition as smooth and successful as possible, Microsoft has engaged LIFTOFF, LLC to assist in the process. LIFTOFF, LLC, a Certified Microsoft Partner specializing in Microsoft Online Services, will provide deployment guidance and training to the Information Technology staff, without cost to the City. cc: Deborah Echols, Finance Director P.R. NO. 18241 FY 3/10/2014 RESOLUTION NO. A RESOLUTION AUTHORIZING THE CITY MANAGER TO ENTER INTO A MASTER SERVICE AGREEMENT WITH LIFTOFF, LLC FOR THE DEPLOYMENT OF OFFICE 365 MICROSOFT EXCHANGE AND TRAINING OF THE INFORMATION TECHNOLOGY STAFF WHEREAS, Microsoft is engaging LIFTOFF, LLC to provide guided deployment services focused on Office 365 Microsoft Exchange; and WHEREAS, LIFTOFF, LLC will perform such services without financial costs to the City; and WHEREAS, it is in the best interest of the City to receive guidance in the implementation of the Microsoft Exchange Messaging system. • NOW THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF PORT ARTHUR: Section 1. That, the facts and opinions in the preamble are true and correct. Section 2. That, the City Council hereby authorizes the City Manager to enter into a Master Service Agreement with LIFTOFF, LLC in substantially the same form as attached hereto as Exhibit "A" without financial cost to the City. Section 3. That, a copy of the caption of this Resolution be spread upon the Minutes of the City Council. READ, ADOPTED AND APPROVED this the day of , A.D. 2014 at a meeting of the City of Port Arthur, Texas by the following vote: AYES: Mayor: Councilmembers: NOES: Mayor P.R. NO. 18241 FY 3/10/2014 ATTEST: Sherri Bellard, City Secretary APPROVED AS TO FORM: 0 (.:( 1A&Y ed■ii Val Tizerio, V' ttorney APPROVED FOR ADMINISTRATION: John A. Comeaux, P.E. Deborah Echols Interim City Manager Director of Finance 3 Shawna Tubbs Fay Y u Purchasing Manager Information Technology Manager P.R. NO. 18241 FY 3/10/2014 EXHIBIT "A" MASTER SERVICES AGREEMENT This Master Services Agreement ( "Agreement ") is made effective as of March 7, 2014 by and between LiftOff, LLC of 1667 Patrice Circle, Crofton, MD 21114 and City of Port Arthur, TX ( "Client") of PO Box 1089, Port Arthur, TX 77641. Therefore, the parties agree as follows: 1. Background, Intent, and Relationship 5. Expenses The purpose of this Agreement is to establish the terms and con- In addition to the charges for services as described above and with ditions governing the contractual relationship between the parties. prior approval of the Client, the Client shall reimburse LIFTOFF Nothing in this Agreement shall be interpreted or construed as (1) for all reasonably and necessary expenses (including travel, lodg- creating or establishing a partnership, joint venture or similar busi- ing, travel meals, and other related costs) incurred in the course of ness relationship between the parties; (2) creating or establishing performing services under this Agreement. an exclusive relationship between the parties, or (3) creating or establishing any employment relationship between the parties, 6. Confidentiality which hereby acknowledge that LIFTOFF is an independent con- Customer and Client acknowledge that, by reason of this Agree - tractor under this Agreement. ment, each may have access to certain information and materials concerning the others business, plans, customers, technology and 2. Statements of Work products that are confidential. Such information and materials are All services performed under this Agreement will be specified in of substantial value to each party, which value would be impaired a Statement of Work ( "SOW ") to be prepared for each engage- if such information were disclosed to third parties. Neither party ment and signed by the parties. The initial SOW is incorporated shall disclose to third parties, or use in any way for its own account in this Agreement as Exhibit A, attached hereto. To the extent or for the account of any third party, any such confidential infor- that any term contained in the SOW may be contradictory to any mation disclosed as a result of this Agreement. term contained in this Agreement, the parties agree that the SOW shall govern. 7. Termination of Agreement This Agreement shall be in effect until such time as all services It is agreed that the terms and conditions of this Master Agree- have been fully performed by LIFTOFF and all invoices have ment shall govern with respect to the services to be provided to been fully paid by the Client. This agreement may be terminated Client by LIFTOFF, in accordance with each SOW executed by by either parry for convenience upon sixty (60) days prior written the parties. Each SOW shall become an Addendum to this Master notice. Termination by client for convenience will result in Agreement. The terms of this Master Agreement will be incorpo- charges for all in- process work. Upon termination of this Agree - rated into each SOW by reference. ment for any reason, Sections 3, 6, 8, 9 will survive and bind the parties in their entirety. 3. Professional Services Agreement This Agreement is for the performance of professional services 8. Indemnity, Disclaimers, Limitation of Liability only. LIFTOFF reserves the right to incorporate any techniques, In no event shall LIFTOFF's aggregate liability arising from or skills, and /or procedures known or acquired from this or any relating to the agreement or the services rendered (regardless of other project into this or any future professional services engage- the form or action, whether by contract, warranty, tort, malprac- ments. Any such techniques, skills, or procedures remain the sole lice, fraud, and /or otherwise) exceed the amount actually paid by intellectual property of LIFTOFF, and may be used in any con - the client to LIFTOFF for services'rendered under the agreement. temporaneous or future professional services engagements for this or any other Client, without limitation. In no event shall LIFTOFF be liable for any consequential, spe- cial, indirect, incidental, or punitive damages, or for any loss of This is not a Work for Hire agreement. LIFTOFF does not sell, profits, revenue or business opportunities, regardless of the form assign or transfer ownership of any intellectual property used or of action and even if LIFTOFF has been advised of the possibility developed by LIFTOFF in the performance of any services for thereof. the Client pursuant to this Agreement. Nothing contained herein or in any SOW hereunder shall be construed or interpreted as any 9. Non - Solicitation of Employees such sale, transfer, conveyance or assignment of any right, title or During the term of this Agreement and for twelve (12) months interest by LIFTOFF in any of its intellectual property. thereafter, neither party will, either directly or indirectly, solicit for employment by itself (or any of its affiliates) any employee of the 4. Invoice Remittance other party (or any of its affiliates), unless the hiring party obtains Invoice payments must be sent to the LIFTOFF main office: 1667 the written consent of the other party. Patrice Circle, Crofton, MD 21114. The LIFTOFF Federal ID number is: 27- 1914176. 10. Governing Law /Jurisdiction This contract will be governed by and construed in accordance Payment terms are specified on the SOW. Payments are consid- with the laws of the State of Maryland, excluding its conflict of ered late on the 30th day after the due date. Late payments will laws provisions. incur a 2% late payment fee for each block of 30 or fewer days overdue (payments 30 -60 days overdue will be assessed a 2% fee, payments 60 -90 days overdue will be assessed a 4% fee, etc...) © 2014 Liftoff, LLC. All Rights Reserved www.LiftoffOnline.com 11. Disputes The parties agree that any dispute arising from this Agreement Such address may be changed from time to time by either Party shall be settled by arbitration in accordance with the Commercial by providing written notice to the other in the manner set forth Rules of the American Arbitration Association. Judgment upon above. the award rendered by the arbitrators may be entered in any court having jurisdiction thereof. Where disputes are submitted to ar- 14. Credit and Public Awareness bitration, the parties agree to accept the decision of the arbitrators The Client further agrees to allow LIFTOFF to take public recog- as final and binding on both parties. Arbitration shall be con- nition of its engagement through the use of press releases, inter- ducted in Maryland in accordance with the laws of Maryland. net postings, competition entries or other communication mate- rials. This awareness will not violate any confidentiality provisions 12. Severability of this agreement, nor will it disclose any financial terms of the If any provision of this Agreement shall be held to be invalid or engagement without the prior written consent of the Client. unenforceable for any reason, the remaining provisions shall con- tinue to be valid and enforceable. 15. Waiver The failure of either Party to enforce any provision of this Agree - 13. Notices ment shall not be construed as a waiver or limitation of that Party's All notices required or permitted under this Agreement shall be in right to subsequently enforce and compel strict compliance with writing and shall be deemed delivered as of the date delivered via every provision of this Agreement. facsimile, overnight mail or United States certified or registered mail, addressed as follows: 16. Entire Agreement This Agreement and the referenced SOW constitute the entire City of Port Arthur, TX agreement between the parties, and supersede all prior or contem- Fay Young, CIO poraneous communications between the parties (whether written PO Box 1089 or oral) relating to the subject matter of this Agreement. This Port Arthur, TX 77641 Agreement may only be modified or amended in a writing signed by both parties. There are no representations or commitments re- Liftoff, LLC lied upon by either party not contained herein. Ron Braatz, President 1667 Patrice Circle Crofton, MD 21114 IN WITNESS WHEREOF, the parties have caused their authorized representatives to execute this Agreement as of the Effective Date. LiftOff, LLC City of Port Arthur, TX By: By: Ron Braatz Date Name: Date President Title: © 2014 Liftoff, LLC. All Rights Reserved www.LiftoffOriline.com Exhibit A — Initial Statement of Work 1. Work to Be Performed 1.1. LIFTOFF will provide Guided Deployment Services focused on the migration to the Office 365 solution. Specifically, the work will: 1.1.1. Consist of an overall "Coach /Mentor" approach, where LiftOff will work with your IT Staff to determine the best approach for the migration and train your IT Staff on the new Microsoft Office 365 system. 1.1.2. Consist of an Assessment process where we will complete an analysis of the current email environment and ensure that requirements are captured, core functionality is reviewed, and details for the migration are discussed and reviewed. This will be conducted via phone and typically takes 2 -3 hours to complete. 1.1.3. Assist in the purchase of the Office 365 licenses and review the licensing agreement with Microsoft. 1.1.4. Consist of Setup and Pre - Staging in the Office 365 Admin Console where we will get the domain added, up- dated, and verified, and the users imported into the cloud system. 1.1.5. Consist of migration wrap - up support to include modifying the MX record and verifying mail flow. 1.1.6. Conclude with a Project Close - Out consisting of tips for managing Microsoft support post - deployment and instructions for reviewing LiftOff s performance in the Microsoft Pinpoint System. 1.2. LIFTOFF will provide an "Office 365 Workshop" via phone with Client. Specifically, the work will include mini training sessions on: 1.2.1. The Office 365 Admin Center (OAC) and the Exchange Admin Center (EAC) 1.2.2. Exchange Online Protection (EOP) 1.2.3. PowerShell functionality within Office 365 1.3. Provide copies of planning materials and communications including the Microsoft Office 365 Deployment Guide, LiftOff proprietary training material and prepared staff template communiques, and other migration literature as necessary. 1.4. This Statement of Work will commence upon acceptance of documents on dates negotiated between LIFTOFF and Client. 2. Investment & Payment Structure 2.1. The cost of the services outlined in Section 1 above is $0. This is the client cost and has already factored in any incentives or promotions. This pricing is valid for 30 days past the date identified in section 3.1. Invoicing is done after the Assessment Process (1.1.2) and terms are Net 30. All subscription software is licensed directly with Microsoft. 2.1.1. This reduced pricing is contingent on the following factors: 2.1.1.1. The client must fully qualify for the Fast -Track Deployment Offer. Terms and Conditions are here: http:/ /fasttrack.office.com,•'lvledia /Default /DeploymentOffer /Office 365 Deployment Of- fer Terms and Conditions ENG.pdf 2.1.1.2. The client must purchase at least 150 "qualifying" licenses. Instructions for this will be provided. © 2014 LiftOff, LLC. All Rights Reserved www.LiftoffOnline.com 3. General Terms and Conditions 3.1. This Statement of Work will be bound by the terms of the Master Services Agreement between LIFTOFF & Client dated March 7, 2014, to which this Initial Statement of Work is attached as Exhibit A. 4. Signature Agreed and Accepted by: LiftOff, LLC City of Port Arthur, TX By: By: Ron Braatz Date Name: Date President Title: © 2014 LiftOff, LLC. All Rights Reserved www.LiftoffOnline.com