HomeMy WebLinkAbout20171117.tiffBOARD OF COUNTY COMMISSIONERS
PASS -AROUND REVIEW
RE: Prosum Master Services Agreement
DEPARTMENT: Information Technology DATE: 4/18/17
PERSON REQUESTING: Ryan Rose / Sam Penn
Brief description of the problem/issue:
Microsoft has nominated Weld County to receive up to $25,000.00 worth of Microsoft Investment Funding for
the development, configuration and deployment of the Microsoft Windows 10 Operating System through our
System Center Configuration Manager (SCCM) utility. These services would be provided by a third -party source,
Prosum. Prosum has provided Weld County with a Scope of Work (SOW) defining the parameters of the services
included in the Microsoft funded support. There will be no cost incurred by Weld County for these services.
However, IT did contact three vendors to ensure the $24,875 in Microsoft funded support was the best pricing
available.
What options exist for the Board? (Include consequences, impacts, costs, etc. of options)
The Board could elect not to exercise this option. Weld County staff would continue efforts towards the project,
however the progress would be significantly delayed.
Recommendation:
The county attorney's office has reviewed the documents. Weld County IT recommends that the Board approve
the attached MSA and subsequent SOW allowing Weld County to utilize Prosum professional services for the
development, configuration and deployment of the Microsoft Windows 10 OS through SCCM.
AAnorove
Recommendation
Sean P. Conway
Julie A. Cozad, Chair
Mike Freeman
Barbara Kirkmeyer
Steve Moreno, Pro-Tem
41-42V-rW/7
Schedule
Work Session
Other/Comments:
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2017-1117
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PROSUM
Master Services Agreement
This Master Services Agreement for Information Technology Services (this "Agreement") is entered
into as of April I ''I , 2017 (hereinafter referred to as "Effective Date'), by and between Weld County, a
County Government organized under the laws of the State of Colorado ("Customer'), and Prosum, Inc, a
corporation organized under the laws of the State of California ("Prosum") (Prosum and the Customer,
together, the "parties", and, individually, a "party").
The Customer agrees to purchase and receive, and Prosum agrees to furnish and perform the
goods and services separately detailed in one or more addendum(s) in accordance with the general terms
and conditions set forth herein, as such terms may be amended or modified in an Addendum as described
below.
1. Construction. This Agreement is composed of the general terms and conditions which
shall apply, as applicable, to all goods and services furnished and performed by Prosum pursuant to the
Addendum(s) (collectively, the 'Services"). Each Addendum will contain additional terms and conditions
with respect to the particular Services to be provided hereunder, including a description of the Services and
the fees therefore, as well as any modifications to the terms and conditions of this Agreement with respect
to that Addendum. Upon execution, each such Addendum, including any exhibits thereto, shall be deemed
attached as an addendum to, and incorporated into, this Agreement. In the case of any ambiguity or conflict
between this Agreement and any Addendum, the Addendum shall control.
2. Scope of Services. The Services to be provided by Prosum to Customer hereunder,
including any applicable deliverables and schedules therefore, shall be separately described in each
Addendum. In the event Customer requests any changes to the Services to be provided hereunder,
including the scope and price therefore or the terms thereof, such changes will be subject to written
agreement by the parties in accordance with Section 17. Customer agrees to perform any obligations of
Customer set out herein or separately set out in each Addendum. Each party agrees its actions under this
Agreement shall comply with all applicable federal, state and local laws, ordinances, rules, regulations,
court orders, and applicable governmental agency orders.
3. Term of Aoreement/Addendumist. The term of this Agreement shall be coterminous
with the term(s) of any current or future Addendum(s), unless the term of this Agreement is earlier
terminated as provided for in Section 6 (Termination). The term of each Addendum shall commence upon
execution thereof and continue for the term set out therein, unless such term is earlier terminated as
provided for in Section 6 or in such Addendum.
4. Payments Terms. Unless otherwise stated in an Addendum, Customer will pay Prosum
the fees and expenses as set out in each Addendum at terms of net thirty (30) days from the applicable
invoice date. All amounts past due shall bear interest at the rate of 1-1/2% per month (or the maximum
extent allowed under applicable law, whichever is less). Invoice charges will be deemed accepted by the
client if invoice is not disputed within 30 days of receipt. Interest charges shall accrue beginning on the
date of original invoice of outstanding balance that is thirty (30) days or more past due. Customer shall pay
all costs of collection for amounts due hereunder, including reasonable attorney's costs and fees.
5. Taxes. The fees for the Services provided under this Agreement and set out in the
Addendums are exclusive of local, state and federal sales, excise, personal property or other similar taxes
or duties, and Customer shall be solely responsible for any such taxes that may be assessed on the
provision of any Services under this Agreement.
Prosum / Weld County MSA
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PRosum
6. Termination. Either party not in breach of this Agreement may terminate this Agreement,
or any Addendum, by written notice to the other party at any time prior to the expiration of the applicable
term if the other party fails to perform any material obligation, warranty, duty or responsibility under this
Agreement and such failure is not cured within thirty (30) days following the receipt of a written notice of
such failure by the breaching party. Upon termination of this Agreement, all Addendums hereunder shall
automatically terminate.
(a) Weld County has the right to terminate this Agreement, with or without cause on thirty (30) days
written notice.
7. Indemnification: Limitation of Liability: DISCLAIMER.
(a) Indemnification. Each party will, to the extent permitted by law, defend and hold
harmless the other party (including its legal representatives, employees, agents, shareholders and officers)
from any third party claim for loss, damages, liabilities or expenses (including reasonable attorneys' fees
and legal costs) arising out of or resulting from the performance or non-performance of a party of its
obligations under this Agreement or from any act or omission of a party or its employees or contractors
hereunder. In the event of any such claim that the Services or Work Product (as defined in Section 8)
provided by Prosum to Customer infringe upon the intellectual or proprietary rights of any third party, then,
except where such infringement results from (i) the unauthorized modification or use of the Services or
Work Product by or for Customer or (ii) the operation or use of same with any other software or hardware
selected by or for Customer, Prosum may, at its option and expense, obtain for Customer the right to
continue to use the applicable goods or services, or replace or modify the same with functionally equivalent,
non -infringing and compatible goods or services, as applicable. Each party agrees to notify the other at
any time that it is appraised of any such third party claim and agrees to cooperate in a reasonable manner
with the other party with respect to the defense and disposition (including settlement) of such claim.
(b) Limitation of Liability. In no event shall the total liability of either party for any
actual, direct damages arising out of or relating to the use of the Services provided hereunder or the
performance or non-performance of a party under this Agreement, whether in contract or in tort (including
breach of warranty, negligence and strict liability), exceed, in the aggregate, the total amount of payments
received by Prosum from Customer under the applicable Addendum(s) giving rise to such liability Further,
in no event shall either party be liable for indirect, exemplary, punitive, special of consequential damages
of any kind (including loss of anticipated profits, savings or data) incurred or suffered by the other party
arising from any breach of this Agreement, even if advised of the possibility of such loss or damages.
Notwithstanding the foregoing, the provisions of this subsection (b) shall not be construed as limiting the
extent or applicability of a party's liability for breach of its confidentiality obligations hereunder or any
intentional misconduct of a party.
(c) DISCLAIMER. EXCEPT AS EXPRESSLY SET OUT HEREIN, NEITHER PARTY
MAKES ANY WARRANTIES, EXPRESS OR IMPLIED, OF ANY KIND, INCLUDING ANY IMPLIED
WARRANTY OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT
TO THE SERVICES OR WORK PRODUCT PROVIDED HEREUNDER.
8. Ownership. Except as may be otherwise agreed by the parties in an Addendum with
respect to any software or other work product identified therein, Customer shall own all rights in and to all
software and other work product (collectively, "Work Product) developed by Prosum for Customer,
including all intellectual property and proprietary rights thereto. To the extent any Work Product is not
considered a "work for hire," Prosum agrees to assign and will assign and transfer, and will cause its
Personnel (as defined Section 10) to so assign and transfer, to Customer all of its and their rights in and
to such Work Product. To the extent applicable, Customer hereby grants to Prosum a nonexclusive,
royalty free license to use the Work Product in performing the Services during the term of the applicable
Addendum(s). Further, to the extent required by Prosum to perform the Services, Customer will be
Prosum / Weld County MSA
2 Rev: 4/14/2017
PROSUM
responsible for obtaining all required consents (including paying any license, transfer or upgrade fees) for
Prosum and its Personnel to access and use Customer's equipment and software, including any leased
equipment and third party software, during the term. If Prosum is requested by Customer to provide any
Prosum proprietary software or other work product developed by Prosum either prior to or independent of
this Agreement, the parties will negotiate in good faith for a license for Customer to use such software or
other work product. Without limiting the foregoing, nothing contained in this Agreement shall be
considered to restrict Prosum from any use of any ideas, concepts, methodologies, processes,
technologies or other know-how relating to the Services hereunder which Prosum, individually or jointly
with Company, develops or discloses under this Agreement.
9. Confidentiality. Each party shall hold in confidence the other party's confidential and
proprietary information ("Confidential Information") using the same standard of care each party exercises
in protecting its own Confidential Information. Confidential Information of a party shall include, by way of
example, all trade secret or confidential information, data, procedures, production methods and other
methods of operation, products (including software), business practices, plans and strategies, and financial,
customer, pricing and marketing information of such party (including any such Confidential Information of
its customers), as well as the terms and conditions of this Agreement. No party will permit or authorize
access to, disclosure of or use of the other party's Confidential Information to any person or entity other
than its officers, employees, contractors and professional advisors who have a need to know such
information consistent with the rights and obligations of the recipient party with respect thereto and who are
under an appropriate burden of confidentiality with respect to such information. Each party shall promptly
notify the other in writing of the existence of any unauthorized access, knowledge, possession or use of the
other party's Confidential Information. The obligations of this Section shall not (i) restrict any disclosure to
government regulatory authorities to the extent required for compliance with applicable laws and subject to
such protective measures as may be available to preserve the confidentiality of such information following
disclosure, nor (ii) apply to information that (a) is generally known to the public or readily ascertainable from
public sources; (b) is independently developed by the recipient without further reliance on Confidential
Information of the other party; or (c) is obtained from an independent third party that created or acquired
such information without reliance on other Confidential Information of the other party and free of any
obligation to the other party. The parties' non -disclosure obligations and use restrictions hereunder shall
continue indefinitely beyond the termination or expiration of this Agreement, unless a different period of
confidentiality is specified in writing by the disclosing party.
(a) C.R.S. 24-72-201 As a public entity, Weld County must comply with the provisions
of C.R.S. 24-72-201, et seq., with regard to public records, and cannot guarantee the confidentiality of all
documents.
10. Independent Contractor. Each party is an independent contractor under this Agreement,
and nothing herein shall be construed to create a partnership, joint venture, or agency relationship between
the parties hereto. At all time, the employees and contractors of Prosum (collectively, "Personnel") shall
be deemed employees and contractors, as applicable, of Prosum, and Prosum shall be solely responsible
for paying all employment taxes, unemployment insurance, disability and other taxes and fringe benefits,
as applicable thereto.
11. Personnel.
(a) Assignment. Prosum shall be solely responsible for assigning its Personnel to
perform the Services under this Agreement If Customer has any legal objections to any of the Personnel
assigned hereunder during their performance of Services for Customer, Customer may give Prosum written
notice of any such objections and, within five (5) days of receipt thereof by Prosum, the parties will confer
regarding Customer's concerns. If the matter cannot be resolved to Customer's reasonable satisfaction,
Prosum will remove the identified Personnel and assign new Personnel as soon as practicable to replace
Prosum / Weld County MSA
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PROSUM
the identified Personnel. In the event of any such requested replacement, Prosum will be relieved from any
applicable delivery schedule impacted by such replacement until such time as the replacement Personnel
can be sufficiently trained to meet the applicable assignment requirements.
(b) Non -Solicitation Obligations. During the term hereof and for a period of twenty-
four (24) months thereafter, neither party shall, directly or indirectly, solicit for employment or employ or
retain, whether as an employee or contractor or otherwise, any employee or contractor of the other party
who either marketed, performed or received the Services. In the event either party breaches this non -
solicitation obligation, the breaching party shall pay to the other party as liquidated damages two (2) times
the annual compensation (including salary, hourly wages, bonuses and other monies, etc.) paid by the
other party to the acquired employee or contractor, which each party agrees is a fair and reasonable sum
for any such violation.
(c) Similar Services. Customer acknowledges and agrees that the Personnel may
perform similar services to other Customers from time to time, and that, subject to Section 9, this Agreement
shall not prevent Prosum or the Personnel from providing similar services to other Customers.
12. Assignment. Neither party may assign its rights or obligations under this Agreement without
the prior written consent of the other party, which shall not be unreasonably withheld; provided, however,
that either party may assign this Agreement without such consent in the case of a merger, consolidation,
sale of all or substantially all of such party's assets or any other transaction in which more than fifty percent
(50%) of such party's voting securities are transferred.
13. Notices. All notices and other communications required or permitted to be given under this
Agreement shall be in writing and shall be considered effective when deposited in the U.S. mail, postage
prepaid, and addressed to the appropriate party at the address noted below, unless by notice to the other
party a different address shall have been designated.
Prosum
Address:
City, State Zip:
Attention:
E-mail:
Phone:
Fax:
2201 Park Place
Suite 102
El Segundo, CA 90245
Ravi Chatwani
ravi.chatwani@prosum.com
310-426-0600
310-426-0690
Weld County Government
Address: 1401 N. 17th Avenue
City, State Zip: Greeley, CO 80631
Attention:
E-mail:
Phone:
Fax:
Accounting
Contact:
E-mail:
Phone Number.
Samuel Penn
spenn@co.weld.co.us
(970) 304-6570 x2540
14. Choice of Law. All issues concerning the validity, operation, interpretation, and construction
of this Agreement will be governed by and determined in accordance with the laws of the State of Colorado
without regard to its conflicts of law rules. The parties expressly waive the application of the United National
Convention on Agreements for the International Sale of Goods.
Prosum / Weld County MSA
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PROSUt'Y1
15. Dispute Resolutions; Arbitration; Injunctive Relief: Remedies. Both Parties agree to meet
and confer in good faith on all matters of common interest, including resolution of any dispute that may
arise out of or related to this Agreement. Except as otherwise expressly set out in this Agreement, no
specific remedy under this Agreement shall limit a party's right to seek other remedies available to it at law
or in equity.
16. Waiver: Survivability. Neither party shall, by lapse of time, without giving notice or taking
other action hereunder, be deemed to have waived any breach by the other party of any of the provisions
of this Agreement. Further, any waiver by either party of a particular breach of this Agreement shall not be
construed as a continuing waiver of such breach or of other breaches of this Agreement. Any provision of
this Agreement intended to survive the termination or expiration of this Agreement shall so survive
termination or expiration.
17. Intearatlon; Modification. This Agreement, including all Addendums attached hereto and
made part of this Agreement in accordance with Section 1, shall constitute the entire Agreement between
the parties with respect to the subject matter hereof, supersede all prior or contemporaneous Agreements
or communications (oral or written), and may not be modified except by an Agreement in writing dated
subsequent to the Effective Date and signed on behalf of both parties by their respective authorized
representatives. The terms "including", "includes", "for example" and "e.g.°, etc., as used in this Agreement
shall mean "including without limitation".
18. Force Maleure. Neither party shall be liable under this Agreement for any loss or damage to
the other party due to delay in delivery or other performance failures resulting from any cause beyond the
first party's reasonable control. Such causes shall include compliance with regulations, orders, acts,
instructions, or priority requests of any Government or department or agency thereof, civil or military
authority, acts of God, acts of the public enemy, acts or omissions of the other party which resulted in the
delay, electrical power surges or current fluctuations, lightning strike, fires, floods, strikes, lockouts,
embargoes, wars, acts of terrorism, fuel shortages, riots, insurrections, default or delay of suppliers, delays
in transportation and loss or damage of goods in transit. The delayed or non -performing party's time for
performance shall be extended by the period of any delay resulting from any such cause beyond the party's
control, plus a reasonable period to accommodate adjustment to such extension. Notwithstanding the
above, both parties shall use their commercially reasonably efforts to minimize the adverse consequences
of any such condition.
19. Publicity. Customer agrees that Prosum may identify and list Customer as a customer on
Prosum's customer lists and marketing brochures, including on Prosum's website. Except for the foregoing,
each party agrees not to publish or use the other party's name or marks (including trademarks and logos)
in any advertising, promotion, press release or other media without the other party's coordination and
consent.
20. Severability: Counterparts. If any part, term or provision of this Agreement shall be held
unenforceable, invalid or in conflict with any law of any govemmental authority having jurisdiction over this
Agreement, the validity of the remaining portions or provisions hereof shall not be affected thereby shall
continue in full force and effect. This Agreement may be executed in any number of counterparts, all of
which taken together shall constitute on single agreement between the parties.
21. Fund Availability. Financial obligations of Weld County payable after the current fiscal
year are contingent upon funds for that purpose being appropriated, budgeted and otherwise made
available. Execution of this Agreement by Weld County does not create an obligation on the part of Weld
County to expend funds not otherwise appropriated in each succeeding year.
Prosum / Weld County MSA
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PRosum
22. Governmental Immunity. No term or condition of this contract shall be construed or
interpreted as a waiver, express or implied, of any of the immunities, rights, benefits, protections or other
provisions, of the Colorado Governmental Immunity Act §§24-10-101 et seq., as applicable now or
hereafter amended.
23. Binding Arbitration Prohibited. Weld County does not agree to binding arbitration by any
extra -judicial body or person. Any provision to the contrary in this Agreement or incorporated herein by
reference shall be null and void.
IN WITNESS WHEREOF,
M..
the hereto have signed this Agreement this `J1 day of \ ri \, 2017
CONTRACTOR:
Prosum
By: Ravi Chatwani
Title: Co -CEO
Date:
WELD COUNTY:
GGNT�
ATTEST: C/ G ;ti
Weld
BY:
erk to the Board
BOARD OF COUNTY COMMISSIONERS
D C! NTY, COLODO
Deputy ►71- k to the Bo A. Cozad, Chair S PR 24 2017
Prosum / Weld County MSA
6 Rev: 4/14/2017
0219/7 ///7
DocuSign Envelope ID: 7B931FFB-2F7D-4283-9C42-01A2ECF8E7C9
One Microsoft Way Fax 425 706 7329
Redmond,d. WA vrv+ 98052-6399 w.mkrosrosok.com
Microsoft
Created On Date
04/21/2017
NOTICE AND CONSENT AGREEMENT FOR MICROSOFT -FUNDED PARTNER SERVICES
Microsoft Corporation recommends that CO -Weld County obtain deployment services to enhance the benefits of
Microsoft technology in its environment. Therefore, upon your execution and our acceptance of this agreement,
you may obtain such services, at no charge to you, from Prosum Inc. or any Microsoft certified partner you may
select, in an amount not to exceed $25,000. Microsoft will pay the partner directly for the services upon our
receipt of a signed Proof of Execution from you in a form provided by Microsoft, confirming the work is performed
in accordance with the statement of work between partner and you. In such Proof of Execution, please cite
"Reference # 1638651" to help us match the services provided with this agreement. All services obtained by you
under this agreement must be fully rendered by partner on or before 06/16/2017.
Microsoft waives any and all entitlement to compensation from CO -Weld County for the services provided to you
by the partner pursuant to this letter agreement. Microsoft intends that these services and associated terms be in
compliance with applicable laws and regulations with respect to gratuitous services. It is specifically understood
that all services and services deliverables provided are for the sole benefit and use of CO -Weld County and are not
provided for personal use or benefit of any individual government employee.
ACCEPTED AND AGREED:
CO -Weld County
Microsoft Corporation
Signa re:
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Signature:
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tile:
APR 2 4 20
Date: 4/21/2017
Name:
Julie A. Cozad, Chair
Name: Murray Oxley
Weld County
Windows 10 Client Imaging using
System Center Configuration
Manager (SCCM)
Statement of Work
4-11-2017
Contents
1. Overview 3
2. Prosum Qualifications 4
3. Scope and Approach 6
4. Deliverables 6
5. Prosum Project Team Members 7
6. Assumptions/Risks 7
7. Cost & Timeline 10
8. Change Order 10
9. Acceptance 11
2 WINDOWS 10 CLIENT IMAGING WITH SCCM I WELD COUNTY
1. Overview
Weld County ("Client") is looking to improve their client workstation imaging process using System
Center Configuration Manager (SCCM). As part of a move to deploying Windows 10, the Client has
discovered that this existing image capture and deployment tool can be refined and enhanced.
The Client's Infrastructure and Desktop Support teams have stated they would like assistance
configuring the SCCM infrastructure for Windows 10 imaging and deployment.
The Client has identified System Center Configuration Manager (SCCM) as a suitable tool for
deployment of Windows 10 images. The goal is to have Prosum review the SCCM and image
configurations, assist the Client in refining two images, create two deployment task sequences
(one as an to Upgrade for existing workstations, one as a Clean Install), and document the image
creation process in detail.
3
WINDOWS 10 CLIENT IMAGING WITH SCCM I WELD COUNTY
2. Prosum Qualifications
The following outlines several key reasons that Prosum is particularly well qualified to assist with
Windows 10 Client Imaging:
Microsoft Gold Managed Partner:
In addition to being a Gold certified partner with Microsoft, Prosum is one of only a handful of
infrastructure service providers in the Los Angeles area to have obtained 'Managed Partner'
status with Microsoft. The 'Managed Partner' designation is reserved for a select number of
partners in Colorado State and Local Government who have strong knowledge of Microsoft
technologies, proven excellence in the implementation of these technologies, and high
customer satisfaction ratings. Managed Partners enjoy a direct relationship with the local
Microsoft channel and technical teams. In addition, Prosum has ties with a number of key
personnel and Management in Redmond, Washington. Members of the Team have been
selected to work with the Microsoft product teams on current and future Microsoft
technology. This helps us guide our customers toward solutions which will not only meet their
needs today, but will also be positioned to blend with technology advancements from
Microsoft in the future.
Prosum's strong relationship with Microsoft will benefit the Weld County in a variety of ways:
• Prosum is well versed in Microsoft's technology roadmap and has early access to
information and product enhancements relevant to this project.
• Prosum can leverage the Microsoft product groups directly for guidance,
troubleshooting, or access to special programs.
• Prosum has access to more direct channels for technical support that are not available
to partners of lower status.
• Prosum has direct access to, and works alongside, local Colorado State and Local
Government Microsoft Technical Specialists.
• Prosum enjoys the support of the local Colorado State and Local Government Microsoft
Channel team and product groups.
All of the above enhances the chances for success on this project, lowers overall risk, and
increases the rate and volume of Microsoft resources that can be applied to the project if
necessary.
Extensive experience with System Center implementations:
Both Prosum and the specific team members that will be assigned to this project have carried
out numerous System Center and Windows 10 design, migration, deployment, and
troubleshooting projects. Several of Prosum's Active Directory designs have been validated
by Microsoft Consulting Services.
Expert -level project personnel:
The team members proposed for this project are all core full-time Prosum employees with
specific experience that is directly relevant to Windows 10 Architecture and Deployment.
4 WINDOWS 10 CLIENT IMAGING WITH SCCM I WELD COUNTY
Expertise in related areas critical to project success:
In addition to System Center, the Prosum team members are also proficient in the following
areas:
• Microsoft authored and 3rd party Migration Tools
• Microsoft Exchange 2016, 2013, 2010, 2007, 2003 and 5.5, including hosted solutions
• Windows Server: NT/2000/2003/2008/2012
• Server virtualization: VMware and Hyper -V
• NAS, SAN and hierarchical storage options
• Network Security, Cisco networking and VPNs
• System Center Suite: Operations Manager, Configuration Manager, VMM, OSD
• Citrix and Terminal Services
• High Availability and Disaster Recovery
• Applications and databases
5 WINDOWS 10 CLIENT IMAGING WITH SCCM I WELD COUNTY
3. Scope and Approach
Phase I — Discovery, Assessment & Planning
Perform targeted review of the Client's existing deployment process, infrastructure, and goals.
• Examine current deployment process for Windows imaging
• Assess Client's different image types
• Assess and inventory applications required in each image as required
• Assess Client's deployment types (Upgrade vs Clean Install) and expectations for each
• Assess Client's deployment strategy (Local storage vs network deployment)
• Create high level documentation for the Client's planned new deployment infrastructure
and process for review
Phase II - Delivery & Stabilization
During this Phase, Prosum will revise the Microsoft solution for use in deploying Windows 10
as necessary and work through a test deployment with the team.
• Create a new Virtual Machine and install Windows Server 2012 R2 and Microsoft
Deployment Toolkit [limited to 1 if applicable]
o Create a new deployment share within MDT for Windows 10 Deployment [limited
to 1 if applicable]
o Create a new deployment share within MDT for Windows 10 Image Capture [if
applicable]
• Work with the Client to customize the Windows 10 image for deployment as required
• Capture a base Windows 10 image to be used for deployment [up to 2]
• Create task sequence steps to deploy applications and customize the operating system
based on Client requirements [up to 3 task sequence steps]
• Work with the Client team to understand issues, and remediation of issues that may
occur during Windows 10 upgrades and deployments
• Work with the Client team to test deployment to a group of test workstations and
ensure desired functionality [up to 10 workstations]
• Document any systems or processes that have been modified as part of the
engagement. Specifically, these entail items involving image creation, capture, and
deployment processes.
4. Deliverables
• High level documentation around client's Windows 10 deployment infrastructure and
Windows 10 deployment process
• As -Built documentation of the any modified solution components including relevant
hostnames, service accounts and passwords, firewall rules and other configuration settings,
as applicable
System and process documentation for modified aspects of image creation, capture, and
deployment steps
6 WINDOWS 10 CLIENT IMAGING WITH.SCCM I WELD COUNTY
5. Prosum Project Team Members
The following roles will be provided by Prosum and required for this engagement.
can be held by a single resource.
Role
Account Executive
Responsibility
Responsible for customer satisfaction, overall relationship.
Responsible for architecting the solution.
Managing project resources, schedules and timelines
Multiple roles
Deployment Architect
Project Manager
6. Assumptions/Risks
This statement of work was based on the following assumptions. If these assumptions are
discovered to be incorrect after the project is accepted, the project schedule and/or estimated
costs and resources may vary from that provided to Weld County in this Statement of Work.
1. The content of this document is based on conversations and information collected by
Prosum with the client during April 2017.
2. The Project start and completion dates are to be mutually determined and agreed upon by
both parties upon receipt of a Purchase Order and fully executed SOW applicable to the
Project.
3. This SOW will be completed over two+ weeks and will not require Prosum staff on -site for
every step of this engagement, provided that any on -site Prosum staff shall be managed
and directed entirely by Prosum. The Project duration may vary due to unforeseen
changes or circumstances. Prosum shall use reasonable efforts to forecast and advise
client of such changes or circumstance and shall, in every instance, provide client with
prompt written notice of any changes to the project schedule. These changes would be
mutually agreed upon by both Prosum and the client and would not impact budget. An
example of a change would be if the client cannot provide resources or are not allocated
timely then Prosum reserves the right to reallocate their resources which will impact the
overall delivery schedule of the project.
4. The business and technical requirements, design goals, network diagrams and other
information provided by client to the Prosum team are accurate and complete and forms
the foundation upon which this SOW is based.
a. Prosum staff will have access to all relevant client documentation. This
documentation may include organization, planning, and technical material, and any
other existing documentation deemed appropriate for this project. Some elements
of the client documentation may be repurposed in project deliverables.
5. Should issues occur that cannot be resolved by the Prosum team with due care and
diligence, a support ticket may need to be opened with Microsoft or other vendor. Prosum
will open and work the ticket; however, client must have a valid support contract for
Prosum to use. If no support contract exists, then upon client's prior written approval
Prosum will pay for the support ticket and invoice client for the actual cost.
6. One onsite customer visit
7 WINDOWS 10 CLIENT IMAGING WITH SCCM I WELD COUNTY
7. An initial site visit to Weld County, Greeley CO, of 4 consecutive days, is included.
Additional travel to this area and associated expenses, both of which shall be subject to
client's written pre -approval, will be invoiced as a pass -through.
a. If onsite presence is required, Prosum will bill a minimum of four (4) hours for the
onsite visit.
b. The majority of professional services will be performed remotely. Should it be
necessary for Prosum to visit client sites in Colorado, Prosum will invoice client for
reasonable and actual travel related expenses incurred during the course of this
project. Prosum may coordinate travel through client's preferred travel services
provider, if needed.
c. Prosum staff will have, if necessary, non -business hour access to the client facilities
at each location during the length of this project.
8. Client will not perform any major systems, network or application upgrades during the
duration of this project.
9. Estimates contained in this SOW are based on an assumption that client staff schedules
and resources are available to support this Project as required. Should schedules deem
that resources are not available at required times, the deployment schedules and budgets
will be impacted.
a. Any technical barrier that surfaces or is identified through the course of this engagement
that impacts the success of the Project, but was not caused by any Prosum action, will
result in a cessation of this SOW until such time as the issue is resolved. The resolution of
said issue(s) are not included in the scope of this SOW; however, Prosum can be engaged
to assist with the resolution of the issue(s) as agreed upon in writing by both parties.
10.Computers that are in scope are running without any issues.
11.All networking related changes shall be the responsibility of the client, including firewalls,
routing, VPNs, etc.
12.Change control process is understood, and the client will manage this process to allow any
necessary changes/evaluation in the environment.
13.Administrative access to the servers is available, onsite and remote using client secure
access techniques.
14.Server IP ranges and VLANs are known.
15.Remote Desktop Protocol (RDP) access to all servers is enabled and accessible.
16.Based on the initial assessment, Prosum may recommend different tools for the client to
procure to aid in delivery. Project timeline and cost may increase due to additional
software or tools. A Prosum Project Manager will communicate any change in scope or
cost due to additional procurement.
17.Prosum will have access to the network, server, infrastructure and application teams in a
timely fashion as needed.
18.Any information data gathering will be done read only and will not make any changes to
the data or configuration of the targeted systems.
19.Prosum will be provided adequate rights to perform required discovery/assessment on the
Client environment.
20.This project is scoped as a contiguous engagement. Prosum is not responsible for delays
or repeated tasks caused by factors outside Prosum's control. These factors include, but
are not limited to, availability of Client personnel, equipment, and telecommunication
provider services. Client will also compensate Prosum for any out -of -scope work requested
S WINDOWS 10 CLIENT IMAGING WITH SCCM I WELD COUNTY
by Client on an hourly basis at Prosum's standard hourly rates (unless otherwise agreed
to in writing by the parties).
21.A portion of this engagement will be subsidized via a Microsoft subsidy (Windows 10
Deployment Funding) which will be credited against invoices. Prosum will submit a Proof
of Execution (POE) to Microsoft related to the design, planning, and deployment activities
associated with this project in order to receive reimbursement of the subsidized amount
from Microsoft. This subsidy is contingent upon Weld County signing the required Proof of
Execution within fourteen (14) days of completion of work to Prosum.
Client Responsibilities
The following client responsibilities are assumed in the creation of this SOW. If client fails to
meet any of the following responsibilities, Prosum reserves the right to modify the scope or
schedule of services as defined in this SOW. Client is responsible for providing to the Prosum
team, in a timely manner, the following resources and information required to complete the
tasks in this SOW:
1. Client shall designate a representative to be the Primary Point of Contact (PoC). This
representative shall be the focal point for all communications relative to this partnership
and shall have the authority to act on Client's behalf in matters regarding this
engagement.
a. This single point of contact will be responsible for facilitating communications
between the Prosum support team and client to ensure that critical target "go live"
deadlines are effectively managed. The timeliness of communications and review
will directly affect Prosum's ability to meet agreed upon schedule deadlines.
b. Client will also make available one (1) technical representative on an as needed
basis to work in conjunction with Prosum on this project.
2. Usernames and passwords required to log in to devices that the Prosum team needs
access to or the availability of a client staff member to enter usernames and passwords
when required.
3. Documentation relating to the client network that the Prosum team requires to complete
the work, including, but not limited to, network diagrams, cable diagrams, IP addresses,
serial numbers, device configurations, etc.
4. If required as a critical component of this SOW, client will provide any necessary servers
(either physical or virtual) with the Windows Server 2012 R2 operating system
preinstalled as well as the latest Microsoft security patches.
9 WINDOWS 10 CLIENT IMAGING WITH SCCM I WELD COUNTY
7. Cost & Timeline
Prosum estimates that the Services described herein will require estimated 3 weeks of effort
(contiguous project) with multiple resources in parallel and will be completed within 3 weeks after
the start of the project. Services will be provided as Time and Material basis
Resource Type
Project Manager
Deployment Architect
Estimated
Hours
29
Hourly Rate Estimated Price
$165
$ 4,785
98
$205
$20,090
ctimated Cost:
Mitrostift'investriteet (op $255)
Cost to Held County
e terms of Microsoft's Investment Funding programs, a one
time ₹echnology.specific benefit for -qualifying customerss, Microsoft will be
covering $25;,000 of the. project cost.
8. Change Order
X24,875.
$24,875
-$0
Once the Statement of Work has been signed, any modifications to the scope described herein will
require a change order. A change order will define new requirements and impact on delivery time
and cost.
10 WINDOWS 10 CLIENT IMAGING WITH SCCM I WELD COUNTY
9. Acceptance
This document will be deemed accepted upon receipt of a signed copy thereof. Contents of this
document supersede all other documents related to the services described herein. If this document
correctly states our agreement, please sign below and return to Prosum.
IN WETNESS WHEREOF, t ��r� I�
the hereto have signed this Agreement this 1- day of 2017
CONTRACTOR:
Prosum
By Ravi Chatwani
Title: Co -CEO
Date: Aor 18.2017
WELD COUNTY:
ATTEST: d jC idaok BOARD OF COUNTY COMMISSIONERS
Weld County Clerk to the Board
BY:
WELD COUNTY, COLORADO
D r,uty Clerk tJulie A. Cozad, Ch
APR 2 4 2017
11 WINDOWS 10 CLIENT IMAGING WITH SCCM I WELD COUNTY
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