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R-2036 - 09/13/2022 - MUNICIPAL - Resolutions THE VILLAGE OF OAK BROOK COOK AND DUPAGE COUNTIES, ILLINOIS RESOLUTION NUMBER 2022-IT-LC-MS0365-R-2036 A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF AGREEMENTS BY AND BETWEEN THE VILLAGE OF OAK BROOK AND LIFT-OFF, INC. GOPAL G. LALMALANI, Village President CHARLOTTE K. PRUSS, Village Clerk LAURENCE HERMAN MICHAEL MANZO JAMES NAGLE A. SURESH REDDY EDWARD TIESENGA ASIF YUSUF Village Board Published in pamphlet form by authority of the President and the Board of Trustees of the Village of Oak Brook on this the 13th day of September, 2022 RESOLUTION NO. R-2036 A RESOLUTION APPROVING AND AUTHORIZING THE EXECUTION OF AGREEMENTS BY AND BETWEEN THE VILLAGE OF OAK BROOK AND LIFT-OFF, INC. WHEREAS, the Village of Oak Brook (hereinafter referred to as "Village") is a municipal corporation with authority provided for and granted pursuant to the Illinois Municipal Code to exercise certain powers and perform certain functions pertaining to its local government and affairs; WHEREAS, the Village upon approval of the Village President and Board of Trustees (collectively the"Corporate Authorities") may enter into an Agreement with another party pursuant to Illinois Statute; WHEREAS, the Village has been hosting its own Microsoft Exchange server since 2003 and now desires to upgrade to a cloud based solution which is consistent with its existing technology strategic plan; WHEREAS, staff recommends approval of a Three-Year Agreement with Lift-Off, Inc (the "Company") for the purchase of Microsoft 365 Tiered Platform Plan E3 GCC with email services for Local Governments in a total amount of $85,320 (a copy of which is attached hereto and incorporated herein as Exhibit A) and to execute a Professional Services Agreement with Lift-Off, Inc to complete email services migration with a one-time cost not to exceed $17,000 (attached hereto and incorporated herein as EXHIBIT B) (collectively the "Agreements"); WHEREAS, the Village is interested in contracting with Company for the purposes of purchasing the aforementioned software and providing information technology services for the improvements set forth in the Agreements and provided for herein; and WHEREAS, the Village of Oak Brook Corporate Authorities are of the opinion that it is in the best interests of the Village of Oak Brook to enter into the attached Agreements with the Company for the purposes referenced herein. NOW, THEREFORE, BE IT RESOLVED by the Village President and Board of Trustees of the Village of Oak Brook, DuPage and Cook Counties, Illinois as follows: Section One — Recitals The Corporate Authorities hereby find that all of the recitals hereinbefore stated as contained in the preamble to this resolution are full, true and correct and do hereby, by reference, incorporate and make them part of this resolution as legislative findings. Section Two — Approval of Agreements The Corporate Authorities hereby approves the Agreements substantially in the form attached hereto and made a part hereof collectively as Exhibit A and Exhibit B. 2 Section Three—Authorization and Direction The Village Manager is hereby authorized to execute, and the Village Clerk is hereby authorized to attest the Agreements, substantially in the form attached hereto as Exhibit A and Exhibit B, with such changes therein as shall be approved by the Village Attorney and the officials of the Village executing the same, their execution thereof to constitute exclusive evidence of their approval to any and all changes or revisions therein from and after the execution and delivery of such Agreement. Section Four - Other Actions Authorized The officers, employees and/or agents of the Village shall take all actions necessary or reasonably required to carry out and give effect to the intent of this Resolution and otherwise to consummate the transactions contemplated herein, and shall take all actions necessary in conformity therewith including, without limitation, the execution and delivery of all documents required to be delivered in connection with the transaction contemplated herein. Section Five - Authorization of Expenditures The Corporate Authorities hereby authorize and direct the expenditure of all costs related to the execution of the Agreements, additionally, the Village is authorized and directed to allocate and spend all necessary funds to fulfill the requirements of the Agreements and of this Resolution. Section Six - Acts of Village Officials That all past, present and future acts and doings of the officials of the Village that are in conformity with the purpose and intent of this resolution are hereby, in all respects, ratified, approved, authorized and confirmed. Section Seven— Effective Date This resolution shall be in full force and effect from and after its passage, approval and publication as provided by law. Section Eight - Publication This resolution shall be published in book or pamphlet form as provided by the Illinois Municipal Code. Section Nine—Conflict Clause All resolutions, parts of resolutions or board actions in conflict herewith are hereby repealed to the extent of such conflict. Section Ten — Saving Clause If any section, paragraph, clause or provision of this resolution is declared by a court of law to be invalid or unconstitutional, the invalidity or unconstitutionality thereof shall not affect the validity of any other provisions of this resolution, which are hereby declared to be separable. 3 Section Eleven— Recording This resolution shall be entered into the minutes and upon the journals of the Board of Trustees of the Village of Oak Brook. The Remainder of this Page has been Intentionally Left Blank/ Roll Call Vote follows: 4 APPROVED THIS 13th day of September, 2022. Gopal G. Lalmalani Village President PASSED THIS 13th day of September, 2022. Trustees Herman, Manzo, Nagle, Reddy, Tiesenga, Yusuf Ayes: None Nays: None Absent: ATTEST: v Charlotte K. Pruss y� Village Clerk y 9CF ,d►�� 5 Exhibit A Agreement 6 Exhibit B Professional Services Agreement 7 L.IFTWFF QUOTE as of 9/1/2022 Bill to: Ship to: Village of Oak Brook,IL Village of Oak Brook,IL 1200 Oak Brook Rd. 1200 Oak Brook Rd. Oak Brook,IL 60523 Oak Brook,IL 60523 Reseller (Remit To): Liftoff LLC Attn: Ron Braatz 1667 Patrice Circle Crofton,MD 21114 Terms: Due on Receipt Payment Options: ACH Payment(preferred) or check Quote Description SKU Item Name Part Number Term in Price/User/ Licenses Cost/Year onths Month Exchange Online Plan 1 3MS-00001 12 4.00 190 $9,120.00 GCC Office 365 Plan E3 GCC AAA-11894 12 1 23.00 70 1 $19,320.00 Total: $28,440.00 Pricing Information: • All prices are displayed in United States Dollars. • Product and pricing data are updated frequently and may change without notice. • Pricing valid for 14 days • License orders are paid up front,are non-refundable,and are one-year licenses that renew each year. • License reductions,upgrades,or cancellations may only occur at the annual renewal date. • The AOSG licensing program is a one year commitment at a time.Each year at your anniversary,you can make any changes needed including cancelling,upgrading,or downgrading.There is a three year agreement in place that protects you for price lock when buying on this agreement.Price lock is not transferable. ©2022 LiftOff,LLC. All Rights Reserved www.LiftoffOnhne.com In order to proceed, send a Purchase Order to rbraatz .liftoffonline com. Once we have the Purchase Order,we will order the licenses from Microsoft. We will immediately invoice the full amount when we place the order. Customer Terms for Cloud Services Agreement US Public Sector This agreement is between LiftOff LLC ("we", "us", and "our") and Village of Oak Brook,IL ("you" and "your"). It is effective when we accept it.Key terms are defined in§8. 1. General. Right to use. You may access and use Office 365, and install and use a Client (if any) included with your Subscription,only as described in this agreement.All other rights are reserved. Acceptable use. You will use Office 365 only per the AUP. You will not use Office 365 in any way that infringes a third party's patent,copyright,or trademark or misappropriates its trade secret.You may not reverse engineer,decompile,work around technical limits in,or disassemble Office 365,except if applicable law permits despite this limit.You may not rent,lease,lend,resell, transfer,or host Office 365 to or for third parties. Compliance. You will comply with all laws and regulations applicable to your use of Office 365.In providing Office 365,we and our Providers will comply with all laws and regulations (including applicable security breach notification law)that generally apply to IT service providers.You will obtain any consents required: (1)to allow you to access,monitor,use,and disclose user data;and(2)for us to provide Office 365.If you are an educational institution,you will obtain any parental consent for end users'use of Office 365 as required by applicable law. Customer Data. Customer Data is used only to provide you Office 365.This use may include troubleshooting to prevent,find and fix problems with Office 365's operation.It may also include improving features for finding and protecting against threats to users. Neither we nor our Providers will derive information from Customer Data for any advertising or other commercial purposes. We will enable you to keep Customer Data separate from consumer services. Customer Data will not be disclosed unless required by law or allowed by this agree- ment.Your contact information may be provided so that a requestor can contact you.If law requires disclosure, we will use commercially reasonable efforts to notify you,if permitted. Customer Data may be transferred to, and stored and processed in, any country we or our Providers maintain facilities, unless you provision your tenant in the United States, If you do,Microsoft will provide Office 365 from data centers in the United States, and storage of the following customer data at rest will be located in data centers only in the United States: (i) Exchange Online mailbox content (e-mail body,calendar entries, and the content of e-mail attachments),and (ii) SharePoint Online site content and the files stored within that site. Changes. Office 365 may be changed periodically,after which you may need to agree to new terms.You may be required to run a client software upgrade on devices using Office 365 after a change to maintain full func- tionality. Use rights. Use rights specific to Office 365 are posted online at the link to the AUP. 2. Confidentiality and Securrt_y. ©2022 LiftOff,LLC. All Rights Reserved www.LiftoffOnhne.com I We and our Providers will (a) maintain appropriate technical and organizational measures, internal controls, and data security routines intended to protect Customer Data against accidental loss or change, unauthorized disclosure or access,or unlawful destruction and (b) not disclose Customer Data,except as required by law or expressly allowed. Neither party will make any public statement about this agreement's terms without the other's prior written consent. 3. Term, Termination, and Suspension. Term and termination.This agreement will remain in effect for three years subject to your right under appli- cable law to terminate for convenience. Customer Data.You may extract Customer Data at any time. If your Subscription expires or terminates,we will keep your Customer Data in a limited account for at least 90 days so you may extract it. We may delete your Customer Data after that. Regulatory. If a government rule or regulation applies to us or our Providers,but not generally to other busi- nesses,and makes it difficult to operate Office 365 without change,or we or our Providers believe this agree- ment or Office 365 may conflict with the rule or regulation,we may change Office 365 or terminate the agree- ment. If we change Office 365 to come into compliance,and you do not like the change,you may terminate. Suspension.We may suspend use of Office 365: (1)if reasonably needed to prevent unauthorized Customer Data access; (2) if you do not promptly respond under§5 to intellectual property claims;or (3) for non-payment; or (4) if you violate the AUP. A suspension will be in effect only while the condition or need exists and,if under clause(1) or(2),will apply to the minimum extent necessary.We will notify you before we suspend,unless doing so may increase damages.We will notify you at least 30 days before suspending for non- payment. If you do not fully address the reasons for suspension within 60 days after we suspend, we may terminate your Subscription. 4. Limited warranty; disclaimer. We warrant that Office 365 will meet the SLA terms during the Subscription;your only remedy for breach of warranty is stated in the SLA. We provide no (and disclaim to the extent permitted by law any) other warranties, express, implied, or statutory, including warranties of merchantability orfitness for a particularpurpose. 5. Duty to protect. Defense.We or our Providers will defend you against any claims made by an unaffiliated third party that Office 365 infringes its patent,copyright,or trademark or misappropriates its trade secret. Remedies.If we or our Providers reasonably believe that a claim under§5 may bar your use of Office 365,we or our Providers will seek to: (1) obtain the right for you to keep using it; or (2) modify or replace it with a functional equivalent and notify you to stop use of the prior version. If these options are not commercially reasonable,we or our Providers may terminate your rights to Office 365 and refund any payments for unused Subscription rights. Other obligations. To the extent permitted by law, you will (1) notify us promptly of a claim under this §5 and (2) allow us or our Providers to assist in your defense or settlement.You will provide reasonable help to defend.We or our Providers will reimburse you for reasonable out-of-pocket expenses incurred in giving that help and pay the amount of any resulting adverse final judgment (or settlement the protecting parry consents to). Neither we nor our Providers will be bound by any settlement to which we do not agree in writing,this § 5 provides the exclusive remedy for these claims. ©2022 LiftOff,LLC. All Rights Reserved www.LiftoffOnline.corn Limits. The obligations of us and our Providers in this §5 won't apply to a claim or award based on: (1) Customer Data; (2) software not provided by us or our Providers; (3) modifications you make to Office 365, or materials you provide or make available as part of using Office 365;(4)your combination of Office 365 with, or damages based on the value of,a product,data,or business process not provided by us or our Providers;or (5) your use of a Microsoft trademark without their express,written consent, or your use of Office 365 after being notified to stop due to a third-party claim. 6. Limited liability. Each party's (and our Providers')maximum aggregate liability for any claim related to this agreement is limited to direct damages up to the fees that you paid for Office 365 during the 12 months before the claim arose (or $5,000.00 if you paid no fees). Neither party nor our Providers will be liable for lost revenues or indirect, special, incidental, consequential,punitive, or exemplary damages,even if the party knew they were possible.The limits and exclusions in this§6 apply to the extent permitted by law,but do not apply to (1) obligations under§5;or (2) intellectual property infringement or misappropriation. 7. Agreement mechanics. You must send notice by regular mail, return receipt requested, to the address on the Portal (effective when delivered).We may email notice to your account administrators (effective when sent).You may not assign this agreement, or any right or duty under it. If part of this agreement is held unenforceable, the rest remains in force.Failure to enforce this agreement is not a waiver.The parties are independent contractors.This agreement does not create an agency,partnership,or joint venture. This agreement is governed by the laws applicable to Customer,without regard to conflict of laws.This agreement(including the SLA and AUP)and our price sheet are the parties'entire agreement on this subject and supersedes any concurrent or prior communications.Agree- ment terms that require performance, or apply to events that may occur, after termination or expiration will survive,including§5. Office 365 and the Client are subject to U.S. export jurisdiction.You must comply with the U.S. Export Administration Regulations,the International Traffic in Arms Regulations,and end-user,end- use,and destination restrictions.For more information,see htW://www.microsoft.com/export_/. Our Pro- viders may deliver Office 365,and the rights granted to us also apply to them. S. Definitions. "AUP"means the acceptable use policy at hIM://www microsof",olumehcensing.com/Down- loader aspx?DocumentId=5502. "Client"means device software that we or our Providers provide you with Office 365. "Customer Data"means all data,including all text,sound,or image files that are provided to us or our Providers by,or on behalf of,you through your use of Office 365. "Office 365"means (1) Exchange Online, Exchange Online Archiving,SharePoint Online,Lyric Online,and Office Web Apps included in Office 365 Enterprise Plans El,E2,E3,E4,Kl, and K2;and Office 365 GOV- emment Plans G1,G2,G3,G4,K1,and K2;and(2)Exchange Online Archiving;Exchange Online Protection; Exchange Online Plans 1, 2, Basic, and Kiosk; SharePoint Online Plans 1, 2, and Kiosk; Office Web Apps Plans 1 and 2;and Lyric Online Plans 1,2,and 3. "Portal"means the Online Services Portal for Office 365 (see h=://www.rrlicrosoft.com/oake). ©2022 LiftOff,LLC. All Rights Reserved www.LiftoffOnline.com "Providers" means our affiliates, licensors, and suppliers, including Microsoft and its applicable affiliates. "SLA"means the service level commitments we or our Providers make regarding delivery and performance of Office 365 (see http://www.rnicrosoft.com/licensing/contracts). "Subscription"means an order for a quantity of Office 365. ©2022 LiftOff,LLC. All Rights Reserved www.LiftoffOnhne.com MASTER SERVICES AGREEMENT This Master Services Agreement("Agreement's is made effective as of August 15,2022,by and between LiftOff,LLC of 1667 Patrice Circle,Crofton,MD 21114 and Village of Oak Brook,IL,C'Client's of 1200 Oak Brook Rd.,Oak Brook,IL 60523. 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 reasonable 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 party 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 tice,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 lags 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...) ©2022 Liftoff,LLC. All Rights Reserved www.LiftoffOnhne.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 Village of Oak Brook,IL agreement between the parties,and supersede all prior or contem- 1200 Oak Brook Rd. poraneous communications between the parties(whether written Oak Brook,IL 60523 or oral) relating to the subject matter of this Agreement. This 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 Village of Oak Brook,IL By: By. Ron Braatz Date Name: Date President Title: ©2022 Liftoff,LLC. All Rights Reserved www.LiftoffOnhne.com Exhibit A— Initial Statement of Work 1. Work to be Performed: LIFTOFF will provide Microsoft 365 Guided Deployment Services (GDS) focused on the migration to the Microsoft 365 solution.The GDS consulting is delivered using a"Coach/Mentor"approach in which your IT team will be heavily involved throughout the entire process and will work directly with LiftOff consultants(if you outsource your IT,you may have additional expenses related to this project that involves that group).Together, we will work through a series of online meetings(typically 1-2 hours each)as we progress through project mile- stones to deploy the system efficiently and successfully.We have found this approach of keeping your IT team in- vested in the project to be an extremely effective training mechanism;once the project is complete,your IT staff is fully capable of managing and maintaining the system in the future. LiftOff's expertise is laser focused on the Microsoft 365 systems.If you require integration with other third-parry applications,you will be responsible for working with your other vendors to remedy issues.For example,phone systems,firewalls,fax systems,anti-spam,anti-virus,archiving,custom code environments,and accounting systems can integrate with Microsoft 365.We will do our best to facilitate,but these integrations will likely require that prod- uct vendor. Microsoft is quickly evolving,and the product roadmap,features and functionality change frequently. This is especially true for the GCC Moderate and GCC High clouds.It is important to understand that some features may be enhanced or modified in the future.The Microsoft 365 product roadmap is here: https://xti-NN-%;-.microsoft.com/en-us/microsoft-365/roadmap?rtc=1&filters= Specifically,LiftOffs GDS work will: 1.1. Consist of an Office 365 Assessment Workshop 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 planning session will be conducted via phone and typically takes about two hours to complete. Afterwards,we will map on the remainder of the project plan. 1.2. Consist of Setup and Pre-Staging in the Office 365 Admin Console where we will access your portal together and begin the initial configuration the new Office 365 tenant.This will include: 1.2.1. Adding and verifying your email domains in Office 365 to show ownership. 1.2.2. Ensure that the on-premises Active Directory is organized properly for Azure AD Connect/Directory Sync(required for a hybrid migration). 1.2.3. Install and configure Azure AD Connect to synchronize all mail-enabled objects(users,contacts,and groups) from on-premises Active Directory to Office 365/Azure. Typically,a new on-premises server will be required for this purpose. NOTE:This does NOT include the setup,configuration,or support of RDFS or other third-party authentication systems. 1.2.4. Configure and test single sign-on with Azure AD Connect. A group policy will be required for this feature. 1.2.5. Install,configure,and test secure SMTP Relay going through Office 365. 1.3. This is an Exchange 2016 to Office 365 GCC migration, and we intend to perform a Microsoft HYBRID migration.This utilizes the built-in migration tools included with Office 365 at no additional cost.There are many advantages of using the hybrid migration path and we will make every attempt to make this work.In the extremely rare event that the hybrid(Microsoft)wizard cannot be used for email or Public Folders,we will switch to a third-party migration tool(MigrationWiz).Client is responsible for the cost of the migration tool.Migration Configuration will include the following: ©2022 LiftOff,LLC. All Rights Reserved www.LiftoffOnhne.com 1.3.1. Assess the on-premises Exchange environment and adjust the configuration,as needed,to optimize the hybrid process. The source Exchange server MUST be fully accessible and fully updated for this to work. 1.3.2. Install and configure the Hybrid Configuration Wizard to establish the connection between the on- premises systems and Exchange Online for both mailbox migrations and intra-organizational mail flow. 1.3.3. Migrate the initial batch of users. This is normally one or more IT users who understand the process and potential troubleshooting that may be required post migration. 1.3.4. Provide documentation for end users regarding"What to Expect"and also Mobile Device configura- tion for the point of cutover. NOTE: In nearly every migration,all mobile devices(phones and tablets)will need to have their mail profile reconfigured following the mailbox cutover. 1.3.5. Define a migration strategy for the remaining users and assist with any migration complications that may arise. 1.3.6. Migrate public folders from on-premises to Exchange Online. 1.3.7. Once all data is migrated,work with the Client to decommission the hybrid configuration and,if appli- cable,remove the on-premises Exchange server(s). 1.4. Office 365 IT Admin Training&Tenant Configuration.These training and configuration settings will span 6-10 sessions. 1.4.1. Office 365 Admin Center 1.4.1.1. Review the proper On-boarding process for new users. 1.4.1.2. Review the proper Off-boarding process for former users while maintaining compliance(if needed). 1.4.1.3. Promoting and demoting users with administrative abilities in Office 365. 1.4.1.4. Reviewing the Office 365 Message Center(for upcoming changes)and Health Dashboard(for potential problems). 1.4.2. Exchange Admin Center 1.4.2.1. Review management of email related attributes such as mailbox sharing,quotas,online archives, etc. 1.4.2.2. Review proper group creation process in the cloud. 1.4.2.3. Setup mail flow rules including inbound message warnings,outbound message disclaimers and Office Message Encryption(if applicable). 1.4.2.4. Setup mobile device rules and policies and review mobile device remote wipe. 1.4.3. Exchange Online PowerShell 1.4.3.1. Setup mailbox activity auditing. 1.4.3.2. Setup unlimited auto-expanding online archive(if applicable). 1.4.3.3. Review resource mailbox management. 1.4.3.4. Disable Microsoft 365 Group creation and review proper methods for creating these groups. 1.4.4. Microsoft Teams Admin Center 1.4.4.1. Review best practices for creating&managing Teams. 1.4.4.2. Configure optimized Teams settings for all users,groups,and Teams themselves. 1.4.5. SharePoint Admin Center 1.4.5.1. Configure best practices for sharing of files and folders in SharePoint,Teams and OneDrive. 1.4.5.2. Configure Sync settings for the organization. 1.4.5.3. Configure default OneDrive size 1.4.6. Review Teams,OneDrive,Office Online&SharePoint 1.4.6.1. Review the Teams app and website 1.4.6.2. Review OneDrive&SharePoint Online and best practices for ingesting files. 1.4.6.3. Review the OneDrive Sync Client and best practices for using it. 1.4.6.4. Review Office Online and best options for using Office apps in a browser. ©2022 LiftOff,LLC. All Rights Reserved www.LiftoffOnline.com 1.5. Securing Your Office 365 &Azure Organization. We will work with your IT staff to ensure that all security and compliance best practices are in place by the conclusion of the project. 1.5.1. Security Admin Center 1.5.1.1. Configure appropriate anti-spam,anti-malware,and anti-phishing settings. 1.5.1.2. Configure outgoing message management including protection of unwanted external forwarding. 1.5.1.3. Configure DKIM,DMARC and SPF. 1.5.1.4. Review Secure Score 1.5.2. Compliance Admin Center 1.5.2.1. Configure online compliance retention policies(if applicable) 1.5.2.2. Review eDiscovery/Content Search process. 1.5.2.3. Review the Audit Log and enable Auditing for(non-mailbox)activity in Office 365. 1.5.3. Azure Active Directory Security&Multi-Factor Authentication 1.5.3.1. Review Risky Sign-ins,Risky Users and Risk Detections 1.5.3.2. Configure Risk Event Notifications for Admins 1.5.3.3. Configure Conditional Access Policies to prevent non-US logins(if applicable),require MFA for Admins (or All Users,if applicable)and block Legacy Authentication. 1.5.3.4. Review Sign-In Logs. 1.5.3.5. Optimize MFA Settings for the organization. 1.5.4. Review best practices for rolling out MFA(if applicable). 1.5.5. This project will NOT include Microsoft's Endpoint Management or Intune Products. 1.6. Workstation Configuration.LiftOff will offer guidance and tools for the workstation configuration. 1.6.1. LiftOff will work with the IT staff to setup an Office Deployment point on the network either as a network share using Microsoft's Office Deployment Tool or,if available,via System Center Configu- ration Manager(SCCM). 1.6.2. Review proper configuration of the Outlook desktop client at the point of mailbox cutover. Cached Mode in desktop Outlook is required for Office 365 connectivity. NOTE:Although LiftOff will provide guidance regarding workstation configuration and assist with trouble- shooting,LiftOff will NOT be directly responsible for the configuration of the workstations.Your IT staff is onsite and will complete this configuration. 1.7. Post Mailbox Migration.LiftOff will work with your IT staff to determine the best solution for de- commissioning the Exchange hybrid pieces. 1.7.1. If applicable,work with the Client to remove the hybrid connection pieces and shutoff/remove the Exchange systems from the on-premises environment. 1.7.2. Alternatively,if desired,LiftOff can assist your organization with retaining an Exchange management server. NOTE: This is extremely uncommon and requires continuous administration,updating and upgrading to avoid known security issues with on-premises Exchange. 1.7.3. Update DNS settings facing the Internet and on-premises in Active Directory,as needed,to point all mailbox connectivity and mail flow(if needed)to Office 365/Exchange Online. Additional Products. This project does not include products that aren't listed in this Statement of Work. For example,this project will not include RDFS,SharePoint website design,PowerBI,Microsoft Flow,Microsoft Pro- ject,or add-ons for Teams,Outlook,or Microsoft Office. Additionally,it will not include 31d party items such as non-Microsoft MDM services. Although LiftOff may be able to assist with various questions related to products not mentioned in this Statement of Work,your best source of assistance would be directly through Microsoft's or the 3,d party vendor's support. 2. Investment&Payment Structure ©2022 Liftoff,LLC. All Rights Reserved www.LiftoffOnline.com 2.1. The cost of the services outlined in Section 1 above is $17,000. This is the client cost and has already factored in any incentives or promotions.Invoicing is done after the Assessment Process(1.1)and terms are Net 30. 2.2. The Client acknowledges that the Microsoft Partner,LiftOff LLC,may receive payments from Microsoft as a result of the consulting done with LIFTOFF. 2.3. Third-party migration tools might be necessary for this project if the hybrid cannot work.If the Client agrees to use third- party migration tools,the Client will be responsible for purchasing licenses for all users.All migration licenses are pur- chased directly through LIFTOFF. 2.4. If the Client outsources IT functions to paid,third-party partners,there may be additional expenses related to the project that involves that group if they are involved in this project. 3. General Terms and Conditions 3.1. The Client acknowledges that it has reviewed and is familiar with all features,functionality,and LIMITATIONS of the GCC Moderate and GCC High environments.Some,but not all,are described in the services descriptions: GCC Moderate:htips:_//docs.microsoft.com/en-us/office365/servicedescriptions/o_ f_fi�platfonn-service-descrin- tion/office-365-us-govemment/gcc This Statement of Work will be bound by the terms of the Master Services Agreement between LIFTOFF&Client dated August 15,2022,to which this Initial Statement of Work is attached as Exhibit A. 4. Signature Agreed and accepted by: LiftOff,LLC Village of Oak Brook,IL By: By Ron Braatz Date Name: Date President Title: ©2022 LiftOff LLC. All Rights Reserved www.LiftoffOnlitle.com