MAYFIELD VILLAGE Administration

6622 Wilson Mills Road

Mayfield Village, Ohio 44143

Memo To: Mayor Bodnar & Council

From: Jeff Thomas

Date: March 2nd, 2018

Re: File & Mail Server Replacements

We currently have two physical servers that support our staff. Our file server handles usernames, passwords,

file sharing, and printing. Our mail server handles our email. Our current servers were installed back in 2012

(average life expectancy of 4-5 years) and are due to be replaced. They are no longer covered under warranty

for repairs and the main components are near the end of their life. I have worked with All Covered (previously

ThinSolutions) since 2008 and received two different proposals for the replacement.

The first proposal is for a combination of a physical server and a new server that will run on a virtualization

platform, which includes migrating us over to Office 365.

The second proposal is for a more traditional setup. We would migrate from the existing file/mail servers and

replace them with two new physical servers.

I recommend going with Proposal #1 which includes the Office 365 migration. One of the biggest advantages of

moving to Office 365 is the ability to work from anywhere (w/ an internet connection). It makes collaboration

easier so everyone who needs to contribute to/edit a document can work on the same version rather than having

multiple versions floating around. We will also always have the latest versions of Office for every user. Office

365 is a subscription-based service that we will pay $43 per user per year. The quote shows 131 users but the

actual number will be less since some of those accounts are aliases and just utilize email. The total cost for this

project is $39, 533.00. Future replacements (4-6 years) will be much less as we would mainly just need to

purchase hardware and renew licenses.

I will attend both March Caucus/Council to answer any questions you may have.

1

City of Mayfield Village

O365 Migration with New Server Proposal Date: 9/13/2017

Proposal Ref: 0010406839 Prepared by: Kevin Fischer Account Manager All Covered 9150 South Hills Blvd., Suite 125 Broadview Heights, OH 44147 216-255-3355 Pricing is valid for 15 days from date of this document Confidential. Not to be distributed to third parties

2

Overview The City of Mayfield Village has two physical servers that support the staff. One server handles usernames, passwords, file sharing and printing. The other handles e-mail. Many organizations are reducing costs and complexity by moving from on premise e-mail servers to the cloud. All Covered recommends that the City of Mayfield Village move to Office 365 for e-mail. This move will reduce some of the risk of hardware failure for the city and will give staff additional benefits that are bundled in with the service. Government pricing allows the city to save some money when compared to typical commercial costs. The move to Office 365 allows the local e-mail server to be decommissioned. The remaining server is aging and also presents some risk of failure. The city could just replace it with another physical server, but All Covered recommends a new server that will run a virtualization platform like VMware. Creating a new virtual server will allow the city to plan better for the future. The new server will use a portion of the physical server, leaving a pool of remaining resources available for future growth. If something comes up and the city needs another server, available resources can be assigned to the new server instead of purchasing additional hardware.

The purpose of this Proposal is to outline the path that will enable All Covered, a division of Konica

Minolta Business Solutions U.S.A., Inc., to transition the City of Mayfield Village from their existing

server environment to this newly proposed virtual server environment.

This proposal is based on the initial Scope of Work, but is not a detailed project plan. A project plan will

be created and managed by the technical resources assigned to your project once the proposal has

been approved. We would like the opportunity to work with the City of Mayfield Village on this exciting

project and help create a technology environment that will enable the business to be successful with

room to grow and expand.

Assumptions

Standard project deployment assumptions:

Access to the physical space, server and services will be made available during normal business hours.

Client understands that service interruptions may occur throughout the course of the project. All Covered will make reasonable efforts to forewarn personnel so they may prepare

Access to all employees and their equipment affected by the project will be made available during normal business hours.

Project Deliverables

The desired goals of this project are:

Procurement of items listed within Cost estimate section enabling successful completion of scope provided by this proposal.

Phase 1-Office 365 Setup

Phase 2-Transition to O365

Phase 3-Post O365 Migration Help, Cleanup reminders, Documentation

Phase 4-New Virtual Host (MV-ESX01)

Phase 5-New Virtual Server

3

Phase 6-Onsite after server cutoverSetup/configure O365, transition and provide post cutover support.

Project Services for: City of Mayfield Village

Pre-Project Tasks Project Planning, Procurement, Ensure equipment arrival, Initial project kick-off

Project Tasks Phase 1-Office 365 Setup

Messaging-Configure Office 365 portal Plan GOV E1 for 131 users

Messaging-Azure Active Directory Connector deployment and configuration

Migration-Office 365 account setup Migration-Office 365 migration (131)

Phase 2-Transition to O365 Planning-Assist with cutover communication to staff Messaging-Cut over to O365 Messaging-Reconfigure scan to e-mail for copier(s) Phase 3-Post O365 Migration Help, Cleanup reminders, Documentation

Messaging-REMOVE Exchange Role from Existing Server Backup-Disable AC Server Backup of MVEX1

Hardware-Single Server Decommission (MVEX1)

Hardware-General Firewall Modification (remove Exchange rules)

Documentation-How to access Outlook Web App in O365

Documentation-How to connect Outlook to O365 Documentation-How to connect mobile devices to O365 Phase 4-New Virtual Host (MV-ESX01) Hardware-Assemble Hardware Hardware-Firmware updates Hardware-Configure iLo

Hardware-Configure storage 4 x 600GB SAS RAID10 + spare = 1.2TB Virtualization-VMware vSphere Host Install Phase 5-New Virtual Server Windows-Windows Server Operating System Installation Windows-Add Domain Controller to Existing Domain Windows-FSMO Role Migration Windows -DHCP Server Installation and Configuration Windows-File Server Installation and Configuration Windows-File Server Data Migration - Using Automated Tools Windows-Print Server Installation and Configuration

4

Windows-MIGRATE Print Server Windows-Cutover to new server Phase 6-Onsite after server cutover Windows-Onsite assistance after cutover to new server Post Project Support Project Management

Total Services $22,575

- Estimated Hours to Complete: 147

- Estimated Business Hours: 140

- Estimated After Hours: 7

- Business Hours Hourly Rate: $150

- After Hours Hourly Rate: $225

Total Procurement Cost $16,958

See next section for Hardware/Software list

Total Project Cost $39,533

*** Please note that this estimated total does not include tax or shipping***

Any fee estimates provided for work to be billed on an hourly or daily basis are for informational purposes only; Client agrees to pay for the actual services provided by All Covered at the rates specified in each Schedule.

Hardware/Software

Details Unit Price Quantity Total

VMware Licensing

VMware vSphere Essentials Kit ( v. 6 ) license - 3 hosts - up to 2 processors per host $495 1 $495

VMware vSphere Essentials Kit ( v. 6 ) - subscription license ( 1 year ) $65 1 $65

O365 Licensing

Microsoft Exchange Online Plan 1 Subscription license (1 year) - 1 user - hosted - local, Microsoft Qualified - OLP: Government - Win, Mac - English (131) $43 131 $5,633

Windows Server Licensing

Microsoft Windows Server 2016 Standard License - 2 cores - local - OLP: Government - English (8) $88 8 $704

5

Microsoft Windows Server 2016 License - 1 user CAL - local - OLP: Government - English (131) $31 131 $4,061

Patch Cables

Tripp Lite patch cable Patch cable - RJ-45 (M) - RJ-45 (M) - 7 ft - UTP - ( CAT 6 ) - black (5) $3 5 $15

New Server

HPE ProLiant ML350 Gen9 Server - tower - 5U - 2-way - 1 x Xeon E5-2620V4 / 2.1 GHz - RAM 8 GB - SAS - hot-swap 2.5" - no HDD - DVD - Matrox G200 - GigE - monitor: none - HPE Smart Buy $1,899 1 $1,899

HPE DDR4 - 8 GB - DIMM 288-pin - 2400 MHz / PC4-19200 - CL17 - 1.2 V - registered - ECC $266 1 $266

HPE Hard drive - 600 GB - hot-swap - 2.5" SFF - SAS - 10000 rpm - with HPE SmartDrive carrier (5) $407 5 $2,035

HP 500W Flexible Slot Platinum Hot Plug Power Supply $250 1 $250

HPE Power cable - IEC 60320 C13 to NEMA 5-15 (M) - AC 110 V - 10 A - 6 ft - black - Canada, United States - for HPE MSL2024, MSL4048; Apollo 4510 Gen9; ProLiant DL380 G6, DL380p Gen8, DL560 Gen8 (2) $10 2 $20

HPE Integrated Lights-Out Advanced License + 1 Year 24x7 Support - electronic - for ProLiant DL380 Gen9, MicroServer Gen8, ML310e Gen8, XL170r Gen9, XL190r Gen9, XL740f Gen9 $273 1 $273

HPE Foundation Care 24x7 Service Extended service agreement - parts and labor - 3 years - on-site - 24x7 - response time: 4 h - for ProLiant ML350 Gen9, ML350 Gen9 Base, ML350 Gen9 Entry, ML350 Gen9 Performance $1,242 1 $1,242

Total Procurement Cost $16,958

6

Project Engagement Procedures

The Project will include, but not be limited to the following:

Definition of project/estimated costs

Project prerequisites, should they apply

Project implementation

Project management/documentation

Procurement of required materials

All Covered is not responsible for the

following:

Removing boxes or shipping materials

Disposing of or transporting IT equipment

Change Orders

Any items not specifically addressed by this document will be addressed by a change order process and

will be billed the same pricing structure agreed upon in the Schedule of Services associated with the

project outlined in this document. In the event of change in scope, you will be notified prior to the billing

of any additional services.

After Hours Work

After Hours work will be performed both on-site as well as via Remote Access depending upon the

advantage and/or necessity of being on-site versus remote. The specifics of which item(s) should be

done on-site versus remotely will be finalized prior to the project kickoff.

Procurement Services

During the procurement process, All Covered can assist by expediting the delivery of equipment and

standardizing billing for all costs associated with this project. All procurement pricing included in this

proposal is estimated. Once the proposal is signed a final quote will be generated with ‘to the day’

procurement pricing.

Fees, Taxes and Shipping

All prices are exclusive of any applicable sales or use taxes, and shipping costs.

All Projects with labor fees exceeding $10,000: These require a 50% deposit for the labor portion. Project

work will not commence until the deposit is received. Also, a progress billing of 25% of the labor amount

will be due when the project moves into the testing phase. The remaining 25% of the labor amount will

be billed on project completion. Any Procurement items will be billed on shipment.

7

Terms and Conditions of Service

By executing this Schedule of Services, Client agrees to purchase the services designated above and further agrees that the services

shall be subject to the following Terms and Conditions of Service.

1. Fees and Payment: Client agrees to pay all fees specified in this Schedule. Invoices are payable upon receipt. Client shall be

responsible for all applicable taxes arising from the services. All Covered may suspend service if Client has failed to pay any undisputed

invoice within thirty (30) days of receipt. Unpaid invoices will be subject to a monthly service charge which is the lesser of one and one-

half percent (1½%) per month or the highest rate allowed by law.

Product Surcharge: All Covered reserves the right to charge Client for the time utilized in the development of quotes for hardware

or software not ultimately purchased through All Covered at the then current hourly rate for contracted clients.

2. Limited Warranty: (a) All Covered warrants for a period of thirty (30) days following delivery (the “Warranty Period”) that all services

shall be performed in a professional manner in accordance with generally applicable industry standards. All Covered’s sole l iability (and

Client’s exclusive remedy) for any breach of this warranty shall be for All Covered to re-perform any deficient services, or, if All Covered

is unable to remedy such deficiency within thirty (30) days, to void the invoice for the deficient services. All Covered shall have no

obligation with respect to a warranty claim: (i) if notified of such claim after the Warranty Period or (ii) if the claim is the result of third-

party hardware or software failures, or the actions of Client or a third party.

(b) THIS SECTION 2 IS A LIMITED WARRANTY, AND SETS FORTH THE ONLY WARRANTIES MADE BY ALL COVERED. ALL

COVERED MAKES NO OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR

OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE OR ANY WARRANTIES REGARDING THE PERFORMANCE OF ANY SOFTWARE OR HARDWARE PROVIDED OR

INSTALLED BY ALL COVERED. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT

PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE

WARRANTY PERIOD.

3. LIQUIDATED DAMAGES FOR HIRING OTHER PARTY’S EMPLOYEES: During the term of each Schedule and for twelve (12)

months thereafter, neither party shall retain the services (whether as an employee, independent contractor or otherwise) of any

employee of the other party (or ex-employee within six (6) months of the employee’s termination of employment.) Client and All Covered

agree that any breach of the foregoing obligation would result in harm to the other party and that the amount of legal damages would

be difficult to determine. Accordingly, Client and All Covered agree that for each such employee or ex-employee retained in breach of

this Section 3, the party in breach shall pay to the non-breaching party the sum of Fifty Thousand Dollars ($50,000) as liquidated

damages. Client and All Covered acknowledge and agree that such liquidated damages constitute a reasonable estimate of the

damages that would accrue to the non-breaching party and do not constitute a penalty.

4. LIMITATION OF LIABILITY: (A) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,

SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTERRUPTION OF

SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OR INCREASED

EXPENSE OF USE), WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION,

NEGLIGENCE), OR STRICT LIABILITY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH

LIABILITIES. ALL COVERED SHALL NOT BE RESPONSIBLE FOR PROBLEMS THAT OCCUR AS A RESULT OF THE USE OF

ANY THIRD-PARTY SOFTWARE OR HARDWARE.

(B) IN NO EVENT SHALL THE AMOUNT EITHER PARTY MAY RECOVER UNDER THIS SCHEDULE EXCEED IN THE AGGREGATE

(AND NOT PER OCCURRENCE) THE TOTAL PAYMENTS MADE BY CLIENT TO ALL COVERED HEREUNDER.

(C) THE LIMITATIONS SET FORTH IN THIS SECTION 4 SHALL NOT APPLY TO PERSONAL INJURY OR DAMAGE TO TANGIBLE

PROPERTY CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF EITHER PARTY.

5. Confidential and Proprietary Information: (a) Each party agrees that all know-how, business, technical and financial information it

obtains (as a “Receiving Party”) from the disclosing party (as a “Disclosing Party”) constitute the confidential property of the Disclosing

Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known

by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding

the disclosure. Except as may be necessary to perform its obligations under this Schedule, the Receiving Party will hold in confidence

and not use or disclose any of the Disclosing Party's Confidential Information. The Receiving Party’s nondisclosure obligation shall not

apply to information that: (i) was known to it prior to receipt of the Confidential Information; (ii) is publicly available; (iii) is rightfully

obtained by the Receiving Party from a third party; (iv) is independently developed by employees of the Receiving Party; or (v) is required

to be disclosed pursuant to a regulation, law or court order. (b) Any templates, schematics, processes or technical documentation

provided by All Covered shall be deemed Confidential Information and proprietary information of All Covered without any marking or

further designation. Client may use such information solely for its own internal business purposes. All Covered shall retain all rights to

the aforementioned, which shall be returned to All Covered upon termination of the applicable Schedule. (c) All Covered shall

maintain the confidentiality of protected health information in its possession or under its control in accordance with the Health Insurance

Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act.

8

6. Independent Contractor: All Covered and Client shall at all times be independent contractors. There is no relationship of

partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party shall have the power to

bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

7. Assignment: This Schedule may not be assigned by either party without the prior written consent of the other party, which consent

shall not be unreasonably withheld or delayed. No consent shall be required where an assignment is made (i) pursuant to a merger or

change of control or (ii) to an assignee of all or substantially all of the party’s assets. Any purported assignment in violation of this

section shall be void.

8. Disputes; Governing Law; Arbitration; Attorney’s Fees: New York law, without regard to its conflict of laws principles, shall govern

and enforce this Schedule. Any legal action between the parties arising out of or related to this Schedule shall be adjudicated by binding

arbitration by the Judicial Arbitration and Mediation Services in New York, New York in accordance with its Expedited Arbitration

Procedures. The prevailing party in any such action shall be entitled to an award of reasonable attorney’s fees and costs in addition to

any other award or recovery to which such party may be entitled. No legal action, regardless of form, may be brought by either party

against the other more than one (1) year after the cause of action has arisen.

9. Complete Understanding; Modification: This Schedule, as well as any applicable terms of service posted at

www.allcovered.com/terms, shall constitute the full and complete understanding and agreement between Client and All Covered and

supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties

regarding the subject matter contained herein. Any waiver, modification or amendment of any provision of this Schedule shall be

effective only if in writing and signed by both parties.

10. Waiver and Severability: Waiver or failure by either party to exercise in any respect any right or obligation provided for in this

Schedule shall not be deemed a waiver of any further right or obligation hereunder. If any provision of this Schedule is found by a court

of competent jurisdiction to be unenforceable for any reason, the remainder of this Schedule shall continue in full force and effect.

11. Force Majeure: Neither party shall be liable to the other for any delay or failure to perform any obligation under this Schedule ,

except for a failure to pay fees , if the delay or failure is due to unforeseen events which are beyond the reasonable control of such

party, such as strikes, blockade, war, terrorism, riots, natural disasters, power outages, and/or refusal of license by the government,

insofar as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or

remove the force majeure at reasonable cost.

12. Notices: Any notice or communication required or permitted to be given under the Contract Documents shall be in writing and

addressed to All Covered, Attn. Legal Counsel, 1051 E. Hillsdale Blvd., Suite 510, Foster City, CA 94404 and shall be deemed given:

(i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified U.S. mail (return receipt requested); or (iii) one day after it is

sent if by next day delivery by a major commercial delivery service.

13. Counterparts. This Schedule may be executed in any number of counterparts and each fully executed counterpart shall be

deemed an original. The parties agree (a) that facsimile or electronic signature shall be accepted as original signatures; and (b) that

the Schedule, or any document created pursuant to the Schedule, may be maintained in an electronic document storage and retrieval

system, a copy of which shall be considered an original. In any legal proceeding relating to the Schedule, the parties waive their right

to raise any defense based on the execution of the Schedule in counterparts or the delivery of such executed counterparts by copy,

facsimile, or electronic delivery.

City of Mayfield Village All Covered, a division of Konica Minolta Business

Solutions U.S.A., Inc.

Signature:

{{_es_signer1_signature }}

Signature:

{{_es_signer2_signature }}

Name: {{_es_signer1_fullname }} Name: {{_es_signer2_fullname }}

Title: {{_es_signer1_title }}

Title: {{_es_signer2_title }}

Date: {{_es_signer1_date }}

Date: {{_es_signer2_date }}

1

City of Mayfield Village

New Server with Exchange Proposal Date: 2/07/2018

Proposal Ref: 0010488614 Prepared by: Kevin Fischer Account Manager All Covered 9150 South Hills Blvd., Suite 125 Broadview Heights, OH 44147 216-255-3355 Pricing is valid for 15 days from date of this document Confidential. Not to be distributed to third parties

2

Overview The City of Mayfield Village has two physical servers that support the staff. One server handles usernames, passwords, file sharing and printing. The other handles e-mail. The city could just replace the two physical servers, but All Covered recommends a new server that will run a virtualization platform like VMware. Government pricing allows the city to save some money when compared to typical commercial costs. The new server will use a portion of the physical server, leaving a pool of remaining resources available for future growth. If something comes up and the city needs another server, available resources can be assigned to the new server instead of purchasing additional hardware.

The purpose of this Proposal is to outline the path that will enable All Covered, a division of Konica

Minolta Business Solutions U.S.A., Inc., to transition the City of Mayfield Village from their existing

server environment to this newly proposed virtual server environment.

This proposal is based on the initial Scope of Work, but is not a detailed project plan. A project plan will

be created and managed by the technical resources assigned to your project once the proposal has

been approved. We would like the opportunity to work with the City of Mayfield Village on this exciting

project and help create a technology environment that will enable the business to be successful with

room to grow and expand.

Assumptions

Standard project deployment assumptions:

Access to the physical space, server and services will be made available during normal business hours.

Client understands that service interruptions may occur throughout the course of the project. All Covered will make reasonable efforts to forewarn personnel so they may prepare

Access to all employees and their equipment affected by the project will be made available during normal business hours.

Project Deliverables

The desired goals of this project are:

Procurement of items listed within Cost estimate section enabling successful completion of scope provided by this proposal.

Assemble/Configure new virtual host server MV-ESX01

Perform new server cutover and provide on-site post cutover support.

Project Services for: City of Mayfield Village

Pre-Project Tasks Project Planning, Procurement, Ensure equipment arrival, Initial project kick-off

3

Project Tasks Phase 1-New Virtual Host (MV-ESX01) Hardware-Assemble Hardware

Hardware-Firmware updates

Hardware-Configure iLo

Hardware-Configure storage 6 x 600GB SAS RAID10 + spare = 1.8TB

Virtualization-VMware vSphere Host Install Phase 2-New Domain Controller/File Server (MV-DC01) Windows-Windows Server Operating System Installation Windows-Add Domain Controller to Existing Domain Windows-FSMO Role Migration

Windows -DHCP Server Installation and Configuration Windows-File Server Installation and Configuration

Windows-File Server Data Migration - Using Automated Tools

Windows-Print Server Installation and Configuration

Windows-MIGRATE Print Server

Windows-Cutover to new server Windows-Remove Domain Controller From Existing Domain Hardware-Single Server Decommission (MVDC1) Phase 3-New Exchange Server (MV-EX01) Windows-Windows Server Operating System Installation Messaging-NEW Exchange Base Install (one server) Messaging-Exchange Mailbox Data Migration Messaging-Reconfigure scan to e-mail for copier(s) Messaging-REMOVE Exchange Role from Existing Server Hardware-Single Server Decommission (MVEX1) Phase 4-Onsite after server cutover Windows-Onsite assistance after cutover to new servers Post Project Support Project Management

Total Services $9,905

- Estimated Hours to Complete: 63

- Estimated Business Hours: 61

- Estimated After Hours: 2

- Business Hours Hourly Rate: $155

- After Hours Hourly Rate: $225

Total Procurement Cost $23,470

See next page for Hardware/Software list

Total Project Cost $33,375

4

*** Please note that this estimated total does not include tax or shipping***

Any fee estimates provided for work to be billed on an hourly or daily basis are for informational purposes only; Client agrees to pay for the actual services provided by All Covered at the rates specified in each Schedule.

Hardware/Software List:

Item Description Qty. Unit Price Total

1

HPE ProLiant ML350 Gen9

Server - tower - 5U - 2-way - 1 x Xeon E5-

2620V4 / 2.1 GHz - RAM 8 GB - SAS - hot-swap

2.5" - no HDD - DVD - Matrox G200 - GigE -

monitor: none - HPE Smart Buy

1 $1,899.00 $1,899.00

2

HPE

DDR4 - 8 GB - DIMM 288-pin - 2400 MHz /

PC4-19200 - CL17 - 1.2 V - registered - ECC

7 $266.00 $1,862.00

3

HPE

Hard drive - 600 GB - hot-swap - 2.5" SFF - SAS

- 10000 rpm - with HPE SmartDrive carrier

7 $407.00 $2,849.00

4 Hewlett Packard Enterprise - 500W FS Plat Ht

Plg Pwr Supply 1 $250.00 $250.00

5

HPE

Power cable - IEC 60320 C13 to NEMA 5-15

(M) - AC 110 V - 10 A - 6 ft - black - Canada,

United States - for HPE MSL2024, MSL4048;

Apollo 4510 Gen9; ProLiant DL380 G6, DL380p

Gen8, DL560 Gen8

2 $10.00 $20.00

6

HPE Integrated Lights-Out Advanced

License + 1 Year 24x7 Support - electronic - for

ProLiant DL380 Gen9, MicroServer Gen8,

ML310e Gen8, XL170r Gen9, XL190r Gen9,

XL740f Gen9

1 $273.00 $273.00

7

HPE Foundation Care 24x7 Service

Extended service agreement - parts and labor - 3

years - on-site - 24x7 - response time: 4 h - for

ProLiant ML350 Gen9, ML350 Gen9 Base,

ML350 Gen9 Entry, ML350 Gen9 Performance

1 $1,242.00 $1,242.00

5

8

Microsoft Exchange Server 2016 Standard

License - 1 server - local - OLP: Government -

Win – English

1 $565.00 $565.00

9

Microsoft Exchange Server 2016 Standard CAL

License - 1 user CAL - local - OLP: Government

- Win - English (131)

131 $70.00 $9,170.00

10

Microsoft Windows Server 2016 Standard

License - 2 cores - local - OLP: Government -

English

8 $88.00 $704.00

11

Microsoft Windows Server 2016

License - 1 user CAL - local - OLP: Government

- English

131 $31.00 $4,061.00

12

Tripp Lite 7ft Cat6 Gigabit Snagless Molded

Patch Cable RJ45 M/M Black 7'

Patch cable - RJ-45 (M) to RJ-45 (M) - 7 ft - UTP

- CAT 6 - molded, snagless, stranded - black

5 $3.00 $15.00

13

VMware vSphere Essentials Kit

(v. 6) - license - 3 hosts - up to 2 processors per

host

1 $495.00 $495.00

14 VMware vSphere Essentials Kit

(v. 6) - subscription (1 year) 1 $65.00 $65.00

Subtotal: $23,470.00

Tax Rate (0.00%): $0.00

Total: $23,470.00

Project Engagement Procedures

The Project will include, but not be limited to the following:

Definition of project/estimated costs

Project prerequisites, should they apply

Project implementation

Project management/documentation

Procurement of required materials

All Covered is not responsible for the

following:

Removing boxes or shipping materials

Disposing of or transporting IT equipment

Change Orders

Any items not specifically addressed by this document will be addressed by a change order process and

will be billed the same pricing structure agreed upon in the Schedule of Services associated with the

6

project outlined in this document. In the event of change in scope, you will be notified prior to the billing

of any additional services.

After Hours Work

After Hours work will be performed both on-site as well as via Remote Access depending upon the

advantage and/or necessity of being on-site versus remote. The specifics of which item(s) should be

done on-site versus remotely will be finalized prior to the project kickoff.

Procurement Services

During the procurement process, All Covered can assist by expediting the delivery of equipment and

standardizing billing for all costs associated with this project. All procurement pricing included in this

proposal is estimated. Once the proposal is signed a final quote will be generated with ‘to the day’

procurement pricing.

Fees, Taxes and Shipping

All prices are exclusive of any applicable sales or use taxes, and shipping costs.

All Projects with labor fees exceeding $10,000: These require a 50% deposit for the labor portion. Project

work will not commence until the deposit is received. Also, a progress billing of 25% of the labor amount

will be due when the project moves into the testing phase. The remaining 25% of the labor amount will

be billed on project completion. Any Procurement items will be billed on shipment.

7

Terms and Conditions of Service

By executing this Schedule of Services, Client agrees to purchase the services designated above and further agrees that the services

shall be subject to the following Terms and Conditions of Service.

1. Fees and Payment: Client agrees to pay all fees specified in this Schedule. Invoices are payable upon receipt. Client shall be

responsible for all applicable taxes arising from the services. All Covered may suspend service if Client has failed to pay any undisputed

invoice within thirty (30) days of receipt. Unpaid invoices will be subject to a monthly service charge which is the lesser of one and one-

half percent (1½%) per month or the highest rate allowed by law.

Product Surcharge: All Covered reserves the right to charge Client for the time utilized in the development of quotes for hardware

or software not ultimately purchased through All Covered at the then current hourly rate for contracted clients.

2. Limited Warranty: (a) All Covered warrants for a period of thirty (30) days following delivery (the “Warranty Period”) that all services

shall be performed in a professional manner in accordance with generally applicable industry standards. All Covered’s sole l iability (and

Client’s exclusive remedy) for any breach of this warranty shall be for All Covered to re-perform any deficient services, or, if All Covered

is unable to remedy such deficiency within thirty (30) days, to void the invoice for the deficient services. All Covered shall have no

obligation with respect to a warranty claim: (i) if notified of such claim after the Warranty Period or (ii) if the claim is the result of third-

party hardware or software failures, or the actions of Client or a third party.

(b) THIS SECTION 2 IS A LIMITED WARRANTY, AND SETS FORTH THE ONLY WARRANTIES MADE BY ALL COVERED. ALL

COVERED MAKES NO OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR

OTHERWISE, INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR

PURPOSE OR ANY WARRANTIES REGARDING THE PERFORMANCE OF ANY SOFTWARE OR HARDWARE PROVIDED OR

INSTALLED BY ALL COVERED. CLIENT MAY HAVE OTHER STATUTORY RIGHTS. HOWEVER, TO THE FULL EXTENT

PERMITTED BY LAW, THE DURATION OF STATUTORILY REQUIRED WARRANTIES, IF ANY, SHALL BE LIMITED TO THE

WARRANTY PERIOD.

3. LIQUIDATED DAMAGES FOR HIRING OTHER PARTY’S EMPLOYEES: During the term of each Schedule and for twelve (12)

months thereafter, neither party shall retain the services (whether as an employee, independent contractor or otherwise) of any

employee of the other party (or ex-employee within six (6) months of the employee’s termination of employment.) Client and All Covered

agree that any breach of the foregoing obligation would result in harm to the other party and that the amount of legal damages would

be difficult to determine. Accordingly, Client and All Covered agree that for each such employee or ex-employee retained in breach of

this Section 3, the party in breach shall pay to the non-breaching party the sum of Fifty Thousand Dollars ($50,000) as liquidated

damages. Client and All Covered acknowledge and agree that such liquidated damages constitute a reasonable estimate of the

damages that would accrue to the non-breaching party and do not constitute a penalty.

4. LIMITATION OF LIABILITY: (A) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT, INCIDENTAL,

SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR INTERRUPTION OF

SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR LOSS OR INCREASED

EXPENSE OF USE), WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION,

NEGLIGENCE), OR STRICT LIABILITY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH

LIABILITIES. ALL COVERED SHALL NOT BE RESPONSIBLE FOR PROBLEMS THAT OCCUR AS A RESULT OF THE USE OF

ANY THIRD-PARTY SOFTWARE OR HARDWARE.

(B) IN NO EVENT SHALL THE AMOUNT EITHER PARTY MAY RECOVER UNDER THIS SCHEDULE EXCEED IN THE AGGREGATE

(AND NOT PER OCCURRENCE) THE TOTAL PAYMENTS MADE BY CLIENT TO ALL COVERED HEREUNDER.

(C) THE LIMITATIONS SET FORTH IN THIS SECTION 4 SHALL NOT APPLY TO PERSONAL INJURY OR DAMAGE TO TANGIBLE

PROPERTY CAUSED BY THE WILLFUL MISCONDUCT OR GROSS NEGLIGENCE OF EITHER PARTY.

5. Confidential and Proprietary Information: (a) Each party agrees that all know-how, business, technical and financial information it

obtains (as a “Receiving Party”) from the disclosing party (as a “Disclosing Party”) constitute the confidential property of the Disclosing

Party (“Confidential Information”), provided that it is identified as confidential at the time of disclosure or should be reasonably known

by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding

the disclosure. Except as may be necessary to perform its obligations under this Schedule, the Receiving Party will hold in confidence

and not use or disclose any of the Disclosing Party's Confidential Information. The Receiving Party’s nondisclosure obligation shall not

apply to information that: (i) was known to it prior to receipt of the Confidential Information; (ii) is publicly available; (iii) is rightfully

obtained by the Receiving Party from a third party; (iv) is independently developed by employees of the Receiving Party; or (v) is required

to be disclosed pursuant to a regulation, law or court order. (b) Any templates, schematics, processes or technical documentation

provided by All Covered shall be deemed Confidential Information and proprietary information of All Covered without any marking or

further designation. Client may use such information solely for its own internal business purposes. All Covered shall retain all rights to

the aforementioned, which shall be returned to All Covered upon termination of the applicable Schedule. (c) All Covered shall

maintain the confidentiality of protected health information in its possession or under its control in accordance with the Health Insurance

Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act.

8

6. Independent Contractor: All Covered and Client shall at all times be independent contractors. There is no relationship of

partnership, joint venture, employment, franchise or agency created hereby between the parties. Neither party shall have the power to

bind the other or incur obligations on the other party’s behalf without the other party’s prior written consent.

7. Assignment: This Schedule may not be assigned by either party without the prior written consent of the other party, which consent

shall not be unreasonably withheld or delayed. No consent shall be required where an assignment is made (i) pursuant to a merger or

change of control or (ii) to an assignee of all or substantially all of the party’s assets. Any purported assignment in violation of this

section shall be void.

8. Disputes; Governing Law; Arbitration; Attorney’s Fees: New York law, without regard to its conflict of laws principles, shall govern

and enforce this Schedule. Any legal action between the parties arising out of or related to this Schedule shall be adjudicated by binding

arbitration by the Judicial Arbitration and Mediation Services in New York, New York in accordance with its Expedited Arbitration

Procedures. The prevailing party in any such action shall be entitled to an award of reasonable attorney’s fees and costs in addition to

any other award or recovery to which such party may be entitled. No legal action, regardless of form, may be brought by either party

against the other more than one (1) year after the cause of action has arisen.

9. Complete Understanding; Modification: This Schedule, as well as any applicable terms of service posted at

www.allcovered.com/terms, shall constitute the full and complete understanding and agreement between Client and All Covered and

supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties

regarding the subject matter contained herein. Any waiver, modification or amendment of any provision of this Schedule shall be

effective only if in writing and signed by both parties.

10. Waiver and Severability: Waiver or failure by either party to exercise in any respect any right or obligation provided for in this

Schedule shall not be deemed a waiver of any further right or obligation hereunder. If any provision of this Schedule is found by a court

of competent jurisdiction to be unenforceable for any reason, the remainder of this Schedule shall continue in full force and effect.

11. Force Majeure: Neither party shall be liable to the other for any delay or failure to perform any obligation under this Schedule ,

except for a failure to pay fees , if the delay or failure is due to unforeseen events which are beyond the reasonable control of such

party, such as strikes, blockade, war, terrorism, riots, natural disasters, power outages, and/or refusal of l icense by the government,

insofar as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or

remove the force majeure at reasonable cost.

12. Notices: Any notice or communication required or permitted to be given under the Contract Documents shall be in writing and

addressed to All Covered, Attn. Legal Counsel, 1051 E. Hillsdale Blvd., Suite 510, Foster City, CA 94404 and shall be deemed given:

(i) upon receipt if by personal delivery; (ii) upon receipt if sent by certified U.S. mail (return receipt requested); or (iii) one day after it is

sent if by next day delivery by a major commercial delivery service.

13. Counterparts. This Schedule may be executed in any number of counterparts and each fully executed counterpart shall be

deemed an original. The parties agree (a) that facsimile or electronic signature shall be accepted as original signatures; and (b) that

the Schedule, or any document created pursuant to the Schedule, may be maintained in an electronic document storage and retrieval

system, a copy of which shall be considered an original. In any legal proceeding relating to the Schedule, the parties waive their right

to raise any defense based on the execution of the Schedule in counterparts or the delivery of such executed counterparts by copy,

facsimile, or electronic delivery.

City of Mayfield Village All Covered, a division of Konica Minolta Business

Solutions U.S.A., Inc.

Signature:

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Signature:

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Name: {{_es_signer1_fullname }} Name: {{_es_signer2_fullname }}

Title: {{_es_signer1_title }}

Title: {{_es_signer2_title }}

Date: {{_es_signer1_date }}

Date: {{_es_signer2_date }}