Binary Tree Statement of Work Active Directory Pro / Exchange Pro

Prepared for: City of Rapid City Account Executive: Brendan Haney Date: October 5, 2020

Table of Contents 1. Contractual Governance ...... 2 2. Executive Summary ...... 2 2.1 Business Objective ...... 2 2.2 Project Scope Overview ...... 2 2.3 Financial Summary ...... 2 3. Scope Definition ...... 2 3.1 Product and Environment Definition ...... 3 3.1.1 Source Definition – PCRC.gov ...... 3 3.1.2 Target Definition – RCGOV.org ...... 4 3.1.3 Directory Synchronization Definition – Profile #1 ...... 4 3.2 Services Definition ...... 5 3.2.1 Engagement Management ...... 5 3.2.1.1 Status Reports ...... 5 3.2.1.2 Coordination of Resources ...... 5 3.2.1.3 Change Control ...... 5 3.2.2 Project Kick Off and Environment Discovery ...... 5 3.2.3 Active Directory Pro ...... 6 3.2.4 Exchange Pro ...... 7 3.2.5 Knowledge Transfer and Documentation ...... 7 3.2.6 Post Implementation Follow-up ...... 7 3.3 Areas Out of Scope ...... 7 3.4 Assumptions ...... 8 4. Project Execution ...... 9 4.1 Project Approach ...... 9 4.2 Project Timeline ...... 9 4.3 Project Resources ...... 10 4.4 Change Control Procedure ...... 10 4.5 Project Closure ...... 10 5. Client Responsibilities ...... 10 5.1 Prerequisite Activities ...... 10 5.2 Delivery Activities ...... 11 5.3 Invoice Schedule ...... 12 6. Acknowledgement ...... 12 7. Document Revision Notes ...... 15 7.1 Change Record ...... 15

1 Binary Tree Confidential: See Confidentiality Statement on last page. 1. Contractual Governance This Statement of Work and the Services and Deliverables to be performed or provided by Binary Tree set forth herein shall be governed by and subject to the terms and conditions of the Services Agreement between City of Rapid City (“Client”) and Binary Tree, Inc. (“Binary Tree”). Client acknowledges that Quest Software Inc. (“Quest”) has acquired Binary Tree on September 2, 2020 and that for purposes of this order all references in this Agreement (or documents incorporated by reference) to Binary Tree, BT, BinaryTree.com Inc., or Binary Tree, Inc. shall be references to Quest Software Inc. a Delaware Corporation with an address at 4 Polaris Way, Aliso Viejo, CA 92656, TIN: 33-0231678 2. Executive Summary This section will serve as a high-level overview of the engagement, the business objectives of , the scope of work that Binary Tree will be providing to the Client, and a summary of the financials for the Professional Services engagement.

2.1 Business Objective The Client has decided to embark on a new initiative to consolidate Active Directory & Microsoft Exchange environments. As part of this initiative, the Client would like to use the Binary Tree toolset in order to reduce effort and simplify the migration and synchronization process.

The Client currently shares a local on-premise Active Directory and Exchange environment with the administrative offices of Pennington County, SD. The intention and goal of this project for the Client to separate and migrate its portion of the shared Active Directory and Exchange environments to a new greenfield on-premise Active Directory & Microsoft Exchange environment.

2.2 Project Scope Overview Binary Tree Professional Services will be engaged to implement the tools required to provide Active Directory and Exchange migration capabilities. Active Directory Pro and Exchange Pro will be installed and configured to support the migration activities.

The product(s) will be configured and tested to ensure functional integration with the Client’s environments and validate that migration and/or synchronization capabilities are ready for transition to the Client’s technology team.

2.3 Financial Summary Based on the scope of work described above, the Professional Services fees are as follows:

Item Costs

Professional Services: Fixed Fee Engagement (Fixed Fee) $39,600.00

Total: $39,600.00

3. Scope Definition This section will detail the assessment, design, implementation, testing, and/or migration services in scope of this Statement of Work. This defines different services in scope, their activities and deliverables. Of these descriptions,

2 Binary Tree Confidential: See Confidentiality Statement on last page. only the items which are defined in the Services Definition section are the services which will be performed during this engagement.

3.1 Product and Environment Definition Binary Tree Professional Services will implement the following tools and capabilities in support of this Statement of Work:

Products, Features and Capabilities Active Directory Pro - Offline Domain Join: Cutover and migrate devices that are not always connected to the network. - SQL Server ReACL: Re-Permission ACLs for SQL Databases. - Workstation Migration: ReACL, Cutover and migrate workstation objects. - Server Migration: ReACL, Cutover and migrate member server objects. Directory Sync Pro - Local Active Directory Synchronization: Synchronize all in-scope objects between source and target Environment(s). - Password Synchronization: Synchronize all in-scope user object password between source and target Environment(s) - SIDHistory Migration: Migrate SIDHistory for all in-scope user and group objects between source and target environment(s) Exchange Pro - Messaging Migration: Automation, scheduling, user communication, reporting and native migration of Exchange mailboxes.

The product will be configured in the environments listed below to provide the capabilities required to achieve the business objective outline in the Executive Summary. The product will be implemented and tested to verify proper implementation and full functionality as required by the Statement of Work.

Implementation verification will take the form of a verification performed in the Client’s environment to execute a production POC using representative non-production objects and/or data.

The implementation will then be documented, and knowledge transfer performed to the Client’s technology team.

The environments in scope of services to be performed are listed in the Environment Definition table below:

3.1.1 Source Definition – PCRC.gov Item Value

Environment Name PCRC.gov pcrc.gov (forest), rapid-city.pcrc.gov (domain), rcpd.rapid- Environment FQDN city.pcrc.gov (domain) Number of Active Directory Forests 1

Number of Active Directory Domains 2

Forest Functional Level 2008R2+

Domain Functional Level 2008R2+

Exchange Configuration On-Premise

3 Binary Tree Confidential: See Confidentiality Statement on last page. Exchange Version 2010

Products to be Installed and/or Configured - None

In-scope Environments Active Directory & On-Premise Exchange - Users - Groups - Contacts In-scope Workloads - Computers (Workstations/Servers) - Mailboxes - Archive Mailboxes - Distribution Lists Note:

3.1.2 Target Definition – RCGOV.org Item Value

Environment Name RCGOV.org

Environment FQDN RCGOV.org

Environment Type Greenfield

Number of Active Directory Forests 1

Number of Active Directory Domains 1

Forest Functional Level 2008R2+

Domain Functional Level 2008R2+

Exchange Configuration On-Premise

Exchange Version 2016+ - Active Directory Pro Products to be Installed and/or Configured - Exchange Pro - Directory Sync Pro In-scope Environment Active Directory & On-Premise Exchange

In-scope Workloads - None

Note:

3.1.3 Directory Synchronization Definition – Profile #1 Item Value

Source Environment Name PCRC.gov

Target Environment Name RCGOV.org

4 Binary Tree Confidential: See Confidentiality Statement on last page. - 968 Users - 227 Groups Number of Objects In-Scope - 300 Contacts - 1000 Computers (Workstations/Servers) Sync Type Active Directory Migration

Non-Standard Overrides* None In-Scope

Password Synchronization Yes (Uni-Directional)

SIDHistory Migration Yes

Matching Criteria TBD

Synchronization Direction Source-to-Target *Standard overrides include the following AD attributes: SamAccountName, UserPrincipalName, DisplayName, CN and Distinguished Name.

3.2 Services Definition The Binary Tree Professional Services team offers consulting services based on the scope statements outlined in this section. These services are aligned with our proprietary implementation methodology.

3.2.1 Engagement Management Binary Tree will appoint an Engagement Manager who will be responsible for the performance of the Binary Tree activities described in this Statement of Work. The Engagement Manager will work with the Client Project Manager on project planning and tracking and to administer project change control for all tasks and deliverables described in this document. The engagement manager is responsible for ensuring that the work has been completed in a timely manner, within the project scope, is on budget, and meets the project requirements. Deliverables include:

3.2.1.1 Status Reports The Binary Tree Engagement Manager will provide weekly status reports to the Client, which will be reviewed by all project team members during the weekly status meeting. The status report will include: an overall description of project progress; specific tasks completed; planned tasks for the following week; project status against timeline and budget; a list of open issues; and identification of any items required from either party.

3.2.1.2 Coordination of Resources The Binary Tree Engagement Manager will coordinate and schedule the project activities, ensure completion of deliverables, and track and control project performance. The Binary Tree Engagement Manager will be responsible for providing direction to the entire project team.

3.2.1.3 Change Control The Binary Tree Engagement Manager, in conjunction with the Client, is responsible for administering the Project Change Control Procedure described in the Change Control Procedure section of this document.

3.2.2 Project Kick Off and Environment Discovery Binary Tree will work with the Client to gain familiarization of the current source and target environments as it relates to the scope of services listed in Services Definition. Prerequisites will be validated during this phase.

Activities:

• Meeting/Workshop with participants of all organizations to validate plan and rationalization guidance

5 Binary Tree Confidential: See Confidentiality Statement on last page. • Binary Tree will facilitate discussions for implementation options and how to best leverage the investment in the Binary Tree toolset. This type of facilitation provides sound architecture concepts to guide engineers through the design process and will present a best-practice solution to the team based on expert knowledge of the technical options available. • Validate network requirements • Readiness review • Validation of the Prerequisites Deliverables:

• Readiness validated Note: The results of the Environment Discovery phase can uncover new activities that will need to be addressed by the Client before proceeding with the synchronization project. Any items requiring additional effort will be submitted through the Project Change Request (PCR) process.

3.2.3 Active Directory Pro As part of implementing Active Directory Pro, Directory Sync Pro will be installed to serve as the synchronization database and engine between directories. If password synchronization, SIDHistory migration or any non-standard transformations of attributes are required, as documented in the Directory Synchronization Definition section, they will be implemented at this time.

To verify cutover for a remote user, Binary Tree will configure and demonstrate the offline domain join capability within the scope of the test workstation migrations.

A Binary Tree Senior Consultant will implement Active Directory Pro and Directory Sync Pro as documented in the Product and Environment Definition section to facilitate the migration of in-scope AD objects between the source and target environments. Active Directory Pro will also be implemented to allow for the re-ACL of file servers and SQL databases as required by your migration project.

Activities:

• Installation of the Active Directory Pro and Directory Sync Pro application • Validate network connectivity between source and target environments • Creation of Directory Sync Pro profile(s) to sync required objects between source and target environments • Configuration of Directory Sync Pro profile(s) to synchronize additional in-scope features between in- scope source and target environments. • Validate matching criteria between user objects • Perform test migrations on up to 5 non-production workstations • Perform a test migration of up to 1 file server • Perform a reACL of up to 1 test SQL database Deliverables:

• Validated implementation of Active Directory Pro and Directory Sync Pro • Successfully executed test migrations of workstation objects • Successfully executed test migrations of test file server

6 Binary Tree Confidential: See Confidentiality Statement on last page. • Successfully executed test reACL of 1 test SQL database 3.2.4 Exchange Pro A Binary Tree Senior Consultant will implement Exchange Pro as documented in the Product and Environment Definition section to facilitate the synchronization and migration of Exchange mailboxes, between the source and target environments.

Activities:

• Installation of the Exchange Pro application • Optimization of environments and tools configuration based on test migrations • Test migration of up to 5 exchange mailboxes • Analyze test migration results and adjust processes as necessary Deliverables:

• Validate configuration of Exchange Pro server • Successful Migration of non-production/test mailboxes

3.2.5 Knowledge Transfer and Documentation A Binary Tree Senior Consultant will review the custom deployment supplement with Client technical representative(s). The consultant will lead knowledge transfer session(s) on all the installed components to enable the continuation of migration/synchronization without further assistance.

Activities:

• Review the custom and standard documentation for all installed components • Lead Knowledge Transfer session on the migration/synchronization process • Communicate Binary Tree product specific best practices Deliverables:

• Custom Deployment Supplement

3.2.6 Post Implementation Follow-up A Binary Tree Engagement Manager will facilitate a post implementation meeting with the Client.

Activities:

• Verify that the Client’s predefined goals have been met • Address any questions or issues • Review meeting with internal Binary Tree support to review Client environment and prepare support team for Client onboarding

3.3 Areas Out of Scope Any area that is not explicitly listed in section Services Definition is out of scope for this engagement. The areas that are out of scope for this engagement include, but are not limited to, the following:

7 Binary Tree Confidential: See Confidentiality Statement on last page. Activity Scope Area

Assistance with any remediation of prerequisites General

Assistance with modifying and/or troubleshooting any preexisting configuration General Remediation or Management of Active Directory, Active Directory Federation Service (ADFS), General AADC, or schema updates Local AD Domain Integration, establishing of trust relationships or network connectivity General

Migration of any production workload outside of the agreed migration scope General

Directory Integration with any 3rd party Single Sign On software General

High Availability / Redundant Implementation General Creation of additional Client specific, or customized, documentation (Visio diagrams, etc.) not General specifically outlined in this Statement of Work Active Directory Application Discovery and/or migration Migration Active Directory Remediation or Migration of AzureAD Domain Join environments Migration Active Directory Migration or reconfiguration of any networking and/or non-server or workstation devices Migration Active Directory Remediation or Migration of VDI environments Migration Active Directory Remediation or Migration of Mail and related workloads Migration Custom Scripting and/or Data Overrides not explicitly listed in this Statement of Work Directory Sync Custom transformations other than the following AD attributes: SamAccountName, Directory Sync UserPrincipalName, DisplayName, CN and Distinguished Name Remediation of object collision during synchronization Directory Sync

Bi-Directional Password Synchronization Password Sync Public Folder Synchronization of Public Folder content Synchronization On-Premise Setup and Configuration of Mail Routing and Free/Busy Org Relationships Exchange Migration of Dynamic Distribution Lists Distribution Lists

3.4 Assumptions This section will list the engagement assumptions used to define the methods of delivery and environment access, activates to be performed, and durations within this engagement. If these assumptions do not hold true, there may be a need to modify the scope of services or effort required to complete the business objective. This may result in invoking the change control procedures outlined in section Change Control Procedure.

Assumption Dependency Adequate connection between source and target(s) will be verified prior to beginning of Engagement engagement Prerequisites

8 Binary Tree Confidential: See Confidentiality Statement on last page. Engagement Administrative access to all source and target environments is available Prerequisites Remote access to all source and target environments is available Work Location

4. Project Execution This section will detail the delivery approach for this engagement. It will contain project management information and agreements by which the engagement will be delivered. Details include working hours, work locations and travel, the approach to the engagement, timeline and staffing, project kick off, change control procedures and project close-out criteria. General engagement information is as follows:

Binary Tree will provide services under this Statement of Work during normal business hours (8am-5pm local time zone) Monday - Friday, excluding holidays, except as specifically noted during the planning phase of this engagement.

The Binary Tree Engagement Manager and Client Project Manager will agree on project timelines and work locations at the start of the engagement. Costs outlined in this Statement of Work do not include normal travel and living expenses. If remote access is not provided and Binary Tree Professionals must travel on behalf of the project, travel costs incurred will be invoiced to the Client.

4.1 Project Approach The project will be delivered in alignment with our proprietary delivery methodology of Discover, Define, Construct and Deliver. Based on the services in scope of this Statement of Work, these services will be executed as described below.

During the Discovery phase, each in-scope environment will be analyzed to confirm all technical prerequisites can be met and identify any environmental changes required.

During the Definition phase, Binary Tree will assist with developing a best-practice migration approach, based on known customer requirements, and contribute to a technical migration process and schedule for the environments in scope for this project. We will also confirm detailed configuration requirements for the tools in scope to deliver the migration experience as required.

During the Construct phase, Binary Tree will deploy tools, configure and validate their functionality based on the agreed scope of the Definition phase. Binary Tree will conduct test migrations to validate the technical migration process with reflective, non-production objects.

During the Deliver phase, Binary Tree’s approach to velocity migration after passing all testing and validation requirements will be to perform a knowledge transfer to the Client’s technical team or the Binary Tree Migration as a Service (MaaS) team (if applicable) to conduct velocity migrations.

4.2 Project Timeline The project schedule will be developed in conjunction with the Binary Tree Engagement Manager and the Client upon signing of this contract, the estimated duration is outlined below. The project will close 7 weeks after commencement without a PCR (unless the delay is caused by Binary Tree). Any extensions must be agreed upon in writing between the Client and Binary Tree via the Change Control Procedure.

Implementation Services Week

9 Binary Tree Confidential: See Confidentiality Statement on last page. Engagement Management W1 -W3

Project Kick off and Environment Discovery W1

Deployment and Configuration of Active Directory Pro W1 – W2

Deployment and Configuration of Exchange Pro W2 – W3

Knowledge Transfer & Documentation W3

Project Close W3 Total Estimated: 3 Weeks

4.3 Project Resources To complete the tasks outlined in the scope of this project, we anticipate the following Binary Tree resources will be required:

• Binary Tree Engagement Manager

• Binary Tree Senior Consultant

4.4 Change Control Procedure Change control procedure and supporting conditions are outlined in the Services Agreement.

4.5 Project Closure Following the completion of all activities, the final status meeting and status report will confirm project closure. Any issues with the content of the final status report should be reported by the Client within 10 days of receipt, otherwise the project will be considered closed and accepted.

Activities:

• Product hand-off meeting with internal Binary Tree support to review customer environment and prepare support team for customer onboarding • Project closure meeting: o The project will be considered closed upon acceptance of deliverables by the Client. If acceptance is not received within 10 business days, the project will be considered accepted and complete.

5. Client Responsibilities The Client is responsible for the following activities prior to Binary Tree beginning the project:

5.1 Prerequisite Activities

Activity Scope Area

10 Binary Tree Confidential: See Confidentiality Statement on last page. Provide full remote access to the environments in scope of servers including, but not limited to, Active Directory, Exchange, Azure AD Connect, and servers which the Binary Tree tools will General be installed on. Remote access is defined as RDP, VPN, or a similar access method. Schedule and ensure the commitment of Client resources per the project schedule. General Complete all prerequisites outlined in product documentation prior to Binary Tree engagement. General • Active Directory Pro • Exchange Pro Assign personnel to this project that have appropriate business and technical knowledge of the current environment and communications skills necessary to participate in this project. General For skills expectations, see engagement specific assumptions. Provide an inventory of their existing environment, such as, but not limited to; Active Directory Topology, Messaging Topology, Network Topology, Remote Office Locations, General Number of Users per Location, Network applications; including locations and configurations, Location and purpose of all AD Machines throughout the current environment Verify the following synchronization preparation items prior to the beginning of the engagement: • Identified all objects (mailboxes, users, computers, and/or groups) to be migrated over to environment and is aware of the associated attributes to be preserved throughout the synchronization. General • Existing network is fully functional and operational including name resolution. • Setup functional trust relationships between both source and target environments (if required). Provide non-MFA enabled administration accounts, which have full administrative access to both environments. Understand that any verbal commitment, expectation, or reference to functionality from any Binary Tree representative is not inclusive in this Statement of Work unless specifically General outlined as a deliverable.

5.2 Delivery Activities Throughout the engagement, the Client shall:

Activity Scope Area

Provide adequate test objects and servers representative of the Client’s environment. General Will make available identified key technology delivery teams throughout the engagement, such as: Security, Messaging, Infrastructure, Active Directory, Desktop Support, Application General Support, Project Manager Provide any support the project requires related to any manual synchronization processes General currently utilized by the production environment. Perform all administrative duties of the technical environments in scope of services being General delivered (e.g. Active Directory, Exchange, Microsoft 365). Provide information, data, decisions and approvals within reasonable timeframes to ensure General project schedule is not negatively impacted. Resolve project issues and escalations as required. General Complete testing and acceptance of customizations made based on defined project prior to General the start of synchronization.

11 Binary Tree Confidential: See Confidentiality Statement on last page. Be responsible for managing any messaging, mail routing, Microsoft 365 application or object General configuration tasks during and after the migration project Mail Routing Active DNS will be meshed to support DNS lookups between source and target environments Directory Active Have an architectural view of the desired end-state Active Directory. Directory Have an architectural view of the desired end-state Exchange environment. Exchange Pro Necessary network connectivity, DNS and firewall changes in place (full requirements available in product users guide) such as: • DNS Mesh Mail • SMTP fidelity Migration • Autodiscover forwarding • Free/busy configuration • Adequate internet connection to support migration activities

5.3 Invoice Schedule Binary Tree’s invoice schedule is as follows:

Invoice Schedule Cost (USD)

Start of engagement (upon execution of this Statement of Work) $19,800.00

Completion of project and deliverables (in accordance with this Statement of Work) $19,800.00 Total $39,600.00 Considerations for this engagement are as follows:

• The Services will be billed on a Fixed Fee or per event basis. • The pricing in this Statement of Work is valid for 60 days. 6. Acknowledgement Customer acknowledges that Quest Software Inc. (“Quest”) has acquired Binary Tree on September 2, 2020 and that for purposes of this order all references in this document (or documents incorporated by reference) to Binary Tree, BinaryTree.com Inc., or Binary Tree, Inc. shall be references to (i) for orders placed in the US Quest Software Inc., TIN: 33-0231678 or (ii) for orders outside of the US one of the following Quest affiliates based on Customer’s location:

EMEA: Quest Software International Limited, City Gate Park, Mahon, Cork, Ireland, VAT Number IE6379440W

Canada: Quest Software Canada Inc.

Japan: Quest Software Japan, Ltd

China (excluding Hong Kong, S.A.R., Macau S.A.R. and Taiwan): Quest Software (Beijing) Co., Ltd.

Other APJ: Quest Software International Limited, City Gate Park, Mahon, Cork, Ireland, VAT Number IE6379440W

Brazil: Quest Software Ltda.

Mexico: Quest Software Mx, S. de R.L. de C.V.

12 Binary Tree Confidential: See Confidentiality Statement on last page.

[SIGNATURE PAGE FOLLOWS]

13 Binary Tree Confidential: See Confidentiality Statement on last page. Retainer payments may also be wired to the following account:

Bank Western Alliance Bank Account BinaryTree.com, Inc. One E Washington Ste 2500 Address Routing # 122105980 Phoenix, Arizona 85004 Swift Code BBFXUS6S Account # 8872392167

We look forward to a successful engagement and a long-term relationship.

Client Binary Tree Authorized Signature

Printed Name

Title

Date

Email Address

Account Payable Contact Name Binary Tree Federal Tax ID: O6-1576821 AP Contact Phone

AP Contact Email

14 Binary Tree Confidential: See Confidentiality Statement on last page. 7. Document Revision Notes This section is reserved to record the revisions of this Statement of Work from creation to signature.

7.1 Change Record

Date Name Update Type Version Change Reference

09/14/2020 Chris Shallcross Created 0.1 Initial Draft

09/14/2020 Kathy Walsh Internal Review 0.2 PSO Review

09/14/2020 Chris Shallcross Updated 1.0 Change Acceptance Added Acknowledgement 09/21/2020 Chris Shallcross Updated 1.1 section

15 Binary Tree Confidential: See Confidentiality Statement on last page.