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7465 - Change Order 1 Executed Change Request City of Denton CR 8923 April 29, 2021 Project #: 4595 Change Request#: 8923 Version #: 1.0 Author: Kyle Braun / Xavinnie Shen Clevest Solutions Inc. Suite 200 - 13700 International Place, Richmond, BC Canada V6V 2X8 www.clevest.com Change Request City of Denton 7.1 Upgrade & Migration to AWS or Azure Deferral of AWS Migration Heading Cover Page GPS Fleet Tracking System Request for Proposal 1386P DocuSign Envelope ID: 87CAB3D0-2A84-4EC5-8E26-17DD98C7F3EC Change Request City of Denton CR 8923 Change Request Details Scope Under the terms of the Statement of Work (SOW) for Project 4595, 7.1 Upgrade & Migration to AWS or Azure, Clevest was to provide the City of Denton with an MWM upgrade to Release 7.1 together with a migration to AWS or Azure. The scope has since been refined to an MWM upgrade to Release 7.0.4 together with a migration to AWS. In late March 2021, the City of Denton requested Clevest to defer the migration to AWS while continuing with the MWM upgrade. To account for this change, Clevest is providing this project Change Request (CR). The deferral is to allow time for the City of Denton’s IT department to review the network security requirements for connecting to the Cloud as well as its support resource availability for a Cloud migration. To comply with the customer request, Clevest and the City of Denton will process this CR to illustrate the impact to the current project, and provide the City of Denton with a plan to deliver the deferred deliverables in a new and separate project or phase. Deferred Deliverables 1. Clevest development services to convert City of Denton’s on-premise databases to Cloud databases. 2. Setup of the City of Denton’s: a. Non-Production Test system in the Cloud infrastructure. b. Production system in the Cloud infrastructure. Details of Work Upon the customer request of AWS migration deferral, Clevest postponed the work on the deferred deliverables referenced in the previous section. Project 4595 will continue with the tasks necessary for the MWM upgrade, herein referred as Phase 1 (MWM Upgrade). The tasks to migrate MWM from on-premise to the Cloud will be deferred to a new project phase, herein referred as Phase 2 (Cloud Migration). Phase 1 (MWM Upgrade) Phase 1 will proceed, as outlined in the Project 4595 Statement of Work (SOW) section 2.2.1 Clevest Services, with the following phases and with the tasks modified to keep MWM on-premise: 1. The Initiation 2. Design 3. Construction 4. Deployment Phase 2 (Cloud Migration) Phase 2 will be structured similar to what was outlined in the Project 4595 SOW section 2.2.1 Clevest Services. DocuSign Envelope ID: 87CAB3D0-2A84-4EC5-8E26-17DD98C7F3EC Change Request City of Denton CR 8923 Note: The Cloud migration not only migrates the MWM system from on-premise to the Cloud but may also require a database migration from MS SQL Server to another database option appropriate for the Cloud environment. 1. The Initiation a. Setup Phase 2 internally and create Project Schedule. b. Provide initial Project Status Report. c. Conduct the Phase 2 Kick-off Meeting. 2. Design a. Conduct a remote Workshop to confirm the contracted requirements for Phase 2 and document any gaps for resolution via change management. b. Develop and deliver the applicable design phase deliverable documents for the Cloud migration c. Review and Approve Acceptance Criteria and Test Case documents with DME for the Cloud migration. 3. Construction a. Perform a test of the migration process in a Cloud Test environment b. Conduct an internal Test of the migrated Solution in the Cloud Test environment. 4. Deployment a. Migrate the City of Denton Test system to the Cloud b. Support regression and functional testing of the system and interfaces. c. Migrate the City of Denton Production system the Cloud d. Provide initial go live support (remote). 5. Project Management a. Manage Communication, Schedule, Scope, Quality, Issues and Risks. Cost Impact It is estimated that 60-80% of the tasks and effort of the Project 4595 will need to be repeated in Phase 2, resulting in a an approximately corresponding cost increase. Assumptions This CR is subject to the original terms and conditions of the CONTRACT BY AND BETWEEN CITY OF DENTON, TEXAS AND CLEVEST SOLUTIONS, INC. (Contract 7465). If there are any conflicts between the terms in this agreement versus Contract 7465, this agreement shall prevail. 1) Upon written request from the City of Denton to deliver Phase 2, Clevest will generate a new CR with scope that references the Phase 2 tasks in the previous section, as well as the schedule, additional costs and payment milestones, and terms of Phase 2. 2) Upon approval of the CR for Phase 2, Clevest will schedule resources and establish a baseline schedule and period of performance to deliver the deferred deliverables. 3) The City of Denton will request Phase 2 to start no later than 12 months from the approval of this CR. 4) This Change Request is pursuant to the terms of the original Contract 7465. DocuSign Envelope ID: 87CAB3D0-2A84-4EC5-8E26-17DD98C7F3EC Change Request City of Denton CR 8923 5) Depending on the timeline for Phase 2, Clevest and the City of Denton may perform a subsequent upgrade to a then-current release - as required by Clevest for Cloud support, or other MWM support requirements, or based upon new or changed business requirements for the City of Denton. The City of Denton may also take advantage of such an upgrade to implement new features or configuration. Any additional services required to implement new features or configuration as part of the new project phase will be estimated and priced under the new agreement. 6) This Change Request reflects only the deferral of Cloud Migration to a later date. No scope is being removed from this project. For any scope removal, the City of Denton shall discuss with the Clevest commercial team about feasibility. Payment With Cloud Migration being deferred to Phase 2, the Payment Milestones table from the Project 4595 SOW has been adjusted to be as below. Milestone(s) Fee % Upon SOW Signoff (Paid) $18,012.75 36% of Phase 1 Software Release Delivered to Test Environment $18,012.75 36% of Phase 1 UAT sign off $4,950.60 10% of Phase 1 Go-Live $4,950.60 10% of Phase 1 Phase 1 Acceptance $3,579.30 7% of Phase 1 Phase 1 Total $49,506.00 100% of Phase 1 Remaining budget for Phase 2 $22,545.00 Subtotal (Current Project Budget) $72,051.00 New budget required for completion of Phase 2 TBD TOTAL TBD Upon definition of the CR for Phase 2, Clevest will generate additional payment milestones to address the additional project cost to the City of Denton. Travel Professional services will be performed remotely. Travel is not applicable. Schedule As a result of this change, the existing project schedule will be adjusted according to the plan below: Task Name Duration Start Finish DocuSign Envelope ID: 87CAB3D0-2A84-4EC5-8E26-17DD98C7F3EC Change Request City of Denton CR 8923 IPS_Denton_4595_ MWFM (Version 5.2 to Version 7.0.4) 118 days? Tue 12/1/20 Fri 5/21/21 Initiation 72 days Tue 12/1/20 Thu 3/18/21 Design 36 days Fri 2/26/21 Fri 4/16/21 Perform Upgradeability Workshop 14 days Fri 2/26/21 Wed 3/17/21 Perform Customer System Inventory (Scope, Interfaces, 3rd Party Versions, Hardware, etc.) and Support Analysis 14 days Thu 3/4/21 Tue 3/23/21 Provide Upgradeability report 5 days Tue 3/30/21 Mon 4/5/21 Generate Gap List 0.5 days Wed 3/31/21 Wed 3/31/21 Update / Confirm Test Cases for UAT 7 days Thu 4/1/21 Fri 4/9/21 Review and Approve Acceptance Criteria with Customer 5 days Mon 4/12/21 Fri 4/16/21 Design Complete 0 days Fri 4/16/21 Fri 4/16/21 Construction 13 days Mon 4/5/21 Wed 4/21/21 Professional Services 13 days Mon 4/5/21 Wed 4/21/21 Obtain Database Backup and Install 2 days Mon 4/5/21 Tue 4/6/21 Setup Internal Test Environment 1 day Wed 4/7/21 Wed 4/7/21 Run Migration 1 day Thu 4/8/21 Thu 4/8/21 Testing and Rework 1 day Fri 4/9/21 Fri 4/9/21 Internal Testing of UAT Test Cases 5 days Mon 4/12/21 Fri 4/16/21 Rework and PR (If Required) 3 days Mon 4/19/21 Wed 4/21/21 Internal Migration complete 0 days Wed 4/21/21 Wed 4/21/21 Deployment 40.75 days Thu 4/15/21 Thu 6/10/21 Testing Phase 22.25 days Thu 4/15/21 Mon 5/17/21 Install new release to TEST environment 1 day Thu 4/15/21 Thu 4/15/21 DocuSign Envelope ID: 87CAB3D0-2A84-4EC5-8E26-17DD98C7F3EC Change Request City of Denton CR 8923 Install Data Warehouse and Jasper 5 days Mon 4/26/21 Fri 4/30/21 Migrate TEST system 1 day Fri 4/16/21 Fri 4/16/21 Test Interfaces 1 day Mon 4/19/21 Mon 4/19/21 Sanity test TEST System 3 days Tue 4/20/21 Thu 4/22/21 Support Customer UAT Dry-Run 5 days Fri 4/23/21 Thu 4/29/21 Rework 3 days Fri 4/30/21 Tue 5/4/21 Customer Execution of UAT Test Cases 5 days Wed 5/5/21 Tue 5/11/21 Rework 3 days Wed 5/12/21 Fri 5/14/21 Migrate open issues to Clevest Helpdesk 0.25 days Mon 5/17/21 Mon 5/17/21 UAT Complete 0 days Mon 5/17/21 Mon 5/17/21 Go-Live Phase 18.5 days Mon 5/17/21 Thu 6/10/21 Prepare and review rollout plan with Customer 2 days Mon 5/17/21 Wed 5/19/21 Take Production Backups 1 day Wed 5/19/21 Thu 5/20/21 Install new release to Production 0.5 days Thu 5/20/21 Thu 5/20/21 Migrate Production system 0.5 days Thu 5/20/21 Fri 5/21/21 Upgrade Mobile Devices 1 day Fri 5/21/21 Mon 5/24/21 Go-Live Complete 0 days Mon 5/24/21 Mon 5/24/21 Production Go-Live Support -Hypercare 10 days Mon 5/24/21 Mon 6/7/21 Support Transition 0.5 days Mon 6/7/21 Mon 6/7/21 Perform Project Close-out Tasks 3 days Mon 6/7/21 Thu 6/10/21 Issue Final Acceptance Certificate 0 days Thu 6/10/21 Thu 6/10/21 DocuSign Envelope ID: 87CAB3D0-2A84-4EC5-8E26-17DD98C7F3EC Change Request City of Denton CR 8923 Approvals Clevest Solutions Inc. City of Denton Title: Title Signature: Signature: Name: Name: Date: Date: DocuSign Envelope ID: 87CAB3D0-2A84-4EC5-8E26-17DD98C7F3EC 5/21/2021 Senior Buyer Cori Power VP Professional Services Roth Niven 5/26/2021 Certificate Of Completion Envelope Id: 87CAB3D02A844EC58E2617DD98C7F3EC Status: Completed Subject: Please DocuSign: Contract 7465 Clevest Upgrade - Change Request Source Envelope: Document Pages: 7 Signatures: 2 Envelope Originator: Certificate Pages: 5 Initials: 0 Cori Power AutoNav: Enabled EnvelopeId Stamping: Enabled Time Zone: (UTC-06:00) Central Time (US & Canada) 901B Texas Street Denton, TX 76209 cori.power@cityofdenton.com IP Address: 198.49.140.104 Record Tracking Status: Original 5/21/2021 1:32:23 PM Holder: Cori Power cori.power@cityofdenton.com Location: DocuSign Signer Events Signature Timestamp Cori Power cori.power@cityofdenton.com Senior Buyer City of Denton Security Level: Email, Account Authentication (None) Signature Adoption: Pre-selected Style Using IP Address: 198.49.140.104 Sent: 5/21/2021 2:08:52 PM Viewed: 5/21/2021 2:08:59 PM Signed: 5/21/2021 2:09:06 PM Electronic Record and Signature Disclosure: Not Offered via DocuSign Roth Niven roth.niven@ifs.com VP Professional Services Security Level: Email, Account Authentication (None)Signature Adoption: Pre-selected Style Using IP Address: 70.79.152.27 Sent: 5/21/2021 2:16:11 PM Viewed: 5/26/2021 2:30:56 AM Signed: 5/26/2021 2:31:32 AM Electronic Record and Signature Disclosure: Accepted: 5/26/2021 2:30:56 AM ID: 78ae0fb7-b461-41ed-bd14-482cb749b28e In Person Signer Events Signature Timestamp Editor Delivery Events Status Timestamp Agent Delivery Events Status Timestamp Intermediary Delivery Events Status Timestamp Certified Delivery Events Status Timestamp Carbon Copy Events Status Timestamp Xavinnie Shen xavinnie.shen@ifs.com Security Level: Email, Account Authentication (None) Sent: 5/21/2021 2:16:13 PM Electronic Record and Signature Disclosure: Accepted: 5/21/2021 2:10:53 PM ID: 2ca768a1-375b-478d-8dc9-3306e083ecd9 Carbon Copy Events Status Timestamp Cheyenne Defee cheyenne.defee@cityofdenton.com Contract Administrator City of Denton Security Level: Email, Account Authentication (None) Sent: 5/26/2021 2:31:33 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Omar Rodriguez Omar.Rodriguez@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/26/2021 2:31:34 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Sandra Allsuo Sandra.Allsup@cityofdenton.com Security Level: Email, Account Authentication (None) Sent: 5/26/2021 2:31:34 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Lisa Collaud Lisa.Collaud@cityofdenton.com City of Denton Security Level: Email, Account Authentication (None) Sent: 5/26/2021 2:31:35 AM Viewed: 5/26/2021 8:51:58 AM Electronic Record and Signature Disclosure: Not Offered via DocuSign Witness Events Signature Timestamp Notary Events Signature Timestamp Envelope Summary Events Status Timestamps Envelope Sent Hashed/Encrypted 5/21/2021 2:08:52 PM Certified Delivered Security Checked 5/26/2021 2:30:56 AM Signing Complete Security Checked 5/26/2021 2:31:32 AM Completed Security Checked 5/26/2021 2:31:35 AM Payment Events Status Timestamps Electronic Record and Signature Disclosure ELECTRONIC RECORD AND SIGNATURE DISCLOSURE From time to time, City of Denton (we, us or Company) may be required by law to provide to you certain written notices or disclosures. 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