2017/07/01 Helixstorm, Inc. FY20 Information Technology Support CITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and
effective this 7th day of June 2017 ("Effective Date") by and between the CITY OF
MENIFEE, a California municipal corporation, ("City") and Helixstorm Inc., a California
Corporation, ("Consultant"). City and Consultant may sometimes herein be referred to
individually as a "Party" and collectively as the "Parties."
SECTION 1. SERVICES.
Subject to the terms and conditions set forth in this Agreement, Consultant shall
provide to City the services described in the Scope of Services, attached hereto as
Exhibit A and incorporated herein by this reference (the "Services"). Consultant will
perform subsequent task orders as requested by the Contract Administrator (as defined
below), in accordance with the Scope of Services. In the event of a conflict in or
inconsistency between the terms of this Agreement and Exhibit A, this Agreement shall
prevail.
1.1 Term of Services. The term of this Agreement shall begin on July 1, 2017
and shall end on June 30, 2020 unless the term of this Agreement is otherwise terminated
or extended as provided for in Section 8. The time provided to Consultant to complete
the Services required by this Agreement shall not affect City's right to terminate this
Agreement, as provided for in Section 8.
1.2 Standard of Performance. Consultant represents and warrants that
Consultant is a provider of first class work and services and Consultant is experienced in
performing the Services contemplated herein and, in light of such status and experience,
Consultant shall perform the Services required pursuant to this Agreement in the manner
and according to the standards observed by a competent practitioner of the profession in
which Consultant is engaged in the geographical area in which Consultant practices its
profession and to the sole satisfaction of the Contract Administrator.
1.3 Assignment of Personnel. Consultant shall assign only competent
personnel to perform the Services pursuant to Agreement. In the event that City, in its
sole discretion, at any time during the term of this Agreement, desires the reassignment
of any such persons, Consultant shall, immediately upon receiving notice from City of
such desire of City, reassign such person or persons.
1.4 Time. Consultant shall devote such time to the performance of the Services
pursuant to this Agreement as may be reasonably necessary to satisfy Consultant's
obligations hereunder.
1.5 Authorization to Perform Services. Consultant is not authorized to perform
any of the Services or incur any costs whatsoever under the terms of this Agreement until
receipt of authorization from the Contract Administrator.
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1.6 Exclusions. The following services are specifically excluded from coverage
under this Agreement, unless stated otherwise in this Agreement, and if performed shall
be charged to City using the rate schedule included in this document or at a rate or project
fee to be mutually agreed to at the time. City approval will be required before performing
any tasks not covered by this Agreement.
a. Major system changes or upgrades including but not limited to server
replacement, operating system upgrade/replacement, additions of remote
locations, email upgrade/replacement, installation of workstations, applications,
and/or printers. Note: For outsourced IT contracts, Consultant reserves the right
to stop troubleshooting the problem in favor of rebuilding or replacing the failing
equipment. The rebuilding and/or replacement of this equipment will be performed
according to the rate schedule included in this document or at a rate or project fee
to be mutually agreed to at the time.
b. Hardware repairs and replacement
C. Application development, modifications, or design work
d. Any problems caused by a third party or City resources performing
unauthorized service or changes to the network environment
e. This proposal does not include quotation for hardware, software, or
related licensing. Consultant will be available to offer quotes on products as
needed
f. Third party support may be required for non-Microsoft software at
customer's expense
g. All hardware and software must have a valid support contract from
the manufacturer
SECTION 2. COMPENSATION.
City hereby agrees to pay Consultant ONE HUNDRED THIRTY-FIVE
DOLLARS ($135.00) per computer network user for technical IT support as described in
Exhibit A plus offsite data storage cost as described in Section 2 in Exhibit A. City and
Consultant collectively understand that special tasks performed in additional to the
services listed in Exhibit A will be treated separately from this Agreement and may be
priced differently from this Agreement. In the event of a conflict between this Agreement
and Exhibit A, regarding the amount of compensation, this Agreement shall prevail. City
shall pay Consultant for the Services rendered pursuant to this Agreement at the time
and in the manner set forth herein. The payments specified below shall be the only
payments from City to Consultant for the Services rendered pursuant to this Agreement.
Consultant shall submit all invoices to City in the manner specified herein. Except as
specifically authorized in advance by City, Consultant shall not bill City for duplicate
services performed by more than one person.
2.1 Invoices. Consultant shall submit invoices monthly during the term of this
Agreement, based on the cost for the Services performed and reimbursable costs
incurred prior to the invoice date. Invoices shall contain the following information:
a. Serial identifications of progress bills; i.e., Progress Bill No. 1 for the
first invoice, etc.;
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b. The beginning and ending dates of the billing period;
C. A "Task Summary" containing the original contract amount, the
amount of prior billings, the total due this period, the balance available under this
Agreement, and the percentage of completion;
d. At City's option, for each item in each task, a copy of the applicable
time entries or time sheets shall be submitted showing the name of the person
performing the Services, the hours spent by each person, a brief description of the
Services, and each reimbursable expense;
e. The total number of hours of work performed under this Agreement
by Consultant and each employee, agent, and subcontractor of Consultant
performing the Services hereunder necessary to complete the Services described
in Exhibit A;
f. Receipts for expenses to be reimbursed;
g. The Consultant Representative's signature.
Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29714 Haun Road
Menifee, CA 92586
2.2 Monthly Payment. City shall make monthly payments, based on invoices
received, for the Services satisfactorily performed, and for authorized reimbursable costs
incurred. City shall have thirty (30) days from the receipt of an invoice that complies with
all of the requirements above to pay Consultant.
2.3 Final Payment. City shall pay the last ten percent (10%) of the total amount
due pursuant to this Agreement within sixty (60) days after completion of the Services
and submittal to City of a final invoice, if all of the Services required have been
satisfactorily performed.
2.4 Total Payment. City shall not pay any additional sum for any expense or
cost whatsoever incurred by Consultant in rendering the Services pursuant to this
Agreement. City shall make no payment for any extra, further, or additional service
pursuant to this Agreement.
In no event shall Consultant submit any invoice for an amount in excess of
the maximum amount of compensation provided above either for a task or for the entirety
of the Services performed pursuant to this Agreement, unless this Agreement is modified
in writing prior to the submission of such an invoice.
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2.5 Hourly Fees. Fees for the Services performed by Consultant on an hourly
basis shall not exceed the amounts shown on the fee schedule included with Exhibit A.
2.6 Reimbursable Expenses. Reimbursable expenses are included within the
maximum amount of this Agreement.
2.7 Payment of Taxes. Consultant is solely responsible for the payment of
employment taxes incurred under this Agreement and any federal or state taxes.
2.8 Payment upon Termination. In the event that City or Consultant terminates
this Agreement pursuant to Section 8, City shall compensate Consultant for all
outstanding costs and reimbursable expenses incurred for Services satisfactorily
completed and for reimbursable expenses as of the date of written notice of termination.
Consultant shall maintain adequate logs and timesheets in order to verify costs and
reimbursable expenses incurred to that date.
SECTION 3. FACILITIES AND EQUIPMENT.
Except as otherwise provided, Consultant shall, at its sole cost and expense,
provide all facilities and equipment necessary to perform the services required by this
Agreement. City shall make available to Consultant only physical facilities such as desks,
filing cabinets, and conference space, as may be reasonably necessary for Consultant's
use while consulting with City employees and reviewing records and the information in
possession of City. The location, quantity, and time of furnishing those facilities shall be
in the sole discretion of City. In no event shall City be required to furnish any facility that
may involve incurring any direct expense, including but not limited to computer, long-
distance telephone or other communication charges, vehicles, and reproduction facilities.
SECTION 4. INSURANCE REQUIREMENTS.
Before beginning any work under this Agreement, Consultant, at its own cost and
expense, shall procure the types and amounts of insurance checked below and provide
Certificates of Insurance, indicating that Consultant has obtained or currently maintains
insurance that meets the requirements of this section and which is satisfactory, in all
respects, to City. Consultant shall maintain the insurance policies required by this section
throughout the term of this Agreement. The cost of such insurance shall be included in
Consultant's compensation. Consultant shall not allow any subcontractor, consultant or
other agent to commence work on any subcontract until Consultant has obtained all
insurance required herein for the subcontractor(s) and provided evidence thereof to City.
Verification of the required insurance shall be submitted and made part of this Agreement
prior to execution. Consultant acknowledges the insurance policy must cover inter-
insured suits between City and other Insureds.
4.1 Workers' Compensation. Consultant shall, at its sole cost and expense,
maintain Statutory Workers' Compensation Insurance and Employer's Liability Insurance
for any and all persons employed directly or indirectly by Consultant pursuant to the
provisions of the California Labor Code. Statutory Workers' Compensation Insurance and
Employer's Liability Insurance shall be provided with limits of not less than ONE MILLION
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DOLLARS ($1,000,000.00) per accident, ONE MILLION DOLLARS ($1,000,000.00)
disease per employee, and ONE MILLION DOLLARS ($1,000,000.00) disease per policy.
In the alternative, Consultant may rely on a self-insurance program to meet those
requirements, but only if the program of self-insurance complies fully with the provisions
of the California Labor Code. Determination of whether a self-insurance program meets
the standards of the California Labor Code shall be solely in the discretion of the Contract
Administrator. The insurer, if insurance is provided, or Consultant, if a program of self-
insurance is provided, shall waive all rights of subrogation against City and its officers,
officials, employees, and authorized volunteers for loss arising from the Services
performed under this Agreement.
4.2 Commercial General and Automobile Liability Insurance.
4.2.1 General requirements. Consultant, at its own cost and expense,
shall maintain commercial general and automobile liability insurance for the term of this
Agreement in an amount not less than ONE MILLION DOLLARS ($1,000,000.00) per
occurrence, combined single limit coverage, for risks associated with the Services
contemplated by this Agreement, TWO MILLION DOLLARS ($2,000,000.00) general
aggregate, and TWO MILLION DOLLARS ($2,000,000.00) products/completed
operations aggregate. If a Commercial General Liability Insurance or an Automobile
Liability Insurance form or other form with a general aggregate limit is used, either the
general aggregate limit shall apply separately to the Services to be performed under this
Agreement or the general aggregate limit shall be at least twice the required occurrence
limit. Such coverage shall include but shall not be limited to, protection against claims
arising from bodily and personal injury, including death resulting therefrom, and damage
to property resulting from the Services contemplated under this Agreement, including the
use of hired, owned, and non-owned automobiles.
4.2.2 Minimum scope of coverage. Commercial general coverage shall be
at least as broad as Insurance Services Office Commercial General Liability occurrence
form CG 0001. Automobile coverage shall be at least as broad as Insurance Services
Office Automobile Liability form CA 0001 Code 2, 8, and 9. No endorsement shall be
attached limiting the coverage.
4.2.3 Additional requirements. Each of the following shall be included in
the insurance coverage or added as a certified endorsement to the policy:
a. The insurance shall cover on an occurrence or an accident
basis, and not on a claims-made basis.
b. Any failure of Consultant to comply with reporting provisions
of the policy shall not affect coverage provided to City and its officers,
employees, agents, and volunteers.
4.3 Professional Liability Insurance.
4.3.1 General requirements. Consultant, at its own cost and expense,
shall maintain for the period covered by this Agreement professional liability insurance for
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licensed professionals performing the Services pursuant to this Agreement in an amount
not less than ONE MILLION DOLLARS ($1,000,000) covering the licensed professionals'
errors and omissions. Any deductible or self-insured retention shall be shown on the
Certificate. If the deductible or self-insured retention exceeds TWENTY-FIVE
THOUSAND DOLLARS ($25,000), it must be approved by City.
4.3.2 Claims-made limitations. The following provisions shall apply if the
professional liability coverage is written on a claims-made form:
a. The retroactive date of the policy must be shown and must be
no later than the commencement of the Services.
b. Insurance must be maintained and evidence of insurance
must be provided for at least five (5) years after the expiration or termination
of this Agreement or completion of the Services, so long as commercially
available at reasonable rates.
C. If coverage is canceled or not renewed and it is not replaced
with another claims-made policy form with a retroactive date that precedes
the Effective Date of this Agreement, Consultant must provide extended
reporting coverage for a minimum of five (5) years after the expiration or
termination of this Agreement or the completion of the Services. Such
continuation coverage may be provided by one of the following: (1) renewal
of the existing policy; (2) an extended reporting period endorsement; or
(3) replacement insurance with a retroactive date no later than the
commencement of the Services under this Agreement. City shall have the
right to exercise, at Consultant's sole cost and expense, any extended
reporting provisions of the policy, if Consultant cancels or does not renew
the coverage.
d. A copy of the claim reporting requirements must be submitted
to City prior to the commencement of the Services under this Agreement.
4.4 All Policies Requirements.
4.4.1 Acceptability of insurers. All insurance required by this Section is to
be placed with insurers with a Bests' rating of no less than A:VII and admitted in California.
4.4.2 Verification of coverage. Prior to beginning the Services under this
Agreement, Consultant shall furnish City with Certificates of Insurance, additional insured
endorsement or policy language granting additional insured status complete certified
copies of all policies, including complete certified copies of all endorsements. All copies
of policies and certified endorsements shall show the signature of a person authorized by
that insurer to bind coverage on its behalf. The Certificate of Insurance must include the
following reference: Classification and Compensation Study. The name and address for
Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is:
City of Menifee, 29714 Haun Road, Menifee, CA 92586. City must be endorsed as an
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additional insured for liability arising out of ongoing and completed operations by or on
behalf of Consultant.
4.4.3 Notice of Reduction in or Cancellation of Coverage. Consultant shall
provide written notice to City within ten (10) working days if: (1) any of the required
insurance policies is terminated; (2) the limits of any of the required polices are reduced;
or (3) the deductible or self insured retention is increased.
4.4.4 Additional insured; primary insurance. City and its officers,
employees, agents, and authorized volunteers shall be covered as additional insureds
with respect to each of the following: liability arising out of the Services performed by or
on behalf of Consultant, including the insured's general supervision of Consultant;
products and completed operations of Consultant, as applicable; premises owned,
occupied, or used by Consultant; and automobiles owned, leased, or used by Consultant
in the course of providing the Services pursuant to this Agreement. The coverage shall
contain no special limitations on the scope of protection afforded to City or its officers,
employees, agents, or authorized volunteers. The insurance provided to City as an
additional insured must apply on a primary and non-contributory basis with respect to any
insurance or self-insurance program maintained by City. Additional insured status shall
continue for one (1) year after the expiration or termination of this Agreement or
completion of the Services.
A certified endorsement must be attached to all policies stating that
coverage is primary insurance with respect to City and its officers, officials, employees,
and volunteers, and that no insurance or self-insurance maintained by City shall be called
upon to contribute to a loss under the coverage.
4.4.5 Deductibles and Self-insured Retentions. Consultant shall obtain the
written approval of City for the self-insured retentions and deductibles before beginning
any of the Services.
During the term of this Agreement, only upon the prior express written
authorization of the Contract Administrator, Consultant may increase such deductibles or
self-insured retentions with respect to City, its officers, employees, agents, and
volunteers. The Contract Administrator may condition approval of an increase in
deductible or self-insured retention levels with a requirement that Consultant procure a
bond guaranteeing payment of losses and related investigations, claim administration,
and defense expenses that is satisfactory in all respects to each of them.
4.4.6 Subcontractors. Consultant shall include all subcontractors as
insureds under its policies or shall furnish separate certificates and certified
endorsements for each subcontractor. All coverages for subcontractors shall be subject
to all of the requirements stated herein.
4.4.7 Variation. The Contract Administrator may, but is not required to,
approve in writing a variation in the foregoing insurance requirements, upon a
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determination that the coverage, scope, limits, and forms of such insurance are either not
commercially available, or that City's interests are otherwise fully protected.
4.5 Remedies. In addition to any other remedies at law or equity City may have
if Consultant fails to provide or maintain any insurance policies or policy endorsements to
the extent and within the time herein required, City may, at its sole option, exercise any
of the following remedies, which are alternatives to other remedies City may have and
are not the exclusive remedy for Consultant's breach:
a. Obtain such insurance and deduct and retain the amount of the
premiums for such insurance from any sums due under this Agreement;
b. Order Consultant to stop work under this Agreement or withhold any
payment that becomes due to Consultant hereunder, or both stop work and
withhold any payment, until Consultant demonstrates compliance with the
requirements hereof; and/or
C. Terminate this Agreement.
SECTION 5. INDEMNIFICATION.
5.1 Indemnification for Professional Liability. Where the law establishes a
professional standard of care for performance of the Services, to the fullest extent
permitted by law, Consultant shall indemnify, protect, defend (with counsel selected by
City), and hold harmless City and any and all of its officers, employees, officials,
volunteers, and agents from and against any and all claims, losses, costs, damages,
expenses, liabilities, liens, actions, causes of action (whether in tort, contract, under
statute, at law, in equity, or otherwise) charges, awards, assessments, fines, or penalties
of any kind (including reasonable consultant and expert fees and expenses of
investigation, costs of whatever kind and nature and, if Consultant fails to provide a
defense for City, the legal costs of counsel retained by City) and any judgment
(collectively, "Claims") to the extent same are caused in whole or in part by any negligent
or wrongful act, error, or omission of Consultant, its officers, agents, employees, or
subcontractors (or any entity or individual that Consultant shall bear the legal liability
thereof) in the performance of professional services under this Agreement.
5.2 Indemnification for Other than Professional Liability. Other than in the
performance of professional services and to the full extent permitted by law, Consultant
shall indemnify, protect, defend (with counsel selected by City), and hold harmless City,
and any and all of its officers, employees, officials, volunteers, and agents from and
against any and all Claims, where the same arise out of, are a consequence of, or are in
any way attributable to, in whole or in part, the performance of this Agreement by
Consultant or by any individual or entity for which Consultant is legally liable, including
but not limited to officers, agents, employees or subcontractors of Consultant.
5.3 Limitation of Indemnification. The provisions of this Section 5 do not apply
to claims occurring as a result of City's sole or active negligence. The provisions of this
Section 5 shall not release City from liability arising from gross negligence or willful acts
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or omissions of City or any and all of its officers, officials, employees, and agents acting
in an official capacity.
SECTION 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. At all times during the term of this Agreement,
Consultant shall be an independent contractor and shall not be an employee of City. City
shall have the right to control Consultant only insofar as the results of the Services
rendered pursuant to this Agreement and assignment of personnel pursuant to
Subparagraph 1.3; however, otherwise City shall not have the right to control the means
by which Consultant accomplishes the Services rendered pursuant to this Agreement.
The personnel performing the Services under this Agreement on behalf of Consultant
shall at all times be under Consultant's exclusive direction and control. Consultant shall
not at any time or in any manner represent that it or any of its officers, employees, or
agents is in any manner officers, officials, employees, or agents of City. Consultant shall
not incur or have the power to incur any debt, obligation, or liability whatever against City,
or bind City in any manner. Except for the fees paid to Consultant as provided in this
Agreement, City shall not pay salaries, wages, or other compensation to Consultant for
performing the Services hereunder for City. City shall not be liable for compensation or
indemnification to Consultant for injury or sickness arising out of performing the Services
hereunder. Notwithstanding any other City, state, or federal policy, rule, regulation, law,
or ordinance to the contrary, Consultant and any of its employees, agents, and
subcontractors providing services under this Agreement shall not qualify for or become
entitled to any compensation, benefit, or any incident of employment by City, including
but not limited to eligibility to enroll in the California Public Employees Retirement System
("PERS") as an employee of City and entitlement to any contribution to be paid by City
for employer contributions and/or employee contributions for PERS benefits.
SECTION 7. LEGAL REQUIREMENTS.
7.1 Governing Law. The laws of the State of California shall govern this
Agreement.
7.2 Compliance with Applicable Laws. Consultant and any subcontractor shall
comply with all applicable local, state, and federal laws and regulations applicable to the
performance of the work hereunder. Consultant shall not hire or employ any person to
perform work within City or allow any person to perform the Services required under this
Agreement unless such person is properly documented and legally entitled to be
employed within the United States. Any and all work subject to prevailing wages, as
determined by the Director of Industrial Relations of the State of California, will be the
minimum paid to all laborers, including Consultant's employee and subcontractors. It is
understood that it is the responsibility of Consultant to determine the correct scale. The
State Prevailing Wage Rates may be obtained from the California Department of
Industrial Relations ("DIR") pursuant to California Public Utilities Code, Sections 465, 466,
and 467 by calling 415-703-4774. Appropriate records demonstrating compliance with
such requirement shall be maintained in a safe and secure location at all times, and
readily available at City's request. Consultant shall indemnify, defend, and hold City and
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its elected and appointed boards, members, officials, officers, agents, representatives,
employees, and volunteers harmless from and against any liability, loss, damage, cost or
expenses (including but not limited to reasonable attorneys' fees, expert witness fees,
court costs, and costs incurred related to any inquiries or proceedings) arising from or
related to (i) the noncompliance by Consultant or any party performing the Services of
any applicable local, state, and/or federal law, including, without limitation, any applicable
federal and/or state labor laws (including, without limitation, the requirement to pay state
prevailing wages and hire apprentices); (ii) the implementation of Section 1781 of the
Labor Code, as the same may be amended from time to time, or any other similar law;
and/or (iii) failure by Consultant or any party performing the Services to provide any
required disclosure or identification as required by Labor Code Section 1781, as the same
may be amended from time to time, or any other similar law. It is agreed by the Parties
that, in connection with performance of the Services, including, without limitation, any and
all public works (as defined by applicable law), Consultant shall bear all risks of payment
or non-payment of prevailing wages under California law and/or the implementation of
Labor Code Section 1781, as the same may be amended from time to time, and/or any
other similar law. Consultant acknowledges and agrees that it shall be independently
responsible for reviewing the applicable laws and regulations and effectuating compliance
with such laws. Consultant shall require the same of all subcontractors.
7.3 Licenses and Permits. Consultant represents and warrants to City that
Consultant and its employees, agents, and any subcontractors have all licenses, permits,
qualifications, and approvals of whatsoever nature that are legally required to practice
their respective professions. Consultant represents and warrants to City that Consultant
and its employees, agents, and subcontractors shall, at their sole cost and expense, keep
in effect at all times during the term of this Agreement any licenses, permits, and
approvals that are legally required to practice their respective professions. In addition to
the foregoing, Consultant and any subcontractors shall obtain and maintain during the
term of this Agreement valid Business Licenses from City.
SECTION 8. TERMINATION AND MODIFICATION.
8.1 Termination. City may cancel this Agreement at anytime and without cause
upon written ninety (90) days' notification to Consultant.
8.2 Termination by Consultant. Consultant may cancel this Agreement upon
ninety (90) days' written notice to City.
8.3 Consequences of Termination. In the event of termination, Consultant shall
be entitled to compensation for the Services performed up to the date of termination; City,
however, may condition payment of such compensation upon Consultant delivering to
City any or all documents, photographs, computer software, backup stored computer
data, video and audio tapes, and other materials provided to Consultant or prepared by
or for Consultant or City in connection with this Agreement.
8.4 Extension. City may, in its sole and exclusive discretion, extend the end
date of this Agreement beyond that provided for in Subsection 1.1. Any such extension
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shall require a written amendment to this Agreement, as provided for herein. Consultant
understands and agrees that, if City grants such an extension, City shall have no
obligation to provide Consultant with compensation beyond the maximum amount
provided for in this Agreement. Similarly, unless authorized by the Contract
Administrator, City shall have no obligation to reimburse Consultant for any otherwise
reimbursable expenses incurred during the extension period.
8.5 Amendments. The Parties may amend this Agreement only by a writing
signed by all the Parties.
8.6 Assignment and Subcontracting. City and Consultant recognize and agree
that this Agreement contemplates personal performance by Consultant and is based upon
a determination of Consultant's unique personal competence, experience, and
specialized personal knowledge. Moreover, a substantial inducement to City for entering
into this Agreement was and is the professional reputation and competence of Consultant.
Consultant may not assign this Agreement or any interest therein without the prior written
approval of the Contract Administrator. Consultant shall not subcontract any portion of
the performance contemplated and provided for herein, other than to the subcontractors
noted in Consultant's proposal, without prior written approval of the Contract
Administrator. In the event that key personnel leave Consultant's employ, Consultant
shall notify City immediately.
8.7 Survival. All obligations arising prior to the expiration or termination of this
Agreement and all provisions of this Agreement allocating liability between City and
Consultant shall survive the expiration or termination of this Agreement.
8.8 Options upon Breach by Consultant. If Consultant materially breaches any
of the terms of this Agreement, City's remedies shall include, but not be limited to, any or
all of the following:
a. Immediately terminate this Agreement;
b. Retain the plans, specifications, drawings, reports, design
documents, and any other work product prepared by Consultant pursuant to this
Agreement;
C. Retain a different consultant to complete the Services described in
Exhibit A; and/or
d. Charge Consultant the difference between the cost to complete the
Services described in Exhibit A that is unfinished at the time of breach and the
amount that City would have paid Consultant pursuant to Section 2 if Consultant
had completed the Services.
SECTION 9. KEEPING AND STATUS OF RECORDS.
9.1 Records Created as Part of Consultant's Performance. All reports, data,
maps, models, charts, studies, surveys, photographs, memoranda, plans, studies,
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specifications, records, files, or any other documents or materials, in electronic or any
other form that Consultant prepares or obtains pursuant to this Agreement and that relate
to the matters covered hereunder shall be the property of City. Consultant hereby agrees
to deliver those documents to City upon the expiration or termination of this Agreement.
It is understood and agreed that the documents and other materials, including but not
limited to those described above, prepared pursuant to this Agreement are prepared
specifically for City and are not necessarily suitable for any future or other use. Any use
of such documents for other projects by City shall be without liability to Consultant. City
and Consultant agree that, until final approval by City, all data, plans, specifications,
reports, and other documents are confidential and will not be released to third parties
without prior written consent of both Parties unless required by law.
9.2 Licensing of Intellectual Property. This Agreement creates a non-exclusive
and perpetual license for City to copy, use, modify, reuse, or sublicense any and all
copyrights, designs, rights of reproduction, and other intellectual property embodied in
plans, specifications, studies, drawings, estimates, test data, survey results, models,
renderings, and other documents or works of authorship fixed in any tangible medium of
expression, including but not limited to, physical drawings, digital renderings, or data
stored digitally, magnetically, or in any other medium, which are prepared or caused to
be prepared by Consultant under this Agreement ("Documents and Data"). Consultant
shall require all subcontractors to agree in writing that City is granted a non-exclusive and
perpetual license for any Documents and Data the subcontractor prepares under this
Agreement. Consultant represents and warrants that Consultant has the legal right to
license any and all Documents and Data. Consultant makes no such representation and
warranty in regard to Documents and Data which were prepared by design professionals
other than Consultant or provided to Consultant by the City. City shall not be limited in
any way in its use of the Documents and Data at any time, provided that any such use
not within the purposes intended by this Agreement shall be at City's sole risk.
9.3 Consultant's Books and Records. Consultant shall maintain any and all
ledgers, books of account, invoices, vouchers, canceled checks, and other records or
documents evidencing or relating to charges for the Services or expenditures and
disbursements charged to City under this Agreement for a minimum of three (3) years, or
for any longer period required by law, from the date of final payment to Consultant under
this Agreement. All such records shall be maintained in accordance with generally
accepted accounting principles and shall be clearly identified and readily accessible.
9.4 Inspection and Audit of Records. Any records or documents that
Section 9.3 of this Agreement requires Consultant to maintain shall be made available for
inspection, audit, and/or copying at any time during regular business hours, upon oral or
written request of City. Under California Government Code Section 8546.7, if the amount
of public funds expended under this Agreement exceeds TEN THOUSAND
DOLLARS ($10,000.00), this Agreement shall be subject to the examination and audit of
the State Auditor, at the request of City or as part of any audit of City, for a period of
three (3) years after final payment under this Agreement.
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9.5 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 Consultant shall be deemed Confidential Information and proprietary information
of Consultant without any marking or further designation. City may use such information
solely for its own internal business purposes. Consultant shall retain all rights to the
aforementioned, which shall be returned to Consultant upon termination of the applicable
Schedule.
C. Consultant 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
SECTION 10. MISCELLANEOUS PROVISIONS.
10.1 Attorneys' Fees. If either Party to this Agreement brings any action,
including an action for declaratory relief, to enforce or interpret the provision of this
Agreement, the prevailing Party shall be entitled to reasonable attorneys' fees and
expenses including costs, in addition to any other relief to which that Party may be
entitled; provided, however, that the attorneys'fees awarded pursuant to this Section shall
not exceed the hourly rate paid by City for legal services multiplied by the reasonable
number of hours spent by the prevailing Party in the conduct of the litigation. The court
may set such fees in the same action or in a separate action brought for that purpose.
10.2 Applicable Law; Venue. The internal laws of the State of California shall
govern the interpretation and enforcement of this Agreement. In the event that either
Party brings any action against the other under this Agreement, the Parties agree that
trial of such action shall be vested exclusively in Riverside County.
10.3 Severability. If any provision of this Agreement is held invalid, the
remainder of this Agreement shall not be affected thereby and all other parts of this
Agreement shall nevertheless be in full force and effect.
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10.4 Section Headings and Subheadings. The section headings and
subheadings contained in this Agreement are included for convenience only and shall not
limit or otherwise affect the terms of this Agreement.
10.5 No Implied Waiver of Breach. The waiver of any breach of a specific
provision of this Agreement does not constitute a waiver of any other breach of that term
or any other term of this Agreement.
10.6 Successors and Assiqns. The provisions of this Agreement shall inure to
the benefit of and shall apply to and bind the successors and assigns of the Parties.
10.7 Liquidated Damages for Hiring Other Party's Employees. Should During
the term of this 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.) City and Consultant 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, City and Consultant agree that for each such
employee or ex-employee retained in breach of this Section 4, the party in breach shall
pay to the non-breaching party the sum of FIFTY THOUSAND DOLLARS ($50,000) as
liquidated damages. City and Consultant 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.
10.8 Consultant Representative. All matters under this Agreement shall be
handled for Consultant by Aaron Schneider ("Consultant's Representative"). The
Consultant's Representative shall have full authority to represent and act on behalf of
Consultant for all purposes under this Agreement. The Consultant's Representative shall
supervise and direct the Services, using his best skill and attention, and shall be
responsible for all means, methods, techniques, sequences, and procedures and for the
satisfactory coordination of all portions of the Services under this Agreement.
10.9 City Contract Administration. This Agreement shall be administered by a
City employee, Bruce Foltz ("Contract Administrator"). All correspondence shall be
directed to or through the Contract Administrator or his designee. The Contract
Administrator shall have the power to act on behalf of City for all purposes under this
Agreement. Unless otherwise provided in this Agreement, Consultant shall not accept
direction or orders from any person other than the Contract Administrator or his designee.
10.10 Notices. Any written notice to Consultant shall be sent to:
Helixstorm, Inc.
27238 Via Industria,
Temecula, CA 92590
Any written notice to City shall be sent to the Contract Administrator at:
City of Menifee
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29714 Haun Road
Menifee, CA 92586
Attn: Bruce Foltz
with a copy to:
City Clerk
City of Menifee
29714 Haun Road
Menifee, CA 92586
10.11 Professional Seal. Where applicable in the determination of the Contract
Administrator, the first page of a technical report, first page of design specifications, and
each page of construction drawings shall be stamped/sealed and signed by the licensed
professional responsible for the report/design preparation. The stamp/seal shall be in a
block entitled "Seal and Signature of Registered Professional with report/design
responsibility," as in the following example.
Seal and Signature of Registered Professional with
report/design responsibility.
10.12 Rights and Remedies. Except with respect to rights and remedies expressly
declared to be exclusive in this Agreement, the rights and remedies of the Parties are
cumulative and the exercise by either Party of one or more of such rights or remedies
shall not preclude the exercise by it, at the same or different times, of any other rights or
remedies for the same default or any other default by the other Party.
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. Consultant 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 any
schedule exceed in the aggregate (and not per occurrence) the total payments made by
City to Consultant in the twelve (12) months immediately preceding the occurrence of the
event giving rise to such liability.
C. The limitations set forth in this Section 10.12 shall not apply to
personal injury or damage to tangible property caused by the willful misconduct or gross
negligence of either Party.
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d. The limitations set for in this Section 10.12 shall not apply to
Consultant's obligation to indemnify City pursuant to Section 5 of this Agreement.
10.13 Integration. This Agreement, including the scope of services attached
hereto and incorporated herein as Exhibit A, represents the entire and integrated
agreement between City and Consultant and supersedes all prior negotiations,
representations, or agreements, either written or oral. The terms of this Agreement shall
be construed in accordance with the meaning of the language used and shall not be
construed for or against either Party by reason of the authorship of this Agreement or any
other rule of construction which might otherwise apply.
10.14 Counterparts. This Agreement may be executed in multiple counterparts,
each of which shall be an original and all of which together shall constitute one agreement.
10.15 Execution of Contract. The persons executing this Agreement on behalf of
each of the Parties hereto represent and warrant that (i) such Party is duly organized and
existing, (ii) they are duly authorized to execute and deliver this Agreement on behalf of
said Party, (iii) by so executing this Agreement, such Party is formally bound to the
provisions of this Agreement, and (iv) that entering into this Agreement does not violate
any provision of any other Agreement to which said Party is bound.
10.16 Nondiscrimination. Consultant covenants that, by and for itself, its heirs,
executors, assigns, and all persons claiming under or through them, that in the
performance of this Agreement there shall be no discrimination against or segregation of,
any person or group of persons on account of any impermissible classification including,
but not limited to, race, color, creed, religion, sex, marital status, sexual orientation,
national origin, or ancestry.
10.17 No Third Party Beneficiaries. With the exception of the specific provisions
set forth in this Agreement, there are no intended third-party beneficiaries under this
Agreement and no such other third parties shall have any rights or obligations hereunder.
10.18 Nonliability of City Officers and Employees. No officer, official, employee,
agent, representative, or volunteer of City shall be personally liable to Consultant, or any
successor in interest, in the event of any default or breach by City or for any amount which
may become due to Consultant or to its successor, or for breach of any obligation of the
terms of this Agreement.
10.19 No Undue Influence. Consultant declares and warrants that no undue
influence or pressure is used against or in concert with any officer or employee of City in
connection with the award, terms or implementation of this Agreement, including any
method of coercion, confidential financial arrangement, or financial inducement. No
officer or employee of City shall receive compensation, directly or indirectly, from
Consultant, or from any officer, employee, or agent of Consultant, in connection with the
award of this Agreement or any work to be conducted as a result of this Agreement.
10.20 No Benefit to Arise to City Employees. No member, officer, or employee of
City, or their designees or agents, and no public official who exercises authority over or
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has responsibilities with respect to this Agreement during his/her tenure or for one (1)
year thereafter, shall have any interest, direct or indirect, in any agreement or sub-
agreement, or the proceeds thereof, for the Services to be performed under this
Agreement.
[Signatures on Following Page]
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
CITY OF MENIFEE CONSULTANT
4k ilzr"� I
Neil R. W-nter, Mayor
[
Ate
S ah Manwar ng, City erk
[Note: 2 officer's signatures required if
Consultant is a corporation]
Approved as to Form:
r . Melchi , City Attorney
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IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
CITY OF MENIFEE CONS LT
e ,
Neil R. Winter, Mayor ,� Sc,r4 N i"IV 0joR
Attest:
Sarah Manwaring, City Clerk
[Note: 2 officer's signatures required if
Consultant is a corporation]
Approved as to Form:
Jeffrey T. Melching, City Attorney
273 1/03 1 8 58-0007 p
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EXHIBIT A
SCOPE OF SERVICES
SECTION 1. The City of Menifee agrees to engage Helixstorm to provide the Proactive IT
Services detailed below.
SUPPORTED TECHNOLOGY:
1. Windows/Apple desktop administration, maintenance &support
2. Handheld/Tablet&Smartphone support
3. Printer support
4. Microsoft SQL maintenance &support
5. Microsoft Exchange email administration, maintenance &support
6. VMware administration, maintenance &support
7. Windows server administration, maintenance&support
8. Citrix server administration, maintenance&support
9. Microsoft Office
10. Backup/power backup, administration, maintenance &support
11. Anti-virus/SPAM filtering, administration, maintenance &support
12. Firewall/VPN administration, maintenance &support
13. Switching/routing, administration, maintenance&support
14. Office 365 administration, maintenance &support
15. Google Apps administration, maintenance &support
Helixstorm will provide first level support for business specific software applications and phone
systems.
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Helixstorm will assign one of the firm's owners to act as your executive sponsor as well as a senior
member of our staff to act as your Technical Account Coordinator(TAC). Your TAC will be your
primary point of contact and will have the following responsibilities (where applicable).
Lead the neve client on-boarding process:
Helixstorm will perform a comprehensive audit of the current computing environment to establish
a baseline understanding of the client's computer network. This audit will include:
1. Network Topology
2. Security
3. Servers and their roles
4. Email messaging and Microsoft Office
5. Desktops& laptops
6. Applications and specific vertical platforms
7. Backup and disaster recovery planning
8. Power conditioning and support
9. Printing
10. Identification and discussion with client on recent and current network issues
Once the audit is completed, Helixstorm will present a document outlining the audit's findings.
This IT strategy document will outline recommendations for addressing any gaps that may exist
between the current state of the network and Helixstorm's IT best practices. It is very important
that anyone involved in making decisions about your organization's IT investments attend this
meeting as there will be a lot of useful information covered. (There are also always many
questions.)
IT R_<i Pi' ic"
A great network must be fast, durable, secure and easy to use. Over the years, Helixstorm has
defined detailed best practices that assure you have a great network. Implementing those best
practices takes time and often requires additional investment. To aid this process, your TAC is
responsible for persistently nudging you over time to move your computing environment in line
with these best practice standards to assure you have a great network.
Helixstorm's commitment to implementing best practice standards is a core element of the
company culture and one of the key reasons clients choose to work with Helixstorm for years.
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The following list outlines some of the ongoing tasks and responsibilities your TAC will be
involved with once the initial strategy plan is in place. It's common to have quarterly conference
calls to discuss IT strategy, but your TAC may need to meet with you more often if there are a lot
of things going on.
1. Analyze reactive support request tickets, diagnose systemic network issues and recommend
strategic solutions
2. Conduct onsite and remote audits of your network to ensure that the existing environment
adheres to industry standards
3. Drive strategic planning and development of infrastructure improvements and work with the
Helixstorm professional services team to ensure that strategic IT projects are executed properly
4. Work to create and understand an annual IT spending budget that incorporates projects,
renewals, recurring costs, etc.
5. Facilitate internal project handoffs to verify that the work performed is complete and meets
expectations
6. Act as an escalation point for technical and client service issues as necessary
7. Work with the Response Center to direct troubleshooting efforts on escalated issues as needed.
8. Follow up on survey feedback as needed
Planning, Strategy and Program Management is included as part of the fixed monthly fee.
Additional fees for travel ($50 / onsite visit) will apply if an onsite meeting is requested by the
client. Helixstorm waives the travel fee when we request the onsite visit to discuss strategy.
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Helixstorm's Network Operations Center (NOC) proactively maintains and tunes the network.
This team's sole focus is preventing problems before they happen, so that your team spends less
time dealing with computer problems and more time focused on what's important to your business.
Key NOC service elements include:
1. Testing and development of newly released or updated infrastructure applications and services
2. Overall design and infrastructure auditing, providing long term technical and strategic
recommendations to maintain best reliability and performance at lowest cost
3. Hardware and software asset inventory reporting for personal computer systems and servers
4. Audit and mitigate intrusion and malicious attacks on the network
5. Security analysis and remediation on servers
6. Configuration optimization for high-load infrastructure, including VMware, SQL, Exchange, and
Remote Desktop
7. Audit, update, and backup router and firewall configurations and access policies according to
Helixstorm best practices
Proactive N,laintenancc
1. Auditing and remediation to ensure application of Helixstorm's best practice configuration
standards
2. Root cause analysis and global incident review to identify mass-remediation and optimization
opportunities
3. Ongoing development of automation to auto heal known issues& pre-failure trends
4. Management of security vulnerabilities via service packs, patches, and hot-fixes for personal
computers and servers
5. Ensure proper firmware updates and patches are applied to servers, network hardware,and solid
state devices
6. System cleaning, removal of temporary files, and drive defragmentation for servers and personal
computers
7. Logging of fixes and maintenance performed
Critical Hard«'arc. Seri ice. and System \%ionitorin . includin
1. Monitoring for pre-failure events to proactively prevent hardware issues
2. Forecast monitoring that measures resources, capacity, and performance trends over time to
prevent impact on end-users
3. Firewall, router, and switch hardware and performance monitoring
4. Self-healing automation to restart services, mitigate known issues, or run corrective processes in
the event of failure
5. Custom monitoring for line of business and other unique applications
6. Backup success,failure, and data integrity monitoring to ensure reliable disaster recovery
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1. Your firm's primary method for backup and restore of critical data
2. Block-level imaging of critical servers and workstations
3. Recovery to dissimilar hardware
4. Shortened recovery windows
5. Scheduled backups of all server data
6. AES 256 bit encryption of all backup data, before it leaves your servers, over the wire, and while
data is at rest
7. Delta, Deduplication and compression algorithms that creating smaller backup footprints,
reducing bandwidth, and lowering costs
8. Retention policies duration is customizable to meet your business, legal, and auditing
requirements
9. Automated data validation and self-healing
10. Bare metal backup and restore for faster recovery
11. Brick-level, application aware backup and granular restore capabilities for technologies including
Exchange, and SharePoint
12. Native app aware SQL and Oracle backups
13. Snapshot-style virtual machine images for VMware
14. Monitoring of backup success/failure to ensure backups are available when you need them.
15. The default backup includes all files and shares with the following GLOBAL exclusions:
1. Backups and Server Images (bfk,vhd, gho,tib, etc)
2. Installations/Archives (msi,tar, 7z, etc)
3. Multimedia (flash,Java,Shockwave)
16. Helixstorm will use our best effort to support the existing backup solution for up to 6 months,
while your TAC works with you to implement a backup solution that is in line with Helixstorm's
best practices. If the client chooses to use an alternative backup product beyond 6 months, it
will only be supported on a Time & Material basis and will not be included under the scope of
this agreement. Under no circumstance can Helixstorm assure or guarantee the functionality of
a third party backup product.The goal of Helixstorm backup standards is to decrease the
frequency of failure and increase the odds of successful recovery when needed.
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Managed SPAM Filtering provides comprehensive protection against the most current email-borne
threats that can cripple your network and compromise security. With our twelve-layer defense
system, email filtering optimizes the performance of your email server while utilizing the
following protections:
1. Anti-spam -The algorithms and methods used by email filtering are the most comprehensive and
most advanced in the industry at detecting and filtering spam, resulting in the lowest rate of false
positives. Predictive sender profiling looks beyond the reputation of the sender and digs deeper
into the spam campaign itself to identify anomalous activity
2. Anti-virus-By utilizing triple layer virus blocking,decompression of archives and file type blocking,
the anti-virus engine in email filtering provides complete virus protection. When new spam and
virus outbreaks occur, filter protection will block these threats in real-time
3. Anti-spoofing - This technology prevents the use of forged or "spoofed" sender addresses on
unsolicited email
4. Anti-phishing - Email filtering provides robust protection against phishing schemes which are
often used to gather confidential information about an organization or its individual users
5. Anti-spyware - (Attachments) - All attachments are scanned and any spyware executables are
detected and eliminated immediately
6. Denial of Service Protection - Rate controls are utilized to stop denial of service attacks as well as
dictionary based spam attacks. These rate control systems are integrated and automatic in email
filtering.
Managed Anti-Virus and Endpoint Security provides an essential security protection component
by incorporating reactive anti-virus and spyware detection with the latest proactive technologies.
Endpoint Security takes the place of your existing anti-virus software and includes effective
protection against malicious programs ensuring not only anti-virus protection but protection from
unknown threats. Endpoint security includes:
1. Security protection for desktops, notebooks, and file servers
2. Central administration of all features, including updates, and scheduling
3. Quality proven by all major anti-virus certifications(VB100%, ICSA, West Coast Labs Checkmark)
4. Improved virus detection based on better heuristics and NTFS data streams scanning
5. Unique automatic threat-removal anti-spyware engine
6. Resident shield with on-access scanning
Infrastructure Management and Proactive Maintenance and all of its dependent services are
included as part of the fixed monthly fee. Managed Backup's set up and configuration is also
included, but data storage is excluded from the fixed fee. See the investment summary for a
breakdown of additional fees for data storage.
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SECTION 2.
For an additional charge, Helixstorm Managed Offsite Backup is an offsite cloud-based server
backup and recovery service that gives you the flexibility, scalability, economy, and offsite
protection of the cloud without any upfront capital expense. Unlike tape backup technologies that
frequently error out or produce exceptions resulting in data loss when recovery is needed. Our
completely automated, managed backup reduces the "human factor" risks of reviewing backup
logs, rerunning jobs, and changing, storing, and transporting backup tapes.
i?e backup iC,� i,lelllde�:
1. Scheduled backups of all server data
2. AES 256 bit encryption of all backup data, before it leaves your servers, over the wire, and while
data is at rest
3. Delta, Deduplication and compression algorithms that creating smaller backup footprints,
reducing bandwidth, and lowering costs
4. Retention policies duration is customizable to meet your business, legal, and auditing
requirements
5. Automated data validation and self-healing
6. Bare metal backup and restore for faster recovery
7. Brick-level, application aware backup and granular restore capabilities for technologies including
Exchange, and SharePoint
8. Native app aware SQL and Oracle backups
9. Snapshot-style virtual machine images for VMware
10. Monitoring of backup success/failure to ensure backups are available when you need them.
11. Data stored in an SSAE-16 hardened datacenter with:
1. Redundant firewall, router, and switching fabric
2. Redundant internet connectivity via separate carriers and last-mile infrastructure
3. Redundant cooling, battery backup, and generators
4. 240 physical security, with biometric authentication
5. Fire suppression, earthquake, and flood countermeasures.
12. The default backup includes all files and shares with the following GLOBAL exclusions:
1. Backups and Server Images (bfk,vhd,gho,tib, etc)
2. Installations/Archives (msi,tar, 7z, etc)
3. Multimedia (flash,Java,Shockwave)
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Retention policy durations are created to meet your business, legal, and auditing requirements
13. Customized Retention Options
❑ 1 month
❑ 1 year
❑ 3 years
❑ 7 years
Exceptions can be configured to limit the backup size. Exceptions are based on backup policies
and will limit specific file formats:
14. Customized Exception Options
❑ Audio (mp3, wav, m4a, mp4, etc)
❑ Video (mpg, avi, mov, mwv, etc)
❑ Images (jpg, gif, tif, bmp, etc)
❑ Mail Data (pst, eml, mbx, msg, etc)
❑ Custom Archive Folder (Server or Share level folder)
If the optional Offsite Managed Offsite Backup is selected, below is the pricing schedule:
Total Backup Size (GB) Cost per GB per month
0-200 GB Stored $2.00
201-1000 GB Stored $1.00
1001+ GB Stored $0.50
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SECTION 3.
Helixstorm gives customer's access to the Helixstorm Response Center (RC), more
commonly referred to as a helpdesk. The RC is responsible for end-user support, but is
also the first point of contact for any reactive support requiring fast response times
including infrastructure related problems. Helixstorm will assign an Account Specialist to
act as the primary point of contact for reactive issues.
Some example reasons you might contact the RC are:
1. Helping end-users with their computer challenges
2. Internet connectivity interruption
3. LAN and WAN connectivity interruption
4. First level application support
5. How to questions
6. Error messages
7. Spam and other email problems
8. Pop-ups & spyware
9. Printing problems
10. Microsoft Office questions
11. Personal computer system/ laptop issues
12. Mobile device problems (will not synchronize, stopped working, etc.)
13. Remote connectivity issue (trouble with VPN, terminal service, etc.)
14. Server ofFline (crash, hung, service stopped)
15. As necessary to request urgent onsite reactive support
Unlimited End-user and Reactive Support is included as part of the fixed monthly fee.
Helixstorm provides reactive support between 8 am & 5 pm PST Monday through Friday.
Additional fees for travel ($50 / onsite visit) will apply for onsite reactive support.
The hours between 5:00 p.m. and 8:00 a.m. PST, Monday through Friday. Weekends,
and published holidays are considered emergency hours. Standard reactive support is not
provided during emergency hours.
Instead, Helixstorm includes emergency reactive support for your primary point of contact
and / or designated emergency contact(s) as part of the scope of this agreement.
Emergency support is provided via a pager service and is intended to be limited to
network outages and other system down emergencies. Non-emergency reactive support
provided before 8 am or after 5 pm on Monday-Friday or any time on Saturday, Sunday
and Holidays is billed at a 1.5X premium.
Standard Holidays
• New Year's Day
• President's Day
• Memorial Day
• Independence Day
• Labor Day
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• Veteran's Day
• Thanksgiving Day
• Friday after Thanksgiving
• Christmas Day
SECTION 4.
Helixstorm offers customers access to the Professional Services team to address Moves,Adds, and
Changes (MACS) to the network. Generally, MACS are not included as part of the fixed monthly
fee.
Examples of a MAC include: (Not an all-inclusive list)
i,� ]Minor .1%,fores Adds and Changes:
Minor MACS do not require pre-approval
• New user set up
• One-off new device deployments and migrations
• Onsite device support
• Adding new software or modifying existing software on existing devices
Antial i /I i'0r IT Projecls:
Major IT Projects are scoped out by your TAC as part of Helixstorm's Planning and Strategy
process and require pre-approval.
• Designing and building new networks
• Large scale desktop/laptop deployment and migration
• Migrating old networks to newer hardware and software platforms
• Adding capabilities to established networks
• Implementing Citrix,VPN,or remote desktop for secure remote access
• Deployment and configuration of servers,firewalls, routers and switches
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3usiness Intelligence & SharePoint Consulting:
BI/SharePoint Projects are scoped out by your TAC as part of Helixstorm's Planning and Strategy
process and require pre-approval.
• SQL data base administration and report development
• SharePoint design, workflow and architecture consulting
• SharePoint development and configuration
Professional Services are not included as part of the fixed monthly fee. Helixstorm's standard
business hours for professional services are between 8:00 a.m. and 5:00 p.m.PST,Monday through
Friday excluding recognized holidays.
The hours between 5:00 p.m. and 8:00 a.m. PST, Monday through Friday, weekends, and
published holidays are considered after hours.
Professional services performed before Sam and after 5pm on Monday-Friday or any time on
Saturday, Sunday, and Holidays bill at a 1.5X premium. Additional fees will not apply when
HELIXSTORM requests the option to perform services during afterhours for convenience
purposes.
Standard Holidays
• New Year's Day
• President's Day
• Memorial Day
• Independence Day
• Labor Day
• Veteran's Day
• Thanksgiving Day
• Friday after Thanksgiving
• Christmas Day
Additional fees for travel ($50/onsite visit) will apply for onsite professional services.
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SECTION 5.
Service level objectives represent Helixstorm's goals for response and resolution times.
Customer averages form a baseline measure and establish expectations with Helixstorm's
customers and staff. Response time measures the duration between the moment an issue comes
to Helixstorm's attention and the moment an engineer begins working on that issue. Resolution
time measures the duration between the moment Helixstorm assigns an engineer to that issue and
the satisfactory completion or closure of that issue.
The service level objectives are not a contract term (service level agreement) because this
contract allows the CLIENT to cancel with a 30-day notice regardless of the stated objective.
Helixstorm strives to meet and exceed SLOB, but depending on the specifics of a situation, it may
not be possible. Both parties must work, in good faith, to make the relationship work.
Resi�rnz�e [ime C)hiecti�-es:
1. To respond to all inbound telephone calls holding in the Helixstorm Response Center queue
within one hour, during our hours of operation
2. To respond to all email or voicemail within one hour, during our hours of operation
3. To respond to afterhours support calls within two hours
1. Resolve 85%of tickets within one hour from the moment that we begin working on the ticket
2. Across our entire customer base, 90%of tickets close in the same day. We have the "do it today
(not tomorrow)" philosophy. Simply,that means that any ticket that can be resolved today will
be resolved today. The majority of the tickets left open are due to end-user responsiveness or
third party delays, such as hardware availability.
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SECTION 6.
The included table outlines the services included in the scope of this fixed fee agreement as well
as the services subject to hourly billing.
Service Included Billable
Planning, Strategy and Program Management "Planning"
Assigned Executive Sponsor X
Assigned Technical Account Manager X
Initial network audit, analysis &recommendations X
Regularly scheduled strategy meetings X
Infrastructure Management and Proactive Maintenance "Plumbing"
Infrastructure management X
Proactive maintenance X
Critical hardware, service, and system monitoring X
Automated anti-virus protection X
Automated SPAM filtering X
Cloud Service Management X
End-user and Reactive Support"People"
Assigned Account Specialist X
Remote end-user break fix support X
Onsite end-user break fix support X
Professional Services "Projects"
Minor Moves, Adds & Changes service allowance ($375/month) X
Scheduled onsite support X
Major IT projects /consulting/Professional Services X
Business Intelligence & SharePoint consulting X
SECTION 7.
This agreement includes a $375/month service allowance that can be used for End-user and
Reactive Support, or Minor Moves, Adds or Changes (MAC's). Services will be billed against
this allowance using standard rates and minimums. Hourly fees incurred in excess of the service
allowance will be added to the hourly service invoice each month. Unused service allowance will
carry over to subsequent months.
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SECTION 8.
Helixstorm calculates the fixed monthly fee at the beginning of each month based on the actual
number of users under management (as determined via the CLIENT's directory (ex. MS Active
Directory) services or Helixstorm's device agent check-in(if the CLIENT is not using centralized
directory services for network authentication)). Additions and deletions made during the month
post on the following month's billing. The first month of service will be pro-rated starting from
the day we perform our kick-off meeting.
Helixstorm Proactive IT Services Agreement:
Item Amount Quantity Total/Month
On-Boarding Fee (One Time) $10,000 1 $10,000
Users $135/user 60 $8,100
Planning, Strategy, and Program Management Included
Proactive Management and Monitoring Included
End-User Reactive Support Included
Professional Services N/A
Offsite backup Est. Subtotal per GB
Tier 1: 0-200 GB Stored $2 N/A N/A
Tier2: 201-1000 GB Stored $1 N/A N/A
Tier 3: 1001+GB Stored $.50 N/A N/A
Monthly Service Allowance $375 1 Included
Total: $85100
Special Terms and Conditions:
This agreement includes a Service Allowance of$500/month that can be used for reactive support
(access to our help desk) and/or projects. Any unused service allowance will rollover to the
following month.
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SECTION 9.
Services provided on an hourly basis can be added to Helixstorm's monthly invoice or deducted
from a pre-paid retainer. A pre-paid retainer or block of hours is a great way to level your monthly
IT expenses if you have a seasonal business, anticipated growth, etc. The included table outlines
each service category's effective billable rate based on the size of the retainer selected.
Rate Options:
Work Role Standard Rate
Minor Moves/Adds/Changes: $125
IT Projects and Consulting: $175
B.I. & SharePoint Consulting: $200
All onsite, emergency, and afterhours work is subject to a 2-hour minimum.
The details below outline each specific service category.
End-user Reactive SuI)port:
End-users can access Helixstorm's Response Center (RC) by phone or by email between 8 am &
5 pm PST. Applicable hourly fees for reactive support increment in 15 minute units according to
the rate schedule detailed above.
Helixstorm performs Minor MAC work between 8 am & 5 pm PST Monday through Friday.
Applicable hourly fees for minor MAC's increment inl5 minute units according to the rate
schedule detailed above.
Some CLIENTS require scheduled onsite visits. Helixstorm offers a reduced rate for the
predictability and ability to capacity plan for recurring onsite days. Helixstorm schedules onsite
days (8 hours) Monday through Friday between 8 am & 5 pm. Applicable per day fees for
recurring scheduled onsite days increment in 8 hour units according to the Consulting rate schedule
detailed above.
[ h Projects:
IT projects require a detailed scope of work and hourly estimate. Upon approval, Helixstorm
schedules Professional Services and consulting according to the project plan and project schedule.
Helixstorm performs project work between 8 am & 5 pm (Pacific) Monday through Friday.
Applicable hourly fees for IT projects increment in 15 minute units according to the rate schedule
detailed above.
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B.I. & SharePoint consulting requires a detailed scope of work and hourly estimate. Upon
approval, Helixstorm schedules services and consulting according to the project plan and project
schedule. Helixstorm performs B.I. & SharePoint consulting work between 8 am & 5 pm PST
Monday through Friday. Applicable hourly fees for B.I. & SharePoint consulting increment in 15
minute units according to the rate schedule detailed above.
�f[erhOurs I 1-1011JLI� 1 ,_.
Reactive support provided before Sam and after 5pm on Monday-Friday, professional services
performed before 8am and after 5pm on Monday-Friday as well as any services performed on
Saturday, Sunday, and Holidays bill at 1.5X premium.
Local travel within the Temecula Valley Area will be charged at a rate of$50 per onsite visit. All
other travel will be charged at 1/2 of HELIXSTORM's standard hourly rate plus when applicable:
car rental $50/day, per diem $80/day, hotel based on actual cost, airline based on actual cost.
5c1�ice Delivery 1\1etiiod;
Includes telephone support, remote access, scheduled onsite visit, and non-scheduled onsite visit.
A description for each as it applies to this AGREEMENT is as follows:
Telephone Support —A HELIXSTORM technical resource will contact CLIENT via telephone
in order to resolve issues that can be resolved in this manner.
Remote Access —A HELIXSTORM technical resource will connect to CLIENT's network via a
CLIENT provided full time internet connection in order to resolve issues that can be resolved in
this manner.
Scheduled Onsite Visit — A HELIXSTORM technical resource will be dispatched onsite based
on a mutually agreed to schedule. Non-critical issues or non-priority service requests requiring
onsite problem resolution will be addressed with this method.
Unscheduled Onsite Visit — A HELIXSTORM technical resource will be dispatched onsite as
required by critical issues or priority service requests requiring expedited standard business hours'
support or emergency hours' support.
1 \Clusl011>
The following services are specifically excluded from coverage under this AGREEMENT.
a. Major system changes or upgrades including but not limited to server replacement, operating
system upgrade/replacement, additions of remote locations, email upgrade/replacement,
installation of workstations, applications, and/or printers. Note: For outsourced IT contracts,
Helixstorm reserves the right to stop troubleshooting the problem in favor of rebuilding or
replacing the failing equipment. The rebuilding and/or replacement of this equipment will be
performed according to the rate schedule included in this document or at a rate or project fee to
be mutually agreed to at the time.
b. Hardware repairs and replacement
c. Application development, modifications, or design work
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d. Any problems caused by 3rd party or CLIENT resources performing unauthorized service or
changes to the network environment
e. This proposal does not include quotation for hardware,software,or related licensing. Helixstorm
will be available to offer quotes on products as needed
f. Third party support may be required for non-Microsoft software at customer's expense
g. All hardware and software must have a valid support contract from the manufacturer
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