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2017/10/18 Helixstorm, Inc. Amendment 1 IT Support, change to exclusions and compensation AMENDMENT NO. 1 TO AGREEMENT BETWEEN HELIXSTORM, INC. AND THE CITY OF MENIFEE This Amendment No. 1 ("First Amendment") is entered into on this fT-day of October, 2017 ("Effective Date") by and between the CITY OF MENIFEE, a California municipal corpora- tion, ("City") and HELIXSTORM, INC., a California Corporation, ("Consultant"). City and Con- sultant may sometimes herein be referred to individually as a "Party" and collectively as the "Parties." RECITALS A. City and Consultant previously entered into that certain Professional Services Agree- ment dated June 7, 2017 ("Agreement'). B. City and Consultant now desire to amend the Agreement to provide for the performance of additional work by the Consultant and the payment of additional compensation. COVENANTS Based upon the foregoing Recitals, which are incorporated herein by this reference, and for other good and valuable consideration, the receipt and sufficiency of which is hereby acknowl- edged, City and Consultant hereby agree as follows: 1. "Exhibit A" to the Agreement is amended to include the projects and items in "At- tachment 1, Additional Work," attached to this First Amendment. 2. The first paragraph of Section 1.6 of the Agreement is amended to state: "Exclusions. The following services are specifically excluded from coverage un- der this Agreement, unless stated otherwise in this Agreement or an Amend- ment, and if performed shall be charged to City using the rate schedule included in this document or a rate or project fee to be mutually agreed to at the time. City written approval will be required before performing any tasks not covered by this Agreement." 3. Section 2, "COMPENSATION" of the Agreement is amended to add the following as a second paragraph: "City hereby agrees to pay Consultant a sum not to exceed two hundred four thousand two hundred twenty-six dollars ($204,226.00)for the additional Scope of Services and block of hours as noted in Attachment 1, Additional Work, attached to the First Amendment." AMENDMENT NO. 1 TO AGREEMENT BETWEEN HELIXSTORM, INC. AND THE CITY OF MENIFEE 4. All other terms and conditions of the Agreement remain in full force and effect. CITY OF MENIFEE HELIXSTORM, INC. � r Neil . Winter, Mayor Aaron Schneider,President Attest: C0XQVu4e- —CTO S ah Manwari , , City Clerk Approved as to Form: Je e c ntCiityy ey H L I STORM ATTACHMENT 1 - ADDITIONAL WORK Virtualization Project OBJECTIVE Uplift VMware licensing to support clustered services.This will allow your systems to run on a singular host in the event one of the two fails. Right now,there is no failover. If one host fails, Business applications will be off line. Once licenses are obtained, we would then create a cluster and ensure services are working across both hosts. Also,you are currently using a Physical server for management (vCenter) and one of your domain controllers. Best practices dictate it should be a VM and in a cluster as it provides easier management and upgrade capabilities. We would either migrate, or build a net new machine for vCenter and fix all current integrations. Likewise,for the Domain controller. DELIVERABLES vCenter/ESXi • Rebuild vCenter as a new VM on the vSphere Infrastructure • Connect hosts to new vCenter • Validate functionality, apply licenses • Deploy VMware Patch Manager,configure Patch Manager. • Create new cluster and turn on HA and DRS. • Ensure all disks are shared to all hosts properly. • Fix Networking • Re-attach any services(Backup)that requires vCenter • Decommission old vCenter server • Upgrade all ESXi hosts to latest build and version Physical Machines to Virtual Machines • Install VMware Converter on physical domain controller • Optimize performance of product • Convert Domain Controller after hours to VMware • Decommission old physical machine • Add new VM to current backup target ASSUMPTIONS & PROJECT CHANGES • Any changes to the project require a change request be submitted which requires signed approval of both parties prior to making changes. FIXED FEE PROJECT Pricing is based upon a fixed fee and includes the deliverables and assumptions as described above. Element Price Implementation Services—fixed fee $5,600 Hardware $5,469 TOTAL $11,069 HEW STORM PROJECT COMPLETION Upon completion of the deliverables for this project, Helixstorm will provide City of Menifee with a Project Delivery Acceptance Form (DAF)for signature. City of Menifee will have 7 business days to return the signed DAF or a written response notifying Helixstorm of any outstanding or incomplete tasks or deliverables. If City of Menifee fails to sign the DAF or submit a written response after 7 business days,the project shall be deemed as accepted by City of Menifee. PROJECT ACCEPTANCE The undersigned represents an authorized agent of City of Menifee and indicates an acceptance of the above deliverables and assumptions. Signature below indicates contractual agreement and authorizes Helixstorm to perform the above project. Signature: Name: Title: Date: iSCSI Network Project — Implement HA services and reconfigure iSCSI for optimal performance OBJECTIVE The storage network is not redundant.There is only one switch for iSCSI which allows the Nimble(Storage)to give access to all the virtual machines(ESXi). If this switch were to go down for hardware failures,we would lose all critical business applications. The objective is to solve this issue by implementing 2 switches as 1 visible switch, and span each device across both switches. In this scenario,we would be able to survive a singular switch failure in a degraded state, rather than completely down. DELIVERABLES • Install and configure new switch stack o Rack,stack, power on new switches o Upgrade firmware on both o Configure IRF(Intelligent Resilient Framework)on new switches o Port configuration and make improvements for iSCSI network as needed o Create a new VLAN for iSCSI o Ensure Jumbo Frames(MTU 9000) is configured o Reconfigure ESXi host uplinks o Reconfigure Nimble host uplinks o Create Uplink Trunk between old stack and new o Carefully migrate 1 host at a time o After hours,shut off all VMs,and move Nimble storage to new stack o Power on all VMs and validate functionality o Remove old switch,cleanup. HELIf STORM ASSUMPTIONS & PROJECT CHANGES • Any changes to the project require a change request be submitted which requires signed approval of both parties prior to making changes. FIXED FEE PROJECT Pricing is based upon a fixed fee and includes the deliverables and assumptions as described above. Element Price Implementation Services—fixed fee $9,100 Hardware $6,489.38 TOTAL $15,589.38 PROJECT COMPLETION Upon completion of the deliverables for this project, Helixstorm will provide City of Menifee with a Project Delivery Acceptance Form (DAF)for signature. City of Menifee will have 7 business days to return the signed DAF or a written response notifying Helixstorm of any outstanding or incomplete tasks or deliverables. If City of Menifee fails to sign the DAF or submit a written response after 7 business days,the project shall be deemed as accepted by City of Menifee. PROJECT ACCEPTANCE The undersigned represents an authorized agent of City of Menifee and indicates an acceptance of the above deliverables and assumptions. Signature below indicates contractual agreement and authorizes Helixstorm to perform the above project. Signature: Name: Title: Date: Nimble Proiect — SAN Expansion for Virtual Machines OBJECTIVE During our audit,we found data on storage systems outside of the Nimble Storage array. The Nimble system is your primary source for all data.There are many faults that can occur with having multiple storage systems,that can impact performance and reliability. Our recommendation would be to purchase additional disks to facilitate migrating off the Lenovo, or other 2nd tier storage,to the Nimble. DELIVERABLES • Nimble o Obtain new disk shelf, rack, stack, power-on. HELIf STORM o Add new shelf to Nimble. o Upgrade Nimble Software. o Extend any existing LUNs that require additional space. o Provision 2 new LUNs, one for IT dept share and one for NVR. o Migrate VMS off of Lenovo (or other 2ndary devices)to Nimble. o Move newly moved P2V machines from temp storage to Nimble. o Ensure all VMs are on Nimble LUNs. o Validate Backup Integration. • Cleanup o Remove all legacy ISCSI targets from 2ndary storage devices o Decommission and repurpose Lenovo NAS o Decommission and repurpose QNAP NAS o Decommission and repurpose Seagate NAS o Clean up VMware iSCSI targets ASSUMPTIONS & PROJECT CHANGES • Any changes to the project require a change request be submitted which requires signed approval of both parties prior to making changes. FIXED FEE PROJECT Pricing is based upon a fixed fee and includes the deliverables and assumptions as described above. Element Price Implementation Services—fixed fee $7,000 Hardware $37,166.85 TOTAL $44,166.85 PROJECT COMPLETION Upon completion of the deliverables for this project, Helixstorm will provide City of Menifee with a Project Delivery Acceptance Form (DAF)for signature. City of Menifee will have 7 business days to return the signed DAF or a written response notifying Helixstorm of any outstanding or incomplete tasks or deliverables. If City of Menifee fails to sign the DAF or submit a written response after 7 business days,the project shall be deemed as accepted by City of Menifee. PROJECT ACCEPTANCE The undersigned represents an authorized agent of City of Menifee and indicates an acceptance of the above deliverables and assumptions. Signature below indicates contractual agreement and authorizes Helixstorm to perform the above project. Signature: Name: Title: Date: HLITFM VMware Infrastructure OBJECTIVE To replace the legacy Dell hypervisors running all critical business virtual machines. In addition,the new hosts will be optimally configured for High Availability with the latest version of vSphere. DELIVERABLES Deploy VMware vSphere and Migration • Prepare ESX host servers • Install HP OEM build of VMware ESXi server on physical servers that contain HP management software • Install VMware vCenter Management Software on server • Configure VMware vCenter • Install and configure vSphere licensing • Configure for HA. • Deploy vROM (if applicable) • Configure for SAN via iSCSI,fix iSCSI network if applicable. • Migrate all VMs from old infrastructure to new(Using Veeam or Storage vMotion) • Test and validate new performance • Upgrade virtual machine hardware on all VMs and Tools ASSUMPTIONS & PROJECT CHANGES • Any changes to the project require a change request be submitted which requires signed approval of both parties prior to making changes. FIXED FEE PROJECT Pricing is based upon a fixed fee and includes the deliverables and assumptions as described above. Element Price Implementation Services—fixed fee $ 10,500 Hardware $24,199.89 TOTAL $34,699.89 PROJECT COMPLETION Upon completion of the deliverables for this project, Helixstorm will provide City of Menifee with a Project Delivery Acceptance Form (DAF)for signature. City of Menifee will have 7 business days to return the signed DAF or a written response notifying Helixstorm of any outstanding or incomplete tasks or deliverables. If City of Menifee fails to sign the DAF or submit a written response after 7 business days,the project shall be deemed as accepted by City of Menifee. PROJECT ACCEPTANCE The undersigned represents an authorized agent of City of Menifee and indicates an acceptance of the above deliverables and assumptions. Signature below indicates contractual agreement and authorizes Helixstorm to perform the above project. Signature: Name: Title: HELIf STORM Date: OS Upgrade Project OBJECTIVE Currently you have 1x 2003 server, and 11x 2008 servers. Both operating systems have been end of life since 2015.The objective is to stay current in our life cycles.We would standup new VMs, and net new migrate the data to a new OS per machine. DELIVERABLES Upgrade servers from 2003 and 2008 to 2012R2 • Audit the following machines and inventory processes and usage: o MCH-SRV-09(2003)-HDL o MCH-DC-01 (2008R2)—Domain Controller o MCH-GIS-01 (2008112)-GIS o MCH-SRV-010(2008112)-Laserfiche o MCH-SRV-03(2008R2)—Domain Controller o MCH-SRV-04(2008R2)-EDEN Web Extensions o MCH-SRV-06(2008R2)-Tyler Cashering o MCH-SRV-07(2008R2)-Print Server o MCH-SRV-08(2008112)-SMTP Server/AutoDesk o MCH-TEMPTC-001(2008) -Tyler Cashing Test o MCH-WEB-01 (2008R2)- Unknown o MCH-WEB-02 (2008R2)—WebHR • Per machine,create net new 2012 R2 Virtual Machine. o Install OS,VMware Tools,configure NICS,storage, and add to domain as new name. o Modify specs to match source machine. (if required) o Migrate data,applications,etc. o Validate and test o Perform cutover on requested data, have business unit(if applicable)validate access to systems and data. o Decommission old machine and fix DNS alias to new AD name ASSUMPTIONS & PROJECT CHANGES • Any changes to the project require a change request be submitted which requires signed approval of both parties prior to making changes. FIXED FEE PROJECT Pricing is based upon a fixed fee and includes the deliverables and assumptions as described above. Element Price Implementation Services—fixed fee $ 11,200 TOTAL $11,200 HELIf STORM PROJECT COMPLETION Upon completion of the deliverables for this project, Helixstorm will provide City of Menifee with a Project Delivery Acceptance Form (DAF)for signature. City of Menifee will have 7 business days to return the signed DAF or a written response notifying Helixstorm of any outstanding or incomplete tasks or deliverables. If City of Menifee fails to sign the DAF or submit a written response after 7 business days,the project shall be deemed as accepted by City of Menifee. PROJECT ACCEPTANCE The undersigned represents an authorized agent of City of Menifee and indicates an acceptance of the above deliverables and assumptions. Signature below indicates contractual agreement and authorizes Helixstorm to perform the above project. Signature: Name: Title: Date: Additional Services In addition to the five projects noted above,the Parties agree to add a block of up to 500 hours to allow Helixstorm to complete needed IT maintenance/upgrade projects on an ongoing basis during the Term of the Agreement. Any such hours must be pre- approved in writing by the City Manager or his or her designee. Compensation shall be$175 per hour(with the total not to exceed $87,500),to be charged as the hours are used,for projects as needed to keep and maintain the IT systems and networks to best practices levels.