2017/09/06 Helixstorm, Inc. FY17/18 IT Dept Group Policy Objects Project (3)CITY OF MENIFEE
PROFESSIONAL SERVICES AGREEMENT
FY I7l18IT DEPT GROUP POLICY OBJECTS PRJOECT
THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and effective
this 6n day of SEPTEMBER 2017 ("Effective Date") by and between the CITY Ol'MENIFEE.
a California municipal corporation, ("City") and HELIXSTORM Inc., a Califomia Corporation,
("Consultant"). City and Consultant may sometimes herein be referred to individually as a "Party"
and collectively as the "Parties."
SECTION I, SERVICES.
Subject to the terms and conditions set forth in this Agreement, Consultant shall provide to
City the services described in the Scope ofServices, 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 ofa conflict in or inconsistency between the terms of this Agreement and
Exhibit A, this Agreement shall prevail.
I .l Term of Services. The term of this Agreement shall begi n on SEPTEMBER 6,
2017 and shall end on OCTOBER 31. 2017 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 re presents and warrants that Consultant is a
provider offirst 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 Adm inistrator.
1.3 Assignment of Personnel. Consultant shall assi gn only competent personnel to
perform the Services pursuant to Agrcement. In the event that City, in its sole discretion, at any
time during the term of this Agreement, desires the reassignment ofany such persons, Consultant
shall, immediately upon receiving notice from City ofsuch 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.
SECTION2. COMPENSATION.
City hereby agrees to pay Consultant a sum not to exceed FOUR THOUSAND TWO
HUNDRED DOLLARS AND ZERO CENTS ($4.2OO.OO)
indications that may be contained in Consultant's proposal, for the Services to be perlormed and
reimbursable costs incurred under 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.
Z.l 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.;
b. The beginning and ending dates ofthe 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;
Receipts for expenses to be reimbursed;
The Consultant Representative's signature.
Invoices shall be submitted to:
City of Menifee
Attn: Accounts Payable
29714 Haun Road
Menifee, CA 92586
2.2 Monthlv Payment. Ci ty 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 ofan invoice that complies with all ofthe requirements
above to pay Consultant.
f.
notwithstanding any contrary
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 ofthe Services and submittal
to City ofa final invoice, ifall ofthe Services required have been satisfactorily performed.
2.4 Total Pavment. 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.
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 Exoenses. Reimbursable expenses are included within the maximum
amount of this Agreement.
2.7 Payment of Taxes. Consultant is solel y responsible for the payment ofemployment
taxes incurred under this Agreement and any federal or state taxes.
2.8 Payment upon Termination. In the event that Cit y 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 ofthe 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. Th€ location, quantity, and time
of fumishing those facilities shall be in the sole discretion of City. In no event shall City be
required to fumish 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.
SECTION4. INSURANCE REQUIREMENTS.
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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
lnsurance, 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 ofsuch 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 thereofto City. Verification ofthe 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' Comoensation. 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 ofthe California
Labor Code. Statutory Workers' Compensation Insurance and Employer's Liability Insurance
shall be provided with limits of not less than ONE MILLION DOLLARS ($ 1,000,000.00) per
accident, ONE MILLION DOLLARS ($ I ,000,000.00) disease per employee, and ONE MILLION
DOLLARS ($1,000,000.00) disease per policy. In the altemative, Consultant may rely on a self-
insurance program to meet those requirements, but only ifthe program of self-insurance complies
fully with the provisions ofthe California Labor Code. Determination ofwhether a self-insurance
program meets the standards ofthe Califomia Labor Code shall be solely in the discretion ofthe
Contract Administrator. The insurer, if insurance is provided, or Consultant, ifa program ofself-
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 A obile Liabilitv lnsurance
a. 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 (S 1,000,000.00) per occurrence, combined
single limit coverage, for risks associated with the Services contemplated by this Agreement, TWO
MILLION DOLLARS (52,000,000.00) general aggregate, and TWO MILLION
DOLLARS ($2,000,000.00) products/completed operations aggregate. Il 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 ofhired, owned, and non-owned automobiles.
b. Minimum scope of coverage. Commercial general coverage shall beatleast
as broad as Insurance Services Office Commercial Ceneral Liability occurence 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.
c. 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 occurence or an accident basis, and
not on a claims-made basis.
b. Any failure ofConsultant to comply with reporting provisions ofthe
policy shall not affect coverage provided to City and its officers, employees, agents.
and volunteers.
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4.3 ProfessionalLiabilitvlnsurance.
a. General requirements. Consultant, at its own cost and expense, shall
maintain for the period covered by this Agreement professional liability insurance for 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.
b. Claims-made limitations. The following provisions shall apply if the
professional liability coverage is written on a claims-made form:
b. lnsurance 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 ofthe Services. Such continuation coverage may be provided by
one of the following: (l) renewal ofthe existing policy; (2) an extended reporting
period endorsement; or (3) replacement insurance with a retroactive date no later
than the commencement ofthe Services under this Agreement. City shall have the
right to exercise, at Consultant's sole cost and expense, any extended reporting
provisions ofthe policy, ifConsultant 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.
a. Acceptabilitv of insurers. All insurance re quired by this Section is to be
placed with insurers with a Bests' rating of no less than A:VII and admitted in Califomia.
b. Verification of covera Prior to beginning the Services under this
Agreement, Consultant shall furnish City with Certificates of lnsurance, additional insured
endorsement or policy language granting additional insured status complete certified copies ofall
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: [!
17i18 IT DEPT GROUP POLICY OBJECTS PRJOECT. The name and address for
Additional Insured endorsements, Certificates of Insurance and Notice of Cancellation is: City of
Menifee, 29714 Haun Road, Menifee, CA92586. City must be endorsed as an additional insured
for liability arising out ofongoing and completed operations by or on behalf of Consultant.
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a. The retroactive date of the policy must be shown and must be no
later than the commencement of the Services.
c.
c
Notice of Reduction in or Cancellation of Coveraqe. Consultant shall
provide written notice to City within ten (10) working days it (l) any ofthe required insurance
policies is terminated; (2) the limits ofany ofthe required polices are reduced; or (3) the deductible
or self-insured retention is increased.
d. Additional insured: primary insurance. Cit y 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 ofprotection 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 ofthis Agreement or completion ofthe Services.
A certified endorsement must be attached to all policies stating that coverage is
primary insurance with respect to City and its olTicers, 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.
Deductibles and Self-insured Retentions. Consultant shall obtain the
written approval of City for the self-insured retentions and deductibles before beginning any ofthe
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 oflosses
and related investigations, claim administration, and defense expenses that is satisfactory in all
respects to each of them.
f. Subcontractors. Consultant shall include all subcontractors as insureds
under its policies or shall fumish separate certificates and certified endorsements for each
subcontractor. All coverages for subcontractors shall be subject to all ofthe requirements stated
herein.
g. Variation. The Contract Administrator may, but is not required to, approve
in writing a variation in the foregoing insurance requirements, upon a determination that the
coverage, scope, limits. and forms ofsuch 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:
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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
Terminate this Agreement.c
SECTION 5. INDEMNIFICATION.
5.1 Indemnification for Professional Liabilitv. 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 ofany 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 ofprofessional
services under this Agreement.
5.2 Indemnification for Other than Professional Liabilitv. Other than in the
performance of professional services and to the full extent permitted by law, Consultant shall
indemnifu, protect, defend (with counsel selected by City), and hold harmless City, and any and
all of its officers, employees, oflicials, 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 In demnification for Desisn Professionals Notwithstanding any
provision of this Section 5 to the contrary, design professionals are required to defend and
indemnify City only to the extent permitted by Civil Code Section 2782.8. The term "design
professional" as defined in Section 2782.8, is limited to licensed architects, licensed landscape
architects, registered professional engineers, professional land surveyors, and the business entities
that offer such services in accordance with the applicable provisions of the California Business
and Professions Code.
5.4 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 or omissions of
City or any and all of its officers, officials, employees, and agents acting in an official capacity.
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SECTION 6. STATUS OF CONSULTANT.
6.1 Independent Contractor. Atall timesdurin g 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 I .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,
C ity 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 Califomia 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 Govemins Law. The laws of the State of California shall govern this Agreement.
7 .2 Compliance with Applicable Laws. Consultant and an y 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 oflndustrial Relations ofthe State
of California, will be the minimum paid to all laborers. including Consultant's employee and
subcontractors. lt is understood that it is the responsibility ofConsultant to determine the correct
scale. The State Prevailing Wage Rates may be obtained from the California Department of
Industrial Relations ("DIR") pursuant to Califomia 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 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 attomeys' 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 ofany 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 ofSection
I 781 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
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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. lt 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 ofpayment or non-payment of prevailing wages
under California law and/or the implementation of Labor Code Section I 781 , 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 ofall 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 any time and without cause upon
written notifi cation to Consultant.
8.2 Termination by Consultant Consultant may cancel this Agreement upon 30 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, 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 I .l . Any such extension 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
all the Parties
Amendments. The Parties ma y amend this Agreement only by a writing signed by
8.6 A pnnre n t an Subcontractins . 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 ofConsultant. Consultant may not assign this Agreement
or any interest therein without the prior written approval ofthe Contract Administrator. Consultant
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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 alI provisions of this Agreement allocating liability between City and Consultant
shall survive the expiration or termination of this Agreement.
8.8 Ootions upon Breach by Consultant. lf Consultant materially breaches any ofthe
terms of this Agreement, City's remedies shall include, but not be limited to, any or all of the
following:
a. lmmediately terminate this Agreement;
b. Retain the plans, specifications, drawings, repo(s, 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 re po(s, data, maps,
models, charts, studies, surveys, photographs, memoranda, plans, studies, 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 ofCity. 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
ofboth Parties unless required by law.
9.2 Licensinq of lntellectual 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
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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 an y and all ledgers,
books ofaccount, 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 ofthree (3) years, or for any longer period required by law, from
the date offinal 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. An y 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 Califomia Govemment Code Section 8546.7, if the amount ofpublic funds expended under
this Agreement exceeds TEN THOUSAND DOLLARS ($10,000.00). this Agreement shall be
subject to the examination and audit ofthe State Auditor, at the request of City or as part ofany
audit of City, for a period ofthree (3) years after final payment under this Agreement.
l0.l Attomeys' Fees. lf 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 attomeys' fees and expenses including costs, in addition to
any other relief to which that Party may be entitled; provided, however, that the attomeys' 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 ofthe
litigation. The court may set such fees in the same action or in a separate action brought for that
purpose.
10.2 Applicable Lawl Venue. The internal laws of the State of California shall govem
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 Severabilitv. lfany 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.
r 0.4 Section Headin s s and Subheadines 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.
SECTIONlO, MISCELLANEOUSPROVISIONS.
-l l-
10.5 No Imolied Waiver of Breach. The waiver ofany breach ofa specific provision of
this Agreement does not constitute a waiver ofany other breach ofthat term or any other term of
this Agreement.
10.6 Successors and Assisns. The provisions ofthis Agreement shall inure to the benefit
ofand shall apply to and bind the successors and assigns of the Parties.
10.8 Citv Contract Administration This Agreement shall be administered by a City
employee, Jeff Wyman ("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.
10.9 Notices. Any written notice to Consultant shall be sent to:
HelixStorm, lnc.
27238 Yia Industria
Temecula. CA 92590
Any wriften notice to City shall be sent to the Contract Administrator at
City of Menifee
29714 Haun Road
Menifee. CA 92586
Attn: Jeff Wyman
with a copy to:
City Clerk
City of Menifee
29714 Haun Road
Menifee, CA 92586
-12-
10.7 Consultant Representative. All matters under this Agreement shall be handled for
Consultant by Dave Jenks ("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.
P10.10 rofessional Seal . Where applicable in the determination of the Contract
Administrator, the first page ofa technical report, first page ofdesign 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 ofRegistered Professional with
report/design responsibility.
I0.ll Riqhts and Remedies. Except with respect ro 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.
10.12 Inteqration. 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 ofthe authorship of
this Agreement or any other rule ofconstruction which might otherwise apply.
10.13 Counteroarts. This Agreement may be executed in multiple counterparts, each of
which shall be an original and all of which together shall constitute one agreement.
10.14 Execution ofContract. The persons executing this Agreement on behalfofeach of
the Parties hereto represent and wanant 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.
I 0.15 Nondiscrimination. Consultant covenants that, by and for itself, its heirs, executors,
assigns, and all persons claiming under or through them, that in the performance ofthis 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.
10.16 No Third Party Beneficiaries. With the exceprion 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.
10.17 Nonliabilitv of Citv Officers and Emplovees. No officer, official. employee, agent,
representative, or volunteer of City shall be personally liable to Consultant, or any successor in
- l3-
interest, in the event ofany default or breach by City or for any amount which may become due to
Consultant orto its successor, or for breach ofany obligation ofthe terms of this Agreement.
10.I 8 No Undue lnfluence. Consultant declares and warrants that no undue infl uence 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 oflicer 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 ofthis Agreement or any work to be conducted as a result
of this Agreement.
10.I 9 No Benefit to Arise to Citv Emplovees. No member, officer, or employee of City,
or their designees or agents, and no public official who exercises authority over or has
responsibilities with respect to this Agreement during his/her tenure or for one ( I ) 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.
ISignatures on Following Page]
-14-
IN MTNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
/L
OF MI,NIFEECITY
Ronald E. Bradley, Interim City Manager
Attest:
, City Clerk
Approved as to Form:
HELIXSTORM, INC
B
By:
?otJ Scflrr,re e12_
Paesro€
Nzrme:
Its:
- 15-
,/l -6i*/./'/
Name'
I
//
IN WITNESS WHEREOF, the Parties hereto have executed and entered into this
Agreement as of the Effective Date.
CITY OF MENIFEE HELIXSTORM, INC
Ronald E. Bradley, Interim City Manager
N*n", A4,gotl Scfl'v ek-
Attest:
/a n Ot
sv, e;il. l&^^-
Sarah A. Manwaring, City Clerk
Approved as to Form:
i,JiJName:
Its: aTO
.Teffrey T. Melching, City Attomey
- l5-
Ir. PQ-e=srD8 ^/-r
EXHIBIT A
SCOPE OF SERVICES
HELIXSTORM
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City of Menifee
Group Policy Objects Project
Statement of Work
Presented By:
Dave Jenks
Dave.jenks@helixstorm.com
(951) 225-3493
H elixstorm lnc
27238 Yia lndustria
Temecula Ca 92590
Table of Contents
lNTRoDUcfloN 3
SotunoN Ovrnvrrw ERRoR ! BoorunRK Nor DEFTNED
SERVTcE DEscRrpnoN AND DEuvERABtEs... .......................5
Hellxstorm Seruices Dellverobles ,.... ............................... 5
IMPLEMENTATtoN Appnoecx 5
City ol Menifee Resources & Obligotions
Assumptions..,,, Error! Bookmork not defined.
Pnrcrrrrc........... ..........,...8
Proied Acceptance
Projea Change Control Procedurc.
Cusrorvrrn Accrrratce 10
7
I
I
I
8
9
HeLIXSTORM Ausust7.17 | GroupPolicyobjectsProject
The content of this documenl is proprietary and confdenlial and is owned in entirety by Helixstorm lnc. lnformation may not be
copied. distributed, or reverse engineered without prior wiitten permission ftom Helixstorm lnc.
2
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lNTRooucfloN
Helixstorm has the capability to be the single source for building integrated lT solutions for the City of
Menifee. Helixstorm focuses on core hardware and software products that are combined with a unique
consulting methodology to deliver a solution tailored to the customer's requirements.
Finally, Helixstorm's goal is to develop a solid working relationship and a familiarity with City of Menifee's
computing environment and associate requirements in order to validate the solution. Helixstorm is in a
singular position to provide the best possible solution in continuing support of this mission-critical
environment.
The combination of these factors, combined with strategic pricing initiatives, makes Helixstorm uniquely
qualified to provide the design, consulting, and implementation ofthis infrastructure solution forthe City
of Menifee.
Helixstorm is pleased to provide this statement of work, under which Helixstorm will provide Datacenter
Support Services described herein. This Statement of Work is effective as of 08/07 /2017 (the Effective
Date).
Objective
To improve overall performance and management ofall PC's located at the Civic Center (Workstation and
Servers).
Users are currently heavily restricted on performing basic functions. For example, Users were unable to
make a PowerPoint presentation because of restrictions. Also, Windows Update isn't working properly
across many machines in the current setup.
The proposed solution will help mitigate user complaints while maintaining machine security, network
security, and overall health.
HeLIXSTORM Ausust7,17 | GroupPolicyObjectsProject
The content of lhis documenl is propdelary and confdential and is ol/l/lred in enlirety by Helixstorm lnc. lnformation may not b€
copied. dislributed, or reverse engineered without prior written permission liom Helixstorm lnc.
3
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Helixstorm - Professional Services
The advantage of using Helixstorm ProfessionalServices is proven by the successful implementations and
satisfactory reviews received from its nation-wide customer base. This success is attributed to key
deliverables that go above and beyond basic installations:
Ptoiect Management
Overseeing the services installation from conception to finality, Helixstorm assigns a project manager as
the customer's single point of contact and first escalation point. ln addition, the project manager has the
support of a Services Resource Coordinator and the VP of Professional Services as escalation points.
Proiect Management services are comprised of coordination of all correspondence and status meetings,
verifying shipping accuracy, coordinating various resources required to complete the installation, and
providing escalation management.
Design Services and Pre-installation Planning
Design Service and Pre-install Planning provide a thorough understanding between Helixstorm and the
City of Menifee on the Final accepted solution. Helixstorm welcomes customer input and feedback in this
phase of the process. Final acceptance and sign-off from the customer is required to proceed to the next
stage.
Knowledge Transfer
Helixstorm consultants take the time to go over the functionality of each piece of newly installed
hardware. While this orientation does not take the place of any formal training, it provides a comfort level
for your staff to begin usage of the systems from day one.
Documentation
Helixstorm Consultants will deliver at the conclusion of your project, documentation to be used to
reference and maintain your systems. The documents contain detailed installation procedures executed
during the installation of servers, as well as diagrams and system outputs proven beneficial to the
administration of the machines.
H€LIX5|TORM Ausust7.17 | GroupPolicyobjectsProject
4
The content of this documenl is pmprielary and confidential and is owned in entarety by Helixstom lnc- lnfonnation may not be
copied, distribded. or reverse engineered without prior writlen permission Irom Helixstorm lnc.
ur€ mak€ lT €asi€r f or qou
lnstall and configure the following equipment
. No equipment required.
Helixstorm Services Deliverables
Pre-lnstallation Tasks
o Project Preparation
. lnternal Kickoff
. Customer Kickoff
. Design, Preparation and Planning (including customer input)
o Review all existing GPos
o Modify existing GPOS and implement new GPOs
o lmplement ESET
o lmplement Windows Patching via LabTech (Helixstorm Tool)
o Discuss Patch Windows for Workstations and Servers
o User Acceptance Testing
Active Directory
. Review all existing GPO policies, save, and make new GPOS without restrictiont or lesser
restrictions. The purpose of this is to use ESET as the facilitator for protection, and not
the Domain via GPOs.
. Migrate all machines to new GPOS (Workstations and Servers) - Reboot and test
functionality.
. Complete Helixstorm ESET deployment
o Run ESET Reports to ensure protection is optimal.
Windows Patching
o Run Reports (Patching) as a current baseline
. Complete onboarding of all machines with LabTech
. Create new groups and configure LabTech for workstations and servers.
. Create new patch windows for workstations and servers.
. Roll out all missing patches via LabTech to all devices.
. User and Sys Admins to test across all machines
. Run Reports post applying all updates to ensure all machines are current
H€LIXSTORM August 7, 17 | Group Policy Objects Project
The content of lhas document is poprietary and confidenlial and is o med in entirety by Helixstorm lnc. lnfomalion may not be
copied, distributed, or reverse engineeed without prior written permission lrom Helixstorm lnc.
5
SERvrcE DEscRrproN AND DEUVERABTES
Helixstorm will perform the tasks listed in the Service Deliverables section. A brief description of these
tasks includes:
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IMPtEMENTATIoN Appnoecx
Helixstorm will utilize a multi-phased approach to deploy the entire solutlon. Proiect Management
occurs throughout the project.
These phases are outlined as follows:
Analysis and Design / Pro.iect Kickoff
Duration ofthis phase is dependent on equipment
lead times and customer scheduling
Project lnitiation
Customer Kickoff
Facilities confirmation (Power, Climate,
Network)
Project Plan
Design document
Project lnstallation Services Deliverables and lnstallation Tasks
Knowledge Transfer/Documentation Walk through basic functionality
administration of installed equipment
services
and
and
Project Closure and Signoff Completion / Project Acceptance
H € L !X 5TO R M Ausust 7. 17 I Group Policy objects Proiect
The conlenl ol this document is p.oprietary and confidential and is owned in enlirety by Helixslorm lnc. lnlormation may noi be
copied. distributed, or reverse engioeered withorrt prior r/t/'ihen permission ftom HelD(storm lnc.
6
€aEt€
Phase Activities
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Ror-rs & REsPoNsrBrLrnEs
Resources
Helixstorm will provide day-to-day project management for the overall implementation activities to
ensure work is completed in accordance with proiect objectives. Helixstorm anticipates involvement by
the following team members:
E Project Manager
u TechnicalConsultant(s)
City of Menifee Resources & Obligations
Helixstorm assumes that City of Menifee will provide a part-time, day-to-day project point-of-contact
person who will be Helixstorm primary contact and liaison. This person is solely responsible for all critical
and non-critical engagement tasks including, but not limited to, the following:
tr Scheduling meetings & interviews with City of Menifee personnel
o Reserving City of Menifee facilities (conference rooms, labs, etc.)
o Providing all requisite documentation and diagrams
o ProvidinB any necessary escalation activity
o Reviewing & agreeing to all Customer Acceptance Criteria specified
H C L lX STO R M Ausust 7. 17 I Group Policy objects Project
7
The content ofthis document is proprietary and confidential and is ovwred in entirety by Helixstorm lnc. lntormalion may not be
copied, distributed, or reverse engineered without priorwritlen permission from Helixstorm lnc.
Eastl
PntcttrtGl
Pricing
Pricing is a fixed price contrac! the price is preset and invariable and covers the scope and assumptions
as described above.
Payment Terms
Purchose - Seruices
} All services will be invoiced as follows:
o Due net 30 days from lnvoice
Travel and Expenses
All reasonable expenses incurred by Helixstorm's staff for travel, meals, lodging and other incidentals
costs are in addition to in the fees above. Helixstorm will work with Customerto take advantage of
appropriate discounts and other corporate proBrams to minimize these expenses. Helixstormwill
invoice expenses at cost either monthly or at the completion of the project.
Project Acceptance
Upon completion of all Helixstorm tasks and deliverables contained in the SOW, Helixstorm will provide
City of Menifee with a Proiect Delivery Acceptance Form (DAF) for signature. City of Menilee will have 7
business days to return the signed DAF or a written response notirying Helixstorm of any outstanding or
incomplete Helixstorm task or deliverables. lf City ol Menifee fails to respond after 7 business days
Helixstorm shall deem the proiect accepted by City of Menifee.
l Pricing isvalid for 30 daysfrom the date ofthis do€ument
lmplementation Services - fixed fee s 4,200
TOTAL S4,20o
H€LIXs|TORM Ausust7,17 | croupPolicyobjectsProject
8
The cot ent o, this document is poprietary and conllder{ial and is or /ned in entirety by Helixstorm lnc. lnformation may not be
copied. distribuled. or reverse enginee.ed without prior written permission from Heli)Gtorm lnc.
P tOr gou
Element Price
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Project Change Control Procedure
Any changes in the scope of work as defined in this document shall require a revised
Statement of Work or an authorized Project Change Request and may result in changes
to the proiect schedule, customer responsibilities or other terms of this SOW.
ln the event a change order is required to properly complete the project that was not
already specified under the scope of work, a Change Order Request shall be submitted
along with the additional scope of work and amounts required to complete the
work. The Change Order Request shall be agreed and approved by both parties and
signed by Customer's Commercial Department. The Change Order Request will include
but is not limited to:
Date of requested Change
Scope of Work
Deliverables
Number of Hours
Price
Completion Date
lf the change order is for a significant amount of work, a new Statement of Work may be
required at a fixed cost to be agreed by both parties.
a.
b.
c.
d.
e.
f.
a
HeLIX5lTORM AusustT, 17 | GroupPolicyobjectsProject
The contenl of this document is proprielary and conlldential and is owned in entirety by Helixstorm lnc. lnfo.mation may not be
copied, distributed, or reverse engineered withoul pnor written permission from Helixstorm lnc.
9
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Cusroruen Accerrnrce
This Proposal, including any exhibits and appendices, constitutes the entire agreement between
Helixstorm and City of Menifee, and supersedes any prevlous communications, representations or
agreements between the parties, whether oral or written, regarding transactions hereunder.
sitnature
Signing below indicates City of Menifee' acceptance of this Proposal.
OrderinS lnformation
Please send this signed document along with your purchas€ order to:
Helixstorm
27238 Via lndustria
Temecula Ca 92590
Sig nature Signature
Name:Name
TitIE Tifle
Date Date
H € L lX 5TO R M Ausust 7. 17 I Group Policy objects Project
The conlenl of this document is proprielary and confidential and is o,nmed in entirety by Helixstorm lnc. lnformation may nol be
copied, distributed, or reverse engineered without prior written permission from Helixstom lnc.
10
6a!
Helixstorm City of Menifee
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UMrrATroNs
Upon depletion of consulting time identified in this document, completion of tasks outlined, or written
request by the customer to terminate this agreement, this consulting engagement shall be considered
complete.
Limitation of Liability (HELIXSTORM) - TOTAL LIABILITY TO CUSTOMER OR TO ANY THIRD PARTY UNDER
THIS AGREEMENT FOR ANY CAUSE WHATSOEVER IS LIMITED TO THE AMOUNT ACTUALLY PAID BY
CUSTOMER UNDER THIS AGREEMENT, OR CHARGED TO THE CUSTOMER, FOR THE SERVICES THAT GAVE
RISE TO SUCH LIABITITY. HELIXSTORM SHALL IN NO EVENT BE I-IABLE FOR ANY CONSEQUENTIAL,
INCIDENTAL, INDIRECT, EXEMPTARY, PUNITIVE, SPECIAL OR SIMII-AR DAMAGES INCLUDING, WITHOUT
LIMITATION, IOSS OF PROFITS, LOSS OF REVENUES, LOSS OF DATA, OR FOR THE EXCESS COST OF
REPLACEMENT SERVICES AND THE LIKE, EVEN IF HELIXSTORM HAS BEEN ADVISED OF THE LIKELIHOOD OF
THE OCCURRENCE OF SUCH DAMAGES.
Schedule
Within ten (10) business days of receipt of written authorization from the customer of acceptance of this
Proposal, a mutually accepted start date will be determined. Engagements typically begin within a month
of the date of acceptance, or the first available date for the assigned project team.
Standard & Non-Standard Hours
All time accrued by Helixstorm consultants on-site or at Helixstorm facilities working on this engagement,
shall be considered billable. Helixstorm services will normally be performed during standard business
hours, i.e., Monday through Friday, 8:00 am to 5:00 p.m., excluding holidays. Non-standard hours will be
billed at a rate of 1.5 times the current hourly rates. The rate will be 2.0 times the current hourly rate for
any days listed as Helixstorm holidays or the weekends adjacent to such holidays. Six weeks' notice must
be given if work is required on holidays.
H€LIX5|TORM Ausust 7, 17 | GroupPolicyobjects Project
The content of this document is proprietary and confidential and is owned in entirety by Helixstom lnc. lnfomation may nol be
copied, distributed, or reverse engineered wilhout prior witten permission t om Helixslorm lnc.
1',|