HomeMy WebLinkAboutC-5641 - PSA for Symantec's Altiris Infrastructure Software SupportT
PROFESSIONAL SERVICES AGREEMENT
�n WITH OMNE TECHNICAL SOLUTIONS FOR
SYMANTEC'S ALTIRIS INFRASTUCTURE SOFTWARE SUPPORT
THIS PROFESSIONAL SERVICES AGREEMENT ( "Agreement ") is made and
entered into as of this 31st day of October, 2013 ( "Effective Date "), by and between the
CITY OF NEWPORT BEACH, a California municipal corporation and charter city
( "City "), and OMNE TECHNICAL SOLUTIONS, a California corporation ( "Consultant "),
whose address is 25051 Campo Rojo, Lake Forest, CA 92630, and is made with
reference to the following:
A. City is a municipal corporation duly organized and validly existing under the laws
of the State of California with the power to carry on its business as it is now being
conducted under the statutes of the State of California and the Charter of City.
B. City desires to engage Consultant to provide software support services for
Symantec's Altiris 7.x Endpoint Management products ( "Project ").
C. Consultant possesses the skill, experience, ability, background, certification and
knowledge to provide the professional services described in this Agreement.
D. City has solicited and received a proposal from Consultant, has reviewed the
previous experience and evaluated the expertise of Consultant, and desires to
retain Consultant to render professional services under the terms and conditions
set forth in this Agreement.
NOW, THEREFORE, it is mutually agreed by and between the undersigned
parties as follows:
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The term of this Agreement shall commence on the Effective Date, and shall
terminate on October 31, 2014, unless terminated earlier as set forth herein.
2. SERVICES TO BE PERFORMED
Consultant shall diligently perform all the services described in the Scope of
Services attached hereto as Exhibit A and incorporated herein by reference ( "Services'
or "Work'). City may elect to delete certain Services within the Scope of Services at its
sole discretion.
3.1 Time is of the essence in the performance of Services under this
Agreement and Consultant shall perform the Services in accordance with the schedule
included in Exhibit A. In the absence of a specific schedule, the Services shall be
performed to completion in a diligent and timely manner. The failure by Consultant to
strictly adhere to the schedule set forth in Exhibit A, if any, or perform the Services in a
diligent and timely manner may result in termination of this Agreement by City.
3.2 Notwithstanding the foregoing, Consultant shall not be responsible for
delays due to causes beyond Consultant's reasonable control. However, in the case of
any such delay in the Services to be provided for the Project, each party hereby agrees
to provide notice within two (2) calendar days of the occurrence causing the delay to the
other party so that all delays can be addressed.
3.3 Consultant shall submit all requests for extensions of time for performance
in writing to the Project Administrator as defined herein not later than ten (10) calendar
days after the start of the condition that purportedly causes a delay. The Project
Administrator shall review all such requests and may grant reasonable time extensions
for unforeseeable delays that are beyond Consultant's control.
3.4 For all time periods not specifically set forth herein, Consultant shall
respond in the most expedient and appropriate manner under the circumstances, by
hand - delivery or mail.
4. COMPENSATION TO CONSULTANT
4.1 City shall pay Consultant for the Services on a time and expense not -to-
exceed basis in accordance with the provisions of this Section and the Schedule of
Billing Rates attached hereto as Exhibit B and incorporated herein by reference.
Consultant's compensation for all Work performed in accordance with this Agreement,
including all reimbursable items and subconsultant fees, shall not exceed Twelve
Thousand Five Hundred Dollars and 00/100 ($12,500.00), without prior written
authorization from City. No billing rate changes shall be made during the term of this
Agreement without the prior written approval of City.
4.2 Compensation for the cost of fifty percent (50 %) of the standard services
identified in Exhibit B in the amount of Four Thousand Dollars and 00/100 ($4,000.00)
shall be due and payable to Consultant upon the Effective Date of this Agreement.
Compensation for the cost of the remaining fifty percent (50 %) of the standard services
in the amount of Four Thousand Dollars and 00 /100 ($4,000.00) shall be due and
payable to Consultant upon exhaustion of the forty (40) hours of Services to be
performed under the standard services identified in Exhibit B, or upon completion of the
Project, whichever comes first.
43 Should the City exercise the option for the continued optional services
identified in Exhibit B, compensation for the cost of fifty percent (50 %) of the optional
services in the amount of Two Thousand Two Hundred Fifty Dollars and 00/100
($2,250) shall be due and payable to the Consultant upon start of the Work.
Compensation for the cost of the remaining fifty percent (50 %) of the optional services
in the amount of Two Thousand Two Hundred Fifty Dollars and 00 1100 ($2,250) shall be
due and payable to the Consultant upon exhaustion of the additional twenty five (25)
Omne Technical Solutions
hours of Services to be performed under the optional services identified in Exhibit B, or
upon completion of the Project, whichever comes first.
4.4 Consultant shall submit bills for Services which shall include the name of
the person who performed the Work, a brief description of the Services performed
and /or the specific task in the Scope of Services to which it relates, the date the
Services were performed, the number of hours spent on all Work billed on an hourly
basis, and a description of any reimbursable expenditures. City shall pay Consultant no
later than thirty {30} calendar days after approval of the invoice by City staff.
4.5 City shall reimburse Consultant only for those costs or expenses
specifically identified in Exhibit B to this Agreement or specifically approved in writing in
advance by City.
4.6 Consultant shall not receive any compensation for Extra Work performed
without the prior written authorization of City. As used herein, "Extra Work" means any
Work that is determined by City to be necessary for the proper completion of the
Project, but which is not included within the Scope of Services and which the parties did
not reasonably anticipate would be necessary at the execution of this Agreement.
Compensation for any authorized Extra Work shall be paid in accordance with the
Schedule of Billing Rates as set forth in Exhibit B.
5. PROJECT MANAGER
5.1 Consultant shall designate a Project Manager, who shall coordinate all
phases of the Project. This Project Manager shall be available to City at all reasonable
times during the Agreement term. Consultant has designated Kurt Heitman to be its
Project Manager. Consultant shall not remove or reassign the Project Manager or any
personnel listed in Exhibit A or assign any new or replacement personnel to the Project
without the prior written consent of City. City's approval shall not be unreasonably
withheld with respect to the removal or assignment of non -key personnel.
5.2 Consultant, at the sole discretion of City, shall remove from the Project
any of its personnel assigned to the performance of Services upon written request of
City. Consultant warrants that it will continuously furnish the necessary personnel to
complete the Project on a timely basis as contemplated by this Agreement.
5.3 If Consultant is performing inspection services for City, the Project
Manager and any other assigned staff shall be equipped with a cellular phone to
communicate with City staff. The Project Manager's cellular phone number shall be
provided to City.
6. ADMINISTRATION
This Agreement will be administered by the City Manager's Office. City's IT
Specialist III or designee shall be the Project Administrator and shall have the authority
to act for City under this Agreement. The Project Administrator shall represent City in
all matters pertaining to the Services to be rendered pursuant to this Agreement.
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7. CITY'S RESPONSIBILITIES
To assist Consultant in the execution of its responsibilities under this Agreement,
City agrees to provide access to and upon request of Consultant, one copy of all
existing relevant information on file at City. City will provide all such materials in a
timely manner so as not to cause delays in Consultant's Work schedule.
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8.1 All of the Services shall be performed by Consultant or under Consultant's
supervision. Consultant represents that it possesses the professional and technical
personnel required to perform the Services required by this Agreement, and that it will
perform all Services in a manner commensurate with the highest professional
standards. For purposes of this Agreement, the phrase "highest professional
standards" shall mean those standards of practice recognized by one (1) or more first -
class firms performing similar work under similar circumstances.
8.2 All Services shall be performed by qualified and experienced personnel
who are not employed by City. By delivery of completed Work, Consultant certifies that
the Work conforms to the requirements of this Agreement, all applicable federal, state
and local laws, and the highest professional standard.
8.3 Consultant represents and warrants to City that it has, shall obtain, and
shall keep in full force and effect during the term hereof, at its sole cost and expense, all
licenses, permits, qualifications, insurance and approvals of whatsoever nature that is
legally required of Consultant to practice its profession. Consultant shall maintain a City
of Newport Beach business license during the term of this Agreement.
8.4 Consultant shall not be responsible for delay, nor shall Consultant be
responsible for damages or be in default or deemed to be in default by reason of strikes,
lockouts, accidents, acts of God, or the failure of City to furnish timely information or to
approve or disapprove Consultant's Work promptly, or delay or faulty performance by
City, contractors, or governmental agencies.
9. HOLD HARMLESS
9.1 To the fullest extent permitted by law, Consultant shall indemnify, defend
and hold harmless City, its City Council, boards and commissions, officers, agents,
volunteers and employees (collectively, the "Indemnified Parties ") from and against any
and all claims (including, without limitation, claims for bodily injury, death or damage to
property), demands, obligations, damages, actions, causes of action, suits, losses,
judgments, fines, penalties, liabilities, costs and expenses (including, without limitation,
attorneys' fees, disbursements and court costs) of every kind and nature whatsoever
(individually, a Claim; collectively, "Claims "), which may arise from or in any manner
relate (directly or indirectly) to any breach of the terms and conditions of this
Agreement, any Work performed or Services provided under this Agreement including,
without limitation, defects in workmanship or materials or Consultant's presence or
activities conducted on the Project (including the negligent, reckless, and /or willful acts,
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errors and/or omissions of Consultant, its principals, officers, agents, employees,
vendors, suppliers, consultants, subcontractors, anyone employed directly or indirectly
by any of them or for whose acts they may be liable, or any or all of them).
9.2 Notwithstanding the foregoing, nothing herein shall be construed to
require Consultant to indemnify the Indemnified Parties from any Claim arising from the
sole negligence or willful misconduct of the Indemnified Parties. Nothing in this
indemnity shall be construed as authorizing any award of attorneys' fees in any action
on or to enforce the terms of this Agreement. This indemnity shall apply to all claims
and liability regardless of whether any insurance policies are applicable. The policy
limits do not act as a limitation upon the amount of indemnification to be provided by
Consultant.
10. INDEPENDENT CONTRACTOR
It is understood that City retains Consultant on an independent contractor basis
and Consultant is not an agent or employee of City. The manner and means of
conducting the Work are under the control of Consultant, except to the extent they are
limited by statute, rule or regulation and the expressed terms of this Agreement. No
civil service status or other right of employment shall accrue to Consultant or its
employees. Nothing in this Agreement shall be deemed to constitute approval for
Consultant or any of Consultant's employees or agents, to be the agents or employees
of City. Consultant shall have the responsibility for and control over the means of
performing the Work, provided that Consultant is in compliance with the terms of this
Agreement. Anything in this Agreement that may appear to give City the right to direct
Consultant as to the details of the performance of the Work or to exercise a measure of
control over Consultant shall mean only that Consultant shall follow the desires of City
with respect to the results of the Services.
•s- MI e.
Consultant agrees to work closely and cooperate fully with City's designated
Project Administrator and any other agencies that may have jurisdiction or interest in the
Work to be performed. City agrees to cooperate with the Consultant on the Project.
12. CITY POLICY
Consultant shall discuss and review all matters relating to policy and Project
direction with City's Project Administrator in advance of all critical decision points in
order to ensure the Project proceeds in a manner consistent with City goals and
policies.
13. PROGRESS
Consultant is responsible for keeping the Project Administrator informed on a
regular basis regarding the status and progress of the Project, activities performed and
planned, and any meetings that have been scheduled or are desired.
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14. INSURANCE
Without limiting Consultant's indemnification of City, and prior to commencement
of Work, Consultant shall obtain, provide and maintain at its own expense during the
term of this Agreement or for other periods as specified in this Agreement, policies of
insurance of the type, amounts, terms and conditions described in the Insurance
Requirements attached hereto as Exhibit C, and incorporated herein by reference.
15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS
Except as specifically authorized under this Agreement, the Services to be
provided under this Agreement shall not be assigned, transferred contracted or
subcontracted out without the prior written approval of City. Any of the following shall
be construed as an assignment: The sale, assignment, transfer or other disposition of
any of the issued and outstanding capital stock of Consultant, or of the interest of any
general partner or joint venturer or syndicate member or cotenant if Consultant is a
partnership or joint- venture or syndicate or co- tenancy, which shall result in changing
the control of Consultant. Control means fifty percent (50%) or more of the voting
power or twenty -five percent (25 %) or more of the assets of the corporation, partnership
orjoint- venture.
16. SUBCONTRACTING
The subcontractors authorized by City, if any, to perform Work on this Project are
identified in Exhibit A. Consultant shall be fully responsible to City for all acts and
omissions of any subcontractor. Nothing in this Agreement shall create any contractual
relationship between City and any subcontractor nor shall it create any obligation on the
part of City to pay or to see to the payment of any monies due to any such
subcontractor other than as otherwise required by law. City is an intended beneficiary
of any Work performed by the subcontractor for purposes of establishing a duty of care
between the subcontractor and City. Except as specifically authorized herein, the
Services to be provided under this Agreement shall not be otherwise assigned,
transferred, contracted or subcontracted out without the prior written approval of City.
17. OWNERSHIP OF DOCUMENTS
17.1 Each and every report, draft, map, record, plan, document and other
writing produced (hereinafter "Documents'), prepared or caused to be prepared by
Consultant, its officers, employees, agents and subcontractors, in the course of
implementing this Agreement, shall become the exclusive property of City, and City
shall have the sole right to use such materials in its discretion without further
compensation to Consultant or any other party. Consultant shall, at Consultant's
expense, provide such Documents to City upon prior written request.
17.2 Documents, including drawings and specifications, prepared by
Consultant pursuant to this Agreement are not intended or represented to be suitable
for reuse by City or others on any other project. Any use of completed Documents for
other projects and any use of incomplete Documents without specific written
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authorization from Consultant will be at City's sole risk and without liability to
Consultant. Further, any and all liability arising out of changes made to Consultant's
deliverables under this Agreement by City or persons other than Consultant is waived
against Consultant, and City assumes full responsibility for such changes unless City
has given Consultant prior notice and has received from Consultant written consent for
such changes.
17.3 All written documents shall be transmitted to City in formats compatible
with Microsoft Office and /or viewable with Adobe Acrobat.
18. CONFIDENTIALITY
All Documents, including drafts, preliminary drawings or plans, notes and
communications that result from the Services in this Agreement, shall be kept
confidential unless City expressly authorizes in writing the release of information.
Consultant shall defend and indemnify City, its agents, officers, representatives
and employees against any and all liability, including costs, for infringement or alleged
infringement of any United States' letters patent, trademark, or copyright, including
costs, contained in Consultant's Documents provided under this Agreement.
20. RECORDS
Consultant shall keep records and invoices in connection with the Services to be
performed under this Agreement. Consultant shall maintain complete and accurate
records with respect to the costs incurred under this Agreement and any Services,
expenditures and disbursements charged to City, for a minimum period 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 and invoices shall be clearly
identifiable. Consultant shall allow a representative of City to examine, audit and make
transcripts or copies of such records and invoices during regular business hours.
Consultant shall allow inspection of all Work, data, Documents, proceedings and
activities related to the Agreement for a period of three (3) years from the date of final
payment to Consultant under this Agreement.
City may withhold payment to Consultant of any disputed sums until satisfaction
of the dispute with respect to such payment. Such withholding shall not be deemed to
constitute a failure to pay according to the terms of this Agreement. Consultant shall
not discontinue Work as a result of such withholding. Consultant shall have an
immediate right to appeal to the City Manager or designee with respect to such disputed
sums. Consultant shall be entitled to receive interest on any withheld sums at the rate of
return that City earned on its investments during the time period, from the date of
withholding of any amounts found to have been improperly withheld.
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22. ERRORS AND OMISSIONS
In the event of errors or omissions that are due to the negligence or professional
inexperience of Consultant which result in expense to City greater than what would
have resulted if there were not errors or omissions in the Work accomplished by
Consultant, the additional design, construction and /or restoration expense shall be
borne by Consultant. Nothing in this Section is intended to limit City's rights under the
law or any other sections of this Agreement.
23. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS
City reserves the right to employ other Consultants in connection with the
Project.
24. CONFLICTS OF INTEREST
24.1 Consultant or its employees may be subject to the provisions of the
California Political Reform Act of 1974 (the "Act "), which (1) requires such persons to
disclose any financial interest that may foreseeably be materially affected by the Work
performed under this Agreement, and (2) prohibits such persons from making, or
participating in making, decisions that will foreseeably financially affect such interest.
24.2 If subject to the Act, Consultant shall conform to all requirements of the
Act. Failure to do so constitutes a material breach and is grounds for immediate
termination of this Agreement by City. Consultant shall indemnify and hold harmless
City for any and all claims for damages resulting from Consultant's violation of this
Section.
25.1 All notices, demands, requests or approvals, including any change in
mailing address, to be given under the terms of this Agreement shall be given in writing,
and conclusively shall be deemed served when delivered personally, or on the third
business day after the deposit thereof in the United States mail, postage prepaid, first -
class mail, addressed as hereinafter provided.
25.2 All notices, demands, requests or approvals from Consultant to City shall
be addressed to City at:
Attn: Ivan Juarez, IT Specialist III
City Manager's Office
City of Newport Beach
104 Civic Center Drive
PO Box 1768
Newport Beach, CA 92658
25.3 All notices, demands, requests or approvals from City to Consultant shall
be addressed to Consultant at:
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Attn: Kurt Heitman
Omne Technical Solutions
25051 Campo Rojo
Lake Forest, CA 92630
26, CLAIMS
Unless a shorter time is specified elsewhere in this Agreement, before making its
final request for payment under this Agreement, Consultant shall submit to City, in
writing, all claims for compensation under or arising out of this Agreement.
Consultant's acceptance of the final payment shall constitute a waiver of all claims for
compensation under or arising out of this Agreement except those previously made in
writing and identified by Consultant in writing as unsettled at the time of its final request
for payment. Consultant and City expressly agree that in addition to any claims filing
requirements set forth in the Agreement, Consultant shall be required to file any claim
Consultant may have against City in strict conformance with the Government Claims Act
(Government Code sections 900 et seq.).
27. TERMINATION
27.1 In the event that either party fails or refuses to perform any of the
provisions of this Agreement at the time and in the manner required, that party shall be
deemed in default in the performance of this Agreement. If such default is not cured
within a period of two (2) calendar days, or if more than two (2) calendar days are
reasonably required to cure the default and the defaulting party fails to give adequate
assurance of due performance within two (2) calendar days after receipt of written
notice of default, specifying the nature of such default and the steps necessary to cure
such default, and thereafter diligently take steps to cure the default, the non - defaulting
party may terminate the Agreement forthwith by giving to the defaulting party written
notice thereof.
27.2 Notwithstanding the above provisions, City shall have the right, at its sole
and absolute discretion and without cause, of terminating this Agreement at any time by
giving no less than seven (7) calendar days' prior written notice to Consultant. In the
event of termination under this Section, City shall pay Consultant for Services
satisfactorily performed and costs incurred up to the effective date of termination for
which Consultant has not been previously paid. On the effective date of termination,
Consultant shall deliver to City all reports, Documents and other information developed
or accumulated in the performance of this Agreement, whether in draft or final form.
28. STANDARD PROVISIONS
28.1 Recitals. City and Consultant acknowledge that the above Recitals are
true and correct and are hereby incorporated by reference into this Agreement.
28.2 Compliance with all Laws. Consultant shall, at its own cost and expense,
comply with all statutes, ordinances, regulations and requirements of all governmental
entities, including federal, state, county or municipal, whether now in force or hereinafter
Omne Technical Solutions Page 9
enacted. In addition, all Work prepared by Consultant shall conform to applicable City,
county, state and federal laws, rules, regulations and permit requirements and be
subject to approval of the Project Administrator and City.
28.3 Waiver. A waiver by either party of any breach, of any term, covenant or
condition contained herein shall not be deemed to be a waiver of any subsequent
breach of the same or any other term, covenant or condition contained herein, whether
of the same or a different character.
28.4 Integrated Contract. This Agreement represents the full and complete
understanding of every kind or nature whatsoever between the parties hereto, and all
preliminary negotiations and agreements of whatsoever kind or nature are merged
herein. No verbal agreement or implied covenant shall be held to vary the provisions
herein.
28.5 Conflicts or Inconsistencies. In the event there are any conflicts or
inconsistencies between this Agreement and the Scope of Services or any other
attachments attached hereto, the terms of this Agreement shall govern.
28.6 Interpretation. 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 the Agreement or any other rule of
construction which might otherwise apply.
28.7 Amendments, This Agreement may be modified or amended only by a
written document executed by both Consultant and City and approved as to form by the
City Attorney.
28.8 Severability. If any term or portion of this Agreement is held to be invalid,
illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining
provisions of this Agreement shall continue in full force and effect.
28.9 Controlling Law and Venue. The laws of the State of California shall
govern this Agreement and all matters relating to it and any action brought relating to
this Agreement shall be adjudicated in a court of competent jurisdiction in the County of
Orange, State of California.
28.10 Equal Opportunity Employment. Consultant represents that it is an equal
opportunity employer and it shall not discriminate against any subcontractor, employee
or applicant for employment because of race, religion, color, national origin, handicap,
ancestry, sex, age or any other impermissible basis under law.
28.11 No Attorneys' Fees. In the event of any dispute or legal action arising
under this Agreement, the prevailing party shall not be entitled to attorneys' fees.
28.12 Counterparts, This Agreement may be executed in two (2) or more
counterparts, each of which shall be deemed an original and all of which together shall
constitute one (1) and the same instrument.
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[SIGNATURES ON NEXT PAGE]
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IN WITNESS WHEREOF, the parties have caused this Agreement to be
executed on the dates written below.
APPROVED AS TO FORM:
CITY ATTORN,EY'S OFFICE
Date: 10/ t s7h >
By: .Lfi� (C. -C
Aaron C. Harp
City Attorney
ATTEST:
Date: 1/
By:
Leilani I. Brown
City Clerk
Attachments
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CITY OF NEWPORT BEACH,
a Californiaff��}}��nicipal corporation
Date: /////ft
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CONSULTANT: Omne Technical
Solutions, a C lifor is corporation
Date:
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Rv-
Kurt Heitman
President
[END OF SIGNATURES]
Exhibit A — Scope of Services
Exhibit B — Schedule of Billing Rates
Exhibit C — Insurance Requirements
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EXHIBIT A
SCOPE OF SERVICES
Consultant shall provide remote Altiris Support for:
• Technical Issues
• Training
• Projects
• Upgrades
• Research
• Q/A
• design
• Piloting
• Testing
• Implementation
Standard Phone Support Hours are 9:00 a.m. to 6:00 p.m., Monday through
Friday, for the term of the Agreement. Calls supported under this Agreement are for
Symantec's Altiris 7.x Endpoint Management products as deployed at City of Newport
Beach facilities.
Calls received during Standard Support Hours will be addressed immediately, or
responded to within four (4) hours of the initial calllcontact.
Consultant shall provide Project based phone /email remote support for up to five
(5) named contacts.
City shall provide Consultant with remote access to the City's environment with
temporary rights appropriate to complete work being requested..
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EXHIBIT B
SCHEDULE OF BILLING RATES
Service
Selected Service Detail
Price
Project Support
STANDARD SERVICES
$8,000
• Up to 40 hours of Remote Project
Support for City's Altiris 7.x
Infrastructure deployment
• Support Number 800 - 681 -2207
Additional Project
OPTIONAL SERVICES
$4,500
Support
• Up to 25 hours of Remote Project
Support for City's Altiris 7.x
Infrastructure deployment
• Support Number 800 -681 -2207
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EXHIBIT C
INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES
1. Provision of Insurance. Without limiting Consultant's indemnification of City, and
prior to commencement of Work, Consultant shall obtain, provide and maintain at
its own expense during the term of this Agreement, policies of insurance of the
type and amounts described below and in a form satisfactory to City. Consultant
agrees to provide insurance in accordance with requirements set forth here. If
Consultant uses existing coverage to comply and that coverage does not meet
these requirements, Consultant agrees to amend, supplement or endorse the
existing coverage.
2. Acceptable Insurers. All insurance policies shall be issued by an insurance
company currently authorized by the Insurance Commissioner to transact
business of insurance in the State of California, with an assigned policyholders'
Rating of A- (or higher) and Financial Size Category Class VII (or larger) in
accordance with the latest edition of Best's Key Rating Guide, unless otherwise
approved by the City's Risk Manager.
3. Coverage Requirements.
A. Workers' Compensation Insurance. Consultant shall maintain Workers'
Compensation Insurance, statutory limits, and Employer's Liability
Insurance with limits of at least one million dollars ($1,000,000) each
accident for bodily injury by accident and each employee for bodily injury
by disease in accordance with the laws of the State of California, Section
3700 of the Labor Code.
Consultant shall submit to City, along with the certificate of insurance, a
Waiver of Subrogation endorsement in favor of City, its officers, agents,
employees and volunteers.
B. General Liability Insurance. Consultant shall maintain commercial general
liability insurance, and if necessary umbrella liability insurance, with
coverage at least as broad as provided by Insurance Services Office form
CG 00 01, in an amount not less than one million dollars ($1,000,000) per
occurrence, one million dollars ($1,000,000) general aggregate. The
policy shall cover liability arising from premises, operations, personal and
advertising injury, and liability assumed under an insured contract
(including the tort liability of another assumed in a business contract) with
no endorsement or modification limiting the scope of coverage for liability
assumed under a contract.
C. Professional Liability (Errors & Omissions) Insurance. Consultant shall
maintain professional liability insurance that covers the Services to be
performed in connection with this Agreement, in the minimum amount of
one million dollars ($1,000,000) per claim and in the aggregate. Any policy
inception date, continuity date, or retroactive date must be before the
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Effective Date of this Agreement and Consultant agrees to maintain
continuous coverage through a period no less than three years after
completion of the Services required by this Agreement.
4. Other Insurance Requirements. The policies are to contain, or be endorsed to
contain, the following provisions:
A. Waiver of Subrogation. All insurance coverage maintained or procured
pursuant to this Agreement shall be endorsed to waive subrogation
against City, its elected or appointed officers, agents, officials, employees
and volunteers or shall specifically allow Consultant or others providing
insurance evidence in compliance with these requirements to waive their
right of recovery prior to a loss. Consultant hereby waives its own right of
recovery against City, and shall require similar written express waivers
from each of its subconsultants.
B. Additional Insured Status. All liability policies including general liability,
excess liability, pollution liability, and automobile liability, if required, but
not including professional liability, shall provide or be endorsed to provide
that City and its officers, officials, employees, and agents shall be included
as insureds under such policies.
C. Primary and Non Contributory. All liability coverage shall apply on a
primary basis and shall not require contribution from any insurance or self -
insurance maintained by City.
D. Notice of Cancellation. All policies shall provide City with thirty (30)
calendar days notice of cancellation (except for nonpayment for which ten
(10) calendar days notice is required) or nonrenewal of coverage for each
required coverage.
Additional Agreements Between the Parties. The parties hereby agree to the
following:
A. Evidence of Insurance. Consultant shall provide certificates of insurance
to City as evidence of the insurance coverage required herein, along with
a waiver of subrogation endorsement for workers' compensation and other
endorsements as specified herein for each coverage. Insurance
certificates and endorsement must be approved by City's Risk Manager
prior to commencement of performance. Current certification of insurance
shall be kept on file with City at all times during the term of this
Agreement. City reserves the right to require complete, certified copies of
all required insurance policies, at any time.
B. City's Right to Revise Requirements. City reserves the right at any time
during the term of the Agreement to change the amounts and types of
insurance required by giving Consultant sixty (60) calendar days advance
written notice of such change. If such change results in substantial
Omne Technical Solutions Page C -2
additional cost to Consultant, City and Consultant may renegotiate
Consultant's compensation.
C. Enforcement of Agreement Provisions. Consultant acknowledges and
agrees that any actual or alleged failure on the part of City to inform
Consultant of non - compliance with any requirement imposes no additional
obligations on City nor does it waive any rights hereunder.
D. Requirements not Limiting. Requirements of specific coverage features
or limits contained in this Section are not intended as a limitation on
coverage, limits or other requirements, or a waiver of any coverage
normally provided by any insurance. Specific reference to a given
coverage feature is for purposes of clarification only as it pertains to a
given issue and is not intended by any party or insured to be all inclusive,
or to the exclusion of other coverage, or a waiver of any type.
E. Self- insured Retentions. Any self - insured retentions must be declared to
and approved by City. City reserves the right to require that self - insured
retentions be eliminated, lowered, or replaced by a deductible. Self -
insurance will not be considered to comply with these requirements unless
approved by City.
F. City Remedies for Non - Compliance. If Consultant or any subconsultant
fails to provide and maintain insurance as required herein, then City shall
have the right but not the obligation, to purchase such insurance, to
terminate this Agreement, or to suspend Consultant's right to proceed until
proper evidence of insurance is provided. Any amounts paid by City shall,
at City's sole option, be deducted from amounts payable to Consultant or
reimbursed by Consultant upon demand.
G. Timely Notice of Claims. Contractor shall give City prompt and timely
notice of claims made or suits instituted that arise out of or result from
Contractor's performance under this Contract, and that involve or may
involve coverage under any of the required liability policies. City assumes
no obligation or liability by such notice, but has the right (but not the duty)
to monitor the handling of any such claim or claims if they are likely to
involve City.
H. Consultant's Insurance. Consultant shall also procure and maintain, at its
own cost and expense, any additional kinds of insurance, which in its own
judgment may be necessary for its proper protection and prosecution of
the Work.
Omne Technical Solutions Page C-3
Project Support Agreement
For
City of Newport Beach
Prepared for:
City Of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92663
Prepared by:
Kurt Heitman
Omne Technical Solutions
25051 Campo Rojo
Lake Forest, CA 92630
Agreement #: OTS092613 -001
September 26, 2013
Omne Technical Solutions Project Support Agreement
1 Service Summary
The Omne Technical Solutions Project Support Agreement provides our customers with the ability to obtain the
following (selected) types of support during the contract period:
A Remote Altiris Support for:
•
Technical Issues
•
Training
•
Projects
•
Upgrades
•
Research
•
Q/A
•
Design
•
Piloting
•
Testing
•
Implementation
Standard Phone Support Hours are (9:00am - 6:00pm PST), Monday through Friday, for the period of the contract or
until the pre -paid block of support hours is consumed. Calls supported under this Agreement are for Symantec's
Altiris Infrastructure Software at City of Newport Beach facilities.
1.1 Supported Software
This agreement is for the support of Symantec's Altiris 7.x Endpoint Management products as deployed or to be
deployed to customer environment.
1.2 Primary Contact
Ivan Juarez
City Of Newport Beach
100 Civic Center Drive
Newport Beach, CA 92663
949 - 6443182
1.3 Features & Benefits
The Omne Technical Solutions Project Support Agreement provides the following features and benefits:
• Reduce overall support costs and avoid finger pointing and the vendor run -around by having OTS's highly
skilled, experienced, and fully certified personnel field your calls.
• Calls received during Standard Support Hours will be addressed immediately, or responded to within two
hours of the initial call /contact.
• All OTS support personnel carry advanced Altiris certifications and possess a solid understanding of the
nuances associated with supporting large /diverse enterprise environments.
• With more than 35 years of combined field experience, OTS has culled and developed a comprehensive set
of best- practices for the Altiris framework that only several years of hands -on experience with a diversity
of customer environments can speak to. The knowledge gained by our support team goes well beyond
textbook and classroom training.
PROPRIETARY RESTRICTED — CONFIDENTIAL
Disttibufion, possession and: or any other use of this document by any pan} other than vpmcilicalty authorized Oran I ecbtuoal
Solutions employees and / or agents is explicitly torbidden.
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Omne Technical Solutions Project Support Agreement
1.4 Approach
Our approach to providing high quality remote /onsite support stems from the frustrations that our customers have
communicated during our numerous professional services engagements. We believe that all issues should be dealt
with promptly, with a knowledgeable, technically qualified, consultant who has strong insight into our customer's
environment and needs.
1.5 Service Deliverables
The Omne Technical Solutions Project Support Agreement delivers the following:
• Project based phone /email remote support for up to five (S) named contacts
• Four (4) hour response time for phonelemail and remote support
• Project based onsite support and consulting are subject to availability, additional travel costs and are at a
best effort basis
• The term of this agreement is for two (2) calendar months (11/1/13 — 12/31/13), or until all pre -paid hours have
been consumed, whichever comes first. Unused hours from the prior agreements cannot be tamed over to
subsequent periods.
1.6 Service Requirements
Customer agrees to the following terms and conditions:
• Customer agrees to provide OTS with remote access to the Customer's environment with temporary with rights
appropriate to complete work being requested.
• Customer agrees to provide named contacts with a working knowledge of Project(s) under this contract.
• Customer agrees to cooperate with OTS to perform problem determination and resolution activities as suggested
by Omne Technical Solutions.
PROPRIETARY RESTRICTED — CONFIDENTIAL
Distnbution, possession and /or iioy other use of ibis document by any pang otba 11w, specifically authorized Omne Techrucal
Solutions employees and! m agext4 is explicitly rorbiddea
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Omne Technical Solutions Project Support Agreement
1.7 Project Support Pricing
Project o Up to 44 hours of Remote Project; Support for City of Newport
Support Plan Beach `s Alfiris 7.x Infrastructure deployment ` $8,000
Pricing o Duration - 1111/13- 12%31/13
o Coverage hours — 9AM -6PM PST
o Support# 800- 681 -2207
o Option for an additional 25 hours $4'500
* ** Additional hours may be nurchased at rate of S180lhr
1.8 Authorized Contact Detail
1.9 Terms and Conditions
Onme Technical Solutions Responsibilities
1. All services will be provided remotely from Omne Technical Solutions to Customer locations. Where on -site
visits are mutually agreed upon, Customer will be billed hourly for actual services performed and for reasonable
travel expenses.
2. All services will be provided in the English Language.
3. Technical Support includes problem resolution services for technical issues involving Symantec Endpoint
Management products.
4. Remote Access. As part of the resolution process, Omne Technical Solutions may access Customer's system via
remote connection to analyze problems. Remote access may be a requirement for resolving issues remotely and
Customer will be informed prior to conducting this service.
5. Multi - vendor Coordination. Omne Technical Solutions will work with Symantec to resolve problems in a
heterogeneous environment, sharing diagnostic information and collaborating to provide a solution.
Customer Responsibilities
6, Licensed Software installed on all supported systems. For some incidents, the resolution may be dependent
upon the customer upgrading to the latest version of the Licensed Software.
7. Customer must designate Named Contacts in writing as part of this Agreement.
8. Customer may be asked to perform problem determination activities as suggested by OTS
Technologies. Problem determination activities may include performing network traces, capturing error
messages, and collecting configuration information Customer may also be requested to perform problem
resolution activities including changing product configurations, installing new versions of software or new
PROPRIETARY RESTRICTED — CONFIDENTIAL
Distribution, possession and I or any other use of this d,xument by auyparty other than specifically authonu:d Omne Teclinical
Solutions employees and !or agents i,8 e,pllcitly forbidden.
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Omne Technical Solutions Project Support Agreement
components, or modifying processes. Customer agrees to cooperate with such requests.
9. Customer is responsible for implementing procedures necessary to safeguard the integrity and security of
software and data from unauthorized access and to reconstruct lost or altered files resulting from catastrophic
failures.
10. Customer is responsible for procuring, installing and maintaining all equipment, telephone lines,
communications interfaces, and other hardware at Customer site and providing Omne Technical Solutions with
access to Customer's facilities as required to operate the Licensed Software and permitting Omne Technical
Solutions to perform the service called for by this Agreement.
Exclusions
IL
New Years Day
President's Day
Memorial Day-
Independence Day
Labor Day
Thanksgiving Day
Day Aftedday before Thanksgiving
Christmas Eve:
Christmas Day
New Years Eve Day
1.10 Project Support Renewal
This Project Support Plan may be renewed at any time in writing or by email to Omne Technical Solutions.
Sufficient change in scope or terms of the project, at renewal time, may result in OTS' replacing this agreement with
another.
1.11 Contact Information
Omoe Technical Solutions
25051 Campo Rojo
Lake Forest, CA 92630
855 -666 -3835
sales (),omnetech.biz
PROPRIETARY RESTRICTED — CONFIDENTIAL
Distribution, possession and /or any other use otthis document by any party other than spccitically authorized omne Tcchtueal
Solutions employees and i oragents is explicitly forbidden.
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Onme Technical Solutions Project Support Agreement
1.12 Acceptance
IN WITNESS WHEROF, the parties hereto have caused this Agreement to be executed by their duly authorized
representatives as of the Agreement Date written below.
Name
Title
Signature
Date
1,13 Services & Fees
Name
Title
Signature
Date
City of Newport Beach shall be responsible for all Service Fees as identified. in Section 1.7 Project Support Pricing.
Fifty Percent (50 %) of said fees are due and payable at time of acceptance of the contract with the residual due upon
completion of usage of the remaining hours. Should City of Newport Beach exercise the option for the additional
hours, the same payment schedule shall be followed (50a1a to start with remainder upon completion of usage of
remaining hours). Omne Technical Solutions will provide City of Newport Beach an invoice reflecting said Service
Fees along with this agreement.
1.14 Term and Termination
This Agreement shall commence as of the Agreement Date above and shall remain in force through December 1,
2013. Either party may terminate the agreement upon thirty (30) days written notice to the other.
1.15 At -Will
This Agreement is voluntarily entered into and is at -will. That is, either parry is free to terminate the Consulting
Agreement at will, at any time, with or without cause. Nothing contained in any company documents shall in any
way modify this at -will policy, and the at -will policy cannot be modified in any way by oral or written
representation made by anyone employed City of Newport Beach. Upon termination of this Agreement, Consultant
must return all documentation, equipment or other materials provided by City of Newport Beach during the term of
this Agreement.
PROPRIETARY RESTRICTED — CONFIDENTIAL
Distribution, possession and / or any other use otthis document by airy p;uiy other than specifically authorized Omne Technical
Solutions employees and; oranents is explicitly tobidden.
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