HomeMy Public PortalAbout2020.04.09 XerillionDocuSign Envelope ID : 45768FE5-B884-4332-8747-2C5E22745C90
XERILLION CORPORA TIO GENERAL SERVICE AGREEMENT
(Pl ease email back to Cli entS ervi ce@ Xerilli on .co m o r fax to : 847 .61 9.7278)
This agreement contains the terms and conditions that apply to services provided by Xerillion Corporation
("Xerillion") located at 440 W. Colfax St. #2018 , Palatine, IL for City of McCall ("Client") with an office
located at 216 E. Park Street, McCall , ID . Both the parties agree to be bound and accept this agreement as
applicable to the purchase of services from Xerillion .
The Effective Date of this agreement is (Client to enter month/date/year) _'-_.{4/_q__.._,/,_~d~a~Q..~V~--
1 I
1. Xerillion General IT Services (the "Services "):
• General User Helpdesk Support and After-Hours Support: remote helpdesk during
normal business hours 7am to 5pm during normal business days Monday -Friday for a
user 's PC 's, Macs , mobile devices . Extended helpdesk phone-in support requests outside
normal business hours are covered on a 2 hour or less callback basis (typically 30-60
minutes) 7 days a week from 6am to lOpm. Email-in support requests after normal business
hours are provided the next business day. During the onboarding training staff will be
trained on when/how to reach Xerillion to get the support they need.
• Cloud Services (Microsoft 365) and Cloud Servers (Microsoft Azure) Support: If the
Client has purchased Xerillion 's managed cloud services product ("The Confident Cloud
Advantage") Xerillion will apply a proactive proprietary routine review process and
remediate all errors and alerts from that review . Xerillion will also provide full remediation
for alerts , errors and outages that happen outside the routine review process . Alerts that
happen overnight are handled by the on-call engineer with the goal of resolving the issue
before the start of the next business day . If the Client has not purchased a managed cloud
services support product, the Client understands that the Client, not Xerillion, will be
reviewing and managing their cloud services and cloud servers . Xerillion will then be
providing support on an as-needed/as-requested basis for the client on an hourly basis . Client
will be billed at an hourly engineer rate for any changes made on the back-end system
related to Office 365 , Microsoft Intune and the Microsoft Teams phone system that need to
be remediated by a Xerillion engineer.
• On-Premises Server and Networking Systems Support: support for alerts , errors and
outages for the Client's on-premises servers , firewalls , switches , routers , modems and
wireless access points (where support is not provided by other 3rct party vendors) provided
by monitoring (if elected by the Client), or by phone-in. If the Client elects monitoring or a
package that includes monitoring, the monitoring is done 24x7x365 by Xerillion 's NOC
(network operations center). Alerts that happen overnight will be addressed by the engineer
on-call with the goal of resolving the issue before the start of the next business day. If the
Client has not purchased a managed services support product, the Client understands that the
Client, not Xerillion , will be reviewing and managing their cloud services and cloud servers .
Xerillion will then be providing support on an as-needed/as-requested basis for the client on
an hourly basis .
• On Call Rotation : each engineer at Xerillion rotates a week on-call for any after-hours
helpdesk or systems support needs .
• Vendor Support: Xerillion will work with a client's 3"1 party IT vendors (Internet service
providers , phone service providers , business apps or websites , etc .) when issues or projects
arise around business software , and specialized equipment connected to the computer
network.
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Confidential Page 1 of3 3/13 /2020
DocuSign Envelope ID : 45768FE5-8884-4332-8747-2C5E22745C90
XERILLIO CORPORATION GENERAL SERVICE AGREEMENT
(Pl ease email back to ClientS ervi ce@Xerillion .com or fax to : 847 .619 .727 8)
• Routine Service Reviews: If the Client has purchased a managed service product , Xerillion
will schedule ongoing , typically monthly , IT service reviews with the Client's management
to review current IT work, past work, future projects with Xerillion Service Manager.
• Virtual CIO Reviews: If the Client has purchased a managed service product , Xerillion will
conduct ongoing , business technology reviews on a bi-annual or annual basis , where we
re view changes in the Client's business and how we can use advancements in technology to
build on their strengths , remove threats , and take advantage of opportunities .
• Computer and Phone Setups: Xerillion will support the client with services for new phone
setups , computer setups , computer moves , and setting up users on existing computers . These
fees would be separate from a fixed-fee service package. Setting up a user on a new
computer is $295 . Setting up a user on a computer already running on the client 's Microsoft
365 tenant is $195 . Setting up a new phone system user on a desk phone or the Teams app is
$95 .
• Projects: Xerillion will support the client with professional services for new cloud
services or cloud servers, new on-premise server and equipment installs, new
software installs, new software upgrades, system removals or system
reconfigurations . These fees would be separate from a fixed-fee service package.
• Fees and Quotes: Xerillion will provide the Client with formal quotes for any IT
service packages, hardware, software or subscriptions separate from this service
agreement. Those quotes are approved individually.
• Default Service Rate: Unless the Client has purchased Xerillion's Confident Cloud
Advantage managed services package, in a separate proposal for ongoing support
services, the default as-needed service rate is currently $180/hour for general IT
service and $250/hour for senior and project services, with a 15-minute remote
minimum and a 2 hour onsite minimum. For onsite service, if the Client only has
paid parking available, those parking fees will be passed on to the Client. Service
rates are adjusted annually each spring in April.
2. Up-To-Date Equipment Agreement. Client agrees to budget for and make ongoing investments in
their computer network to proactively ensure hardware and software is reasonably up-to-date and
under manufacturer warranty and support. Doing so will ensure the computer network is more
reliable and problems will be resolved quickly reducing downtime . IfXerillion identifies a
particularly problematic piece of equipment or software, client agrees to work with Xerillion to
upgrade , replace or remove equipment.
3. Term. Thi s Agreement will commence as of the Effective Date and continue until terminated by
either party in accordance with the terms and conditions of this Agreement.
4. Termination: This agreement can be terminated at any time by either party by email notification
with 30 days ' notice .
5. Invoicing and Payment Terms: Xerillion will invoice Client once per month. Invoices are sent out
promptly in the first week of the month . Client agrees to pay their invoices within 30 days of the
invoice date . Client agrees to pay a 1.5% late fee on any invoice amount for which payment has not
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DocuSign Envelope ID : 45768FE5-B884-4332-8747-2C5E22745C90
XERILLION CORPORATION GENERAL SERVICE AGREEMENT
(Please email bac k to Cli e ntServi ce@Xerillion.com or fax to: 847 .619.7278)
been received every 30 days past 30 days . Xerillion has the right to immediately suspend services if
any invoice goes 30 days unpaid .
6 . Limitation of Liability: Except as expressly provided in this agreement, neither party will be liable
for lost profits , lost revenues , lost business opportunities, interruption of business , data loss , or any
other direct , special , incidental or consequential damages arising out of or related to this agreement.
7. Anti-Hire Clause: Without the prior written consent of the president ofXerillion or Client, neither
party shall directly or indirectly hire the other 's past or present employees while this agreement is
active, and for a period of 2 years after the termination of this agreement.
8. Confidentiality: Neither party nor their employees will disclose , distribute, or disseminate in any
form to anyone information pertaining to Clients , vendors , processes , employee information ,
financial information , private information or any other proprietary information.
9. Guarantee: If Client is not completely satisfied with services provided by Xerillion , Client can opt
not to pay charges for those services . Client agrees to pay for any hardware , software or
subscriptions purchased from and resold by Xerillion. Client agrees to provide notice by email
within 30 days of the invoice date for service charges they are not paying for.
10 . Governing Laws: This agreement shall be governed by, construed and enforced in accordance with
the laws of the State of Illinois. The parties hereby consent to the jurisdiction of the courts of the
State of Illinois .
Wayne Chapin, President
Name , Title
Signature -Xerillion Corporation
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