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VPLS SOLUTIONS, LLC
INSURANCE ON FILE 14-2018-171 ORK MAY PROCEED INSURANCE EXPIRES CLERK OF COUNCIL DATE: SEP 1 0 2018aItElrFlr{rta�rc O^ .• 1-T 0) TO Pi�t?WDE FOR �'it""«'ET SERVICE Ul, tw THIS AGREEMENT is mode and entered into this 261h dAy of August, 2018 by and between Wf glutions,LIC,aCatiforniaalimitedhabdity company ("Consultaant"),and theCityofSanta . Ana as charter city and municipal corporation wgwiit:ed and existing carder the Constitution and laws of the State of Californias RECITALS A. The City desires to retain a consuluraat having special skill and knowledge in the field of rvpI acing the Chy`s txi sling Cisw ASA, figowull with, a steandaalonc FordG ate 60ODs and a FornAnaalyzer 0,11L City will iae atsulling and configuring and Consult."t, will i'siv'teu the c on- igurafio a for b+:s-t pracfica, I3. City= hal previously engages! Consulttaatt can lv eh 7, 2ii It v�aa Ag*seeaaseaat a'Ear, %3- �EiIS 11 t} fur these services. true to unfureseep procurement delam senices couict not begin until July 1, 2018, 11mvever, the Agreement r spBircd on ;Curse 7, 2018, and the option to Wend was not exercised_ Due w this delay, no functs frarrra Agr ment N-21018-050 were expended by the City, City would fike to re-en.gaagge Consultant to complete the is ics s contemplated under Agreement. No. Al -2018-050. C. Cansuttant mprescnts that Consul toot its able and willing to provide suclaservices to the City. IC, In undertaking the portormau of this Agreement, Co€ ultant represents that it is know,tedgeahle in its Hell] assad haat any services p onncd by Consultant under ibis Agreement will be parfbrwed in mp]iance with such stiaandaards as may reasonably be c pected frnm a parAssionsal c onsulfi ag fiTin in the field. *1CyW THEREFORE, in consideration of the ntutcaal and respective paromisea, and subject to tate teens and conditions hereinafter set forth, the paaaxaes agree as follows: SCOPE QF SER VICES Consultant shall Mform during the t= of this Agreement, the tasks and obligations including ala lultor, materials., wils, espuipaaact. And incidental customary work required to fully and adequately oamptete the services descTilied and attached as Exhibit A, said incorporated by refierence herein, 3. COMPENSATION a. City atgrces to pay, and Co a i;tI 7 at agrees to Accept as total P,-ayrnent for its $anry = for City, the tastes and charges identified in Exiathit A. The total amount to he expended during tine tams of this A,gre ent shall not exceed S20M. Page y of 8 b, City shall recognize and play invoices for arsy services rtasde€e€t by the Consultant from the date of the expiration of Ag,reeniLut N-2018-050 through the; o€ active date of this Agreement. c, Payment by City shall lse made nithin 45 days (Forty-five) days followri g receipt of proper invoice evidencing wvork perl'a mie d, subject to City accxrunting prt eedures, Payment tweed not be made for work which talks to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. PIESHWIM `Cisis A rezinent shastt csattamenec can the cuts; first: written above and continue until Aas st 19,120M with the option for the City to grant up to a one Q) -m+ ad,%.%enet aL exercisable by a writing by the City Mini ager and the City Attorney, unless terminated earlier in accordance with Section 15, below, 4, TNDEPPItiEiTaNT CONTRACTOR Consultant shadd, during the entire term of this Agreement, be construed to be an indupendernt contractorand not an employee of the City. This Agrmnent is not intended norshall. it ba construed to creme an employer-cinployce relationship, a joint venture relationship, or to allow the City to exercise discretion or controlever the profiessional manner iri tvltich Consultant perl`brois the services which are the subject matter of this Agreement, howover, the spices to be provided by Consultant .tut shatld be provided in a maauner consistent with all applicable standards and regulationx governing such scrvi w. Consultant shall pay all salaries and wages, employers social security taxes, unemployment insurance and similar outer relating to employees and sltatd be responsible for all applicable xvithholcding taxes, 51 OW'NERSHIP OF MATERIALS This Agreeucnt creates as nonexclusive and perpetual license for City to copy, use, modify, reuse, or sublimnse any and all copyrights, designs, and lather intellectual property embodied in plans, specifications, studies, drawings, estimates, and lather documents or ,works of mulsorshsp fixed in any tangible mciffitsrn of "pression, including but not haided to, physical drawings or data magnetically or otherwise recorded on computer diskettes, which are prepared or caused to be prepared by Consultant under this Agreement ("'Documents tints & ]ata"). Consultant "I require all rsubcoritra ors its agree inn writing that City is granted a na n -exclusive and perpetual laoertse for any Documents iib data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to lick any and all Documents & Data. Consultant makes no such representation and warranty in nogard 41 Documents & Data which were. 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 Stich use not arithira the purposes intended by this Agreaansetit shtald be at City's stale risk, & > NsMANNE Prig to undenakingperformance nfwork under this Agmcmcett, Consultant shall maintain and shalt require its subcontraa tats, Wary, a ry, to obtain and maintain insursiacc as described below; a- Commercial Consultant shill ma main commercial general Haxbility insurance nanung the Pity, its officers, employees. agents, volunteers and mpreseniativetas additional insured(s) and ihall include, toueuotbe limited to protection against claims arising front bodily and personal injctryP including death resulting therefrom and damage to property, resulting from any act at occurrunre along, out of Ccanstattant's operations in the performance, of this Agreement,, including, without limitation, arts involving vebiclLi The amounts of insurance shall be not less than the ibilowing; single limit coverage applying to bodily and personal injure, including death resulting tla frtaata, and pmperty damage, s"ra Mite total amount of S1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City, its officers, cmployees, aagrms, and representatives as additional insurcd(s)i (b) be primary anti run contributory with resperet to insurance or self-insurance pirograaaas maintained by the City, and (c)ci main standard sepanuion of insureds provision& b, l tih(rasakrs nett ti abllc Habdixy ios ounce, or equivalent form, with a combined single limit of not less than $1.000,000 per accutr=e.. Such insurance dealt include coverage for owned, hired and non-aawmed automobile . c. 4)?sar s z"as t ryciEpeatsatieaa lnsurunci : In accordance with the provisions of Section 3706 of the Labor Cade, Consultant, if Consultant has any employees, is required to be ins-ured against liability for worker's compensation or to undertake self- insurance. Prior to the prerforn-lance of the work under this Agreement, Consultant agrees to obta3:n unci maintain any employer's liability insurance with limits not less than $0000 0 per uccidcm, ti. If Consultant is orompipysa liccosc4prolessional such as an architect or etapiraefr Sera r sional liability (mots and omissions) insurance, with as combined single limit of not less than $1,000,M) per claim with $2,(M,000 ,000 in the, aggregate. e, The following requirements alroply to the insurance to he provided by Consultant a..' t to this sectiom i. Consultant shall rnaw xdn all insurance required above in full force and effect fat the entire period covered by this Agreement. ii. Certificates of insurance dealt be furnished to the City Mean execution of this Agreement and shall be approved by the City, iii. Certificates and policies shall state that i1c; pubcies shhaall oot be canceled or reduced in coverage at changed in any !other material aspect without thirty l30) days prior written notice to the City, iv, Wh4z!re the tunounts or coverage provided by the ceatifictues of insurance provides c°aac=crrsge greater than those lastest by this Agreement, the amounts provided by tit;: ocrtificates of insurance shall be incorporated by reference halts the Agreement, v. Consultant shall supply City w uh s fully executed additional insured endorsement. r If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or reNses to furnish the City with required proof drat insurance hags been procuredand is in for"- and d patid for, the City shall have the riot, at the City's el -tion, to forthwith terminate this Agreement, Such termination shall riot affect Consultant's fight to be paid for its time and materials expended prior ta7 notifia adon of tertmramon.. Consultant waives the right to receive comperuinion and agrees to iadrriinify itis^ City for arty work performed prior to approval of insurance by the City. INDEN INdFtCak"f'tO?4 Co€)suln aat agrees to defend, and shalt indemnits° and hold hanuicss the City, ii. officers, agents, earaployees, contractors, special counsel, and representatives from lirataility: (1) for personal injury, adamages, ust compezasatiora, restitution, judicial or ealnitable relief arising out ofc1orms; to, lsersonal injury, including. deatlt, and elaairres for property damage, avinch may arise front the m dig rat operations of the Consultant, its subcontractors, agents, employees or rather persons acmnt on its behalf which relates to the sctrvic e is described in section t of Ibis Agreement; and () from any claim that personal injury, daamatges, just srarrspea tatia)ra, rc3titution, judicial or equitable relief is due by reason of the terms of or ct1ccti aarishig from this Agreement. `iasis itudenmity and hold haarsutess agreement awppl."- to alt claims for damages, just compensation, restitution, judicial orequitahte reliefsufered, or alleged to have beco suf3crc4, by mson of the events referred to in this Section or by mason of the terma of, or efl's cis, U ising leans this 4greciner€t. 't tie Consultant: further agrees to indemnify, hold harmless. and pay zal l costs for the defense of the City, Including fees and costs for special counsel to be selected by the City, r rding any notion by a. third party challenging the validity of this ,Agreement, or asserting That }awsontal injury. d,°anrt€gcs„ just compensation, restitution, judicial or equitable relief due to personal or property rights arises by rea )rs of the tmms of, or effects raising £roars this Agreement City may make all reasonable decisions with respoct to its representation in any legal ptoccedtatg. f+lomithstarding the.. tbrogoing, to the extent Consultant's raarvicr s are subject to Civil Cade Saction 278 .11, the above irdenanity, shall be limited, to the extent required by Civil Code Section 27818, to climes Bradt arae out of, pertain to, car relate to the ztaglsg„cna e, recklessittss, or willful wttiseaanduct of the Consultant, S. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant &hall defend and indemnify tate City, its officers, agents, rcptesontsuves, and employe" against any and Lill liability, including costs, for inffingerment of any United StatW letters patent, tradcm a&, car cap)dght, infringement, including costs, contained in the•work product ordocuments provided by Consultant tie) the City pursuant to this Agreement. 1 RECORDS Consultant shall keep rovorts and invoices in connection with the work to be performed under this Agreentent. Consultant shall maintain complete and accurate records with respect to the costa 3mcarrred under this Agpeement and tiny semi,es, expenditures. and disbursements Page 4 of S charged to the City for to mininnan period of threes (3) years, or for any lunger period required by law, from the date of final payment to Cousulwt under thiw Agreement. All such records and invoices shall be clearly identifiable, Consultant shall allow a rtspresentative of the City to examine, audit, and mak-c transcripts or maple of stalls records arid my either do urttents created pursuant to this Agreement during; regular business bourn. Consultant sheen allow, inspetion of all work, daatu, dateunacnix, proceedings, tarsal activities related to this Agreement for as period of°three (3) years front the slate offloal payment to Consultant under this Agreement, 10. CONFIDENTIALITY If Consultant receives frena The City irrfi xatian which dace to the nature of such information is reasonably understood to be confidential and/or proprietary, Consultant agrees that it shall not use or disclose such information except in the performance of this Agreement, and further agrees to exercise the same a3a sgat,°e of care it uses to protect its € wn r'ss aura ion of Eike importance, but in no evert Itis thin reasonable care. '*Confidential Intbrmaaion" shall include all nonpublic inConnation Cotr dent`satl irnbrmation includes riot only written sn%rmtration„ but also information transferred on dly, vis-uadly, electronically, or by sautes means. Confidential information disclosed to either party by any sulasuliary and/or agent of the other party is covered bythisAgreernent. The foregoing obligations ofnon-use and noudiss losurc skull not apply to any information that (a) has been disclosed in publicly available sources; (b) is, through no fault of the Consultant disclosed in a pabliety available source, f0 is in rightful possession of the Consultant vwithout an obligation of confidentiality; tdl is required to be disclosed by operation of law„ or (e) is independently developed by the Cowultar€t wt ithoart rcfc .race to information aiisclosed by the City. I1. CCtISEItLIC7OrINTEREST CLAUSE Consultant covenants that it prestrstly lass no interests and shell not have interests, direct or indirect, whichwould ould conflict in any manner with perfcsrnaance nt se vices speclffied under this A eentent. 11 lyeTSCAIN iIwlATION Consultant shall not d scrirnsnate because of race, color, creed, religion, saga, ruarrital. status. sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitmtt nt, s l laoa, trainin& utilization, promotion, termination or other employment related activities. Consultant affirm that it is an eclual opperrruoity employer acrd shall ,damply wvith all applicable federal.. starts: and local Maras and taagubataaans: 11 E CLLSIYITV AND ,4MENDIMFM This Agreement represents the complete and exclusive statement between the City +tired Com-uhant, and supersedes any and all other agreements, oral or written, b,atwwPeen the piartie& In the event of a conflict between the: terms of this Agreenteat and any attachments hereto, the terms of this Agreement studl provin1. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative c$3 Consultant, The parties agree that any terms or conditions of any purchase order or other instrument that arc inconsistent with, of in addition acro, the terms and conditions haereot shall not bind or obligate Consultant at the City. Each party to this Agreement as rso wledpgcs Haat no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf est" assay party, which is not embodied herein. [A, a 4SSpC;lcll+r'lEN-r Inasmuch as this Agement is intended to secure the sp tvial zed services of C;ousultartt, Consultant may not assahn, irarWier. do egatc, or subcontract any interest herein without the prior written consent of the City and any such assi�mmem, transfer, delegation or subcontract kvithout. the City's prior written consent nt shalt be considered null and voi& In cascq ofmerger or acquisition by an outside party, Consultant shall provide City with a latter or documentation evideneing the change its the succeeding pattylentity mune which City, absent invoking, the termination clause below, shall recognize nize toot, purposes of completion and compensation of services provided in furtherance of this Agreernent, Nothing in this Agreement shall be coartstrued to limit the City's ability to have- any of the services which are the subject to this Agreement performed by City prersormel or by other consultants retained by City. 15. TERMINATION 'This Agreement may be terroie_wated by the Cat.), upon tlsirty (50) clays written notice of termination. In such event, Consultant shalt be entitled to receive and Ilse City shall pay Consultant compter:sation for all seMces performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of said, paeynrcnt, die Executive Dita crow may require Consultant to deliver to that City all work product(s) completed as oft such hate, and in such case such work product shalt las° the property of the City awnless prohibited by law, and. Consultant consents to the City's use thereof" for such purposes as the City deems appropriate. b. Payment need not be nutdc for work which tails to meet the standard of performance specified in the Recitals of this Agreement, t No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreernent shall be effective unless itis in turning and signed by the party witiv oh, the breach, Wore, right or rented y. No naives of any breach, fa4ure or right, or rerrrc:dy shall be deemed a walver of any other breach, t:upare, right or ret iody. whother or not similar, nor shall any waiver constitute a continuing waiver runless the writing soy specifies;. 11 JURISDICTION -VENUE This t` greemcnt has been executed arad delivered in the Stateof f California and the Validity, int eepr tion, prerfhanaance„ and cstfnrcerncut of any of theclauses of this Agreement shall be dclennirwd and g ovcrned by the laws of the State of ca ifilraia. Both paarties Further agree (flat Orange County, California, shall tae the veruic for any action aar procreding than may be brought car arise Out Ot isa Conncctian with or by reason of this AgTteroent. IS. I'€E[IfTS; IONA.L LICENI.SF Consultant shall, throughout the terns of this A , cart, tnainta sa all nueescaary licenses, permits,, approvals, waivers, and exemptions necessary for tite prOldSiestt Of tits services hercunder and t°cveluircd by the l twi :kind regulations of the United tattc�, the State of California, the City of Scuta Ana and all other governmental agencies:. d:saamitdtaant shall notify the City immediately attar# its writing of its inability to obtain or saatuntain such permits, licenses, appruvals, waiva.M and exemptions. Said inability shall be cause fair terms nattion ofthis Agueet�etkt. u. E'tch UndwiVed refressaats MW wUroauats that its signature his below has the power, authority and right: to laical their respective purnies to each of tate terrms of this Agr tneast, soul shall inderratsif0 City f"utly+t including; ret onahle costs and at aatasey's f"cu-a, for any injurics or datuageas in City in the event that such authority or power is not, in fact, held by the signatory or is %,ithdri%vu. b. All Exhibits referenced herein and satttehod hereto shall be ineorp- or:atcd as if fully° set forth in the body of this Agreement, 211, 1!d+ttTICY Any notice, le aaler, demand, delivery, or rather communication pursuant to this .ak rcvmeut shall he in writing and shelf be deemed to be properly give" if delivered in per -on or mailed by first class or certified mail„ perstaaZc prepaid, or sent by fax or oilier telegraphic communication in tate n auric -r Provided in this Section, in the fellowingt persons.. TbCity. Clerk of the C4 Council City of Santa Ana 20 Civic Center Plaza (M-30) P0, Box 1988 Santa Asia, CA 92702-1988 Fax. 714- 647-6 950' With Cuut-test' Copies to: chier Technology Innovations Of eer City of Santa Anna 20 Civic Center Plaza (M42) P'O. Box 1958 Santa .Ansa, California 42702 N-2018-171 To Consultant: PLS Solution,-,, LLC Attn: VP of Sales 1744 R.atella Ave., Stu. 250 Orange, CA 92867 A parr may charxge: its address by giving, notice in writing to the other party. Thereafter, nary ceras mullication shall be addressed ,and transmitted to flit new address.. If sent by »rail, communication shall be effective or des ned to h8ve been given time til days atier it has been deptasited in the United States fruit, duly registered or certified, with p4astage prepaid, and addressed asset forth above, If sent by fax, cortununication shall be effective or cieerned to have been given twenty -tour (?4) hours alter the time set forth on the trtuasanission report issued by the transmitting facsimile machine, addressed as n,ct fmih above, For purposes of calculating, these time frames, weekeads, federal, state, County or City holidays shall be excluded. IN WITNESS WHERECE, the parties hereto have executed this Agreement the date and year first above written. A`rr'E T— Ic', nrta D, Hui -tar � crV4of the Council "PROVED AS TO FORM. SONIA R. CA.itVALI.1 t City Attorney John 1� �F'- Assistant � . ,l RECOMMENDED FOR APPROVAL: tau ittlla Cha Tt hnology Innovations Officer informs on Technology CITU OF SANTA ANA Raul (xi dim t tl City Itfaa.. r C'ONSULTAS+ T - TialI fs ,.a X Pagc 8of8 SCOPE OF SERVICES and QUOTES Services N-2018-171 syr • Company will feat in blocking node to a later mainlenanoa window `FSSO Vents aft ctfriatatfy, Wtak on 6main servers and worldng with Pob j + �hez> eg.s,k� pristll lzs narrr�t#� �a�ta AD * cMrn pq�lst tai` ssarrdt?nSe�raEl4r wttls AtJ +t�ts'y contig gtoops to Mler'to Fertigeta w4 tis into poWas- Foi%ua'JA WIF ' 6 Web with rtvleh4V:FS$O AD grnups * These profifes need to match Mier rsofr ProW 9=ps s These pmfli®s vlrll be for intatrref segmented stt6niits Verily all web her. prr Xes fled to domain admire Review web Mier p[aCles iu massRkcn Heade for Inillat tuts vor Changrt web filter p to Wkking mcrua dutlar a WOWS ma'nterwrica window Use $0 inspadiron ror haps traft; AV pr&kle.and apply mothers applirabfe ..:dap omW prof fa es for lntainof, sagrnented atibnets Knowledge ff °analar of woik parf6f*d Pulsaic ubtaty-sutanet I network nt ftvww 3 wrh finlet pr afrtes far Puttf c Gbrscy 1 �ubt t In filter OiWai should tctr lap with the a curr@glt xrstbsanse pry + SOL 1iiP�gan fol tOtps c App aarrtLLtpl prctfrfesto trsWin &njoncOon with wt-6 titter profiles ite* ronfigutatidn is In4t4 withi''!"oltlott but Plikekee Test silent wgl 6at9 tt Et tra test web frftor profiles domourt tee# Policy t teal with chain a;S partrf on tW63 t*ortlArxstyxar « .ploy arael a�lrbgura ra�iAnayxst « setup �yat�,rs acrd m , + vl�'tare systean r1e4Eis ri R&Afrrg, DN, NTP, LDAP . Configure FortiGWOS tos 3yO699 to FoetlArratyaer ."C3aifigure up b Band , • Ogure tp ;a avant herrdtrar • Reglsfat deyfcas an FcfiArta tfrzer and odnfrgurer d ik Quotas Work nrnpfka and 81911 Off + KA**A4edge trw0ifer Of tiff work ffp fern • Answw any, pwt "pteme6tation;quealtcuaa • Ovain wo* meta l sign off _3'�f ,rte �r!�w.,. !v�y .;�y+.,_ :•� ptr;; a_„G---'r' EXtSit.Alt A - 2 QUotes (NTE $25x) STAB EiVltf T O WORD 'shim St4tanvrl or WeA CSOW) dated November 28,201 i S entered @nto by and b--Jw rt VPLS &alutinna,, ice. and C tty of Ails; CaRforrds ('Cpm*r).. vho aA p:in� oncit ai z I cmc owoor pl Sem+a i m CA, 4M 1,:Isouint to the lawns rd*80c4ct below, . scope of'sgRvljr.E5 1.1 The baOgmund sN sCope of this pr 'eLl is as da mtr, t_LU VAP MAO i the WflifigUraldfif for tial? €ac vc, FAZAME 1 2 dur[nq ihls engagernont VPLS Solutltrrrs. LL C vrill perform the #olEmdu serviced {the' eytee) Engngmnaot klckait kleeting +`'. f�B4'i�'Ar St�tettiertt aid VF3�i5 * warloand nshteork wpol6gy and ret okemf+ta � �%ttxn arsd andvraf Fortlfi . V@rrt}r AaRftuilfta[ Ie d Ono V41h Farfinal best omcii t/eMySNATs dONAU t aasfirtyr jm,4 arvmcgldig an VliesddfiATa w RavisW I'ir£r?warrr v and update as mquoea to wast zfi iz a velem Ft*mw com tqumfiart fPa t" ssApply Ci7�NafW Poky td FEutfGoe s Upd a ti�S 1 AV d6lln4l*% n Grtiset tbA bag did ort thts F matte (it lii able) C Setting nos add olaft * Ctx Owing FGrti43uard t oWngs Setup AddWmt etor ac uzT on FattGato pm* access fayremanapment. eactl of the U tetter Intantal subnets t network soOmont • IPS sonor dorepf bio ogmeft + Stmw cUiitor#'ted how to use IPS fusers la pud and di ,i Configure IPS, mnsdm for yeti servers M "niW roode Config(m fCt CTtsntB' in rnonft ire Services 1,1i 'roe fokwfnj; lim oxpre Iy not, IfIL sn-Pf of Services And 0 SOW, yWithin Y ; Conf guration of non-Fdrunef equ(prgietil 30 Psofesslarxal 36 Noun of Professional Services at mate $325.011 �522'.ttli S8,1GE1 1l9 Soros" S A.Itw Hum 9Additional Hours at state $300..00 S30Q.thi $2.+1a10.G0 ire Optional Hours 16 opttneal professlonal services hours for additional services.. UPts': Solutions will only Invoice the City for these hours when the My tealttas"t5. City of Santa Arta - Fortinet Services Quote - VPLS Solutions Prepared by: VPLS Solutions, LLC. John Mirmix (310) 597,9&89 fax ($65) 599.9593 f sni#;nxQv7liio'viinns.u„rr Quote Summary Prepared for My of Santa Ana unkisan 5a'aa Ana. CA 52701 TWa S,ainkr mfetnergrSanta •a na..org i�klSrlk' �4lfCTYSfSe�ttGln� Quote 0. DISSES Version. 1, D vey Date l2ji4/2017 fxnira%ion Date: 1.^,13117DI7 y} 54N#ccs 534.1�ai.P}� Tot's 414A=WVrY4 Y ' 4 left optfccnv Not 30 TOTM o' Unr -Tirene r taVmems OD Shipping, handling and rather fees may apply, we reserve the right to cancel carie.*s arWng from larrtlne or other errors. 9y signing, t affirm that! am authomed to sign for purchases an behalf aro my organircrtirsn. Signature VPLS Solutions Re turn and Cancellation Policy • if VPLS Solutions made an error an your order, udc will dive you in AMA to return it at your request, • CaAm er donee lrnza returns wUl be considered aria case by caste basin • whe,. yaij know you have product to raturn, ask for the RMA as soon as you Can, The quicker we work topther on the issue, the more ROY We will achieve asuccessful resolution together. • We request that the product is Peturrnesd within 14 love in order to to Wyats risk for 4PLSSola,tains and etur partners, • When opening packages from WILS 50hitioos, please take care to retain packaging mine t~vent Haat a reouni becomes necessary, • Please plat the AMA number an ouisid,e carton when returning product We cannot Octept returns without an • RMA number clearly mattes, • VPLS Solutions reseaves the rpdht to chati e a raitatking or handling fee. • VPLS Solutions` workmanship an integrated orders is warrantad for one full yearfaorn dale Of shipment Now to Rket eet an RMA„ You can request an RMA by phoning the VPLS Solutions Return Si-�pport Center at 213-06-90¢8r2, or by submitthig, a request to.. aCcti,.rnrinp f�1 rrBssetutiorw;.-tan« Payment Terms - rill unpaid invrrices, 0all spear intore t as an amount egarsrl to J-1/2% of inn oulviaiunng tratanca. per month (or the rraaximuni rate of ustesest alloyed to be contractiad for by taw, Whichever is lessi, commencing upon the date payment h due. Buyer's failure to make ximety, payment may result in sleds artless ac commencement of proceedings for Collection', revotatlon of credit stoppage of sNpms iL delay or cessation of future dfNverlel, repossession of unpaid delivered goads anti U minatior of anyone or mart sales agreemenvi. A 3% Convenience fee will be added to all rnida card aardes. VPLS Solutions is pleased to prescrd this Quote to Customer- Custamer may place its artier by signing below and returning this Quote to VPLS Solutlism by facstmde or male, or by aubmttting as ardar'to VPLS Sclutions, on Customer's purchase order farm or other order Parer approved by VPLS Sotu Lions, signed by Customer and which reference t#us Quote Customer's order ssztb,�tt to iPt55a1uttc 5 It credit and Acceptance rnrinements. VPL% t lu;€ ns, aA 1ppkasabig, r ay aeeept as crt§er by taromldb ag Ct stQkner a writtet coribmichian of acceptance, swat by mall, facsimile it, other elf,nlc means; tt1" shiftptng meproduct; dr try bagirartmg par#r�rmanra at vailue�added wart or services.. VPLS 501ont rei„ pr+or to ifs aceaptanx.e of C.,,€stdo er's order, may change this Qciisltt. Customers rest 1pt of a champed Ctuote is WFLS 5olution%la rejection of this Qiuote. Cttstom4r`s orCdse is gdveraed sofeiv by any apinkatie, written agreement signed by VP65 Solutioms Died Customer In which the Partkn Merul to appty Sat this ruder, or if there ks no such written agreemana, by VVIS Soluticns's standard Tennis and Cord+tions avaalab8e an reci which appear on VPLS Saalutioni's packing APS and rnv6ces and by this referesra+: are knrorperiltei herein. Also, If there ti nes such written at ROMeAM CUMMMrs refexeace to his iauute in its order is customar`3 agreement that nn3y VPtSSo!u1;jays's Terms and Conditions apply to the ardor, Freight Damage. VPLS 5otution, standard freight serviras do not `mo der freight insurance. For ALL customers, whether factory Drop Ship or shipped out as Vets Salubrial'swarehouse,tale and risk of loss pass to You upar9 d1biv6tq Of the Products to the asnar. Alt freight damage is your wale rasponzEhlhity and If freight is damaged or lost cualig transit, you MUST work. wAh tf'se carrier to tesok m any outstanding height ir..surm fretgm insurance. Untess csth: wrist spacitied m your Dinkiest aOrder. all otters are bt&, d Without firv%ht W%Urants+. it YOU arMAd 1{'re to have freight insurance for this o: d€:r µlease contact ystur VWLS Sola:iami account Manager ar specify on year yurchasc artier that you wou€ci filo* premium insured freight.. tt you would Eike a suote for Orem IIAM Insured freight please contact your VPL5Solutions acctaum manager. fuel Surcharges Please noir. that beginning ne August § VPLS 501000WN be separetirtg out: the fuel ittf0eige from the freight expense .and addlagr this furs surcharge as a separate tine item to all invoices for orders shipped from our warehouse and for orders shtpped from our factory crop ship suppherli, except where tire freigntexpense from drop sluts order �s ail Quotation Sammary Cuopmer', bV its signature below, places It- order to WILSScitutiors fur the Products and seiv(ees to this quote. Orden may be rmiumed viai email to quatns�wpissolu ssuts.coan Sal vim Scvvitc « T&,M 43 btfori 7AN3 jerrlrrA as tar ust-d itrtvafwh Paliee DtParttttettt . Ha "" ?aiit;SWG.iMt7 Arewaih and T SIG proxy at rata SIZIA per hour. �'ubmkai: S10,80000 City of Santa Ana -Service - T&M - 48 Hours Quote Infom, rition: Prepnmd Idr: lImpar! by : 4)atitte#-.024'32 [dtyatSxataAna VMS* Soluli s,L:LC, "eniow t -10 {..YVir Centel MwM John MInwx Dclwery Da=,E. (MIT2019 Saha Ana, CA 9 701 k3In) 597 -Ms Lapuattan Dmc 09r4&21(1:8 %f&V Fctner ru ($0) 5"A9.3 9.3 (714t 647-5-10D aminnrxC� IxtPu3cr .c say exe€asaeeetianses:a-anx��r,� Services I S ti.S4kU.$itt 7"nta€ Stdt.SilEh OO Pay42lto••.nt Options 7777 77�� rcriti C1p1.4tt9.ax _ Net 30 ._ k t`.iiitim testi' iliEnSk6.t3 Summary of Selected Payment Options Sl ippin& flan Sting and other fees msw' ofpSy. We rinwVe ttte right w camel ordc" arissarr Sham gracansE or nthcr errors 1iy si fni% 1 a3f'irnx that 1 Hatt nudwdzait to sip for puruitasua en bchAff of esu oTasatratit+at. `a'PLS Solutions, LLQ:. City of Sama °arta sa'igtrsture:: .. Raa taa: )oho :'tihm 1 x fiz3e: WorsaEcs 5 iga n v r 0 : Rant^"c Mike Feta ct IM Total of royettratt& 510,800.00 Sl ippin& flan Sting and other fees msw' ofpSy. We rinwVe ttte right w camel ordc" arissarr Sham gracansE or nthcr errors 1iy si fni% 1 a3f'irnx that 1 Hatt nudwdzait to sip for puruitasua en bchAff of esu oTasatratit+at. `a'PLS Solutions, LLQ:. City of Sama °arta sa'igtrsture:: .. Raa taa: )oho :'tihm 1 x fiz3e: WorsaEcs 5 iga n v r 0 : Rant^"c Mike Feta ct IM LNUw1welIll -1cL\111111e11150 ACO,z[a' CERTIFICATE OF LIABILITY INSURANCE DATE (MMIDDII'YYY) 04/17/2018 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License 1110252636 Sure uard Insurance Agency 2342 S. Pointe Drive, Ste. 260 Laguna Hills, CA 92653 N-2018-171 CONTACT 7 A°NNe, Ext): ( 14) 464.8010 jalc, No):(714) 333.1180 ADDRESS EMAIL 72SBMAPSOOI 02110/2018 INSURERS AFFORDING COVERAGE NAIC M INSURER A: Sentinel Insurance Company, Ltd. 11000 DAMAGE TO RENTED PREMISES Ea occurrence) $ INSURED INSURER B: Hartford Fire Insurance Company 19682 INSURER C: VPLS Solutions, LLC D : 1744 Katella AveINSURER Orange, CA 92867 INSURER E INSURER F: AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X AURT060NLY 'X AUTOS ONLB COVFRACF.R CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT VATH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR AJITYPE OF INSURANCE ADDL NSD SUBR p POLICY NUMBER POLICY EFF MM DD V POLICY EXP D LIMITS A �COMMERCIALGENERALUAEIIUTY CLAIMS -MADE OCCUR X 72SBMAPSOOI 02110/2018 02110/2019 EACH OCCURRENCE 1'000'000 DAMAGE TO RENTED PREMISES Ea occurrence) $ MED EXP IAny oneperson) 10'000 PERSONAL &ADV INJURY 1,000,000 GEN'L AGGREGATE LIMIT APPLIES PER POLICY ❑ JPCT 7 LOC OTHER'. GENERAL AGGREGATE 2'000'000 PRODUCTS-COMPIOPAGG 2,000,000 $ A AUTOMOBILE LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS X AURT060NLY 'X AUTOS ONLB X 72SBMAP5001 02/1012018 02110/2019 EOMBINEEDSINGLE LIMIT $ 1,000,000 BODILY INJURY Per arson $ BODILY INJURY Per accident $ PROPERTYr.det AMAGE $ A X UMBRELLALIAB X EXCESS LIAR OCCUR CLAIMS -MADE X 72SBMAP6001 0211012018 0211012019 EACH OCCURRENCE 410001000 AGGREGATE $ DED RETENTION$ $ B WORKERS COMPENSATION AND EMPLOYERS'LIABILITV ANY OFFICERIMEIETORp/PXCLUDEIE ECUTIVE Y❑F (Mandatory In NH) ryes, desenbe under DESCRIPTION OF OPERATIONS below 72WECGD3196 02/10/2018 02110/2019 PER OTH- TATLITE ER 1,000,000 E.L. EACH ACCIDENT $ E. L. DISEASE -EA EMPLOYEES 1,000,000 1,000,000 E. L. DISEASE -POLICY LIMIT $ A A Profess. Liability Business Owners Poli 72SBMAP5001 72SBMAP5001 02/1012018 02/10/2018 02/10/2019 02110/2019 E&O Per Occurance 1,000,000 1,000,000 DESCRIPTION OF OPERATIONS I^,LOCATIONS I VEHICLES (nAACO,,RD 101, Additional Remarks Schedule, may/bye aeacryh.dd if mo grelsdpace Is required) City of Santa Ana 20 Civic Center Plaza Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988.2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD T3-XJS A `CORD® CERTIFICATE OF LIABILITY INSURANCE DAT1/2D/Y1YY) 1/1 /11/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER Commercial Lines - (305) 669-6000 USI Insurance Services LLC CONTACT Risk Management Department _NAME: gement PHONEAX c o Ext: (866)443-8469(FMC,No: (800)889-0021 ADDRESS: Work.Comp@Trinet.Com 2601 S Bayshore Dr INSURER(S) AFFORDING COVERAGE NAICa _ INSURER A: ACE American Insurance Company 22667 Coconut Grove, FL 33133 INSURED INSURER B TriNet HR III, Inc. INSURER C: L/C/F VPLS Solutions, LLC INSURER D: 9000 Town Center Parkway INSURER E: INSURER F: Bradenton, FL 34202 COVERAGES CERTIFICATE NUMBER: 13823905 REVISION NUMBER: See below THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR LTR rypE OF ADDL SUBR POLICYNUMBER POLICY EFF MM/DDIYYYY POLICY EXP MWODIYYYY LIMITS COMMERCIAL GENERAL LIABILITY EACH OCCURRENCE S CLAIMS -MADE 1:1 DAMAGE DAMAGE TO RENTED PREMISES Ea occurrence $ MED EXP (Any one person) $ PERSONAL &ADV INJURY S GEN'L AGGREGATE LIMIT APPLIES PER: GENERA -AGGREGATE $ POLICY [:] PRO-JECT ❑ LOC PRODUCT$ - COMPIOP AGG $ $ OTHER: AUTOMOBILE LIABILITY COMBINED SINGLE LIMIT S EODaYNnU RV(Per person) $ ANYAUTO OWNED SCHEDULED AUTOS ONLY AUTOS BODILY INJURY (Per accident) 5 HIRED NON-OWNEDPROPERTY AUTOS ONLY AUTOS ONLY DAMAGE $ Per accident $ UMBRELULIAB OCCUR EACH OCCURRENCE 5 AGGREGATE S EXCESS LIAB CLAIMS -MADE DED I I RETENTIONS S A WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN OFFICE PRIET EREROL DED ERJEXECUTIVE E: NIA WLR C65625520 — 12/20/2018 07/01/2019 X STATUTE ORH E.L. EACH ACCIDENT $ 2,000.000 E.L. DISEASE -EA EMPLOYEE S 2,000,000 (Mandatory in NH) Use. describe under DESCRIPTION OF OPERATIONS below EL.DISEASE - POLICY LIMIT $ 2,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS /VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space Is required) Workers' Compensation Coverage is limited` to worksite employees of VPLS Soluuttioonns,s,, LnLLC through a co -employment agreement with TriNet HR III, Inc. City Of Santa Ana SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE M-30 THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 20 Civic Center Plaza ( ) ACCORDANCE WITH THE POLICY PROVISIONS. Santa Ana, CA 92702-1988 AUTHORIZED REPRESENTATIVE 97 The ACORD name and logo are registered marks of ACORD @ 1988.2015 ACORD CORPORATION. All rights reserved. ACORD 25 (2016103) VPLSSOL-01 BRANDONC , 11. R CERTIFICATE OF LIABILITY INSURANCE `� D01125120AM 19 01/25/2019 THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(les) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER License # 0252636 CONTACT Sureguard Insurance Agency 23427 S. Pointe Drive, Ste. 260 PHONE FAX LAIC, No, Eat): (714) 464-8010 AIC, N.):(714) 333-1180 Laguna Hills, CA 92653 AIL E-MDRESS INSURERISI AFFORDING COVERAGE NAICN EACH OCCURRENCE $ 1'000'000 INSURER A: Sentinel Insurance Company, Ltd. 11000 MED EXP (Any one erson 10,000 INSURED INSURER B: Federal Insurance Company 20281 INSURER C: VPLS Solutions, LLC INSURER D: 1744 Katella Ave Orange, CA 92867 INSURER E INSURER F: LIABILITY ANY AUTO ONMED SCHEDULED AUTOS ONLY AUTOS AUTOS ONLY X AUTOS ONL� COVERAGES CERTIFICATE NUMBER: REVISION NUMBER: THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACTOR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TYPE OF INSURANCE ADDLE INSn SUBR MO POLICY NUMBER POUCYEFF POLICYEXPLTR LIMITS A COMMERCIAL GENERAL LIABILITY CLAIMS -MADE ] OCCUR X 72SBMAPS001 02/1012019 02/10/2020 EACH OCCURRENCE $ 1'000'000 DAMAGEPREMISES ( RENTED MED EXP (Any one erson 10,000 PERSONAL &ADV INJURY 1,000'000 GEN'L AGGREGATE UMIT APPLIES PER: POLICY [:] JECOT F--] LOC OTHER' GENERAL AGGREGATE 2.000,000 PRODUCTS - COMP/OP AGG 2,000,000 $ A AUTOMOBILE X X LIABILITY ANY AUTO ONMED SCHEDULED AUTOS ONLY AUTOS AUTOS ONLY X AUTOS ONL� X 72SBMAPSOOI 02/10/2019 02110/2020 COMBINED SINGLE LIMIT unit)$ 1,000,000 BODILY INJURY Per rson) $ BODILY INJURY Per accident $ PerracE.cidenDAMAGE $ $ A UMBRELLA LIAR EXCESS LIAB OCCUR CLAIMS -MADE X 72SBMAPSOOI 02/10/2019 0211012020 EACH OCCURRENCE $ AGGREGATE DED I I RETENTION$ WORKERS COMPENSATION AND EMPLOYER$' LIABILITY YINER ANY PROPRIETORRARTNERIEXECUTIVE OFFICEWMEMBER EXCLUDED? (Mandatory in NH) It yes, describe under DESCRIPTION OF OPERATIONS below NIA PER OTH- IST UTE ER E.L. EACH ACCIDENT E.L. DISEASE - EA EMPLOYEE E.L. DISEASE POLICY LIMIT $ B A Professional E&O Valuable Papers X X 36027916 72SBAAR7133 05125/2018 1211712016 05125/2019 12117/2017 5,000,000 Property Coverage 50,000 DESCRIPTION OF OPERATIONS ILO AnOqSI VEHICLES (ACORD 101, Additional Remarks Schedule, maybe aKached H more space Is required) � T�j� u115It�1 . City of Santa Ana 20 Civic Center Plaza (M-30) Santa Ana, CA 92701 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD