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HomeMy WebLinkAboutVPLS SOLUTIONS, LLC-2018ALLCuRRF-N 1 INSURANCE NOT ON FILE WORK MAY NOT PROCEED _per CLERK OF COUNCIL C DATES o zro (R) GLA- E40: ,A/9J//? hoto : yf cdf17 WC : ,3/t/t8 AGREEMENT WITH VPLS SOLUTIONS TO PROVIDE FORTINET SERVICES 07t1./tp THIS AGREEMENT is made and entered into this 7th day of March, 2018 by and between VPLS C -T Solutions, LLC, a California limited liability company ("Consultant"), and the City of Santa Ana, a charter city and municipal corporation organized and existing ander the Constitution and laws of the State of California ("City'), RECITALS A. The City desires to retain a consultant having special skill and kriowledge in the field of replacing the City's existing Cisco ASA firewall with a standalone FortiGate 600Ds and a FortiAnalyzer 400E. City will be installing and configuring and Consultant will review the configuration for best practice. S. Consultant represents that Consultant is able and willing to provide such services to the City. C. In undertaking the performance of this Agreement, Consultant represents that it is knowledgeable in its field and that any services performed by Consultant under this Agreement will be performed in compliance with such standards as may reasonably be expected from a professional consulting firm in the field. NOW THEREFORE, in consideration of the mutual and respective promises, and subject to the terms and conditions hereinafter set forth, the parties agree as follows: SCOPE OF SERVICES Consultant shall perform during the term of this Agreement, the tasks and obligations including all labor, materials, tools, equipment, and incidental customary work required to fully and adequately complete the services described and attached as Exhibit A, and incorporated by reference herein. 2. COMPENSATION a. City agrees to pay, and Consultant agrees to accept as total payment for its services for City, the rates and charges identified in Exhibit A. The 'total amount to be expended during the term of this Agreement shall not exceed $14,100. b. Payment by City shall be made within 45 days (forty-five) days following receipt of proper invoice evidencing work performed, subject to City accounting procedures. Payment need not be made for work which fails to meet the standards of performance set forth in the Recitals which may reasonably be expected by City. Page 1 of 8 3. TERM This Agreement shall commence on the date first written above for a three (3) month term with the option for the City to grant up to a one (3) -month renewal, exercisable by a writing by the City Manager and the City Attorney, unless terminated earlier in accordance with Section 15, below. 4. INDEPENDENT CONTRACTOR Consultant shall, during the entire term of this Agreement, be construed to be an independent contractor and not an employee of the City. This Agreement is not intended nor shall it be construed to create an employer-employee relationship, a joint venture relationship, or to allow the City to exercise discretion or control over the professional manner in which Consultant performs the services which are the subject matter of this Agreement; however, the services to be provided by Consultant shall be provided in a manner consistent with all applicable standards and regulations governing such services. Consultant shall pay all salaries and wages, employer's social security taxes, unemployment insurance and similar taxes relating to employees and shall be responsible for all applicable withholding taxes. 5. OWNERSHIP OF MATERIALS This Agreement creates a non-exclusive and perpetual license for City to copy, use, modify, reuse, or sublicense any and all copyrights, designs, and other intellectual property embodied in plans, specifications, studies, drawings, estimates, and other documents or works of authorship fixed in any tangible medium of expression, including but not limited 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 & Data"). Consultant shall require all subcontractors to agree in writing that City is granted a non-exclusive and perpetual license for any Documents & Data the subcontractor prepares under this Agreement. Consultant represents and warrants that Consultant has the legal right to license any and all Documents & Data. Consultant makes no such representation and warranty in regard to 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 such use not within the purposes intended by this Agreement shall be at City's sole risk. 6. INSURANCE Prior to undertaking performance of work under this Agreement, Consultant shall maintain and shall require its subcontractors, if any, to obtain and maintain insurance as described below: a. Commercial General_ Liability hisurance. Consultant shall maintain commercial general liability insurance naming the City, its officers, employees, agents, volunteers and representatives as additional insured(s) and shall include, but not be limited to protection against claims arising from bodily and personal injury, including death resulting therefrom and damage to property, resulting from any act or occurrence arising out of Consultant's operations in the performance of this Agreement, including, without limitation, acts involving vehicles. The amounts of Page 2 of 8 insurance shall be not less than the following: single limit coverage applying to bodily and personal injury, including death resulting therefrom, and property damage, in the total amount of $1,000,000 per occurrence, with $2,000,000 in the aggregate. Such insurance shall (a) name the City,, its officers, employees, agents, and representatives as additional insured(s); (b) be primary and not contributory with respect to insurance or self-insurance programs maintained by the City; and (c) contain standard separation of insureds provisions. b. Business automobile liability insurance, or equivalent form, with a combined single limit of not less than $1,000,000 per occurrence. Such insurance shall include coverage for owned, hired and non -owned automobiles. C. Worker's Compensation Insurance. In accordance with the provisions of Section 3700 of the Labor Code, Consultant, if Consultant has any employees, is required, to be insured against liability for worker's compensation or to undertake self- insurance. Prior to commencing the performance of the work under this Agreement, Consultant agrees to obtain and maintain any employer's liability insurance with limits not less than $1,000,000 per accident. d. If Consultant is or employs a licensed professional ° such as an architect or engineer: Professional liability (errors and omissions) insurance, with a combined single limit of not less than $1,000,000 per claim with $2,000,000 in the aggregate. e. The following requirements apply to the insurance to be provided by Consultant pursuant to this section: i. Consultant shall maintain all insurance required above in full force and effect for the entire period covered by this Agreement. ii. Certificates of insurance shall be furnished to the City upon execution of this Agreement and shall be approved by the City. iii. Certificates and policies shall state that the policies shall not be canceled or reduced in coverage or changed in any other material aspect without thirty (30) days prior written notice to the City. iv. Where the amounts or coverage provided by the certificates of insurance provides coverage greater than those listed by this Agreement, the amounts provided by the certificates of insurance shall be incorporated by reference into the Agreement. V. Consultant shall supply City with a fully executed additional insured. endorsement. f. If Consultant fails or refuses to produce or maintain the insurance required by this section or fails or refuses to furnish the City with required proof that insurance has been procured and is in force and paid for, the City shall have the right, at the City's election, to forthwith terminate this Agreement. Such termination shall not affect Consultant's right to be paid for its time and materials expended prior to notification of termination. Consultant waives the right to receive compensation and agrees to indemnify the City for any work performed prior to approval of insurance by the City. Page 3 of 8 7. INDEMNIFICATION Consultant agrees to defend, and shall indemnify and hold harmless the City, its officers, agents, employees, contractors, special counsel, and representatives from liability: (1) for personal injury, damages, just compensation, restitution, judicial or equitable relief arising out of claims for personal injury, including death, and claims for property damage, which may arise from the negligent operations of the Consultant, its subcontractors, agents, employees, or other persons acting on its behalf which relates to the services described in section 1 of this Agreement; and (2) from any claim that personal injury, damages, just compensation, restitution, judicial or equitable relief is due by reason of the terms of or effects arising from this Agreement. This indemnity and hold harmless agreement applies to all claims for damages, just compensation, restitution, judicial or equitable relief suffered, or alleged to have been suffered, by reason of the events referred to in this Section or by reason of the terms of, or effects, arising from this Agreement. The Consultant further agrees to indemnify, hold harmless, and pay all costs for the defense of the City, including fees and costs for special counsel to be selected by the City, regarding any action by a third party challenging the validity of this Agreement, or asserting that personal injury, damages, just compensation, restitution, judicial or equitable relief due to personal or property rights arises by reason of the terms of, or effects arising from this Agreement. City may make all reasonable decisions with respect to its representation in any legal proceeding. Notwithstanding the foregoing, to the extent Consultant's services are subject to Civil Code Section 2782.8, the above indemnity shall be limited, to the extent required by Civil Code Section 2782.8, to claims that arise out of, pertain to, or relate to the negligence, recklessness, or willful misconduct of the Consultant. 8. INTELLECTUAL PROPERTY INDEMNIFICATION Consultant shall defend and indemnify the City, its officers, agents, representatives, and employees against any and all liability, including costs, for infringement of any United States' letters patent, trademark, or copyright infringement, including costs, contained in the work product or documents provided by Consultant to the City pursuant to this Agreement. 9. RECORDS Consultant shall keep records and invoices in connection with the work 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 the 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 the City to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement during regular business hours. Consultant shall allow inspection of all work, data, documents, proceedings, and activities related to this Agreement for a period of three (3) years from the date of final payment to Consultant under this Agreement. Page 4 of 8 10. CONFIDENTIALITY If Consultant receives from the City information which due 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 degree of care it uses to protect its own information of like importance, but in no event less than reasonable care. "Confidential Information" shall include all nonpublic information. Confidential information includes not only written information, but also information transferred orally, visually, electronically, or by other means. Confidential information disclosed to either party by any subsidiary and/or agent of the other party is covered by this Agreement. The foregoing obligations of non-use and nondisclosure shall 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 publicly available source; (c) is in rightful possession of the Consultant without an obligation of confidentiality; (d) is required to be disclosed by operation of law; or (e) is independently developed by the Consultant without reference to information disclosed by the City. 11. CONFLICT OF INTEREST CLAUSE Consultant covenants that it presently has no interests and shall not have interests, direct or indirect, which would conflict in any manner with performance of services specified under this Agreement. 12. DISCRIMINATION Consultant shall not discriminate because of race, color, creed, religion, sex, marital status, sexual orientation, age, national origin, ancestry, or disability, as defined and prohibited by applicable law, in the recruitment, selection, training, utilization, promotion, termination or other employment related activities. Consultant affirms that it is an equal opportunity employer and shall comply with all applicable federal, state and local laws and regulations. 13. EXCLUSIVITY AND AMENDMENT This Agreement represents the complete and exclusive statement between the City and Consultant, and supersedes any and all other agreements, oral or written, between the parties. In the event of a conflict between the terms of this Agreement and any attachments hereto, the terms of this Agreement shall prevail. This Agreement may not be modified except by written instrument signed by the City and by an authorized representative of Consultant. The parties agree that any terms or conditions of any purchase order or other instrument that are inconsistent with, or in addition to, the terms and conditions hereof, shall not bind or obligate Consultant or the City. Each party to this Agreement acknowledges that no representations, inducements, promises or agreements, orally or otherwise, have been made by any party, or anyone acting on behalf of any party, which is not embodied herein. Page 5 of 8 14. ASSIGNMENT Inasmuch as this Agreement is intended to secure the specialized services of Consultant, Consultant may not assign, transfer, delegate, or subcontract any interest herein without the prior written consent of the City and any such assignment, transfer, delegation or subcontract without the City's prior written consent shall be considered null and void. In cases of merger or acquisition by an outside party, Consultant shall provide City with a letter or documentation evidencing the change in the succeeding party/entity name which City, absent invoking the termination clause below, shall recognize for purposes of completion and compensation of services provided in furtherance of this Agreement. Nothing in this Agreement shall be construed to limit the City's ability to have any of the services which are the subject to this Agreement performed by City personnel or by other consultants retained by City. 15. TERMINATION This Agreement may be terminated by the City upon thirty (30) days written notice of termination. In such event, Consultant shall be entitled to receive and the City shall pay Consultant compensation for all services performed by Consultant prior to receipt of such notice of termination, subject to the following conditions: a. As a condition of such payment, the Executive Director may require Consultant to deliver to the City all work product(s) completed as of such date, and in such case such work product shall be the property of the City unless 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 made for work which fails to meet the standard of performance specified in the Recitals of this Agreement. 16. WAIVER No waiver of breach, failure of any condition, or any right or remedy contained in or granted by the provisions of this Agreement shall be effective unless it is in writing and signed by the party waiving the breach, failure, right or remedy. No waiver of any breach, failure or right, or remedy shall be deemed a waiver of any other breach, failure, right or remedy, whether or not similar, nor shall any waiver constitute a continuing waiver unless the writing so specifies. 17. JURISDICTION - VENUE This Agreement has been executed and delivered in the State of California and the validity, interpretation, performance, and enforcement of any of the clauses of this Agreement shall be determined and governed by the laws of the State of California. Both parties further agree that Orange County, California, shall be the venue for any action or proceeding that may be brought or arise out of, in connection with or by reason of this Agreement. Page 6 of 8 18. PROFESSIONAL LICENSES Consultant shall, throughout the term of this Agreement, maintain all necessary licenses, permits, approvals, waivers, and exemptions necessary for the provision of the services hereunder and required by the laws and regulations of the United States, the State of California, the City of Santa Ana and all other governmental agencies. Consultant shall notify the City immediately and in writing of its inability to obtain or maintain such permits, licenses, approvals, waivers, and exemptions. Said inability shall be cause for termination of this Agreement. 19. MISCELLANEOUS PROVISIONS a. Each undersigned represents and warrants that its signature herein below has the power, authority and right to bind their respective parties to each of the terms of this Agreement, and shall indemnify City fully, including reasonable costs and attorney's fees, for any injuries or damages to City in the event that such authority or power is not, in fact, held by the signatory or is withdrawn. b. All Exhibits referenced herein and attached hereto shall be incorporated as if fully set forth in the body of this Agreement. 20. NOTICE Any notice, tender, demand, delivery, or other communication pursuant to this Agreement shall be in writing and shall be deemed to be properly given if delivered in person or mailed by first class or certified mail, postage prepaid, or sent by fax or other telegraphic communication in the manner provided in this Section, to the following persons: To City: Cleric of the City Council City of Santa Ana 20 Civic Center Plaza (M-30) P.O. Box 1988 Santa Ana, CA 92702-1988 Fax: 714- 647-6956 With courtesy copies to: Chief Technology Innovations Officer City of Santa Ana 20 Civic Center Plaza (M-42) P.O. Box 1988 Santa Ana, California 92702 Sonia R. Carvalho City Attorney City of Santa Ana 20 Civic Center Plaza (M-29) P.O. Box 1988 Santa Ana, California 92702 Fax: 714- 647-6515 Page 7 of 8 N-2018-050 To Consultant: VPLS Solutions, LLC Attn: VP of Sales 1744 W. Katella Ave., Ste. 250 Orange, CA 92867 A party may change its address by giving notice in writing to the other party. Thereafter, any commimication shall be addressed and transmitted to the new address. If sent by mail, communication shall be effective or deemed to have been given three (3) days after it has been deposited in the United States mail, duly registered or certified, with postage prepaid, and addressed as set forth above. If sent by fax, communication shall be effective or deemed to have been given twenty-four (24) hours after the time set forth on the transmission report issued by the transmitting facsimile machine, addressed as set forth above. For purposes of calculating these time frames, weekends, federal, state, County or City holidays shall be excluded. IN WITNESS WHEREOF, the parties hereto have executed this Agreement the date and year first above written. ATTEST: "Ma!6nriaoD.tFHuizor! Clerk of the Council sn..r' APPROVED AS TO FORM: SONIA R. CARVALHO City Attorney By:L y— Lisa Storck Assistant City Attorney RECOMMENDED FOR APPROVAL: Jacl iulla Chi Technology Innovations Officer Inf enation Technology CITY OF SANTA ANA Raul Godinez II City Manager CONSULTANT: By: John Minnix Title: Co -Founder VPLS Solutions Page 8 of 8 EXHIBIT A SCOPE OF SERVICES kwim ILV %=7 We have prepared a quote for you City of Santa Ana - Fortinet Services Quote - VPLS Solutions Quote a 018885 Version 1 Prepared for: City of Santa Ana Mike Fetner mfetner@santa-ana.org Thursday, December 14, 2017 City of Santa Ana Mike Fetner unknown Santa Ana, CA 92701 mfetner@santa-ana.org /3gi�l 1y S i �., VW =)LS LqY] i K St7LUT10N5 NIP Dear Mike, Thank you for your inquiry. We are pleased to provide you with this quote. Unless another VPLS Solutions contract form is noted, this quote is subject solely and exclusively to the VPLS Solutions Terms and Conditions attached hereto and incorporated by this reference herein. These Terms contain the entire understanding of the parties with respect to the sale of product contained within this quote and supersede all prior communications between the parties, regardless of form. In no event shall pre-printed terms on any customer document (P0, confirmation, etc.) modify or add to the VPLS Solutions Terms referenced herein. John Minnix VP of Sales VPLS Solutions,LLC. Quote '. Page 2 of 8 Services VMLS S O L U T 1 0 N S rty Item Description Price Ext. Price STATEMENT OF WORK This Statement of Work ("SOW") dated November 28, 2017 is entered into by and between VPLS Solutions, LLC. and City of Santa Ana, California ("Company"), having its principal office at 20 Civic Center Plaza, Santa Ana, CA 92701, pursuant to the terms referenced below. 1. SCOPE of SERVICES 1.1 The background and scope of this project is as follows: Company has initiated a project with VPLS Solutions, LLC Professional Services to replace their existing Cisco ASA firewall with a standalone FortiGate 600Ds and a FortiAnalyzer 400E. Company will be installing and configuring and VPLS Solutions, LLC will review the configuration for best practice: 1 X FGT600D 1 X FAZ400E 1.2 During this engagement, VPLS Solutions, LLC will perform the following services (the "Services"): Engagement kickoff Meeting • Review statement of work • Understand network topology and requirements • Question and answer FortiGate • Verify configuration is in-line with Fortinet best practice • Verify SNATs and DNATS • Possible port forwarding on VIPs/DNATs • Review firmware versions and update as required to latest stable release • Review configuration of FGT o Apply converted policy to FortiGates o Update IPS and AV definitions o Format the log disk on the FortiGate (if applicable) o Setting Time and Date o Configuring FortiGuard Settings o Setup Administrator account on FortiGate o Set proper access for management on each of the interfaces Internal subnets / network segment • IPS sensor for applicable segments • Show customer how to use IPS filters in gui and cli • Configure IPS sensors for web servers in monitor mode • Configure for clients in monitor mode nerd zt las`S�? .:3i 1744 West Katella Ave. Suite ZSO Orange, CA 92867 'i http://www.vplssolutions.com (213) 406.9000 i f Services %/mLS S Q L U T 1 O N S Description • Company will put in blocking mode in a later maintenance window • FSSO agents are currently installed on domain servers and working with PoC • Change agents to point to new 600D FortiGate • CA agent for standard integration with AD verify config • AD groups to filter to Fortigate and tie into policies • Configure RSSO agent on Fortigate to point to Radius server • Configure RSSO groups • FortiGuard WF • 6 web filter profiles with matching FSSO AD groups • These profiles need to match Microsoft Proxy groups • These profiles will be for internal segmented subnets • Verify all web filter profiles tied to domain admins • Review web filter profiles in monitor mode for initial cutover • Change web filter profiles to blocking mode during a separate maintenance window • Use ssl inspection for https traffic • AV profile and apply where applicable • App control profiles for Internal segmented subnets • Knowledge transfer of work performed Public Library subnet / network segment • Review 3 web filter profiles for Public Library / Public Domain • Web filter profiles should match up with the 3 current websense profiles • SSL inspection for https traffic • App control profiles to use in conjunction with web filter profiles • Verify configuration is in-line with Fortinet best practices • Test client will be setup to test web filter profiles • Configure test policy to test with client • Support production cutover FortiAnalyzer • Deploy and configure FortiAnalyzer • Setup system interfaces and management access • Configure system settings o Routing, DNS, NTP, LDAP • Configure FortiGates to send syslogs to FortiAnalyzer • Configure up to 5 canned reports • Configure up to 5 event handlers • Register devices on FortiAnalyzer and configure disk quotas Work Complete and Sign Off • Knowledge transfer of all work performed • Answer any post implementation questions • Obtain work complete and sign off rerm.1m. 1111111111110 Services LS S0LU'TIONS m�. 11 1 Qty Item -:: Description Price Ext. Price 1.3 The following are expressly not within the scope of Services and this SOW: • Configuration of non-Fortinet equipment 36 Professional 36 Hours of Professional Services at Rate $225.00 $225.00 $8,100.00 Services 8 After Hours 8 Additional Hours at Rate $300.00 $300.00 $2,400.00 16 Optional Hours 16 optional professional services hours for additional services. VPLS $225.00 $3,600.00 Solutions will only invoice the City for these hours when the City requests. Subtotal: $14,100.00 Quote #018885 v1 a � '��-� " ' '`' •.- Page S of 8 s a . City of Santa Ana - Fortinet Services Quote - VPLS Solutions Prepared by: VPLS Solutions, U.C. John Minnix (310)597-9688 Fax(866)599-9593 jminnix@vplssolutions.com Quote Summary Prepared for: City of Santa Ana unknown Santa Ana, CA 92701 Mike Fetner mfetner@santa-ana.org Quote Information: Quote #: 018885 Version: 1 Delivery Date: 12/14/2017 Expiration Date: 12,1'1;2017 =Description Amount, Services $14,100.00 Total: $14,100.00 Payment Options gescription Periods Payments. A77777 mount Term Options Net 30 One -Time Payments One -Time 1 $14,100.00 Summary of Selected Payment Options Degriptlon Arnwuntd Term Options: Net 39 Total of One -Time Payments $14,100.00 Shipping, handling and other fees may apply. We reserve the right to cancel orders arising from pricing or other errors. By signing, I affirm that I am authorized to sign for purchases on behalf of my organization. Signature Date Quote #01888Sv1 ' '� `� $� ss , Page 6 of 8 e Return Policy and Payment Term VPLS Solutions Return and Cancellation Policy V=)LS SOLUTIONS j r A,r • If VPLS Solutions made an error on your order, we will give you an RMA to return it at your request. • Customer convenience returns will be considered on a case by case basis. • When you know you have product to return, ask for the RMA as soon as you can. The quicker we work together on the issue, the more likely we will achieve a successful resolution together. • We request that the product is returned within 14 days in order to mitigate risk for VPLS Solutions and our partners. • When opening packages from VPLS Solutions, please take care to retain packaging in the event that a return becomes necessary. • Please put the RMA number on the shipping label of the outside carton when returning product. We cannot accept returns without an • RMA number clearly marked. • VPLS Solutions reserves the right to charge a restocking or handling fee. • VPLS Solutions' workmanship on integrated orders is warranted for one full year from date of shipment How to Request an RMA: You can request an RMA by phoning the VPLS Solutions Return Support Center at 213-406-9000, or by submitting a request to accounting@yplssolutlon5.com Payment Terms: All unpaid invoices shall bear interest at an amount equal to 1-1/2% of the outstanding balance per month (or the maximum rate of interest allowed to be contracted for by law, whichever is less), commencing upon the date payment is due. Buyer's failure to make timely payment may result in such action as commencement of proceedings for collection, revocation of credit, stoppage of shipment, delay or cessation of future deliveries, repossession of unpaid delivered goods and termination of any one or more sales agreements. A 3% Convenience fee will be added to all credit card orders. Quote #018885 v1 ,. f,a,,',`'�` - ^` t� Page 7 of 8 Shipping VPLS Solutions is pleased to present this Quote to Customer. Customer may place its order by signing below and returning this Quote to VPLS Solutions by facsimile or mail, or by submitting an order to VPLS Solutions, on Customer's purchase order form or other order form approved by VPLS Solutions, signed by Customer and which reference this Quote. Customer's order is subject to VPLS Solutions 's credit and acceptance requirements. VPLS Solutions, as applicable, may accept an order by providing Customer a written confirmation of acceptance, sent by mail, facsimile or other electronic means; by shipping the product; or by beginning performance of value-added work or services. VPLS Solutions, prior to its acceptance of Customer's order, may change this Quote. Customer's receipt of a changed Quote is VPLS Solutions's rejection of this Quote. Customer's order is governed solely by any applicable written agreement signed by VPLS Solutions and Customer in which the parties intend to apply to this order, or if there is no such written agreement, by VPLS Solutions's standard Terms and Conditions available on request, which appear on VPLS Solutions's packing slips and invoices and by this reference are incorporated herein. Also, if there is no such written agreements, customer's reference to this Quote in its order is Customer's agreement that only VPLS Solutions's Terms and Conditions apply to the order. Freight Damage. VPLS Solutions standard freight services do not include freight insurance. For ALL customers, whether Factory Drop Ship or shipped out of VPLS Solutions's warehouse, title and risk of loss pass to you upon delivery of the products to the carrier. All freight damage is your sole responsibility and if freight is damaged or lost during transit, you MUST work with the carrier to resolve any outstanding freight issues. Freight Insurance. Unless otherwise specified in your purchase order, all orders are booked without freight insurance. If you would like to have freight insurance for this order please contact your VPLS Solutions account manager or specify on your purchase order that you would like premium insured freight. If you would like a quote for premium insured freight please contact your VPLS Solutions account manager. Fuel Surcharges. Please note that beginning on August 4 VPLS Solutions will be separating out the fuel surcharge from the freight expense and adding this fuel surcharge as a separate line item to all invoices for orders shipped from our warehouse and for orders shipped from our factory drop ship suppliers, except where the freight expense from drop ship order is $0. Quotation Summary: Customer, by its signature below, places its order to VPLS Solutions for the products and services in this Quote. Orders may be returned via: email to quotes@vplssolutions.com Quote#018885 v1k�',, . .:,y Page 8of8 VPLSINC-01 TYLERF '4c4sllRO CERTIFICATE OF LIABILITY INSURANCE �-� o 3 0 0311/155/2018/2018 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 BYTHEPOLICIES 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 endorsements). PRODUCER LICenSe ff 0252636 NRNJACT P Insurance Agency Sure 23427 S. 23421 S. Pointe Drive, Ste. 260 Laguna Hills, CA 92653 Alc eNo, Ext), (714) 464-8010 FAX No): (714) 333.1180 EMAIL 00 SS INSURERS AFFORDING COVERAGE NAIC If 05/23/2017 INSURER A: Federal Insurance Company 20281 EACH OCCURRENCE INSURED INSURER B: Hartford Accident and Indemnity Company 22357 INSURER C VPLS Solutions, LLC INSURER D 1744 Katella Ave Orange, CA 92867 INSURER NSUREEll': PERSONAL B ADV NJURY 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 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. ILSR T TYPE OF INSURANCE INSO SUBR POLICY NUMBER POLICY BEE POLICY EXP IP IYY LIMITS A X COMMERCIAL GENERAL LIABILITY CLAIMS -MADE OCCUR 36027916 05/23/2017 05/231201.8 EACH OCCURRENCE $ 1,000,000 DAMAGE TO RENTED PREMISES Ea occurrence GEN'L X MED EXP An onePerson) 5,000 PERSONAL B ADV NJURY 1,000,000 LIMIT APPLIES PER: AGGREGATE LIMOn POLICV� 7,1 �I LOC OTHER GENERAL AGGREGATE 2,000,000 PRODUCTS-COMP_IOPAGG $ 2,000,000 I E & O IS 1,000,000 B AUTOMOBILE X X LIABILITY ANY AUTO OWNED SCHEDULED AUTOS ONLY AUTOS AUTOS ONLY X A� O3 ONLY 72UECPE7868 04/20/2017-:04/20/2018 COMBINED SINGLE LIMIT Ea accident)$ 1,000,000 BODILY INJURY Per arson BODILY ITNJURY Per accident)_ PeOr accRd nt IMAGE $ A UMBRELLA LIAB EXCESS LIAB X OCCUR CLAIMS -MADE 79895113 05/23/2017 05/23/2018 EACH OCCURRENCE $ 5,000,000 _ AGGREGATE $ DEO RETENTION$ B WORKERS COMPENSATION AND EMPLOYERS' LIABILITY YIN ANY PROPRIETORIPARTNERIEXECUTIVE pp FICERIMEMggEqq EXCLUDED? (Mandatory in NHl If yes, describe under DESCRIPTION OF OPERATIONS below NIA 72WECDD0928 03/01/2017.0310112018 JEER OTH. STATUTE ER E.L. EACH ACCIDENT 1,000,000 E. L. DISEASEEA EMPLOYEE $ 1,000,000 E.L. DISEASE - POLICY LIMIT 1,000,000 DESCRIPTION OF OPERATIOONNSSII j{ LOCATIONSIII�VI'/E)l/HIICLES�}1W(AACCORD 101, Additional Remarks Schedule, may be attached if more space Is required) 'VW uUN q 40on 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. ACORD 25 (2016103) ©1988-2015 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD