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Calsoft Systems Cvr • Cod CONSULTING SERVICE AGREEMENT This Agreement is made and entered into, as of August 18, 2009 ("Effective Date"), by and between City of Rancho Palos Verdes, having a principal place of business at 30940 Hawthorne Blvd. Rancho Palos Verdes CA 90275 ("CITY OF RPV")and Calsoft Systems, a California corporation, having a principal place of business at 19701 Hamilton Avenue, Suite 190, Torrance CA 90502 ("CALSOFT"). WHEREAS, CITY OF RPV desires to utilize the services of CALSOFT on Information Technology (IT)related services, WHEREAS, CALSOFT agrees to provide consultation, implementation, and IT related support services to CITY OF RPV under the terms and conditions of this Agreement NOW, THEREFORE, for and in consideration of the mutual covenants and obligations by the parties hereto, it is agreed as follows: 1. SCOPE OF THE AGREEMENT: CALSOFT shall provide IT related services to CITY OF RPV as CITY OF RPV and CALSOFT may agree upon from time to time. The exact services to be provided by CALSOFT will be described on Work Orders substantially in the form attached hereto as Exhibit "A" or Work Estimates, which may be executed from time to time by authorized representatives of the parties to this Agreement. Each Work Order or Estimate shall be incorporated into and become part of this Agreement. 2. COMPENSATION In consideration of the services to be provided by CALSOFT to CITY OF RPV under this Agreement, as supplemented by Work Order, CITY OF RPV agrees to pay CALSOFT pursuant to the rates stated in the applicable Work Order. CITY OF RPV shall pay all undisputed amounts in CALSOFT's invoices as per the terms mentioned in the relevant Work Order, but in no event less than thirty days following the issuance of the invoice to the City. Any delayed payment after the due date, will cause CITY OF RPV to pay CALSOFT interest on the outstanding from the end of the due date @ 1.5% per month. 3. CONFIDENTIALITY (a) It is understood that, in the performance of CALSOFT's services under this Agreement, CITY OF RPV may have access to confidential information, trade secrets, and other proprietary information, including but not limited to methods, techniques, concepts, programs, and source code (hereinafter"Confidential Information")of CALSOFT. CITY OF RPV agrees to hold such Confidential Information in confidence with the same degree of care CITY OF RPV exercises in protecting its own proprietary information that it does not wish to disclose, and to refrain from and protect the Confidential Information from disclosure as it would protect its own proprietary information. CITY OF RPV agrees that it will not use, copy, sell, assign or transfer any such Confidential Information except under the provisions of this Agreement. (b) It is understood that CALSOFT, in the performance of CALSOFT's services under this Agreement, may have access to confidential information, trade secrets, and other proprietary information of CITY OF RPV, including but not limited to methods, techniques, concepts, programs, and source code(hereinafter"Confidential Information"). CALSOFT agrees to hold such Confidential Information in confidence with the same degree of care CALSOFT exercises in protecting its own proprietary information that it does not wish to disclose, and to refrain from and protect the Confidential Information from disclosure as it would protect its own proprietary information. CALSOFT agrees that it will not use, copy, sell, assign or transfer any such Confidential Information except under the provisions of this Agreement 1/5 1162276 V1 4. WARRANTIES, DISCLAIMER AND LIMITED LIABILITY Warranties. CALSOFT will perform its services in a professional and highly skilled manner and any deliverables will conform to standards not less than those generally accepted in the industry. Disclaimer. EXCEPT AS EXPRESSLY PROVIDED HEREIN, EITHER PARTY SPECIFICALLY DISCLAIMS ANY WARRANTIES OF ANY KIND, EXPRESS, IMPLIED OR STATUTORY, INCLUDING ANY WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. Limited Liability. IN NO EVENT SHALL EITHER PARTY OR ITS AGENTS, PERSONNEL OR REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, LOSS OF USE OR LOSS OF DATA. IN NO EVENT SHALL THE TOTAL LIABILITY OF CALSOFT UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID CALSOFT FOR THE SERVICES UNDER THE WORK ORDER UNDER WHICH THE LIABILITY AROSE. 5. MANUFACTURER WARRANTIES CITY OF RPV acknowledges that CALSOFT is an authorized distributor for SonicWALL and other software and hardware manufacturers. All hardware and software sold by CALSOFT to CITY OF RPV is covered only by the manufacturer's warranty, which provides the exclusive remedies relating to such products. CALSOFT makes no warranty of its own, either express or implied. 6. INSURANCE CALSOFT will indemnify and hold harmless CITY OF RPV against any claims, loss or liability that arises because of the sole or primary negligence or willful misconduct of CALSOFT, its agents, officers, directors or employees, in performing any of the services under this Agreement. General Liability Insurance. CALSOFT will during the term of the Agreement carry, maintain, and keep in full force and effect, a policy or policies of Comprehensive General Liability Insurance, with minimum limits of One Million ($1,000,000.00) Dollars for each occurrence and in the aggregate, combined single limit, against any personal injury, death, loss or damage resulting from the wrongful or negligent acts by CALSOFT. Said policy or policies will be issued by an insurer admitted to do business in the state of California and rated in Best's Insurance Guide with a rating of A or better. Worker's Compensation Insurance. CALSOFT agrees to maintain in force at all times during the performance of work under this Agreement worker's compensation insurance as required by the law. Said policy or policies shall be issued by an insurer admitted to do business in the state of California and rated in Best's Insurance Guide with a rating of A or better. CALSOFT shall require any subcontractor similarly to provide such compensation insurance for their respective employees. Auto Insurance. CALSOFT agrees to maintain in force at all times during the performance of work under this Agreement automobile insurance as required by applicable law. Notice of Cancellation of Insurance. All insurance policies shall provide that the insurance coverage shall not be canceled by the insurance carrier without thirty(30)days prior written notice to CITY OF RPV. CALSOFT agrees that it will not cancel or reduce said insurance coverage. CALSOFT agrees that if it does not keep the aforesaid insurance in full force and effect, CITY OF RPV may either immediately terminate this Agreement or, if insurance is available at a reasonable cost, CITY OF RPV may take out the necessary insurance and pay, at Vendor's expense, the premium thereon. Certificate of Insurance. At all times during the term of this Agreement, CALSOFT shall maintain on file with the CITY OF RPV a certificates of insurance showing that the aforesaid policies are in effect in the required amounts. The policies shall contain endorsements naming the City, its officers, agents and employees as additional insured. Primary Coverage. The insurance provided by CALSOFT shall be 2/5 1162276 V1 primary to any coverage available to CITY OF RPV.The insurance policies(other than workers' compensation)shall include provisions for waiver of subrogation. 7. TERM AND TERMINATION This Agreement is effective as of the effective date specified on Page 1 and will remain effective until terminated. Either party may terminate this Agreement and/or any Work Order hereunder upon not less than thirty (30) days advance written notice to other party. City of RPV's sole obligation on termination shall be to pay CALSOFT for payments earned prior to the date of termination. 8. OWNERSHIP OF SOFTWARE CITY OF RPV and CALSOFT acknowledge the ownership/copyright of any software developed by CALSOFT under this Agreement ("SOFTWARE"), CALSOFT software not under this Agreement, and third party software as follows: 8.1 Ownership of Material: All work product,deliverables and documentation developed by CALSOFT and delivered to CITY OF RPV under this Agreement,other than preexisting works incorporated into the work product delivered to CITY OF RPV, shall be considered the property of CITY OF RPV. 8.2 Calsoft Intellectual Property: Notwithstanding the provisions of Section 6.1, CALSOFT shall retain title to all intellectual property, know-how, methods, techniques, templates, and computer software conceived, developed or reduced to practice by CALSOFT prior to or independent of its performance of the Work Orders hereunder, including but not limited to modifications and derivative works thereto which are developed under this Agreement, and CITY OF RPV shall have no ownership interest therein. CALSOFT hereby grants to CITY OF RPV a non-exclusive, royalty free, perpetual and transferable license to use such Calsoft Intellectual Property to the extent that it is embodied in the Work Product delivered CITY OF RPV hereunder. 8.3 Third Party Software: Software of third parties, including but not limited to the software products of SonicWALL Inc., which are delivered to CITY OF RPV under this Agreement, are licensed to CITY OF RPV under the terms of the third party's license agreement. CALSOFT shall not be liable to CITY OF RPV for the performance of third party software. 9. FORCE MAJEURE CALSOFT shall not be liable under this Agreement or in any Work Order on account of, any delay or failure to perform as required by this Agreement or any Work Order as a result of any causes or conditions which are beyond CALSOFT's reasonable control and which CALSOFT is unable to overcome by the exercise of reasonable diligence. 10. INDEPENDENT CONTRACTOR STATUS The relationship of CALSOFT to CITY OF RPV shall, at all times during the period or period of CALSOFT's services specified in any Work Order hereunder, be that of an independent contractor. Neither CALSOFT nor any of its personnel (including any subcontractors)shall be considered, under this Agreement or any Work Order hereunder, as employees or partners of CITY OF RPV. Except as the parties may agree in writing, neither party has the authority to incur any obligation or liability for the other. 3/5 1162276 V1 11. DISPUTES a. Applicable Law. All questions relating to the execution, interpretation and performance of this Agreement shall be governed by the laws of the State of California. b. Jurisdiction. The parties consent to a state court located in the County of Los Angeles, California or a federal court located in Southern California as having the sole jurisdiction of any and all controversies that may arise under this Agreement. c. Waiver of Jury Trial. Both parties knowingly and willingly waive any right they have under applicable law to a trial by jury in any dispute arising out of or in any way related to this Agreement or the issues raised in any such dispute. IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. CITY'V Calsoft Systems By: At, By: Name: Name: AJEi't', 61,7 /4 Y P S i c�E>1 f- (Print Name and Title) (Print Name and Title) Dated: Dated: 9 /1 /2 )c) 4/5 1162276 V1 EXHIBIT A—WORK ORDER SonicWALL NSA E7500 Installation No. EX053006600 This Work Order is entered into under the Consulting Service Agreement by and CITY OF RANCHO PALOS VERDES ("CITY OF RPV")and Calsoft Systems("Calsoft"). It shall be effective from the date of execution until terminated under any applicable provision of the Agreement. I. DESCRIPTION OF SERVICES: See attached proposal II. DELIVERABLES: See attached proposal III. SCHEDULE: See attached proposal IV. COMPENSATION: See attached proposal CITY OF RPV: Calsoft's Designated Liaison: City of Ra o =.los Ver•: Calsoft Systems B0 ILW' B . 6" Y' Y' Nem Bajra Its: -- MAYOR Its: President Dated: Dated: <91/9/2-vo 5/5 1162276 V1 7 Project Proposal 19701 Hamilton Ave Suite 190 Torrance CA 90502 PH:310.532.5000 FAX:310.225.5623 Project Name City of Rancho Palos Verdes SonicWALL NSA E7500 Firewall Upgrade Department Information Technology Project Sponsor Dennis McLean Client Name City of Rancho Palos Verdes Client Address 30940 Hawthorne Blvd. Rancho Palos Verdes, CA 90275 Client Phone Number 310.377.0360 Author Calsoft Systems-Koji Mori CISSP Direct:310.532.5000 x121 Due Date August 10,2009 Section One — Project Details 1.1 Executive Summary This City of Ranch Palos Verdes SonicWALL NSA E7500 Firewall Upgrade Project entails the acquisition and implementation of the proposed upgrade to the City's primary firewall, including installation, implementation services, and staff training for the SonicWALL NSA E7500 Firewall. 1.2 Business Objectives Number Objective Description 1 Provide the hardware equipment and software licensing necessary to upgrade from the current SonicWALL PRO 3060 firewall to a SonicWALL NSA E7500 high availability solution as defined in the RFP. 2 Provide implementation services for the SonicWALL NSA E7500 high availability solution in the proposed network environment by the City of Rancho Palos Verdes as defined in the RFP. 3 Provide SonicWALL CSSA training for two City of Rancho Palos Verdes engineers. 1.3 Project Deliverables(including any scope limits) Number Deliverable 1 Network Assessment(for infrastructure related to SonicWALL NSA E7500 upgrade project) 2 Network Documentation(for infrastructure related to SonicWALL NSA E7500 upgrade project) 3 Project Implementation Planning 4 SonicWALL Training for City of Rancho Palos Verdes IT Staff 5 Upgrade Implementation/Integration 6 Solution Verification Testing 7 Switch Over(weekend/after hours support) 8 Final Documentation Updates 1.4 Project Timescales-Milestones Target Milestone August 2009 Proposal Submission September 2009 Proposal Approval October 2009 Project Kick Off January 2010 Switch Over Page 1 of 3 J ti . afrirCOULS SFT' Project Proposal 19701 Hamilton Ave Suite 190 Torrance CA 90502 PH:310.532.5000 FAX:310.225.5623 Section Two — Qualifications 2.1 Corporate Profile Calsoft Systems was founded in 1994 and is a privately held global IT solutions provider with its headquarters located in Torrance, California,as well as holding branch offices in New York,Chicago,Tokyo,and Nepal with over 75 employees worldwide. Our annual revenue exceeds$8M,with triple digit growth over the past four years, and is recognized by the CRN Fast Growth 100 Award consecutively since 2004. We are a Microsoft Gold Certified Partner with ten competencies. Our core services include custom software development, ERP business solutions and network infrastructure. We are a SonicWALL certified partner for over six years with 100%of our network engineers(7)certified as SonicWALL CSSA. Our global SonicWALL install base consists of over 200+successful implementations, including upgrades and migrations,with all work completed using only full time in-house SonicWALL certified network engineers. Calsoft Systems network infrastructure practice is overseen by a full-time in-house Certified Information Systems Security Professional(CISSP)with over eight years of ISC2 certified experience to provide the most current and relevant best practices for our client's IT projects. 2.2 Resources Koji Mori—Security Consultant • Certified SonicWALL Security Administrator(CSSA) • Certified Information Systems Security Professional(CISSP) Ken Hirosumi—Senior Engineer • Certified SonicWALL Security Administrator(CSSA) • Microsoft Certified System Engineer(MCSE) Yoshitaka Tachibana—Senior Engineer • Certified SonicWALL Security Administrator(CSSA) • Microsoft Certified Professional(MCP) *Additional Resource Details Available Upon Request- Before release,a confidentiality statement may be requested of City of Rancho Palos Verdes in interest of employee privacy. Please feel free to inquire if there are any questions or concerns. 2.3 Training Training for two City of Rancho Palos Verdes IT support staff members will be provided by a third party SonicWALL Certified Training instructor and facility. 2.4 Support The SonicWALL NSA E7500 E-Series Firewall includes Enterprise Class 24 x 7 Telephone Support from SonicWALL Technical Support for both Level 1 and Level 2 issues. Emergency next day hardware replacement is provided by SonicWALL Enterprise Class 24 x 7 Support. Calsoft Systems can also provide onsite certified SonicWALL CSSA technical support services on a contract or time and material basis. Page 2 of 3 41Prel/tIAICIPIr Project Proposal 19701 Hamilton Ave Suite 190 Torrance CA 90502 PH:310.532.5000 FAX:310.225.5623 Section Three - Project Costs and Procurement 3.1 Hardware&Software Description Qty Unit Price Ext Price RPV Price 01-SSC-7000—SonicWALL NSA 7500 FW 1 $26,995 $26,995 $26,995 01-SSC-7046—SonicWALL NSA 7500 FW HA 1 $13,495 $13,495 FREE 01-SSC-9227—SonicWALL 2 YR CGSS 1 $19,995 $19,995 $19,995 01-SSC-8500—CSSA Training 2 $ 1,995 $ 3,990 $ 3,990 01-SSC-3363—SonicWALL GMS 10 Node 1 $ 2,995 $ 2,995 $ 2,995 01-SSC-8567—SonicWALL SonicPoint-N Dual Band 2 $ 545 $ 1,090 FREE TOTALS $68,560 $53,975 Note: Special offer of 1 FREE SonicWALL NSA7500 FW HA unit is a Calsoft exclusive. Special offer of 2 FREE SonicWALL SonicPoint-N Dual Band is a limited time promotion and expires 09/30/2009(httm://www.sonicwall.com/us/aroducts/4863 13385.html). 3.2 Professional Services _ Resource Type Description Rate Notes Senior Network Engineer 20 Hour Block $3000 2009 Renewable Contract Rate Note:Tasks requested after normal Calsoft Systems business hours or holidays will be billed at 1.5 times block hour rates. 3.2 Project Plan Overview 1. Designated Finance&IT Staff will complete their SonicWALL training 2. Review network configuration with IT dept staff and agree on implementation timeline 3. Test and Check new equipment 4. Setup new firewall to route through new 3MB intemet connection 5. Setup routing and rules for network components with Finance& IT Staff 6. Migrate a test group with Finance&IT Staff 7. Begin migration of non critical equipment with Finance&IT Staff 8. Complete the migration of remaining equipment during non business hours with Finance&IT Staff 9. Perform final testing during weekend with Finance&IT Staff and go live 10. Monitor system for 60 days and resolve any remaining issues with Finance&IT Staff Page 3 of 3 W'"' s SALES QUOTATION cuso'. SYS I E M S 19701 Hamilton Avenue,Suite 190,Torrance,CA 90. Tel:(310)532-5000 Fax:(310)225-5690 TO: City of Rancho Palos Verdes Date 8/19/2009 Address:30940 Hawthorne Blvd.Rancho Palos Verdes,CA 90275 Quotation No. EST081909651 Telephone:310-377-0360 Project No. PRJ081909651 Attn:Mr.Dennis McLean Prepared by KAZU YOS HIKAWA Fax No. 310-225-5690 SonicWALL NSA E7500 Firewall Upgrade No.'Description I Item No. Qty I Unit Price I Total Price ai'dware and Software> 1 SonicWALL NSA 7500 Firewall 01-SSC-7000 1 $26,995.00 $26,995.00 2 SonicWALL NSA 7500 Firewall High Availability 01-SSC-7046 1 $13,495.00 $13,495.00 Dicsount on SonicWALL NSA 7500 Firewall High Availability* (valid for 30 days from the date above) Discount 1 -$13,495.00 -$13,495.00 3 SonicWALL Comprehensive Gateway Security Suite for 2 Year 01-SSC-9227 1 $19,995.00 $19,995.00 4 Training by Certified SonicWALL Security Administrator 0-SSC-8500 2 $1,995.00 $3,990.00 5 SonicWALL GMS 10 Node Software License 01-SSC-3363 1 $2,995.00 $2,995.00 <Lr for Professional Service Professional Services 20 Hour Block for following tasks -Review network configuration with IT dept -Test and check new equipment -Setup new firewall to route through new 3MB internet connection Senior 1 -Setup routing and rules for network components Network 1 $3,000.00 $3,000.00 -Migrate a test group Engineer -Migration to production environment -Final system testing for Go-Live -Minor system support for 60 days after Go-Live Remark: Shipping Fee Additional TAX $3,947.79 Total $60,922.79 Net 30 Days* I I understand and agree to the price above and the general condition(attached).In addition,terms and conditions in the Consulting Service Agreement will be applicable as well,if such an agreement has been signed with Calsoft Systems. Accepted by Print-Name Sijinature Date Notes : See'General Condition'sheet for additional terms. : Special offer of 1 Free SonicWALL NSA7500 FW HA unit is a Calsoft exclusive. : Tasks requested after normal Calsoft Systems business hours or holidays will be billed at 1.5 times block hour rates. : A deposit is required for hardware and software prior to the order,excluding labor. : Shipping is additional charge. General Conditions: Tax: -Sales tax,where applicable,is additional. Business Hours: -Calsoft business hours are Monday through Friday,9am to 6pm PST,except U.S.holidays. -150%of Calsoft standard rate will be applied for all services rendered outside of Calsoft's normal business hours. Invoicing Terms: -A deposit is required for hardware and software prior to the order,excluding labor. -Hardware and software availability and price are subject to change. -If actual hardware/software price differs and/or installation or implementation price differs from quote, additional payment will be required upon completion of the work. -All parties agree that all hardware/software will be billed and becomes the sole property of the purchaser prior to commencement of configuration/installation. Payment Terms: -Payment is required fourteen days from invoice date(Net 30) Shipping and other expenses: -Shipping fee is additional and subject to change. -Travel expenses are not included in this quote. Actual travel expenses will be charged after services are rendered. (e.g.Air fare,hotel,rental car,gasoline,taxi,parking, per diem etc.) Limited Liability: -IN NO EVENT SHALL EITHER PARTY OR ITS AGENTS, PERSONNEL OR REPRESENTATIVES BE LIABLE TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES INCLUDING LOST PROFITS, LOSS OF USE OR LOSS OF DATA. IN NO EVENT SHALL THE TOTAL LIABILITY OF CALSOFT UNDER THIS AGREEMENT EXCEED THE AMOUNT ACTUALLY PAID CALSOFT FOR THE SERVICES UNDER THE QUOTE UNDER WHICH THE LIABILITY AROSE.