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HomeMy WebLinkAbout05993 - COMPUTER GALLERY NETWORK ASSESSMENT CONSULTING AGR CONSULTING SERVICES AGREEMENT (COMPUTER GALLERY NETWORK ASSESSMENT) THIS AGREEMENT FOR CONSULTING SERVICES (the "Agreement") is made and entered into this 30a' day of June, 2010, by and between the City of Palm Springs, a California charter city and municipal corporation("City"), and Computer Gallery("Consultant"). RECITALS A. City requires the services of a Network and Information Technology Consultant for a comprehensive City Network Assessment ("Project"). B. Consultant has submitted to City a proposal to provide Network Assessment services to City pursuant to the terns of this Agreement. C. Based on its experience, education, training, and reputation, Consultant is qualified to provide the necessary services to City for the Project and desires to provide such services. D. City desires to retain the services of Consultant for the Project. NOW, THEREFORE, in consideration of the promises and mutual agreements contained herein, City agrees to retain and does hereby retain Consultant and Consultant agrees to provide services to the City as follows: AGREEMENT 1. CONSULTANT SERVICES 1.1 Scope of Services. In compliance with all terms and conditions of this Agreement, Consultant shall provide Network Assessment services to City as described in the Scope of Services/Work attached to this Agreement as Exhibit "A" and incorporated herein by reference (the "services" or "work"), which includes the agreed upon schedule of performance and the schedule of fees. Consultant warrants that all services and work shall be performed in a competent, professional, and satisfactory manner in accordance with all standards prevalent in the industry. In the event of any inconsistency between the terms contained in the Scope of Services/Work and the terns set forth in the main body of this Agreement, the terms set forth in the main body of this Agreement shall govern. 1.2 Compliance with Law. All services rendered under this Agreement shall be provided by Consultant in accordance with all applicable federal, state, and local laws, statutes and ordinances and all lawful orders, rules, and regulations promulgated thereunder. 1.3 Licenses and Permits. Consultant shall obtain at its sole cost and expense such licenses, permits, and approvals as may be required by law for the performance of the services required by this Agreement. j Revised:3/23/07 715182.1 1.4 Familiarity with Work. By executing this Agreement, Consultant warrants that it has carefully considered how the work should be performed and fully understands the facilities, difficulties, and restrictions attending performance of the work under this Agreement. 2. TIME FOR COMPLETION. The time for completion of the services to be performed by Consultant is an essential condition of this Agreement. Consultant shall prosecute regularly and diligently the work of this Agreement according to the agreed upon schedule of performance set forth in Exhibit "A." Consultant shall not-be accountable for delays in the progress of its work caused by any condition beyond its control and without the fault or negligence of Consultant. Delays shall not entitle Consultant to any additional compensation regardless of the party responsible for the delay. 3. COMPENSATION OF CONSULTANT 3.1 Compensation of Consultant. For the services rendered pursuant to this Agreement, Consultant shall be compensated and reimbursed, in accordance with the schedule of fees set forth in Exhibit"A,"which total amount shall not exceed$24,988.20. 3.2 Method of Pa meat. In any month in which Consultant wishes to receive payment, Consultant shall no later than the first working day of such month, submit to City in the form approved by City's finance director, an invoice for services rendered prior to the date of the invoice. Payments shall be based on the rates as set forth in Exhibit "A" for authorized services performed. City shall pay Consultant for all expenses stated thereon, which are approved by City consistent with this Agreement, within thirty(30) days of receipt of Consultant's invoice. 3.3 Changes. In the event any change or changes in the Scope of Services/Work is requested by City, the parties hereto shall execute a written amendment to this Agreement, setting forth with particularity all terms of such amendment, including, but not limited to, any additional fees. An amendment may be entered into: A. To provide for revisions or modifications to documents or other work product or work when documents or other work product or work is required by the enactment or. revision of law subsequent to the preparation of any documents, other work product, or work; B. To provide for additional services not included in this Agreement or not customarily furnished in accordance with generally accepted practice in Consultant's profession. 4. PERFORMANCE SCHEDULE 4.1 Time of Essence. Time is of the essence in the performance of this Agreement.. 4.2 Schedule of Performance. All services rendered pursuant to this Agreement shall be performed pursuant to the agreed upon schedule of performance set forth in Exhibit "A." The extension of any time period must be approved in writing by the Contract Officer. 2 Revised.3/23/07 715182.1 4.3 Force Majeure. The time for performance of services to be rendered pursuant to this Agreement may be extended because of any delays due to unforeseeable causes beyond the control and without the fault or negligence of Consultant, including, but not limited to, acts of God or of a public enemy, acts of the government, fires, earthquakes, floods, epidemic, quarantine restrictions, riots, strikes, freight embargoes, and unusually severe weather if Consultant shall within ten(10) days of the commencement of such condition notify the Contract Officer who shall thereupon ascertain the facts and the extent of any necessary delay, and extend the time for performing the services for the period of the enforced delay when and if in the Contract Officer's judgment such delay is justified, and the Contract Officer's determination shall be final and conclusive upon the parties to this Agreement. 4.4 Term. Unless earlier terminated in accordance with Section 9.5 of this Agreement, this Agreement shall continue in full force and effect for a period of six months, commencing on June 30, 2010, and ending on December 30, 2010, unless extended by mutual written agreement of the parties. 5. COORDINATION OF WORK 5.1 Representative of Consultant. The following principal of Consultant is hereby designated as being the principal and representative of Consultant authorized to act in its behalf with respect to the services and work specified herein and make all decisions in connection therewith: Joe Popper, President. It is expressly understood that the experience, knowledge, education, capability, and reputation of the foregoing principal is a substantial inducement for City to enter into this Agreement. Therefore, the foregoing principal shall be responsible during the term of this Agreement for directing all activities of Consultant and devoting sufficient time to personally supervise the services hereunder. The foregoing principal may not be changed by Consultant without prior written approval of the Contract Officer. 5.2 Contract Officer. The Contract Officer shall be the City Manager, or his/her designee. It shall be the Consultant's responsibility to keep the Contract Officer, or his/her designee, fully informed of the progress of the performance of the services and Consultant shall refer any decisions that must be made by City to the Contract Officer. Unless otherwise specified herein, any approval of City required hereunder shall mean the approval of the Contract Officer. 5.3 Prohibition Against Subcontractin or Assi nment. The experience, knowledge, education, capability, and reputation of Consultant, its principals and employees, were a substantial inducement for City to enter into this Agreement. Therefore, Consultant shall not contract with any other individual or entity to perform in whole or in part the services required hereunder without the express written approval of City. In addition, neither this Agreement nor any interest herein may be assigned or transferred, voluntarily or by operation of law, without the prior written approval of City. 5.4 Independent Contractor. Neither City nor any of its employees shall have any control over the manner, mode, or means by which Consultant, its agents or employees, perform the services required herein, except as otherwise set forth herein. Consultant shall perform all services required herein as an independent contractor of City and shall not be an employee of 3 Revised'3/23107 715192.1 City and shall remain at all times as to City a wholly independent contractor with only such obligations as are consistent with that role; however, City shall have the right to review Consultant's work product, result, and advice. Consultant shall not at any time or in any manner represent that it or any of its agents or employees are agents or employees of City. 5.5 Personnel. Consultant agrees to assign the following individuals to perform the services set forth herein. Consultant shall not alter the assignment of the following personnel without the prior written approval of the Contract Officer. Acting through the City Manager, the City shall have the unrestricted right to order the removal of any personnel assigned by Consultant by providing written notice to Consultant. Name: Title: Any qualified Computer Gallery employee or designee that has the experience, education, training, and reputation pursuant to best industry standards to perform such assignment and/or task. 6. INSURANCE Consultant shall procure and maintain, at its sole cost and expense, policies of insurance as set forth in Exhibit"B,"which is attached hereto and is incorporated herein by reference. 7. INDEMNIFICATION AND LIMITS OF LIABILITY. 7.1 Indemnification. Each party (the "Indemnifying Party") will defend, indemnify and hold harmless the other party and all of its officers, directors, employees, agents, successors and assigns (the "Indemnified Party") from and against any and all third party claims, demands, actions, suits, losses, liabilities, damages (including taxes), and all related costs and expenses, including without limitation reasonable attorneys' fees (collectively"Losses") and result from (i) the negligent, willful or reckless act or omission of the Indemnifying Party, or(ii) death,personal injury, bodily injury or property damage caused by the Indemnifying Party. The Indemnifying Party's obligation to indemnify hereunder is predicated upon the Indemnified Party (a) giving prompt written notice of any Loss, (b) giving the Indemnifying Party the opportunity to assume sole control over the defense and settlement, if applicable, of the Loss, and (c) providing, at the Indemnifying Party's sole expense, all reasonably requested and relevant information, assistance and authority to enable the Indemnifying Party to perform its obligations hereunder. The Indemnifying Party agrees not to settle any Loss without the Indemnified Party's written consent, which shall not be unreasonably withheld. 7.2 Limits of Liability. Consultant provides a warranty of good workmanship with regard to all services provided under this Agreement. This warranty shall be the only warranty made by Consultant, and is in lieu of all other warranties, express or implied. Notwithstanding the Indemnification provisions in Section 7.1, Consultant shall not be liable for the loss of profit, revenue or data arising out of the subject matter of this Agreement, even if Consultant shall be been advised of the possibility of such potential loss or damage, except to the extent such loss of profit, revenue or data is caused by the gross negligence, recklessness, or willful misconduct of Consultant. 4 Revised:3/23/07 715182.1 8. RECORDS AND REPORTS 8.1 Reports. Consultant shall periodically prepare and submit to the Contract Officer such reports concerning the performance of the services required by this Agreement as the Contract Officer shall require. 8.2 Records. Consultant shall keep such books and records as shall be necessary to properly perform the services required by this Agreement and enable the Contract Officer to evaluate the performance of such services. The Contract Officer shall have full and free access to such books and records at all reasonable times, including the right to inspect, copy, audit, and make records and transcripts from such records. 8.3 Ownership of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of this Agreement shall be the property of City and shall be delivered to City upon request of the Contract Officer or upon the termination of this Agreement, and Consultant shall have no claim for further employment or additional compensation as a result of the exercise by City of its full rights or ownership of the documents and materials hereunder. Consultant may retain copies of such documents for its own use. Consultant shall have an unrestricted right to use the concepts embodied therein. 8.4 Intellectual Proprietary Information. City acknowledges that in the performance of services under this Contract, Consultant may provide City with infon-nation Consultant deemed Intellectual, Proprietary Information and/or trade secret information. The City shall: (1) take suitable precautions to maintain the confidentiality of the confidential information; (ii) not disclose or otherwise furnish the confidential information except for: (a) employees or independent contractors of the City who have a need to know the confidential information to perform official duties and/or contractual obligations provided such employees or independent contractors are obligated to maintain the confidentiality of the confidential information; and (b) third parties to whom disclosure is required by applicable Federal or State law. Consultant acknowledges that City is a public entity and subject to the requirements of the California Public Records Act. The California Public Records Act recognizes that certain confidential trade secret information may be protected from disclosure. Generally, a trade secret exemption is for infonnation, including a formula, pattern, compilation, program, device, method, technique or process that (i) derives independent economic value, actual or potential, from not being generally known to the public or to other persons who can obtain economic value from its disclosure or use; and (ii) is the subject of efforts that are reasonable under the circumstance to maintain its secrecy. If Consultant contends that any information and/or a document submitted to the City is confidential under the Public Records Act, Consultant must submit an explanation as to why such information or documents is exempt from disclosure. Consultant shall clearly label each 5 Revised:3/23/07 715182.1 document as confidential and enclose the Consultants explanation as to why withholding the information is permissible under the Public Records Act. Consultant shall indemnify and hold harmless the City of Palm Springs, or its officials, officers, employees and agents, for any loss, claim or suit, including attorneys' fees, brought on by a person challenging the City's refusal to release the documents that are marked as confidential. If a request is made for the disclosure of information that is marked as confidential, City will provide Consultant notice to allow Consultant to seek protection from disclosure by a court of competent jurisdiction. 8.5 Secure Transactions. Consultant has implemented and will maintain security systems for the transmission of the City's information, consisting of encryption and firewall technologies that are understood in the industry to provide adequate security for the transmission of such information over the Internet. 8.6 Non-Disclosure. Consultant acknowledges that in the performance of services under this Contract, Consultant may have access to nonpublic and/or confidential information pertaining to the City and its operations. Consultant agrees to maintain the confidentially of such information, and will: (i) use the confidential information solely for the purposes set forth in this Contract; (ii) take suitable precautions and measures to maintain the confidentiality of the confidential information of the City; and (iii) not disclose or otherwise furnish the confidential information to any third party. 8.7 Release of Documents. All drawings, specifications, reports, records, documents, and other materials prepared by Consultant in the performance of services under this Agreement shall not be released publicly without the prior written approval of the Contract Officer. 8.8 Cost Records. Consultant shall maintain all books, documents, papers, employee time sheets, accounting records, and other evidence pertaining to costs incurred while performing under this Agreement and shall make such materials available at its offices at all reasonable times during the term of this Agreement and for three (3) years from the date of final payment for inspection by City and copies thereof shall be promptly furnished to City upon request. 9. ENFORCEMENT OF AGREEMENT 9.1 California Law. This Agreement shall be construed and interpreted both as to validity and to performance of the parties in accordance with the laws of the State of California. Legal actions concerning any dispute, claim, or matter arising out of or in relation to this Agreement shall be instituted in the Superior Court of the County of Riverside, State of California, or any other appropriate court in such county, and Consultant covenants and agrees to submit to the personal jurisdiction of such court in the event of such action, 9.2 Waiver. No delay or omission in the exercise of any right or remedy of a non- defaulting party on any default shall impair such right or remedy or be construed as a waiver.. No consent or approval of City shall be deemed to waive or render unnecessary City's consent to 6 Revised:3/23/07 715182.1 or approval of any subsequent act of Consultant. Any waiver by either party of any default must be in writing and shall not be a waiver of any other default concerning the same or any other provision of this Agreement. 9.3 Riihts and Remedies are Cumulative. Except with respect to rights and remedies expressly declared to be exclusive in this Agreement, the rights and remedies of the parties are cumulative and the exercise by either party of one or more of such rights or remedies shall not preclude the exercise by it, at the same or different times, of any other rights or remedies for the same default or any other default by the other party. 9.4 Legal Action. In addition to any other rights or remedies, either party may take legal action, in law or in equity, to cure, correct, or remedy any default, to recover damages for any default, to compel specific performance of this Agreement, to obtain injunctive relief, a declaratory judgment, or any other remedy consistent with the purposes of this Agreement. 9.5 Termination Prior to Expiration of Term. City reserves the right to terminate this Agreement at any time, with or without cause, upon thirty (30) days written notice to Consultant, except that where termination is due to the fault of Consultant and constitutes an immediate danger to health, safety, and general welfare, the period of notice shall be such shorter time as may be determined by the City. Upon receipt of the notice of termination, Consultant shall immediately cease all services hereunder except such as may be specifically approved by the Contract Officer. Consultant shall be entitled to compensation for all services rendered prior to receipt of the notice of termination and for any services authorized by the Contract Officer thereafter. Consultant may terminate this Agreement, with or without cause, upon thirty (30) days written notice to City. 10. CITY OFFICERS AND EMPLOYEES; NON-DISCRIMINATION 10.1 Non-Liability of City Officers and Employees. No officer or employee of City shall be personally liable to the Consultant, or any successor-in-interest, in the event of any default or breach by City or for any amount which may become due to the Consultant or its successor, or for breach of any obligation of the terms of this Agreement. 10.2 Covenant Against Discrimination. Consultant covenants that, by and for itself, its heirs, executors, assigns, and all persons claiming under or through them, that there shall be no discrimination or segregation in the performance of or in connection with this Agreement regarding any person or group of persons on account of race, color, creed,religion, sex, marital status, disability, sexual orientation,national origin, or ancestry. 11. MISCELLANEOUS PROVISIONS 11.1 Notice. Any notice, demand, request, consent, approval, or communication either party desires or is required to give to the other party or any other person shall be in writing and either served personally or sent by pre-paid, first-class mail to the address set forth below. Either party may change its address by notifying the other party of the change of address in writing. Notice shall be deemed communicated seventy-two (72) hours from the time of mailing if mailed as provided in this Section. 7 Revised:3/23/07 715182.1 To City: City of Palm Springs Attention.: City Manager and City Clerk' 3200 E. Tahquitz Canyon Way Palm Springs, California 92262 To Consultant: Computer Gallery Attention: Joe Popper 73-965 Highway I I I Palm Desert, California 92260 11.2 Hardware Warranty. All hardware furnished hereunder is warranted to be free from defects in materials and workmanship as specified by the respective manufacturers. Consultant may repair or replace, at its sole expense and option but in accordance with the manufacturer's warranty, any defective hardware, provided that the City has timely notified Consultant and Consultant has found the hardware to be defective. City's sole and exclusive remedy hereunder shall be limited to the repair or replacement specified herein. The express warranties set forth in this agreement are in lieu of all other warranties, express or implied, including, without limitation those of merchantability, fitness for a particular purpose, or otherwise. 11.3 Software_Warranty. Software will be installed per the publisher's guidelines and is warranted against failure by the publisher as specified by the publisher. Notwithstanding the foregoing, Consultant provides the software and accompanying materials (including instructions for use) "as is"without any warranty by Consultant of any kind. Consultant does not warrant, guarantee or make any representations regarding the use, or the results of use, of the software or written materials in terms of correctness, accuracy, reliability, current issue or otherwise. The entire risk as to the results and performance of the software is assumed by City. If the software or written materials are defective City and not Consultant, its agents or employees, assume the entire cost of all servicing, repair, or corrections. The above is the only software warranty of any kind, either express or implied, and is in lieu of all warranties, including, but not limited to, the implied warranties of merchantability and fitness for a particular purpose. no oral or written information or advice given by Consultant, or its agents or employees shall create a warranty and City may not rely on any such information or advice. City may have other rights which vary from state to state. 11.4 Use of Tools. Consultant at is sole discretion may install software and/or hardware to assists in the process of managing and maintaining the City's network. City agrees to abide by the licenses of the respective software publishers and hardware manufacturers. Copies of the respective licenses are available upon request. Upon termination of this agreement, City agrees to remove and return all property of Consultant promptly. City will not hold any equipment belonging to Consultant for claims of set-off or reduction for any purpose whatsoever. City agrees to deinstall all software associated with Consultant's managed services. If City fails to return any software and/or hardware, Consultant is entitled to collect Consultant published list price of product in damages. City agrees to allow Consultant access to any Consultant hardware or software on customer site during normal business for maintenance purposes provided 8 Revised:3/23/07 715182.1 Consultant has given reasonable notice to City. City is responsible for Consultant's equipment while equipment is on City's site. If Consultant equipment is damaged in any way due to the gross negligence, recklessness, or willful misconduct of the City, the City has full responsibility for costs associated with replacement. 11.5 Integrated Agreement. This Agreement contains all of the agreements of the parties and cannot be amended or modified except by written agreement. 11.6 Amendment. This Agreement may be amended at any time by the mutual consent of the parties by an instrument in writing. 11.7 Seyerability. In the event that any one or more of the phrases, sentences, clauses, paragraphs, or sections contained in this Agreement shall be declared invalid or unenforceable by valid judgment or decree of a court of competent jurisdiction, such invalidity or unenforceability shall not affect any of the remaining phrases, sentences, clauses, paragraphs, or sections of this Agreement,which shall be interpreted to carry out the intent of the parties hereunder. 11.8 Authority: The persons executing this Agreement on behalf of the parties hereto warrant that they are duly authorized to execute this Agreement on behalf of said parties and that by so executing this Agreement the parties hereto are formally bound to the provisions of this Agreement. [SIGNATURE PAGE SEPARATELY ATTACHED] 9 Revised:3/23/07 715182.1 IN WITNESS WHEREOF, the parties have executed this Agreement as of the dates stated below. "CITY" City of Palm Springs Date: By: -'� David H. Ready APPROVED BY CITY MANAGER City Manager APPROVED AS TO FORM: ATTEST Y• Y• Douglas C. Ho ames Thompson, City Attorney , ... City Clerk "CONSULTANT" Computer ery Date: Z By 7pper P dent 10 Revised:3/23/07 715192.1 EXHIBIT "A" CONSULTANT'S SCOPE OF SERVICES/WORK Including, Schedule of Fees And Schedule of Performance 1 Revised:3/23/07 71.5182.1. COMPUTE. R GALLEIRY WORK NETWOKK N:AHLEp SOLUTIONS Client': City of Palm Springs Scheduled:,., Address: 3200 E. Taqu,i#,Canyon Way'' Teph: City/State,/Zip: Palm Spriggs, CA `922,63 Time & Materidlti Phone: 760-323-82:04 Pax: 760-323-8207 Ph no Support: "Contact: James Thompson Fixed Rid: Yes Rows:E-Mail; Jay.Thomprs6n4polm'springs-ca.gov S-Pak" R e. Date/Time of Call,, 7/7/2010 :10 PM Ma nt: 1 ;, Trpvel Zone: Scopie U Wo rk The Computer Gallery Network assessment is designed to provide a comprehensive riMewv of your r omputer and IT infrastructure.The purpose of an assessment is to document the network as`it lexists Oth'e timp.of'th -0-sessment and provide recommendations for,improvements. The following Information will be compiled: Hardware inventory of workstations and servers • Software inventory of workstations and servers • Printer inventory • Network Infrast'ructure',inventory and condition • A complete lisle of network users • Current network performance • A complete list of vendors that provide support for any portion of the network "r.e. internet.service.provider, line of business software,etc. • General business requirements as it relates to the network • Limited interviews with key employees as needed and if necessary to help determine business strateicRokajectives as it relates to the network The following deliverable,will be created.as a result ofthe assessment: • Recommendations—Computer Gallery will provide recommendations to brim the networkto current standards * The User Matrix—a'document that details each user and the software,printers,and policies,required for them to perform their Job as it relates to the network. • The Network Diagram' this is a logical representation of the current network + Per Device Inventory Report—This report will detail the hardware and software contained on,each workstation and server • Remediation Proposal --Based on the findings of the assessment,Computer Gallery will deliver a proposal to bring' the network up to current technology standards. 73-965 HIGHWAY 111 • PALM DESERT, CA 92240,'" 7'40.779.1001 • FAX 760.770,0771 www.computer.,gollety.com Scope of Workx Continued • 1 Server Assessment-Deliverable report includes full inventory of software'and hardware. Any re necessary to bring the server up to current stattdtr�ls will be.deta!led. • 1 Workstation Assessment-Deliverable report includes full inventory of soflw.are and hardware, Any remediation necessary to bring'the workstation up to current standards;will bedetailed. + 1 Printer-Assessment-Deliverable report includes full inventory of;,software and hardware. Any remedi'ation nec nary to bring the:printer up to current standards Wll`lie dett • 1 Provide reports on Server and hletwork Desigm:Services and Infrastructure • 1 Provide reports,on Desktop 5ervlites,Software<and Hardware Condition,and LJ5461 Me • 1 Provide reports on Network,Wireless and Physi'c'al Security • 1 Provide reports on Backup, Business Continuity and[disaster kecovery • 1 'Provide reports on procedures,staffing,documentatiop'i Software licensing This total is not a guaranteed time quote. The above titnle estimates represent standard instaIjation >warnes with no equipment compatibility issues. Due to the con�pleatities of computer systems,we cannot'forasee all,eontingOpcies or:compatibility issues. 'If'we exceed our time estimates you, ure respr7nsible for the additional trtr'O~ 'VU tfieref0re provide this scope for planning purposesonly. Contact `M es .� $40 f-4l i�ifu r fe. represent that I have the qu"thorny 10,gip 'o a Scope of Work un.d to sl4h clo'eOrnentt for the above person or company. 73-965 HIGHWAY 111 • PALM DESERT, (A 97260 • 760.779.1001 • rAx 760,779.0771 www.Com p utor-g ql lery.com 73-965 Highway 111 QUOTE C �'��'y G�� Palm Desert,Ca 92260 l i1 �60-779-1001 )W PQ37331. 760-779 ©771 Lt,fi/1 /1'0 .. NlFarokhmanes .. City of Palm Springs City of Prim Springs James Thompson James Thompson 3200 E. Taquitz'Canyon,Way 3200 E,. Taquitz Canyon Way Palm Springs,CA 92263 Palm Springs,CA 92263, ph 760-3.23-8204 fax 760 3,2 VO 1 NetworkzAssessment Deliverables as described in Scope Work 04,988.20 $24'988.20 (90)5grver Assessment:-Deliverable report includes full it vontory of software and hardware: Any,remediatlon necessary to bring the server up to current.standards will lie detailed, (600)Workstation Assessment-Deliverable report includes full inventory of software and'hardware.Any remediation necessary to bring the workstation up to current'standards will be detailed. (2.88) Printer Assessment Deliverable report includes full inventory of software,and hardware,Any temediation Ii ceasary''to bring the printer up'to current standards will be detailed.' Limitations This Scope of Work assumes the network counts provided by the City of Palm'�prings.are accurate to+/ 5%. If the counts are not within this margin of errgr,a change order will be required to complete the assessment. S.ubTotal' ,$24,988.20' Sales Tax Shipping $0.00 Total' $N,988:20' Please order the above items on my behalf. gnatu e Da 07 ZYnd 16 Pri s quoted are good for 15 days. Payment terms are 50°I�down 50'/o upon receipt or approved,finance plan. ny items are not returnable.All returns are subject to a 20% restock fee. Computer Oa lery standard Terms and Conditions.apply to this order: Please,fax the signed quote back to Computer'Gal lery for order processing. Page 1 COMPUTER GALLERY NETWORK ENABLED SOLUTIONS Client. City of Palm Springs Scheduled: Address: 3200 E. Taquitz Canyon Way Tech: City/State/Zip: Palm Springs, CA 922631. Time Materials: Phone; 760,323-8204 Fax: 760-323-8207' :Phone Support-'. Contact: James Thompson Fixed Bid. Hours: E.-Mail: Jay.Thompson@palmsprings-ca.gov S-Pak: Rate: Dote/rime of Call: 7/7/2010 1:39�PM Mgint: Rate: Trq !+ l Z6h, : Dart . Schedule of Performance The estimated time for completion of the Network Assessment engagement is,60 to 90 days,, depending on the complexity of the City's computer systems and compatlb'ility issues, Computer gallery is to provide a detailed schedule of performance, inclWi'N task s'an'd estimated completion dates, as the first deliverable of the engagement, 73-965 HIGHWAY 111 PALM DESERT, CA 92260 • 760.779.1001 • FAx 760.779;0771 www.computer,,-,galle.ry.com T E R M S CompunR GALLERY & _ NETWORK ENABLED SOLUTIONS CONDITIONS General association or otherwise arising out of,or relating to the Equipment,use, possession,operation and/or condition,thereof,except as caused JSP Consulting Integration and Engineering,Inc.DBA Computer Gallery exclusively by Computer Gallery. (hereinafter referred to as"Computer Gallery")agrees to sell to Client identified on the executed quotation and/or on the executed Standard Software will be installed per the publisher's guidelines and is warranted Contract(hereinafter referred to as"Client")and Client agrees to buy from against failure by the publisher as specified by the publisher. Computer Gallery,the Equipment and Services listed on the quotation Notwithstanding the foregoing,Computer Gallery provides the software and attached to this Agreement and incorporated herein by this reference.Any accompanying materials(including instructions for use)"as is"without any purchase or future purchase of goods and services shall be in accordance warranty by Computer Gallery of any kind.Computer Gallery does not with the terms and conditions hereinafter provided. warrant,guarantee or make any representations regarding the use,or the results of use,of the software or written materials in terms of correctness, This Agreement,including any addendums and price schedules,contains accuracy,reliability,current issue or otherwise.The entire risk as to the the entire agreement between the parties with regard to the subject matter results and performance of the software is assumed by Client.If the software hereof,and Computer Gallery is not bound by any representations or or written materials are defective Client and not Computer Gallery,its inducements not set forth herein.Client acknowledges having read the terms agents or employees,assume the entire cost of all servicing,repair,or and conditions herein,including all of those on the subsequent pages, corrections.THE ABOVE IS THE ONLY SOFTWARE WARRANTY OF ANY addendums,and price schedules hereof and agrees to be bound thereby. KIND,EITHER EXPRESS OR IMPLIED,AND IS IN LIEU OF ALL WARRANTIES,INCLUDING,BUT NOT LIMITED TO,THE IMPLIED THIS AGREEMENT SHALL BECOME EFFECTIVE AND BINDING UPON WARRANTIES Of MERCHANTABILITY AND FITNESS FOR A PARTICULAR EXECUTION HEREOF BY CLIENT AND COMPUTER GALLERY.IN THE PURPOSE.NO ORAL OR WRITTEN INFORMATION OR ADVICE GIVEN ALTERNATIVE,IN THE EVENT THAT THIS AGREEMENT IS NOT SIGNED, BY COMPUTER GALLERY,OR ITS AGENTS OR EMPLOYEES SHALL IF THIS AGREEMENT REQUIRES THE SHIPMENT OF GOODS OR CREATE A WARRANTY AND CLIENT MAY NOT RELY ON ANY SUCH PERFORMANCE OF SERVICES,THIS AGREEMENT SHALL BE BINDING INFORMATION OR ADVICE.CLIENT MAY HAVE OTHER RIGHTS WHICH AND EFFECTIVE UPON THE SHIPMENT OR DELIVERY OF ANY OF THE VARY FROM STATE TO STATE. C DESCRIBED GOODS TO CLIENT,OR COMMENCEMENT OF PERFORMANCE OF ANY SERVICES,OR PAYMENT OF ANY DEPOSIT OR COMPUTER GALLERY PROVIDES A WARRANTY OF GOOD PARTIAL PAYMENT.ALL OF THE TERMS AND CONDITIONS SET FORTH WORKMANSHIP WI1 H REGARD 10 ALL SERVICES PROVIDED UNDER HEREIN ARE INCORPORATED BY THIS REFERENCE,INCLUDING THE THIS AGREEMENT. THIS WARRANTY SHALL BE THE ONLY WARRANTY ! AGREEMENT TO ARBITRATE IN THE EVENT OF ANY CONTROVERSY. MADE BY COMPU TER GALLERY,AND 15 IN LIEU OF ALL OTHER NO TERMS VARYING THE TERMS SET FORTH HEREIN,UNLESS WARRANTIES,EXPRESSED OR IMPLIED. Computer Gallery's limitation of SPECIFICALLY AGREED TO AND ACKNOWLEDGED BY THE PARTIES,IN liability,under this Agreement,for any reason whatsoever,shall be limited WRITING,SHALL BECOME A PART OF THIS AGREEMENT. to the amount of the specific project,one monthly service fee or dispatched t service in question.In no case shall a project dependency or service LIMITATION OF LIABILITY AND WARRANTY dependency create a greater liability for Computer Gallery. g For the purpose of this Agreement,"Installation and Acceptance Date"is CLIENT AGREES TIIAT COMPUTER GALLERY SHALL NOT BE LIABLE FOR herein defined as the date upon which the equipment is installed at the ANY DIRECT,SPECIAL,INCIDENTAL,INDIRECT OR CONSEQUENTIAL Premises,and is substantially functioning.The estimated installation date is DAMAGES OR FOR THE LOSS OF PROFIT,REVENUE OR DATA ARISING x an approximate date and Computer Gallery shall not be liable for damages, OUT OF THE SUBJLC'I'MA'f TER OF I HIS AGREEMENT,EVEN IF special,consequential or otherwise,for delays in Installation and COMPUTER GALLERY SHALL HAVE BEEN ADVISED OF THE POSSIBII ITY Acceptance Date,including,but not limited to those caused by OF SUCH POT TNI IAL LOSS OR DAMAGE. 6 circumstances beyond Computer Gallery's reasonable control or for unforeseen circumstances in the installation of the equipment.Client agrees Terms of purchase for Equipment that it shall be conclusively presumed that Installation and Acceptance Date ?• is the commencement of the ten-day period In which the Client shall pay Unless otherwise modified by Computer Gallery in writing,the terms of Computer Gallery the total price less any down payment.Client shall payment of the prices set forth above shall be a down payment of fifty confirm the Installation and Acceptance Date in one of two ways.If percent(50%)of the total price upon execution hereof by the Client.The Computer Gallery deems the project large enough,Computer Gallery will initial deposit will be used to fund the Support Pak or project fee in Its create a document of substantial operability(DSO).Client may amend the entirety if a SupportPak or project fee has been purchased,with the balance. DSO In writing to specifying any defects in installation or other proper of the deposit being applied to the equipment purchase.The unpaid balance s. objection to the equipment.Computer Gallery will give completion dates of said purchase price shall he paid"net 10"days from the date when the for remedies of all documented issues and will remain liable for the DSO or ST is subscribed to by the Client and Computer Gallery's Engineer j completion of all documented issues.If the project is not large enough to attesting that said equipment is in operating condition according to accepted warrant a DSO,Client shall accept the delivery and acceptance date as and recommended standards.Such payments shall be made without claim specified by the installing Engineer on the executed Service Ticket(ST). of set-off or reduction for any purpose whatsoever.Upon receipt by Client may amend the ST in writing to specifying any defects in installation Computer Gallery of the total purchase price and the equipment is not _ or other proper objection to the equipment.Computer Gallery will give provided as"Hardware as a Service"(HaaS),Title of Equipment shall pass to completion darns for remedies of all documented issues and will remain Client. liable for the completion of all documented issues.It shall be conclusively presumed that the execution of the DSO or ST by the Client confirms If any of Client's obligation to Computer Gallery be not promptly paid when Client's inspection,satisfaction and unqualified acceptance of the due,or if Client breaches any provision hereof,Client shall be.in default Equipment.Whenever necessary under this Agreement,Computer Gallery hereunder and all unpaid installments shall become immediately due and shall test the Equipment by using either the manufacturer's or Computer payable.Upon Client's default,Computer Gallery shall have the rights and Gallery's standard inspection and diagnostic test procedures. remedies of a secured party under the Uniform Commercial Code and any other laws,including the right to any delinquent payments for which Client All hardware furnished hereunder is warranted to be free from defects in agrees to remain fully liable.Without prejudice to Computer Gallery's materials and workmanship as specified by the respective manufacturers, remedies hereunder,Computer Gallery shall be entitled to interest at the Computer Gallery may repair or replace,at its sole expense and option but rate of 1.5%per month or at the maximurn rate permitted by the law, in accordance with the manufacturer's warranty,any defective hardware, whichever is lower,from the first day of the calendar month for which dur provided that the Client has timely notified Computer Gallery and Computer until paid.As long as any part of the contract price remains outstanding,the Gallery has found the hardware to be defective.Client's sole and exclusive security interest granted hereby shall continue effective,and title Of the remedy hereunder shall be limited to the repair or replacement specified Equipment shall remain in Computer Gallery irrespective of any retaking herein.TFIE EXPRESS WARRANTIES SET FORTH IN THIS AGREEMENT ARF and redelivery of collateral to Client until all amounts secured hereby arc IN LIEU Of ALL OTITER WARRANTIES,EXPRESS OR IMPI.IFD, full paid in money.If default continues for five(5)days after written or INCLUDING,WITHOUT I IMIIAIION]HOSE OF MERCIIANTABILITY, telegraphic notice thereof by Computer Gallery,Computer Gallery may FITNESS FOR A PARTICULAR PURPOSE,OR OTHERWISE. render the Equipment unusable until Computer Gallery receives payment in full. Client hereby assumes and shall bear the entire risk of direct and consequential loss and damage to Equipment or any part thereof from the Terms of purchase for Platinum Monthly Managed Services date of delivery to Premises.Client shall pay any Municipal,County,State or Federal sales,excise or other taxes which may be laid upon the..sale, T he monthly servirr term is effective fiom the.Commencement Date set transfer of ownership or installation of the..Equipment.Client shall indemnify forth on the contract page of this Agreement and shall remain in effect as Computer Gallery against and hold Computer Gallery harmless from any specified on the contract page.No work shall occur until such time as the and all claims,actions,suits proceedings,costs,expenses,damages and initial monthly service fee is deposited with Computer Gallery liabilities,including attorney's fees,claimed by any person,organization, 73.965 Hwy 111 • PALM DESERT, CA 92260 • 760.779.1001 • FAX 760.779.0771 www.computer-gailery.com I I Computer Gallery will provide remedial and preventative maintenance for all service work will be billed at Computer Gallery standard SupportPak Client on an as needed basis at the request of Client or as scheduled by rates.All material costs will be charged to client. Computer Gallery,Maintenance shall include resolving service Issues as Identified by Computer Gallery,the Client,or Computer Gallery Monitoring Computer Gallery will make available to client as part of Gold service, Systems.Computer Gallery will proactively service network equipment access to Computer Gallery help desk facilities during normal business according to Computer Gallery service policy as detailed by Computer hours.Client may call help desk for resolution of the general network Gallery's proactive service checklist.Computer Gallery's proactive service problems.Computer Gallery will install on clients workstations remote checklist is available for inspection at the request of the Client.Computer control software to enable remote deliver of service.Client agrees to allow Gallery will provide die labor necessary to restore a failed server or Computer Gallery access to its network via this connection method.Client workstation to its previously working condition due to one of the following will be charged for help desk support at SupportPak rates.A minimum'h f failure conditions:failed hard drive,failure due to malicious code(virus) hour charge will be assessed for each help desk call.Help desk calls in infection,failure due to malicious software attack(hacker),or general excess of 30 minutes will be billed in 15 minute increments thereafter. physical or mechanical failure.Part costs associated with the repair or replacement of any of the previously mentioned events are the responsibility If client purchases patching services,Computer Gallery will patch operating of the Client.Significant upgrades to hardware,software or operating systems according to Computer Gallery documented patch list and in systems are not covered under monthly maintenance.Computer Gallery at accordance with Software Publishers guidelines with a 90%success rate. its sole discretion is responsible for determining if a requested upgrade is Operating System support packs will be applied at the discretion of covered under monthly maintenance. Computer Gallery or at the Request of Client.Computer Gallery will periodically and at its sole discretion upgrade operating system utilities such Computer Gallery will make available to client as part of platinum service, as Internet Explorer to the latest version.Patching service pricing is detailed access to Computer Gallery help desk facilities during normal business on the executed Standard Contract.On occasion,patching services may hours.Client may call help desk for resolution of the general network cause problems with the machine receiving the patch.Any remediation problems.Computer Gallery will Install on clients workstation remote necessary to correct the problems caused by the patch deployment is not control software to enable remote deliver of service.Client agrees to allow included in patch services.Computer Gallery will resolve any issues caused Computer Gallery access to its network via this connection method. by the patch at normal SupportPak rates. Computer Gallery will patch operating systems according to Computer If client purchases monitoring service,Computer Gallery will monitor client Gallery documented patch list and in accordance with Software Publishers network for problems from Its Network Operations Center(NOC)on a 7X24 guidelines with a 90%success rate.Operating System support packs will be basis.Computer Gallery will provide monitoring for 4(four)KNE's(Key applied at the discretion of Computer Gallery or at the Request of Client, Network Elements)as part of the base monthly fee.Additional KNE Computer Gallery will periodically and at its sole discretion upgrade monitoring may be purchased at the rates indicated on the standard operating system utilities such as Internet Explorer to the latest version. contract.Computer Gallery will maintain the NOC at a 95%availability Patching is included in the platinum service rate.On occasion,patching level.Computer Gallery will respond to alerts generated by the NOC during services may cause problems with the machine receiving the patch.Any normal business hours for Gold service clients.Silver service clients have remediation necessary to correct the problems caused by the patch alerts forwarded to them and are the responsibility of the client.After hours deployment is included with Platinum service, emergency response to NOC alerts are billed as a surcharge as detailed in the Computer Gallery rate sheet.Client roust Initiate any after hours Computer Gallery will monitor client network for problems from its Network emergency requests.Pricing for Silver and Gold monitoring service is Operations Center(NOC)on a 7X24 basis as part of platinum service. detailed on the executed Standard Contract. Computer Gallery will maintain the NOC at a 95%availability level. Computer Gallery will respond to alerts generated by the NOC during For Gold level service customers,emergency response during business ' normal business hours.After hours emergency response to NOC alerts are hours will be within 8 hours of the service request.Computer Gallery will billed as a surcharge as detailed in the Computer Gallery rate sheet.Client achieve this service level with a minimum 80%success rate. must initiate any after hours emergency requests. ' Computer Gallery will at its discretion,periodically provide Client with Emergency Response during business hours will be within 4 hours of the reports taken from Clients employees or system.Client has final service request.Emergency response during business hours is included in responsibility for the accuracy and integrity of these reports,the system,its the platinum service agreement.Computer Gallery will achieve this service contents,and its ongoing operation. level with a minimum AO'/.success rate. Pricing of monthly service is detailed on the executed standard contract. Computer Gallery will periodically meet with the Client to provide ongoing General Service work not covered by silver or gold service is billed on a recommendations for system operations and optimization.Computer time and materials basis.SupportPaks can be used to cover labor costs. Gallery will at its discretion,periodically provide Client with reports taken Payment of monthly service is due in full prior to the beginning of month the from Clients employees or system.Client has final responsibility for the service is rendered.Computer Gallery shall have no obligation to perform accuracy and integrity of these reports,the system,its contents,and its services for Client if the Client fails to keep their service account current. ongoing operation. The.term of service begins on the date specified on the executed standard Pricing of services for monthly maintenance is on a per device basis as contract and continues for the term specified.Computer Gallery,at its detailed on the executed standard contract.If the Client increases the device discretion,may raise the price of service.Client may either accept the price count of the network,Computer Gallery will increase the monthly service increase,which will be reflected in the next billing cycle or cancel service. fee in accordance with the executed standard contract.The price increase If the Client cancels service,the current pricing and agreement will remain will be billed with regular monthly payment and is made part of the term of in effect for 90 days after written notice to Computer Gallery not to accept the original contract.Payment of monthly service is due in full prior to the the price increase.The agreement shall automatically renew for a successive beginning of month the service is rendered.Computer Gallery shall have no term equal to the term of the original agreement unless Client or Computer obligation to perform services for Client if the Client fails to keep their Gallery provides written notice to the other of its intention to terminate the service account current. plan at least ninety(90)days prior to the expiration of the term or subsequent terms. The term of service begins on the date specified on the executed standard contract and continues for the terra specified.Computer Gallery,at its Terms of purchase for Security Services discretion,may raise the price of service.Client may either accept the price increase,which will be reflected in the next billing cycle or cancel service. 1 he monthly service term is effective from the Commencement Date set If the Client cancels service,the current pricing and agreement will remain forth on the contract page of this Agreement and shall remain in effect as in effect for 90 days after written notice to Computer Gallery not to accept specified on the contract page.In no event shall the term be.less than one. the price increase.The agreement shall automatically renew for a successive year.No service shall be given until such time as the initial monthly service terra equal to the term of the original agreement unless Client or Computer fee is deposited with Computer Gallery Gallery provides written notice to the other of its intention to terminate the plan at least ninety(90)days prior to the expiration of the term or If client subscribes to security services,Computer Gallery will provide the subsequent terms. necessary equipment(HaaS)and software to provide the following services on an a la carte basis: Terms of purchase for Silver or Gold Monthly Managed Services Firewall Service-Computer Gallery will provide a firewall for the use of the r The monthly service terra is effective from the Commencement Date set custurner.flrewall shall also be capable of basic network address forth on the contract page of this Agreement and shall remain in effect as translation,routing,and IPsec tunnels(VPN).All equipment provided by specified on the contract page.No work shall occur until such time as the Computer Gallery is owned by Computer Gallery for the purpose of initial monthly service fee is deposited with Computer Gallery providing service outlined in this agreement.All equipment will be kept under warranty/maintenance during the period of the agreement and Computer Gallery will provide remedial and preventative maintenance for equipment will be replaced according to the manufacturer warranty. Client on an as needed basis at the request of Client.Maintenance shall include resolving service issues as identified by Computer Gallery,the Intrusion Prevention System-Computer Gallery will provide to customer an Client,or Computer Gallery Monitoring Systems.Unless otherwise stated, intrusion prevention system to thwart basic system attacks.Computer COMPUTER GALLERY NETWORK ENABLED SOLUTIONS I 4 I Gallery will customize the IPS ruIeset on an ongoing basis to defend against provide adequate space for the Equipment.Client will provide adequate general security issues.lhe IPS system can be monitored by Computer network or communication cable in accordance with standards as required Gallery.Monitoring Is an additional service and is not included in the price by Computer Gallery.Client will also insure that necessary light,adequate of IDS. separate AC power sources,ventilation and other physical characteristics necessary for the operation of the goods or services to be delivered Content Filtering-Computer Gallery will provide to client web content hereunder are available. filtering.Client web requests can be scanned and blocked as necessary to enforce company network acceptable use policy.Client will provide In the event that Client requires additions to or modifications of existing Computer Gallery feedback on what types of content is acceptable. equipment or an existing network,either Local area or Wide area,Computer Gallery reserves the right to Inspect said equipment or network.If Computer ! Spam Filtering-Client emails can be scanned for viruses and blocked. Gallery determines that said equipment or network does not meet minimum Client emails can be scanned for spam and flagged as such.Computer standards of performance.or practices,Computer Gallery shall inform Client Gallery will make its spare service available to the client via its designated of identified equipment network deficiencies.Computer Gallery shall then portal on a 7x24 basis. make recommendations In writing necessary to bring said equipment or network up to minimum standards of performance or practices.In any event I Pricing of the above services is detailed on the executed standard contract. Computer Gallery shall not be held responsible or liable for guarantees of Acceptance of any one security service does not Include portions of any prices,performance,or time frames resulting from such existing network or other service,Payment of monthly service is due in full prior to the equipment deficiencies. I beginning of month the service is rendered.Computer Gallery shall have no obligation to perform services for Client if the Client fails to keep their The Client will need to designate a single point of contact to interface with service account current. Computer Gallery.This network administrator will have the authority to I authorize purchases and generally dictate network policy to Computer Computer Gallery security services are provided as a basic foundation for Gallery.The network administrator Is responsible for maintaining the network security.Security Services will not make the client network company help desk.This includes triage of calls,assignment of work orders ' "Impenetrable"or provide absolute protection.Security services are to Internal personnel or Computer Gallery,and documentation of the intended to"harden"the client network such that would be attackers will completion of all work orders.Maintenance plans are very much a look elsewhere for easier targets.Computer Gallery makes no partnership arrangement.Success will be determined by active participation representations of compliance with various regulatory laws,such as CA on the customer's part.It is Computer Gallery's expectation that the AB700,HIPAA,Graham Leach Bliley,Sarbanes Oxley,or others,with customer will participate in the management process as well as provide the respect to provided security services.Computer Gallery recommends that necessary feedback for proper network maintenance. Client consults with its attorney for advice regarding compliance.Computer Gallery can arrange audits with certified third party security experts on If the client has purchased SupportPak services and the balance of the behalf of the Client. SupportPak falls negative and Client wants additional services performed, Client will add an additional amount to the SupportPak,such amount to be The term of service begins on the date specified on the executed standard mutually agreed upon.Work performed while the SupportPak remains contract and continues for the term specified.Computer Gallery,at its negative will be billed at standard rates and will not receive SupportPak discretion,may raise the price of service.Client may either accept the price discounts. Increase,which will be reflected in the next billing cycle or cancel service. If the Client cancels service,the current pricing and agreement will remain Computer Gallery will on occasion provide warranty work at the request of in effect for 90 days after written notice to Computer Gallery not to accept Client.Manufacturers require most warranty parts to be exchanged With the price increase.The agreement shall automatically renew for a successive Manufacturer provided service parts.Manufacturers require the return of term equal to the term of the original agreement unless Client or Computer those parts in extremely short time frames.Therefore,Client will return Gallery provides written notice to the other of its intention to terminate the service parts within 3 days of receipt of replacement parts.If client fails to plan at least ninety(90)days prior to the expiration of the term or return defective parts timely,and manufacturer charges Computer Gallery subsequent terms. for said part,Client agrees to reimburse Computer Gallery for all manufacturer charges related to said part. Terms of purchase for SupportPak Client will promptly provide approval or disapproval,while the Computer The SupportPak term Is effective from the Commencement Date set forth on Gallery Support Representative is on-site,for services required beyond the the contract page of this Agreement and shall remain in effect for one year one hour minimum labor and$100 parts limit described herein. If Client thereafter or until SupportPak is used up,whichever occurs first.No work fails to provide such timely approval,travel time required to make repairs shall occur until such time as the SupportPak is deposited with Computer caused by failure in timely approval will be charged at the labor rate Gallery. provided herein. SUPPORTPAK DEPOSIT Computer Gallery at is sole discretion may install software and/or hardware to assists in the process of managing and maintaining the clients network. Client will deposit with Computer Gallery the SupportPak amount given on Client agrees to abide by the licenses of the respective software publishers the first page of this Agreement. Unless stated otherwise,the and hardware manufacturers.Copies of the respective licenses are available Commencement Date shall be the date the SupportPak is received by upon request.Upon termination of this agreement,client agrees to remove Computer Gallery.Work done without a SupportPak on account is billed at and return all property of Computer Gallery promptly.Client will not hold full rate with no discount and is due and payable upon completion. any equipment belonging to Computer Gallery for claims of set-off or reduction for any purpose whatsoever.Client agrees to deinsrall all software Computer Gallery will provide remedial and preventative maintenance for associated with Computer Gallery's managed services.If Client fails to Client on an as needed basis at the request of Client. Client will be return any software and/or hardware,Computer Gallery Is entitled to collect invoiced by Computer Gallery for all services provided to Client at the Computer Gallery published list price of product in damages.Client agrees prices stated herein,however,the invoices will be paid from the SupportPak to allow Computer Gallery access to any Computer Gallery hardware or provided there is a positive balance remaining of the SupportPak. Such software on customer site during normal business for maintenance purposes invoices will be sent to Client for information purposes only, provided Computer Gallery has given reasonable,notice to client.Client is responsible for Computer Gallery equipment while equipment is on Client's At the end of the one year from the deposit of the SupportPak,the balance site.If Computer Gallery equipment is damaged in any way,such as fire or remaining of the SupportPak will be disposed of in one of two ways,at the natural disasters,or stolen from Client premises,the Client has full option of Client: responsibility for costs associated with replacement. 50%of the balance remaining will be returned to Client and.So%retained Client agrees that it shall not solicit for employment any employee of by Computer Gallery as an additional fee for the services provided under Computer Gallery during the term of this Agreement and for a period of one this Agreement,or year afterwards. Client agrees that,if it hires any employee of Computer Gallery during the period set forth above,It shall be presumed that Client 100%of the balance remaining will be applied to a SupportPak for Client in solicited the employee and Client shall pay to Computer Gallery,as the subsequent year,provided,the total amount of the new SupportPak is at liquidated damages,and not as penalty,an amount equal to twice the least as large as the prior year's SupportPak. annual salary paid to that employee by Computer Gallery. Computer Gallery shall have no obligation to perform services for Client if If Client has purchased any monthly service from Computer Gallery and the the balance remaining in the SupportPak falls below zero.Materials cannot term of the contract expires,Cornputer Gallery will continue to provide be.purchased with monies deposited on a SupportPak. service on a month to month basis.Client agrees to give 90 day advanced notice of cancellation of any term based service,whether it is the expiration RESPONSIBILITIES of CLIENT of a Standard Contract or month to month service. Prior to the installation of any equipment,Client shall prepare the installation site in accordance with Computer Gallery's installation instructions.Client shall specify the location for the installation.Client will CO1VNETWORK NA ROLED s°tuTr°"s R I I PRICING of Services disclosed by one to the other.In consideration of the receiving party being I granted access to such information,it is agreed as follows: Labor rates are specified on the attached Computer Gallery SupportPak rate sheet. These rates apply to services performed during normal business hours "Confidential Information"shall mean any information,technical data or 8-5 Monday through Friday. Services performed after hours and on know-how which relates to the business,services or products of the weekends will be billed at the specified rates times 1.5. disclosing party or a third parry,including without limitation,any research, products,services,developments,inventions,processes,techniques, A minimum one-hour of labor will be charged for each on-site service call, designs,distribution,engineering,marketing,financial,merchandising,sales No work will be performed for Client after the first hour without Client's and/or salary information which is disclosed by such party or on its behalf, prior approval. In addition,for each service call,no parts will be used before or after the date hereof,to the other party or its employees or agents, without Clients prior approval if the price of such parts is greater than$100. directly or indirectly,in writing,orally or by drawings or inspection and is • designated in writing as confidential,provided that if such information is in j A minimum of Yz hour of labor will be charged for each call to the help non-tangible information. "Confidential Information"does not include desk.All time billed on the help desk will assumed to be approved as Client information,technical data or know-how which(1)is already published or is involved with the process.If help desk personnel are unable to resolve the available to the public other than by a breach of this Agreement;(ii)is issue,an Engineer will be dispatched to the Client location.Standard rightfully received from a third party not in breach of any obligation of Computer Gallery SupportPak rates will apply die on-site service call. confidentiality;(iip is independently developed by personnel or agents of I the receiving party without access to the Confidential Information or the { There will be.a travel charge for travel time between Computer Gallery and other;(iv)is proven to be known to the receiving party at the time of Client's site.Travel charges are determined by geographic zones.Travel will disclosure;or(v)is provided in compliance with applicable law or a court be billed according to the geographic zone where the service site is located, order,provided that the receiving party first gives the disclosing party I opportunity to defend and/or attempt to limit such production. All services shall be performed during Computer Gallery's normal working hours. However,If Client requests work to be performed during non- The receiving party agrees not to use the Confidential Information for its ` working hours,Computer Gallery will attempt to contact available own use or for any purpose except to evaluate whether it desires to enter a personnel to provide such services.Computer Gallery makes no guarantees business transaction with the disclosing party or as necessary to carry out regarding availability of personnel. the terms of such business relationship. The receiving party further agrees that it will not disclose Confidential Information to any person other than the At Clients request,and if Computer Gallery has the resources available, receiving party's employees who are directly Involved in the decision Computer Gallery will respond on site within the following Priority whether or not to pursue a business transaction with the disclosing parry. Response times,at an additional charge for each such service call: The receiving parry agrees it shall take reasonable security measures and use care to preserve and protect the secrecy of,and to avoid disclosure or use t Level 1 Priority Response-Same Day ON-SITE Response Additional 1/2 of,the other party's Confidential Information. The receiving party agrees to hour surcharge promptly advise the disclosing party in writing of any misappropriation or misuse by any person of such Confidential Information,which may come to 6 Level 2 Priority Response-4 hour ON-SITE Response Additional 1 hour its attention. surcharge Any equipment,documentation or other information of the disclosing party o Level 3 Priority Response-2 hour On-Site Response&7 X 24-Custom which has been furnished to the receiving party will be promptly returned Quote by the receiving parry to the disclosing party accompanied by all copies of such documentation made by the receiving party upon request of the I Computer Gallery will uses its best efforts to meet these Priority Response disclosing parry. times but there may be occasions where this may not be possible due to prior commitments. No party acquires any rights of ownership or title in the other party's I confidential Information by virtue of this Agreement. Nothing herein Silver,Gold,or Platinum service pricing is detailed on the standard contract contained shall be deemed to limit or restrict the rights of the disclosing executed by the client.Security Service pricing is also detailed on the party to assert claims for patent or copyright infringement against the standard Contra3 as executed by the client, receiving party. r The receiving party acknowledges and agrees that its obligations and GENERAL RESPONSIBILITIES OF COMPUTER GALLERY while providing promises under this Agreement are of a unique character that gives them a service particular value. The receiving party acknowledges and agrees that a G breach of any promise or covenant related to confidential information or In furtherance of the above,Computer Gallery shall: proprietary rights contained in this Agreement wl I I result In irreparable and continuing damage to the other party for which there shall be no adequate p Provide services as requested by Client,on-site at the location stated on the remedy at law and,In the event of such a breach,the other party shall be first page of this Agreement. Services will be performed at the same priority entitled to injunctive relief and/or a decree for specific performance,and as regular Service Contract Clients. such other relief as may be proper. Provide a designated point of contact to receive service requests from Client. Provided that the receiving party uses all reasonable efforts to protect the Service requests can be placed by calling Computer Gallery,and requesting Confidential Information of the disclosing party in accordance with the extension 201.If a Computer Gallery Support Representative is not terms of the Agreement,the receiving party will not be liable for loss of immediately available when Client places a call for services,Computer profits,loss or inaccuracy of data,or indirect,special,incidental or Gallery will use Its best efforts to respond by telephone to such service consequential damages,even if the party has been advised of the possibility requests within 4 hours. of such darnages. Provide the items of equipment(test equipment,tools,etc.)necessary to perform the maintenance services. OPERATIVE AGREEMENT All parts furnished in the performance of this Agreement will meet Computer No delay or failure of either party in exercising any right hereunder,shall be Gallery's quality standards. Replaced parts removed from the Clients deemed to constitute the waiver of such right(s). If any provision of this equipment shall become the property of Computer Gallery. Agreement is held to be invalid,illegal or unenforceable,the remaining provisions shall nevertheless continue in full force and effect without being Computer Gallery shall always have the option to remove Client's impaired or invalidated in any way. equipmentto a Computer Gallery service depot for repairs,if it is determined that this will expedite repairs. If either party neglects or fails to perform any of its obligations under this agreement,and such failures continue for a period of thirty(30)days after When Computer Gallery rernoves equipment to its service depot for repairs, written notice thereof,the other party shall have the right to terminate this Computer Gallery shall he responsible for any damage to or loss of said Agreement. If early termination of the SupponPak Services at the request of equipment from the time the equipment is removed from Client's site until it Client occurs,50%of the balance remaining in the SupportPak shall be is returned. returned to Client,and 50%shall be retained by Computer Gallery. If early termination occurs at the request of Computer Gallery,100%of the Provide a monthly summary report to Client which shows the services remaining balance in the SupportPak shall be returned to Client. performed under this Agreement. All written notices required to be given by either party to the other under MUTUAL NON-DISCLOSURE this Agreement shall he addressed to the Computer Gallery or Clientoffice listed on the first page of this Agreement. Such notice shall be deemed to During the term of this and for a period of 2 years after the term of this have been given five days after post marked by the United States Postal agreement,it is understand and agreed that certain business and trade Service,return receipt requested. information which the parties deem confidential may be provided or COMP aV L ERot.JALLW Any controversy,dispute or claim arising out of the interpretation, the right to terminate this Agreement in the event of any breach by Client, performance or breach of this agreement shall be resolved by binding an assignment for the benefit of creditor's of Client or filing of a petition in arbitration,In accordance with the Commercial Arbitration Rules of the bankruptcy by Client or Client's failure or neglect to observe any of its American Arbitration Association.One arbitrator shall be appointed by the existing or future obligations under this Agreement,or for other good cause. American Arbitration Association who shall have a background in computer hardware and software.The arbitrator shall have authority to assess This Agreement shall be deemed to have been made in,and shall be attorney's fees and costs.The arbitration shall be held in the City of Palm construed according to,the laws of the State of California. Desert,County of Riverside,State of California, If any provision of this Agreement is deemed invalid,the remaining portions If more than one(1)Client Is named in this Agreement,the liability of each of the Agreement shall be considered binding and valid. shall be joint and several. If any legal action is necessary to enforce any provision of this Agreement, This Agreement shall not be amended or altered except in writing signed by the prevailing party shall be entitled to reasonable attorneys'fees and costs. bath parties hereto. March 1,2010 Client shall have no right to cancel this agreement without cause other than 90 day cancellation clause previously stated.Computer Gallery shall have COMPUTER GALLERY NETWORK ENABLED SOLUTIONS EXHIBIT "B" INSURANCE PROVISIONS Including Verification of Coverage, Sufficiency of Insurers, Errors and Omissions Coverage, Minimum Scope of Insurance, Deductibles and Self-Insured Retentions, and Severability of Interests (Separation of Insureds) 12 Revised:3/23/07 715182.1 Insurance Consultant shall procure and maintain, at its sole cost and expense, and submit concurrently with its execution of this Agreement, in a form and content satisfactory to the City, public liability and property damage insurance against all claims for injuries against persons or damages to property resulting from Consultant's performance under this Agreement. Consultant shall also carry workers' compensation insurance in accordance with California workers' compensation laws. Such insurance shall be kept in full force and effect during the term of this Agreement, including any extension thereof, and shall not be cancelable without thirty(30) days advance written notice to City of any proposed cancellation. Certificates of insurance evidencing the foregoing and designating the City, its elected officials, officers, employees, agents, and volunteers as additional named insureds by original endorsement shall be delivered to and approved by City prior to commencement of services. The procuring of such insurance and the delivery of policies, certificates, and endorsements evidencing the same shall not be construed as a limitation of Consultant's obligation to indemnify City, its elected officials, officers, agents, employees, and volunteers. A. Minimum Scone of Insurance. The minimum amount of insurance required hereunder shall be as follows: 1. Comprehensive general liability and personal injury with limits of at least one million dollars ($1,000,000) combined single limit coverage per occurrence and two million dollars ($2,000,000) general aggregate; 2. Automobile liability insurance with limits of at least one million dollars ($1,000,000)per occurrence; 3. Workers' Compensation insurance in the statutory amount as required by the State of California and Employer's Liability Insurance with limits of at least one million dollars $1 million per occurrence If Consultant has no employees, Consultant shall complete the City's Request for Waiver of Workers' Compensation Insurance Requirement Form. For any claims related to this Agreement, Consultant's insurance coverage shall be primary insurance as respects City and its respective elected officials, officers, employees, agents, and volunteers. Any insurance or self-insurance maintained by City and its respective elected officials, officers, employees, agents, and volunteers shall be in excess of Consultant's insurance and shall not contribute with it. For Workers' Compensation and Employer's Liability Insurance only, the insurer shall waive all rights of subrogation and contribution it may have against City, its elected officials, officers, employees, agents, and volunteers. B. Sufficiency of Insurers. Insurance required herein shall be provided by authorized insurers in good standing with the State of California. Coverage shall be provided by insurers admitted in the State of California with an A.M. Best's Key Rating of B++, Class VII, or better, unless otherwise acceptable to the City. C. Verification of Covera e. Consultant shall furnish City with both certificates of insurance and endorsements, including additional insured endorsements, effecting all of the 13 Revised:3/23/07 715182.1 coverages required by this Agreement. The certificates and endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All proof of insurance is to be received and approved by the City before work commences. 'City reserves the right to require Consultant's insurers to provide complete, certified copies of all required insurance policies at any time. Additional insured endorsement are not required for Errors and Omissions and Workers' Compensation policies. Verification of Insurance coverage may be provided by: (1) an approved General and/or Auto Liability Endorsement Form for the City of Palm Springs or(2) an acceptable Certificate of Liability Insurance Coverage with an approved Additional Insured Endorsement with the following endorsements stated on the certificate: 1. "The City of Palm Springs, its officials, employees, and agents are named as an additional insured... " ("as respects City of Palm Springs Contract No._" or 'for any and all work performed with the City"may be included in this statement). 2. "This insurance is primary and non-contributory over any insurance or self- insurance the City may have..." ("as respects City of Palm Springs Contract No. or 'for any and all work performed with the City" may be included in this statement). 3. "Should any of the above described policies be canceled before the expiration date thereof, the issuing company will mail 30 days written notice to the Certificate Holder named." Language such as, "endeavor to" mail and "but failure to mail such notice shall impose no obligation or liability of any kind upon the company, its agents or representative" is not acceptable and must be crossed out. 4. Both the Workers' Compensation and Employers' Liability policies shall contain the insurer's waiver of subrogation in. favor of City, its elected officials, officers, employees, agents, and volunteers. In addition to the endorsements listed above, the City of Palm Springs shall be named the certificate holder on the policies. All certificates of insurance and endorsements are to be received and approved by the City before work commences. All certificates of insurance must be authorized by a person with authority to bind coverage, whether that is the authorized agent/broker or insurance underwriter. Failure to obtain the required documents prior to the commencement of work shall not waive the Consultant's obligation to provide them. E. Deductibles and Self-Insured Retentions. Any deductibles or self-insured retentions must be declared to and approved by the City prior to commencing any work or services under this Agreement. At the option of the City, either the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its elected officials, officers, employees, agents, and volunteers; or, Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration, and defense expenses. Certificates of Insurance must include evidence of the amount of any deductible or self-insured 14 Revised:3/23107 715182.1 retention under the policy. �Consultant guarantees payment of all deductibles and self-insured retentions. F. Severability of Interests (Separation of Insureds). This insurance applies separately to each insured against whom claim is made or suit is brought except with respect to the limits of the insurer's liability. ]5 Revised:3/23/07 715182.1 City of Palm Springs � Proposal ,41 NETWORK [MAPLEP SOLUTIONS � I COMPUTER GALLERY NETWORK ENABLED SOLUTIONS Network Assessment The Computer Gallery Network assessment is designed to provide a comprehensive review of your computer and IT infrastructure. The purpose d an at ons for massessment is to document the network as it exists at the time of the assessment and provide recom p The following information will be compiled: • Hardware inventory of workstations and servers Software inventory of workstations and servers Printer inventory Network Infrastructure inventory and condition A complete list of network users • Current network performance A complete list of vendors that provide support for any portion of the network i.e. Internet service provider, line of business software, etc. General business requirements as it relates to the network Limited interviews with key employees as needed and if necessary to help determine business strategic objectives as it relates to the network The following deliverables will be created as a result of the assessment: Recommendations—Computer Gallery will provide recommendations to bring the network to current standards printers, policies required The User Matrix—a document that details each user and the software, p , an p for them to perform their job as it relates to the network. The Network Diagram—this is a logical representation of the current network Per Device Inventory Report—This report will detail the hardware and software contained on each workstation and server Remediation Proposal —Based on the findings of the assessment, Computer Gallery will deliver a proposal to bring the network up to current technology standards. The results of this assessment are to be used to establish a baseline document which Computer Gallery and your company can use as the foundation of an Information Technolon fiPlan.This plan will address enhancing system per ormance t ry new applications, upgrades, coguration changes, improved practices, and improved maintenance. 73.965 HIGHWAY 111 • PALM DESERT, CA 92260 • 760.779.1001 • FAX 760.779.0771 www.computer-gallery.com i CompuTERGALLERY L -1L _ NETWORK ENABLED SOLUTIONS Client: City of Palm Springs Scheduled: Address: 3200 E. Taquitz Canyon Way Tech: City/State/Zip: Palm Springs, CA 92263 Time & Materials: Phone: 760-323-8204 Fax: 760-323-8207 Phone Support: Contact: James Thompson Fixed Bid: Hours: E-Mail: Jay.Thompson@paimsprings-ca.gov S-Pak: Rate: Date/Time of Call: 6/1 7/201 0 3:49 PM Maint: Rate: Travel Zone: Rate: IScheduling Instructions: This scope of work outlines our time estimate to you. This document will be used to generate your bill. Please make sure you understand and agree with all of the provisions. Any changes to this scope will be documented on a Change Request. Network Assessment • 1 Server Assessment- Deliverable report includes full inventory of software and hardware. Any remediation necessary to bring the server up to current standards will be detailed. • 1 Workstation Assessment- Deliverable report includes full inventory of software and hardware. Any remediation necessary to bring the workstation up to current standards will be detailed. • 1 Printer Assessment- Deliverable report includes full inventory of software and hardware. Any remediation necessary to bring the printer up to current standards will be detailed. • 1 Provide reports on Server and Network Design, Services and Infrastructure + 1 Provide reports on Desktop Services, Software and Hardware • 1 Provide reports on Network,Wireless and Physical Security 73-965 HIGHWAY 111 • PALM DESERT A 22 • 7 1 1 • FAX 0771 c 9 60 60.779. o0 760.779. Iwww.computer-gailery.com • 1 Provide reports on Backup, Business Continuity and Disaster Recovery • 1 Provide reports on procedures, staffing, documentation, software licensing Customer Focus Points • This Scope of Work assumes the network counts provided by the City of Palm.6wdw are accuraotLle to+/-5%. If the counts are not within this margin of error, a change order will be required to complete the assessment. -� I This total is not a guaranteed time quote. The above time estimates represent standard installation times with no equipment compatibility issues. Due to the complexities of computer systems, we cannot foresee all contingencies or compatibility issues. If we exceed our time estimates you are responsible for the additional time. We therefore provide this scope for planning purposes only. Contact Name: Signature: Date: I represent that I have the authority to approve a Scope of Work and to sign documents for the above person or company. I I I I 73-965 HIGHWAY 111 • PALM DESERT, CA 92260 • 760.779.1001 " FAX 760.779.0771 Iwww.computer-gallery.com The City of Palm Springs desires to begin an in-depth look at its IT functions, and desires to hire a consultant to preliminary take a look at IT operations. The City is requesting an Initial Information Technology Assessment report that will analyze the state of the City's current technology and identify areas needing improvement and areas that are currently sufficient. Specifically, the report should address the following and evaluate such with best industry standards and practices, and provide a roadmap for the City to further evaluate each critical function: Server and Network Design, Services and Infrastructure Desktop Services, Software and Hardware Condition and Useful Life Network, Wireless and Physical Security Back-up, Business Continuity and Disaster Recovery Technology Management (procedures, staffing, documentation, software licensing, etc.)