PROFESSIONAL SERVICES AGREEMENT
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Initial
PROPRIETARY INFORMATION Master Agreement Number: CAMA2026071401
CLIENT INFORMATION
Client Name Effective Date
City of Camarillo September 27, 2026
Billing Address (Street, Building, Floor, Room) City, State and Zip Code Billing Contact Telephone, Facsimile, E-Mail, Pager
[email protected]
Primary Address (Street, Building, Floor, Room) City, State and Zip Code 601 Carmen Drive Camarillo, CA 93010
Designated Representative (Primary Authorized Contact Person) Tele phone, Facsimile, E-Mail, Pager Tom Clock 805-388-5371 [email protected]
Term
Subject to the terms hereof, this Agreement shall commence on the Effective Date shown above and shall continue for such term a s is designated in each Statement of Work (as set forth below and/or as subsequently attached). Such term(s) shall be subject to renewal, if applicable, for the periods set forth in each Statement of Work (Renewal Term).
Any additional Statements of Work attached subsequently shall be deemed an amendment to this Agreement; The Statement of Work may only be changed by an amendment signed by Solutions-II and Client.
Statement of Work
$ 8,400.00 – Remote assistance with upgrading OS from V7.4 and NaviLine Application version to from 9.1.24.2 to 9.1.26.1.
Includes latest PTFs and CUME. Console connection via Splashtop Remote Desktop.
This Professional Services
Agreement, together with any Statement( s) of Work to be attached at a later date, is further subject to the Agreement Terms (“Agreement Terms”) attached hereto, together with the Statement(s) of Work, are collectively referred to hereafter as the “Agreement”. Client has read and understands the Agreement and agrees to be bound hereby. This Agreement shall not be effective until signed and dated by a duly authorized representative of Solutions II. The parties have executed this Agreement as of the last date shown below.
Solutions II, Inc. (Solutions-II) (Client)
S i g n a t u r e : Si g n a t u r e :
Print
Name: Print Name:
Title: Title:
Da
t e : Da t e :
Agreement No. 2023-135A
AGREEMENT TERMS
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Initial
1. Introduction. By accepting, using, part icipating in, or otherwise engaging with (collectively referred to herein as "use") any of Solutions- II's product integrations, consulting or professional services offerings (collectively, "Services"), you unde rstand, acknowledge, and agree to these Professional Services Terms, which may be amended from time to time. To the extent not in conflict, these Professional Services Terms shall serve as an addendum to any written underlying agreement between you and Solutions-II. In the event such an agreement fails to exist, you agree that these Professional Services Terms shall be the governing agreement as it relates to Services. In the event of a conflict between these Professional Services Terms and any written agreement, sales order or statement of work, the provisions of the separate written agreement shall take precedence over provisions of these Professional Services Terms
2. Services; Non-Cancelable. The scope and features of the Services may be determined by a sales order or statement of work. Services provided by Solutions-II hereunder are for your use only and for the purposes described herein. In no event will you allow third parties to access or use the materials pr ovided by Solutions-II hereunder.
SERVICES PROVIDED ARE NON-CANCELABLE AND
ASSOCIATED FEES PAID OR PAYABLE ARE NON-
REFUNDABLE AND CANNOT BE USED AS A CREDIT
TOWARDS ANY OTHER AMOUNTS DUE TO SOLUTIONS-II.
3. Client Obligations . Client agrees to provide reasonable access to the premises where Services will be provided during Client's business hours.
Client will also provide other onsite cooperation and assistance as may be reasonably requested by Solutions-II.
4. Personnel; Subcontractors. Solutions-II will determine the personnel assigned to perform the Services. Solutions-II has the right to subcontract any part of the Servic es to a third party as it deems appropriate; provided that, Solutions-II shall remain responsible for the Services.
5. Payment Terms. Solutions-II shall submit invoices for fees and reimbursable costs and expenses plus all related taxes and withholdings, except for those based on Solutions-II's net income. Subject to Solutions- II's credit approval, all amounts are due in the currency stated on the invoice and in full 30 days after th e date of Solutions-II's invoice, with interest accruing thereafter at the lesser of 1.5% per month or the highest lawful rate. Solutions-II is not obligat ed to perform its Services unless you are current in payment of all fe es and charges due. Your payment obligations to Solutions-II shall survive completion of the Services.
6. Disclaimer of Warranties . Solutions-II shall perform Services in a workmanlike manner in accordance with generally accepted industry standards. EXCEPT AS EXPRESSLY STATED IN THIS
WARRANTY SECTION, AND TO THE MAXIMUM EXTENT
PERMITTED BY APPLICABLE LAW, SOLUTIONS-II
(INCLUDING ITS SUPPLIERS) MAKES NO OTHER EXPRESS
WARRANTIES, WRITTEN OR ORAL, AND DISCLAIMS ALL
IMPLIED WARRANTIES. INSO FAR AS PERMITTED UNDER
APPLICABLE LAW, ALL OTHER WARRANTIES ARE
SPECIFICALLY EXCLUDED, INCLUDING, BUT NOT LIMITED
TO, THE IMPLIED WARRANTIE S OF MERCHANTABILITY,
FITNESS FOR A PARTICUL AR PURPOSE, TITLE AND NON-
INFRINGEMENT, AND ANY WARRANTY ARISING BY
STATUTE, OPERATION OF LAW, COURSE OF DEALING OR
PERFORMANCE, OR USAGE OF TRADE.
7. Intellectual Property .
7.1 Ownership . Other than Solutions-II Materials, Open Source Software and any Third Party Materials (defined herein) you shall own all intellectual property rights associated with the deliverables, works of authorship or other products developed or created and delivered by Solutions-II to you in the course of performing Services ("Work Product"), subject to your payment in full and subject to Solutions-II's rights in the underlying intellectual property embodied therein or used by Solutions-II to perform the Services.
7.2 Solutions-II Materials Exclusion . "Solutions-II Materials" means any materials developed by Solutions-II: (a) prior to the date upon which Services are first provided; (b) other than in performance of Services; (c) that are generally app licable to Solutions-II's products and services and are not unique to your business; or (d) that are improvements to Solutions-II software or Solutions -II's internal processes. Solutions-II Materials may be included in, or necessary for you to use the Work Product but are excluded from your ownership rights set forth in Section
6.1. Solutions-II hereby grants to you a worldwide, perpetual, royalty-free license to use Solutions-II Materials solely as necessary for use as part of the Work Product. No other grants of licenses or rights to you will be implied from the provisions stated in these terms and conditions. You shall not obliterate or remove and will reproduce Solutions-II's intellectual property notices contained in the Solutions-II Materials. You shall not reverse engineer, decompile, or otherwise attempt to derive source code from any portions of the Work Product. Solutions-II is not being engaged to perform any investig ation of third party intellectual property rights including any search es of patents, copyrights, or trademarks related to the Work Product.
7.3 Open Source Materials Exclusion . Open source software is software provided under a license approved by the Open Source Initiative or similar open source or freeware license ("OSS"). Unless otherwise agreed in writing (or subsequently agreed to in writing by the parties), OSS components governed by Artistic License (all versions), Apache License (all versions), Boost Software License, BSD, Common Development and Distribution License (CDDL), Common Public License (CPL) or IBM, Eclipse Public License (EPL), FLTK License PSA, LGPL
2.1, MIT, Mozilla (MPL) (all versions), Open LDAP License, OpenSSL, PHP License, Public Domain, Py thon Software Foundation License, Ruby, and zlib/libpng License, may be included in, or necessary for you to use the Work Product but are excluded from your ownership rights.
Solutions-II may (a) obtain such OSS on your behalf, (b) incorporate it into the Work Product, and (c) submit back to open source libraries any improvements made to the OSS during the course of performing the Services, to the extent such submissions do not violate the confidentiality obligations set forth herein.
7.4 Third Party Materials Exclusion . Materials (including tools that are used to deliver the Services) that are not owned or created by Solutions-II (other than Open Source Software) ("Third Party Materials") may be included in, or necessary for you to use the Work Product, but are excluded from your ownership rights. You will be solely responsible for obtaining necessary licenses to the Third Party Materials and liable for their use.
7.5 Reservation of Rights. Solutions-II reserves all rights not expressly granted to you in these terms and conditions. Except as expressly stated, nothing herein shall be construed to (a) directly or indirectly grant to you any title to or ownership of Solution-II's intellectual property rights in Services or materials furnished by Solutions-II or a third party under the direction of Solutions-II, or (b) preclude Solutions-II from developing , marketing, using, licensing, modifying or otherwise freely exploiting services or materials that are similar to or related to the Services or materials provided hereunder.
8. Limitations of Liability . SOLUTION-II'S TOTAL LIABILITY
AND YOUR SOLE AND EXCLUSIVE REMEDY FOR ANY
CLAIM OF ANY TYPE WHATSOEVER, ARISING OUT OF
SERVICES PROVIDED HEREUNDER, SHALL BE LIMITED TO
PROVEN DIRECT DAMAGES CAUSED BY SOLUTION-II'S
SOLE NEGLIGENCE IN AN AM OUNT NOT TO EXCEED THE
ACTUAL AMOUNTS PAID TO SOLUTION-II FOR THE
SERVICES RENDERED. SOLUTIONS-II SHALL NOT HAVE
LIABILITY TO YOU FOR ANY SP ECIAL, CONSEQUENTIAL,
EXEMPLARY, INCIDENTAL, OR INDIRECT DAMAGES
(INCLUDING, BUT NOT LIMITED TO, LOSS OF PROFITS,
REVENUES, DATA AND/OR USE), EVEN IF ADVISED OF THE
POSSIBILITY THEREOF.
9. Governing Law. The laws of the State of Colorado govern these terms and conditions.
Agreement No. 2023-135A
Remarketed IBM Maintenance Proposal
Solutions II
8822 S. Ridgeline Blvd.,
Suite117
Littleton, CO 80129
Lori Blan 770.216.4462
Maintenance Services Description
Contract Date : 09/27/2026 - 09/26/2029
Customer Name: City of Camarillo
Description Type Mod/Feat Serial Number Charge Start Date Charge Stop Date Type of Service Charges HWMA - Tape 7226 1U3 97B1536 10/4/2026 24x7 2,050.00$
POWER Expert Care - POWER10 9105 41B 787DC81 10/5/2026 24x7 5,400.00$ SWMA IBMi 9105 41B 787DC81 24x7 8,000.00$
Total Charges 15,450.00$
Notes:
1. Taxes are not included in this price quote and will be invoiced if applicable.
2. any Shipping/Freight will show as estimated and will be invoiced accordingly.
3. This price quote, supporting configurations, and any associated contracts are confidential to the client specified and Solut ions II.
4. Final configuration and prices subject to changed based upon the final solutions assurance review and consultation with clie nt.
5. A detailed services Scope of Work (SOW) & MSA Agreement must be executed prior to the commencement of services.
6. Prices quoted assume standard terms and conditions, net 30.
7. By purchasing the product you accept any warrantees and terms and conditions of the vendor.
8. Once an order is placed and confirmed, it is considered non- cancelable. The customer agrees that no cancellations will be accepted once an order has been placed.
9. All sales are final and non-returnable. The client acknowledges that products once purchased cannot be returned for any reason unless otherwise stated explicitly by the seller.
10. Managed Services Clients: A lapse in maintenance/support renew al will directly impact our ability to provide complete managed services. 7/15/2026 1 of 1
Agreement No. 2023-135A