HomeMy WebLinkAboutContract 36119 Cif Y SECRETARY
CONTRACT No.
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made,and entered into by
and between the CITY_OF FORT WORTH the °Cites a home rule municipal corporation situated in
portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its
duly authorized Assistant City Manager, and Check Point Software Technologies, Inc. ("Consultant"),
_a Delaware Corporation.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of installing Pointsec Protector Enterprise software. Attached hereto and incorporated for all
purposes incident to this Agreement is Exhibit"A,"Statement of Work, more specifically describing the
services to be provided hereunder.
2. TERM.
This Agreement shall commence upon the last date that both the City and Consultant have
executed this Agreement("Effective Date")and shall continue in full force and effect until completion of all
services contemplated herein, unless terminated earlier in accordance with the provisions of this
Agreement.
3. COMPENSATION.
The City shall pay Consultant an estimated amount of $2,125.00 in accordance with the
provisions of this Agreement and the Payment Schedule attached as Exhibit"A,"which is incorporated
for all purposes herein. Consultant shall not perform any additional services for the City not specified by
this Agreement unless the City requests and approves in writing the additional costs for such services.
The City shall not be liable for any additional expenses of Consultant not specified by this Agreement
unless the City first approves such expenses in writing.
4. TERMINATION.
4.1. Written Notice.
The City or Consultant may terminate this Agreement at any time and for any reason by
providing the other party with 30 days written notice of termination.
4.2 Non-approrgiation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal period
for any payments due hereunder, City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds shall have been appropriated.
4.3 Duties and Obligations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
pay Consultant for services actually rendered up to the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination.
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Professional Services Agreement
CheckPoint Software Technologies
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S. DISCLOSURE. OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any
existing or potential conflicts of interest related to Consultant's services under this Agreement. In the
event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby
agrees immediately to make full disclosure to the City in writing. Consultant, for itself and its officers,
agents and employees, ;further agrees that it shall treat all information provided to it by the City as
confidential and shall riot disclose any such information to a third party without the prior written approval
of the City.-Consultant shall store and maintain City Information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt City Information in any way.
Consultant shall notify the City immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised.
6. RIGHT TO AUDIT.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or employee of
the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant
shall have the exclusive right to control the details of its operations and activities and be solely
responsible for the acts and omissions of its officers, agents, servants, employees, contractors and
subcontractors. Consultant acknowledges that the doctrine of respondeat superior shall not apply as
between the City, its officers, agents, servants and employees, and Consultant, its officers, agents,
employees, servants, contractors and subcontractors. Consultant further agrees that nothing herein
shall be construed as the creation of a partnership or joint enterprise between City and Consultant.
8. LIABILITY AND INDEMNIFICATION.
CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY
LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANYAND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT
CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL
MISCONDUCT OF CONSULTANT,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD
HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES,
FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE
OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY
RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,ARISING OUT
OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE
NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS,
AGENTS,SERVANTS OR EMPLOYEES.
EXCEPT AS STATED ABOVE 1N THIS SECTION 8, CONSULTANT WILL IN NO EVENT BE
LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY
CONTRACT, NEGLIGENCE, STRICT LIABILITY OR OTHER LEGAL, CONTRACTUAL OR
EQUITABLE THEORY FOR: (1) ANY INDIRECT, SPECIAL, INCIDENTAL OR CONSEQUENTIAL
DAMAGES, HOWEVER CAUSED AND WHETHER OR NOT ADVISED IN ADVANCE OF THE
POSSIBILITY OF SUCH DAMAGES; OR 00 DAMAGES FOR LOST PROFITS OR LOST DATA; OR
(111) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRARY OR THE FAILURE OF
Professional Services Agreement
CheckPoint Software Technologies
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ESSENTIAL PURPOSE OF ANY LIMITATION OF LIABILITY OR LIMITED REMEDY, EXCEPT FOR
DAMAGE OR LOSS FOR PROPERTY OR PERSONAL INJURY, INCLUDING DEATH, CAUSED BY
THE NEGLIGENT ACTS OR OMISSIONS OR MAFLEASANCE OF CONSULTANT, ITS OFFICERS,
AGENTS, SERVANTS, OR EMPLOYEES, CONSULTANT'S ENTIRE AGGREGATE LIABILITY
ARISING FROM OR RELATING TO THIS AGREEMENT OR THE SUBJECT MATTER HEREOF,
UNDER ANY LEGAL THEORY(WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE
SHALL BE LIMITED TO THE AMOUNTS RECEIVED BY CONSULTANT UNDER THIS AGREEMENT
FOR A CLAIM PURSUANT TO A PARTICULAR PROJECT UNDER THIS AGREEMENT THAT
CAUSED THE LLABJ0TY
9. ASSIGNMENT,AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
Agreement without the prior written consent of the City. If the City grants consent to an assignment, the
assignee shall execute a written agreement with the City and the Consultant under which the assignee
agrees to be bound by the duties and obligations of Consultant under this Agreement. The Consultant
and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment. If the
City grants consent to a subcontract, the subcontractor shall execute a written agreement with the
Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the
duties and obligations of the Consultant under this Agreement as such duties and obligations may apply.
The Consultant shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverme and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Bodily injury per person
$500,000 Bodily injury per person per occurrence
$100,000 Property Damage
Coverage shall be on any vehicle used by the Consultant, its employees,agents,
representatives in the course of the providing services under this Agreement.
"Any vehicle"shall be any vehicle owned, hired and non-owned
(c) Worker's Compensation
Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease-per each employee
$500,000 Disease-policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with
statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et
seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of$100,000
Professional Services Agreement
CheckPoint Software Technologies
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each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per
disease per employee
(d) Technology Liability(Errors&Omissions)
T1 GW,00O_Eac GFatm LFmi
$1,000,000 Aggregate Limit
Technology coverage may be provided through an endorsement to the
Commercial General Liability(CGL) policy, or a separate policy specific to
Technology E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made,and maintained for the duration of the
contractual agreement and for two(2)years following completion of services
provided. An annual certificate of insurance shall be submitted to the City to
evidence coverage.
10.2 Certificates.
Certificates of Insurance evidencing that the Consultant has obtained all required
insurance shall be delivered to the City prior to Consultant proceeding with any work
pursuant to this Agreement. All policies shall be endorsed to name the City as an
additional insured thereon, as its interests may appear. The term City shall include its
employees,officers, officials, agent, and volunteers in respect to the contracted services.
Any failLire on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement. A minimum of thirty(30) days notice of
cancellation or reduction in limits of coverage shall be provided to the City. Ten (10)days
notice shall be acceptable in the event of non-payment of premium. Such terms shall be
endorsed onto Consultant's insurance policies. Notice shall be sent to the Risk Manager,
City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
11. COMPLIANCE WITH LAWS, ORDINANCES, RULES AND REGULATIONS.
Consultant agrees to comply with all applicable federal, state and local laws, ordinances, rules
and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or
regulations, Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of
individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or
successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City
and hold the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
Professional Services Agreement
CheckPoint Software Technologies
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To The CITY: To CONSULTANT:
City of Fort Worth/IT Solutions Check Point
1000 Throckmorton 800 Bridge Parkway
Fort Worth TX 76102-6311 Redwood City, CA 94065
ttn: eneral Counsel
Facsimile: (817)392-8654 Facsimile: 650.628.2164
14. SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally for a
period of one year after its termination, solicit for employment, whether as employee or independent
contractor, any person who is or has been employed by the other during the term of this agreement,
without the prior written consent of the person's employer.
15. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action,whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue
for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court
for the Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority,transportation problems and/or any other similar causes.
Professional Services Agreement
CheckPoint Software Technologies
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20. HEADINGS NOT CONTROLLING.
Headings and 'titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
21. REVIEW OF GOILIM&L
The parties acknowledge that each party and its counsel have reviewed and revised this
Agree—nt-arid-that-thg-norma!rules of-construction to the effect that any ambiguities-are to-be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS/MODIFICATIONS J EXTENSTIONS,
No extension, modification or amendment of this Agreement shall be binding upon a party hereto
unless such extension, modification, or amendment is set forth in a written instrument, which is executed
by an authorized representative and delivered on behalf of such party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and Consultant,their assigns and successors in interest,as to the matters contained herein.Any prior or
contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement.
[SIGNATURE PAGE FOLLOWS]
Professional Services Agreement
CheckPoint Software Technologies
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WITN SS WHEREOF, the parties hereto have executed this Agreement in multiples this 15day of
1 , 200—rL—. /
CITY OF FORT WORTH: CHECKPOINT SOFTWARE TECHNOLOGIES?y
By. By:
Karen L.- Montgomery Name: 6 k a
Assistant City Manager/CF Title: ;^-e a a"kre
Date: / �� �(�'7 Date:
ATTEST:
ATTEST
J .
By:; i Hend By:
M rix
Ci y Secretary t d e4ob otc4l v
APPROVED AS TO FORM AND LEGALITY:
By:
y"z
Maleshl B. Farmer
Assistant City Attorney
Professional Services Agreement
CheckPoint Software Technologies 5
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EXHIBIT "A"
PoM Check Point Professional Services
Proposal M(CFW10112007)
Proposal Date:(1o/1rl2om)
Engagement Overview
City of Fort Worth requires an expert resource on-site to assist their staff in implementing the Check Point
Software.Technologies Pointsec Protector product. This document provides a Statement of Work and quotation
as requested by City of Fort Worth.
Description and Scope
This service will consist of one(1)days of service by an expert resource provided by Check Point Software
Technologies to assist City of Fort Worth with the installation,configuration,and optimization of Pointsec
Protector.
The Check Point Professional Services Engineer will work on-site at the City of Fort Worth facility and will report
directly to a designated City of Fort Worth representative whose primary responsibilities are with the security
infrastructure. When assigned to City of Fort Worth,the Check Point Professional Services Engineer will be
available to assist City of Fort Worth with issues relating to the design, implementation,roll-out and
troubleshooting of Check Point Software Technologies Pointsec Protector.
Tasks
During the one(1)day engagement Check Point will perform the following activities:
Phase 1—Research and Design
A Check Point Professional Services consultant will work with the City of Fort Worth project team to gain an
understanding of the environment and the scope of the deployment.
Tasks performed include:
Assessment of business needs
• Document any known approved/disapproved devices
• High level policy design
• High level server architecture design
• Determine centralized vs.distributed management scheme
• Determine software and hardware requirements
Phase 11—Configuration and Testing
• A Check Point Professional Services consultant will participate in the initial configuration and testing of
the product to ensure that the City of Fort Worth project team has property configured the backend
infrastructure and security clients.
Tasks performed include:
• Install Pointsec Protector Enterprise Server per design
• Create audit mode policy
• Create restrictive polices for testing purposes
• Create client package
• Test audit mode policy
Check Point Confidential Pagel of Statement of Work—DP-CFW10112o07.doc
Check Point Professional Services
Proposal#:(CFW10112007)
Proposal Date:(io/41/Too7)
Phas" - Audit-Mode
The purpose of this phase is to audit all device activity prior to implementing proactive polices. A small targeted
deployment to a few PC's should be done to ensure there are no issues in the production environment that
were not seen in testing. Once the team is comfortable then increase the scope of the audit deployment and
collect data for a period of 30-60 days.
Phase 1V—Finalize policies
During this phase the data collected during the audit mode will be analyzed to see if it is consistent with the
initial polices designed during the Research and Design phase. Based on this information the initial proactive
polices will be adjusted as needed while ensuring that they still meet the business needs.
Phase N—Pilot
The final proactive polices should be piloted to a target group of users prior to enabling them globally. The
Check Point consultant will assist with the fine tuning of the proactive polices prior to the production phase,
Phase Vl—Production
Once the proactive polices have been piloted and approved they should be enabled globally.
Check Point Confidential Page 2 of 5 Statement of Work—DP-CFW10112007.doc
Checkftislt Check Point Professional Services
r�
Proposal#:(cFw1of12oo7)
Proposal Date:(iohv2oo7)
Deliverables
• Consultation and design
• Pointsec Protector configuration documentation(up to 10 policies)
• Pre-deployment checklist for Check Point Software Technologies Pointsec Protector client
Pre-engagement Phone Interview
Prior to delivering this service, Check Point and City of Fort Worth will conduct a phone interview to review the
system environment and application requirements. The purpose of this interview is to ensure all site
preparation activities are complete as well as to ensure the proposed solution and configuration meets the
customer's requirements and is within the specifications of Pointsec Protector and corresponding security
applications.
City of Fort Worth Responsibilities
The following prerequisites are required to be completed prior to Check Point Professional Services
commencing this Statement of Work.
• Provide individual workspace with phone and network access that provides access to systems that are
required to perform the assigned job functions.
• Provide the Check Point Professional Services consultant the necessary means to communicate with
Check Point Software Technologies. (The use of this connection will be for secure access for internal
Check Point Sofhaare Technologies email,research for troubleshooting,opening and working with service
requests,etc.)
• Provide access to the documentation,or personnel,who have knowledge of City of Fort Worth's
configuration as well as the OS configuration.
• Coordinate all physical access to facilities(security badges,parking,etc.)
• Compete site preparation,including all related network and electrical cabling,equipment placement and
mounting in compliance with product specifications,and all appropriate IP addresses
• Appropriate product licenses and support agreements
• Signed Statement of Work and corresponding Purchase Order
If assistance is required,please contact Check Point prior to the scheduled date of commencement.
Check Point Confidential Page 3 of 6 Statement or Work—DP-CFW10112007.doc
kyr• k Check Point Professional Services
Proposal It:(cF1N401 =4
Proposal Date:(iolwwon
Pike: _
The following pricing details apply.
e • .-. Price1 CPTS-PRO-CON-DAILY- Dal Consulting Rate $2J24.99 $2,124.99
Sub-Total $2,124.99
1 ted gilled at Actual Billed at Actual
CPTS-FRO-TE Travel and Business Rela
E enses
• Any quotes you may receive,whether verbal or otherwise,for the number of days required to perform a task are given as a guide for
budgeting purposes and are not meant to be a guarantee for the amount of time required to perform your protect or guarantee
deployment success.
• If additional time is required to complete this service,Check Point may invoice City of Fort Worth on a per day basis at the Check Point
On-Side Daily Consulting Rate of$2500,plus additional travel and living expenses.
• Travel and expenses will be billed at the actual amount accrued and will conform to Check Point Software Technologies travel
expense policy and procedure. A travel expense report will be provided upon request. Emergency deployment may incur additional
charges. Upon termination or cancellation of these Services by City of Fort Worth,City of Fort Worth shall be responsible for any non-
cancelable Travel and Business Related Expenses incurred by Check Point.
• A day of work is defined as any regular weekday work performed between the local hours of Barn-epm. Weekends,holidays and
work performed outside the defined workday can be accommodated through appropriate mutual schedule flexibility. Unless otherwise
specified,weekend work is billed at"time and a half"and tatiday work is trilled at"double time rates.
• This proposal is valid for 15(fifteen)calendar days from the above noted Proposal Date.
• Pricing for training provides the instructor and the courseware for the students. The City of Fort Worth Is responsible for providing the
training facility and the provisioning and setup of the entire HW/SW/OS classroom envlronmerd to Include a projector for presentations.
Check PoM Confidential Page 4 of 5 statement of work—DP-CFW1011 zo07.doe
Check Point Professional Services
INN
Proposal&(cFrwor12w4
Proposal Date:(i n aw4
Check Poi bgies,Inc. Customer
(BY) (BY
�/o hd9 Karen L. Montgomery
(Printed Name) (Printed Name)
,4,e„P,eQ _ Assistant City Manager/CFO
(Title) (Title)
(Date) (Date)
(Purchase Order Number)
PantCwMentiel Page 6 of staternedafw«k-DP-CF IOII2007.dw