HomeMy WebLinkAboutContract 37385Ju1.16. 2008 9:38AM No.0046 P. 5
CITY SECRETARY
PROFESSIONAL SERVICES AGREEMEN=®NTRACT NO 3i325
This k"Agreement") is made and entered into by
and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in
portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Carl Smart, its duly
authorized Acting Assistant City Manager, and Check Point Software Technologies, Inc.
("Consultant"), a Delaware Corporation.
1. SCOPE OF SERVICES.
Consul#ant hereby agrees to provide the C'sty with training services for purpose of train City of
Fort Worth on SmartCenter and VPN-1 Pro with course objectives relating to Check Point Security
Administration NGX 111. 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 Dave
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.
�. COMPENSATION.
The City shall pay Consultant an amount not to exceed �4,000 in accordance with the provisions
of this Agreement and the Payment Schedule attached as Exhilait "A," WHO 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 -appropriation of Funds.
In the event no funds or Insufficient funds are appropriated by the Cily 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
oIF the payments herein agreed upon for which funds shall have been appropriated.
4.3 Duties and Oblirtations of the Parties.
In the event that this Agreement is terminated prior to fhe Expiration Date, the City shall
pay Consultant For services actually tendered up to the effective date of termination and
Consultant shall continue to provide the Clty with services requested by the City and in
accordance with this Agreement up to the effective date of termination. hr - —
Professional Services Agreement
Checkpoint Software Technblogi05
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
Jul.16. 2008 9:38AM No.0046 P. 6
5. DISCLOSURF OF CONFLICTS AND CONFIDENTIAL INFORMATION.
Consultant hereby warrants to the City that Consultant has made full dlsclosure 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 dlsclosure 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 not 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. -deleted
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
Elie 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
LO$S, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND 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 IN THIS SECTION $, CONSULTANT WILL IN NO EVENT BE
LIABLE WITH RESPECT TO ANY SUBJECT MATTER QF THIS At�REEMENT 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 (ii) DAMAGES FOR LOST PROFITS OR LOST DATA; OR
(Ill) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES.
NOTWITHSTANDING ANYTHING IN THIS AGREEMENT TO THE CONTRA f YOR HE FAIL:URiM
Professional Services Agreement
Checkpoint Softvrare 7eehnologles
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OFFICIAL RECORD
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ESSENTIAL PURPOSE OF ANY LIMITATION Or 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 HEREOP,
UNDER ANY LEGAL THEORY (WHETHER /N 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
=SED THE LIABILITY.
9. ASSIGNIVIEN7 ANp 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 cer[ifieate(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:
1Q.1 Coverage and l.imiks
(a) Commercial General Liability
$110003000 Each Occurrence
$13000,000 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 P4greement.
"Any vehicle" shall be any vehicle owned, hired and non -owned
(c) Worker's Compensation
Statutory limits
Employers 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' Liablllty coverage with limits consistent with
statutory benefits outlined in the Texas workers' Compensation Act (Art. 830t3 — 1.01 et
seq. Tex. Rev. Civ. Stet.) and minimum policy limits for Employe�slia5ility of1003000
OFFICIAL RECORD
Professional Services Agreement
Checkpoint Sofitivare Teehnolagies CITY SECRETARY
Page 3 of 7 FT. WORTH, TX
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each accidentloccurrence, $500,000 bodily injury disease policy limit and $100,000 per
disease per employee
(d) Technology Liaty (Errors &Omissions)
$12000,000 Each Claim Limit
$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 o#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 failure on the part of the City to request required insurance docurnentation 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. NOWDISCRIMIIVATION COVENANT.
Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as pars 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 clairn 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 harrnless 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 tJnited States Mall, registered, return receipt requested, addressed as
follows:
Professional Services Agreement
CheckPoinl Software Technologies
Paga 4 of 7
OFFICIAL RECORD
CITY SECRETARY
I'7� FORTH, TX
Jul, 16. 2008 9:39AM
No, 0046 P, 9
To The CITY;
City of Fort Worth/IT Solutions
1000 Throckmortgn
Fort Worth TX 76102-6311
Facsimile: (817) 302-8654
14, SQLfC1TATION OF EMPLOYEE5.
Ta CONSULTANT:
Check Point
800 Bridge parkway
f2edwood City, CA 94065
Attn: General Counsel
Facsimile; 650.G28.21G4
Neither the City nor Consultant shall, during fhe term of thfs 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. GQVERNMENTAL POWERS.
1t 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
khis Agreement or to exercise any right granted herein shall not constitute a waiver of the Clky'9 or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING-,-, LAW / VENUI=.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action, whether red! or asserted, at law or in equity, is brought on the basis ofi 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.
19. $EVERABILITY.
If any provision of this ,�reemenf is held to be invalid, illegal or unenforceahle, the validity,
legality and enforceability of the remaining provisions shall not In any way be affected or impaired.
19. FORCE MAJEURI=.
The City and Consultant shall exercise khelr besk efforts to meet their respective duties and
obligations as set forth in khis Agreement, but shall not be held liable for any delay or omission in
perforrmance 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.
20. HEADINGS NOT CONTROLLING,
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of fhis Agreement_
Professional SetVlces l�greement
Checkpoint Software Tecfmologles
Rafe 5 of 7
OFFICIAL RECORD
'�I?rY SECRETARY
Ih „ �n""4r7TH, TX
Jul, 16, 2008 9:39AM No. 0046 P. 10
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal 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 I EXTENSTICNS2
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 dF AGREEMI=NT.
Thts Agreement, including the sohedule ofi exhibiks 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
conternporaneous oral or written agreement is hereby declared null and void to the extent in conflict with
any provision of this Agreement,
[SIGNATURE PAGE FOLLOWS]
Prgresslonal Services Agreement
Checkpoint Software TechnologieB
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX j
Jul, 16. 2008 9:39AM
No, 0046 P, 11
[N AITNESS WHERE F, the parties hereto have executed this Agreement in multiples this �i day of
200�.
CITY OF FORT WORTH: CHECKPOINT SOFTWARF TECHNOLOGIES:
INC.
6y:
Carl Sn
Acting
Gate:
A
B
Gity Secretary
APPROVED AS TO Fc�RM ANti LEGALITY:
Maleshia S. Farmer
Assistant City Attorney
Contract Authorization:
M&C: tqo0 , I
pate Approved:
ProFesslonal Services Agreemerr�
CheckPolnt Software Technologies
Page 7 of 7
By: I I
Name: gvy�•j �h
Title' %6.es ktaj-a542r'
Gate:01000
ATTEST:
By.
Title:
y
OFFICIAL RECORD
CITY SECRETARY
FT: WORTH, TX
Jul, 16. 2008 9:38AM
No, 0046 P, 2
check Paint Education Services
Agreement
Engagement Overview
Proposal #: LFFUH 2208AH
Proposal Date: May 221 2008
Ctty of fort Worth requires an expert resource at the Check Point office located in Irving, Texas to #rain In
implementing Check Point Software Technologies, Inc. ("Check point') SmartCenter and VAN-1 Pro. This
document provides a Statement of Work and quotation for Education Services as requested by City of Fort,
Worth.
Description and Scope
This service wll! consist oftira<;(2j days at the Irving, Texas Inca#ian an expert resource provided by Check
Paint to train City of Fort Worth on SmartCenter and VPNw1 Pro.
The Check Point expert will work at the Check Paint office located in Irving, Texas and will report direcliy to a
designated City of Fort Worth representative. When assigned to City of Fort Worth, the Check Point expert
will be available to train City of Fort Worth according to course objectives relating to Check Point Security
Administration NGX III
71iis engagement will be performed contiguously from a date to be agreed upon and will be inclusive of Check
Paint holidays, vacations or any other work stoppage agreed upon by both parties.
Tasks
During fhe;tip;(2j day engagement, Check Point will train the following:
DAY 1:
Training will consist of course objectives covered In the third (3`�) day of Check Point Security Administration NGX
Ili and will include but not be limited to;
Chapter 10: Advanced VPN
1. Identify differences between route -based VPNs and domain -based VPNo.
2. Configure VTI for route -based VPN Gateways,
3. Configure OSPF for dynamic VPN routing in a Community.
4. Identify the Wire Mode function by testing a VPN failover.
5. Configure Directional VPN Rule Match for route -based VPN.
DAY 2:
6. Discusslan of traditlanal advanced routing approaches (not route based VPN's)
7. Using Multiple Entry Paints to ensure 10t)% uptime
8. question and answer session regarding setup and implementation
NOTE Day 1 training will NOT be strictly limited to City of Fort Worth students; Day 2 training will be limited to
City of Fart Worth students
Pre -engagement Phone Interview
OFFICIAL RECORD
Prior to delivering this service, Check Point and C[ty of Fort Worth will con ubhtd �ih��k4�e�G4�w h the
Customer and/or resnil er to review the sys#em environment and application re � VAMOTM f this
interview is to ensure all site preparation activik(es are complete as well as toe sure the proposed soluti n and
Check Point Confidential Page 1 of 3 Statement of Worfc—CFW052209AH.doc
Jul, 16, 2008 9:38AM
No, 0046 P, 3
Check Paint Education Services
Agreement
Proposal #: CFW052208AH
Proposal Date: May 22, 2008
configuration meets the Customer's requirements and Is within the specifications of the SmartCenter and VPN-
1 Pro and corresponding security applications.
Customer Responsibilities
The following prerequisites are required fo be completed prior to Check point cornrnencing fhis Skatement of
Work:
Provide access to the documentation, or personnel, who have knowledge of fhe Check Point configuration
as well as the OS configuration.
. Provide a network diagram showing all devices relating to the Check Point product
• Have the appropriate product licenses and support agreements
• Have an executed copy of this Agreement and provide Check Point a corresponding Purchase Order
If assistance is required, please contact Check Point prior to the scheduled date of commencement.
Price:
The following pricing applles�
. Any quotes received, 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 the project or guarantee deployment success.
• If additional time is required to complete this service, and upon mutual agreement between the parties,
Check Point may invoice Custorner on a per day basis at the Check Point At the Check point office located
in Irving, Texas Daily Consulting Rate of $2000, plus additional travel and living expenses.
• Reasonable Travel and expenses will be billed at the actual amount accrued and will conform to Check
Point's 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 Customer, Customer shall be responsible for any nonmeancelable Travel and Business Related
Expenses incurred by Check Point provided proof of payment is provided to Custorner.
• A day of work is defined as any regular weekday work performed between the local hours of Bam — 8pm.
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 holiday work is billed at double tirne rates.
• This proposal Is valid for 15 (fifteen) calendar days frorn the above noted Proposal Date.
• Pricing for training provides the instructor and the courseware for the students, The customer is
responsible for providing the training facility and the provisioning and setup of the entire HW/8W/48
classroom environment to include a projector for presentations_
Confidential Information
OFFICIAL RECORD
CITY SECRETARY
WORTH, TX
Check Point Confidential Page 2 of 3 'Statement 0
Jul, 16. 2008 9138AM
No, 0046 P, 4
Cheek Point Education Services
£'�' Agreement
YRfYcve Te 44!rtet
proposal #; CFW052208AH
Proposal Date; May 22, 2008
This document may contain confidential and/or proprietary information, and is intended only for the
person/entity to which it was originally addressed. The content of this document may contain private views and
opinions, which do not constitute a formal disclosure or commitment unless specifically stated.
To the extend permitted by law, each party shall treat all information it receives from the other party, Including
but not limited to: ideas, designs, processes, trade secrets, specifications, drawings, plans, diagrams,
schedules, lists, blueprints, formulas, data, knowledge, Inventions and techniques ("Confidential Information")
as strictly confidential. Confidential Information includes only information that, if tangible, is marked
"confidential" or with words of similar import and Information disclosed visually or in other intangible form when
designated as confidential at the time of disclosure and confirmed in writing within thirty days of tiie initial
disclosure, or that a commercially reasonable party would deem and treat as Confidential Information during the
ordinary course of its business (whether marked or not). The term Confidential Information does not include
information that. (1) may be publicly disclosed by the party disclosing the information either prior to or
subsequent to the receipt of such information by the receiving party; (2) becomes generally known in the trade
through no fault of the receiving party; (3) may be lawfully disclosed to the receiving party by a third person to
this Agreement who has lawfully acquired the Confidential information; (4) was independently developed by the
receiving party (5) Is required to be disclosed by law, rule, regulationor court order. Each party shall not,
dlrectly or indirectly, use the other's Confidential Information for any purpose other than to carryout its
obllgations under this Agreement. Any employee or consultant given access to any Confidential Information
must have a legitimate need to know such Confidential Information and shall be bound by obligations no less
restrictive than those contained herein. The parties must continue to comply with the terms of this section for a
period of two (2) years after any termination of this Agreement.
OFFICIAL RECORD
CITY SECRETARY
WORTH, TX
Check Point Canfidenlial Page 3 of 3 Slatelnenl of Work �GFwQ52208AH.doc