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HomeMy WebLinkAboutC-8686-1 - PSA for Firewall Management MigrationPROFESSIONAL SERVICES AGREEMENT WITH CHECK POINT SOFTWARE TECHNOLOGIES LTD. FOR FIREWALL MANAGEMENT MIGRATION THIS PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into as of this _)J___ day of 0 , 2019 ("Effective Date"), by and between the CITY OF NEWPORT BEACH, a California municipal corporation and charter city ("City"), and CHECK POINT SOFTWARE TECHNOLOGIES LTD., an Israeli company ("Consultant" or "Check Point"), whose address is 5 Ha'Solelim Street, Tel Aviv, Israel 67897, and is made with reference to the following: RECITALS A. City is a municipal corporation duly organized and validly existing under the laws of the State of California with the power to cant' on its business as it is now being conducted under the statutes of the State of California and the Charter of City. B. City desires to engage Consultant to provide the Newport Beach Police Department ("NBPD") with a firewall upgrade and replacement ("Project"). C. Consultant possesses the skill, experience, ability, background, certification and knowledge to provide the professional services described in this Agreement. D. City has solicited and received a proposal from Consultant, has reviewed the previous experience and evaluated the expertise of Consultant, and desires to retain Consultant to render professional services under the terms and conditions set forth in this Agreement. NOW, THEREFORE, it is mutually agreed by and between the undersigned parties as follows: The services provided by Consultant are governed by the terms and conditions of this Agreement and the Statement of Work, attached hereto as Exhibit A and incorporated herein by reference. In the event of a conflict between the terms of this Agreement and the terms of the Statement of Work, the terms of the Statement of Work shall govern. 1. TERM The term of this Agreement shall commence on the Effective Date, and shall terminate thirty (30) calendar days after the Effective Date, unless terminated earlier as set forth herein. 2. SERVICES TO BE PERFORMED Consultant shall diligently perform all the services described in the Statement of Work attached hereto as Exhibit A and incorporated herein by reference ("Services" or "Work"). Prior to the commencement of Services, City may elect to delete certain Services within the Scope of Services at its sole discretion. CHECK POINT SOFTWARE TECHNOLOGIES LTD. Page 1 3. TIME OF PERFORMANCE 3.1 Consultant shall take reasonable commercial efforts to perform the Services in accordance with the schedule included in Exhibit A. In the absence of a speck schedule, the Services shall be performed to completion in a diligent and timely manner. The failure by Consultant to perform the Services in a diligent and timely manner may result in termination of this Agreement by City. 3.2 Notwithstanding the foregoing, Consultant shall not be responsible for deiays due to causes beyond Consultant's reasonable control. However, in the case of any such delay in the Services to be provided for the Project, each party hereby agrees to provide notice within two (2) calendar days, or within a reasonable timeframe, of the occurrence causing the delay to the other party so that all delays can be addressed. 3.3 Consultant shall submit all requests for extensions of time for performance in writing to the Project Administrator as defined herein not later than ten (10) calendar days after the start of the condition that purportedly causes a delay. The Project Administrator shall review all such requests and may grant reasonable time extensions for unforeseeable delays that are beyond Consultant's control. 3.4 For all time periods not specifically set forth herein, Consultant shall respond in the most reasonably expedient and appropriate manner under the circumstances, by hand-delivery or mail. 4. COMPENSATION TO CONSULTANT 4.1 City shall pay Consultant for the Services in accordance with the provisions of the Statement of Work attached hereto as Exhibit A and incorporated herein by reference. Consultant's compensation for all Work performed in accordance with this Agreement, including all reimbursable items and subconsultant fees, shall not exceed Twenty Nine Thousand Four Hundred Dollars and 001100 ($29,400.00), without prior written authorization from City. No billing rate changes shall be made during the term of this Agreement without the prior written approval of City. 4.2 Consultant shall submit an invoice of the full amount of the fees in the Statement of Work to City upon execution of the Agreement. City shall pay the full amount upfront within net thirty (30) days of the invoice date. Services cannot commence until payment has been received in full. 4.3 City shall reimburse Consultant for travel and e)penses in accordance with the terms of the Statement of Work. 4.4 Consultant shall not receive any compensation for Extra Work performed without the prior written authorization of City. As used herein, "Extra Work" means any Work that is determined by City to be necessary for the proper completion of the Project, but which is not included within the Statement of Work and which the parties did not reasonably anticipate would be necessary at the execution of this Agreement. Compensation for any authorized Extra Work shall be paid in accordance with the rates and terms CHECK POINT SOFTWARE TECHNOLOGIES LTD. Page 2 of Exhibit A. 5. PROJECT MANAGER 5.1 Consultant shall designate a Project Manager, who shall coordinate a)) phases of the Project. This Project Manager shall be available to City at all reasonable times during the Agreement term. Consultant shall not remove or reassign the Project Manager or any personnel listed in Exhibit A, assign any new, or replacement personnel to the Project without the prior written notice to City. 5.2 Consultant shall remove from the Project any of its personnel assigned to the performance of Services upon reasonable written request of City. Consultant warrants that it will furnish the necessary personnel to complete the Project on a timely basis as contemplated by this Agreement. 5.3 If Consultant is performing inspection services for City, the Project Manager and any other assigned staff shall be equipped with a cellular phone to communicate with City staff. The Project Manager's cellular phone number shall be provided to City. 6. ADMINISTRATION This Agreement will be administered by the Newport Beach Police Department. City's Police Department IT Coordinator or designee shall be the Project Administrator and shall have the authority to act for City under this Agreement. The Project Administrator shall represent City in all matters pertaining to the Services to be rendered pursuant to this Agreement. 7. CITY'S RESPONSIBILITIES To assist Consultant in the execution of its responsibilities under this Agreement, City agrees to provide access to and upon request of Consultant, one copy of allexisting relevant information on file at City. City will provide all such materials in a timely manner so as not to cause delays in Consultant's Work schedule. City will fulfill all its obligations as outlined in the Statement of Work, attached as Exhibit A. 8. STANDARD OF CARE 8.1 All of the Services shall be performed by Consultant or under Consultant's supervision. Consultant represents that it possesses the professional and technical personnel required to perform the Services required by this Agreement, and that it will perform all Services in a manner commensurate with the then industry standards for such services and with the ordinary degree of skill and care that would be used by other reasonably competent practitioners of the same discipline under similar circumstances. All Services shall be performed by qualified and experienced personnel who are not employed by City. By delivery of completed Work, Consultant certifies that the Work conforms to all applicable federal, state and local laws, and legally recognized professional standards. CHECK POINT SOFTWARE TECHN0L0GIES LTD. Page 3 8.2 Consultant represents and warrants to City that it shah take reasonable commerdal e%rts to have, obtain and keep in full force and effect during the term hereof, at its sole cost and expense, all licenses, permits, qualifications, insurance and approvals of whatsoever nature that is legally required of Consultant to practice its profession. If applicable, Consultant shall maintain a City of Newport Beach business license during the term of this Agreement. 8.3 Consultant shall not be responsible for delay, nor shall Consultant be responsible for damages or be in default or deemed to be in default by reason of strikes. lockouts, accidents, acts of God, or the failure of City to furnish timely information or to approve or disapprove Consultant's Work promptly, or delay or faulty performance by City, contractors, or governmental agencies, 9. HOLD HARMLESS To the fullest extent permitted by law, Consultant shall indemnify, defend and hold harmless City, its City Council, boards and commissions, officers, agents, volunteers and employees (collectively, the "Indemnified Parties") from and against claims for bodily injury, death or damage to property, which arise from any breach of the terms and conditions of this Agreement or any Work performed or Services provided under this Agreement. Notwithstanding the foregoing, nothing herein shall be construed to require Consultant to indemnify the Indemnified Parties from any Claim arising from the negligence or willful misconduct of the indemnified Parties. Nothing in this indemnity shall be construed as authorizing any award of attorneys' fees in any action on or to enforce the terms of this Agreement. This indemnity shall apply to all claims and liability regardless of whether any insurance policies are applicable, The policy limits do not act as a limitation upon the amount of indemnification to be provided by Consultant. 10. INDEPENDENT CONTRACTOR It is understood that City retains Consultant on an independent contractor basis and Consultant is not an agent or employee of City. The manner and means of conducting the Work are under the control of Consultant, except to the extent they are limited by statute, rule or regulation and the expressed terms of this Agreement. No civil service status or other right of employment shall accrue to Consultant or its employees. Nothing in this Agreement shall be deemed to constitute approval for Consultant or any of Consultant's employees or agents, to be the agents or employees of City. Consultant shall have the responsibility for and sole control over the means of performing the Work, provided that Consultant is in compliance with the terms of this Agreement, Anything in this Agreement that may appear to give City the right to direct Consultant as to the details of the performance of the Work or to exercise a measure of control over Consultant shall mean only that Consultant shall take reasonable commercial efforts to follow the desires of City with respect to the results of the Services. CHECK POINT SOFTWARE TECHNOLOGIES LTD. Page 4 11. COOPERATION Consultant agrees to work closely and cooperate fully with City's designated Project Administrator and any other agencies that may have jurisdiction or interest in the Work to be performed. City agrees to cooperate with the Consultant on the Project. 12. CITY POLICY Consultant shall discuss and review all matters relating to policy and Project direction with City's Project Administrator in advance of alt critical decision points in order to ensure the Project proceeds in a manner consistent with City goals and policies. 13. PROGRESS Consultant is responsible for keeping the Project Administrator informed on a regular basis regarding the status and progress of the Project, activities performed and planned, and any meetings that have been scheduled or are desired. 14. INSURANCE Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement or for other periods as specified in this Agreement, policies of insurance of the type, amounts, terms and conditions described in the Insurance Requirements attached hereto as Exhibit B, and incorporated herein by reference. 15. PROHIBITION AGAINST ASSIGNMENTS AND TRANSFERS Except as specifically authorized under this Agreement, and except for Consultant's assignment to a wholly owned subsidiary, the Services to be provided under this Agreement shall not be assigned, transferred contracted or subcontracted out without the prior written approval of either parry. Any of the following shall be construed as an assignment: The sale, assignment, transfer or other disposition of any of the issued and outstanding capital stock of Consultant, or of the interest of any general partner or joint venturer or syndicate member or cotenant if Consultant is a partnership or joint -venture or syndicate or co -tenancy, which shall result in changing the control of Consultant. Control means fifty percent (50%) or more of the voting power or twenty-five percent (25%) or more of the assets of the corporation, partnership or joint -venture. 16. CONFIDENTIALITY All Documents, including drafts, preliminary drawings or plans, notes and communications that result from the Services in this Agreement, shall be kept confidential unless City expressly authorizes in writing the release of information. Cl IECK POINT SOFTWARE TECHNOLOGIES LTD. Page 5 17. INTELLECTUAL PROPERTY INDEMNITY Indemnification by Check Point. Check Point shall pay all costs, liabilities, damages and other amounts finally awarded against City to the extent such action is based on a third - party claim that use by City of the services, as described in Exhibit A, within the scope of the licenses granted hereunder directly infringes any United States patent or trademark issued as of the Effective Date or any copyright or trade secret, provided that (i) City promptly notifies Check Point of any and all threats, claims or proceedings potentially implicating the indemnity obligations set forth in this Section and prior to taking any action which could adversely impact the defense; and (ii) Check Point is given reasonable assistance and the opportunity to assume sole control over the defense of the claims and/or allegations for which indemnity is sought under this section as well as sole control over all negotiations for a settlement or compromise of those claims. Check Point will not be responsible for (a) any settlement it does not approve in writing in advance (which approval will not be unreasonably delayed) or (b) any allegation of trade -secret misappropriation other than one based on an allegedly wrongful act of misappropriation by a Check Point employee or agent. Infringement Remedies: If the service is, or in Check Point's opinion is likely to become, the subject of a claim, suit, or proceedings of infringement, Check Point may in its sole discretion: (i) procure, at no cost to City, the right to continue using the service; (ii) replace or modify the service, at no cost to City, to make it non -infringing (even if that modification materially impacts the value or utility of the service), or (iii) terminate the license for the infringing service and grant a refund credit thereon as depreciated on a thirty-six (36) month basis. Disclaimer. THE FOREGOING PROVISIONS STATE THE ENTIRE LIABILITY AND OBLIGATIONS OF CHECK POINT WITH RESPECT TO ANY ACTUAL OR ALLEGED INFRINGEMENT OF ANY INTELLECTUAL PROPERTY RIGHTS BY THE SERVICE AND IS IN LIEU OF ANY WARRANTIES OF NONINFRINGEMENT. Exceptions. The foregoing indemnity obligation of Check Point does not apply with respect to service or portions or components thereof: (i) not supplied by Check Point; (ii) made in whole or in part in accordance to City specifications; (iii) which are modified after delivery by anyone other than Check Point, if the alleged infringement relates to such modification; (iv) combined with other services, products, processes or materials where the alleged infringement relates to such combination; (v) where Check Point could not be held liable for inducing or contributing to infringement of the asserted claims by City; (vi) with respect to which a claim or allegation of infringement was first made prior to the date of this Agreement; (vii) where the claim arises because of City's decision to offer indemnity to a third party that is greater in scope than the indemnity offered herein; or (viii) where City continues allegedly infringing activity after being notified thereof or after being informed of modifications that would have avoided the alleged infringement. Check Point also shall have no indemnity obligation for legal fees, costs or expenses incurred by City prior to the time that City provides Check Point both (a) notice of the claim and (b) materials from which Check Point could reasonably determine that indemnity is owed. City will indemnify Check Point and its officers, directors, agents and employees from all damages, settlements, CHECK POINT SOFTWARE TECHNOLOGIES LTD. Page 6 attomeys' fees and expenses related to a claim of infringement or misappropriation excluded from Check Point's indemnity obligation by this Section. 18. RECORDS Consultant shall keep records and invoices in connection with the Services to be performed under this Agreement. Consultant shall maintain complete and accurate records with respect to the costs incurred under this Agreement and any Services, expenditures and disbursements charged to City, for a minimum period of one (1) year, or for any longer period required by law, from the date of final payment to Consultant under this Agreement. All such records and invoices shall be clearly identifiable. Consultant shall allow a representative of City to examine, audit and make transcripts or copies of such records and invoices during regular business hours. Consultant shall allow inspection of all relevant records related to the Agreement for a period of one (1) year from the date of final payment to Consultant under this Agreement. City or any third party will not have any access to Check Point's systems, data centers or facilities, or Check Point's and/or its customers' proprietary information. 19. ERRORS AND OMISSIONS In the event of errors or omissions that are due to the negligence or professional inexperience of Consultant which result in expense to City greater than what would have resulted if there were not errors or omissions in the Work accomplished by Consultant, the additional design, construction and/or restoration expense shall be borne by Consultant. Nothing in this Section is intended to limit City's rights under the law or any other sections of this Agreement. 20. CITY'S RIGHT TO EMPLOY OTHER CONSULTANTS City reserves the right to employ other Consultants in connection with the Project. 21. CONFLICTS OF INTEREST 21.1 Consultant or its employees may be subject to the provisions of the California Political Reform Act of 1974 (the "Act") and/or Government Code §§ 1090 et seq., which (1) require such persons to disclose any financial interest that may foreseeably be materially affected by the Work performed under this Agreement, and (2) prohibit such persons from making, or participating in making, decisions that will foreseeably financially affect such interest. 21.2 If subject to the Act and/or Government Code §§ 1090 et sea., Consultant shall conform to all requirements therein. Failure to do so constitutes a material breach and is grounds for immediate termination of this Agreement by City. CHECK POINT SOFTWARE TECHNOLOGIES LTD. Page 7 22. NOTICES 22.1 All notices, demands, requests or approvals, including any change in mailing address, to be given under the terms of this Agreement shall be given in writing, and conclusively shall be deemed served when delivered personally, or on the third business day after the deposit thereof in the United States mail, postage prepaid, first- class irstclass mail, addressed as hereinafter provided. 22.2 All notices, demands, requests or approvals from Consultant to City shall be addressed to City at: Attn: IT Coordinator Newport Beach Police Department City of Newport Beach 870 Santa Barbara Drive Newport Beach, CA 92660 22.3 All notices, demands, requests or approvals from City to Consultant shall be addressed to Consultant at: Attn: Carlos Moreira Check Point Software Technologies Ltd. 959 Skyway Road, Suite 300 San Carlos, CA 94070 All legal notices to Consultant shall be addressed to Consultant at: Attn: General Counsel Check Point Software Technologies, Inc. 959 Skyway Road, Suite 300 San Carlos, CA 94070 23. TERMINATION 23.1 In the event that either party fails or refuses to perform any of the provisions of this Agreement at the time and in the manner required, that party shall be deemed in default in the performance of this Agreement. If such default is not cured within a period of thirty (30) calendar days, or if more than thirty (30) calendar days are reasonably required to cure the default and the defaulting party fails to give adequate assurance of due performance within thirty (30) calendar days after receipt of written notice of default, specifying the nature of such default and the steps necessary to cure such default, and thereafter diligently take steps to cure the default, the non -defaulting party may terminate the Agreement forthwith by giving to the defaulting party written notice thereof. CHECK POINT SOFTWARE TECHNOLOGIES LTD. Page 8 23.2 Notwithstanding the above provisions, City shall have the right, at its sole and absolute discretion and without cause, of terminating this Agreement at any time by giving no less than thirty (30) calendar days' prior written notice to Consultant. In the event of termination under this Section, City shall pay Consultant for Services performed and costs incurred up to the effective date of termination for which Consultant has not been previously paid. On the effective date of termination, Consultant shall deliver to City all reports, Documents and other information developed or accumulated solely in the performance of this Agreement, whether in draft or final form. 24. STANDARD PROVISIONS 24.1 Recitals. City and Consultant acknowledge that the above Recitals are true and correct and are hereby incorporated by reference into this Agreement. 24.2 Compliance with all Laws. Consultant shall, at its own cost and expense, comply with ail statutes, ordinances, regulations and requirements of all governmental entities, including federal, state, county or municipal, whether now in force or hereinafter enacted. In addition, all Work prepared by Consultant shall conform to applicable City, county, state and federal laws, rules, regulations and permit requirements and be subject to approval of the Project Administrator and City. 24.3 Waiver. A waiver by either party of any breach, of any term, covenant or condition contained herein shall not be deemed to be a waiver of any subsequent breach Df the same or any other term, covenant or condition contained herein, whether of the same or a different character. 24.4 Integrated Contract, This Agreement represents the full and complete understanding of every kind or nature whatsoever between the parties hereto, and all preliminary negotiations and agreements of whatsoever kind or nature are merged herein. No verbal agreement or implied covenant shall be held to vary the provisions herein. 24.5 Conflicts or Inconsistencies, in the event there are any conflicts or inconsistencies between this Agreement and the Statement of Work or any other attachments attached hereto, the terms of the Statement of Work shall govern. 24.6 Interpretation. The terms of this Agreement shall be construed in accordance with the meaning of the language used and shall not be construed for or against either party by reason of the authorship of the Agreement or any other rule of construction which might otherwise apply. 24.7 Amendments. This Agreement may be modified or amended only by a written document executed by both Consultant and City and approved as to form by the City Attorney. 24.8 Severability. If any term or portion of this Agreement is held to be invalid, illegal, or otherwise unenforceable by a court of competent jurisdiction, the remaining provisions of this Agreement shall continue in full force and effect. CHECK POINT SOFTWARE TECHNOLOGIES LTD. Page 9 24.9 Controilinq Law and Venue. The laws of the State of California shall govern this Agreement and all matters relating to it and any action brought relating to this Agreement shall be adjudicated in a court of competent jurisdiction in the County of Orange, State of California. 24.10 Equal Opportunity Employment. Consultant represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because race, religious creed, color, national origin, ancestry, physical handicap, medical condition, marital status, sex, sexual orientation, age or any other impermissible basis under law. 24.11 No Attorneys' Fees. In the event of any dispute or legal action arising under this Agreement, the prevailing party shall not be entitled to attorneys' fees. 24.12 Counterparts. This Agreement may be executed in two (2) or more counterparts, each of which shall be deemed an original and all of which together shall constitute one (1) and the same instrument. [SIGNATURES ON NEXT PAGE) CHECK POINT SOFTWARE TECHNOLOGIES LTD. Page 10 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed on the dates written below. APPROVED AS TO FORM: CITY ATTORNEY'S OFFICE Date: t! /! Z /? 01 14 By: J"-& : q,(' Aaron C. Harp NM 111W1Iq City Attorney ATTEST: Date:— � CITY OF NEWPORT BEACH, a Californjq myr icjpal corporation 2 Jo Lewis P ►ce Chief CONSULTANT: Check Point Software Technologies Ltd., an Israeli company Date: ///- ) ��:) '-!5 r By:--- Leilani I. Brown Dan Y a mi City Clerk G4-rt-ef Customer Officer Date: By:, Shi M Yashar 1 of Legal IL JD OF SIGNATURES] Attachments: Exhibit A - Statement of Work Exhibit B - Insurance Requirements CHECK POINT ;7777 7E7NOLOGIES LTD. Page 1 EXHIBIT A STATEMENT OF WORK ENGAGEMENT OVERVIEW This Statement of Work ("SOW") is between Check Point Software Technologies Ltd. ("Check Point") and Newport Beach Police Department ("Customer"), with the delivery of Check Point Professional Services ("Products"). This SOW provides a description, scope and quotation for Professional Services ("Service(s)") Check Point and the customer agree as follows: DESCRIPTION ANDSCOPE This Service will consist of up to eleven (11) days of on-site or off-site work by an Engineer provided by Check Point to review, recommend and check the compliance of the installation within Check Point guidelines security best practices and optimization of Products. The Engineer will work remotely or at the Customer facility and will report directly to a designated Customer representative whose primary responsibilities are with the security infrastructure. When assigned to Customer, the Engineer will be available to review the design and implementation of the Products. Descriotion of the environment: • Mgmt running R77.10 on VM • 2 ea. clusters running R77.10 on 4800 appliances • All NBPD data to remain on-site obiective• • Install and configure new VM running R80.10 Migrate R77.10 database to new Mgmt server • Install, configure and migrate 2 ea. 5000 series clusters ErcrgUujisites- ?ffeet all requirements of the R80.10 pre -verification tool Migrate Export of the SMS using R80.10 tools CPINFO of the SMS Exact Hostname of the SMS Policy change freeze is recommended or keep track of any database changes CHECK POINT SOFTWARE TECHNOLOGIES LTD. Page A-1 Recommended Ho cS� ekeepinQ. Move all Firewall logs on a secure location (*if logging in the SMS) Delete old Database revision (Keep only 5 latest revision) Staging - Review CPINFO of the SMS Review the pre -verification R80.10 Report Gather the Migrate Export of the SMS using R80.10 tools Run First Time Configuration Wizard on all 5000 series appliances o Interfaces\VIP's to be identical to 4800 clusters o Upgrade to recommended Jumbo HFA o Document settings and backup production configurations Simulate the upgrade locally on the NBPD network. o Fresh install R80.10 SMS in VM o Import the customer's R80.10 database o Perform a database verification o Perform a pre -production testing Estimated: 5 days off-site FW and MGMT Implementation Gather the Migrate Export of the SMS using R80.10 Tools Verify the export file credibility, as it will be used as a Back out plan Fresh install R80.10 SMS in Production Import the tested R80.10 database Perform a database verification Perform a pre -production testing Migrate into production 2 ea. 5000 clusters running R80.10 Verify the Smart Event R80.10 is receiving events -Troubleshoot, monitor, and document changes Estimated: 6 days on-site Activities: (If applicable) During the term of the engagement, Check Point will perform the following activities: • Review of the Design and Setup: Evaluation of the current Check Point security environment configuration Migration Planning: A high level migration project plan will be created to include a path from other Check Point products, third party vendor products, and/or new technology upgrades and Evaluate the anticipated design and requirements of the implementation CHECK POINT SOFTWARE TECHNOLOGIES LTD. Page A-2 • Cutover assistance: Implementation and configuration of the network environment in accordance with the Migration Plan. • Optimization: - Recommendations and/or changes where appropriately to optimize the performance ofthe product. • Knowledge Transfer: General guidance of the basic usage of the product. • Troubleshooting: - Troubleshooting of products as applicable during the implementation phase. This Service will be performed contiguously from a date to be agreed upon and will exclude Check Point holidays, vacations or any other work stoppage agreed upon by both parties. The minimum lead time to schedule the project is four (4) weeks in advance. If needed, Check Point will relay information found during the engagement for handling by other departments within Check Point such as Check Point' Technical Assistance Center ("TAC") or the Solutions Center. OUT OF SCOPE • Anything that is not mentioned in the task and deliverables will be deemed out of scope. DELIVERABLI_ Expert Consultation Documentation of activities � PRE -ENGAGEMENT PHONEINTERVIE Prior to delivering this Service, Check Point and Customer 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 the Products and corresponding security applications. CHECK POINT SOFTWARE TECHNOLOGIES INC. Page A-3 CUSTOMER RESPONSIBILITIES] The following prerequisites are required to be completed prior to Check Point commencing this Service: • Provide individual workspace with phone and network access that provides access to systems thatare required to perform the assigned job functions. • Provide the Engineer with the necessary means to communicate with Check Point. The use ofthis connection will be for secure access for internal Check Point email, research for troubleshooting, opening and working with service requests, etc. • Provide access to the documentation, or personnel, who have knowledge of the Check Point configuration as well as the OS configuration (Networking /Platform experts). • Coordinate all physical access to facilities as necessary (security badges, parking, etc.). • Complete site preparation, including all related network and electrical cabling, equipment placement and mounting in compliance with products specifications, and all appropriate IP addresses. • Provide a network diagram showing all devices relating to the Products. • Have the appropriate products licenses and with valid support agreement. • Have an executed copy of this SOW and provide Check Point a corresponding Purchase Order If assistance is required, please contact Check Point prior to the scheduled date of commencement. PRiCE'', All Prices are in US dollars The price below is List Price and should be considered budgetary. CHECK POINT SOFTWARE TECHNOLOGIES INC. Page A-4 • Upon execution of this SOW, Check Point will issue an invoice for the full amount above, and Customer will immediately issue a payment in advance of the commencement of Services. • 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 Customeron a per day basis at the Check Point On -Site Daily Consulting Rate of $2,500, plus additional travel and living expenses. • In order for Customer to receive Check Point support during a Professional Services engagement, Customer must have procured Check Point Support. • Reasonable Travel and expenses will be billed at the fixed amount noted in the "Price" section. Emergency deployment may incur additional charges. Upon termination or cancellation of these Services by Customer, Customer shall be responsible for any non -cancelable Travel and Business Related Expenses incurred by Check Point provided proof of payment is provided to Customer. • A day of work is defined as any regular weekday with work performed between the local hours of 9 am — 6 pm. 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 time rates. • This proposal is valid for fifteen (15) calendar days from the above noted Proposal Date. TERMS AND CONDITIONS 1. The Services reflect concepts that have been developed and used by Check Point in the past, or may be developed by Check Point in the course of providing the Services hereunder. Subject to the terms and conditions of this SOW, Check Point hereby grants to Customer a non-exclusive, world-wide, royalty -free right to use, copy and store the deliverables for the purposes contemplated hereunder. 2. If applicable, the above special pricing is predicated on the flexible approach that Check Point will rotate resources assigned from time to time, but we will provide several days overlap/transition when that takes place. During the times we rotate the on-site resource, we will be sure to have the departing resource and the incoming resource both on-site for several days to ensure a smooth transition. 3. A time sheet will be kept by the Engineer and signed by a representative of the Customer. No Check Point Engineer is expected to work more than ten (10) consecutive hours unless required and approved by both parties. 4. Any quotations that you may have received, whether verbal or otherwise, for the number of days required to perform a task, were given as a tool for budgeting purposes and are not meant to be a guarantee for the amount of CHECK POINT SOFTWARE TECHNOLOGIES INC. Page A-5 time required to perform the project. 5. Where the Services under this SOW require that Check Point store its facilities, on Customer's behalf, any products purchased and owned by Customer for the Lifecycle Management Services, Customer agrees that risk and title for the products stored in Check Point's facility belong to Customer. 6. Check Point's area of expertise is security. Therefore, in order to ensure Customer continues to receive the highest level of service in that arena, Check Point has asked that Engineer not be given any work outside of the designated security field. 7. Should any situation or development occur that will drastically change the project scope and resulting estimated cost for the Check Point Services during the course of the project, the Engineer will advise the appropriate Customer management personnel. Customer and Check Point shall agree on a course of action to deal with the situation. 8. Invoices are due and payable within Net thirty (30) days after receipt thereof. 9. The scope of this quote is for service delivery only. Nothing in this quotation extends anywarranties with regard to Check Point products, the Customer's infrastructure or infrastructure security. 10. For all cancellations made within 2 weeks before the scheduled engagement, Check Point will chargethe Customer for any cancelled travel expenses (hotel/airfare). In addition to such travel expenses, Customer will pay for Service fees as follows: Cancellation within 48 hours before scheduled engagement will result in a fee of 2 full days of PS ($5,000 USD). 11. if the assigned Engineer makes an onsite visit as scheduled, but is unable to perform due to Customer's fault, the scheduled days (including travel expenses) will be charged to the Customer and deducted from the scoped amount of days. 12. Check Point will maintain commercially reasonable insurance levels commensurate with the level and type of work required to be performed under this SOW. 13. This SOW will not be deemed to create an agency, employment, partnership or joint venture between the parties. Check Point is an independent contractor. Check Point does not have any authority to bind, enter into agreements or incur obligations on behalf of Customer. Neither Check Point nor its employees or agents can be considered employees of Customer for any purpose including, but not limited to, benefit programs, bonuses, income tax withholding, unemployment benefits, disability benefits, employment taxes or worker's compensation insurance. 14. Warranties and Disclaimers. Check Point represents and warrants that all services and deliverables rendered pursuant to this SOW shall be provided by Check Point in a professional, effective and efficient manner that equals the then current industry standard for such services and deliverables. EXCEPTAS OTHERWISE PROVIDED IN THIS SOW, CHECK POINT MAKES NO WARRANTIES OF ANY KIND OR NATURE, WHETHER EXPRESS OR IMPLIED, INCLUDING, BUT NOT LIMITED TO, WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE. CHECK POINT SOFTWARE TECHNOLOGIES INC. Page A-6 IS. Limitation of Liability. NOTWITHSTANDING ANYTHING ELSE IN THIS SOW OR OTHERWISE, CHECK POINT WILL IN NO EVENT BE LIABLE WITH RESPECT TO ANY SUBJECT MATTER OF THIS SOW 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 (111) COST OF PROCUREMENT OF SUBSTITUTE GOODS, TECHNOLOGY OR SERVICES. NOTWITHSTANDING ANYTHING IN THIS SOW TO THE CONTRARY OR THE FAILURE OF ESSENTIAL PURPOSE OF ANY LIMITATION OF LIABILITY OR LIMITED REMEDY, CHECK POINT'S ENTIRE AGGREGATE LIABILITY ARISING FROM OR RELATING TO THIS SOW OR THE SUBJECT MATTER HEREOF, UNDER ANY LEGAL THEORY (WHETHER IN CONTRACT, TORT, INDEMNITY OR OTHERWISE SHALL BE LIMITED TO THE AMOUNTS RECEIVED BY CHECK POINT UNDER THIS SOW FOR A CLAIM PURSUANT TO A PARTICULAR PROJECT UNDER THIS SOW THAT CAUSED THE LIABILITY. 16. Non Solicitation. Customer agrees not to seek, offer or solicit offers of employment from Check Point employees, without the expressed written consent of Check Point. The above limitation shall be effective for the Term of this SOW and for a period of one (1) year following the termination of this SOW or any extension hereto. 17. Choice of Law. The parties submit to the jurisdiction of, and this SOW is governed by the laws of, the State of California. Venue for any action arising out of this SOW will in a court of competent jurisdiction in San Mateo County, California. The prevailing party in any such action will be entitled to the recovery of its reasonable attorney's fees, costs and expenses. CHECK POINT SOFTWARE TECHNOLOGIES INC. Page A-7 EXHIBIT B INSURANCE REQUIREMENTS — PROFESSIONAL SERVICES Provision of Insurance. Without limiting Consultant's indemnification of City, and prior to commencement of Work, Consultant shall obtain, provide and maintain at its own expense during the term of this Agreement, policies of insurance of the type and amounts described below and in a form satisfactory to City. Consultant agrees to provide insurance in accordance with requirements set forth here. If Consultant uses existing coverage to comply and that coverage does not meet these requirements, Consultant agrees to amend, supplement or endorse the existing coverage. 2. Acceptable Insurers. All insurance policies shall be issued by an insurance company currently authorized by the Insurance Commissioner to transact business of insurance in the State of California, with an assigned policyholders' Rating of A - (or higher) and Financial Size Category Class VII (or larger) in accordance with the latest edition of Best's Key Rating Guide, unless otherwise approved by the City's Risk Manager. 3. Coverage Requirements. A. Workers' Compensation Insurance. Consultant shall maintain Workers' Compensation Insurance, statutory limits, and Employer's Liability Insurance with limits of at least one million dollars ($1,000,000) each accident for bodily injury by accident and each employee for bodily injury by disease in accordance with the laws of the State of California, Section 3700 of the Labor Code. Consultant shall submit to City, along with the certificate of insurance, a Waiver of Subrogation endorsement in favor of City, its City Council, boards and commissions, officers, agents, volunteers and employees. B. General Liability Insurance. Consultant shall maintain commercial general liability insurance, and if necessary umbrella liability insurance, with coverage at least as broad as provided by Insurance Services Office form CG 00 01, in an amount not less than one million dollars ($1,000,000) per occurrence, two million dollars ($2,000,000) general aggregate. The policy shall cover liability arising from premises, operations, personal and advertising injury, and liability assumed under an insured contract (including the tort liability of another assumed in a business contract). C. Automobile Liability Insurance. Consultant shall maintain automobile insurance at least as broad as Insurance Services Office form CA 00 01 covering bodily injury and property damage for all activities of Consultant arising out of or in connection with Work to be performed under this Agreement, including coverage for any owned, hired, non -owned or rented vehicles, in an amount not less than one million dollars ($1,000,000) combined single limit each accident. CHECK POINT SOFTWARE TECHNOLOGIES INC. Page D, Technology Professional Liability Errors and Omissions Insurance Consultant shall maintain technology professional liability errors and omissions insurance appropriate to Consultant's profession and work hereunder, in an amount not less than five million dollars ($5,000,000) per occurrence. Coverage shall be sufficiently broad to respond to the duties and obligation as is undertaken by Consultant in this Agreement, and shall included, but not be limited to, (1) all acts, errors, omissions, negligence, infringement of intellectual property; (2) network security and privacy risks, including, but not limited to, unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or negligence in the handling of confidential information, privacy perils, including coverage for related regulatory defense and penalties only if insurable by law (3) data breach expenses payable, including but not limited to consumer notification, whether or not required by law, computer forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or remediation services in the performance of services for City or on behalf of City hereunder. The Policy shall include, or be endorsed to include, property damage liability coverage for damage to, alteration of, loss of, or destruction of electronic data and/or information "property" of the City emanating from the failure of the technology services or an error or omission in the content/information provided. If not covered under the Consultant's liability policy, such "property" coverage may be endorsed to the Consultant's cyber liability policy. If coverage is written on a claims -made basis, the retroactive date on such insurance and all subsequent insurance shall coincide or precede the effective date of the Consultant's Agreement with the City and continuous coverage shall be maintained or an extended reporting period shall be exercised for a period of at least two (2) years from termination or expiration of this Agreement. 4. Other Insurance Re uirements. The policies are to contain, or be endorsed to contain, the following provisions: A_ Waiver of Subrogation_ All insurance coverage maintained or procured pursuant to this Agreement shall be endorsed to waive subrogation against City, its City Council, boards and commissions, officers, agents, volunteers and employees or shall specifically allow Consultant or others providing insurance evidence in compliance with these requirements to waive their right of recovery prior to a loss. Consultant hereby waives its own right of recovery against City, and shall require similar written express waivers from each of its subconsultants. B. Additional Insured Status. All liability policies including general liability, excess liability, and automobile liability, if required, but not including professional liability, shall provide or be endorsed to provide that City, its City Council, boards and commissions, officers, agents, volunteers and employees shall be included as additional insureds under such policies. CHECK POINT SOFTWARE TECHNOLOGIES INC. Page B-2 C. Primary and Non Contributory. All liability coverage shall apply on a primary basis and shall not require contribution from any insurance or self-insurance maintained by City. D. Notice of Cancellation. All policies shall provide City with thirty (30) calendar days' notice of cancellation (except for nonpayment for which ten (10) calendar days' notice is required) or nonrenewal of coverage for each required coverage. 5. Additional Agreements Between the Parties The parties hereby agree to the following: A. Evidence of Insurance. Consultant shall provide certificates of insurance to City as evidence of the insurance coverage required herein, along with a waiver of subrogation endorsement for workers' compensation and other endorsements as specified herein for each coverage. Insurance certificates and endorsement must be approved by City's Risk Manager prior to commencement of performance. Current certification of insurance shall be kept on file with City at all times during the term of this Agreement.. B. City's Right to Revise Requirements. City reserves the right at any time during the term of the Agreement to change the amounts and types of insurance required by giving Consultant sixty (60) calendar days' advance written notice of such change. If such change results in substantial additional cost to Consultant, City and Consultant may renegotiate Consultant's compensation. C. Enforcement of Agreement Provisions. Consultant acknowledges and agrees that any actual or alleged failure on the part of City to inform Consultant of non-compliance with any requirement imposes no additional obligations on City nor does it waive any rights hereunder. D. Requirements not Limiting. Requirements of specific coverage features or limits contained in this Section are not intended as a limitation on coverage, limits or other requirements, or a waiver of any coverage normally provided by any insurance. Specific reference to a given coverage feature is for purposes of clarification only as it pertains to a given issue and is not intended by any party or insured to be all inclusive, or to the exclusion of other coverage, or a waiver of any type. If the Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for higher limits maintained by the Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to the City. E. Self-insured Retentions. Any self-insured retentions must be declared to and approved by City. City reserves the right to require that self-insured retentions be eliminated, lowered, or replaced by a deductible. Self- insurance will not be considered to comply with these requirements unless approved by City. CHECKPOINT SOFTWARE TECHNOLOGIES INC. Page B-3 F. City Remedies for Non -Compliance. If Consultant or any subconsultant fails to provide and maintain insurance as required herein, then City shall have the right but not the obligation, to purchase such insurance, to terminate this Agreement, or to suspend Consultant's right to proceed until proper evidence of insurance is provided. Any amounts paid by City shall, at City's sole option, be deducted from amounts payable to Consultant or reimbursed by Consultant upon demand. G. Timely Notice of Claims. Consultant shall give City prompt and timely notice of claims made or suits instituted that arise out of or result from Consultant's performance under this Agreement, and that involve or may involve coverage under any of the required liability policies. City assumes no obligation or liability by such notice, but has the right (but not the duty) to monitor the handling of any such claim or claims if they are likely to involve C ity. H. Consultant's Insurance. Consultant shall also procure and maintain, at its own cost and expense, any additional kinds of insurance, which in its own judgment may be necessary for its proper protection and prosecution of the Work. wn — I CHECK POINT SOFTWARE TECHNOLOGIES INC. Pae B-4