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.
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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.
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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.
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