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Cadre Computer Resources/IS C0ry4r'ac4 +1. ('Rls.©oh a Cadre ComputerResources APPROVED AS TO FORM By Information Services t-2004 Appropriation#1202-419-55;P.O.#11572& 12821 Contract Not To Exceed$5,300.00 AGREEMENT FOR PROFESSIONAL SERVICES THIS AGREEMENT FOR PROFESSIONAL SERVICES ("Agreement"), is hereby made and entered into by and between the City of Carmel, Indiana, acting by and through its Board of Public Works and Safety (hereinafter "City"), and Cadre Computer Resources (hereinafter "Professional"). RECITALS WHEREAS, City owns and is responsible for the operation and maintenance of its public works, its public sewer and water systems, the operation of the City, its departments and facilities, and the provision of municipal services to the public; and WHEREAS, from time to time, City needs additional temporary contract workers, workforce recruiting, screening and consulting or other workforce assistance (the "Services") to assist it in fulfilling its foregoing responsibilities; and WHEREAS, Professional is experienced in providing and desires to provide to City the Services referenced herein; and WHEREAS, City desires to engage Professional as an independent contractor for the purpose of providing to City the Services referenced herein; NOW, THEREFORE, in consideration of the foregoing recitals and the covenants and conditions set forth herein, City and Professional mutually agree as follows: SECTION 1. INCORPORATION OF RECITALS The foregoing Recitals are hereby incorporated into this Agreement and made a part hereof. SECTION 2. SCOPE OF SERVICES 2.1 City desires to engage Professional as an independent contractor for the Services set forth in attached Exhibit A, incorporated herein by this reference. 2.2 Professional understands and agrees that City may, from time to time, request Professional to provide additional or modified Services, the scope of which shall be as requested and defined by the Mayor or his duly authorized representative and attached hereto in the order approved by City. 2.3 Time is of the essence of this Agreement. mod/bpwontracts2004/info. Servs/cadre00/23/04 1 Cadre Computer Resources Information Services t-2004 Appropriation#1202-419-55;P.O.#11572& 12821 Contract Not To Exceed$5,300.00 SECTION 3. CITY'S RESPONSIBILITIES 3.1 City shall provide such information as is reasonably necessary for Professional to understand the Services requested. 3.2. City shall arrange for Professional to enter upon public and private property as reasonably required for Professional to perform the Services. 3.3 City shall designate payment of the Services from City budget appropriation number 1202-419-55 funds. 3.4 City shall designate the Mayor or his duly authorized representative to act on City's behalf on all matters regarding the Services. SECTION 4. PROFESSIONAL'S RESPONSIBILITIES 4.1 Professional shall perform the Services pursuant to the terms of this Agreement and within any applicable time and cost estimate. 4.2 Professional shall coordinate with City its performance of the Services. 4.3 Professional shall provide the Services by following and applying at all times reasonable and lawful standards as accepted in the industry. SECTION 5. COMPENSATION 5.1 Professional estimates that the total price for the Services to be provided to City hereunder shall be no more than Five Thousand Three Hundred Dollars ($5,300.00) (the "Estimate"). Professional shall submit an invoice to City no more than once every thirty (30) days for Services provided City during the time period encompassed by such invoice. Invoices shall be submitted on a form containing the same information as that contained on the Professional Services Invoice attached hereto as Exhibit B, incorporated herein by this reference. City shall pay Professional for all undisputed Services rendered and stated on such invoice within sixty (60) days from the date of City's receipt of same, or be subject to a late charge of one percent (1%) of such unpaid and undisputed invoice amount for each month same remains unpaid. 5.2 Professional agrees not to provide any Services to City that would cause the total cost of same to exceed the Estimate, without City's prior written consent. SECTION 6. TERM Subject to the termination provisions set forth in Section 7.1 hereinbelow, this Agreement shall be in effect from its Effective Date through December 31, 2004, and shall thereafter, on the first day of January in each subsequent year, automatically renew for a period of one (1) year. mod/bpwontracts2004/info. servs/cadre08/23/04 2 Cadre Computer Resources Information Services t-2004 Appropriation#1202-419-55;P.0.#11572& 12821 Contract Not To Exceed$5,300.00 SECTION 7. MISCELLANEOUS 7.1 Termination. 7.1.1 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City or Professional, without cause, upon thirty (30) days' notice. 7.1.2 The obligation to provide all or any portion of the Services under this Agreement may be terminated by City, for cause, immediately upon Professional's receipt of City's "Notice To Cease Services." 7.1.3 In the event of full or partial Agreement termination, and as full and complete compensation hereunder, Professional shall be paid for all such Services rendered and expenses incurred as of the date of termination that are not in dispute, except that such payment amount shall not exceed the Estimate. Disputed compensation amounts shall be resolved as allowed by law. 7.2 Binding Effect. City and Professional, and their respective officers, officials, agents, partners and successors in interest are bound to the other as to all Agreement terms, conditions and obligations. 7.3 No Third Party Beneficiaries. Nothing contained herein shall be construed to give rights or benefits to anyone other than the parties hereto. 7.4 Relationship. The relationship of the parties hereto shall be as provided for in this Agreement, and neither Professional nor any of its agents, employees or contractors are City employees. Professional shall have the sole responsibility to pay to or for its agents, employees and contractors all statutory, contractual and other benefits and/or obligations as they become due. Professional hereby warrants and indemnifies City for and from any and all costs, fees, expenses and/or damages incurred by City as a result of any claim for wages, benefits or otherwise by any agent, employee or contractor of Professional regarding or related to the subject matter of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.5 Insurance. Professional shall procure and maintain with an insurer licensed to do business in the State of Indiana such insurance as is necessary for the protection of City and Professional from all claims under workers' compensation, occupational disease and/or unemployment compensation acts, because of errors and omissions, because of bodily injury, including, but not limited to, the personal injury, sickness, disease, or death of any of Professional's employees, agents or contractors and/or because of any injury to or destruction of property, including, but not limited to, any loss of use resulting therefrom. The coverage amounts shall be no less than those amounts set mod/bpwontracts2004/tnfo. Servs/cadre08/23/04 3 Cadre Computer Resources Information Services t-2004 Appropriation#1202-419-55;P.O.#11572& 12821 Contract Not To Exceed$5,300.00 forth on attached Exhibit C. Such insurance policies shall not be canceled without thirty (30) days' prior written notice to City. 7.6 Liens. Professional shall not cause or permit the filing of any lien on any of City's property. In the event such a lien is filed and Professional fails to remove it within ten (10) days after the date of filing, City shall have the right to pay or bond over such lien at Professional's sole cost and expense. 7.7 Default. In the event Professional: (a) repudiates, breaches or defaults under any of the terms or conditions of this Agreement, including Professional's warranties; (b) fails to perform the Services as specified; (c) fails to make progress so as to endanger timely and proper completion of the Services and does not correct such failure or breach within five (5) business days after receipt of notice from City specifying same; or (d) becomes insolvent, files, or has filed against it, a petition for receivership, makes a general assignment for the benefit of creditors or dissolves, each such event constituting an event of default hereunder, City shall have the right to terminate all or any part of this Agreement, without liability to Professional and to exercise any other rights or remedies available to it at law or in equity. 7.8 Government Compliance. Professional agrees to comply with all laws, executive orders, rules and regulations applicable to Professional's performance of its obligations under this Agreement, all relevant provisions of which being hereby incorporated herein by this reference, to keep all of Professionals' required professional licenses and certifications valid and current, and to indemnify and hold harmless City from any and all losses, damages, costs, liabilities, damages, costs and attorney fees resulting from any failure by Professional to do so. This indemnification obligation shall survive the termination of this Agreement. 7.9 Indemnification. Professional shall indemnify and hold harmless City and its officers, officials, employees and agents from all losses, liabilities, claims, judgments and liens, including, but not limited to, all damages, costs, expenses and attorney fees arising out of any intentional or negligent act or omission of Professional and/or any of its employees, agents or contractors in the performance of this Agreement. This indemnification obligation shall survive the termination of this Agreement. 7.10 Discrimination Prohibition. Professional represents and warrants that it and each of its employees, agents and contractors shall comply with all existing and future laws prohibiting discrimination against any employee, applicant for employment and/or other person in the subcontracting of work and/or in the performance of any Services contemplated by this Agreement with respect to hire, tenure, terms, conditions or privileges of employment or any matter directly or indirectly related to employment, subcontracting or work performance hereunder because of race, religion, color, sex, handicap, national origin, ancestry, age, disabled veteran status or Vietnam era veteran status. This mod/bpwontracts2004/info. Servs/cadre08/23/04 4 Cadre Computer Resources Information Services t-2004 Appropriation#1202-419-55;P.O.#11572& 12821 Contract Not To Exceed$5,300.00 indemnification obligation shall survive the termination of this Agreement. 7.11 Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable by a court of competent jurisdiction, that provision shall be stricken, and all other provisions of this Agreement which can operate independently of same shall continue in full force and effect. 7.12 Notice. Any notice, invoice, order or other correspondence required or allowed to be sent pursuant to this Agreement shall be written and either hand-delivered or sent by prepaid U.S. certified mail, return receipt requested, addressed to the parties as follows: CITY: City of Carmel Douglas C. Haney, City Attorney One Civic Square Department of Law Carmel, IN 46032 One Civic Square ATTN: Terry N. Crockett, Carmel, IN 46032 Director of Information Services PROFESSIONAL: Cadre Computer Resources 255 E. Fifth Street 2600 Chemed Centre Cincinnati, OH 45202 ATTN: Steve Snider, President Notwithstanding the above, City may orally provide to Professional any notice required or permitted by this Agreement, provided that such notice shall also then be sent as required by this paragraph within ten (10) business days from the date of such oral notice. 7.13 Effective Date. The effective date ("Effective Date") of this Agreement shall be the date on which the last of the parties hereto executes same. 7.14 Governing Law; Lawsuits. This Agreement shall be governed by and construed in accordance with the laws of the State of Indiana, except for its conflict of laws provisions, as well as by all ordinances and codes of the City of Carmel, Indiana. The parties agree that, in the event a lawsuit is filed hereunder, they waive any right to a jury trial they may have, agree to file such lawsuit in an appropriate court in Hamilton County, Indiana only, and agree that such court is the appropriate venue for and has jurisdiction over same. mod/bpwontracts2004/4nfo. Servs/cadre08/23/04 5 Cadre Computer Resources Information Services t-2004 Appropriation#1202-419-55;P.0.#11572& 12821 Contract Not To Exceed$5,300.00 7.15 Waiver. Any delay or inaction on the part of either party in exercising or pursuing its rights and/or remedies hereunder or under law shall not operate to waive any such rights and/or remedies nor in any way affect the rights of such party to require such performance at any time thereafter. 7.16 Non-Assignment. Professional shall not assign or pledge this Agreement nor delegate its obligations hereunder without City's prior written consent. 7.17 Entire Agreement. This Agreement contains the entire agreement of and between the parties hereto with respect to the subject matter hereof, and no prior agreement, understanding or representation pertaining to such subject matter, written or oral, shall be effective for any purpose. No provision of this Agreement may be amended, added to or subtracted from except by an agreement in writing signed by both parties hereto and/or their respective successors in interest. To the extent any provision contained in this Agreement conflicts with any provision contained in any exhibit attached hereto, the provision contained in this Agreement shall prevail. 7.18 Representation and Warranties. Each party hereto represents and warrants that it is authorized to enter into this Agreement and that any person or entity executing this Agreement on behalf of such party has the authority to bind such party or the party which they represent, as the case may be. 7.19 Headings. All headings and sections of this Agreement are inserted for convenience only and do not form a part of this Agreement nor limit, expand or otherwise alter the meaning of any provision hereof. 7.20 Advice of Counsel. The parties warrant that they have read this Agreement and fully understand it, have had an opportunity to obtain the advice and assistance of counsel throughout the negotiation of same, and enter into same freely, voluntarily, and without any duress, undue influence or coercion. IN WITNESS WHEREOF, the parties hereto have made and executed this Agreement as follows: CITY OF CARMEL, INDIANA CADRE COMPUTER RESOURCES by and through its Board of Public Works and Safety • BY: BY: jihif James Brainard, Presiding Officer uthoriz Signature mod/bpwontracts2004/info. servs/cadre08/23/04 6 Cadre Computer Resources Information Services t-2004 Appropriation#1202-419-55;P.O.#11572& 12821 Contract Not T Exceed$5,300A9 Date: Printed Name: C '�cv=., e/1 it+o& - ar An urke, Mem er Title: / r c Slc/. n Date: 7. • FID/TIN: 3/-/7 9/ ,2 a Loth S. Wat ember SSN if Sole Proprietor: ti A Date: q i S Date: Sl •3/ • aas ATTEST: iana Cordra , AM , erk-Treasurer Date: mod/bpwontracts2004/info. Servs/cadre08/23/04 7 255 E. Fifth Street a��".'lA�} 2600 Chemed Cente reCincinnati,OH 4520a, ,nformatton sect rity (513)762-7350 (513)762-6667 Fax Purchase Agreement Customers PO# Date of Order August 3, 2004 Salesperson Greg Dugan Quote Number COC Prof Sery quote 20040803-GD Terms of Payment NET 30 DAYS Company Name City of Carmel Contact Person Terry Crockett Email Address tcrockettaci.carmel.in.us Ship To:(This contact will be our contact that we register the support to. If it is different please Bill To: complete 2nd tab) City of Carmel Three Civic Square Carmel,IN 46032 Contact: Terry Crockett Contact: Phone No: 317-571-2567 Phone No: Email Address: Delivery Date Requested: (if out of the norm) Your Overnight Carriers Account No: Item Description j Quantity Sale Price Sale Price foti$1..' Professional Services-(Normal Business 14 $ 200.00 $ 2,800.00 Hours-M-F 8X5)-PS-HOURLY-01 -List Price is$250/hour -COC price-$200/hour Professional Services-(Outside Normal Business Hours-M-F after 5PM and/or Weekends)-PS-HOURLY-02 -List Price is$400/hour -COC price-$250/hour 10 $ 250.00 $ 2,500.00 $ Order Total* $ 5,300.00 *Order total shown above does not included applicable shipping and/or taxes. Comments: COC Will only be invoiced for actual engineering time spent on project.Time above is a not to exceed time estimate.COC will be invoiced when the professional Services engagement is complete. Authorized Signatures: Date Customer "EXHIBIT r�$( Revision 2-5122/2003 SIGNATURE IS REQUIRED information security Statement of Work For City of Carmel Prepared By: Eric Ratermann -Security Engineer Tuesday, August 03, 2004 "EXHIBITA 2 TABLE OF CONTENTS Executive Overview 3 Project Overview 3 Project Phases 3 Project Contingencies 5 Project Summary 6 Project Time Estimates 6 Scheduling 7 Documentation 7 Approval 7 Cadre's Confidential Data Page 2 8/3/2004 "EXHIBIT {k 31s Executive Overview Cadre believes that it is important to understand the current security posture of an organization before beginning any project. We are dedicated to working within the organization's current security posture when integrating new technologies or creating configuration changes to existing technologies. Cadre's security consulting projects are based on the following components, while taking into consideration that every networks size, complexity, and requirement are unique: o Current network architecture. o Current security plans. o Current business goals. o Number of firewall enforcement modules and firewall management consoles. o Number of network segments connected to the firewall enforcement modules. o Current security policy being enforced. o Integration of third party product with firewall design. o Event knowledge transfer. Based on these components along with the information gathered during the initial meeting(s)between our organizations, Cadre has derived the project overview, phases, contingencies and time estimates to complete your custom security consulting project. Project Overview This project will upgrade the City of Carmel's firewall to the latest release, integrate the two VPN-1 Edge devices, and review the configuration of SMART Defense. Upgrading the management station and two Nokia modules will bring the City of Carmel to the latest Firewall-1 release with enhanced protocol level protection through Application Intelligence. The upgrade will also allow the two VPN-1 Edge small office devices to be integrated with the central management console for policy update and log consolidation. Project Phases — This section describes the individual phases of the consulting engagement that will be performed by Cadre's Security Consulting Services Group. Site Assessment o Gather perquisite information from the customer. o Perform pre-site interview. o Review current network design and routing infrastructure. Cadre's Confidential Data Page 3 8/3/2004 "EXHIBIT A4(g PS Design Implementation Plan o Design VPN infrastructure. o Document basic routing changes required. o Address Internet access methods for remote sites. Upgrade NG SMART Center management server o Install latest stable release of Check Point Smart Center management software. o Install latest stable release of Check Point Smart Center GUI management software. o Install latest Check Point hot-fixes. o Install 1 GUI Client. Upgrade of production Nokia IP440 VPN-1 Pro module o Backup existing configuration. o Install latest stable release of IPSO. o Install latest stable release of Check Point VPN-1 Pro module. o Restore communication between module and management station. o Install configured security policies and bandwidth policies. Upgrade of production Nokia IP330 Firewall-1 module o Backup existing configuration. o Install latest stable release of IPSO. o Install latest stable release of Check Point VPN-1 Pro module. o Restore communication between module and management station. o Install configured security policies and bandwidth policies. Integrate two VPN-1 Edge devices o Upgrade each edge device to the latest firmware release. o Configure SMART Center to manage edge device. o Establish communications between Edge device and SMART Center server. o Configure site to site VPN with each VPN-1 edge device. o Configure Internet access policy on VPN-1 Edge device. o Install configured security policies and bandwidth policies. Review SMART Defense features o Review the SMART Defense feature and configuration. o Develop implementation plan to enable SMART Defense Application enforcement. Cadre's Confidential Data Page 4 8/3/2004 "EXHIBIT ifa 71 Testing Configurations o Test communication between SMART Center and modules. o Test remote management access. o Test policy installation. o Test access through firewalls based on security policies. o Test edge device policy updates and logging. o Test testing plan from customer. Project Contingencies _ In order to ensure a successful project it is important that a good communication flow is established between Cadre and City of Carmel. The following information is required from the customer prior to the security consulting services being performed at City of Carmel's location. City of Carmel is responsible for supplying: o A list of the hardware being provided for use as the upgraded SMART management server. o The operating system pre-installed on the new management stations with all the latest security patches. o Access to current Check Point VPN-1 license information. o Root or Administrator access to all firewall systems involved in the project. o A detailed security policy to be enforced by the Check Point VPN-1 product. o Access to all network equipment surrounding the firewalls, including routers, switches, hubs, and local segment systems. o A list of custom tests that will be preformed to test the upgraded firewall configurations. o A complete backup of all systems being replaced by this hardware upgrade. o Downtime windows for the upgrades. o The IP address for the Check Point VPN-1 management servers. o The IP addresses for the Check Point VPN-1 Pro gateways. o A network diagram for the existing environment. o All cable runs to the cabinets where the new hardware is going to be located and have the equipment rack mounted. o It is expected that Cadre's engineers will have access to a resource from City of Carmel to provide information about their network during the implementation process. Cadre's Confidential Data Page 5 8/3/2004 "EXHIBIT k lg 55 Project Phases Summary Phases Time Site Assessment 1 hours Design Implementation Plan 1 hours Upgrade NG SMART Center management server 4 hours Upgrade of production Nokia IP440 VPN-1 Pro module 3 hour Upgrade of production Nokia IP330 Firewall-1 module 3 hour Integrate two VPN-1 Edge devices 4 hours Review SMART Defense features 1 hour Testing Configurations 4 hours Complete Post Install Documentation 3 hours Project Time Estimates Cadre estimates that the custom security consulting project will require the following hours: 14 hours during business hours 10 hours after business hours Cadre's Security Consulting Group makes every attempt to accurately estimate the number of hours required to successfully complete the project on time and within budget. If impediments arise that are out of Cadre's control,the project completion time could be impacted. If this case arises, Cadre will provide an explanation for the delay and an estimate of the additional hours needed to complete the project. The customer will be responsible for any additional billable hours at the agreed upon hourly rate. The customer will only be billed for the actual hours Cadre uses to perform the project. Valid impediments consist of but are not limited to: o Malfunctioning hardware o Inability to access equipment or personnel that are required to complete the project. o Delays associated with third party equipment. This includes cabling, servers, routers, hubs, and switches not purchased from Cadre. Cadre's Confidential Data Page 6 /3/2004 "EXHIBIT ` •(1, " o Conflicts or incompatibilities associated with the installation of the software on non-Cadre purchased hardware. o Non-completion or invalid information included on the pre-site questionnaire. o Work schedule changed from normal business hours to after-business hours or weekend hours. All hours are assumed to be during normal business hours,defined as Monday thru Friday 8am to 5pm EST, unless otherwise requested by the customer. Hours requested to be outside of normal business hours will be noted in the above time estimates. Scheduling Cadre requires a signed Purchase Order and Statement of Work before project start time can be scheduled. Once all documents are signed and received by Cadre work will be scheduled to begin within two weeks. Cadre will do their best to work with the customer to meet their time lines; dependant upon the availability of Cadre's engineering resources. Documentation Cadre will deliver the post-installation documentation within two weeks of the completion of the project. The documentation will include an executive summary, technical details, outstanding issues, support information, and recommendation sections. An electronic copy of documentation will be sent to the business liaison and the technical liaison. Approval Company: City of Carmel Cadre Computer Resources Co. Name: Title: Address: 255 E. Fifth Street Suite 1200 Cincinnati, OH 45202 Email: Signature: Cadre' s Confidential Data Page 7 8 3/2004 "EXHIBIT � 35