18-087.00 Right Systems: Firewall Replacement AGREEMENT FOR SERVICES
Right! Systems
THIS AGREEMENT is made by and between the City of Spokane Valley,a code City of the State of
Washington,hereinafter"City"and Right! Systems,hereinafter"Consultant,"jointly referred to as"Parties."
IN CONSIDERATION of the terms and conditions contained herein,the Parties agree as follows:
1.Work to Be Performed. Consultant shall provide all labor,services,and material to satisfactorily complete
the Scope of Services,attached as Exhibit A.
A. Administration. The City Manager or designee shall administer and be the primary contact for
Consultant. Prior to commencement of work,Consultant shall contact the City Manager or designee to
review the Scope of Services,schedule,and date of completion. Upon notice from the City Manager
or designee,Consultant shall commence work,perform the requested tasks in the Scope of Services,
stop work,and promptly cure any failure in performance under this Agreement.
B. Representations. City has relied upon the qualifications of Consultant in entering into this
Agreement. By execution of this Agreement,Consultant represents it possesses the ability,skill,and
resources necessary to perform the work and is familiar with all current laws,rules,and regulations
which reasonably relate to the Scope of Services. No substitutions of agreed-upon personnel shall be
made without the prior written consent of City.
Consultant represents that the compensation as stated in paragraph 3 is adequate and sufficient for the
timely provision of all professional services required to complete the Scope of Services under this
Agreement.
Consultant shall be responsible for the technical accuracy of its services and documents resulting
therefrom, and City shall not be responsible for discovering deficiencies therein. Consultant shall
correct such deficiencies without additional compensation except to the extent such action is directly
attributable to deficiencies in City-furnished information.
C.Standard of Care. Consultant shall exercise the degree of skill and diligence normally employed by
professional consultants engaged in the same profession,and performing the same or similar services
at the time such services are performed.
D.Modifications. City may modify this Agreement and order changes in the work whenever necessary
or advisable. Consultant will accept modifications when ordered in writing by the City Manager or
designee, so long as the additional work is within the scope of Consultant's area of practice.
Compensation for such modifications or changes shall be as mutually agreed between the Parties.
Consultant shall make such revisions in the work as are necessary to correct errors or omissions
appearing therein when required to do so by City without additional compensation.
2. Term of Contract. This Agreement shall be in full force and effect upon execution and shall remain in
effect until completion of all contractual requirements have been met as determined by City. Consultant shall
complete its work by August 30,2018 unless the time for performance is extended in writing by the Parties.
Either Party may terminate this Agreement for material breach after providing the other Party with at least 10
days'prior notice and an opportunity to cure the breach. City may,in addition,terminate this Agreement for
any reason by 10 days'written notice to Consultant. In the event of termination without breach,City shall pay
Agreement for Services(without professional liability coverage) Page 1 of 6
Consultant for all work previously authorized and satisfactorily performed prior to the termination date.
3.Compensation. City agrees to pay Consultant$10,531.84,(which includes Washington State Sales Tax if
any is applicable)as full compensation for everything done under this Agreement,as set forth in Exhibit B.
Consultant shall not perform any extra, further, or additional services for which it will request additional
compensation from City without a prior written agreement for such services and payment therefore.
4. Payment. Consultant shall be paid monthly upon presentation of an invoice to City. Applications for
payment shall be sent to the City Finance Department at the below-stated address.
City reserves the right to withhold payment under this Agreement for that portion of the work(if any)which is
determined in the reasonable judgment of the City Manager or designee to be noncompliant with the Scope of
Services,City standards,City Code,and federal or state standards.
5.Notice. Notices other than applications for payment shall be given in writing as follows:
TO THE CITY: TO THE CONSULTANT:
Name: Christine Bainbridge,City Clerk Name:Right! Systems
Phone: (509)720-5000 Phone: 360.956.0414
Address: 10210 East Sprague Avenue Address: 2600 Willamette Dr.NE,Suite C
Spokane Valley,WA 99206 Lacey,WA 98516
6.Applicable Laws and Standards. The Parties,in the performance of this Agreement,agree to comply with
all applicable federal,state,and local laws and regulations. Consultant warrants that its designs,construction
documents,and services shall conform to all federal,state,and local statutes and regulations.
7. Certification Regarding Debarment, Suspension, and Other Responsibility Matters — Primary
Covered Transactions.
A.By executing this Agreement,the Consultant certifies to the best of its knowledge and belief that it
and its principals:
1. Are not presently debarred, suspended,proposed for debarment, declared ineligible, or
voluntarily excluded from covered transactions by any federal department or agency;
2. Have not within a three-year period preceding this proposal been convicted of or had a civil
judgment rendered against them for commission of fraud or a criminal offense in connection
with obtaining, attempting to obtain, or performing a public (federal, state, or local)
transaction or contract under a public transaction;violation of federal or state antitrust statutes
or commission of embezzlement,theft,forgery,bribery,falsification or destruction of records,
making false statements,or receiving stolen property;
3. Are not presently indicted for or otherwise criminally or civilly charged by a governmental
entity (federal, state, or local) with commission of any of the offenses enumerated in
paragraph(A)(2)of this certification;and
4. Have not within a three-year period preceding this application/proposal had one or more
public transactions(federal,state,or local)terminated for cause or default.
B. Where the prospective primary participant is unable to certify to any of the statements in this
certification,such prospective participant shall attach an explanation to this Agreement.
Agreement for Services(without professional liability coverage) Page 2 of 6
8.Relationship of the Parties. It is understood and agreed that Consultant shall be an independent contractor
and not the agent or employee of City,that City is interested in only the results to be achieved,and that the right
to control the particular manner,method,and means in which the services are performed is solely within the
discretion of Consultant. Any and all employees who provide services to City under this Agreement shall be
deemed employees solely of Consultant. The Consultant shall be solely responsible for the conduct and actions
of all its employees under this Agreement and any liability that may attach thereto.
9. Ownership of Documents. All drawings,plans,specifications,and other related documents prepared by
Consultant under this Agreement are and shall be the property of City, and may be subject to disclosure
pursuant to chapter 42.56 RCW or other applicable public record laws. The written, graphic, mapped,
photographic, or visual documents prepared by Consultant under this Agreement shall, unless otherwise
provided, be deemed the property of City. City shall be permitted to retain these documents, including
reproducible camera-ready originals of reports,reproduction quality mylars of maps,and copies in the form of
computer files,for the City's use. City shall have unrestricted authority to publish,disclose,distribute,and
otherwise use, in whole or in part,any reports,data,drawings,images,or other material prepared under this
Agreement,provided that Consultant shall have no liability for the use of Consultant's work product outside of
the scope of its intended purpose.
10.Records. The City or State Auditor or any of their representatives shall have full access to and the right to
examine during normal business hours all of Consultant's records with respect to all matters covered in this
Agreement. Such representatives shall be permitted to audit,examine,make excerpts or transcripts from such
records,and to make audits of all contracts,invoices,materials,payrolls,and record of matters covered by this
Agreement for a period of three years from the date final payment is made hereunder.
11. Insurance. Consultant shall procure and maintain for the duration of the Agreement, insurance against
claims for injuries to persons or damage to property which may arise from or in connection with the
performance of the work hereunder by Consultant,its agents,representatives,employees,or subcontractors.
A.Minimum Scope of Insurance. Consultant shall obtain insurance of the types described below:
1.Automobile liability insurance covering all owned,non-owned,hired,and leased vehicles.
Coverage shall be written on Insurance Services Office(ISO)form CA 00 01 or a substitute
form providing equivalent liability coverage.
2.Commercial general liability insurance shall be at least as broad as ISO occurrence form CG
00 01 and shall cover liability arising from premises, operations, stop-gap independent
contractors and personal injury,and advertising injury. City shall be named as an additional
insured under Consultant's commercial general liability insurance policy with respect to the
work performed for the City using an additional insured endorsement at least as broad as ISO
CG 20 26.
3.Workers'compensation coverage as required by the industrial insurance laws of the State of
Washington.
B.Minimum Amounts of Insurance. Consultant shall maintain the following insurance limits:
1.Automobile liability insurance with a minimum combined single limit for bodily injury and
property damage of no less than$1,000,000 per accident.
2.Commercial general liability insurance shall be written with limits no less than$1,000,000
Agreement for Services(without professional liability coverage) Page 3 of 6
for each occurrence,and$2,000,000 for general aggregate.
C. Other Insurance Provisions. The policies are to contain,or be endorsed to contain,the following
provisions for automobile liability and commercial general liability insurance:
1. Consultant's insurance coverage shall be primary insurance with respect to the City. Any
insurance,self-insurance,or insurance pool coverage maintained by City shall be in excess of
Consultant's insurance and shall not contribute with it.
2. Consultant shall fax or send electronically in.pdf format a copy of insurer's cancellation
notice within two business days of receipt by Consultant.
3.If Consultant maintains higher insurance limits than the minimums shown above,City shall
be insured for the full available limits of commercial general and excess or umbrella liability
maintained by Consultant,irrespective of whether such limits maintained by Consultant are
greater than those required by this Agreement or whether any certificate of insurance
furnished to the City evidences limits of liability lower than those maintained by Consultant.
4. Failure on the part of Consultant to maintain the insurance as required shall constitute a
material breach of the Agreement,upon which the City may,after giving at least five business
days'notice to Consultant to correct the breach,immediately terminate the Agreement,or at
its sole discretion, procure or renew such insurance and pay any and all premiums in
connection therewith,with any sums so expended to be repaid to City on demand,or at the
sole discretion of the City,offset against funds due Consultant from the City.
D.Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.Best rating of
not less than A:VII.
E. Evidence of Coverage. As evidence of the insurance coverages required by this Agreement,
Consultant shall furnish acceptable insurance certificates to the City Clerk at the time Consultant
returns the signed Agreement,which shall be Exhibit C. The certificate shall specify all of the parties
who are additional insureds,and shall include applicable policy endorsements,and the deduction or
retention level.Insuring companies or entities are subject to City acceptance. If requested,complete
copies of insurance policies shall be provided to City. Consultant shall be financially responsible for
all pertinent deductibles,self-insured retentions,and/or self-insurance.
12.Indemnification and Hold Harmless. Consultant shall,at its sole expense,defend,indemnify,and hold
harmless City and its officers,agents,and employees,from any and all claims,actions,suits, liability,loss,
costs,attorney's fees,costs of litigation,expenses,injuries,and damages of any nature whatsoever relating to or
arising out of the wrongful or negligent acts, errors, or omissions in the services provided by Consultant,
Consultant's agents, subcontractors, subconsultants, and employees to the fullest extent permitted by law,
subject only to the limitations provided below.
Consultant's duty to defend,indemnify,and hold City harmless shall not apply to liability for damages arising
out of such services caused by or resulting from the sole negligence of City or City's agents or employees
pursuant to RCW 4.24.115.
Consultant's duty to defend,indemnify,and hold City harmless against liability for damages arising out of such
services caused by the concurrent negligence of(a) City or City's agents or employees, and(b)Consultant,
Consultant's agents, subcontractors, subconsultants and employees, shall apply only to the extent of the
negligence of Consultant,Consultant's agents,subcontractors,subconsultants,and employees.
Agreement for Services(without professional liability coverage) Page 4 of 6
Consultant's duty to defend,indemnify,and hold City harmless shall include,as to all claims,demands,losses,
and liability to which it applies,City's personnel-related costs,reasonable attorneys'fees,the reasonable value
of any services rendered by the office of the City Attorney, outside consultant costs, court costs, fees for
collection,and all other claim-related expenses.
Consultant specifically and expressly waives any immunity that may be granted it under the Washington State
Industrial Insurance Act,Title 51 RCW. These indemnification obligations shall not be limited in any way by
any limitation on the amount or type of damages, compensation,or benefits payable to or for any third party
under workers' compensation acts, disability benefit acts, or other employee benefits acts. Provided, that
Consultant's waiver of immunity under this provision extends only to claims against Consultant by City,and
does not include,or extend to,any claims by Consultant's employees directly against Consultant.
Consultant hereby certifies that this indemnification provision was mutually negotiated.
13.Waiver. No officer,employee,agent,or other individual acting on behalf of either Party has the power,
right,or authority to waive any of the conditions or provisions of this Agreement. A waiver in one instance
shall not be held to be a waiver of any other subsequent breach or nonperformance. All remedies afforded in
this Agreement or by law shall be taken and construed as cumulative and in addition to every other remedy
provided herein or by law. Failure of either Party to enforce at any time any of the provisions of this
Agreement or to require at any time performance by the other Party of any provision hereof shall in no way be
construed to be a waiver of such provisions nor shall it affect the validity of this Agreement or any part thereof.
14. Assignment and Delegation. Neither Party may assign, transfer, or delegate any or all of the
responsibilities of this Agreement or the benefits received hereunder without prior written consent of the other
Party.
15.Subcontracts. Except as otherwise provided herein,Consultant shall not enter into subcontracts for any of
the work contemplated under this Agreement without obtaining prior written approval of City.
16.Confidentiality. Consultant may,from time-to-time,receive information which is deemed by City to be
confidential. Consultant shall not disclose such information without the prior express written consent of City or
upon order of a court of competent jurisdiction.
17. Jurisdiction and Venue. This Agreement is entered into in Spokane County, Washington. Disputes
between City and Consultant shall be resolved in the Superior Court of the State of Washington in Spokane
County. Notwithstanding the foregoing,Consultant agrees that it may,at City's request,be joined as a party in
any arbitration proceeding between City and any third party that includes a claim or claims that arise out of,or
that are related to Consultant's services under this Agreement. Consultant further agrees that the Arbitrator(s)'
decision therein shall be final and binding on Consultant and that judgment may be entered upon it in any court
having jurisdiction thereof.
18. Cost and Attorney's Fees. The prevailing party in any litigation or arbitration arising out of this
Agreement shall be entitled to its attorney's fees and costs of such litigation(including expert witness fees).
19. Entire Agreement. This written Agreement constitutes the entire and complete agreement between the
Parties and supersedes any prior oral or written agreements. This Agreement may not be changed,modified,or
altered except in writing signed by the Parties hereto.
20. Anti-kickback. No officer or employee of City,having the power or duty to perform an official act or
action related to this Agreement shall have or acquire any interest in this Agreement, or have solicited,
Agreement for Services(without professional liability coverage) Page 5 of 6
accepted, or granted a present or future gift,favor,service,or other thing of value from any person with an
interest in this Agreement.
21.Business Registration. Prior to commencement of work under this Agreement,Consultant shall register
with the City as a business if it has not already done so.
22.Severability. If any section,sentence,clause,or phrase of this Agreement should be held to be invalid for
any reason by a court of competent jurisdiction,such invalidity shall not affect the validity of any other section,
sentence,clause,or phrase of this Agreement.
23.Exhibits. Exhibits attached and incorporated into this Agreement are:
A. Scope of Services
The Parties have executed this Agreement thisay of /"lcla ,20 6
CITY OF SPOKANE VALLEY Consultant:
AA,Ccsditttv___
Mark Calhoun,City Manager By: John Costello,Director of Services
Its: Authorized Representative
iirA S/
,-A _1 _.JI//'
Christine Bainbridge,City Clerk
APPROVED AS TO FORM:
atP .,.v,th
Office he City '1ney
Agreement for Services(without professional liability coverage) Page 6 of 6
PROJECT SCOPE
The following section defines the stages, activities, and deliverables associated with this project.
PHASE 1 ACTIVITIES/DELIVERABLES
PLANNING & ACTIVITIES:
REVIEW • Review existing topology
• Gather configurations from associated components
• Talk through Test Plan for day of cutover
• Build configuration outlines for new equipment
DELIVERABLES:
• Configuration outlines for new firewall - RSI
• Test Plan outline - COSV
PHASE 2 ACTIVITIES/ DELIVERABLES
CONFIGURATION ACTIVITIES:
&TESTING • Update firmware and verify functionality on all new
hardware
• Deploy configurations based on Phase 1 findings and
outlines
• Rack Equipment in final production location
• Establish Maintenance Window for Implementation
DELIVERABLES:
• Finalize Test Plan: COSV
• Latest recommended firmware applied to appliance: RSI
• Configuration applied to HA Pair: RS
•
PHASE 3 ACTIVITIES / DELIVERABLES
IMPLEMENTATION ACTIVITIES:
• Engineer traffic flow through new firewall
• Execute Test Plans
• Monitor traffic through day of implementation for issues
*This implementation will be disruptive to service and is expected to be
performed after hours
DELIVERABLES:
• New firewall in production, actively handling all traffic to
the Internet: RSI
• Test Plan results will be recorded: COSV
RIGHT!SYSTEMS,INC.
CONFIDENTIAL&PROPRIETARY Page 3
PHASE 5 ACTIVITIES/DELIVERABLES
DOCUMENTATION ACTIVITIES:
&CLOSURE • Focused knowledge transfer between the RSI engineer and
the COSV team
• Post-implementation for first business day after
IMPLEMENTATION
DELIVERABLES:
• Post-implementation for first business day after
installation: RSI
• Knowledge transfer and review: RSI &COSV
• Project Closure Call complete: RSI &COSV
RIGHT!SYSTEMS,INC.
CONFIDENTIAL&PROPRIETARY Page 4
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A RI' CERTIFICATE OF LIABILITY INSURANCE DAT>:t/ l
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this certificate does not confer rights to the certificate holder In lieu of such endorsement(s).
PRODUCER License 6 CA00658746 QCT
AHT.Insurrance PHONE206 269-0122 (FArc,No);(206)269-0179
60Q University Street 01200 SAS,N0.Ext):( )
Seattle,WA 98101 /MSS* —
INSURER(S)AFFORDING COVERAGE NAIC I
INSURER A:Atlantic Specialty Insurance Company 27154
INSURED INSURER B:
Right!Systems Inc. INSURER C;
90 Cpttonwood CL,Suite 1503 INSURER 0:
Eagle,ID 83616 INSURERE:
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TYPE OF INSURANCE INSD WVD POLICY NUMBER tMM/DD(WYYI IAIM/DDIYYYY�
A X COMMERCIAL GENERALLAISLITY EACH CURRENCE �_ 1,000,000
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CMS-MAOE X OCCUR X 7110135670006 01/10/2018 01/10/2019 DAMAGEE ENTEDOnml $ 500,000
MED EXP(Any one person) $ 10,000
PERSONAL&ADV INJURY S 1,000,000
GEML AGGREGATE LIMITAPPUES PER GENERAL AGGREGATE $ 2,000,000
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POLICY n JEpRC7 X LOC PRODUCTS-COMP/OPAGG S 2,000,000
OTHER I EMPLOYEE BEMEFI s 2,000,000
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DESCRIPTION OF OPERATIONS,/LOCATIGNS/VEHICLES(ACORD 101,Additional Remake Schedule may be attached It more apace u required)
`Washington Stop Gap Coverage'provided under the Workers Compensation Policy
City of Spokane Valley is included as Additional Insured as respects to the General Liability and Auto Liability per the attached endorsements.
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THE.EXPIRATION DATE THEREOF,..NOTICE•WILL BE DELIVERED IN
City of Spokane Valley ACCORDANCE WITH THE POLICY PROVISIONS.
11707 East Sprague Ave,Suite 106
Spokane,WA 99206
AUTHORIZED REPRESENTATIVE�
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