HomeMy WebLinkAboutR-2022-016 Purchase Firewall/Gateway/Security Project from Smart Pro Technologies LLC RESOLUTION NO. R-2022-016
A RESOLUTION APPROVING THE PURCHASE FROM SMART PRO TECHNOLOGIES LLC
FOR EQUIPMENT AND SERVICES RELATED TO THE FIREWALL/GATEWAY/SECURITY
PROJECT AND APPROVING A RELATED AGREEMENT
BE IT RESOLVED BY THE BOARD OF ALDERMEN OF THE CITY OF RIVERSIDE,
MISSOURI AS FOLLOWS:
THAT the Board of Aldermen approves the purchase from Smart Pro Technologies LLC
for equipment and services related to the Firewall/Gateway/Security Project in the amount of
$136,299.13 as specified on the attached Estimate no. 2030, and further approves the Service
Agreement and Superseding Addendum, attached hereto in their substantial form. The Mayor is
authorized to sign the Service Agreement and Superseding Addendum on behalf of the City.
FURTHER THAT the Mayor, the City Administrator, and other appropriate City
officials are hereby authorized to take any and all actions as may be deemed necessary or
convenient to carry out and comply with the intent of this Resolution and to execute and deliver
for and on behalf of the City all certificates, instruments, agreements, and other documents, as
may be necessary or convenient to perform all matters herein authorized.
PASSED AND ADOPTED by the Board of Aldermen of the City of Riverside, Missouri, the
day of 2022.
•
• -5, 1• IffA7_,
• May Kathleen L. Rose /J
•
ATTEST: I"- V b tevvi 3 cCJk
Robin Kincaid,City;Clerk
SUPERSEDING ADDENDUM
1. This superseding addendum is made and entered as of the last date in the signature box
below, by and between the City Riverside, Missouri ("City")and Smart Pro Technologies
LLC ("Contractor").
2. This superseding addendum form is hereby made a part of the Service Agreement by and
between the parties hereto ("Agreement"), modifying and superseding where it is
inconsistent. All other terms and conditions of the Agreement remain unchanged, and this
addendum is expressly incorporated and made a part of the Agreement along with Estimate
no. 2030.
3. The Agreement shall not be deemed to create any third-party benefit hereunder for any
member of the public or to authorize anyone, not a party hereto, to maintain suit pursuant
to the terms of this Agreement.
4. Contractor shall maintain throughout the Agreement duration workers compensation
insurance in at-least the statutory amounts. Contractor will provide a certificate of
insurance to the City upon request.
5. Notwithstanding any provision of the Agreement to the contrary,nothing in the Agreement
shall constitute or be construed or deemed to constitute a waiver of the City's sovereign
immunity. The parties agree that the City is not indemnifying Contractor for any reason
whatsoever. The indemnification clause on page 5 of the Service Agreement is deleted.
6. This Agreement shall be governed by and interpreted, construed, and enforced in
accordance with the laws of the State of Missouri. The parties hereto agree that any action
at law, suit in equity, or other judicial proceeding arising out of this Agreement shall be
instituted only in the Circuit Court of Platte County, Missouri or in federal court of the
Western District of Missouri
7. Contractor shall indemnify and hold harmless the City and its officers and employees,from
and against judgments,damages, losses,expenses, including reasonable attorneys' fees,to
the extent caused by the negligent acts, errors, omissions, or willful misconduct of
Contractor, or its employees, or subcontractors, in the performance of Contractor's duties
under this Agreement, or any supplements or amendments thereto.
8. Pursuant to RSMo 285.530(1), by its sworn affidavit in substantially the form attached
hereto, Contractor hereby affirms its enrollment and participation in a federal work
authorization program with respect to the employees working in connection with the
contracted services. Furthermore, Contractor affirms that it does not knowingly employ
any person who is an unauthorized alien in connection with the contracted services.
9. In accordance with the laws of the State of Missouri, specifically Missouri Constitution,
art.VI,section 26,notwithstanding any provision to the contrary,nothing in the Agreement
shall be construed as creating an obligation or debt beyond the City's fiscal year, and in
the event that it does, performance of the City's obligations under the Agreement is
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expressly subject to appropriation of funds by the City year-to-year during the duration of
the Agreement.
10. Except with the prior written consent of the City, which consent shall be considered in its
sole discretion,Contractor shall not assign the Agreement or any money due or to become
due Contractor or issue a subcontract or purchase order to any person or entity for any or
all of the services to be performed under the Agreement. The City's consent to any
assignment,subcontract,or purchase order shall not relieve Contractor from any obligation
under the Agreement, nor shall it create any obligation from the City to any assignee,
subcontractor, or vendor.
11. The Agreement does not create an employee/employer relationship between the parties. It
is the parties' intention that the Contractor will be an independent contractor and not the
City's employee for all purposes, including, but not limited to, the application of the Fair
Labor Standards Act minimum wage and overtime payments, Federal Insurance
Contribution Act, the Social Security Act, the Federal Unemployment Tax Act, the
provisions of the Internal Revenue Code, Missouri Revenue and Taxation laws, Missouri
Workers'Compensation and Unemployment Insurance laws.
12. Contractor agrees to maintain confidentiality of any nonpublic personal information or
protected health information as defined by applicable federal and state law. Contractor
further agrees to use appropriate safeguards to prevent unauthorized use or disclosure of
protected health information and will report any unauthorized use or disclosure to the City
within one(1)business day of discovery.
13. Contractor agrees not to disclose any confidential information received from the City or
otherwise acquired while performing the services. Confidential information is information
that would constitute a closed record under Missouri's Sunshine Law,Chapter 610,RSMo.
[Remainder of page intentionally left blank]
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IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their
authorized representatives.
SMART PRO TECHNOLOGIES LLC:
By:
Name: Cary D Shiner
Title: CEO
Dated: 2/11/1971
CITY OF RIVERSIDE,MISSOURI:
By: 1�v�/
Kathie L. ose, Mayor mlo pl0 fi 111 8�
Dated: 2-/i 9I 21)2
- ATTEST:
tram
Robin Kincaid, City Clerk
•
COUNTERSIGNED BY:
CITY PURC • I, G • ENT:
- \
B Al
Y
Brian E o a, Ad istrato
Dated. — t...s
3
SMART PRO
TECHNOLOGIES
Service Agreement
Statement of Work
Version 0.0
February 11, 2022
Presented by:
Cary Shiner
Time and materials
Client name City of Riverside, Mo
Client's administrator Jason Ketter
Project name Sophos Firewall Installation, Configuration, Training
Engagement duration Not to exceed 60 days
Begin date Q1 2022
End date TBD
Statement of work
Background:
City of Riverside purshased 3 - Sophos Fire walls and needs them installed,
configured replacing the legacy environment. Training will be included for the
internal IT staff.
Deliverables:
1. Installation and Configuration of:
a. Quantity 2 - Sophos XGS 4500 Appliances
b. Quantity 1 - XGS 126 Xstream Appliance
c. Quantity 100 - Sophos Central Intercept X advanced with XDR and MTR
Advanced
d. Quantity 9 - Sophos Central Intercept X Advance for Server with XDR and
MTR
2. Training of IT Staff
a. Over the shoulder instruction on management tools
b. Manufacturer documentation on management platform
c. Training and firmware updates
d. Training on policy management
e. Training on Firewall and endpoint orchestration and automation of tasks
Assumptions
Client will provide hardware, software and instructions on installation.
2/11/2022 Statement of Work Page 2
Statement of Work
Client will provide the staff to perform training.
Client will be available 8am - 5pm CST for assistance.
Client will provide a single point of contact for the engagement.
Exclusions
Hardware, software or licensing
All Change requests must be in writing and attached as a change order to this SOW.
Engagement related expenses
Any expenses incurred as part of the project will be billed to the client as a pay through.
This SOW currently does not include any expenses that qualify for re-imbursement. If
the client requests an expense related objective, we will submit a change order in
writing for approval prior to incurring the expenses on behalf of the client.
Confidential Information
Customer recognizes and acknowledges that, during the course of its engagement with
Smart Pro Technologies, it or its employees and/or contractors could have access to
valuable and important confidential and proprietary information of Smart Pro
Technologies, (collectively "Confidential Information") which includes, but is not limited
to: i) Any technical information, design, process, procedure, formula, research,
invention, methods, know-how or improvement and other data or documentation
relating to the development, production, packaging, marketing, use and sale of the
Smart Pro Technologies' products and services and any work specifically done for any
client of Smart Pro Technologies that have not been made available to the general
public; and ii) the business plans, financial information, or the listing of names,
addresses or telephone numbers of and other information relating to Smart Pro
Technologies' employees, which have not been published or disseminated or otherwise
become a matter of general public knowledge; and iii) other proprietary information of
Smart Pro Technologies or its clients. Excluded from such Confidential Information shall
be: i) information which at the time of disclosure is, or without fault of Customer
becomes, available to the public by publication or otherwise and (ii) information which
Customer can show was in its possession at the time of disclosure or independently
developed by it, without reference to Smart Pro Technologies' information and was not
acquired directly or indirectly from Smart Pro Technologies. Customer acknowledges that
unauthorized disclosure or misuse of Confidential Information will cause irreparable
damage to Smart Pro Technologies and that covenants by Customer not to make
unauthorized disclosures of the Confidential Information are essential to the growth and
stability of Smart Pro Technologies. Therefore, Customer agrees that, except as
authorized by Smart Pro Technologies or as required by court order, law or regulation, in
which case Customer will provide Smart Pro Technologies with prompt notice for Smart
Pro Technologies to seek a protective order, Customer and its employees and
contractors will not use or disclose any Confidential Information during the term of this
Agreement and thereafter. Customer agrees that it is responsible for unauthorized
disclosure and use of Confidential Information by its employees and contractors.
2/11/2022 Statement of Work Page 3
Statement of Work
Termination
Either party may terminate the SOW for any reason upon 30 days prior written notice to the
other party. If either party pursuant to this section terminates the SOW, Smart Pro
Technologies shall be paid for services rendered, products delivered, and expenses through
the date of the termination.
Professional services agreement
All deliverables created hereunder, including, without limitation, development,
modification or enhancement of systems, source codes, object codes, operating
instructions, writings, information, data, formulae, models, drawings, photographs and
design concepts, and all other inventions, discoveries, creations or documentation
developed for or relating to City of Riverside, Mo. under this SOW, will be the exclusive
property of City of Riverside, Mo.
Schedule of rates
Item description Cost
(estimate)
Professional Integration Services
Installation, Configuration, Training $10,000
Payment terms
Phase Completion date Payments due
Net 30 100%
The payment terms are Net 30.
2/11/2022 Statement of Work Page 4
Work Authorization Affidavit
STATE OF MISSOURI )
(�( )ss.
COUNTY OF -Pi AE )
As used in this Affidavit,the following terms shall have the following meanings:
EMPLOYEE: Any person performing work or service of any kind or character for hire within the State of
Missouri.
FEDERAL WORK AUTHORIZATION PROGRAM: Any of the electronic verification of work
authorization programs operated by the United States Department of Homeland Security or an equivalent
federal work authorization program operated by the United States Department of Homeland Security to
verify information of newly hired employees, under the Immigration Reform and Control Act of 1986
(IRCA),P.L. 99-603.
KNOWINGLY: A person acts knowingly or with knowledge, (a)with respect to the person's conduct or
to attendant circumstances when the person is aware of the nature of the person's conduct or that those
circumstances exist; or(b) with respect to a result of the person's conduct when the person is aware that
the person's conduct is practically certain to cause that result.
UNAUTHORIZED ALIEN: An alien who does not have the legal right or authorization under federal law
to work in the United States, as defined in 8 U.S.C. 1324a(h)(3).
BEFORE ME, the undersigned authority, personally appeared (?4 S Hi , who, being duly
sworn,states on his oath or affirmation as follows:
1. My name is C' S th A6 L_ and I am currently the D w c IL of
'AM .t f O TbZNT% c.C4.-(cS5(hereinafter "Company"), whose business address is
2.')2•f t 3"7-4 S 1Aw1/4.1_C lt$ ,and I am authorized to make this Affidavit.
4 L-z11
2. I am of sound mind and capable of making this Affidavit and am personally acquainted with the facts
stated herein.
3. Company is enrolled in and participates in a federal work authorization program with respect to the
employees working in connection with the Project Services contracted between Company and the City.
4. Company does not knowingly employ any person who is an unauthorized alien in connection with the
con ed service rth above.
_.,4-11-4/ St Lam'�--
Aiant/C tractor Printed Name
Subscribed and sworn to before me this /' day of ►-e(orvc,41,20Z?
I �
SEAL Public
Bryan Keith Burdette
Notary Public State of Kansas 1
My Appt Expires iZ 3-2 5
Statement of Work
Acceptance and authorization
Client shall pay an undisputed fees and expense of Smart Pro Technologies within 30 days,
unless specified otherwise in the SOW, after receip of Smart Pro Technologies invoice.
Client shall notify Smart Pro Technologies of any questions regarding any fees or expenses
on Smart Pro Technologies invoice within 7 days of the receipt of Smart Pro Technologies
invoice, and the parties will work diligently and in good faith to resolve any billing questions
or disputes.
The terms and conditions of the Professional Services Agreement apply in full to the
services and products provided under this Statement of Work.
IN WITNESS WHEREOF, the parties hereto each acting with proper authority have
executed this Statement of Work, under seal.
$21 A 'Si LPI-6OI / h I t (Lk
Full name Full name
ci rei;,u; • Ay ; - Ml - -rem
Title
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Signature
211912022
•. - Date
Indemnification
Customer shall indemnify, defend and hold harmless Smart Pro Technologies for: i) Any
damage or injury caused by or arising from the acts or omissions or misconduct of
Customer, its employees or agents, in the performance of or relating to the Work for which
Smart Pro Technologies was retained by Customer ii) any breach by Customer of the SOW
or this Agreement hereto, and iii) any claim of infringement of any patent, trademark,
copyright, trade secret or other intellectual property right by any third party against the
Customer related to or arising out of the Work provided by Smart Pro Technologies.
Limitation of Liability
Except where one party indemnifies the other under this agreement, neither party shall be
liable to the other or any third party for consequential, special or punitive damages including
lost profits or other economic damages, even if advised of the possibility of such damage,
this limitation will apply regardless of the form of action, whether in contract, strict liability
or tort, including negligence.
2/11/2022 Statement of Work Page 5