HomeMy WebLinkAboutRIP TECH INC. - 2000-04-03 CITY OF HUNTINGTON BEACH
2000 MAIN STREET CALIFORNIA 92648
OFFICE OF THE CITY CLERK
CONNIE BROCKWAY
CITY CLERK
LETTER OF TRANSMITTAL OF ITEM APPROVED BY THE CITY COUNCIL/
REDEVELOPMENT AGENCY OF THE CITY OF HUNTINGTON BEACH
04-21-00
DATE:
TO: RIPTech, Inc. ATTENTION: Elad Yoran
Name
5568 General Washington Dr.-, A201DEPARTVIENT:
Street
Alexandria, VA 22312 REGARDING: Service Agreement
City,State,Zip
See Attached Action Agenda Item E-5 Date of Approval 4-3-0 0
Enclosed For Your Records Is An Executed Copy Of The Above Referenced Agenda Item.
Remarks:
E�b�rl�GG �alC�K/
Connie Brockway
City Clerk
Attachments: Action Agenda Page x Agreement x Bonds Insurance x
RCA Deed Other
CC: R. Lowenberg PD x x x
Name Department RCA Agreement Insurance Other
J. Moore PD x x x
Name Department RCA Agreement Insurance Other
Name Department RCA Agreement Insurance Other
Name Department RCA Agreement Insurance Other
C. Mendoza x x
Risk Management Dept. Insurance
G:Followup/I.etters/coverltr
(Telephone:714-536-5227)
J� City of Huntington Beach
• P. O. Box 190 - 2000 Main Street
Huntington Beach, California 92648
HUNTINGTON EACH
From the desk of. Jeffrey Hughes
Deputy City Clerk
Telephone: (714) 536-5260
Fax: (714) 374-1557
Chief Lowenberg:
Enclosed is a copy of the RIPTech agreement
(w/original signature page) .
Needed is the RIPTech Representative' s
signature. --see red tabbed page--
Please return the completed-signed signature
page to the City Clerk' s Office. The Mayor
and City Clerk will execute.
Certified copies will be forwarded right
away.
Thank you.
-
1
Council/Agency Meeting Held:
Deferred/Continued to:
Approved ❑ Conditionally Approved El
W.Cit rk' Si nature
Council Meeting D te: April 3, 2000 Department ID Number: PD00-006
CITY OF HUNTING_TON BEACH
REQUEST FOR ACTION
SUBMITTED TO: HONORABLE MAYOR AND COUNCIL MEMBERS
SUBMITTED BY: RAY SILVER, CITY ADMINISTRATOR XX/
PREPARED BY: RONALD E. LOWENBERG, CHIEF OF POLICE
C.-
SUBJECT: Approve Service Agreement with RIPTech, Inc.
Statement of Issue,Funding Source,Recommended Action,Alternative Action(s),Analysis,Environmental Status,Attgchnient(s)
Statement of Issue: Should the City enter into a biennial, renewal agreement with
RIPTech, Inc. to monitor the Police Department's Digital Subscriber Line (DSL) network for
the department's five remote locations and the main station for possible outside intrusion and
firewall maintenance?
Funding Source: The cost for this service totals $1,250 per month for all five of the remote
locations and the main station. The amount needed for the balance of this fiscal year is
approximately $14,500, which includes $8,250 for setting up our network and configuring the
firewall and $6,250 to cover the monthly fees through September. This cost was anticipated
and budgeted in Account E-AA-PD-339-4-37-00. No additional general funds will be
required.
Recommended Action:
1) Approve the service agreement with RIPTech, Inc. in the amount of $14,500 and
authorize the Mayor and City Clerk to execute same;
2) Approve the Indemnity and Insurance Limitations of Liability and Indemnification waiver
as recommended by the Settlement Committee.
Alternative Action(s): Do not approve agreement.
REQUEST FOR ACTION
MEETING DATE: April 3, 2000 DEPARTMENT ID NUMBER: PD00-006 .
Analysis: The police department has five off-site, remote locations that will be connected to
the city network utilizing DSL. These locations are the Heliport, South Substation, Oakview
Substation, and the Radio and Vehicle Maintenance Shops. DSL will provide the high-speed
transmission rates required by these locations. However, whenever public utilities are used
for this connectivity, there is the threat of outside intrusion.
Because of this threat, the California Department of Justice is very specific in these types of
transmissions. Section 1.9.3 of the California Law Enforcement Telecommunications System
(CLETS) states that the network must be monitored to.detect actual intrusions (or attempts)
and alert the system operator or security administrator. It must also be able to scan and
detect electronic traffic for viruses, prohibit virus access, notify the system operator or
security administrator of detection, and be able to permit and deny in-bound and/or out-
bound services.
RIPTech will provide these security services, as well as manage our existing Raptor Firewall.
RIPTech was chosen for this service because they are a recognized leader in the industry
with the Pentagon as one of their clients and because they have the in-house expertise to
manage our firewall.
Environmental Status: N/A
Attachment(s):
City Clerk's
Page Number No. Description
1 RIPTech Service Agreement
2 Waiver of Indemnity and Insurance Limitations of Liability and
Indemnification from Settlement Committee
RCA Author: Jim Moore
RCARipte -2- 3/23/00 2:29 PM
I
s
W
CONFIDENTIAL 0 01
RIPTech SERVICE LEVEL AGREEMENT
THIS.SERVICE LEVEL AGREEMENT(this "Agreement"), is entered into as of the 3rd
day of Apri 1, 2000 (the "Effective Date"), by and between:
RIPTech, Inc., a Delaware corporation having a business address at 5568 General Washington
Drive, Suite A209, Alexandria, VA 22312 ("RIPTech"); and City of Huntington Beach a
corporation having a business address at 2000 Main St. . Huntington Beac
("Client"), and with RIPTech, collectively, the"Parties" and individually, a "Party".
WITNESSETH:
WHEREAS, in accordance with the terms and conditions contained herein, Client desires to
obtain certain information security managed services provided by RIPTech, and RIPTech desires
to provide such services to Client.
NOW THEREFORE, in consideration of the mutual covenants and agreements hereinafter set
forth, the Parties agree as follows:
1. INFORMATION SECURITY MANAGED SERVICES.
1.1 Performance of Services. RIPTech shall provide those information security managed
services as are more particularly described in Annex 1. attached hereto and incorporated
by reference (the"Services"), in accordance with this Agreement and using such
resources as RIPTech deems necessary in its sole discretion.
1.2 Client Cooperation. The Client agrees that RIPTech's provision of the Services depends
upon the Client's timely cooperation and assistance as RIPTech may require and agrees
to provide RIPTech access to the RIPTech Equipment and the Licensed Technology
(both as defined below). RIPTech shall bear no liability or otherwise be responsible for
delays or failure in the provision of the Services caused by the Client's failure to provide
such cooperation, assistance or access.
1.3 Provision of Licensed Technology. Subject to Section 3.2, Client agrees to provide
RIPTech with any information, materials, and technology owned, licensed, or controlled
by Client that RIPTech reasonably requires to perform the Services (the "Licensed
Technology").
1.4 RIPTech Equipment, Operating Environment. Certain equipment belonging to RIPTech
may be located at the Client's premises in connection with provision of the Services (the
`RIPTech Equipment"). Client.is responsible for any damage to the RIPTech Equipment
other than that caused by normal operational use. Client shall maintain adequate
insurance as set forth below and shall maintain a proper operating environment for the
RIPTech Equipment, including but not limited to implementing appropriate security
measures, conditioned and measured power, and climate control. Client shall not modify,
alter or adjust in any way the RIPTech Equipment without RIPTech's express written
permission. RIPTech shall have the right, upon reasonable advanced notice to Client to
visit Client's premises to assess the RIPTech Equipment environment and replace
RIPTech Equipment if necessary. Upon the date of either the expiration of this
Agreement or the termination of the Services, for any reason, Client shall insure and ship
all RIPTech Equipment to RIPTech within ten (10)days of such date unless RIPTech
chooses to remove the RIPTech Equipment itself. In such event, Client shall cooperate
with RIPTech in the timely removal of the RIPTech Equipment.
RIPTech Managed Services Sales Agent Agreement 1
3/9/2000
CONFIDENTIAL . •
1.5 Insurance. Client agrees to maintain (i) sufficient casualty insurance to replace all
RIPTech Equipment, (ii) business loss and interruption insurance in an amount not less
than is necessary to completely compensate Client and any of client's customers for a
complete failure of Services, and (iii)comprehensive general liability insurance.
2. FEES AND EXPENSES.
2.1 Taxes. The amounts payable to RIPTech for the Services are exclusive of any sales
taxes or use taxes, deductions, withholding or other taxes or governmental charges of
any kind. Client shall be responsible for payment of all such taxes or charges, except for
any taxes based solely upon RIPTech's net income.
2.2 Service Fees. Client agrees to pay RIPTech all Service Fees as set forth on the Order
Form contained in Annex 2 attached hereto and incorporated herein by reference.
2.3 Recurring Fees. RIPTech shall bill Client directly or through a billing service as specified
on the Order Form. With thirty (30) days written notice, RIPTech has the right to transfer
Client from billing through a billing service to direct billing, from billing through a particular
billing service to another billing service, or from direct billing to billing through a billing
service. Billing for the recurring Monthly Fee as specified on the Order Form begins on
the date that RIPTech installs the RIPTech Equipment, if any, at the Client premises, and
achieves the ability to remotely control the RIPTech Equipment and monitor Client's
network.
2.4 Additional Fees. Any Additional Fees, as specified on the Order Form, shall be invoiced
as incurred by Client at RIPTech's then current rates. Unless specifically requested by
Client in writing, RIPTech shall notify and obtain approval from Client for any work which
would cause the Client to incur Additional Fees.
2.5 Payment for Services. All invoices are payable as set forth on the Order Form contained
in Annex 2. Any late payments shall accrue monthly interest at a rate of the lesser of two
percent(2%) per month or the highest rate allowed under the law. If any Service Fees
have not been paid within thirty (30)days of the due date thereof, RIPTech may, in its
sole discretion and upon notice to Client, discontinue all Services and request the
removal of, or itself remove, the RIPTech Equipment. Reinitiating Services following
such a discontinuation of Services may require a Reconnection Fee at RIPTech's
discretion. RIPTech shall have no liability in connection with a discontinuance of Service.
If Client breaches this Agreement and RIPTech terminates in accordance with Section
8.1, then Client agrees to pay RIPTech a Termination Fee equal to the sum of the
monthly Service Fees for each of the months remaining in the Term of this Agreement at
the time of Termination.
3. INTELLECTUAL PROPERTY RIGHTS.
3.1 Ownership Rights. In providing the Services, RIPTech may employ proprietary
intellectual property including but not limited to patents, copyrights, trademarks, service
marks and trade names whether registered or not, trade secrets, and know-how(the "IP
Rights"). Neither this Agreement nor the provision of the Services shall give either Party
any rights of ownership in or to the IP Rights of the other Party. All right, title and interest
in and to any and all improvements or innovations involving RIPTech's intellectual
property shall be retained in full and owned by RIPTech. Unless expressly provided
herein, no license is granted under the IP rights of a Party to the other Party hereto.
RIPTech Managed Services Sales Agent Agreement 2
3/9/2000
CONFIDENTIAL . •
3.2 Rights to Licensed Technology. Client hereby grants to RIPTech a royalty-free, non-
exclusive, worldwide, fully paid, limited license to use and practice the Licensed
Technology, and all IP Rights contained therein, for the limited purpose of enabling
RIPTech to perform the Services.
4. WARRANTIES.
4.1 Limited Warranty. RIPTech warrants that the Services provided hereunder will be
performed in a workmanlike fashion and in accordance with any Service Level
Warranties that may be associated with particular Services and provided in Annex 1, but
otherwise are provided on an "As is" basis. THIS WARRANTY IS EXCLUSIVE AND IN
LIEU OF ALL OTHER WARRANTIES OR REPRESENTATIONS, EXPRESS OR
IMPLIED, INCLUDING, WITHOUT LIMITATION, THE IMPLIED WARRANTIES OF
MERCHANTABILITY, SATISFACTORY QUALITY, REASONABLE SKILL AND CARE,
AND FITNESS FOR A PARTICULAR PURPOSE, AND ANY WARRANTIES ARISING
FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE, WHICH
WARRANTIES ARE EXPRESSLY DISCLAIMED TO THE FULLEST EXTENT
PERMISSIBLE BY LAW. RIPTECH DOES NOT WARRANT THAT THE SERVICES
WILL BE UNINTERRUPTED OR ERROR FREE.
4.2 Warranty Remedy. In order to receive warranty remedies, deficiencies in the Services
must be reported to RIPTech in writing within thirty(30)days after the month in which
deficient Services are performed. Client's sole remedy, and RIPTech's sole liability for
breach of warranty shall, in the case of Service Level Warranties, be the penalty
associated with each particular Service Level Warranty in Annex 1, or, in the case of any
other warranty, be either to have such deficiencies promptly remedied, or to receive a
refund of the pro rata amount of the fees allocable to such Services, at RIPTech's sole
discretion.
5. LIMITATIONS ON LIABILITY, INDEMNIFICATION.
5.1 Damages Disclaimer and Limitation. IN NO EVENT SHALL EITHER PARTY BE LIABLE
UNDER THIS AGREEMENT FOR ANY SPECIAL, CONSEQUENTIAL, INCIDENTAL,
INDIRECT, PUNITIVE OR EXEMPLARY DAMAGES, INCLUDING,WITHOUT
LIMITATION, LOST PROFITS OR FOR THE COST OF PROCUREMENT OF
SUBSTITUTE GOODS OR SERVICES, HOWEVER CAUSED, WHETHER FOR
BREACH OF WARRANTY, CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR
OTHERWISE, EVEN IF SUCH PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF
SUCH DAMAGES. RIPTECH'S AGGREGATE CUMULATIVE LIABILITY TO CLIENT
ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED THE
TOTAL AMOUNT ACTUALLY PAID BY CLIENT TO RIPTECH DURING THE TERM OF
THIS AGREEMENT.
5.2 Limitations on Actions. No action, regardless of form, arising from this Agreement may
be brought by either Party more than one (1)year after the cause of action has accrued,
except that an action for non-payment may be brought within one (1)year after the later
of the date of last payment or the date such unpaid amount should have been paid.
5.3 Disclaimers and Indemnifications.
(a) RIPTech shall not be liable for any act or omission of Client or of any foreign
administration, or for any loss or damage sustained by Client or Client's customers, if
any, due to any act or omission of Client, any foreign administration, or any other entity
RIPTech Managed Services Sales Agent Agreement 3
3/9/2000
CONFIDENTIAL • 0
furnishing equipment, software or services to Client or Client's customers nor shall
RIPTech be liable for any damages or losses due to the fault or negligence of Client or
Client's customers or for the failure of said equipment, software or services.
(b) Client shall indemnify, defend, and hold harmless RIPTech (and its affiliates, employees,
agents, directors and officers) from and against any and all liabilities, costs, damages and
costs and expenses (including attorney's fees) ("Damages") resulting from Client's (or its
employees, agents, or independent contractors) actions hereunder, including, but not
limited to, acts of negligence, breach of any provision in this Agreement, violation of any
applicable law or regulation, or unauthorized or illegal acts.
(c) RIPTech shall indemnify, defend, and hold harmless Client (and its affiliates, employees,
agents, directors and officers) from and against any and all Damages resulting from
RIPTech's (or its employees, agents, Sales Agents, or other independent contractors)
actions hereunder, including, but not limited to, acts of negligence, breach of any
provision in this Agreement, violation of any applicable law or regulation,
misrepresentation of the Services or unauthorized or illegal acts.
(d) RIPTech shall defend Client against any costs or expenses suffered by Client as a result
of a final judgment that the Services infringe any U.S. patent, copyright, trademark, or
trade Secret rights of a third Party; provided that Client gives RIPTech timely notice of
such claim and the opportunity to assume sole control of the defense and/or settlement
thereof and provided further that Client does not settle such claim without RIPTech's prior
written consent. This indemnity shall not cover infringement claims arising from (i) any
modification of the Services by Client, (ii) use of the Services by Client or Client's
customer in a manner other than that for which it was designed or (iii) the combination of
the Services with other products or services where the Services themselves would not
cause any such infringement. If a court of competent jurisdiction determines that the
Services infringe the rights of a third Party, RIPTech shall have, at its option, the right (i)
to procure for Client the right to continue using and selling the Services, (ii) to replace the
Services with non-infringing services, or (iii) to modify the Services so that they become
non-infringing. The foregoing sets forth the entire liability of RIPTech for intellectual
property infringement.
6. CONFIDENTIALITY.
6.1 Confidentiality.
(a) During the Term of this Agreement and for two (2) years thereafter, each Party shall
regard and preserve as confidential all information related to the business of the other
Party, or its parent, subsidiaries, or affiliated companies (the "Confidential Information").
Each Party agrees not to disclose any such Confidential Information without first
obtaining the other Party's prior written consent. Confidential Information does not
include any knowledge concerning the operation or vulnerabilities of particular
commercial hardware or software systems that RIPTech may acquire while providing
Services to Client's or Client's customers systems.
(b) Each Party agrees to use the Confidential Information only for the purposes of fulfilling its
obligations under this Agreement. Each Party shall provide the same care to avoid
disclosure or an unauthorized use of the Confidential Information as it provides to protect
its own Confidential Information. It is agreed that access to all Confidential Information
shall be limited to only such persons who need to know such information for purposes of
fulfilling the obligations required by this Agreement.
(c) All Confidential Information shall remain the property of the Party releasing it, and such
RIPTech Managed Services Sales Agent Agreement 4
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CONFIDENTIAL • •
Confidential Information, including all copies thereof and any other material incorporating
such Confidential Information, shall be returned to the other Party or destroyed, upon
request and, in any event, upon the expiration or termination of this Agreement.
(d) Neither Party shall have any obligation with respect to Confidential Information to the
extent, but only to the extent, that such information:
(i) Is already in the possession of such Party, free from any obligation to keep such
information confidential;
(ii) Is or becomes publicly known through no wrongful act of a Party;
(iii) Is rightfully received from a third patty without restriction and without breach of
any obligation of confidentiality;
(iv) Is independently developed without use of any Confidential Information of the
other Party and/or its affiliates; or
(v) Must be disclosed pursuant to a court order or as required by any competent
governmental authority having jurisdiction over such Party.
6.2 Unauthorized Disclosure. It is agreed that the unauthorized use or disclosure of any
Confidential Information by a Party in violation of this Agreement will cause severe and
irreparable damage to the other Party. In the event of any violation of the confidentiality
provisions of this Agreement, the disclosing Party agrees that non-disclosing Party shall
be authorized and entitled to obtain from any court of competent jurisdiction preliminary
and/or permanent injunctive relief, as well as any other relief permitted by applicable law.
The disclosing Party agrees to waive any requirement that the non-disclosing Party post
bond as a condition for obtaining any such relief.
7. RIGHT TO PERFORM SERVICES FOR OTHERS, PUBLICITY.
7.1 The Client agrees that RIPTech (including its employees, agents, Sales Agents, and
independent contractors) may provide services similar in nature to the Services for any
third parties both during and after the provision of the Services. Client grants RIPTech a
revocable license, during the term of this Agreement, to use its trademarks and name for
the limited purpose of inclusion in RIPTech marketing materials. Other than the license
granted, all right, title and interest in such marks, including all goodwill associated
therewith, shall belong to Client.
8. TERM AND TERMINATION.
8.1 Duration. This Agreement commences on the Effective Date of and, unless terminated
earlier as set forth below, shall continue for the period specified in the Order Form
contained in Annex 2 attached hereto (the"Term"). The provision'of the Services may be
terminated by RIPTech (i) immediately upon notice to Client if Client defaults in the timely
payment of any monies due to RIPTech and fails to cure such breach within thirty(30)
days from the due date of such payment or(ii) upon notice to Client should Client breach
any of its obligations hereunder, including improper use of the RIPTech Equipment.
RIPTech may unconditionally terminate this Agreement upon ninety(90) days written
notice to Client and RIPTech shall not accrue any liability due to such termination.
RIPTech Managed Services Sales Agent Agreement 5
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CONFIDENTTAL • •
8.2 Survival. The terms of Sections 2, 3.1, 5, 6, 7, 8.2 and 10 of this Agreement shall survive
termination of this Agreement or expiration of the Services. Within thirty(30)days of
termination of the Services for any reason, RIPTech shall submit to the Client an itemized
invoice for any Service Fees or other expenses accrued and unpaid in respect of the
Services prior to the date of such termination.
9. DISPUTE RESOLUTION.
9.1 Each Party agrees to submit any and all disputes concerning this agreement, if not
resolved between the parties, to binding arbitration by one (1) neutral, independent
arbitrator in accordance with the Commercial Rules of the American Arbitration
Association, such arbitration proceeding and all related proceedings or meetings to be
held in Washington, D.C.
9.2 Nothing in this Section 9 shall restrict the right of either Party to apply to a court of
competent jurisdiction for injunctive relief or damages at any time. However, the right of
either Party to file a lawsuit does not abrogate each Party's obligations under Section 9.1
above. Moreover, a Party that elects to file a lawsuit shall provide the written notice
identified in Section 9.1 to the other Party at the same time the lawsuit is filed with a
court.
10. GENERAL.
10.1 Independent Contractors. RIPTech shall perform the Services as an independent
contractor, and nothing contained in this Agreement or any Statement or Work attached
hereto shall be construed to create or imply a joint venture, partnership, principal-agent or
employment relationship between the Parties.
10.2 Governing Law and Venue._ This Agreement will be governed by the laws of the
Commonwealth of Virginia without regard to its conflict of law principles. Each Party
agrees that any claim, action or lawsuit arising out of or related to this Agreement shall be
brought or filed in the United States District Court for the Eastern District of Virginia or the
proper state court within Virginia, and, in such event, each Party agrees to submit to such
jurisdiction.
10.3 Notices. Notices shall be in writing and shall be deemed effectively given upon personal
delivery; five (5)days after deposit in the U.S. mail by certified delivery, return receipt
requested; or one (1)day after deposit with a nationally recognized overnight courier
service, delivered to the applicable address appearing in the second paragraph of this
Agreement.
10.4 Severability. If any term or provision of this Agreement is determined to be invalid or
unenforceable for any reason, it shall be adjusted rather than voided, if possible, to
achieve the intent of the parties to the extent possible. In any event, all other terms and
provisions shall be deemed valid and enforceable to the maximum extent possible.
10.5 Force Majeure. RIPTech shall not be liable for any loss or damage, arising from delay
due to causes beyond its reasonable control.
10.6 Assignment. This Agreement provides for the provision of Services to Client by RIPTech.
Client shall not transfer, assign, delegate, or subcontract any portion of its rights, duties,
or obligations under this Agreement without the prior written consent of RIPTech and any
RIPTech Managed Services Sales Agent Agreement 6
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CONFIDENTIAL0
•
attempt to do so shall be void. As used in this Agreement, the following shall be deemed
an assignment: (1) any dissolution, merger, consolidation, or other reorganization of or
affecting the Client, whether or not Client is the surviving corporate entity; and (2)the
sale or transfer, by one or more transactions, of stock possessing more than fifty (50%)of
the total combined voting power of all classes of Client's capital stock issued, outstanding
and entitled to vote for the election of its directors.
10.7 Complete Agreement. This Agreement, is the complete and exclusive statement of the
agreement between the parties regarding the subject matter hereof, and supersedes all
proposals, oral or written, and all other communications between the parties relating to
such subject matter.
10.8 No Poaching. Client agrees not to solicit for employment, either by itself or through a
third Party, during the term of this Agreement and for one year thereafter, any
employees, officers or directors of RIPTech.
10.9 Modification. Any-terms of any purchase order or other instrument issued by Client in
connection with the Agreement shall be of no force or effect. This Agreement may be
modified only by a written instrument duly executed by authorized representatives of
RIPTech and Client.
10.10 Waiver. The failure of a Party to enforce any provision of this Agreement shall not
constitute a waiver of such provision or the right of such Party to enforce such provision
or any other provision.
IN WITNESS WHEREOF, the Parties have executed this Agreement, or caused this
Agreement to be executed by a duly authorized officer, as of the Effective Date.
RIPTech, INC.
CITY OF HUNTINGT.ON BEACH, a
By. municipal corporation of the State of
Name: voe+v California
Title: r" VP
Mayor Pro.: em
ATTEST: Z /
City Clerk .
APPROVED AS TO FORM:
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REVIEWED AND APPROVED:
zY1tif.'SMCity Attorney _
p ,
CiAdministrator INITIA D AND APPR D: �
RIPTech Managed Services Sales Agent Agreement 7
3/9/2000
CONFIDENTIAL • •
RIPTech SERVICE LEVEL AGREEMENT
Annex 1
Services
Service Level Descriptions
eSentry Active Security Monitoring and Intelligence:
eSentry delivers real-time monitoring of information security devices and infrastructure. Through
secure encrypted VPN connections with managed devices, security information and log data is
imported into the eSentry information security repository.
The eSentry security engine intelligence engine analyzes the data stored in the repository for
hundreds of security attack signatures, violations, and weaknesses. Instances of suspected
attacks,violations,weaknesses or malicious activity generate"events"that are displayed to
security analysts in the Security Operation Center. Analysts investigate and analyze events and
provide near-real time security intelligence to the customer through the eSentry Internet portal.
Information provided to the customer includes explanations of the events and recommendations
for action.
The customer can choose to receive automated updates as each event occurs, or in the form of a
daily, weekly or monthly digest. If RIPTech analysts determine a security event to have the
potential to cause harm to or penetration of customer systems, RIPTech will notify the customer
based on the established escalation procedure. In the event the customer cannot be reached,
RIPTech will take steps to help prevent an active intrusion or harm to the client site.
eSentry Secure Internet Portal:
Clients can access information about eSentry through a secure connection to the web-based
eSentry Internet Portal. Information accessible through the portal includes:
■ Information Security Events-with comments and recommendations for action
from SOC analysts
■ Configuration and Trouble Tickets— includes changes and actions to managed
devices, client action requests, and any open or closed issues
■ Log information- generated by managed security devices
■ Statistics— general traffic information and statistics for managed devices
■ Customization-through the Portal, clients can change their security event
notification preferences
■ SOC News— includes any news about the Security Operation Center
Security Operation Center:
Located in a secure facility, RIPTech's Security Operation Center(SOC)receives alerts via the
eSentry real-time information collection system and intelligence engine. This system provides
clients with near real-time information security intelligence as well as rapid response to standard
RIPTech Service Level Agreement 1
Annex 1:Services
3/9/2000
CONFIDENTIAL •
management processes. Information security analysts staff the Security Operation Center on a
7X24 basis.
The SOC maintains redundant power supplies,back up systems,high bandwidth redundant
connectivity and strong physical security. To facilitate secure connections with RIPTech security
monitoring clients, the RIPTech SOC maintains the capability to communicate with supported
products through secure virtual private networks(VPN) or out-of-band connections.
Firewall Management:
The customer may request firewall configuration changes through eSentry Internet Portal,via
secure e-mail, or telephonically to the SOC. As requested:
■ RIPTech will add, delete, and modify user accounts on the firewall.
■ RIPTech will add, delete, and modify rules on the firewall.
■ RIPTech perform modifications to the firewall to support network modifications
Change Request Matrix:
CompletionAction Limits -
Add,modify, delete users One request(maximum of 50 Next business day
users)/day
Add, modify, delete proxies 1/day Next business day
or rules
Emergency rule changes 2/month Same business day*
*RIPTech will begin work on emergency rule changes as they are received by the Security Operations Center. RIPTech will
complete emergency rule changes as soon as possible,but the time to completion is dependant on the complexity of the request.
Firewall Maintenance:
RIPTech will perform upgrades to the firewall and installation of operating system patches.
Major version revisions of the firewall may require an on site visit, scheduled in advance with the
client's approval. RIPTech maintains backup configuration files of managed firewalls to enable a
quick rebuild in the case of a hardware failure.
Remote Client VPN Help Desk Support:
RIPTech offers comprehensive 24X7 support for remote client VPN software users through a
single point of contact,assigned by the client to interface with the SOC.
The RIPTech Help Desk functions on a token redemption basis. During normal business hours
(9AM-5PM M-F,not including federal holidays)one token provides for one(maximum of one
hour)phone based help desk support call. During non-business hours three tokens are needed for
one(maximum of one hour)phone based help desk support call. RIPTech client's can purchase
help desk tokens at any time, however token's used within the first 24 hours after purchase are
redeemed at 1/3 their token value.
Intrusion Detection Systems (IDS):
RIPTech Service Level Agreement 2
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3/9/2000
CONFIDENTIAL •
As part of eSentry, RIPTech remotely manages and monitors Intrusion Detection Systems.
Policy changes are made as needed to tune the devices to the network environment, and new
attack signatures are deployed as possible.
Intrusion Detection System Maintenance:
RIPTech will perform upgrades to the IDS and installation of operating system patches. Major
version revisions of the IDS may require an on site visit, scheduled in advance with the client's
approval. RIPTech maintains backup configuration files of managed IDS to enable a quick
rebuild in the case of a hardware failure.
Planning Call:
■ The RIPTech Implementation Manager manages the coordination and delivery of
eSentry.
■ Client submits a Pre-Installation Questionnaire that identifies client's the system
configuration and Internet Security policy.
■ After the receipt of the planning template, a planning call is held to review the
information RIPTech needs to implement the eSentry service.
■ After the planning call, RIPTech reserves the right to not provide the eSentry
service.
Set-up visit:
The standard eSentry package requires a visit by a RIPTech Engineer to the client site to:
■ Install or reconfigure security devices according to the clients predefined security
policy and enable RIPTech remote management.
■ Create the secure channels between the information security devices on the
subscriber network and the RIPTech SOC.
■ Configure and confirm operation of the backup secure out-of-band management
solution for the devices on the subscriber network.
■ Assess and verify the proper configuration of perimeter security devices.
■ Additional travel may be required for major software version upgrades and
incident response with customer coordination and prior approval.
Monthly Reports:
Clients will be provided reports on a monthly basis. RIPTech's standard reports include:
■ Performance of security devices.
■ Status of changes,upgrades,patches and other related system maintenance.
■ Analysis of logs.
■ Detail of malicious activity directed at the client site.
■ Detailed analysis and interpretation of significant events.
■ Recommendations if needed for security related upgrades to client firewall and
network.
RIPTech Service Level Agreement 3
Annex 1: Services
3/9/2000
CONFIDENT AL • •
Service Level Warranties
Security Operation Center (SOC)
RIPTech guarantees that the SOC will be available to the Internet 99.9% of the time, measured
on a monthly basis not including scheduled maintenance outages. If the SOC is not available to
the Internet for more than 0.1% of month, RIPTech will credit the client with one Service Credit.
Additional service credits are prorated to the customer one a one for one basis based on the
outage time experienced by the Operation Center, for outages lasting longer than one day.
Scheduled Maintenance Outages
RIPTech can at its sole discretion schedule maintenance outages for the SOC with 24 hours
notice to the End User. End User's will be notified of scheduled maintenance outages via both
the eSentry Internet Portal, and a designated single point of contact through a method elected by
RIPTech (telephone, email, fax or pager).
Reporting Guarantee
RIPTech will notify a designated single point of contact via a method elected by RIPTech
(telephone, email, fax or pager) if it is not capable of monitoring client security devices. RIPTech
determines availability of security devices using industry standard network management
techniques. If RIPTech determines that a managed device is unavailable for 30 minutes, it will
deem the device unmonitored and notify the client.
eSentry Internet Portal
RIPTech guarantees that the eSentry Internet Portal will be available to the Internet 99.9% of the
time, measured on a monthly basis not including scheduled maintenance outages. If the eSentry
Internet Portal is not available to the Internet for more than 0.1% of month, RIPTech will credit the
client with one Service Credit. Additional service credits are prorated to the customer one a one
for one basis based on the outage time experienced by the Operation Center, for outages lasting
longer than one day.
Scheduled Maintenance Outages
RIPTech can at its sole discretion schedule maintenance outages for the SOC with 24 hours
notice to the End User. End User's will be notified of scheduled maintenance outages via both
the eSentry Internet Portal, and a designated single point of contact through a method elected by
RIPTech (telephone, email, fax or pager).
Managed Devices
RIPTech guarantees that it will provide device management as outlined in the change request
matrix incorporated into this document. For each failure to adhere to the requirements in the
change request matrix the End User will be credited one Service Credit.
Managed Device Scheduled Maintenance Outages
At times it will be necessary to schedule a maintenance outage on client based security devices
for regular maintenance and upkeep (bug patches, OS fixes, etc.). RIPTech will schedule such
fixes with a minimum of 24 hours notice to the client. RIPTech will make its best effort not do
schedule such outages during "business hours". If a scheduled maintenance outage is
necessary on an emergency basis, to prevent possible a possible security violation, RIPTech can
notify the client with one-hour advance notice. End User will be notified of scheduled
maintenance outages via the eSentry Internet Portal and a designated single point of contact
through a method elected by RIPTech (telephone, email, fax or pager).
RIPTech Service Level Agreement 4
Annex 1:Services
3/9/2000
CONFIDENTIAL • •
Monthly Reporting
Monthly digest reports of the previous months service, as outlined in the Monthly Reporting
Service Description section above, will be available by the 5th of the month. If monthly digest
reports are not available as guaranteed, RIPTech will credit the End User one Service Credit.
Hardware Replacement Of RIPTech Owned Systems
In the event of a hardware failure, RIPTech will repair/replace RIPTech owned systems with one
from inventory or through the hardware provider's fast replacement program. If RIPTech
determines that a devices failure occurs during the business day (9:00am to 5:00pm Monday
through Friday), RIPTech will replace the failed system by the end of the next business day. If
RIPTech determines the failure occurs after these hours or on a recognized federal holiday,
RIPTech will replace the failed system within two business days. If the client requests, RIPTech
will have replacement hardware available within 24 hours of the determination of a failure, to be
delivered to the client site via faster conveyance at the client's expense. If the hardware provider
provides a more favorable Hardware Replacement terms than those listed above, RIPTech will
use the hardware provider replacement guarantee and attach it to this document. If RIPTech
does not replace RIPTech owned equipment as guaranteed, RIPTech will credit the End-User
one Service Credit. RIPTech shall not be responsible if it does not meet such time periods due to
the failure of a third party delivery service to make timely delivery of the equipment.
Backup of device configurations
RIPTech stores a copy of Client's security device configurations at the RIPTech Security
Operations Center("SOC")to facilitate reconstruction in the event of a Client hardware failure.
Service Credit Definition:
An individual service credit is a 24 hour period of service, for which no service fee will be
charged, that is added to the Term of Client's Service Level Agreement with RIPTech.
RIPTech Service Level Agreement 5
Annex 1:Services
3/9/2000
CONFIDENTIAL • •
RIPTech SERVICE LEVEL AGREEMENT
Annex 2
Order Form
Contract#: . .._
Billing Service: RIPTech, Inc.
Service Fees and RIPTech Part Numbers
Installation Fee+Part Numbers:
$1602.00/daily(T&M)—RT-INST-MFW-V 1.0
"Installation Fees do not include travel, lodging and expenses for the RIPTech Installation
Engineer,which will be invoiced after the installation on the End-users regular statement.
Other One Time Fees+Part Numbers:
Help Desk Tokens-$1250.00—RT-PROD-(TOKN-I 0-C)-V 1.0
Power Management Unit- $800.00—RT-PROD-(RIPT-OOB-C)-V 1.0
Monthly Fee: +Part Numbers:
Monthly Fee: $1250
1.) eSentry Managed Raptor Firewall—Part Number: RT-MFW-24-(AXNT-RAPT-6.5-NT-C)-
(GNRC-INTL-X86-NT-C)-V 1.0
2.)Management of five(5)Netopia Routers—Part Number: RT-MDSL-24-(NTPA-C)-V 1.0
Netopia routers are not eSentry-enabled devices and are not managed according to Annex 1,
Service Description. Please see Annex 3, Netopia Router Management Service Description,with
details on Netopia router management.
Additional Fees+Part Numbers: As invoiced pursuant to Agreement
Standard Reconnection Fee: One Month's Service Monthly Fee
Other Travel and Expenses: Additional travel may be required for major software version
upgrades with customer coordination and prior approval.
Initial Contract Duration (months): 24 Months
Invoice Payable Terms: Client shall be invoiced for Monthly Fees on the tenth(10`h)of each
month for Services for the following month. Client has until the twenty-fifth(25`h)to remit
payment for Monthly Fees.
Before the initiation of service, Client shall remit to RIPTech the prorated services fees from the
expected installation date through the first of the following month as well as the first month's
monthly fee. If the client's service is initiated on a date different than the expected installation
date,RIPTech will credit or debit the prorated days on the client's next regularly scheduled
invoice. Installation fees will appear on a regularly scheduled invoice, as will travel and
expenses.
RIPTech Service Level Agreement 1
Annex 2: Order Form
3/23/2000
CONFIDENTIAL • •
End User Contact Information
Client Name:
Address:
City/State/Zip
Phone:
Fax:
E-mail:
Billing Contact: Technical Contact:
Title: Title:
Phone: Phone:
Fax: Fax:
E-mail: E-mail:
Emergency Contact:
Title:
Phone:
Fax:
E-mail:
Pager:
RIPTech Service Level Agreement. 2
Annex 2:Order Form
3/23/2000
CONFIDENTIAL • •
RIPTech SERVICE LEVEL AGREEMENT
Annex 3
Netopia Router Management Service Description
Set-up and Installation:
RIPTech, Inc. installs/integrates/configures the five (5)Netopia DSL Routers provided by
SAVVIS, on site.
Router Management:
RIPTech allows up to one (1) configuration modification per month, made by the end of
the next business day, from our 24X7 Secure Operations Center(SOC). RIPTech does
not provide eSentry log analysis or intelligence for the Netopia routers.
Netopia Firewall Software:
Fees for the Management of the Netopia Routers does not include the purchase of the
Netopia firewall software.
Service Level Warranties:
Security Operation Center(SOC)
RIPTech guarantees that the SOC will be available to the Internet 99.9% of the time,
measured on a monthly basis not including scheduled maintenance outages. If the SOC
is not available to the Internet for more than 0.1% of month, RIPTech will credit the
client with one Service Credit. Additional service credits are prorated to the customer
one a one for one basis based on the outage time experienced by the Operation Center,
for outages lasting longer than one day.
Scheduled Maintenance Outages
RIPTech can at its sole discretion schedule maintenance outages for the SOC with 24
hours notice to the End User. End User's will be notified of scheduled maintenance
outages via both the eSentry Internet Portal, and a designated single point of contact
through a method elected by RIPTech (telephone, email, fax or pager).
Managed Devices
RIPTech guarantees that it will provide device management as outlined in the router
management section incorporated into this document. For each failure to adhere to the
requirements in the change request matrix the End User will be credited one Service
Credit.
Service Credit Definition:
An individual service credit is a 24 hour period of service, for which no service fee will
be charged, that is added to the Term of Client's Service Level Agreement with RIPTech.
RIPTech Service Level Agreement 3
Annex 3:Netopia Router Management Service Description
3/23/2000
_ � r
CITY OF HUNTINGTON BEACH
APPLICATION FOR INSURANCE REQUIREMENTS WAIVER OR MODIFICATION
1. Name/Title/Department of Requesting Staff Member 4,00AC6 ✓SyS�mS Goa w�lrJ ,� �OGIGC
2. Date of Request
3. Name of Contractor/Permittee ey-O dend
4. Description of work to be performed two a o Toeaen& V"A //157-wo 21C Td
hc576cT /�DSSi�t.�' DuT5iO� 1a7oe� e4Sian .
5. Value of Contract �"� /2 0 U O
6. Length of Contract W e 0771k
7. Type of Insurance Waiver or Modification Requested:��f31!JE/Z OF /17 jQ&Mn17-V 0-
.L/lSullAnEE
(a)Limits: (b) Coverage
8. Have you contacted Risk Management to determine if professional liability coverage is available through
SCOPE? 120
9. Reason for Request for Waiver or Reduction of Limits a,,2176C,6S S<Ioe--1--
.��n AIW /YJ�i9Ju dl:),,e d�C oe &,v,, 1*0WCTio n
10. Identify the risks to the City if this request for waiver or modifications granted `D6s,,dcd'
OUlyd,doe ch Tu -12k- Aac zc0 Z)&0,4,0 rn61.gr
%)A iA IJ&—z!.i
Department Head Signature
(This section to be completed by Risk Manager)
Recommendation: Approve Deny
Risk Manager's Signature/Date
(This section to be completed by City Attorney)
Recommendation: Approve Deny
City Attorney's Signature/Date
Settlement Committee appro 1 [is is not]required for this waiver. If Settlement Committee approval is required,
submit this form to City Attorne ce to be placed on the agenda. Recommendation: Approve Deny
City-Council appro aljis] s not]required for this waiver. If City Council approval is required,attach this form to the
RCA after considera " the Settlement Committee. This insurance waiver[is not] on City Council agenda.
APPROVED AS TO FORM.
GAIL HUTTON Reviewer's initials.
aK�')
CITY ATTORNEY
By.
jmp/mis/inswaiver/3/14/00 Deputy ty Attorney'
RCA ROUTING SHEET
INITIATING DEPARTMENT: P'OLIC3
SUBJECT: �pprove ServicglA reement`with RIPTech Inca
COUNCIL MEETING DATE: FA ril 3, 2000 4j
RCA ATTACHMENTS STATUS.
Ordinance (w/exhibits & legislative draft if applicable) Not Applicable
Resolution (w/exhibits & legislative draft if applicable) Not Applicable
Tract Map, Location Map and/or other Exhibits Not Applicable
Contract/Agreement (w/exhibits if applicable)
(Signed in full by the City Attorne Attached
Subleases, Third Party Agreements, etc.
(Approved as to form by City Attorney) Not Applicable
Certificates of Insurance (Approved by the City Attorney) Not Applicable
Financial Impact Statement Unbud et, over $5,000 Not Applicable
Bonds If applicable) Not Applicable
Staff Report If applicable) Not Applicable
Commission, Board or Committee Report If applicable) Not Applicable
Findings/Conditions for Approval and/or Denial Not A licable
EXPLANATION FOR MISSING ATTACHMENTS
REVIEWED RETURNED FORWARDED .
Administrative Staff Lz
Assistant City Administrator Initial
City Administrator Initial , fr
City Clerk
EXPLANATION FOR RETURN I
1:5Aw-;/;1LC-
(Below SpaceFor Only)
CA
RCA Author: Jim Moore