1 City of Norwalk
City Hall & Transit Firewall Upgrade
To: Mike Johnson
City of Norwalk
From: Matt Abshire
IBE Digital
[email protected]
(562) 921-0202
Date: September 17, 2026
Attachment No. 3
2 Table of Contents
1. Overview.......................................................................................................................3
2. Scope of Work ..............................................................................................................3
3. Assumptions and Dependencies ................................................................................4
4. Out of Scope .................................................................................................................5
5. Commercial Terms.......................................................................................................6
6. Investment....................................................................................................................6
7. Terms and Conditions ...................................................................................................7
8. Authorization and Signatures ......................................................................................9 3 1. Overview
The City of Norwalk operates perimeter firewalls at City Hall and at Norwalk Transit that have reached end of life. To replace this end-of-life hardware, advance the City’s security posture, restore full manufacturer support, and improve operational resiliency, the City intends to deploy new high availability firewall pairs at both locations. City Hall will be served by a high availability pair of Palo Alto Networks PA-1420 firewalls and Norwalk Transit will be served by a high availability pair of Palo Alto Networks PA-460 firewalls.
The solution will replace the existing end-of-life Palo Alto Networks firewalls at each site with a resilient, secure perimeter firewall architecture that restores full manufacturer support, aligns with current operational requirements, and minimizes service disruption. The design will leverage Palo Alto Networks best practices for high availability deployment, configuration and policy migration from the outgoing firewalls, and lifecycle support, and will preserve existing network connectivity, security policies, and integrations at both City Hall and Norwalk Transit.
2. Scope of Work
Phase 1: Planning and Design
• Review current firewall configuration and network topology at City Hall and Norwalk Transit.
• Define the high availability deployment and migration strategy for the PA-1420 pair at City Hall and the PA-460 pair at Norwalk Transit.
• Confirm interface assignment, addressing, routing, and management access requirements for each site.
• Validate requirements, assumptions, and implementation schedule.
Phase 2: Implementation and Migration
• Stage, license, and update the high availability pair of PA-1420 firewalls for City Hall. • Stage, license, and update the high availability pair of PA-460 firewalls for Norwalk Transit.
• Configure high availability at each site, including HA links, device priority, and failover behavior.
• Migrate and validate security policies, address and service objects, NAT, and routing at each site.
4 • Enable the procured subscription services on each pair, including Advanced Threat Prevention, Advanced URL Filtering, Advanced WildFire, and Advanced DNS Security. • Generate and deploy the required certificates on each firewall pair signed by the City's new certificate authority, including management interface, GlobalProtect portal/gateway, and decryption certificates as applicable, and confirm trust distribution to City endpoints.
• Schedule and perform cutover from the existing firewalls to the new platform at each site.
Phase 3: Testing and Project Closeout
• Conduct high availability failover and functional testing at City Hall and Norwalk Transit. • Verify logging, management access, and administrative authentication. • Address post-cutover adjustments or optimizations.
• Create documentation and perform knowledge transfer.
• Update the documentation with new hardware and/or services. • Client project sign-off.
3. Assumptions and Dependencies
This SOW is predicated on the following assumptions. Material deviation from these assumptions may require a Change Order to adjust scope and/or fees. • Client will provide people and/or resources necessary to enable successful completion of this project.
• Client will identify a resource that will act as the primary contact for this project. IBE Digital will communicate project status, system requirements, issues, etc. to this individual.
• Client will provide IBE Digital with remote access accounts to required resources for accessing and supporting the project.
• Client will provide IBE Digital with a reasonably suitable workspace that has network connectivity and phone sets while onsite.
• Client will provide computing resources with access to production and test systems to facilitate the needs of the project.
5 • Client acknowledges that IBE Digital will require information from Client in order for IBE Digital resources to be fully utilized and to perform the services in the schedule and estimated days outlined herein. Client agrees that it is responsible for ensuring that IBE Digital is provided with such information in a timely manner to avoid delay or additional costs to Client which may result.
• Provide access to current firewall configurations and network documentation for both sites.
• Issue purchase authorization for the hardware, licenses, and subscriptions identified in this Statement of Work, and maintain those subscriptions following the initial term. • Assign appropriate technical and project contacts for coordination and approvals. • Participate in testing, validation, and acceptance of the final solution. • Unidentified configuration dependencies or legacy rules may require additional remediation during migration.
• Cutover activities may result in temporary service disruptions if unexpected issues arise. • PAN-OS version and hardware model differences between the outgoing firewalls and the new PA-1420 and PA-460 platforms may require configuration adjustments, including interface mapping, feature parity checks, and deprecated setting remediation. • Timely delivery and availability of Palo Alto Networks hardware and required licenses. • Availability of City technical staff for coordination, testing, and approvals at both sites. • Completion of prerequisite network readiness at each site, including power, cabling, interfaces, and uplinks.
• Agreed-upon maintenance windows to perform migration and cutover activities at City Hall and Norwalk Transit.
4. Out of Scope
The following items are explicitly excluded from this Statement of Work and may be engaged as separate projects or Change Orders as needed:
• Applications/services not explicitly defined in the statement of work. • Changes to existing internet circuits, carrier handoffs, or internal switching and routing beyond the firewall interfaces.
• Removal, decommissioning, or disposal of the legacy firewall hardware. 6 5. Commercial Terms
Engagement Type
This engagement is delivered on a fixed-fee basis for the scope of work defined in this SOW. The fixed fee covers all professional labor required to complete the scope of work.
Invoicing
• IBE Digital will invoice the fixed professional services fee per the schedule agreed with the City.
• Invoices are due Net 30 from date of invoice.
• Any approved Change Orders will be invoiced separately from the base SOW.
Change Order Process
Scope additions or material changes to the assumptions will require a written Change Order executed by both parties prior to IBE Digital committing to the additional work.
6. Investment
Hardware and Subscriptions
Site Item Qty Term
City Hall Palo Alto Networks PA-1420 firewall 2 One time City Hall PA-1420 Premium Support 2 12 months
City Hall PA-1420 Precision AI Network Security
Subscription Bundle
2 12 months
Transit Palo Alto Networks PA-460 firewall 2 One time
Transit PA-460 Premium Support 2 12 months
Transit PA-460 Precision AI Network Security Subscription Bundle
2 12 months
Investment Breakdown
Hardware / Software $116,560.00
7 Please Refer to provided Quote for more detail
Professional Services $7,800.00
Fixed fee for the services described in Section 2
Sales Tax (10.5% on Hardware / Software) $12,238.80
Total Project Investment $136,598.80
All prices are exclusive of any shipping costs.
Sourcewell Contract # 112124-KON & NCPA 01-170
7. Terms and Conditions
By executing this Statement of Work, Client agrees to purchase the services designated above and further agrees that the services shall be subject to the following Terms and Conditions of Service.
1. Fees and Payment: Client agrees to pay all fees specified in this SOW. Payment terms are net 30 days from date of invoice. Client shall be responsible for all applicable taxes arising from the services. IBE Digital may suspend service if Client has failed to pay any undisputed invoice within fifteen (15) days of the due date.
Undisputed invoices not paid by the due date may be subject to a monthly service charge which is the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by law.
2. Limited Warranty: (a) IBE Digital warrants for a period of thirty (30) days following delivery (the "Warranty Period") that all services shall be performed in a professional manner in accordance with generally applicable industry standards. IBE Digital sole liability (and Client's exclusive remedy) for any breach of this warranty shall be for IBE Digital to re-perform any deficient services, or, if IBE Digital is unable to remedy such deficiency within thirty (30) days, to void the invoice for the deficient services. IBE Digital shall have no obligation with respect to a warranty claim: (i) if notified of such claim after the Warranty Period or (ii) if the claim is the result of third-party hardware or software failures, or the actions of Client or a third party. (b) THIS SECTION 2 IS A LIMITED WARRANTY AND SETS FORTH THE ONLY WARRANTIES MADE BY IBE DIGITAL. IBE DIGITAL MAKES NO
OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS, EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE,
INCLUDING BUT NOT LIMITED TO WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. ALL SOFTWARE AND HARDWARE PROVIDED OR INSTALLED BY IBE DIGITAL HEREUNDER ARE SUBJECT EXCLUSIVELY TO THE RESPECTIVE MANUFACTURER'S WARRANTY.
3. COMPENSATION FOR HIRING OTHER PARTY'S EMPLOYEES: During the term of this SOW and for a period of twelve (12) months following the termination or expiration of this SOW, Client agrees not to directly or indirectly solicit for employment, hire, engage, or retain (whether as an employee, independent contractor, consultant, or otherwise) any employee or contractor of IBE Digital who was involved in providing services to Client under this SOW. In the event Client hires, engages, or otherwise retains the services of any such employee or contractor of IBE Digital, whether directly or indirectly (including through a third-party staffing firm or contractor), Client agrees to pay IBE Digital, as reasonable compensation for the loss of such personnel and associated recruitment and training costs, a fee of One Hundred Thousand Dollars ($100,000) for each such employee or contractor. This provision shall apply to any employee or contractor of IBE Digital who provided services to Client during the twelve (12) months preceding such hiring or engagement. 8 4. LIMITATION OF LIABILITY: (A) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT LIMITATION, DAMAGES FOR
INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF DATA, OR
LOSS OR INCREASED EXPENSE OF USE), WHETHER IN AN ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR STRICT LIABILITY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. IBE DIGITAL SHALL NOT BE RESPONSIBLE FOR PROBLEMS THAT OCCUR AS A RESULT OF THE USE OF ANY THIRD-PARTY SOFTWARE OR HARDWARE. (B). EXCEPT FOR
GROSS NEGLIGENCE OR WILLFUL MISCONDUCT, IBE DIGITAL'S AND ITS SUBCONTRACTOR'S TOTAL
AGGREGATE LIABILITY TO CLIENT ARISING OUT OF SERVICES PERFORMED UNDER THIS SOW, REGARDLESS OF
THE LEGAL THEORY UPON WHICH SUCH LIABILITY MAY BE BASED, SHALL NOT EXCEED THE TOTAL PAYMENTS MADE BY CLIENT TO IBE DIGITAL FOR THE SERVICES IN QUESTION IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY.
5. Confidential and Proprietary Information: (a) Each party agrees that all know-how, business, technical and financial information it obtains (as a "Receiving Party") from the disclosing party (as a "Disclosing Party") constitute the confidential property of the Disclosing Party ("Confidential Information"), provided that it is identified as confidential at the time of disclosure or should be reasonably known by the Receiving Party to be Confidential Information due to the nature of the information disclosed and the circumstances surrounding the disclosure. Except as may be necessary to perform its obligations under this SOW, the Receiving Party will hold in confidence and not use or disclose any of the Disclosing Party's Confidential Information. The Receiving Party's nondisclosure obligation shall not apply to information that: (i) was known to it prior to receipt of the Confidential Information; (ii) is publicly available; (iii) is rightfully obtained by the Receiving Party from a third party; (iv) is independently developed by employees of the Receiving Party; or (v) is required to be disclosed pursuant to a regulation, law or court order. (b) Any templates, schematics, processes or technical documentation provided by IBE Digital shall be deemed Confidential Information and proprietary information of IBE Digital without any marking or further designation. Client may use such information solely for its own internal business purposes. IBE Digital shall retain all rights to the aforementioned, which shall be returned to IBE Digital upon termination of the applicable SOW. (c) IBE Digital shall maintain the confidentiality of protected health information in its possession or under its control in accordance with the Health Insurance Portability and Accountability Act of 1996, as amended by the Health Information Technology for Economic and Clinical Health Act.
6. Independent Contractor: IBE Digital and Client shall at all times be independent contractors. There is no relationship of partnership, joint venture, employment, franchise or agency created hereby between the parties.
Neither party shall have the power to bind the other or incur obligations on the other party's behalf without the other party's prior written consent.
7. Assignment: This SOW may not be assigned by either party without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. No consent shall be required where an assignment is made (i) pursuant to a merger or change of control or (ii) to an assignee of all or substantially all of the party's assets. Any purported assignment in violation of this section shall be void.
8. Complete Understanding; Modification: This SOW, as well as any applicable terms of service posted at www.ibedigital.com/terms, shall constitute the full and complete understanding and agreement between Client and IBE Digital and supersedes all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between the parties regarding the subject matter contained herein. Any waiver, modification or amendment of any provision of this SOW shall be effective only if in writing and signed by both parties.
9. Waiver and Severability: Waiver or failure by either party to exercise in any respect any right or obligation provided for in this SOW shall not be deemed a waiver of any further right or obligation hereunder. If any provision of this SOW is found by a court of competent jurisdiction to be unenforceable for any reason, the remainder of this SOW shall continue in full force and effect. 9 10. Force Majeure: Neither party shall be liable to the other for any delay or failure to perform any obligation under this SOW, except for a failure to pay fees, if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as strikes, blockade, war, terrorism, riots, natural disasters, power outages, and/or refusal of license by the government, insofar as such an event prevents or delays the affected party from fulfilling its obligations and such party is not able to prevent or remove the force majeure at reasonable cost.
11. Counterparts. This SOW may be executed in any number of counterparts and each fully executed counterpart shall be deemed an original. The parties agree (a) that facsimile or electronic signature shall be accepted as original signatures; and (b) that the SOW, or any document created pursuant to the SOW, may be maintained in an electronic document storage and retrieval system, a copy of which shall be considered an original. In any legal proceeding relating to the SOW, the parties waive their right to raise any defense based on the execution of the SOW in counterparts or the delivery of such executed counterparts by copy, facsimile, or electronic delivery.
8. Authorization and Signatures
By signing below, the authorized representatives of both parties agree to the terms, scope, and conditions set forth in this Statement of Work.
IBE Digital
Authorized Signature
Printed Name & Title
Date
City of Norwalk
Authorized Signature
Printed Name & Title
Date
1 562.921.0202
[email protected] ibedigital.com 11266 Monarch St. B, Garden Grove, CA
City of Norwalk
VMware vSphere Upgrade (ESXi &
vCenter)
To: Mike Johnson
City of Norwalk
From: Ma1 Abshire
IBE Digital
[email protected]
(562) 921-0202
Date: September 17, 2026
2 562.921.0202
[email protected] ibedigital.com 11266 Monarch St. B, Garden Grove, CA
Table of Contents
1. Purpose and Overview ........................................................................................................ 3
2. Background and Current State ..................................................Error! Bookmark not defined.
3. Scope of Work..................................................................................................................... 3
3.1 vCenter Server Upgrade.............................................................................................................. 3
3.2 ESXi Host Upgrades..................................................................................................................... 3
3.3 VMware Licensing ...................................................................................................................... 4
3.4 VMware Tools Updates............................................................................................................... 4
3.5 ValidaAon and Handoff............................................................................................................... 4
4. Assump@ons and Dependencies.......................................................................................... 4
5. Out of Scope ....................................................................................................................... 5
6. Commercial Terms............................................................................................................... 5
6.1 VMware Licensing ...................................................................................................................... 5
6.2 Invoicing..................................................................................................................................... 6
6.3 Change Order Process................................................................................................................. 6
7. General Terms and Condi@ons............................................................................................. 6
8. Investment Breakdown ....................................................................................................... 9
9. Authoriza@on and Signatures............................................................................................ 10 3 562.921.0202
[email protected] ibedigital.com 11266 Monarch St. B, Garden Grove, CA
1. Purpose and Overview
This Statement of Work (SOW) establishes the scope, deliverables, and commercial terms for IBE Digital's engagement with the City of Norwalk (hereinaEer the Client) to upgrade the City's VMware virtualizaJon plaKorm. The engagement covers upgrading the City's five (5) ESXi hosts and their vCenter Server management appliance to a current, supported release, applying VMware licensing across the hosts, and updaJng VMware Tools on all virtual machines running on the plaKorm.
The work brings the City's virtualizaJon plaKorm to a current, fully supported baseline, ensures the hosts are correctly licensed under VMware's current subscripJon model, and updates the in-guest VMware Tools across the virtual machine estate to maintain performance, stability, and supportability.
All work will be performed in coordinaJon with City of Norwalk IT staff and sequenced into controlled maintenance windows to minimize risk to producJon services.
3. Scope of Work
IBE Digital will perform the following work. All upgrade acJviJes will be sequenced to preserve virtual machine availability, using vMoJon and host maintenance mode where the cluster configraJon permits, and scheduled with City IT staff.
Phase 1: vCenter Server Upgrade
• Review the current vCenter Server version, topology, and configuraJon, and confirm the supported upgrade path to the target release
• Take a backup and snapshot of the vCenter Server appliance prior to the upgrade • Upgrade the vCenter Server appliance to the target supported release • Validate vCenter services, inventory, host connecJvity, and single sign-on following the upgrade
Phase 2: ESXi Host Upgrades
• Confirm hardware compaJbility for the target ESXi release against the vendor compaJbility guide for each of the five hosts
• Place each host into maintenance mode in sequence, migraJng running virtual machines to the remaining hosts where the cluster configuraJon permits • Upgrade each of the five (5) ESXi hosts to the target supported release 4 562.921.0202
[email protected] ibedigital.com 11266 Monarch St. B, Garden Grove, CA
• Validate host configuraJon, networking, storage connecJvity, and cluster services following each host upgrade
• Return each host to service and confirm virtual machine distribuJon across the cluster Phase 3: VMware Licensing
• Apply the City's VMware licensing to the five hosts following the upgrade and confirm each host reflects the correct licensed state in vCenter • Confirm the purchased license enJtlement covers the host core counts and apply it across the five hosts
Phase 4: VMware Tools Updates
• Update VMware Tools to the version aligned with the upgraded plaKorm on all virtual machines running on the cluster
• Sequence VMware Tools updates to accommodate reboots during agreed maintenance windows where a reboot is required
• Confirm VMware Tools reports a current and running state on each virtual machine following the update
Phase 5: ValidaCon and Handoff
• Confirm cluster health, host status, and virtual machine operaJon following compleJon of all upgrades
• Update IBE Digital's documentaJon with the upgraded plaKorm versions and licensing details for ongoing managed-services reference
• Deliver a project compleJon sign-off confirming scope compleJon
4. Assumptions and Dependencies
This SOW is predicated on the following assumpJons. Material deviaJon from these assumpJons may require a Change Order to adjust scope and/or fees. • The City of Norwalk will provide IBE Digital with administraJve access to vCenter, the ESXi hosts, and the virtualizaJon management network prior to project kickoff • The five ESXi hosts are on hardware listed as compaJble with the target ESXi release; hosts found to be incompaJble will be addressed via Change Order • The City has already purchased the required VMware licensing and support renewal through IBE Digital; that licensing will be applied to the hosts as part of this engagement (see SecJon 8)
5 562.921.0202
[email protected] ibedigital.com 11266 Monarch St. B, Garden Grove, CA
• Sufficient cluster capacity exists to place one host at a Jme into maintenance mode and migrate its virtual machines to the remaining hosts; where capacity does not permit live migraJon, brief virtual machine downJme will be scheduled during maintenance windows
• The City will maintain current, validated backups of vCenter and all virtual machines prior to the upgrade acJviJes
• IBE Digital will have the ability to schedule maintenance windows with City IT staff for host upgrades and for any VMware Tools updates that require a virtual machine reboot • All work will be performed remotely unless on-site presence is mutually agreed upon; on-site travel Jme is not included in the esJmate
5. Out of Scope
The following items are explicitly excluded from this Statement of Work and may be engaged as separate projects or Change Orders as needed:
• Procurement of addiJonal VMware licensing beyond the licensing and support renewal the City has already purchased through IBE Digital
• Server hardware upgrades, firmware or BIOS updates, or replacement of hosts found incompaJble with the target ESXi release
• Guest operaJng system upgrades or in-guest applicaJon changes beyond the VMware Tools update
• Storage array, SAN fabric, or physical network changes beyond those directly required to complete the host upgrades
• MigraJon to a different hypervisor or virtualizaJon plaKorm • Redesign of the cluster, networking, or storage architecture
6. Commercial Terms
VMware Licensing
The City has purchased its VMware licensing and support renewal through IBE Digital under VMware's current per-core subscripJon model. This licensing will be applied to the five hosts as part of the engagement, and IBE Digital will confirm that each host reflects the correct licensed state in vCenter following the upgrade. No addiJonal licensing purchase is required to complete the scope of this SOW.
6 562.921.0202
[email protected] ibedigital.com 11266 Monarch St. B, Garden Grove, CA
Invoicing
• IBE Digital will invoice the fixed professional services fee per the schedule agreed with the City.
• Invoices are due Net 30 from date of invoice.
• Any approved Change Orders will be invoiced separately from the base SOW.
6.3 Change Order Process
Scope addiJons or material changes to the assumpJons will require a wriben Change Order executed by both parJes prior to IBE Digital commicng to the addiJonal work.
7. General Terms and Conditions
By execuJng this Statement of Work, Client agrees to purchase the services designated above and further agrees that the services shall be subject to the following Terms and CondiJons of Service.
1. Fees and Payment: Client agrees to pay all fees specified in this SOW. Payment terms are net 30 days from date of invoice. Client shall be responsible for all applicable taxes arising from the services. IBE Digital may suspend service if Client has failed to pay any undisputed invoice within fiEeen (15) days of the due date. Undisputed invoices not paid by the due date may be subject to a monthly service charge which is the lesser of one and one-half percent (1.5%) per month or the highest rate allowed by law.
2. Limited Warranty: (a) IBE Digital warrants for a period of thirty (30) days following delivery (the "Warranty Period") that all services shall be performed in a professional manner in accordance with generally applicable industry standards. IBE Digital sole liability (and Client's exclusive remedy) for any breach of this warranty shall be for IBE Digital to re-perform any deficient services, or, if IBE Digital is unable to remedy such deficiency within thirty (30) days, to void the invoice for the deficient services. IBE Digital shall have no obligaJon with respect to a warranty claim: (i) if noJfied of such claim aEer the Warranty Period or (ii) if the claim is the result of third-party hardware or soEware failures, or the acJons of Client or a third party. (b) THIS SECTION 2 IS A LIMITED WARRANTY AND SETS FORTH THE ONLY WARRANTIES MADE BY IBE DIGITAL. IBE DIGITAL MAKES NO OTHER WARRANTIES, CONDITIONS OR UNDERTAKINGS,
EXPRESS OR IMPLIED, STATUTORY OR OTHERWISE, INCLUDING BUT NOT LIMITED TO
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE OR NONINFRINGEMENT. ALL SOFTWARE AND HARDWARE PROVIDED OR INSTALLED BY IBE DIGITAL HEREUNDER ARE SUBJECT EXCLUSIVELY TO THE RESPECTIVE MANUFACTURER'S WARRANTY. 7 562.921.0202
[email protected] ibedigital.com 11266 Monarch St. B, Garden Grove, CA
3. COMPENSATION FOR HIRING OTHER PARTY'S EMPLOYEES: During the term of this SOW and for a period of twelve (12) months following the terminaJon or expiraJon of this SOW, Client agrees not to directly or indirectly solicit for employment, hire, engage, or retain (whether as an employee, independent contractor, consultant, or otherwise) any employee or contractor of IBE Digital who was involved in providing services to Client under this SOW. In the event Client hires, engages, or otherwise retains the services of any such employee or contractor of IBE Digital, whether directly or indirectly (including through a third-party staffing firm or contractor), Client agrees to pay IBE Digital, as reasonable compensaJon for the loss of such personnel and associated recruitment and training costs, a fee of One Hundred Thousand Dollars ($100,000) for each such employee or contractor. This provision shall apply to any employee or contractor of IBE Digital who provided services to Client during the twelve (12) months preceding such hiring or engagement.
4. LIMITATION OF LIABILITY: (A) NEITHER PARTY SHALL BE LIABLE TO THE OTHER FOR ANY
INDIRECT, INCIDENTAL, SPECIAL, OR CONSEQUENTIAL DAMAGES (INCLUDING, WITHOUT
LIMITATION, DAMAGES FOR INTERRUPTION OF SERVICES, LOSS OF BUSINESS, LOSS OF PROFITS,
LOSS OF REVENUE, LOSS OF DATA, OR LOSS OR INCREASED EXPENSE OF USE), WHETHER IN AN
ACTION IN CONTRACT, WARRANTY, TORT (INCLUDING, WITHOUT LIMITATION, NEGLIGENCE), OR
STRICT LIABILITY, EVEN IF THE PARTIES HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LIABILITIES. IBE DIGITAL SHALL NOT BE RESPONSIBLE FOR PROBLEMS THAT OCCUR AS A RESULT OF THE USE OF ANY THIRD-PARTY SOFTWARE OR HARDWARE. (B). EXCEPT FOR GROSS
NEGLIGENCE OR WILLFUL MISCONDUCT, IBE DIGITAL'S AND ITS SUBCONTRACTOR'S TOTAL
AGGREGATE LIABILITY TO CLIENT ARISING OUT OF SERVICES PERFORMED UNDER THIS SOW,
REGARDLESS OF THE LEGAL THEORY UPON WHICH SUCH LIABILITY MAY BE BASED, SHALL NOT
EXCEED THE TOTAL PAYMENTS MADE BY CLIENT TO IBE DIGITAL FOR THE SERVICES IN QUESTION IN THE TWELVE (12) MONTH PERIOD IMMEDIATELY PRECEDING THE FIRST OCCURRENCE OF THE EVENT GIVING RISE TO SUCH LIABILITY.
5. ConfidenHal and Proprietary InformaHon: (a) Each party agrees that all know-how, business, technical and financial informaJon it obtains (as a "Receiving Party") from the disclosing party (as a "Disclosing Party") consJtute the confidenJal property of the Disclosing Party ("ConfidenJal InformaJon"), provided that it is idenJfied as confidenJal at the Jme of disclosure or should be reasonably known by the Receiving Party to be ConfidenJal InformaJon due to the nature of the informaJon disclosed and the circumstances surrounding the disclosure. Except as may be necessary to perform its obligaJons under this SOW, the Receiving Party will hold in confidence and not use or disclose any of the Disclosing Party's ConfidenJal InformaJon. The Receiving Party's nondisclosure obligaJon shall not apply to informaJon that:
(i) was known to it prior to receipt of the ConfidenJal InformaJon; (ii) is publicly available; (iii) is righKully obtained by the Receiving Party from a third party; (iv) is independently developed by 8 562.921.0202
[email protected] ibedigital.com 11266 Monarch St. B, Garden Grove, CA
employees of the Receiving Party; or (v) is required to be disclosed pursuant to a regulaJon, law or court order. (b) Any templates, schemaJcs, processes or technical documentaJon provided by IBE Digital shall be deemed ConfidenJal InformaJon and proprietary informaJon of IBE Digital without any marking or further designaJon. Client may use such informaJon solely for its own internal business purposes. IBE Digital shall retain all rights to the aforemenJoned, which shall be returned to IBE Digital upon terminaJon of the applicable SOW. (c) IBE Digital shall maintain the confidenJality of protected health informaJon in its possession or under its control in accordance with the Health Insurance Portability and Accountability Act of 1996, as amended by the Health InformaJon Technology for Economic and Clinical Health Act.
6. Independent Contractor: IBE Digital and Client shall at all Jmes be independent contractors.
There is no relaJonship of partnership, joint venture, employment, franchise or agency created hereby between the parJes. Neither party shall have the power to bind the other or incur obligaJons on the other party's behalf without the other party's prior wriben consent.
7. Assignment: This SOW may not be assigned by either party without the prior wriben consent of the other party, which consent shall not be unreasonably withheld or delayed. No consent shall be required where an assignment is made (i) pursuant to a merger or change of control or (ii) to an assignee of all or substanJally all of the party's assets. Any purported assignment in violaJon of this secJon shall be void.
8. Complete Understanding; ModificaHon: This SOW, as well as any applicable terms of service posted at www.ibedigital.com/terms, shall consJtute the full and complete understanding and agreement between Client and IBE Digital and supersedes all prior or contemporaneous negoJaJons, discussions or agreements, whether wriben or oral, between the parJes regarding the subject maber contained herein. Any waiver, modificaJon or amendment of any provision of this SOW shall be effecJve only if in wriJng and signed by both parJes.
9. Waiver and Severability: Waiver or failure by either party to exercise in any respect any right or obligaJon provided for in this SOW shall not be deemed a waiver of any further right or obligaJon hereunder. If any provision of this SOW is found by a court of competent jurisdicJon to be unenforceable for any reason, the remainder of this SOW shall conJnue in full force and effect.
10. Force Majeure: Neither party shall be liable to the other for any delay or failure to perform any obligaJon under this SOW, except for a failure to pay fees, if the delay or failure is due to unforeseen events which are beyond the reasonable control of such party, such as strikes, blockade, war, terrorism, riots, natural disasters, power outages, and/or refusal of license by the government, insofar as such an event prevents or delays the affected party from fulfilling its 9 562.921.0202
[email protected] ibedigital.com 11266 Monarch St. B, Garden Grove, CA
obligaJons and such party is not able to prevent or remove the force majeure at reasonable cost.
11. Counterparts. This SOW may be executed in any number of counterparts and each fully executed counterpart shall be deemed an original. The parJes agree (a) that facsimile or electronic signature shall be accepted as original signatures; and (b) that the SOW, or any document created pursuant to the SOW, may be maintained in an electronic document storage and retrieval system, a copy of which shall be considered an original. In any legal proceeding relaJng to the SOW, the parJes waive their right to raise any defense based on the execuJon of the SOW in counterparts or the delivery of such executed counterparts by copy, facsimile, or electronic delivery.
8. Investment Breakdown
The fixed professional services fee for the scope defined in this Statement of Work is set out below. This fee covers professional labor only; the VMware licensing and support renewal purchased separately by the City is not included in this fee.
Professional Services $10,400.00
Fixed fee for the services described in Sec2on 2
Total Project Investment $10,400.00
Sourcewell Contract # 112124-KON
10 562.921.0202
[email protected] ibedigital.com 11266 Monarch St. B, Garden Grove, CA
9. Authorization and Signatures
By signing below, the authorized representaJves of both parJes agree to the terms, scope, and condiJons set forth in this Statement of Work.
IBE Digital
Authorized Signature
Printed Name & Title
Date
City of Norwalk
Authorized Signature
Printed Name & Title
Date