HomeMy WebLinkAboutContract 43551 (2)CITV SECRETARY
(CONTRACT NO. 1�`
PROFESSIONAL SERVICES AGREEMENT
This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by
and between the CITY of FORT WORTI= (the "City"), a home rule municipal corporation situated in
portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Fernando Costa, its duly
authorized Assistant City Manager, and Presidio Networked Solutions, Inc. (the "Consultant" or
"Contractor"), a Florida Corporation and acting by and through Executive Director, its duly authorized
Jackie Arnett, each individually referred to as a "party" and collectively referred to as the "parties."
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This Agreement for Professional Services
2 Exhibit A — Statement of Work plus any amendments to the Statement of Work
3. Exhibit B — Payment Schedule
4. Exhibit C — Milestone Acceptance Form
5. Exhibit D — Network Access Agreement
6. Exhibit E — Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes.
In the event of any conflict between the documents, the terms and conditions of this Professional
Services Agreement shall control.
1. SCOPE OF SERVICES.
Consultant hereby agrees to provide the City with professional consulting services for the
purpose of procuring equipment and implementing segmentation of the Water Department's technology
network for Payment Card Industry (PCI) compliance. Attached hereto and incorporated for all
purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing
the services to be provided hereunder.
2 TERM.
This Agreement shall commence upon the date that both the City and Consultant have
executed this Agreement ("Effective Date") and shall continue in full force and effect for (1) year ("Initial
Term"), unless terminated earlier in accordance with the provisions of this Agreement. Following the
Initial Term, this Agreement shall be renewable at the option of the City for four (4) additional terms of
one year each (each a "Renewal Term"). The City shall provide Consultant with written notice of its
intent to renew at least thirty (30) days prior to the end of each term.
3. COMPENSATION.
The City shall pay Consultant an amount not to exceed 18,425.54 in accordance with the
provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated
for all purposes herein. Consultant shall not perform any additional services for the City not specified by
this 'Agreement unless the City requests and approves in writing the additional costs for such services.
The City shall not be liable for any additional expenses of Consultant not specified by this Agreement
unless the City first approves such expenses in writing.
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4. TERMINATION.
4.1. Convenience.
The City or Consultant may terminate this Agreement at any time and for any reason by
providing the other party with 30 days' written notice of termination.
4.2 Non -appropriation of Funds.
In the event no funds or insufficient funds are appropriated by the City in any fiscal
period for any payments due hereunder, City will notify Consultant of such occurrence and this
Agreement shall terminate on the last day of the fiscal period for which appropriations were
received without penalty or expense to the City of any kind whatsoever, except as to the portions
of the payments herein agreed upon for which funds have been appropriated
4.3 Breach.
Subject to Section 29 herein, either party may terminate this Agreement for breach of
duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29.
4.4 Duties and Obliaations of the Parties.
In the event that this Agreement is terminated prior to the Expiration Date, the City shall
pay Consultant for services actually rendered up to the effective date of termination and
Consultant shall continue to provide the City with services requested by the City and in
accordance with this Agreement up to the effective date of termination. Upon termination of this
Agreement for any reason, Consultant shall provide the City with copies of all completed or
partially completed documents prepared under this Agreement. In the event Consultant has
received access to City information or data as a requirement to perform services hereunder,
Consultant shall return all City provided data to the City in a machine readable format or other
format deemed acceptable to the City.
5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION.
5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has
made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's
services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of
this Agreement Consultant hereby agrees immediately to make full disclosure to the City in writing.
5.2 Confidential Information. Consultant for itself and Its officers, agents and employees, agrees that
it shall treat all information provided to it by the City as confidential and shall not disclose any such
information to a third party without the prior written approval of the City. Each party agrees to protect the
other party's Proprietary and Confidential Information to the same extent that it protects its own
Proprietary and Confidential Information.
Consultant understands and acknowledges that the City is a public entity under the laws of the State of
Texas, and as such, the following information is subject to disclosure under Chapter 552 of the Texas
Government Code, the Texas Public Information Act (the "Act") - 1) all documents and data held by the
City, including information obtained from the Consultant and 2) information held by the Consultant for or
on behalf of City that relates to the transaction of City's business and to which City has a right of access.
If the City receives a request for any documents that may reveal any of Consultant's proprietary
information under the Act, or by any other legal process, law, rule, or judicial order by a court of
competent jurisdiction, the City will utilize its best efforts to notify Consultant prior to disclosure of such
documents. The City shall not be liable or responsible in any way for the disclosure of information not
clearly marked as 'Proprietary / Confidential Information" or if disclosure is required by the Act or any
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other applicable law or court order. In the event there is a request for such information, it will be the
responsibility of Consultant to submit reasons objecting to disclosure A determination on whether such
reasons are sufficient will not be decided by the City, but by the Office of the Attorney General of the
State of Texas, or by a court of competent jurisdiction.
5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure
manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City
Information in any way. Consultant shall notify the City immediately if the security or integrity of any City
information has been compromised or is believed to have been compromised, in which event,
Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate with
the City to protect such information from further unauthorized disclosure.
6. RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3) years after final payment
under this contract, or the final conclusion of any audit commenced during the said three years, have
access to and the right to examine at reasonable times any directly pertinent books, documents, papers
and records of the consultant involving transactions relating to this Contract at no additional cost to the
City. Consultant agrees that the City shall have access during normal working hours to all necessary
Consultant facilities and shall be provided adequate and appropriate work space in order to conduct
audits in compliance with the provisions of this section. The City shall give Consultant reasonable
advance notice of intended audits.
Consultant further agrees to include in all its subcontractor agreements hereunder a provision to
the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final
payment of the subcontract, or the final conclusion of any audit commenced during the said three years
have access to and the right to examine at reasonable times any directly pertinent books documents,
papers and records of such subcontractor involving transactions related to the subcontract, and further
that City shall have access during normal working hours to all subcontractor facilities and shall be
provided adequate and appropriate work space in order to conduct audits in compliance with the
provisions of this paragraph City shall give subcontractor reasonable notice of intended audits.
7. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent
contractor as to all rights and privileges and work performed under this agreement, and not as agent
representative or employee of the City. Subject to and in accordance with the conditions and provisions
of this Agreement, Consultant shall have the exclusive right to control the details of its operations and
activities and be solely responsible for the acts and omissions of its officers, agents, servants,
e mployees, contractors and subcontractors Consultant acknowledges that the doctrine of respondeat
superior shall not apply as between the City, its officers, agents, servants and employees, and
Consultant, its officers agents, employees, servants, contractors and subcontractors. Consultant
further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise
between City and Consultant. It is further understood that the City shall in no way be considered a Co -
e mployer or a Joint employer of Consultant or any officers, agents, servants, employees or
subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants, employees or
subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall
be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its
officers, agents, servants, employees or subcontractors.
8. LIABILITY AND INDEMNIFICATION.
A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO
ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO
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THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR
INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR
EM PLOYEES.
B. INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY,
HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR
CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS
(INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY
RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND
ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
C. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at its own cost and
expense, any claim or action against the City for infringement of any patent, copyright, trade
secret, or similar property right arising from City's use of the software and/or documentation that
is provided by or through Consultant in accordance with this agreement. Consultant shall have
the sole right to conduct the defense of any such claim or action and all negotiations for its
settlement or compromise and to settle or compromise any such claim, and City agrees to
cooperate with it in doing so. City agrees to give Consultant timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto. If the software and/or
documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained
or, if as a result of a settlement or compromise, such use is materially adversely restricted,
Consultant shall, at its own expense and as City's sole remedy, either: (a) procure for City the
right to continue to use the software and/or documentation; or (b) modify the software and/or
documentation to make it non -infringing, provided that such modification does not materially
adversely affect City's authorized use of the software and/or documentation; or (c) replace the
software and/or documentation with equally suitable, compatible, and functionally equivalent non -
infringing software and/or documentation at no additional charge to City; or (d) if none of the
foregoing alternatives is reasonably available to Consultant, terminate this agreement and provide
a creditto City for the price paid to Consultant, as depreciated or amortized by an equal amount
over the lifetime of the Product or Service, as established by Consultant or a mutually agreeable
third party.
The obligations of Consultant in this Section are subject to the conditions that: (i) Consultant is provided
with written notification within fifteen business days of the date City receives any Infringement Claim, (ii)
Consultant has primary authority to conduct the defense and settlement or compromise of any
Infringement Claim provided however that Consultant shall coordinate such efforts with staff in the City's
Law Department and Risk Management Division and (iii) City reasonably cooperates in the defense of
any Infringement Claim. In addition, Consultant shall provide City with written notification within fifteen
business days of the date Consultant receives any Infringement Claim that involves any Product or
Service being used by the City or any other claim that involves or implicates the City's interests
Notwithstanding the foregoing, Consultant shall have no responsibility for Infringement Claims to the
extent arising from (i) alteration or modifications of the Product(s) and/or Service(s), (ii) the combination,
operation, or use of any Product(s) and/or Service(s) with equipment, devices, or software not supplied by
Consultant, or (iii) any use of Product and/or Services not conforming to the terms of the User Agreement
or License Agreement provided to City in connection with such Product and/or Services.
This Section states Consultant's entire liability, and City s sole and exclusive remedy, with respect to
infringement of intellectual property rights claims. The foregoing is given to City in lieu of all warranties of
non -infringement with respect to the Products and Services.
9. ASSIGNMENT AND SUBCONTRACTING.
Consultant shall not assign or subcontract any of its duties, obligations or rights under this
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Agreement without the prior written consent of the City, unless such assignment is to an affiliate or
parent in substantially the same business, then no consent shall be necessary provided, however, that
Consultant shall be required to provide the City with advance notice prior to such assignment taking
effect. If the City grants consent to an assignment, the assignee shall execute a written agreement with
the City and the Consultant under which the assignee agrees to be bound by the duties and obligations
of Consultant under this Agreement. The Consultant and Assignee shall be jointly liable for all obligations
of the Consultant under this Agreement prior to the effective date of the assignment. If the City grants
consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant
referencing this Agreement under which the subcontractor shall agree to be bound by the duties and
obligations of the Consultant under this Agreement as such duties and obligations may apply. The
Consultant shall provide the City with a fully executed copy of any such subcontract.
10. INSURANCE.
Consultant shall provide the City with certificate(s) of insurance documenting policies of the
following minimum coverage limits that are to be in effect prior to commencement of any work pursuant
to this Agreement:
10.1 Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(b) Automobile Liability
$1,000,000 Each occurrence on a combined single limit basis
Coverage shall be on any vehicle used by the Consultant, its employees, agents,
representatives in the course of the providing services under this Agreement. "Any vehicle" shall
be any vehicle owned, hired and non -owned
(c) Worker's Compensation - Statutory limits
Employer's liability
$100,000 Each accident/occurrence
$100,000 Disease - per each employee
$500,000 Disease - policy limit
This coverage may be written as follows:
Workers' Compensation and Employers' Liability coverage with limits consistent with statutory
benefits outlined in the Texas workers' Compensation Act (Art. 8308 — 1.01 et seq. Tex. Rev.
Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each
accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per
employee
(d) Technology Liability (E&O)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Coverage shall include, but not be limited to, the following:
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(i) Failure to prevent unauthorized access
(ii) Unauthorized disclosure of information
(iii) Implantation of malicious code or computer virus
Technology coverage may be provided through an endorsement to the Commercial General
Liability (CGL) policy, or a separate policy specific to Technology E&O. Either is acceptable if
coverage meets all other requirements. Any deductible will be the sole responsibility of the Prime
Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be
claims -made, with a retroactive or prior acts date that is on or before the effective date of this
Contract. Coverage shall be maintained for the duration of the contractual agreement and for two
(2) years following completion of services provided. An annual certificate of insurance shall be
submitted to the City to evidence coverage.
10.2 General Requirements
(a) The commercial general liability and automobile liability policies shall name the City as an
additional insured thereon, as its interests may appear. The term City shall include its
employees, officers, officials, agents, and volunteers in respect to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in
favor of the City of Fort Worth.
(c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be
provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of
premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort
Worth, Texas 76102, with copies to the City Attorney at the same address.
(d) The insurers for all policies must be licensed and/or approved to do business in the State of
Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating
Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk
Management. If the rating is below that required, written approval of Risk Management is
required.
(e) Any failure on the part of the City to request required insurance documentation shall not
constitute a waiver of the insurance requirement.
(f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall
be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement.
11. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS.
Consultant agrees that in the performance of its obligations hereunder, it will comply with all
applicable federal state and local laws ordinances, rules and regulations and that any work it produces
in connection with this agreement will also comply with all applicable federal, state and local laws,
ordinances, rules and regulations. If the City notifies Consultant of any violation of such laws,
ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation.
12. NON-DISCRIMINATION COVENANT.
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Consultant, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and
obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group
of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-
discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or
successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City
and hold the City harmless from such claim.
13. NOTICES.
Notices required pursuant to the provisions of this Agreement shall be conclusively determined
to have been delivered when (1) hand delivered to the other party, its agents, employees, servants or
representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3)
received by the other party by United States Mail, registered, return receipt requested, addressed as
follows:
City of Fort Worth
Attn: Fernando Costa, Assistant City Manager
1000 Throckmorton
Fort Worth TX 76102-6311
Facsimile. (817) 392-8654
With Copy to the City Attorney
At same address
14. SOLICITATION OF EMPLOYEES.
Presidio Networked Solutions, Inc.
Attn: Contracts
Address 7601 Ora Glen Drive, Suite 100
City, State, Zip Greenbelt, MD 20770
Facsimile. 817-342-2702
With Copy to. PNS
Attn: Contracts
1955 Lakeway Drive, Ste. 220
Lewisville. TX 75057
Neither the City nor Consultant shall, during the term of this agreement and additionally for a
period of one year after its termination, solicit for employment or employ, whether as employee or
independent contractor, any person who is or has been employed by the other during the term of this
agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing,
this provision shall not apply to an employee of either party who responds to a general solicitation of
advertisement of employment by either party.
15. GOVERNMENTAL POWERS/IMMUNITIES
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers or immunities.
16. NO WAIVER.
The failure of the City or Consultant to insist upon the performance of any term or provision of
this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or
Consultant's respective right to insist upon appropriate performance or to assert any such right on any
future occasion.
17. GOVERNING LAW / VENUE.
This Agreement shall be construed in accordance with the laws of the State of Texas. If any
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action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such
action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the
Northern District of Texas, Fort Worth Division.
18. SEVERABILITY.
If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,
legality and enforceability of the remaining provisions shall not in any way be affected or impaired.
19. FORCE MAJEURE.
The City and Consultant shall exercise their best efforts to meet their respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control, including, but not
limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public
enemy, fires, stakes, lockouts, natural disasters, wars, riots, material or labor restrictions by any
governmental authority, transportation problems and/or any other similar causes.
20. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only, shall not be deemed
a part of this Agreement, and are not intended to define or limit the scope of any provision of this
Agreement
21. REVIEW OF COUNSEL.
The parties acknowledge that each party and its counsel have reviewed and revised this
Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved
against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto.
22. AMENDMENTS.
No amendment of this Agreement shall be binding upon a party hereto unless such amendment
is set forth in a written instrument, which is executed by an authorized representative of each party.
23. ENTIRETY OF AGREEMENT.
This Agreement, including the schedule of exhibits attached hereto and any documents
incorporated herein by reference, contains the entire understanding and agreement between the City
and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior
or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict
with any provision of this Agreement.
24. COUNTERPARTS.
This Agreement may be executed in one or more counterparts and each counterpart shall, for all
purposes, be deemed an original, but all such counterparts shall together constitute one and the same
instrument
25. WARRANTY OF SERVICES.
Consultant warrants that its services will be of a professional quality and conform to generally
prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30)
days from the date that the services are completed. In such event, at Consultant's option, Consultant
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shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms
with the warranty, or (b) Provide a credit to the City for the nonconforming services.
26. MILESTONE ACCEPTANCE.
Consultant shall verify the quality of each deliverable before submitting it to the City for review
and approval. The City will review all deliverables to determine their acceptability and signify acceptance
by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C." If the City
rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing
the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and
resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City
accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably
withheld.
27. NETWORK ACCESS.
If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of
this section `Consultant Personnel') requires access to the City's computer network in order to provide
the services herein Consultant shall execute and comply with the Network Access Agreement which is
attached hereto as Exhibit `D" and incorporated herein for all purposes.
28. IMMIGRATION NATIONALITY ACT.
The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes
provisions addressing employment eligibility, employment verification, and nondiscrimination. Consultant
shall verify the identity and employment eligibility of all employees who perform work under this
Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain
photocopies of all supporting employment eligibility and identity documentation for all employees, and
u pon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each
e mployee who performs work under this Agreement. Consultant shall establish appropriate procedures
and controls so that no services will be performed by any employee who is not legally eligible to perform
such services. Consultant shall provide City with a certification letter that it has complied with the
verification requirements required by this Agreement. Consultant shall indemnify City from any penalties
o r liabilities due to violations of this provision. City shall have the right to immediately terminate this
Agreement for violations of this provision by Consultant.
29. INFORMAL DISPUTE RESOLUTION.
Except in the event of termination pursuant to Section 4 2, if either City or Consultant has a claim,
dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that
arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute
resolution process. The disputing party shall notify the other party in writing as soon as practicable after
discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's
specific reasons for such dispute. Within ten (10) business days of receipt of the notice, both parties shall
commence the resolution process and make a good faith effort, either through email, mail, phone conference
in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in
question that may arise out of or in connection with this Agreement. If the parties fail to resolve the dispute
within sixty (60) days of the date of receipt of the notice of the dispute, then the parties may submit the matter
to non -binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of
both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each
party shall be liable for its own expenses, including attorney's fees; however, the parties shall share
equally in the costs of the mediation If the parties cannot resolve the dispute through mediation, then either
party shall have the right to exercise any and all remedies available under law regarding the dispute.
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Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this
informal dispute resolution process, the parties agree to continue without delay all of their respective
duties and obligations under this Agreement not affected by the dispute Either party may, before or
during the exercise of the informal dispute resolution process set forth herein, apply to a court having
jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to
protect its interests.
30. SIGNATURE AUTHORITY.
The person signing this agreement hereby warrants that he/she has the legal authority to execute
this agreement on behalf of the respective party, and that such binding authority has been granted by
proper order, resolution ordinance or other authorization of the entity. This Agreement, and any
amendment(s) hereto may be executed by any authorized representative of Consultant whose name, title
and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as
Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties
and representations in entering into this Agreement or any amendment hereto.
[SIGNATURE PAGE FOLLOWS]
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10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this 22nd day of
August, 2012.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
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Fernando Costa
Assistant City Manager
Date: elso/iz
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By:
City Secr
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APPROVED AS TO FORM AND LEGALITY:
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Senior Assitant City Attorney
CONTRACT AUTHORIZATION:
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Date Approved:
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NAME OF CONSULTANT:
Presidio Networked Solutions, Inc.
Nie: Jackie Arnett
Title: Executive Direcrtor
0ate:
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. ' By:
_22 August 2012
OFFICIAL RECORD
CITY SECRETARY Revised June 2012
Ft WORTH, TX
EXHIBIT A
STATEMENT OF WORK
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11
PRES D 0.
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SOW # BWDM-FWWTR-06282012
Fort Worth Water Department/PCI Segmentation Installation
Our purpose within this Statement of Work (SOW) is to provide professional services on a best
effort basis to the City of Fort Worth Water Department (FWWTR).
This SOW defines the work that will be performed by Presidio along with a tentative work
schedule. The responsibilities of Presidio and FWWTR are contained herein as well.
Any deviations that arise during the proposed project and/or any changes to this SOW may result
in modifications to this agreement.
Scope of Services
FWWTR has requested the services of Presidio to assist with the implementation of
recommendations previously documented as part of a PCI Segmentation Design Project. Presidio
will assist FWWTR by putting together a detailed implementation plan, along with installing and
configuring a Juniper SRX240 firewall cluster and a pair of Juniper EX2200 switches. After initial
installation of the Juniper Firewalls, the security logs will be analyzed to determine if further
access lists can be put into place to limit un necessary traffic flow.
This SoW and the pricing herein were prepared based on the following requirements and the
following key assumptions. Any deviations from these assumptions that arise during the project
shall be managed through the change management procedure. Parties agree that any changes in
the assumptions may result in an adjustment in the pricing.
Primary Tasks:
➢ Develop a detailed Implementation Plan
➢ Install a pair of Juniper SRX240 firewalls
➢ Install two(2) Juniper EX2200 switches
➢ Develop configuration changes for the NetScreen 208 firewalls for DMZ 2
➢ Implementation of DMZ 2
➢ Review of 30 days worth of monitoring logs (see customer responsibility below) to
determine if additional access -lists are necessary
➢ Implement any changes from log analysis
➢ Develop as -built documentation
Customer will be responsible for the following:
➢ Access to facilities
➢ Moving necessary devices behind the Juniper SRX240 firewalls, and modifying IP
addresses where necessary
➢ Coordinating with any application vendor to determine what is necessary to re -address
an application server
➢ Making any necessary VLAN changes on the Extreme switching infrastructure
➢ Installing a syslog logging server to collect logs from the Juniper SRZ240 firewall for
future analysis
Key Assumptions
Presidio made the following assumptions when developing this SOW. These assumptions serve
as the foundation to which the project estimate, approach and timeline were developed.
Presidio Confidential 1
PRESIDIO.
H4 Stcu a in the Kn*wltc Qt
• Presidio will perform most of the Services under this SOW during normal
business hours, 8:00 a.m. to 5 00 p.m. (local time) Monday through Friday,
except Presidio holidays, unless otherwise specified.
• Some of the Services provided will be performed after hours and during
weekends. FWWTR will provide the required access to systems and resources.
Estimated Schedule
Services will be performed on the following schedule.
Project Name Estimated Start Date
PCI Segmentation Installation TBD
Completion Criteria
Presidio will have satisfied the provisions of this SOW when any of the following occurs:
•
Charges
Summary of Charges
FWWTR shall remit the following amount in accordance with this SOW.
SOW # BWDM-FVWVTR-06282012
• PCI devices are logically segmented behind the newly installed Juniper firewalls.
• Implementation of DMZ 2 on the existing NetScreen 208 firewalls.
• FWWTR notifies Presidio, in writing, that further Services are not required.
Either party terminates this SOW under the terms of the Agreement.
Labor Category Total
Professional Services Engineer $9,250
Estimated Expenses -0-
Total $9,250
Any associated Travel & Expenses will be agreed upon in advanced by client that shall include
but not limited to mileage, hotels, meals, airfare, rental car, parking fees, taxis and tolls. Actual
expenses will be invoiced.
Presidio Confidential
2
ESID!O.
Scut. tha Kw_nv"
Work Agreement
This Work Agreement is made between FWWTfd and Presidio.
FW WTR
J
By: -04 C.N�
(Authorized Signature)
(Print or Type Name)
(Title)
840/Z
(Date) (Date)
SOW # BWDM-FVWVTR-06282012
Presidio Networked Sotutt9rls, Inc.
v Y 1 i
(A hzed Signature
Jackie Arnett
(Pant or Type Name)
Executive Director
(Title)
21 August 2012
Presidio Confidential 3
EXHIBIT B
PAYMENT SCHEDULE
IT Professional Services Agreement Revised June 2012
Presidio Networked Solutions, Inc.
12
Title: Juniper
To:
City of Fort Worth, TX [IT-11th]
IT Solutions
1515 11th Avenue
Fort Worth, TX 76102
Phone:
Email:
Quote #: 11264210-01
Date: 06/25/2012
Page: 1 of 2
From: Regan Fitzpatrick
Presidio Networked Solutions
7601 Ora Glen Dr
Suite 100
Greenbelt, MD 20770
Phone: 301-313-2024
Fax: 301-313-9802
Email: rfitzpatrick@presidio.com
Account Manager: Doug Metz
# Part #
Description
Qty
Price
Ext Price
1 SRX240H
2 SVC-ND-SRX240
3 SRX240-IDP
4 EX2200-24T-4G
5 SVC-ND-EX2200-24T
16PORT SRX 240 4PIM
ROW ND 1YR NBD SUP FOR SRX240
1YR LICS F/IDP UPDATES F/ SRX
EX 2200 24PORT 10/100/1000BASET
EU EMEA ROW SUP FOR EX2200-24T
2
2
2
2
2
$2,301.60
$233.33
$986.67
$992.44
$73.73
Sub Total:
Grand Total:
$4,603.20
$466.66
$1,973.34
$1,984.88
$147.46
$9,175.54
$9,175.54
Quote #: 11264210-01
Date: 06/25/2012
Page: 2 of 2
Quote valid for 30 days from date shown above. Prices may NOT include all applicable taxes and shipping charges. All prices subject
to change without notice. Supply subject to availability.
This quotation subject to Presidio Standard Terms and Conditions as follows:
Credit Net 30 Days (all credit terms subject to prior Presidio credit department approval)
Delivery: FOB origin (FOB destination (CONUS) applicable to Federal Government Customers only) Orders shipped from a
manufacturer to Presidio at customer request for warehousing, configuration, storage or otherwise, shall be deemed to have been
shipped to customer FOB origin.
Changes to the above Terms and Conditions must be accepted in writing by Presidio Networked Solutions
Preprinted terms appearing on Customer Purchase Orders must be accepted in writing by Presidio Networked Solutions to be
applicable.
Size Business: Large; CAGE Code: OKD05; DUNS 15-405-0959; CEC: 15-506005G; Tax ID# 58-1667655
Product is warranted by the Manufacturer, not by Presidio Networked Solutions. Please consult Manufacturer for warranty terms.
Opened product is non -returnable. Unopened equipment is non -returnable after 30 days from shipment date. Presidio reserves the
right to deny RMA requests in the event the Manufacturer will not provide for an authorized return. If integration of product is performed
at a Presidio facility, transfer of ownership occurs as of inception of integration regardless of shipment terms as manufacturers will not
accept return of open product.
Please inspect equipment thoroughly against packing list before opening.
Pricing for Professional Services are best -effort estimates only. Actual pricing will be finalized as part of a mutually -agreeable
Statement of Work.
Import Clearance and Documentation - Customer shall be responsible for the Customs clearance process, where applicable, and for
obtaining any and all required license and permits as well as satisfying any formalities required to import the Products into the Territory
in accordance with all applicable laws and regulations, including but not limited to the payment of duties, taxes, surcharges, fees and
any special assessments and take all other actions required in connection with the importation and Customs clearance of Products.
Customer shall be responsible for ensuring documentation necessary for the import and Customs clearance process and
recordkeeping meets all applicable laws and regulations.
Export Controls - (i) Customer shall comply with all applicable Export Control Laws, including but not limited to the U.S. Department of
Commerce's Export Administration Regulations, in the performance of this Agreement and in the import, export, re-export, shipment,
transfer, use, operation, maintenance, repair or disposal of Products and any related parts, components accessories, know-how or
technology. "Export Control Laws" means all export control, economic sanction and antiboycott laws and regulations of the United
States and other jurisdictions, including but not limited to the U.S. Export Administration Regulations, the U.S. International Traffic in
Arms Regulations and the U.S. Department of Treasury's economic sanctions regulations. (ii) Product and any related parts,
components, accessories, know-how and technology must not be re-exported or transferred to restricted persons and sanctioned
countries designated by the U.S. Government, including Cuba, Iran, North Korea, Sudan and Syria, unless authorized in advance by
the Company and the U.S. Government. (iii) Customer acknowledge that transfers of Product and any related parts, components,
accessories, know-how and technology may be subject to the terms and conditions of an export license, license exception or other
authorization pursuant to Export Control Laws. Customer agree to comply fully with the terms of any licenses, license exceptions or
authorizations and to provide Presidio Networked Solutions access to records needed to confirm such compliance upon request. (iv)
Customer further acknowledges that certain Products may contain encryption and may be restricted for export, re-export, shipment or
transfer to government end users in certain countries.
Customer hereby authorizes and agrees to make timely payment for products
delivered and services rendered, including payments for partial shipments
r�L �ioL , e/:o/z
Custo er Signature Date
at ,I 21 August 2012
Presi io Representative Executive Director Date
EXHIBIT C
MILESTONE ACCEPTANCE FORM
Services Delivered:
Milestone / Deliverable Ref. #:
Milestone / Deliverable Name.
Unit Testing Completion Date:
Milestone / Deliverable Target Completion Date:
Milestone / Deliverable Actual Completion Date:
Approval Date:
Comments (if needed):
Approved by Consultant: Approved by City Department Director:
Signature: Signature:
Printed Name. Printed Name.
Title: Title:
Date: Date:
For Director Use Only
Contracted Payment Amount:
Adjustments, including
penalties:
Approved Payment Amount:
IT Professional Services Agreement Revised June 2012
Presidio Networked Solutions, Inc.
13
EXHIBIT D
NETWORK ACCESS AGREEMENT
The parties have previously executed a network access agreement with the same scope needed
to provide services under this Agreement. The previous access agreement shall govern network
access for this engagement.
IT Professional Services Agreement Revised June 2012
Presidio Networked Solutions, Inc.
14
EXHIBIT D
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network (collectively the
"Network"). Contractor wishes to access the City's network in order to provide an assessment of what will
be required to segment the City of Fort Worth Water Department's PCI traffic. In order to provide the
necessary support, Contractor needs access to The City of Fort Worth Water Department's LAN and
WAN.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing an assessment of what will be required to segment the City of
Fort Worth Water Department's PCI traffic. Such access is granted subject to the terms and conditions
forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic
Communications Resource Use Policy) of which such applicable provisions are hereby incorporated by
reference and made a part of this Agreement for all purposes herein and are available upon request.
3. Network Credentials. The City will provide Contractor with Network Credentials consisting of
user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor.
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is
being granted for purposes of completing services for the City pursuant to a separate contract, then this
Agreement will expire at the completion of the contracted services, or upon termination of the contracted
services, whichever occurs first. This Agreement will be associated with the Services designated below.
emr
Services are being provided in accordance with City Secretary Contract No.
Services are being provided in accordance with City of Fort Worth Purchase Order No.
Services are being provided in accordance with the Agreement to which this Access Agreement
is attached.
No services are being provided pursuant to this Agreement.
4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
annually if the following conditions are met:
4.1 Contracted services have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the
Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require Network credentials on an annual basis Failure to adhere to this requirement may result in denial
of access to the Network and/or termination of this Agreement.
5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City -assigned user Ds and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City s Network in order to ensure
Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
employees or representatives, of this Agreement and any other written instructions or guidelines that the
City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny
Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
remedies that the City may have under this Agreement or at law or in equity.
5 1 Notice to Contractor Personnel — For purposes of this section, Contractor Personnel shall
Professional Services Agreement Revised October 2011
Presidio Networked Solutions, Inc.
14
include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be
responsible for specifically notifying all Contractor Personnel who will provide services to the City under
this agreement of the following City requirements and restrictions regarding access to the City's Network:
(a) Contractor shall be responsible for any City -owned equipment assigned to Contractor
Personnel, and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally -
owned computer equipment to the City's Network
(c) Contractor Personnel shall protect City -issued passwords and shall not allow any third
party to utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations regarding
public information
Contractor Personnel shall not copy or duplicate electronic information for use on any
non -City computer except as necessary to provide services pursuant to this Agreement
All network activity may be monitored for any reason deemed necessary by the City
A Network user ID may be deactivated when the responsibilities of the Contractor
Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate
this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon
termination of this Agreement Contractor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Contractor, its
officers, agents, servants, employees and/or representatives to access the City's Network.
7. Information Security. Contractor agrees to make every reasonable effort in accordance with
accepted security practices to protect the Network credentials and access methods provided by the City
from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of
a breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Contractor -owned equipment that contains City -provided access software, termination
or resignation of officers, agents, servants, employees or representatives with access to City -provided
Network credentials and unauthorized use or sharing of Network credentials.
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By:
Femando Costa
Assistant City Mapager
Date: G/d/441
ATTESTt
By: 1 Al
tkcI9 kc City Secretary
APPROVED AS TQ FORM
By
Assistant City Attorney
M & C: none reauired
Professional Services Agreement
Presidio Networked Solutions, Inc.
PRESIDIO NETWORKEDSOLUTI NS, INC.
p.�'atl:q By: ' .4Y JL i,Q
pQ� O r lztti Na ► _ : Jackie Arnett
a r F000000aisi tz T• _Executive Director
,cr • � ° a0��� 6 June 2012
ta Pi
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ovBrdd //214-4221.
ooa0000 a i �
ame. Ara- G. 4 r n e.tt
TEXD„sa0' Title: AcI-n iM
D LEGALITY:
4
•
OFFICIAL RECORD
CITY SECRETARY
! FT. WORTH, TX ; Revised October2011
I5
EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
Full Legal Name of Company: Presidio Networked Solutions, Inc.
Legal Address: 7601 Ora Glen Drive, Suite 100, Greenbelt, MD 20770
Services to be provided: To provide the City with professional consulting services for the purpose of
procuring equipment and implementing segmentation of the Water Department's technology network for
Payment Card Industry (PCI) compliance.
Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals
and/or positions have the authority to legally bind the Company and to execute any agreement,
amendment or change order on behalf of Company. Such binding authority has been granted by proper
order, resolution ordinance or other authorization of Company. The City is fully entitled to rely on the
warranty and representation set forth in this Form in entering into any agreement or amendment with
Company. Company will submit an updated Form within ten (10) business days if there are any changes
to the signatory authority. The City is entitled to rely on any current executed Form until it receives a
revised Form that has been properly executed by the Company.
1. Name. Jackie Arnett
Pos'. ion: Executiveirector
7 Sig ature
2. ► . me.
Position:
S ignature
N ame.
Position:
S ignature
N ame. Rudy sasola
S ignature •f President / CEO
Other Title:
Date: 22 August 2012
IT Professional Services Agreement Revised June 2012
Presidio Networked Solutions, Inc.
15