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Assurance-Tax•Advisory
CITY May 20,2019 ����0�� � C�TRACT NO.-
5a373
Ms.Susan Alanis G\`yOS�GQ
Assistant City Manager
City of Fort Worth
200 Texas Street
Fort Worth,TX 76102
Dear Ms. Alanis:
We look forward to the opportunity to provide Payment Card Industry (PCI) Data Security
Standard (DSS)Self-Assessment Questionnaire (SAQ) D readiness and consulting services to City of
Fort Worth ("the City").This letter is to confirm our engagement to provide PCI DSS SAQ-D readiness
and consulting, including scoping, services; and to set the scope, responsibilities, timing and fee
arrangements. This engagement will be executed under Weaver's cooperative purchasing
agreement through the State of Texas Department of Information Resources (DIR), contract
number DIR-TSO-3877. Your IT Advisory Partner will be Brian Thomas.
Scope of Services
We will perform professional services that will assist the City in meeting its PCI DSS objectives. We
will remain independent throughout the engagement and will not perform management
functions, make management decisions or act or appear to act in a capacity equivalent to that
of an employee, outside of the PCI DSS consulting role you have directed us to perform. We will
work closely with management personnel, as needed, to provide guidance or advice on PCI DSS
related matters. Our services will be conducted in accordance with Statements of Standards for
Consulting Services issued by the AICPA Management Consulting Services Executive Committee.
This engagement is not to perform an audit of the financial statements of the City and we will not
express an opinion or any other form of assurances on them. Our engagement cannot be relied
on to disclose errors, fraud, or other illegal acts that may exist within the City. However, we will
inform you of any such matters that come to our attention. We will not provide a report of our
findings unless otherwise discussed and agreed upon.
Functions and Responsibilities
The purpose of our engagement is to advise you in PCI DSS related matters as needed to aid the
City in achieving its business and risk management objectives. Management is responsible for
establishing and monitoring a system of internal control and the security of its systems.Additionally, { � y
management is responsible for approving the scope of our services and for evaluating and
approving the adequacy of our plan, the procedures to be performed, evaluating the findings i ex
and recommendations resulting from our procedures and the actions,if any, necessary to respond
to the findings and recommendations. 3
The City is also responsible for management decisions and functions; for designated an individual V LL
with suitable skill, knowledge, or experience, to oversee our services and any other non-attest
services we may provide; and for evaluating the adequacy and results of those services and
accepting responsibility for them.
Weaver and Tidwell, I.L.P.
2821 West 7th Street,Suite 700 ( Fort Worth,Texas 76107
Main:817.332.7905 1 Fax:817.429.5936
CPAs AND ADVISORS I WEAVER.COM
Ms. Susan Afanis
City of Fort Worth
May 14, 2019
Page 2
Timing and Delivery of Services
The services defined in the scope will start upon execution of this agreement and will be
performed in June and July 2019. We will conduct our procedures at your local office in Fort
Worth, Texas and from our offices. We will, at all times, coordinate the location of our work with
your staff to provide the least disruption of the City's day-to-day operations.
All information concerning the business, customers, products, processes and trade secret
information of City and City's client ("Confidential Information") disclosed to us during the course
of our work under this scope is confidential to City, shall be used by us for the sole purpose of
performing the services and shall be disclosed to our employees on a need to know basis and
shall not be disclosed by us to any third party without the prior written consent of City. All
Confidential Information shall remain the property of City (or City's client, as the case may be)
and shall be deemed to have been entrusted to us only for the limited purposes of performing
work pursuant to this Agreement, and we will not, without the prior written consent of City use,
reproduce or copy, or permit the use, reproduction or copying of any Confidential Information;
provided, however, that we may make adequate reproductions and copies for the purpose of
carrying out the audit. All Confidential Information received or created by us and any
reproductions or copies thereof made by us shall be delivered to City at any time prior to
termination of this Agreement at the request of City and shall be delivered to City immediately
upon termination of this Agreement. Nothing contained in this Agreement or in any disclosures
made by City under it shall be construed as granting us any license or other rights of City in or to
Confidential Information or under any copyright or patent which has been or may in the future be
issued with respect to Confidential Information.
Accordingly, we maintain internal policies, procedures and safeguards to protect the
confidentiality of your company and personal information. In addition, we will secure
confidentiality agreements with all service providers to maintain the confidentiality of your
information and we will take reasonable precautions to determine that they have appropriate
procedures in place to prevent the unauthorized release of your confidential information to
others. Furthermore, the firm will remain responsible for the work provided by any such third-party
service providers
Dispute Resolution
In the unlikely event that circumstances occur which we in our sole discretion believe could create
a conflict with either the ethical standards of our firm or the ethical standards of our profession in
continuing our engagement, we may suspend our services until a satisfactory resolution can be
achieved or we may resign from the engagement. We will notify you of such conflict as soon as
practicable, and will discuss with you any possible means of resolving them prior to suspending
our services.
The hiring of or potential employment discussions with any of our personnel could impair our
independence. Accordingly, you agree to inform the engagement partner prior to any such
potential employment discussions taking place.
Ms.Susan Alanis
City of Fort Worth
May 14, 2019
Page 3
Both of us agree that any dispute between you and Weaver and Tidwell, L.L.P., arising from the
engagement,this agreement, or the breach of it, may, if negotiations and other discussion fail be
first submitted to mediation in accordance with the provisions of the Commercial Mediation Rules
of the American Arbitration Association (AAA) then in effect. Both of us agree to conduct any
mediation in good faith and make reasonable efforts to resolve any dispute by mediation. We
agree to conduct the mediation in Fort Worth, Texas or another mutually agreed upon location.
The prevailing party in any litigation shall be entitled to recover from the other party court costs
and reasonable attorneys' and expert witness fees incurred in the litigation in addition to any other
relief that may be awarded.
If any term of this engagement letter is declared illegal, unenforceable, or unconscionable, that
term shall be severed and the remaining terms of the engagement letter shall remain in force.
Both of us agree that the Court should modify any term declared to be illegal, unenforceable, or
unconscionable in a manner that will retain the intended term as closely as possible. If a dispute
arising from the engagement or from this agreement or any term of it or any alleged breach of it
is submitted to a Court for interpretation or adjudication, both of us irrevocably waive the right to
trial by jury and agree that the provisions of this engagement letter regarding damages,attorneys'
fees, and expenses shall be applied and enforced by the Court.
During the course of the engagement,we may communicate with you or with your personnel via
fax or email, and you should be aware that communication in those mediums contains a risk of
misdirected or intercepted communications.
Fees for Services
Our fees for the PCI DSS SAQ-D readiness and consulting,including scoping,services will be based
upon our actual time incurred at the agreed upon fee of $19,500. All hours and work schedules
will be coordinated with management to ensure the goals of the City are achieved. If significant
additional time is necessary, we will keep you informed of any problems we encounter and our
fees may be adjusted accordingly. We make the following assumptions in performing the
engagement:
1. Weaver will not issue a PCI Report on Compliance (ROC) for the City.
2. Weaver will not issue a PCI Attestation of Compliance (AOC) for Self-Assessment
Questionnaire (SAQ) D for the City.
3. Procedures to evaluate remediation efforts or re-performance of procedures for failed PCI
requirements will be subject to additional fees and based on scheduling constraints.
Our fees will be billed as work progresses. Payment for our services is due upon receipt of our
invoices. For bills not paid within 60 days of the billing date, a late charge will be added to the
outstanding balance. The late charge will be assessed at .5% on the unpaid balance per month.
It is understood that neither our fees nor the payment thereof will be contingent upon the results
of our services.
Ms. Susan Alanis
City of Fort Worth
May 14, 2019
Page 4
We appreciate the opportunity to be of service to you and believe this letter accurately
summarizes the significant terms of our engagement.If you have any questions,please let us know.
If you agree with the terms of our engagement as described in this letter, please sign the enclosed
copy and return it to us.
Sincerely,
L.cJD.Cr.GcP�i u4 J wo, p , P
WEAVER AND TIDWELL, L.L.P.
RESPONSE:
The services described in this letter are in accordance with our agreement.The terms described
are acceptable to me and are hereby agreed to.
Accepted by:
City of Fort Worth
Officer signature:_
Title: Su"n Date:
s
Attested by
Mary J. Kay r, i Secretary ,
a
Jc� B• Strong, ista t C�lty A ftornC3'
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX
Weaver and Tidwell,LLP Letter of Engagement for PCI Readiness
Contract Compliance Manager:
By signing I acknowledge that I am the person responsible
for the monitoring and administration of this contract, including
ensuring all performance and reporting requirements.
Z—'6
S eve Streiffert
Assistant Director, IT Solutions Department
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH,TX