HomeMy WebLinkAboutContract 35522 CITY SECRETARY
SON TRACT NO. _
MASTER PROFESSIONAL SERVICES AGREEMENT
This MASTER PROFESSIONAL SERVICES AGREEMENT("Agreement")effective as of
June 1,2006 is made and entered into by and between the CITY OF FORT WORTH(the"City"or
"Customer"), a home rule municipal corporation situated in portions of Tan-ant, Denton and Wise
Counties, Texas, acting by and through Richard Zavala, its duly authorized Assistant City Manager,
with its principal place of business at 1000 Throckmorton, Fort Worth Texas 76102 and NETIQ
CORPORATION ("Consultant" or "Netl[Q') a Delaware corporation, with its principal place of
business at 1650 Technology Drive,San Jose,CA 95110.
L SCOPE OF SERVICES.
This Agreement sets forth the terms and conditions under which Consultant hereby agrees to
provide the City with professional services in connection with City's implementation or use of certain
software licensed by Customer from NetIQ. Attached hereto and incorporated for all purposes incident
to this Agreement is the Statement of Work,Exhibit"A"describing the Scope of Work.This format of
Exhibit A will be used for applicable engagements to provide Professional Services under this
Agreement to the City by Consultant.. In order to provide the services listed in Exhibit"A,"Consultant
requires access to the City's network. The City is willing to grant access to the network under the terms
and conditions as specified in this agreement,and in the Limited Access Agreement,which is attached
as Exhibit "B" and hereby incorporated into this agreement for all purposes. NetIQ shall not be
responsible for delays in performing Services due to City's failure to provide access or due to City-
imposed or government-imposed security requirements. For after-hours Services, a City representative
must be available to provide entry and secure the premises after completion of the Services.
1.1 Services Available. The "Services" provided hereunder shall be the professional
services set forth in a schedule, in a form then authorized by NetIQ, or in a purchase order accepted by
Net1Q, in each instance by which Customer orders Services ("Order Document"), and a project
authorization or statement of work ("Statement of Work") referencing this Agreement, and may
include, but are not limited to, assessment, planning, software installation, software implementation,
software integration, training, and web-based training. The Services provided hereunder do not include
any specially commissioned work or other material intended to be owned by Customer, except as may
otherwise be agreed to in a Statement of Work, in an amendment to this Agreement or in a separate
written agreement between the Parties.
1.2 Affiliates. "Affiliate" means any corporation, company or other entity more than fifty
percent (50%) of whose voting shares or outstanding capital stock is owned or controlled, directly or
indirectly, by the Named Entity and that is authorized by the Named Entity to enter into Statements of
Work and place Order Documents under this Agreement. Such entity shall be deemed to be an
"Affiliate"only so long as such relationship with the Named Entity exists and it is so authorized by the
Named Entity. The Named Entity shall notify NetIQ in writing of the identity of its Affiliates and shall
be jointly and severally liable for such Affiliate's performance of its obligations under this Agreement.
1.3 Statement of Work. NetIQ agrees to perform or to have performed by its authorized
subcontractors,the Services described in each Statement of Work. Each Statement of Work will become
part of this Agreement if mutually agreed to by the Parties, and shall contain a description of the
Services, deliverables and any additional terms and conditions specific to the Statement of Work.
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CH—NetlQ MPSA v5 6.21.06 to City of Fort Worth
MASTER PROFESSIONAL SERVICES AGREEMENT
This MASTER PROFESSIONAL SERVICES AGREEMENT("Agreement")effective as of
June 1,2006 is made and entered into by and between the CITY OF FORT WORTH(the"City"or
"Customer"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise
Counties, Texas, acting by and through Richard Zavala, its duly authorized Assistant City Manager,
with its principal place of business at 1000 Throckmorton, Fort Worth Texas 76102 and NETIQ
CORPORATION ("Consultant" or "NetIQ') a Delaware corporation, with its principal place of
business at 1650 Technology Drive,San Jose,CA 95110.
1. SCOPE OF SERVICES.
This Agreement sets forth the terms and conditions under which Consultant hereby agrees to
provide the City with professional services in connection with City's implementation or use of certain
software licensed by Customer from NetIQ. Attached hereto and incorporated for all purposes incident
to this Agreement is the Statement of Work,Exhibit"A"describing the Scope of Work.This format of
Exhibit A will be used for applicable engagements to provide Professional Services under this
Agreement to the City by Consultant.. In order to provide the services listed in Exhibit"A,"Consultant
requires access to the City's network. The City is willing to grant access to the network under the terms
and conditions as specked in this agreement,and in the Limited Access Agreement,which is attached
as Exhibit "B" and hereby incorporated into this agreement for all purposes. NetIQ shall not be
responsible for delays in performing Services due to City's failure to provide access or due to City-
imposed or government-imposed security requirements. For after-hours Services, a City representative
must be available to provide entry and secure the premises after completion of the Services.
1.1 Services Available. The "Services" provided hereunder shall be the professional
services set forth in a schedule, in a form then authorized by NetIQ,or in a purchase order accepted by
NetlQ, in each instance by which Customer orders Services ("Order Document"), and a project
authorization or statement of work ("Statement of Work") referencing this Agreement, and may
include, but are not limited to, assessment, planning, software installation, software implementation,
software integration, training, and web-based training. The Services provided hereunder do not include
any specially commissioned work or other material intended to be owned by Customer, except as may
otherwise be agreed to in a Statement of Work, in an amendment to this Agreement or in a separate
written agreement between the Parties.
1.2 Affiliates "Affiliate" means any corporation, cornpany or other entity more than fifty
percent (50%) of whose voting shares or outstanding capital stock is owned or controlled, directly or
indirectly, by the Named Entity and that is authorized by the Named Entity to enter into Statements of
Work and place Order Documents under this Agreement. Such entity shall be deemed to be an
"Affiliate"only so long as such relationship with the Named Entity exists and it is so authorized by the
Named Entity. The Named Entity shall notify NetIQ in writing of the identity of its Affiliates and shall
be jointly and severally liable for such Affiliate's performance of its obligations under this Agreement.
1.3 Statement of Work. NetIQ agrees to perform or to have performed by its authorized
subcontractors,the Services described in each Statement of Work. Each Statement of Work will become
part of this Agreement if mutually agreed to by the Parties, and shall contain a description of the
Services, deliverables and any additional terms and conditions specific to the Statement of Work.
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Customer is not obligated to order any Services and NetIQ is not obligated to accept any orders for
Services unless a Statement of Work has been accepted by NetIQ.
1.4 Customer Contacts. Customer shall designate a single individual to serve as its primary
contact for each service engagement identified in a Statement of Work. Such individual shall be
reasonably available to assist and support the NetIQ personnel performing the Services. Customer shall
be responsible for providing NetIQ with advance notice in writing of any reassignment or change to its
primary contact.
1.5 Order Documents. Unless otherwise agreed in writing by the Parties, Customer will
submit with the execution of each Statement of Work,an Order Document for the full amount of the Fees
(defined in Section 2.1 below) due under the Statement of Work. Each such Order Document will
authorize the charges for the corresponding Statement of Work. Unless otherwise agreed in writing by
the Parties, NetIQ shall not be required to perform any Services under a Statement of Work in excess of
the total number of hours or dollars authorized under the corresponding Order Document.
1.6 Service Performance. With the exception of web-based training, NetIQ shall not be
obligated to provide Services unless (i) the Services are scheduled within six (6) months after NetIQ's
receipt of the Order Document,and(ii)the Services are commenced within nine(9)months after NetIQ's
receipt of the Order Document. NetIQ's obligation to deliver web-based training expires ninety (90)
days after Customer's purchase.
1.7 Work Schedule. NetIQ will perform Services based on a schedule mutually agreed upon
between NetlQ and Customer. Any Services performed at Customer's premises will be performed during
Customer's regular working hours, Monday through Friday (excluding holidays), unless otherwise
agreed in the Statement of Work. Unless services are perforated pursuant to all emergency situation, a
"day" is equal to eight (8) hours of Services and any Service hours in excess of eight (8) will be
considered and billed as additional hours of performance at$375.00 per hour
I 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 until terminated in
accordance with the provisions of this Agreement or when the City provides Consultant with written
notice that Consultant has fulfilled its obligations under this Agreement and that Consultant's services
are no longer required.
3. COMPENSATION;FEES;INVOICES:TAXES:SUSPENSION OF WORK,
The City shall pay Consultant an amount set forth in the applicable Statement of Work(SOW)
in accordance with the provisions of this Agreement. 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.
3.1 Fees, Invoices. As consideration for the performance of Services, Customer shall pay
NetIQ the amount agreed upon in the Order Document and referenced in the Statement of Work
("Fees'j. NetIQ will invoice Customer in advance if a block of time is purchased by Customer, or if
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mutally agreed to by the parties,monthly as Services are performed. Any additional charges agreed upon
in an Order Document and referenced in the Statement of Work will be invoiced separately as Services
are performed. Each invoice shall be due and payable within thirty(30) days from the date of invoice.
All Fees are non-refundable. If an engagement is cancelled by Customer within seven (7) days of the
Projected Start Date, Customer shall be assessed a cancellation penalty of 1$4,000.00 or as otherwise
agreed to in a Statement of Work or Product Schedule,in addition to any travel related fees and penalties.
For purposes of this agreement, Projected Start Date shall mean the scheduled start date of a Services
engagement as indicated in the applicable Statement of Work.
3.2 Taxes. The Fees specified in a Statement of Work do not include taxes, duties or other
similar government charges. City of Fort Worth will provide Consultant with a tax
exempt verification document prior to ordering services.
3.3 Suspension of Work. NetIQ may suspend its performance if Customer is delinquent in
the payment of any invoice and fails to cure such delinquency within five (5) business
days following notice thereof.
4. OWNERSHIP OF WORK PRODUCT;LICENSE
4.1 Ownership of Work Product. For purposes of this Agreement, "Work Product" shall
include, without limitation, all designs, discoveries, creations, works, devices, masks, models, work in
progress, deliverables, inventions, products, computer programs in object or source code, procedures,
improvements, developments,drawings,notes, documents,information and materials made,conceived or
developed by Net1Q, alone or with others, which result from the Services performed hereunder. Work
Product excludes Customer's pre-existing proprietary business information and the results of any
compilation thereof that are used in or result from Services, and such Customer information or
compilation shall retrain the sole property of Customer. NetIQ shall be the sole and exclusive owner of
all right,title,and interest in and to all Work Product including all associated intellectual property rights
and moral rights therein.
4.2 License Grant to Customer. NetIQ hereby grants Customer a worldwide, perpetual
(subject to termination for Customer's material breach), non-exclusive, non-transferable (except as
allowed by Section 12 "Assignment"), non-assignable license to use any Work Product provided to
Customer under this Agreement, solely in connection with Customer's use of the results of the Services
and NetIQ software.
S. TERMINATION.
5.1 Termination for Cause. Either Party may terminate this Agreement or a Statement of
Work upon written notice given to the other Party, if the other Party materially breaches this Agreement
and fails to cure such breach within thirty (30) days following receipt of written notice describing the
breach. In the event of termination of this Agreement by Customer for NetIQ's material breach,
Customer shall be liable only for payment for Services rendered through the termination date, and shall
receive from NetIQ a pro-rats refund of any unused prepaid Fees.
5.2 Termination by Either Patty for Insolvency or Bankruptcy. Either Party may terminate
this Agreement or a Statement of Work by written notice given to the other party, if the other Party
becomes insolvent; applies for or consents to the appointment of a trustee,receiver, or other custodian;
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makes a general assignment for the benefit of its creditors; initiates any bankruptcy, debt arrangements,
or other case or proceeding under any bankruptcy or insolvency law; or becomes subject to any
dissolution or liquidation proceedings acquiesced to by such Party or not dismissed after sixty(60)days.
5.31ermination for Convenience. Either Party may terminate this Agreement, without cause,on
thirty (30) days' written notice. A termination of this Agreement for convenience shall not affect any
accepted Statement of Work then in process, and the terms and conditions of this Agreement will
continue to apply to such Statement of Work. In event of termination pursuant to this provision,
Customer shall be liable only for payment for services rendered through the effective date of the
termination.
5.4 Effect of Termination: Survival. Termination of this Agreement or any Statement of
Work shall not limit either Party from pursuing other remedies available to it,including injunctive relief,
nor shall such termination or expiration relieve Customer from its obligation to pay all Fees that have
accrued or are otherwise owed by Customer under any Statement of Work.Except as provided in Section
5.1 ("Termination for Cause'), no refund shall be be due from NetIQ for any unused prepaid fees. The
following sections will survive expiration or termination of this Agreement: 3. ("Fees;Invoices;Taxes;
Suspension of Work"), 4 ('Ownership of Work Product; License') (except that the license grant to
Customer will not survive termination for cause by NetIQ); 5.4 ("Effect of Termination; Survival"); 6
("Warranties and Warranty Exclusions"), 7 ("Confidentiality'), 10 ("Limitation of Liability"). 18
("Non-Solicitation', 13('Z,egal and Export Compliance"), and 20("Miscellaneous").
6. WARRANTIES AND WARRANTY EXCLUSIONS
6.1 Services Limited Warranty. NetIQ warrants that its Services will be of a professional
quality and conform to generally prevailing industry standards. Customer 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 NetIQ's option, NetIQ shall either (a) use commercially reasonable efforts to re-perform the
Services in a manner that conforms with the warranty, or (b) refund to Customer the Fees paid by
Customer to NetIQ for the nonconforming Services. The foregoing shall constitute the exclusive remedy
of Customer,and NetIQ's sole liability,with respect to any breach of this Section 6.1.
6.2 Warranties Exclusive. TO THE FULL EXTENT ALLOWED BY LAW, THE
FOREGOING WARRANTIES AND REMEDIES ARE EXCLUSIVE AND ARE IN LIEU OF ALL
OTHER WARRANTIES, TERMS, OR CONDITIONS, WHETHER EXPRESS, IMPLIED, OR
STATUTORY, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND QUALITY OF
SERVICE, ALL OF WHICH ARE EXPRESSLY DISCLAMIED. NO WARRANTIES SHALL ARISE
UNDER THIS AGREEMENT FROM COURSE OF DEALING OR USAGE OF TRADE.
7. CONFIDENTIALITY
7.1 Confidential Information. Each Party may have access under this Agreement to
information that is confidential to the other Party ("Confidential Information"). The City
acknowledges that consultant considers information confidential that is clearly identified in writing at the
time of disclosure as confidential as well as any information that, based on the circumstances under
which it was disclosed, a reasonable person would believe to be confidential. Confidential Information
shall include. but not be limited to, formulas, methods, know how, processes, designs, new products,
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developmental work, marketing requirements, marketing plans, customer names, prospective customer
names, the terns and pricing under this Agreement, and the results of any comparative or other
benchmarking tests with respect to Netigs software,in each case regardless of whether such information
is identified as confidential. Confidential Information includes all information received from third
parties that either Party is obligated to treat as confidential and oral information that is identified by
either Party as confidential.
7.2 Exceptions. A Party's Confidential Information shall not include information that (i) is
or becomes a part of the public domain through no act or omission of the other Party;(ii)was in the other
Party's lawful possession prior to the disclosure and had not been obtained by the other Party, either
directly or indirectly, from the disclosing Party; (iii) is lawfully disclosed to the other Party by a third
Party without restriction on disclosure; or(iv)is independently developed by the other Party without use
of or reference to the Parry's Confidential Information. In addition, this Section 7 will not be construed
to prohibit disclosure of Confidential Information to the extent that such disclosure is mandatory and
applicable as required by law, specifically the Texas Government Code Chapter 552,or valid order of a
court or other governmental authority;provided, however, that the responding Party shall first have given
notice to the other Party to enable the disclosing Party to seek a protective order or take other appropriate
action. Notwithstanding the foregoing, Consultant's Confidential Information, proprietary information
and trade secrets are deemed as such to the maximum possible extent allowed by law.
7.3 Restrictions. Subject to Section 7..2, unless otherwise required by applicable law valid
court order,Attorney General Ruling, or other governmental authority, a Party shall not make the other
Parry's Confidential Information available in any form to any third party or use each other's Confidential
Information for any purpose other than in the performance of this Agreement. Each Party shall take all
reasonable steps to ensure that the other Patty's Confidential Information is not disclosed or used by its
employees or agents in breach of this Agreement. To the extent required by law,each Party shall hold
the other Parry's Confidential Information in confidence during the Term of this Agreement and for a
period of five(5)years thereafter. Each Party acknowledges and agrees that,due to the unique nature of
Confidential Information, there can be no adequate remedy at law for breach of this Section 8 and that
such breach would cause irreparable harm to the non-breaching Party;therefore, the non-breaching Party
shall be entitled to seek immediate injunctive relief,in addition to whatever remedies it might have at law
or under this Agreement.
7.4 Return of Confidential Information. Upon the written request of the disclosing Party,or
upon the expiration or termination of this Agreement,the receiving Party shall promptly return all copies
of the disclosing Party's Confidential Information,in whatever form or media,to the disclosing Party or,
at the direction of disclosing Patty,destroy the same;except that Customer may retain any Confidential
Information that constitutes Work Product unless the license granted to Customer to use the Work
Product has been terminated. The receiving Party shall certify in writing to the disclosing Party such
return or destruction within ten(10)days thereafter.
7.5
Disclosure of Conflicts and Confidential Information. Consultant hereby represents to
the
City that consultant has made full disclosure in writing to any existing or potential conflicts of interest
actually known by Consultant at the Effective Date of this Agreement which are related to Consultants
services and proposed services and proposed services with respect to the Scope of Services. In the event
that any conflicts of interest arise and are actually known by Consultant after the Effective Date of this
Agreement,consultant hereby agrees to promptly as practicable make full disclosure to the City in
writing. Consultant,for itself and its officers,agents and employees,further agrees that it shall treat all
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information provided to it by the City that is deemed Confidential Information as confidential and shall
not disclose any such information to a third party without the prior written approval of the City.
& RIGHT TO AUDIT.
Consultant agrees that the City shall, until the expiration of three (3)years after final payment
under this contract, 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.
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, 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.
9. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Consultant shall operate as an independent contractor
as to all rights and privileges granted herein, 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, employees, 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.
10. LIMITATION OF LIABILITY
10.1 Indirect Damages. EXCEPT FOR DAMAGES RESULTING FROM A BREACH OF
SECTION 7 ("CONFIDENTIALITY"), TO THE FULL EXTENT ALLOWED BY LAW THE
PARTIES EXCLUDE ANY LIABILITY, WHETHER BASED IN CONTRACT, TORT (INCLUDING
NEGLIGENCE), OR ANY OTHER LEGAL THEORY, FOR INCIDENTAL, CONSEQUENTIAL,
INDIRECT,SPECIAL OR PUNITIVE DAMAGES OF ANY KIND,OR FOR LOSS OF REVENUE OR
PROFITS, LOSS OF BUSINESS, LOSS OF INFORMATION OR DATA, OR ANY OTHER
DAMAGES THAT ARE NOT DIRECT, ARISING OUT OF OR IN CONNECTION WTTH THIS
AGREEMENT OR THE PERFORMANCE OR BREACH HEREOF, EVEN IF THE PARTY HAS
BEEN ADVISED OF THE POSSIBILITY THEREOF.
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10.2 Limitation on Damages. EXCEPT FOR DAMAGES RESULTING FROM A BREACH
OF SECTION 7 ("CONFIDENTIALTTY"), EACH PARTY'S MAXIMUM LIABILITY TO THE
OTHER PARTY FOR DAMAGES HEREUNDER SHALL NOT EXCEED THE AMOUNT PAID OR
PAYABLE TO NETIQ UNDER THE STATEMENT OF WORK GIVING RISE TO THE CLAIM TO
THE FULL EXTENT ALLOWED BY LAW.
11. INDEMNIFICATION
NetIQ (the "Indemnifying Party") shall indemnify, defend, and hold harmless the City and its
respective officers, directors, employees, agents, representatives, successors and assigns (the
"Indemnified Party'),from and against any claim,action or suit brought by a third patty against the City
directly resulting from any alleged grossly negligent acts or omissions or willful misconduct of NetIQ as
related to obligations under this Agreement. NetIQ shall be responsible for all costs,damages, liabilities
and expenses (including reasonable attorneys' fees) finally awarded against the City by a court of
competent jurisdiction or agreed to in written settlement signed by Indemnified Patty as a result of any
such claim,action,or suit..
NetIQ agrees to defend, settle, or pay, at its own cost and expense, (including reasonable
attorneys' fees) any claim or action brought by a third party against Customer for direct infringement of
any United States patent,copyright,trade secret, or similar property right arising from Customers use of
the Products in accordance with this Agreement and NetIQ's Documentation and finally awarded against
the City by a court of competent jurisdiction or agreed to in written settlement signed by Indemnified
Party as a result of any such claim,action or suit. NetIQ 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 Customer agrees to cooperate with it in doing so. Customer agrees to
give NetIQ timely written notice of any such claim or action, with copies of all papers Customer may
receive relating thereto and other reasonable and necessary information requested by NetIQ. If the
Products or any part thereof are 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,NetIQ shall,at NetIQ's
option and at its own expense and as Customer's sole remedy, either. (a) procure for Customer the right
to continue to use the Products; or(b) modify the Products to make them non-infringing, provided that
such modification does not materially adversely affect Customer's authorized use of the Products; or(c)
replace the Products with equally suitable, compatible, and functionally equivalent non-infringing
products at no additional charge to Customer; or(d) if none of the foregoing alternatives is reasonably
available to NetIQ, terminate this agreement and refund to Customer the payments actually made to
NetIQ under this agreement as related to the cause of action. NetIQ shall have no liability to Customer
pursuant to this Section to the extent the alleged infringement is based on: (i) a modification of the
Products by anyone other than NetIQ; (ii) use of the Products other than in accordance with this
Agreement and NetIQ Documentation;(iii)combination of the Products with other products not provided
by NetIQ where the combination causes the infringement and not the Products standing alone; or (iv)
Customer does not use a superseded or altered release of the Products provided by NetIQ without
additional charge (other than Maintenance Fee payments) where such use would have avoided the
infringement.
12 ASSIGNMENT AND SUBCONTRACTING.
Assi rg i tent. Neither party may transfer this Agreement nor any rights granted hereunder, in
whole or in part, and any such attempted assignment shall be void and of no effect without the advance _
CH—NetIQ WSA v5 6.21.06 to City of Fort Worth
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written consent of the other party, such consent not to be unreasonably withheld or delayed;provided
however, that such consent shall not be required if a party assigns this Agreement to an Affiliate or in
connection with a merger, acquisition, or sale of all or substantially all of its assets. Any attempted
assignment in breach of this Section 12 shall be void and of no effect. All provisions of the Agreement
shall be binding upon,inure to the benefit of and be enforceable by and against the respective successors
and permitted assigns of NetIQ and Customer.
Consultant shall not assign any of its duties,obligations or rights under this Agreement without
the prior written consent of the City provided however, that such consent shall not be required if
Consultant assigns this Agreement to an Affiliate or in connection with a merger,acquisition, or sale of
all or substantially all of its assets. If the City grants such consent,the assignee shall execute a written
agreement with the City under which the assignee agrees to be bound by the duties and obligations of
Consultant under this Agreement.
In the event, Consultant subcontracts any services, under this agreement, subcontractor shall
agree to be bound by the same duties and obligations of Consultant.
13. LEGAL AND EXPORT COMPLIANCE
To the extent applicable,customer shall comply fully with all international and national laws and
regulations that apply to the Work Product and to Customer's use thereof, including, but not limited to,
the U.S. Export Administration Regulations and end-user, end-use and destination restrictions issued by
U.S. and other governments. Without limiting the generality of the foregoing,Customer expressly agrees
that it shall not,and shall cause its representatives to agree not to,directly or indirectly export,re-export,
divert, or transfer the Work Product or any direct product thereof to any destination,company or person
restricted or prohibited by U.S. laws or regulations or the laws or regulations of any other applicable
jurisdiction.
14. 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:
14.1 Coverage and Limits
Technology Liability/Errors and Omissions(E&O)
$1,000,000 Each Claim Limit
$1,000,000 Aggregate Limit
Technology coverage may be provided through an endorsement to the Commercial
General Liability (CGL)policy, or a separate policy specific to Technology Errors and
Omissions ("E&O"). Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made and maintained for the duration of the contractual
agreement and for two(2)years following completion of services provided. An annual
certification of insurance shall be submitted to the City to evidence coverage.
Commercial General Liability
$1,000,000 Each Occurrence
$1,000,000 Aggregate
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Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Property damage
$500,000 Bodily injury per person per occurrence
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
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
14.2 Certificates.
Certificates of Insurance evidencing that the Consultant has obtained all required insurance st
be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. .A
failure on the part of the City to request required insurance documentation shall not constitute a waiver
the insurance requirement.Consultant shall make commercially reasonable efforts to provide a minim
of thirty(30)days notice of cancellation.Copies of Consultant's insurance certificate will be sent to
Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to
City Attorney at the same address.
15. COMPLIANCE WITH LAWS.ORDINANCES.RULES AND REGULATIONS.
Consultant agrees to 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.
16. 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.
17. 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:
To THE CITY: To CONSULTANT:
City of Fort Worth/IT Solutions NetIQ Corporation
1000 Throckmorton address 1650 Technology Drive,Suite 800
Fort Worth TX 76102-6311 city/state/zip San Jose,CA 95110
Facsimile:(817)392-8654 Facsimile: number 408-856-3882
18. NON-SOLICITATION OF EMPLOYEES.
Neither the City nor Consultant shall, during the term of this agreement and additionally 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. The City also agrees to obtain
written consent from NetIQ prior to soliciting any NetIQ subcontractors.
19. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not waive or
surrender any of its governmental powers.
20. MISCELLANEOUS
20.1 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_
20.2 GOVERNING LAW;CONSTRUCTION.
This Agreement shall be construed in accordance with the internal laws of the State of Texas. If
any action,whether real or asserted,at law or in equity,is brought on the basis of this Agreement,venue
for such action shall lie in state courts located in Tarrant County, Texas or the United States District
CH—NedQ WSA vS 6.21.06 to City of Fort Worth to
Court for the Northern District of Texas,Fort Worth Division.
20.3. 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.
20A. FORCE MAJEURE.
The City and Consultant shall exercise their commercially reasonable 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 (force
majeure), including, but not limited to, compliance with any government law, ordinance or regulation,
acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or
labor restrictions by any governmental authority, transportation problems and/or any other similar
causes.
20.5 No Third Party Beneficiaries. There are no third party beneficiaries of the warranties,
rights or benefits of this Agreement.
20.6 HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall not be
deemed a part of this Agreement.
20.7 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.
20.8. ENTIRETY OF AGREEMENT.
Entire Agreement: Amendment: Order of Precedence. This Agreement, including executed
Statements of Work and including all Order Documents and Exhibits (if any) attached hereto, is
intended as the complete, final and exclusive statement of the terms of the agreement between the
Parties relating to the subject matter hereof, and supersedes all prior understandings, writings,
proposals, representations or communications, oral or written, relating to the subject [natter hereof.
This Agreement does not affect or modify any existing software license agreements. This Agreement
may not be modified except in a writing signed by a duly authorized representative of each Party. No
other act,document,usage or custom shall be deemed to amend or modify this Agreement. In the event
of any conflict between this Agreement and a Statement of Work, the provisions of the Statement of
Work shall prevail; provided,however, in no event may the provisions of Sections 4,6.2,7 and 10 be
amended except by a written agreement (a) referencing this Section 20.8, and (b) executed by a vice
president, senior vice president or the CEO of Net1Q. Although Customer may use its standard
purchase order and other forms,and NetIQ may use its standard order acknowledgement, invoice,and
other forms, the terms and conditions of this Agreement will prevail over Customer's and Net1Q's
forms, and any inconsistent, conflicting, or additional preprinted terms in such forms will be of no
effect.
CH-NetIQ MPSA v5 6.21.06 to City of Fort Worth 11
d
IN WITNESS WHEREOF,the parties hereto have executed this Agreement in multiples this i day
of .T:IV ,200 b .
CITY OF FORT WORTH. NETIQ CORPORATION
B 41, By. '.
Ri and Zavala (name) J(ewle'fh k6Aj 7
Assistant City Manager (title) V,P C h ,e F Aer i, 0r f,ce/c
ATTEST:
ATWCy
By:
retary
APPROVED AS TO FORM AND
LEGALITY:
By
Assist City Attorney
Contraot AuthbriLatioa
D-
Date
CH-NetlQ MPSA v5 6.21.06 to City of Fort Worth 12
7 tla ..�'.'�U�141�It YLS Ltle
EXHIBIT A TO MASTER PROFESSINAL SERVICES AGREEMENT
NetlQ Security Manager
and, AppManager
10410 Consulting Services
net ' Statement of Work
For:
City of Fort Worth
Mark Serebro
November 2, 2005 Sr.IT Technical Support Analyst
Updated: June 22 2006 Security-PladormTechnologies
817.3922463
mark.serebro a foriworthaoy.oro
Steven Vandever
IT Lead Technical Support Analyst
Enterprise Systems and Services
Platform Technologies Communications Infrastructure
817.392.6435
steven.vandeverQfortworthoov.oro
Contents
I. Introduction and Project Scope
2. Project Approach
Statement of Work•:COFW110205A
3. Key Assumptions and Scope
Change Control No part of this publication may be reproduced,stored
An a retrieval system, or imnsmitod in any form or by
4. Trmeframe and Resources any means, ekefronlc, mechanical, or otherwise,
without the prior written consent of NeNO Corporation.
S. Professional Fees and Expenses
6. ProjectAuthoriration
1. Introduction and Project Scope
The City of Fort Worth has requested assistance from Net10 Corporation (NetIQ)in reviewing their
current implementation of Netlas Security Manager (S" and AppManager (AM) products and
providing recommendations on how to maximize the value that they are receiving from the soiWons.
NetIO will review their current implementation,assist them with details planning and analysis and help
Implement any recommended changes to the City of Fort Worth SM and AM environments.
The scope of this project will be limited to the delivery of consulting services for the Net10 Security
Manager (SM) and NetiCts AppManager(AM) products. The goal of these consulting services for
Security Manager and AppManager(AM)offerings are to provide an in-depth review of an existing
NetlO implementation (plot or production) for purposes of optimization and alignment with best
practices.
Activities related to the Installation, configuration, and support of related technology infrastructure
Including hardware, systems software, database management software and reporting tools are the
responsibility of City of Fort Worth and are outside the scope of this agreement unless otherwise
agreed to in writing.
Unless otherwise agreed to in writing between the parties,this SOW is subject to all the terms and
conditions contained within Master Professional Services Agreement dated June 1.2006.
The sections below describe our planned approach, our key assumptions, and the estimated
timetrame and fees for completing the work.
2. Project Approach
Activlty 1: Pedorrn SM and AM Initial Review
This activity Includes an assessment of the City of Fort Worth's current Security Manager and
AppManager architecture. Activities are completed remotely prior to any on-site visit via technical
discussions and conference calls with the City of Fort Worth.
Tasks
• Prepare engagement agenda
• Review Statement of Work
• AppManager and Security Manager architecture assessment
• Capture Information on AppManager agents,managed objects currently deployed and any City of
Fort Worth concerns with ongoing operations
• Discuss City of Fort Worth goals for the engagement
• Verity readiness of facli les and personnel
• Establish success criteria and establish client expectations
Estimated Level of Effort
One(1)workday
Statement of Work
Activity 2. Detailed SM and AM Infrastructure Review 1 Agent Deployment and
Feasibility Analysis
This activity is focused on the review of the Security Manager and AppManager Infrastructures
maldng best practices recommendations, and Includes a high level assessment of the City of Fort
Worth's current and future monitoring and management requirements.
Tasks
• Infrastructure Assessment—The purpose of this assessment Is to discover the current network
topology and security monitoring and alerting requirements, so as to satisfy the business
requirements for the Security Manager implementation.
• Deployment Assessment—The Infrastructure Assessment will be used in conjunction with the
business requirements to determine if the most appropriate Security Manager architecture and
supporting infrastructure are in use.
• Configuration Assessment — Review configuration options that were set during the
implementation, including database configuration, infrastructure, user permission, and console
options. Determine If options should be changed to enhance performance or to meet business
requirements that are not currently meet
■ Review of current AppManager database configuration and verification that settings are
consistent with City of Fort Worth goals and are in alignment with NeWs best practices.
• Review AppManager operator console configuration and verifimllon that settings are consistent
with City of Fort Worth goals and are In alignment with NetlQ's best practices.
• Review AppManager web console configuration and verification that settings are consistent with
City of Fort Worth goals and are in alignment with NetIQ's best practices.
Review of AppManager security implemented and verification the settings are consistent with City
of Fort Worth goals and are In alignment with Netlas best practices.
• Meet with each relevant customer group and gather data on monitoring and management
requirements
• Revlew present SOP(Standard Operating Procedures)for IT resolution requirements
• Determine,build and document functional specification from gathered data for Implementation
• Present functional specification to stakeholders and confirm severity alerting requirements
Deliverables
• Recommendation for architecture and infrastructure changes(If necessary).
• Security Manager and AppManager review findings and configuration document, including
diagrams with proposed changes to database configuration, infrastructure,user permission,and
console options.
■ Document customer group functional specifications
Eatimated Level of Effort
Seven and a half(7.5)workdays
DMA araios
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Statement of Work
Activity 3: Review of SM and AM Monitoring
This activity is focused on monitoring, data collection, reporting and on malting best practices
recommendations.
This activity will result in recommendations of:
• How to remove unwanted data
• How to retrieve more useful information
• How to use your system more efficiently.
Tasks
• Review alerting and event collection rules
• Review current Views of Real time alerts
• Review Forensic reporting procedures and activities
• Review Summary%Trend reporting procedures and activities
• Review Correlation Rules(if licensed)
• Review of Knowledge Scripts deployed per AppManager Managed Object(MO)
• Review of data collection
• Review of Knowledge Scripts Groups
• Review of the use of monftoring policies
• Review of reporting
• Update and document the Security Manager and AppManager configuration document
Deliverable
Updated Security Manager and AppManager configuration document, including findings and best
practice recommendations.
Estimated Level of Effort
Two and a half(2.5)workdays
Activity 4: Assist with Recommended SM Changes
This activity Is focused on the review,priorflfzation and sizing of recommended changes. Specific
changes that can reasonably be completed within the scope of the remaining engagement time will
be targeted.
Tasks
Perform refinement and adjustments to validate and tune real time event rules and litters.
• Perform refinement and adjustments to validate and tune Alerting rules and filters.
DsMEed:672Ae
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I Copyright®2tM6 NedO All rights reserved Date Last Saved:&2
tVJ
Statement of Work
• Perform refinement and adjustments to validate current Views of real time alerts and Real Time
events.
Create efficient reporting procedures and activities for Forensic Reports.,
• Create efficient reporting procedures and activities for SummagkTrend Reports.
• Perform refinement and adjustments to validate and tune Correlation Rules(if licensed).
• Knowledge transfer.
Deliverables:
• Recommended changes,including prioritization and amng
• Assistance with targeted changes.
Estimated Level of Effort
Two(2.0)workdays
Activity 5: Assist with Recommended AM changes
This activity is focused on the review, prloritization and sizing of recommended changes. Specific
changes that ran reasonably be completed within the scope of the remaining engagement time will
be targeted.
Tasks
• Review,prioritize and size list of recommended changes
• Assist City of Fort Worth with targeted changes
Deliverables
• Recommended changes,including prioritization and sizing
• Assistance with targeted changes
Estimated Level of Effort
Two(2.0)workdays
Activity 6: Perform SM and AM Project Close
This activity provides a wrap-up of actions taken in a report that is sent to the City of Fort Worth within
five days of the end of the project.
Tasks:
• Review of findings and actions taken
• Project wrap-up and report,including recommendations and next steps
DddA*arms
Copyright®2006 Net1Q—Ail rights reserved Date Last Saved: Page 5__
Statement of work
Deliverable
End of Engagement Report
Estimated Level of Effort
One(1.0)workday
Additional implementation services can be contracted on a time and materials basis.
3. Key Assumptions and Scope Change Control
The work to be performed under the scope as defined in the SOW Is subject to the following
assumptions:
• City of Fort Worth will provide all hardware,software,facilities,equipment,and City of Fort Worth
personnel(including technical resources)necessary to complete the project.These resources will
be provided when they are needed in order to avoid project delays.
• City of Fort Worth will appoint a single point of contact for the duration of the project-This person
will have project management responsibilities and be technically astute.
• City of Fort Worth management will make decisions and resolve issues In a timely manner in
order to avoid project delays
• City of Fort Worth will have network connectivity from aft client workstations working prior to work
beginning.
• City of Fort Worth will provide the NetIQ consultants)access to the Internet.
• All servers are In the same data center or,if multiple data centers,there Is at least Tt connection
speed between the main data center and the remote skies.
• NetIQ will have administrative access to all agent servers and will have the ability to reboot
servers as necessary within twenty-four(24)hours of request.
• The scope of the project does not involve customized rules for monitoring devices or applications
not already covered by NetIQ knowledge scripts.
■ The scope of the project does not include and custom reports,custom scripts,agent deployment
on non-Wmdows or UNIX platforms, software enhancements/extensions, or the integration of
NetIQ's products with any other systems.
During the performance of the engagement, certain issues may arise that effectively prevent the
completion of the work outlined in this SOW within the planned timetrame,such as,but not limited to,
hardware or network failures or outages,problems with in-house software or third-party software,or
the unavailability of key City of Fort Worth personnel. If this situation occurs,the designated NetIQ
Client Services Director will work with City of Fort Worth to determine appropriate future steps to
complete the engagement and any change in scope will be agreed to in writing prior to NetIQ
reengaging on the project.
If during the performance of the engagement a scope change is identified,City of Fort Worth and the
NetIQ consultant will document the scope of the change and its impact on the project approach,
Defamed:62?Ae
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Copyright®2006 NetIQ—All rights reserved Date Last Saved: _
Statement of Work
timing,fees, resources,and the scope and quality of project results.Any change in scope must be
agreed to in writing using the NetIQ Change Request Form and will require the signature of the NetIQ
Client Services Director and the appropriate City of Fort Worth representative.Any other problems,
disputes or issues arising during this engagement should be communicated as soon as possible after
identification to the designated NetIQ Client Services Director for resolution.
4. Timeframe and Resources
We estimate that the project will require sixteen(16)workdays to complete based upon the scope,
approach,and assumptions described in this SOW and will be performed according to the following
planned schedule:
Activity 1: Perform SM and AM Initial Review 1.0
Activity 2: Detailed SM and AM Infrastructure
Review/Agent Deployment and Feasibility 7.5
Analysis
Activity 3: Review of SM and AM Monitoring 2.5
-' 19ormatAed:tiorhti3l
Activity 4: Assist with Recommended SM 2.0
Chan e --------------------- ---- ----------- --- 0Ne0ed:I
Activi 4:Assist w{CiHecommended
Activity 5: Assist with Recommended AM SM�r9e9
Changes 2.0 arord:¶
�=4, Aseist WVi Pammmanded
Activity 6: Perform AM and SM Project Close 1.0 `VB8
NetIQ Total 16.00
For the purpose of this SOW,a workday will be eight(8)consecutive hours of work excluding breaks
for meals,etc.The hours worked that exceed the eight(8)hours of a workday will be billed at$375
per hour. Normally,work will take place between the hours of 8:00 a.m.and 6:00 p.m.of the time
zone in which the work is being performed,Monday through Friday,unless an aftemate time schedule
is mutually agreed to by NetIO and City of Fort Worth.
Approximately fifteen(15)of the sixteen(16)workdays of this project will be performed on-site at City
of Fort Worth's location,
The projected date upon which NetIQ will begin to provide Services under this SOW is to be
scheduled on a mutually agreed upon date by City of Fort Worth and NetIQ('Au#wdzed Start Date-).
The Terms of this agreement shall expire 30 days after the Authorized Start Date.The parties may
agree to extend the term by written agreement.
,
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Copyright®2006 Net1Q—All rights reserved Date last Saved: ---
Statement of Work
Netlas services under this SOW will be complete upon the completion of deliverables described
within Section 2 of this SOW. Circumstances may necessitate changes to the tasks ancVor time
estimates. it this situation occurs, NetIQ and City of Fort Worth will In good faith discuss these
changes at their earliest opportunity. City of Fort Worth will not be billed or accrue any additional
charges for services fees unless otherwise agreed to in writing as evidenced by a signed NetIQ
Change Request document or similarly executed document.
5. Professional Fees and Expenses
The Professional Services fees for this pro)ect MU be$32,000.This fee excludes the expenses Netla
m'U Incur in performing this project.The City o Fort Worth will reimburse NetIQ for all reasonable and
necessary expenses incurred for travel.
Please rate that if this on-site trip is cancelled by City of Fort Worth within five(5)business days of
the scheduled project start date,City of Fort Worth will be assessed a cancellation penalty of$2,000
in addition to any travel-related fees and/or penalties NetlQ will Incur as a result of the cancellation.
We appreciate the opportunity to provide services assistance to City of Fort Worth.If you have any questions
or would like to contact us regarding this SOW, please contact Karl Delaney at 713.418.5672 or
kari.delanev®netia.com.
DNalrrd:&2M
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Copyright a 2006 NetIQ—All rights"nerved Date Last Saved:
6. Project Authorization
AGREED
City of ort Worth: :NETIIQ Corporation:
Appro d Signature Approved Signature
)a l Q peen,/V& f 17 L c;;(,�; (-
Name(printed) Name(printed)
\
Title �� V Title �' I� e. �. f
'-) - I� -L L
Date Date
Please fax a signed copy In Its entirety to Karl Delaney at 71341 tt M73
APPROVED AS TO
FORMA D LEGALITY:
ASSISIANT CITY ATTORNEY
EXHIBIT B TO MASTER PROFESSIONAL SERVICES AGREEMENT
LIMITED ACCESS AGREEMENT
This LIMITED ACCESS AGREEMENT("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized
under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise
Counties, Texas, and NETIO CORPORATION ("Consultant or NetIO"), a Delaware
corporation.
The following statements are true and correct and form the basis of this Agreement:
WHEREAS:
A. The City owns and operates a file server computer system and network (collectively the
"Network").
B. Consultant wishes to access the City's network from a remote location. The City is
willing to grant Consultant access to the Network, subject to the terms and conditions set
forth in this Agreement, and in the City's standard outside connections policy, ("Extranet
Standard") attached as Exhibit `A" and hereby incorporated by reference and made a
part of this Agreement for all purposes herein.
NOW,THEREFORE,the City and Consultant hereby agree as follows:
1. GRANT OF LIMITED ACCESS.
Consultant is hereby granted a limited right of access to the City's Network for the sole
purpose of reviewing the City's current implementation of Netlas Security Manager and
AppManager products and provide recommendations. The City will provide Consultant with a
password and access number or numbers as necessary.
2. NETWORK RESTRICTIONS.
2.1. Consultant may not share any passwords or access number or numbers
provided by the City except with Consultant's officers, agents, servants or employees
who work directly with this project.
2.2. Consuttant may not access the Network for any purpose other than analyzing
City's Data.
2.3. Consultant acknowledges, agrees and hereby gives its authorization to the City
to monitor Consultant's use of the City's Network in order to ensure Consultant's
compliance with this Agreement.
2.4. A breach by Consultant, its officers, agents, servants or employees, of this
Agreement and any other written instructions or guidelines that the City provides to
Consultant pursuant to this Agreement shall be grounds for the City Immediately to deny
Consultant access to the Network and Consultant's Data in addition to any other
CH 4.6.06 V2 NetIQ NWSA for Exhibit B Limited Access Agreement City of Fort Worth
remedies that the City may have under the Master Professional Services Agreement or
at law or in equity.
2.5. The City may terminate this access at any time and for any reason_
2.6 Consultant liability shall be governed by provisions as outlined in the Master
Services Agreement
3. LIABILITY AND INDEMNIFICATIONCONSULTANT'S LIABILITY SHALL BE
GOVERNED BY THE PROVISIONS AS OUTLINED IN THE MASTER PROFESSIONAL
SERVICES AGREEMENT.
CH-NetIQ MPSA-Exhibit B final 62106 2
EXHIBIT"B.1
EXTRANET STANDARD
Overview
The purpose of this standard is to establish the requirements under which third party
organizations may connect to the City of Fort Worth networks for the purpose of transacting City
business. The standards listed are specific activities required by Section 2.2 of the City of Fort
Worth Information Security Policy.
Scope
Connections between third parties that require access to non-public City of Fort Worth
resources fall under this standard, regardless of whether a telecommunications circuit(such as
frame relay or ISDN)or Virtual Privacy Network(VPN)technology is used for the connection.
Connectivity to third parties such as the Internet Service Providers (ISPs)that provide Internet
access for the City of Fort Worth or to the Public Switched Telephone Network do not fall under
this standard.
Standard
Security Review
All new extranet connectivity will go through a security review with the Information Security
department(IT Solutions). The reviews are to ensure that all access matches the business
requirements in a best possible way, and that the principle of least access is followed.
Third Party Connection Agreement
All new connection requests between third parties and the City of Fort Worth require that the
third party and the City of Fort Worth representatives agree to and sign a third party agreement.
This agreement must be signed by the Director of the sponsoring organization as well as a
representative from the third party who is legally empowered to sign on behalf of the third party.
The signed document is to be kept on file with IT Solutions. All documents pertaining to
connections into the City of Fort Worth labs are to be kept on file with IT Solutions.
Business Case
All production extranet connections must be accompanied by a valid business justification, in
writing, that is approved by a project manager in IT Solutions. Lab connections must be
approved by IT Solutions. Typically this function is handled as part of a third party agreement.
The sponsoring organization must designate a person to be the Point of Contact(POC)for the
Extranet connection. The POC acts on behalf of the sponsoring organization, and is responsible
for those portions of this policy and the third party agreement that pertain to it. In the event that
the POC changes, IT Solutions must be informed promptly.
Establishing Connectivity
Sponsoring organizations within the City of Fort Worth that wish to establish connectivity to a
third parry are to file a new site request with IT Solutions to address security issues inherent in
the project. If the proposed connection is to terminate within a lab at the City of Fort Worth,the
sponsoring organization must engage IT Solutions. The sponsoring organization must provide
CH—Nct3Q MPSA—Exhibit B final 62106 3
f
full and complete information as to the nature of the proposed access to the extranet group and
IT Solutions, as requested.
All connectivity established must be based on the least-access principle, in accordance with the
approved business requirements and the security review. In no case will the City of Fort Worth
rely upon the third party to protect the City of Fort Worth's network or resources.
Modifying or Changing Connectivity and Access
All changes in access must be accompanied by a valid business justification, and are subject to
security review. Changes are to be implemented via corporate change management process.
The sponsoring organization is responsible for notifying IT Solutions when there is a material
change in their originally provided information so that security and connectivity evolve
accordingly.
Terminatina Access
When access is no longer required, the sponsoring organization within the City of Fort Worth
must notify IT Solutions,which will then terminate the access.This may mean a modification of
existing permissions up to terminating the circuit, as appropriate. IT Solutions must conduct an
audit of their respective connections on an annual basis to ensure that all existing connections
are still needed, and that the access provided meets the needs of the connection. Connections
that are found to be deprecated,and/or are no longer being used to conduct the City of Fort
Worth business, will be terminated immediately.Should a security incident or a finding that a
circuit has been deprecated and is no longer being used to conduct the City of Fort Worth
business necessitate a modification of existing permissions, or termination of connectivity, IT
Solutions will notify the POC or the sponsoring organization of the change prior to taking any
action.
Definitions
Circuit For the purposes of this policy, circuit refers to the method of
network access, whether it's through traditional ISDN, Frame Relay
etc. or via VPN encryption technologies.
Sponsoring Organization The City of Fort Worth organization that requested that the third
party have access to the City of Fort Worth network.
Third Party A business that is not a formal or subsidiary part of the City of Fort
Worth.
CH—Net1Q MPSA—Exhibit B final 62106 4
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 1/31/2006
DATE: Tuesday, January 31, 2006
LOG NAME: 13P05-0329 REFERENCE NO.: **P-10308
SUBJECT:
Authorize a Purchase Agreement with Accudata Systems, Inc., for NetIQ Software Consulting
Services for the Information Technology Solutions Department
RECOMMENDATION:
It is recommended that the City Council authorize a purchase agreement with Accudata Systems, Inc., for
NetIQ Software Consulting Services for the Information Technology Solutions Department (IT Solutions) for
an estimated amount of $31,305.00.
DISCUSSION:
IT Solutions will use this agreement to optimize existing NetIQ network security software tools. On May
11, 2004, (M&C P-9956) the City Council approved the purchase of a security management suite of NetIQ
products to enhance and monitor network systems. The tools optimize the use and productivity of IT
resources through advanced reporting, analysis, and automation. The tools are the "burglar alarms" for
the network. IT Solutions installed and is using the NetIQ software, but in order to fully utilize all of the
capabilities of this specialized software product, it is necessary to fine tune the product for City
needs. Accudata Systems, Inc. will provide programming, configuration changes and create custom
scripts to monitor important infrastructure systems. The IT security team will be provided with enhanced
tools to proactively monitor critical network and server systems with the ability to alert and react within
seconds of a problem. The City will benefit with a more robust and secure network, server, email and
applications infrastructure.
IT Solutions staff solicited quotes for NetIQ consulting services from three State of Texas Catalog
Information System Vendors (CISV). Accudata Systems, Inc. proposed the best pricing option for the
City. The quotes from the three CISV vendors were:
Vendor Quote Amount
Accudata Systems Inc. $31,304.48
Net IQ $32,000.00
SHI-Governmental Solutions $32,093.00
Accudata Systems, Inc., is designated as a CISV by the State of Texas. Under Section 271.083 of the
Texas Local Government Code, a local government satisfies otherwise applicable bidding requirements
when it makes a purchase through the Texas Building and Procurement Commission catalogue purchasing
procedure. The City will comply with that procedure for the purchase agreement authorized under this
Mayor and Council Communication.
M/WBE — A M/WBE goal is not assigned when making a purchase agreement using an approved
purchasing cooperative or other public entity.
Logname: 13P05-0329 Page 1 of 2
FISCAL INFORMATION/CERTIFICATION:
The Finance Director certifies that funds are available in the current operating budget, as appropriated, of
the Information Systems Fund.
BQN\05-0329\LGS
TO Fund/Account/Centers FROM Fund/Account/Centers
P168 539120 0041100 $31,305.00
Submitted for City Manager's Office Richard Zavala (Acting) (6222)
Originating Department Head: Jim Keyes (8517)
Additional Information Contact: Robert Combs (8357)
Pete Anderson (8781)
Logname: 13P05-0329 Page 2 of 2