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HomeMy WebLinkAboutContract 39753Cf TY SECRETARY CONTRACT NO. all 53M PROFESSIONAL SERVICES AGREEMENT This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City"), a home rule municipal corporation situated in portions of Tarrant, Denton and Wise Counties, Texas, acting by and through Karen L. Montgomery, its duly authorized Assistant City Manager, and FUTURE COM, LTD ("Consultant"), a TX Limited Partnership and acting by and through Mark Williamson, its duly authorized CFO. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of product configuration and best practices implementation of Blue Coat Software on four proxy SG appliances. 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 last date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect until completion of all services contemplated herein but no later than September 28, 2010, unless terminated earlier in accordance with the provisions of this Agreement. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $11,217.60 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. 4. TERMINATION. 4.1. Written Notice. 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 shall have been appropriated. 4.3 Duties and Obligations 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. Professional Services Agreement Future Com Ltd. Page 1 of S OFFICIAL RECORD CITY SECRETARY T. WORTH, TX 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 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. Consultant, for itself and its officers, agents and employees, further 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. 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. 6. 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 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, 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 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. 8. LIABILITY AND INDEMNIFICATION. CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. CONSULTANT COVENANTS AND AGREES TO, AND DOES HEREBY, INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS FOR EITHER PROPERTY DAMAGE Professional Services Agreement Future Com Ltd. Page 2 of 8 OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, 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. Limitation of Liability. CUSTOMER AGREES THAT FUTURE COM, LTD. SHALL HAVE NO LIABILITY TO CUSTOMER FOR CONSEQUENTIAL, EXEMPLARY OR INCIDENTAL DAMAGES ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT INCLUDING ANY WORK PRODUCT, EVEN IF FUTURE COM, LTD. HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES WITH THE EXCEPTION OF DIRECT DAMAGES TO CUSTOMER RESULTING FROM FC'S WILLFUL MISCONDUCT OR GROSS NEGLIGENCE. Warranty Disclaimer. ALL OF THE SERVICES ARE PROVIDED "AS IS". FUTURE COM, LTD. MAKES AND CUSTOMER RECEIVES ABSOLUTELY NO WARRANTIES, EXPRESSED OR IMPLIED, AND THERE ARE EXPRESSLY EXCLUDED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE, CUSTOMER AGREES THAT FUTURE COM, LTD, SHALL HAVE NO LIABILITIES OR OBLIGATIONS UNDER WARRANTY OR OTHERWISE TO CUSTOMER FOR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE DELIVERY, USE OR PERFORMANCE OF THE WORK PRODUCT PROVIDED HEREUNDER INCLUDING ANY SERVICES. 9. ASSIGNMENT AND SUBCONTRACTING. Consultant shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. 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 under this Agreement prior to 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 certificates) 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 Professional Services Agreement Future Com Ltd. Page 3 of 8 (c) Worker's Compensation - Statutory limits Employer's liability $100,000 Each accident/occurrence $1009000 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 (Errors &Omissions) $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 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 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 %J 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 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 Professional Services Agreement Future Com Ltd. Page 4 of 8 regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. 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: To The CITY: City of Fort Worth/IT Solutions 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile: (817) 392-8654 14. SOLICITATION OF EMPLOYEES. To CONSULTANT: Future Com Ltd. 807 Forest Ridge Drive, Ste 105 Bedford TX 76022 (817) 51 0-1 159 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. 15. 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. 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 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 Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. Professional Services Agreement Future Com Ltd. Page 5 of 8 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 (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. 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. 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 /MODIFICATIONS / EXTENSTIONS. No extension, modification or amendment of this Agreement shall be binding upon a party hereto unless such extension, modification, or amendment is set forth in a written instrument, which is executed by an authorized representative and delivered on behalf of such 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. 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. The other party is fully entitled to rely on this warranty and representation into this Agreement. [SIGNATURE PAGE FOLLOWS] Professional Services Agreement Future Com Ltd. Page 6 of 8 IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this ftz oa 1z . CITY OF FORT WORTH: Karen L. Montgomery Assistant City Manager Date: 3-4a--/ u APPROVED AS TO FORM AND LEGALITY: Males`hia B. Farmer Assistant City Attorney Professional Services Agreefnent Future Com Ltd. Page 7 of 8 FUTURE COM LTD: By: Name: Mark GVilliamson Title: CFO Date: 0tf ATTEST: By: OFFICIAL RECORD CITY SEGRETARY FT. WORTH, TX day N EXHIBIT A STATEMENT OF WORK Professional Services Agreement Future Com Ltd. Page 2 of 8 Project: Blue Coat Product Configuration and Best Practice Implementation A PROPOSAL PRESENTED TO: City of Fort Worth Date: 01.21.10 Copyright ©2009 Future Com Ltd, Bedford, TX All rights reserved. Future Com Ltd Security and Network Management Tools for an Expanding Network Worid wvww.myfuturecom com ul"As os Corn l d. Prof <;iop2al e3(,wnr txnq Table cif Contenis iE.i'4W,5M Off 'WORK Project: Blue Coat Product Configuration and Best Practice Implementation .............. i Tableof Contents............................................................................................................... 2 ContactData....................................................................................................................... 3 Introduction........................................................................................................................4 Qualifications.,.. wasassoom as mmsa*m singsongs man Mason SUNNI some moos am 0 sommosom wages Oman Nona an "*damson 5 monism mamasauffis 4 Scopeof Work.................................................................................................................... 5 Termsand Conditions.......... as Mesa a a a a a a a a 2 a a a a a a a a a a a a a d I a 4 4 a a a a a 6 a 0 a a a 0 a 0 a a a 0 a 4 0 0 a a a 2 0 4 a a I a I a a 97 PricingEstimates............................................................................................................... 8 Conclusionof Work Statement......................................................................................... 9 Future Com Ltd. Confidential 100121EDWNJMXCEXv14 City of Ft. Worth —Blue Coat Config v1.4 2 ;S fA Nr 0i Wc`i:"-ti< Organization Name: Contact Name, Address: Address #2: Qntact Qata city %0 Fort worm City of Fort Worth Alan Girton 1000 Throckmorton City, State, Zip (Country): Fort Worth, TX 76102 Phone No.: 817.392.8484 Fax No.: E-mail: Send Invoices To: Contact Name:. Address, Address #2. City, State, Zip (Country): Phone No. Fax No., E-mail. Prepared By: Reviewed/Approved By: Alan.girton(c�fortworthgov.org Accounts Payable Future Com Ltd. Jan Allman 807 Forest Ridge Drive Suite 105 Bedford, TX 76022 817.510.1143 817.510.1159 ian.aliman(cbfcltd.net Future. Com Engineer Keith Vrba Account Manager: Jennifer McDonald Create Date: 10.19.09 Version: 1.4 Updated: 01.21.10 This Statement of Work is prepared for City of Fort Worth, hereinafter referred to as "Customer", by Future Com Ltd., hereinafter referred to as "Future Com". Future Com Ltd. Confidential 100121EDWNJMXCEXv14 City of Ft. Worth —Blue Coat Config v1.4 3 rn s..ion,+i 1<I'l. Introduction Overview of Services The Customer is requesting Future Com Professional Services to assist in remediating observed slowness and general poor performance from their Blue Coat Reporter software with the primary complaint being the excessive amount of time required to generate the desired reports. Due to its database size, the current customer environment has exceeded the minimum hardware requirements outlined in the Blue Coat Reporter sizing guide. The customer is unable to perform the necessary hardware upgrades at this time. Future Com will provide best effort remediation services in an effort to scale -down and reduce the amount of logging in order to decrease the database size such that the current and ongoing database size will fall within the recommendations as outlined in the Blue Coat reporter sizing guide and increase performance within the customers' current infrastructure. The engagement will also include services focusing on the creation of custom report templates and reporting best practices as well as the configuration of Role -Based Access for additional users within Blue Coat Reporter. The customer has also requested that Blue Coat Director be implemented and configured for centralized management of the four (4) ProxySG appliances. Future Com will provide this service as a time and materials engagement estimated at six (6) days to fulfill the requirements of this Statement of Work. Objectives The objectives of this Statement of Work (SOW) will be to provide the following: • Define customer requirements. • Define time allocated by Future Com to provide consulting services. • Define obligations for the Customer and for Future Com in preparation for work to be done. • Define the tasks, back -out plan (if applicable), test plan, and deliverables. Qualifications Future Com, headquartered in Bedford, Texas, is a Service -Based Value Added Reseller (VAR) that represents industry -leading technology manufacturers in providing multiple solutions, services and products in the IT industry. Future Com employs a team of engineers who are highly skilled, experienced and certified in network and security focused solutions. From network troubleshooting to enterprise solutions, network assessments, systems integrations, architectural designs and infrastructure consulting, Future Com is a total management and security solutions provider. We are committed to providing the best -of -breed products and solutions to give companies the technology edge. With a solid history and committed future, Future Com is prepared to take its vision of adding quality to product and support into the 21 st century and bridge the gaps in the networking world with the experience, dedication and individual care that its buyers and vendors deserve. Future Com Ltd. Confidential 100121 EDWNJMXCEXv14 City of Ft. Worth —Blue Coat Config v1.4 4 i�Ui,uro Com Ltd, f"i"C�v, ,i;7ih;:'!i * S'kA N'1 01 6j+/0RK ,>:w'vm3 Scope or Work Future Com will provide Professional Services to help with decreasing logging to Blue Coat Reporter, configuration, knowledge transfer of report configuration, and best practices recommendations. Blue Coat Director will be implemented and configured. Customer Project Tasks The Customer will ensure the following tasks have been completed before the beginning of the consulting visit: • Review current hardware and software requirements. • Verify equipment is in good working condition and meets minimum specifications. • Perform any necessary backups. • Identify key individual(s) to assist in implementation and to receive knowledge transfer. Future Com Project Tasks Within the timeframe available, Future Corn engineer will: 1. Conduct pre -implementation meeting: 1.1. Confirm pre -engagement activities have been completed by customer 1.2. Clarify project objectives 1.3. Define project tasks 1.4. Discuss technical details Evaluate performance issues —One (1) day 2. Evaluate and provide recommendations in an attempt to resolve performance/memory issues on Reporter within current hardware 2.1. Reduce logging to the reporter 2.2. Evaluate and adjust querying time to process logs 2.3. Implement best practice on creation, maintenance and size of the database Custom Reporting —One (1) day 3. Run custom reports on Reporter 3.1. Run detailed report by date and time that does not include all content requests but the initial website request 3.2. Run reports that truncate the URL to show only top level domain and not every single request 3.3. Streamline report process by having templates available Role -Based Access -One to One and One -Half (1-1.5) day 4. Configure role -based access 4.1. Define/create user roles 4.2. Specify role parameters Future Com Ltd. Confidential 100121EDWNJMXCEXv14 City of Ft. Worth —Blue Coat Config v1.4 5 4.3. Assign users Director Imglement0 U14 —One to One and One -Half (1-1.5) day 5. Implement Director 5.1. Upgrade to latest code version 5.2. Register four (4) ProxySG appliances 5.3. Create device profiles 5.4. Create policy overlays Knowledge Transfer —One f1) day 6. Provide advanced knowledge transfer for ongoing administration, maintenance and best practices of Proxy SG's and the Reporter Project Deliverables Deliverables under this engagement: • Decreased information logging to Blue Coat Reporter. • Decreasing information logged to the Blue Coat Reporter significantly reduces the functionality of the product. By signing this document the customer understands and agrees to this decrease. • Best effort configuration of Blue Coat Reporter to increase performance of the environment. • Signed Conclusion of Work document. Roles and Responsibilities In order to ensure the success of this engagement, Future Com will provide: • Documentation of activities to ensure success of the consulting engagement and to identify/communicate problem areas. • A certified consultant who will perform the project tasks as detailed above. • The Future Com consultant who will perform the engagement holds multiple Blue Coat certifications including BCCPA (Blue Coat Certified Proxy Administrator), BCCPSE-Security (Blue Coat Certified Partner Systems Engineer — Web Security), BCCPSE-WAN (Blue Coat Certified Partner Systems Engineer — WAN Optimization), and has recently been inducted into the Blue Coat Systems Blue Knight Program. The Blue Coat BlueKnight program was created to recognize, develop and reward an elite group of systems engineers who demonstrate consistent technical leadership and a mastery of Blue Coat products. • Expertise from Future Com consultant(s) for the purpose of review and quality assurance. Customer will provide: • A technical point of contact within the Customer's organization to help the Future Com consultant coordinate access to the required resources. • Timely response to questions posed by Future Com regarding the project. • Any documents and/or diagrams detailing the existing environment and architecture in a timely manner. • Qualified personnel at remote locations. Future Com Ltd. Confidential 100121 EDWNJMXCEXv14 City of Ft. WoRh -Blue Coat Config v1.4 6 ( utlur 3 %16J%11 t �£�. €�PC'Ps, �.,l C7 tl dui 3r.f J1E; 3.Sx ."§'t",m i IT, • Method to access selected devices remotely, if required. Assumptions and Limitations • Any changes to the project scope and time frames must be agreed to in writing by the Customer and Future Corn project managers via a change request. • One days time is defined as eight (8) hours within a 24-hour period during normal business hours M-F 8:OOam-6:OOpm local time. The fixed bid price is based on this definition of normal business hours. Any work that must be performed outside of normal business hours will be charged at a time and a half rate. • Future Com consultants) will perform the engagement onsite at the customer location. • All nonpublic information provided by the Customer during the course of this engagement is considered confidential, including documentation, data, information and conversations associated with the Services. Future Com will not share this information with other parties except with the written consent of the Customer. TeCm� and �ot'CidltlQri� • This Statement of Work is subject to the terms and conditions of the Professional Services Agreement ("PSA"). in the event of any conflict or inconsistency between the terms of this Statement of Work and the terms of the PSA, the terms of the PSA shall govern. • The terms specified in this Statement of Work are valid for 30 days. If the Statement of Work is executed after that date, all items will be subject to change. • The time estimate of the effort is based on Future Com's present understanding of the Customer's requirements. If additional effort is required, Future Com will furnish the Customer with a new estimate and will continue work, subject to availability of personnel, only after receiving written authorization from the Customer. Any additional work that arises from this project and is outside the scope as defined in this Statement of Work will require a Change Request Order and will be offered on a time and materials basis. • Payment of these fees shall be in accordance with the terms and conditions set forth in the invoice prepared for the Customer. • To schedule this consulting engagement, Future Com requires a signed copy of this SOW with the "Send invoices to"section completed and an authorized hard copy of a purchase order. By signing this SOW, the Customer agrees to be billed on a weekly basis, and cancellation fees if applicable, all payments due within 30 days of invoice date. If you should need to cancel, please do so early. Canceling the engagement within 5 business days of the scheduled date incurs a cancellation fee in the amount of 20% of the total estimate, or a maximum of $3,000, whichever is less. The engagement can be later rescheduled at mutual convenience. • The period of performance and validity of this agreement shall be in accordance with the PSA. • Future Com may take up to thirty (30) days from receipt of Purchase Order and signed SOW to staff and begin the project. Future Com Ltd. Confidential 100121 EDWNJMXCEXv14 City of Ft. Worth —Blue Coat Config v1.4 7 Oure Ci)m Ltd. Professional Serryice s Pricing Estimates Y'CEMENT OF WORK SERVICES / MATERIAL PART NUMBER UNITS UNIT PRICE UNIT PRICE DESCRIPTION / PROJECT STAFFING RESOURCES • Security Consultant • Project Management FCS-PROFSVC-ES 6 days $11869.60 $11,217060 • Quality Assurance • Travel & Expenses FCS-TRVL-EXP N/A Total Agreement Amount $11,217.60 Upon the receipt of an executed SOW from the Customer, the Future Com Project Manager will contact the Customer's Point of Contact to schedule services. The Customer agrees that in the event that the Customer reschedules a consulting engagement, the Customer shall give Future Com at least two business days advance notice. At the conclusion of the consulting service, a Conclusion of Work document will be presented to the Customer for signature as a statement of project completion. If the Conclusion of Work document is not returned or if no comments or changes to the deliverables are requested by the Customer within ten (10) days of receipt of this document, the project will be acknowledged as complete. EXECUTION OF THIS DOCUMENT BY THE CUSTOMER AUTHORIZES FUTURE COM TO PERFORM THE CONSULTING SERVICES DESCRIBED HEREIN, THIS AGREEMENT IS NOT EFFECTIVE UNTIL ACCEPTED IN WRITING BY CUSTOMER, ACCEPTED: City of Fort Worth Authorized Signature aren o �®rlt; KL gomery Assistant. C,�_t,tir Mai���;rJ'r� (Above name printed) ACCEPTED: ignatUre (Above name printed) Com Ltd. Title (printed) Title (printed) Date Date Attel LC40/1A ►PPROV; TO 'ORK &R "XTY s 0 21 OFf IGIAL RECORD CITY SECRETARY T. WORTH, TX J t,iluro Corn i'Ad ^�'-o ;z"316�i"3i31 .?. Vi+;;?5 and ion of Work 01 TeM I City of Fort Worth Organization Name: City of Fort Worth Contact Name: Alan Girton Address where work is to be performed: 1000 Throckmorton St., Fort Worth, TX Phone No.. 817.392.8484 Fax No.. E-mail: Als Future Com Ltd. Contact Name: Keith Vrba Address: 807 Forest Ridge Drive, Suite 105, Bedford TX 76022 Phone No.: 888.710.5250 ext 171 Fax No.: 817.510.1159 E-mail: keith.vrba(&fcltd.net Consultation Details Products to be Worked Onc Blue Coat Report Configuration Description of Work to be Performed: Blue Coat Report Configuration Actual Consultation Date(s): Total Consultation Hours Performed. Work Completed. By: Future Corn Engineer Pursuant to this Conclusion of Work Statement between Future Com and the Customer, this document certifies that Future Com has performed and completed the work specified in the attached Statement of Work. City of Fort Worth Authorized Signature (Above name printed) Title (printed) Date Future Com Ltd. Authorized Signature (Above name printed) Title (printed) Future Com Ltd. Confidential 100121 EDWNJMXCEXv14 City of Ft. Worth —Blue Coat Config v1.4 9