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HomeMy WebLinkAboutContract 43921CITY SECRETARY COMMACT BYO. _9 L. �{ 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 Susan Alanis, its duly authorized Assistant City Manager, and M & S Technologies, Inc., (the "Consultant" or "Contractor"), a Texas Corporation and authorized reseller of TIBCO LogLogic, each individually referred to as a "party" and collectively referred to as the "parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A — Statement of Work plus any amendments to the Statement of Work 3. Exhibit B — Payment Schedule 4. Exhibit C — Milestone Acceptance Form 5. Exhibit D — Network Access Agreement 6. Exhibit E — Signature Verification Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terms and conditions of this Professional Services Agreement shall control. 1. SCOPE OF SERVICES. Consultant hereby agrees to provide the City with professional consulting services for the purpose of installing, configuring, testing, and data placement into LogLogic TIBCO log management appliances and software for quick access to detailed activity of key systems and networks related to the City's payment card transactions (the "Project"). Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect for 1 year ("Term"), unless terminated earlier in accordance with the provisions of this Agreement, or extended upon mutual written consent of the parties. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $84,938.82 in accordance with the provisions of this Agreement and the Payment Schedule attached as Exhibit "B," which is incorporated for all purposes herein Consultant shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services. The City shall not be liable for any additional expenses of Consultant not specified by this Agreement unless the City first approves such expenses in writing. IT Professional Services Agreement M&S Technologies, Inc. on behalf of TIBCO LogLogic 11-21-12 PO4:22 IN 1 i1 li i( r t ;k`)1i [2;1, [1kn( Ern i cT I1\`I_l fl=ily `1i'yK Revised June 2012 TERMINATION. 4.1. Convenience. The City or Consultant may terminate this Agreement at any time and for any reason by providing the other party with 30 days' written notice of termination. 4.2 Non -appropriation of Funds. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, City will notify Consultant of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.3 Breach. Subject to Section 29 herein, either party may terminate this Agreement for breach of duty, obligation or warranty upon exhaustion of all remedies set forth in Section 29. 4.4 Duties and 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. Upon termination of this Agreement for any reason, Consultant shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Consultant has received access to City information or data as a requirement to perform services hereunder, Consultant shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. 5. DISCLOSURE OF CONFLICTS AND CONFIDENTIAL INFORMATION. 5.1 Disclosure of Conflicts. Consultant hereby warrants to the City that Consultant has made full disclosure in writing of any existing or potential conflicts of interest related to Consultant's services under this Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement, Consultant hereby agrees immediately to make full disclosure to the City in writing. 5.2 Confidential Information. Consultant, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3 Unauthorized Access. Consultant shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Consultant shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised, in which event, Consultant shall, in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. RIGHT TO AUDIT. Consultant agrees that the City shall, until the expiration of three (3) years after final payment under this contract, or the final conclusion of any audit commenced during the said three years, have IT Professional Services Agreement Revised June 2012 M&S Technologies, Inc. on behalf of TIBCO LogLogic access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records of the consultant involving transactions relating to this Contract at no additional cost to the City. Consultant agrees that the City shall have access during normal working hours to all necessary Consultant facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this section The City shall give Consultant reasonable advance notice of intended audits. Consultant further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, until expiration of three (3) years after final payment of the subcontract, or the final conclusion of any audit commenced during the said three years have access to and the right to examine at reasonable times any directly pertinent books documents, papers and records of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this agreement, and not as agent representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, 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. It is further understood that the City shall in no way be considered a Co -employer or a Joint employer of Consultant or any officers, agents, servants, employees or subcontractors of Consultant. Neither Consultant, nor any officers, agents, servants employees or subcontractors of Consultant shall be entitled to any employment benefits from the City. Consultant shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself and any of its officers, agents servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. A. LIABILITY - CONSULTANT SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONSULTANT ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. B INDEMNIFICATION - CONSULTANT HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONSULTANT'S BUSINESS AND ANY RESULTING LOST PROFITS) ANDIOR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF CONSULTANT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade IT Professional Services Agreement Revised June 2012 M&S Technologies, Inc. on behalf of TIBCO Loglogic secret, or similar property right arising from City's use of the software and/or documentation in accordance with this agreement. Consultant shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim, and City agrees to cooperate with it in doing so. City agrees to give Consultant timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. If the software and/or documentation or any part thereof is held to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or compromise, such use is materially adversely restricted, Consultant shall, at its own expense and as City s sole remedy, either (a) procure for City the right to continue to use the software and/or documentation; or (b) modify the software and/or documentation to make it non -infringing, provided that such modification does not materially adversely affect City's authorized use of the software and/or documentation; or (c) replace the software and/or documentation with equally suitable, compatible and functionally equivalent non -infringing software and/or documentation at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Consultant, terminate this agreement and refund to City the payments actually made to Consultant under this agreement. 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 of the Consultant under this Agreement prior to the effective date of the assignment. If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Consultant referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Consultant under this Agreement as such duties and obligations may apply. The Consultant shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. Consultant shall provide the City with certificate(s) of insurance documenting policies of the following minimum coverage limits that are to be in effect prior to commencement of any work pursuant to this Agreement: 10.1 Coveraae and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1 000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle' shall be any vehicle owned, hired and non -owned (c) Worker's Compensation - Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee IT Professional Services Agreement M&S Technologies, Inc. on behalf of TIBCO LogLogic Revised June 2012 $500,000 Disease - policy limit This coverage may be written as follows: Workers' Compensation and Employers' Liability coverage with limits consistent with statutory benefits outlined in the Texas workers' Compensation Act (Art. 8308 —1.01 et seq. Tex. Rev. Civ. Stat.) and minimum policy limits for Employers' Liability of $100,000 each accident/occurrence, $500,000 bodily injury disease policy limit and $100,000 per disease per employee (d) Technology Liability (E&O) $1,000,000 Each Claim Limit $1,000,000 Aggregate Limit Coverage shall include, but not be limited to, the following: (i) Failure to prevent unauthorized access (ii) Unauthorized disclosure of information (iii) Implantation of malicious code or computer virus (iv) Fraud, Dishonest or Intentional Acts with final adjudication language Technology coverage may be provided through an endorsement to the Commercial General Liability (CGL) policy or a separate policy specific to Technology E&O Either is acceptable if coverage meets all other requirements. Any deductible will be the sole responsibility of the Prime Vendor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims -made, with a retroactive or prior acts date that is on or before the effective date of this Contract. Coverage shall be maintained for the duration of the contractual agreement and for two (2) years following completion of services provided. An annual certificate of insurance shall be submitted to the City to evidence coverage. 10.2 General Reauirements (a) The commercial general liability and automobile liability policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. (b) The workers' compensation policy shall include a Waiver of Subrogation (Right of Recovery) in favor of the City of Fort Worth. (c) A minimum of Thirty (30) days notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City Attorney at the same address. (d) The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A- VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required, written approval of Risk Management is required. (e) Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. (f) Certificates of Insurance evidencing that the Consultant has obtained all required insurance shall be delivered to the City prior to Consultant proceeding with any work pursuant to this Agreement. IT Professional Services Agreement Revised June 2012 M&S Technologies, Inc. on behalf of TIBCO LogLogic 11. COMPLIANCE WITH LAWS. ORDINANCES. RULES AND REGULATIONS. Consultant agrees that in the performance of its obligations hereunder, it will comply with all applicable federal, state and local laws, ordinances, rules and regulations and that any work it produces in connection with this agreement will also comply with all applicable federal, state and local laws, ordinances rules and regulations. If the City notifies Consultant of any violation of such laws, ordinances, rules or regulations, Consultant shall immediately desist from and correct the violation. 12. NON-DISCRIMINATION COVENANT. Consultant, for itself, its personal representatives, assigns, subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Consultant's duties and obligations hereunder, it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law If any claim arises from an alleged violation of this non- discrimination covenant by Consultant, its personal representatives, assigns, subcontractors or successors in interest, Consultant agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim 13. NOTICES. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered to the other party, its agents, employees, servants or representatives, (2) delivered by facsimile with electronic confirmation of the transmission, or (3) received by the other party by United States Mail, registered, return receipt requested, addressed as follows: City of Fort Worth Attn: Susan Alanis, Assistant City Manager 1000 Throckmorton Fort Worth TX 76102-6311 Facsimile (817) 392-8654 With Copy to the City Attorney At same address 14. SOLICITATION OF EMPLOYEES. M & S Technologies Inc. Attn: Sean Stenovitch President 2727 LBJ Freeway STE 810 Dallas, TX 75234 Facsimile: 214-420-5888 Neither the City nor Consultant shall, during the term of this agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this agreement, without the prior written consent of the person's employer. Notwithstanding the foregoing, this provision shall not apply to an employee of either party who responds to a general solicitation of advertisement of employment by either party 15. GOVERNMENTAL POWERS/IMMUNITIES It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers or immunities. 16. NO WAIVER. The failure of the City or Consultant to insist upon the performance of any term or provision of IT Professional Services Agreement Revised June 2012 M&S Technologies, Inc. on behalf of TIBCO LogLogic this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Consultant's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. GOVERNING LAW / VENUE. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought pursuant to this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 18. SEVERABILITY. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 19. FORCE MAJEURE. The City and Consultant shall exercise their best efforts to meet their respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control, including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires 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, shall not be deemed a part of this Agreement, and are not intended to define or limit the scope of any provision of this Agreement 21. REVIEW OF COUNSEL. The parties acknowledge that each party and its counsel have reviewed and revised this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. AMENDMENTS. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument, which is executed by an authorized representative of each party. 23. ENTIRETY OF AGREEMENT. This Agreement, including the schedule of exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Consultant, their assigns and successors in interest, as to the matters contained herein. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. IT Professional Services Agreement Revised June 2012 M&S Technologies, Inc. on behalf of TIBCO LogLogic 24. COUNTERPARTS. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument 25. WARRANTY OF SERVICES. Consultant warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30) days from the date that the services are completed. In such event, at Consultant's option, Consultant shall either (a) use commercially reasonable efforts to re -perform the services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to Consultant for the nonconforming services. 26. MILESTONE ACCEPTANCE. Consultant shall verify the quality of each deliverable before submitting it to the City for review and approval. The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form, which is attached hereto as Exhibit "C " If the City rejects the submission, it will notify the Consultant in writing as soon as the determination is made listing the specific reasons for rejection. The Consultant shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable. Payment to the Consultant shall not be authorized unless the City accepts the deliverable in writing in the form attached. The City's acceptance will not be unreasonably withheld. 27. NETWORK ACCESS. If Consultant, and/or any of its employees, officers, agents, servants or subcontractors (for purposes of this section 'Consultant Personnel') requires access to the City's computer network in order to provide the services herein, Consultant shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit D" and incorporated herein for all purposes. 28. IMMIGRATION NATIONALITY ACT. The City of Fort Worth actively supports the Immigration & Nationality Act (INA) which includes provisions addressing employment eligibility employment verification, and nondiscrimination. Consultant shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Consultant shall complete the Employment Eligibility Verification Form (1-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all 1-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Consultant shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Consultant shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Consultant shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Consultant. 29. INFORMAL DISPUTE RESOLUTION. Except in the event of termination pursuant to Section 4.2, if either City or Consultant has a claim, dispute, or other matter in question for breach of duty, obligations, services rendered or any warranty that arises under this Agreement, the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after IT Professional Services Agreement Revised June 2012 M&S Technologies, Inc. on behalf of TIBCO LogLogic discovering the claim, dispute, or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute Within ten (10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort, either through email, mail, phone conference, in person meetings, or other reasonable means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in connection with this Agreement. If the parties fail to resolve the dispute within sixty (60) days of the date of receipt of the notice of the dispute then the parties may submit the matter to non -binding mediation in Tarrant County, Texas upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties. Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation, then either party shall have the right to exercise any and all remedies available under law regarding the dispute Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute Either party may before or during the exercise of the informal dispute resolution process set forth herein, apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 30. SIGNATURE AUTHORITY. The person signing this agreement hereby warrants that he/she has the legal authority to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution ordinance or other authorization of the entity. This Agreement, and any amendment(s) hereto, may be executed by any authorized representative of Consultant whose name, title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporate herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. [SIGNATURE PAGE FOLLOWS] IT Professional Services Agreement Revised June 2012 M&S Technologies, Inc. on behalf of TIBCO LogLogic ' IN ITNESS WHEREOF the parties hereto have executed this Agreement in multiples this9)TT4iay of 9 P /94)) , 20 - J ACCEPTED AND AGREED: CITY OF FORT WORTH: Susan\Alanis is ant City Manager Date: I i (rt, 75 ATTES By: Mary �seri? City Seetary APPROVED AS T By M S Technologies, Inc.: By: Sean Stenovitch President Date: sc:,:e, VOIR; ? �VOQ000000 e-% U ND LEGALITY: Lita_tiicfry•60acc)re<'‘P Males 'a B Farmer Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C: C-25961 Date Approved: 11/12/2012 IT Professional Services Agreement M&S Technologies, Inc. on behalf of TIBCO LogLogic Revised June 2012 10 EXHIBIT A •• • M ® TECHNOLOGIES Scope of Work for City of Fort Worth LogLogic Deployment Prepared by TIBCO LogLogic Version 1.0 Prepared by TIBCO loglogic September 26, 2012 I OS . ©®9 IogIogic. STATEMENT OF WORK "SOW" Prepared for City of Fort Worth 1 Contents 1 Contents 2 2 Purpose of SOW 2 3 Project Contacts 2 4 TIBCO LogLogic Shall Perform the Following Services: 3 5 The Deliverables of this Engagement Shall Be* 3 5.1 Consultation 3 5.2 Implementation 3 5.3 Verification 3 5.4 Timeline 3 6 Assumptions and Required Cooperation' 5 6.1 REQUIREMENTS 5 2 Purpose of SOW This Statement of Work ("SOW") describes the scope of work, key tasks, and deliverables for installing, configuring, testing, and placing into production the newly acquired LogLogic TIBCO log management appliances and software (the project). The SOW is for the purpose of project management and is intended to provide enough detail for both LogLogic TIBCO and City of Fort Worth to be satisfied that the project is being approached in a practical and reasonable manner. 3 Project Contacts The scope of work, key work tasks, and deliverables delineated herein represent mutual understanding of the project at the time of completion of the SOW. The scope of the work may fluctuate depending on changes to the environment and additional assessment requests that may result from such changes. This SOW is limited to the services delineated herein. Any additional services requested by either LogLogic TIBCO or City of Fort Worth will require a change order or a separate SOW IogIogic. 4 TIBCO LogLogic Shall Perform the Following Services: • 3-day TIBCO/LogLogic professional service • Install/configure Bundle (1) MX3020; (1) PCI Module; (up to 6) Lasso instances 5 The Deliverables of this Engagement Shall Be: 5.1 Consultation • Evaluate scope of log sources that require connection to TIBCO LogLogic appliances • Assess requirement of TIBCO LogLogic hardware • Verify configuration of network connectivity • Guide customer through Log Source Preparation Process 5.2 Implementation • Validate initial system hardware and configure network connectivity • Configure user accounts • Validate that all log sources are being received and logging in the appliances • Create required files based log collection schedules • Build log routing rules to forward data from LX's to the ST archiving device • Customize existing reports and alerts from the TIBCO LogLogic Compliance Suite • Configure reports required by customer for which there are no agile reports and are supported as Index reports • Select correct log sources and configure schedule for all reports • Coaching and learning begins (Knowledge Transfer) 5.3 Verification • Verify all in -scope log sources are received properly by the appliance; this includes all Syslog sources, LogLogic Lasso (Windows) and other collectors • Verify sources are logging sufficiently detailed audit information for TIBCO LogLogic Compliance Suite reports. Effort shall primarily focus on PCI compliance. • Verify reports are running accurately • Troubleshoot and tune Compliance Suite reports • Document customer's client's Compliance Suite settings • Train customer client on running daily, weekly and ad -hoc reports and on building effective alerts • Client knowledge transfer continues 111111.1 1 ill I. 3 IoaIoaic 5.4 TimeIine (Estimation) .5 Day Pre -Planning• Customer will identify and supply Acceptance Criteria guidelines as described in section 1.11 below. 1 Day: Deployment: Deploy and configure appliance and Lasso. • 1 Day: Information Training on LogLogic Solution 1 Day: Produce Operational Documentation: Produce LogLogic TIBCO operational documentation, including documentation of operational processes such as backup and restoration. LogLogic TIBCO shalt provide guidance and support for finalizing the operational procedures for log collection, analysis, alerting, reporting, backup and restoration. IIli] II !Id ,.. 4 •oe� IogIogic. 6 Assumptions and Required Cooperation: 6.1 REQUIREMENTS 6.1.1 Customer client will provide a safe work space for the onsite portion of the engagement. 6.1.2 Customer client will provide appropriate resources to assist consultant TIBCO with reasonable support throughout the implementation process 6.1.3 Customer client will complete Pre -engagement Checklist and Log Worksheet prior to engagement. 6.1.4 The Customer client have had the appliances installed and on the network prior to our arrival, 6.1.5 Customer client will provide a list of all log source IP addresses to be included in the solution, an overall architecture diagram and any network diagrams required to by LogLogic to understand the flow of log data 6.1.6 For Syslog capable log sources, customer client will configure Syslog service at the log sources to send to the LX/ST. as 6.1.7 Customer will install/configure collector agents required (i.e. AS/400) to deliver reporting to the TIBCO LogLogic appliances. 6.1.8 Customer client will provide logging level policies and definitions for all non TIBCO LogLogic devices participating in this solution. TIBCO LogLogic requires the logging levels in those source systems be adequate to support the business requirements. 6.1.9 Customer client will enable their networks to allow Syslog or other messaging required to support the collection of log data by the Appliances; Access to the Appliances' SSH and WEB interfaces; Access to the Appliances' real-time viewer; and allow FTP, SFTP, SCP, HTTPS access from the Appliance's in support of file log collection. 6.1.10 Customer client will provide scoping guidelines for TIBCO LogLogic management station (for example, will there be business unit, geographic, topology related grouping of the data). 6.1.11 Customer client will map TIBCO LogLogic reports/alerts to internal control frameworks (as needed) 6.1.12 Customer client will work with TIBCO LogLogic in developing report distribution requirements and in report testing. 6.1.13 Customer client will integrate any TIBCO LogLogic supplied reports into existing reporting process if required. Ili 5 O.0 IogIogic. 6.1.14 Customer client will develop a file rotation and retention policy for log data that needs to be retrieved by the TIBCO LogLogic appliances via SFTP, FTP, HTTP, HTTPS, or SCP. TIBCO LogLogic will not be responsible for log file retrieval failure or recovery. An alarm will be built and sent to destination designated by Customer for rescheduling or resolution. 6.1.15 The ProSery Package does not include formal or course -led training on the TIBCO LogLogic product, basic knowledge transfer will be applied (Training will be covered under the Data Management Comprehensive on site Course) Project Coordinator By: By: Name: Name: Title: Title: Date Signed: Date Signed: se M&S TECHNOLOGIES Contact/Remit To Address: M&S Technologies 2727 LBJ Freeway, Suite 810 Dallas TX 75234 Sean Malone 1 1 1 LogLogic (TIBCO) 111524 10779.1-P 10103-1-F' 111521 • EXHIBIT B Phone: 214-420-5813 Fx: 214-420-5888 du keta9 mandstech. com wmv.mandstech.com e No, srstorner Name Date: Eiiiail: Phone: Submitted By: Description oat 14./13020 Apptianoit Lrxitogic Sikes Maintenance tr e MX.. 20 fpOan », 3 years (hardware) Comp5ancxe Suite-r'CI Ed on ErdrnfxrQ i trsr M uttr rr %it a, 3 years :Logtr:glc 3 Day Data Kan TEXAS DIR CONTRACT DIR-SDD-1531 This can be purchased through our Flexible Invoice Program: 092412b City of Ft Worth 9/24/12 10/30/12 wean. ntalone(fartwortttcov,orn Duke La List 15,000, $4,500 00 $ 150.00 $2,478.09 9,300 00 $22,495.00 Amlileild 1st% 28.00% 25.00% Price 2 :200.00 Total $25,200,00 $23,625.00 $23,625.00 $3,375.00 $3,375,00 ;1 1250 $675,00 7 OL 36,835:OO $21,370.25 $21,370 25 Subtotal $84,938.82 Shipping $0.00 Quote Total (USD): $84,938.82 Tax Not Included Standard payment terrrrs for M&S Technologies, Inc. are Net-30 pending credit approval unless otherwise indicated on this quotation. All multiple Invoice Proposals are W.A.C. eisi€des; bgti si __.___,� _.. .._._..,..:.__ _,_ _.. , w _ �r _ _:.._.._ .. _ _. signature line belaty, 1 represent that 1 am an authorized agent at the col rpatry anal hereby agree to the ten..s, conditions end pricing corrtakted in this estlrriate. In addition, I undemtand that this is a binding document that supercedes art prior verbal and written correspondence. Authorized Agent Inforrnation Signature of Authorized Agent: Phone: Ext. Date: Print Name: Company DUNS A: EXHIBIT C MILESTONE ACCEPTANCE FORM Services Delivered: Milestone / Deliverable Ref. #: Milestone / Deliverable Name. Unit Testing Completion Date: Milestone / Deliverable Target Completion Date: Milestone / Deliverable Actual Completion Date: Approval Date: Comments (if needed): Approved by Consultant: Approved by City Department Director: Signature: Signature: Printed Name. Printed Name. Title: Title: Date: Date: For Director Use Only Contracted Payment Amount: Adjustments, including penalties: Approved Payment Amount: IT Professional Services Agreement Revised June 2012 M&S Technologies, Inc. on behalf of TIBCO LogLogic 13 EXHIBIT D NETWORK ACCESS AGREEMENT 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide LogLogic Professional Services for access and monitoring of the City's networks related to payment card transactions In order to provide the necessary support, Contractor requires network access to the appliance, the hosts that the LogLogic Lasso software will be installed on, any log source that Contractor needs to collect from to perform services under the Agreement, and Internet access to download any necessary updates. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing LogLogic Professional Services for access and monitoring of the City's networks related to payment card transactions. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the Citys Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available u pon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of u ser IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. Services are being provided in accordance with City Secretary Contract No. . Services are being provided in accordance with City of Fort Worth Purchase Order No. . Services are being provided in accordance with the Agreement to which this Access Agreement is attached. No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met. 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may n ot share the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, e mployees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 5 1 Notice to Contractor Personnel — For purposes of this section Contractor Personnel shall include all officers, agents, servants, employees or representatives of Contractor. Contractor shall be IT Professional Services Agreement Revised June 2012 M&S Technologies, Inc. on behalf of TIBCO LogLogic 14 responsible for specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) Contractor shall be responsible for any City -owned equipment assigned to Contractor Personnel, and will immediately report the loss or theft of such equipment to the City (b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally - owned computer equipment to the City s Network (c) Contractor Personnel shall protect City -issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network (d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 (e) Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information (f) Contractor Personnel shall not copy or duplicate electronic information for use on any non -City computer except as necessary to provide services pursuant to this Agreement (g) All network activity may be monitored for any reason deemed necessary by the City (h) A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials [SIGNATURE PAGE FOLLOWS] IT Professional Services Agreement Revised June 2012 M&S Technologies, Inc. on behalf of TIBCO LogLogic 15 ACCEPTED AND AGREED: CITY OF FORT WORTH: By . Susan Janis Assistant City Manager Date: a3% I ATTEST: By City Secrets APPROVED AS/FORM A B1%;„ Assistant City Attorney M & C: none required CONTRACTOJL By: Name: Title: Date: o ame: o �5 tle: 0 ri PA" 000 arc, rtvig1/49 •Of NIZMASS. OFFICIAL RECORD � or SECRETARY PT. WORTh9 TX IT Professional Services Agreement M&S Technologies, Inc. on behalf of TIBCO LogLogic AME: & S Technologies, Inc. Sean StenoQitch President ge- Revised June 2012 16 EXHIBIT E VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company: M & S Technologies, Inc. Legal Address: 2727 LBJ Freeway, STE 810 Dallas, TX 75234 Services to be provided: LogLogic Deployment Execution of this Signature Verification Form ("Form") hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement, amendment or change order on behalf of Company. Such binding authority has been granted by proper order, resolution ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company. Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority. The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name. Sean Stenovitch Position: Pre.'.,.-nt S ignature 2. Name. Mark Miller Position: , ice President S ignature Name. Position: S ignature N ame. S ignature of -sident / CEO Other Title: Date: / F - i y _ i IT Professional Services Agreement Revised June 2012 M&S Technologies, Inc. on behalf of TIBCO LogLogic 17 M&C Review orth Texts provt : f DATE: 11/12/2012 REFERENCE NO.: CODE: C PE: SUBJECT: **C-25961 LOG NAME: 04M&S TECHNOLOGIES INC. CONSENT PUBLIC HEARING: NO Adopt Supplemental Appropriation Ordinance Increasing Appropriations in the Information Systems Fund in the Amount of $99,385.99, Authorize Execution of a Purchase Order with SecureWorks, Inc., in the Amount of $14,447.17 and Authorize Execution of a Professional Services Agreement with M&S Technologies, Inc., in the Amount of $84,938 82 for Cyber Security Services Required for Compliance with the Payment Card Industry Data Security Standard (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council: 1. Adopt a supplemental appropriation ordinance increasing appropriations in the Information Systems Fund in the amount of $99,385.99.00 and decreasing the available cash balance in the Information Systems Fund by the same amount 2 Authorize execution of a purchase order with SecureWorks, Inc., in the amount of $14,447.17 for cyber security services required for compliance with the Payment Card Industry Data Security Standard, and 3. Authorize execution of a professional services Agreement with M&S Technologies, Inc., in the amount of $84,938.82 for installation and maintenance for cyber security services required for compliance with the Payment Card Industry Data Security Standard using Department of Information Resources Contract DIR-SDD-1531 for the Information Technology Solutions Department. DISCUSSION: Multiple departments in the City of Fort Worth (City) accept payment cards for payment of services. As a condition of utilizing payment cards, the Payment Card Industry (Pa) has established a set of Data Security Standards (DSS) with which merchants, including the City, must comply. Among those standards is the requirement to retain and provide quick access to log information detailing activity of key systems and networks such as those related to the City's payment card transactions. The City is required to continually monitor these logs for signs of suspicious activity. Under the proposed Agreement, the City will utilize services and hardware provided by M&S Technologies, Inc (M&S) to collect and store this log information for security infrastructure components such as firewalls, secure connectivity, intrusion detection and anti -virus systems Through its 7 by 24 Security Operations Center, SecureWorks, Inc (SecureWorks), will monitor and analyze this information continuously and alert the City of potential threats to the payment card environment. Although this is a managed service City Cyber Security Staff will also have access to this information to identify, investigate and respond to security issues or incidents. A joint team from IT Solutions and the Water Department evaluated multiple service offerings. Based on cost, functionality and the ability to incorporate the service into existing City infrastructure, the team recommends the acquisition of hardware services and maintenance from M&S in the amount of $84,938,82, through M&S cooperative contract with the Texas Department of Information Resources. The monitoring and management services totaling $14,447 17 will be acquired through SecureWorks under an existing service Agreement with the City (City Secretary Contract No. 41800). SecureWorks currently provides other security monitoring http://apps.cfwnet.org/council_packet/rnc_review.asp?IC=17616&counciidate=11/12/2012 (1 of 2) [11/13/201210:18:12 API] M&C Review services under the existing Agreement. Following expiration of the initial term for the proposed services, they will be incorporated into the existing Agreement. COOPERATIVE PURCHASE - State law provides that a local government purchasing an item or service under a cooperative purchasing Agreement satisfies any state law requiring that the local government seek competitive bids for purchase of the item. The Texas Department of Information Resources Agreements are competitively bid to increase and simplify the purchasing power of government entities. M/WBE - A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE AMENDMENT - An increase or administrative amendment for the professional services Agreement may be made by the City Manager, or his designee, for an amount up to $50,000.00 and does not require specific City Council approval so long as sufficient funds have been appropriated. TERM The term of the professional services Agreement shall begin on November 7, 2012 and expire on September 22, 2013 for the services and the term for the maintenance shall begin on November 7 2012 and expire on September 22, 2015. FISCAL INFOATION/CERTIFICATION: The Financial Management Services Director certifies that upon adoption of the attached appropriation ordinance, funds will be available in the current operating budget, as appropriated of the Information Systems Fund. Upon approval the available cash balance of the Information Systems Fund will meet the reserve requirements of the Financial Management Policy. TO Fund/Account/Centers FROM Fund/Account/Centers 1) PI68 539120 0041100 $99.385.99 2&3) PI68 539120 0041100 $99.385.99 Submitted for City Manager's Office by: Susan Alanis (8180) Originating Department Head: Peter Anderson (8781) Additional Information Contact: ATTACHMENTS 04M&S TECHNOLOGIES INC. SA013.doc Steve Streiffert (2221) Alan Girton (8484) http://apps.cfwnet.org/councilpacket/mc_review.asp?ID=17616&councildate=11/12/2012 (2 of 2) [11/13/2012 10:18:12 AM]