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HomeMy WebLinkAboutContract 45275 (2)PROFESSIONAL SERVICES AGREEMENT siTV Cd,{±3-r—ifARYAir 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 the International Information Systems Security Certification Consortium, Inc. (ISC)2, (the "Consultant" or "Contractor"), a Florida corporation, and acting by and through David Shearer, its duly authorized Chief Operating Officer, 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 — Network Access Agreement 5. Exhibit D — 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 providing education and certification the City's relevant IT and software management staff. Attached hereto and incorporated for all purposes incident to this Agreement is Exhibit "A," Statement of Work, more specifically describing the services to be provided hereunder. 2. TERM. This Agreement shall commence upon the date that both the City and Consultant have executed this Agreement ("Effective Date") and shall continue in full force and effect for 1 year ("Initial Term"), unless terminated earlier in accordance with the provisions of this Agreement. Following the Initial Term, this Agreement shall be renewable at the option of the City for additional terms of one year each (each a "Renewal Term"). The City shall provide Consultant with written notice of its intent to renew at least thirty (30) days prior to the end of each term. 3. COMPENSATION. The City shall pay Consultant an amount not to exceed $76,320.00 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. 4. TERMINATION. 4.1. Convenience. IT Professional Services Agreement (ISC)2 1 UFFICIAL RECORD � 61117 SECRETARY Fir. WORTH, TX i Revised June 2012 asEIT,EIVEI) JAN 08 wiliM 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 and costs Consultant paid in preparation of event 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 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 cost to the City in accordance with Section 70 of the Texas Administrative Code. Consultant agrees that the City shall IT Professional Services Agreement Revised June 2012 (ISC)2 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. If Consultant engages Subcontractors to provide services pursuant to this Agreement, Consultant shall secure the right for the City to audit the directly pertinent books, documents, papers and records of subcontractor to determine compliance with this Agreement. 7. INDEPENDENT CONTRACTOR. It is expressly understood and agreed that Consultant shall operate as an independent contractor as to all rights and privileges and work performed under this agreement and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Consultant shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers, agents, servants, 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 P ROPERTY 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 EM PLOYEES. B. THE CITY SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, P ROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL P ERSONS, 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 CITY, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. C. 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) AND/OR 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. D. COPYRIGHT INFRINGEMENT - Consultant agrees to defend, settle, or pay, at its own cost and expense, any claim or action against the City for infringement of any patent, copyright, trade secret, or similar property right arising from City's use of the software and/or documentation in accordance with this agreement. Consultant shall have the sole right to conduct the defense of IT Professional Services Agreement Revised June 2012 (ISC)2 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 Coverage and Limits (a) Commercial General Liability $1,000,000 Each Occurrence $1,000,000 Aggregate (b) Automobile Liability $1,000,000 Each occurrence on a combined single limit basis Coverage shall be on any vehicle used by the Consultant, its employees, agents, representatives in the course of the providing services under this Agreement. "Any vehicle" shall be any vehicle owned, hired and non -owned (c) Worker's Compensation - Statutory limits Employer's liability $100,000 Each accident/occurrence $100,000 Disease - per each employee $500,000 Disease - policy limit This coverage may be written as follows: IT Professional Services Agreement (ISC)2 Revised June 2012 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 (ISC)2 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 Alan's, 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. (ISC)2 Attn: Graham Jackson 301 Park Place Blvd. Suite 400 Clearwater, FL 33759 Facsimile. (727) 683-0788 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 (ISC)2 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. 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 IT Professional Services Agreement Revised June 2012 (ISC)2 7 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. Intentionally deleted. 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 ` C" 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 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 IT Professional Services Agreement Revised June 2012 (ISC)2 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 "D" and incorporated herein by reference. Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. INMT ESS HERE F, the parties hereto have executed this Agreement in multiples this6S'cfay of A.4-200 . ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Susan Alanis Assistant City Manager Date: t4 Cityge-cNeta ry NAME OF CONSULTANT: By: Name: ,a/ /� ea `e yy � � 4 �f, Title: e.4,44,- te,a64).. e 0 - r'-- ► T ST: a.. -teao� �..i ct00000 trz- APPROVED AS TO FORM AND LEGALITY: By: CIONA-4C3 Maleshia B. Farmer Senior Assistant City Attorney CONTRACT AUTHORIZATION: M&C: Of a -a cP645 4 Date Approved: 9'cO"F IT Professional Services Agreement (ISC)2 9 43/4 e OFFICIAI Revised June 20'2 ©ITY SECRE`I�ARY !NORTH, arm EXHIBIT A STATEMENT OF WORK SECURITY TRANSCENDS TECHNOLOGY- (ISC)2 311 Park Place Blvd. Suite 400 Clearwater, FL 33759 July 23, 2013 Dear Sean, Purpose The purpose of this proposal is to offer City of Fort Worth education and certification of its relevant IT and Software management and staff Background (ISC)2 is an internationally based nonprofit organization with the sole mission of identifying, qualifying, educating, and certifying information security professionals (ISC)2 is exclusively responsible for content development, and education and global delivery of (ISC)2 owned intellectual property. Education is delivered through a variety of platforms and formats organized in three basic classifications: instructor -led, online/ e-Learning, and self -study. Educational courses have been developed to assist professionals in pursuit of CISSP R , CSSLP R , SSCP R CAP R , and CISSP concentration certifications, ISSMP R , ISSAP and ISSEP R . To address the global demand for these certifications, (ISC)2 has established offices in London, Hong Kong Tokyo, Florida, and the metropolitan Washington D.0 area. In fiscal year 2009, (ISC)2 celebrated 20 years of delivering quality educational programs throughout the world for government, commercial, and higher -education clientele. (ISC)2 certifications are developed and maintained as a common body of knowledge. This CBKR is a dynamic compendium of international content Therefore to insure the most recent and relevant course material and delivery by a qualified, approved (ISC)2 instructor, (ISC)2 highly recommends insisting on Official education delivered via (ISC)2, thereby assuring that City of Fort Worth is providing its candidates with the best education available. Official Instructors (ISC)2® is SC Magazine's consistent award winner in education or certification programs with awards in 2006, 2007, 2008 2009, 2010, 2011, 2012, and 2013 winner for the Best Professional Certification Education Program. (ISC)2 Institute and official (ISC)2 instructors have earned the distinction of being The Best Instructor Corps in the world." Each instructor is carefully chosen from among hundreds of candidates for their ability to deliver the (ISC)2 material in an educational and effective manner. They are required to have demonstrated expertise in the disciplines they are teaching and have exceptional presentation and delivery skills. An Official (ISC)2 Instructor is required to maintain a class approval rating of over 90% and most maintain IT Professional Services Agreement (ISC)2 11 Revised June 2012 an average score of over 95%. They must deliver course material in a professional manner, and comfortably face any challenges or problems that may arise during a course. An Official (ISC)2 Instructor has impeccable ethics and credentials and is continuously striving to improve in their knowledge, effectiveness in the classroom and ability to deliver the broad range of material in a clear and understandable manner. Less than one of every six candidates invited to participate in the Official (ISC)2 Instructor Certification Program will actually meet the standards required by (ISC)2 and become an Official (ISC)2 Instructor. We believe so strongly in our educational programs, that we will extend to City of Fort Worth our Educational warranty. The (ISC)2 certification warrantee entitles City of Fort Worth exam candidates that are educated by us, who fails an exam, an opportunity to attend another seminar at no additional cost. Education Information This proposal is for 2 CISSP training sessions to take place consecutively or non -consecutively before the end of April 2014, with a target date of January 2014 through April 2014. Each CISSP training session will run Monday thru Friday 8am until 5pm. All instructor costs including travel and other expenses are covered by (ISC)2. Upon receiving and getting approval of the purchase order, (ISC)2 will release the official study material to give the students as much time as possible to study and prepare before taking the CISSP training class. It is our understanding that payment will be made within 30 days of the time that the class is completed. (ISC)2 will release the CISSP exam vouchers upon receipt of payment for the exam vouchers. CISSP Review Seminar - $1,620 ($1,075 Discount) X 30 Students: $48,600 CISSP Study Kit - $325 X 30 Students: $9,750 CISSP Exam - $599 X 30 Students: $17,970 The Study Kit contains: - 3 Units of our studlSCooe Self Assessments. - 60 Days eLearnina package. - The (ISC) 2 Official Guide to the CISSP R CBK R textbook. - 100 Retired Exam Questions. Conclusion We look forward to providing City of Fort Worth with all of the benefits of education and certification support (ISC)2 R offers. As the sole contact for anyone pursuing certification through this arran ement, City of Fort Worth can expect the most professional and courteous assistance and support (ISCY affords its own membership of 90,000 credential holders. If you have any questions or additional requirements regarding this proposal, please feel free to contact me directly. Best Regards, Guy Wiltse Certification Consultant 703-637-4416 cjwiltse(a�isc2.orq IT Professional Services Agreement Revised June 2012 (ISC)2 12 EXHIBIT B PAYMENT SCHEDULE This proposal is for 2 CISSP training sessions to take place consecutively or non -consecutively before the end of April 2014 with a target date of January 2014 through April 2014. Each CISSP training session will run Monday through Friday 8am until 5pm. All instructor costs including travel and other expenses are covered by (ISC)2. Upon receiving and getting approval of the purchase order, (ISC)2 will release the official study material to give the students as much time as possible to study and prepare before taking the CISSP training class It is our understanding that payment will be made within 30 days of the time that the class is completed. (ISC)2 will release the CISSP exam vouchers upon receipt of payment for the exam vouchers. CISSP Review Seminar - $1,620 ($1,075 Discount) X 30 Students: $48,600 CISSP Study Kit - $325 X 30 Students: $9,750 CISSP Exam - $599 X 30 Students: $17,970 TOTAL NOT TO EXCEED $76,320.00 The Study Kit contains: - 3 Units of our studlSCoae Self Assessments. - 60 Days eLearnina Dackaae. - The (ISC)2 Official Guide to the C/SS • R CBKR textbook. - 100 Retired Exam Questions. IT Professional Services Agreement Revised June 2012 (ISC)2 13 EXHIBIT C NETWORK ACCESS AGR EMENT 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 training sessions to take place consecutively or non -consecutively before the end of April 2014, with a target date of January 2014 through April 2014. In order to provide the necessary support, Contractor needs access to the Internet and email. 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 training sessions. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D- 7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available 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. S ervices are being provided in accordance with City of Fort Worth Purchase Order No. S ervices are being provided in accordance with the Agreement to which this Access Agreement is attached. N o services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City -assigned user 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, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds for the City immediately to deny Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. IT Professional Services Agreement Revised June 2012 (ISC)2 14 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 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) (b) (c) (d) (e) (f) (9) (h) Contractor shall be responsible for any City -owned equipment assigned to Contractor Personnel, and will immediately report the Toss or theft of such equipment to the City Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally - owned computer equipment to the City's Network 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 Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information Contractor Personnel shall not copy or duplicate electronic information for use on any non -City computer except as necessary to provide services pursuant to this Agreement All network activity may be monitored for any reason deemed necessary by the City A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Contractor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Susa Alanis Assistant City 4anager Date: I_ ATTEST: Assistant City Attorney IT Professional Services Agreement (ISC)2 15 CONTR�AETOR NAME: By: Name: Oar, eft eater Title: Ch C e a 6;t4 6Yist c er Date: /eV/37/? ATTEST: OFFICI CITY SECRETARY rr.woata fl it2 29 M & C; none r x:mired VERIFICATION COM N! TUNL ANNOtifizir Full Legal Name of Company: International Information Systems Security Certification Consortium Legal Address: 311 Park Place Blvd. Suite 400, /Clearwater, FL 33759 Services to be provided: Security training Execution of this Signature Verification Form ("Forma) 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 Foy 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 Forrn that has been properly executed by the Company. 1. Name: David Shearer PosPiorta Chief 0 rail = cer Signature 2. Name: Position: Signature 3. Name: Position: S&gn t sro Nam A Signature of Pres trt q, Other Title:iJ�el�7;c� �L° e/ Date: arlo4-7#10iy IT Professional Services Agreement RovL J€ine 2012 (6sC)2 16 M&C Review Page 1 of 2 U CIL COUNCIL ACTION: Approved on 9/24/2013 DATE: 9/24/2013 REFERENCE NO.: CODE: SUBJECT: **C-26454 C TYPE: CONSENT LOG NAME: PUBLIC HEARING: Authorize Execution of a Professional Services Agreement with International Information Systems Security Certification Consortium Inc., in the Amount of $76,320.00 for Cyber Security Training for Non -Security Information Technology Staff in Multiple City Departments (ALL COUNCIL DISTRICTS) Official site of the City of Fort Worth, Texas FORT WORTH 04CYBER SECURITY TRAINING FOR NON - S ECURITY IT STAFF N O RECOMMENDATION: It is recommended that the City Council authorize the execution of a Professional Services Agreement with International Information Systems Security Certification Consortium, Inc., in the amount of $76 320.00 for cyber security training for non security information technology personnel in multiple City departments to be funded through a grant from the U.S. Department of Homeland Security. DISCUSSION: The City of Fort Worth (City) is continually exposed to potential cyber security threats to its information technology assets. A more complete defense requires continuous effort from non - security Information Technology (IT) personnel as they perform their day-to-day support and project work. The proposed training courses will provide IT personnel with training similar to that taken by cyber security staff and will include the opportunity to attain certification as a Certified Information Systems Security Professional (CISSP). Through this training, IT staff will gain the knowledge necessary to help build the IT systems in closer compliance to accepted security practice and identify potential or real threats much earlier in the cycle. Staff recommends acceptance of the proposal from International Information Systems Security Certification Consortium, Inc., to conduct two on -site courses. This proposal in the amount of $76 320 00 was among three bids received and represents the highest value to the City. This firm is the sponsor of the CISSP certification. However, the course does not focus on successful certification examinations, but on the increase of the student's security awareness and knowledge. The firm also makes available on-line material as preparation for the actual five-day courses The City has received funding approval from the U.S. Department of Homeland Security's Urban Area S ecurity Initiative Grant Program for the training. M/WBE Office - A waiver of the goal for MBE/SBE subcontracting requirements was requested by IT S olutions and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE AMENDMENT - An Administrative amendment or increase may be made by the City Manager for the Professional Services Agreement in the amount up to $19,080.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. http://apps.cfwnet.org/council_packet/mc review.asp7ID=18911&councildate=9/24/2013 9/30/2013 M&C Review Page 2 of 2 AGREEMENT TERM - Upon City Council's approval, this Agreement shall begin upon execution and expire upon completion of all services, but no later than December 31, 2013. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Grants Fund. TO Fund/Account/Centers FROM Fund/Account/Centers GR76 539120 004442607080 5761320.00 Submitted for City Manaaer's Office bv: Oriainatina Deaartment Head: Additional Information Contact: ATTACHMENTS Susan Alanis (8180) Peter Anderson (8781) Steve Streiffert (2221) Alan Girton (8484) http://apps.cfwnet org/council_packet/mciseview.asp7ID 18911&councildate=9/24/2013 9/30/2013