HomeMy WebLinkAboutContract 28554�
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PRO�� 101VAl� �l�I�!ll�� 14�i���Ml�l�NiRA�T i�. _.: _.�.
This PROF�SS10hdAL SERl�iCES RGREE�4ENT ("Agreem�nt") is made and
�nt�r�d into k�y artd between the �IT1� OF FORT �lIIC�FtiW (the "City"j, a home rule
municipal corpar�tion situated in portions o� i�rrant and Denton Count�es, Texas,
acting by �nd tl�rough , its duly authorized Assistanf City ��n�g�r,
and ����IFt� COI�INY�RCE Sv�i�14d�S ["�an�ultant"} � Texas corporation and
acting by �nd thraugh �on Pl�w�nan, i�� duly authoriz�d Chief Operating 4#ric�r.
'�. SC�PF OF ��VI���,
Consultant hereby agrees to pro�jde the City with professional consufting
services to assess the �ecurify of the planne� City of Forfi 1�lorth Water D�pa�#m�nt's
electronic billing system. 7he specifics of the services to be pro�ided are described i�
detail in �xhibit A"Statement of Vllori�," �tta�hed h�r�ta and incorporated for all
purposes. in the e�ent nf conflict between the �xhibit and thfs Agr�emen#, the terms of
#his Agreemen# sha�l control.
�. ����.
This Agreement shall commence upon the daie that both the City and Cansultant
have �xecuted fhis Agreement ("�ffective �ate") and shall co�tinue in full force �nd
effect until terminated in accordance with the pro�isions o� this Agreement or when the
City prouides Cpnsul��nt with written notice that Consult�nt has fuifilled ifis obligations
under this Agreement and that Consultant's services are no ionger required. Alt work
under this cantract will be complet�d prtor to the tentati�� rollaut d�te of th� e-biiling
system, which fs set for il�ay 7{h, 2003.
�'. C��VdIP�N�,AiIC�N.
The City shall pay Consultant an amount not to �xceed $15,400.00 including
expen�es per �xhibit �9 in accordance with the pro�isians of this Agreement.
Consultant shaii n�t perform any additional services for th� City nat specified by this
Agre�m�nt un��ss th� Cit� requesfis and approv�s in wri#ing the �dditional easts for
such services. ihe Gity shall not b� liable for any additional expenses ofi Consultant
not specifiied by this Agreement unless the City first approves such expens�s in
writing.
4. '1°�RNiIN�1`I�fV.
�.7. Written fVotic�.
i�e City or Consultant may fierminate this Agreement a# a��!�i��. _r�d ��� a��
any reason by its praviding the o#her parky with 30 d�ys' Wr��t�'�,�''�.�� �;r'
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t�rmina#ion.
4.2 iVon-ap�rop�iation of Funds.
In the �v�nt no �und5 or insufficient funds ar� appropriat�d �y th� Ciiy in
any fiscal period fior any payments due h€r�under, City will notify Consultant of
such occurr�nce and t�is Agreement sh�ll terminate on th� East d�y �f th� fiscal
period for which appropriations were recei�ed without p�nalty ar expense �o the
Ciiy of any kind wh�tsoe�er, excep# as to the por�ions of the payments herein
agreed upon for which funds shal[ be b�en apprnpriated.
4.3 �uti�s and 4blipations of the ��rt�es.
Cn the event that this Agreement is #ermin�t�d prior to the Expiration
Date, th� City shali pay Con�ult�nt for s�rvices aetually rendered as of th�
effecti�e date of termination and Consultant shall continue to pravide the City
with services r�quested by th� City and in �ccordanc� with this Agre�men� up
ta the eifective date of termination.
�. �I�C�O��R� �F ��NFLIGT'� A�I� �BR��I���il�l I�F�I�IVdL4ilON.
Consultant hereby warr�nts to the City that Consultant has made full disclosure
in writing of any existing or potential conflicts of int�r�st r�lated td Consu�t�nt's
services and propos�d services with respecf to the Scope af Services. In the event
#hat any conflicts of int�rest aris� afier the �ffective ��t� of this Agf��ment,
Consultant hereby agrees immediately to m��ze full disclosure to the City in writing.
Consultant, for itself �n� its officers, �g�nts �nd employees, further agr�es th�t tt shall
treat all information provided to it by the City as con#idential and shall r�ot disclos� any
such infiormation ta a third p�rty Without the prior written �pproval of the City.
�. Ii�����N��Ni C�R�T�►�T�R.
If is �xpressly und�rstood and agre�d that Consultant shall oper�te as �n
independent contractor as to all rights and privileges gr�nted herein, and not as
ag�nt, r�pres�ntatir►� or employee of ihe City. Subject to and in accordance vvith the
conditions and pr�o�isions of this Agreement, Consultant shall have the exclusive right
to control the details of its aperatior�s and acti�ities �nd be solely respansible for th�
acts and omissions of its officers, agents, servants, employees, co�t�actors and
subcontr�ctors. Gansult�nt acknowl�dges that the d�ctrine af respondeaf superior
shall not �pply as b�#ween t�e Ci#y, its o�icers, agents, servants and employ�es, �nd
Consult�nt, its of�icers, agen#s, employees, s��vants, contr�ctors and �ubcontr�ctors.
Gor�sultant further agre�s that nothing herein shall be construed as the creation of �
partnership or joint enterprise betwe�n City and Consultant.
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7. l�fA�l�l�i+ ARiB IRlDE�I�VIFIC14iI�iV.
CONSULiANT ShIA�� BE �1,4BL� AND R�SPOfIISI�LE FOR AlIIY ANA ALL
PROPERTY ��S�, PROP��iY p,�lVIAGE �4N�lOR P�'RS(7l1iAL !Il�JURY,
INCLUDlIV� D�Ai�,', TO �IVY AND ALL PERSOIVS, �I� ANY KIND dR CHRF�,4CTER,
l�.�W�iHE� REAL, QR ASS�f�7"�D, �� if�� �3C�'�NT C�US�D BY Yl�� IV�CLIG�IIii
ACT(S) OR �MlSS1�N(Sj, MALF�ASANC� OR lNTENTIDNAL MIS�ONDUCT OF
C0�l5UL►AN�, l�5 O��IC��i'S, �(��Il�7S, S�f�VAfiliS QR �MPLOY��S.
CONSU�TA�IIT COV�NAN�S AND A(�R��S TO, AfVD D4ES H���BY,
fhlD�149AdI�Y, W�L� HARML�SS �iVfl 9���11l� �I`�� Cl iY, !iS OFFI C�RS,
A��NTS, SEI�VANiS AND �MPLOY��S, �ROM AND A�GAfNST ANY ,4ND ALL
CL�IMS OFZ [�R1/!lS�1liS F�i� �riNER P�QP€RTY ��4MA�� AR LOSS
(INC�Uf�ING AL.LE��f7 DAMAGE OR �OSS TO CONSUL.TAl1di`S BUSl11�ESS ,4ND
ANY R�SULTtI1dG LOST PRO�lYS) AAlDI�R ��RSOAIAL IfiIJURY, lA�C�U�fN�
DEA TH, TO ANY AND ALL PFRSQNS, OF ANY KIND 4R CF�ARACTER, Vi/f�ETHER
R�AL OR ASS�R��'L?, ARISING OUi OF pl� !N CD►WIV�CTIOIV U�JfiH TNfS
AGREEM�11lT, TO iN� �CTENT CAUSE� BY �"f;� IVEGLIGEl1lT AC7S OR
4�/11SS1QNS Of,' I�I�IL��A�AIVC� O�' C�NSULTAf�% !TS OF�IC�'R�, ���"NiS,
S�RVANTS QR �MPLOYE�S.
�. A����I��I�CNT AND �UF��Of�T��YIR��.
Consultant sha!! not assign or subcontract any of its duties, obligat�ons or r{ghts
under this Agre�ment wi#hout th� prior waritten consent o� the City. If the City gran#s
SUCh COCt5Bf1t, the assignee or subcon#ractor shall execute a writt�n agreement wiih
the City under which #he assignee or su�cont�actor �grees to be bound by th� duties
and obligat�ons of Consultant under this Agreement.
g. ���A�"LI�i�CE IdVITH L14V�d .$�IP�I�N�f�. �UL�� I�R'� ����ILJ�T'1�N�.
Consultant agrees to comply with all federal, state and local laws, ordinances,
rules 2�nd regul�tions. If the City notifies Consultant of any �ioiation o� such la�vs,
ordin�nces, rules or r�guiations, Consultant shall immediate�y desist from and correct
the viola�ion.
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�o. ���-�r�c�i��r��ri�� c�u�����°.
Cor�sultant, for itself, its personal representati�es, assigns, subcor�tractors and
succ�ssors in �nterest, �s part of the cansider�tion herein, �grees that in the
performance of Gonsultant's duties and obligations ��r�under, it shall not discriminate
in th� treatment or em�loym�nt of �ny individual or group a� individ�afs on th� basis af
race, color, national origin, religion, har�dicap, sex, or fiamilial status. If any claim arises
fram an �Ileged via�atic�n ofi this non�discrimination cavenant by Consultant, its �ersonal
representati�es, assfgns, subconfiractors ar successors in interest, Consultant agre�s
to assuma such �iability and ta indemni�y and defend the City and hold the City
harmless fram such claim.
� 1. NOiIC�S.
Natices required pursuant to t�e provisions of this Agreement shall be
conclusiv�ly determined to have been del��er�d when (1) hand-deli��r�d to the other
party, i�s agents, emplQyees, servants or representatives, (2) deli�ered by facsimile
with efectronic canfirmation of the transmission, o� (3) received by fhe o#h�r p�rty by
United States flAailq registered, return receipt request�d, addressed as follows:
To YH� C1�1f:
Gity of �ort Worthlfi Salutions
i Op0 Throckmo�fon
Fort Warth TX 76102-6311
Facsimile: (81 �) ���-�6�4
1�. �O�i�IYl�iI�N B� E�11�LOY���.
To CO�SU�TAiVT:
Secur� Commerce Systems, Inc.
1 �225 �I Camino �eal, Suite 340
Houston, iX 77D5�
F�csimile: (�81 } 2�6�260?
i��ither the City nor Consu�t�nt sh�ll, during th� term o� this �greement and
additionally a period of one year after it� iermination, solicit for employment or employ,
wheth�r as employ�e or independent contractor, �ny person who is or has begn
employed by the other during the t�rm of this agreement, wi#hout the prior written
consent of the p�rsan's empioyer.
1�. ��V��IV�Y�N�'A� ��l�1EFi�.
It is und�r�taod and agreed that by execution ofi' this Agreement, the City do�s
not waive or surr�nder any �f its go�ernmental powers,
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��. F�OI�IAIl���,
The failure of the City or Cansultant to insisi upon the performance of any term
or pro�i�ion af #his �qreement or #o ex�rcise �ny right granted h�rein sh�ll not
constitute a waiver of #h� City's or Consultant's respectiv� right to insist upon
appropria�e per�ormance vr to assert any �uch right on any future occ,�sion.
15. CONSY�iU�T°ION.
This Agreement shall be construed in accordance with the int�rnal I�ws of the State af
i�xas. if any aciian, r�heth�r real or asser�ed, at I�w or in equfty, is brought on the
basis o� this Agreement, �enue for such action shall lie in state courts located in
iarran# County, iexas or the Unit�d Stat�s Dis#rict Court far the h�orthern Disfrict of
Texas, Fort Worth divisian.
�6. S����1�1�i".
ff any pro�isinn af this Agre�ment is held to be invalid, t[l�ga� ar unenforceable,
the ��lidity, legality and �nforc�abili#y of the rem�ining pro�isions shall not in any way
be �ffected ar impaired.
19. ����� �AA��I�Rf�.
The City and Consuf#ant shall exercise their best ��Forts to meet their respective
dufiies and obligations as set f�rth in this Agr�ement, but shall not be h�fd liable far
any delay or omission in perform�nce due to force majeure or other causes beyond
th�ir re�sonable control, in�luding, but n�# #imi#ed to, com�lianc� with any go�ernment
law, ordinance or regulation, acts of �od, acts o� omissian, fires, stri�es, lockauts,
national disasters, Wars, riots, materia� or labor restrietions by any governm�ntal
authori#y, transportation problems andiar any oth�r similar cause�.
1�. b�DIN�S N�1� �����B�LIfV�.
Headings and titles used in this Agreement are for reference purpases only and
sh�ll nnt be deemed a parf of this ►4greemQn#.
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19. ��'TIf:�TY OF l�f�l��j�J,�IVi.
This Agreement, including the schedule of exhibits attached hereto and any
documents �ncorp�rafied herein by r�f�renca, cont�ins the �ntire und�rstanding and
agreement between the City and Consultant, their assigns and successars in inter�st,
as to fhe matters contained h�rein. Any prior or contemporaneous arai �r written
agreement is Ftereby declared null and void to th� extent in confrlict with any provision
o� this Agreement.
� IN Wil"IVES��S Wy ER�EOF, the parties here#o ha�e exeeuted th�s Agreement in
mul#i les this�v da � ���._�,.�, 2003.
CITY OF FO�T WOR�' '
A�sistant �ity
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RTT�S��ntract
SE�URE C��fii1��RCE SYSTEiNS, If�C.
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�y:
{name)
(title�
A��Si:
Manag�r ,
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Authorization
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�y:
Gi#y Secretary,
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AP�ROl�ED RS TO FORf� �411l�
LEGALITY:
�ssistant City A#torney
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�XHI�IY A
Sfatemenf of Work
Secure Commerce, Systems �� pleased fio propo�e assistance to the City ofi V�or� Worth
Water Department in revi�wing the impl�mentation plans for its new electranic billing
system, in assuring th�t appropriate security me�sur�s ar� put into plac�, and in
�ssessing the s�curity of the implem�nted system. 1 F�is prapos�l is based on the
"��twork Security & Vulnerai�ifity Ass�ssment �epo�, " dated �ecember �6, �00�; a
review of the Gity of Fort Worth network; and Secure Commerce Systems' expert
��nowledge and exp�rience wi�h �S �'�99, ISO 9�i99, Departm�nt o� I�omeland
Defer�s�, "The National Strategy to Secur� Cyherspace"- Best Practices, and other
standards �pplicable to the City ofi Fort l�orth.
A. �cope o� Work
Under the scop� af tlus agreement, Secure Commerce Systems will deliver to the City aiFort
Worth Water De�artment its set�ior technical eonsulting services, bof� on-site at tlze City af Fort
Warth and remotely via e-mail and telephone, far the fallowing tasks:
1, Review af the propos�d Water Department electronic billing spstem architecture
�. Recommendations for architectural changas based on security Best Practices
3. Recammenc�ations far security hardening oF component systems based on Best
Practices
4. Investigation of security issues concerning linka.ge fram the City web site to Water
Department electror�ic billing system web pages
5, Review of saftware cod� for the Water Department electronic billing system
The scope a.ddressed i� all these senior technical consulting services will be the informatian
systems administered by the Water Department of the City of Fort Worth.
A.1 Apchiteciure Review & Recommendasians
Secure Commerce Sqstems proposes �o assist the City af Fort Worth Water Department in a
review of its propased etectronic biliing system archi�ecture and in the develapment of
recommendations for any ch��es based on the application of security Best Prac�ces. The review
will co�sider a number o£ security architecture issues far the proposed system, including the
following:
� t3peratianal capabiiities of the system
• System data flaw(s)
• Network architecture locations for front-end and back-end cornponent systems
• Connectivity of front-end and back-end systems to each other, to customers, and
to administrators
• System access eontrol capabilities
� System event logging and alerting capabilities
o Lacation and configuration of firewalls, VPNs, proxies, and other security devices
� Possible security implicatians of any proposed use of DNS, LDAP, Windows file
sharing, etc.
.�i. Z Secu�Bty Sa.�dening Recommendations
Secure Com�nerce Systems proposes ta assist the City of Fort Worth Water Depa.rtment in the
development of recommendations far secunity hardeni�g of its proposed electronic billing system
components. These recommendations will be based on the application of securi#y Best Practices
and will address issues pertinent ta a number af software platfarms �nd applications that �ave
been p:raposed for ths electronic biIlzng system, sucb as:
• IBM AS/400
o Microsaft Windows 2000 Server
� IBM WebSp�ere and DS2
� Applica,ble firewalls and other network equipment
A.3 City �'eb Site Linkage Invesiigatian
Secure Comrnerce Systems prop�ses to assist the City of Fort Worth Water Depa.rtment in a brief
investigation of possibie security issues cancerning the linkage from the City of Fort Worth web
site to the Water Department electronic billing system web site. if security issues are identified,
recommendations will be provided to address mitigatian of the discovered risks.
A.4 Secut�ity Assessment
Secure Commerce Systems propases to assist the City of Fort Worth Wa�er Department sn a
technical examination of its fii�ty implemented electroni�c billing system, utilizing automated to�ls
to assess the connectivity and network en�ironment and to e�aluate the adequacy af �ecurity
contrals in pla.ce. This examination will be performed frorn two perspectives:
Outside Laolcing Ir�
The purpose of this �i�w will be to simulate typical "hacker" type activities by analyzing
remote access to t�e Water Department electronic billing system environment. The
outcome afthis tas�� will be used to determine whether it is passible to attack #he
perimeier security of th� system and to ga,in unauthorized aceess to resourcas within it.
ti. Ins�de Lool�ing Out
The purpo�e of this �iew will be to ass�ss the �Vater Department electronic billing system's
interna� netwark systems ia detern�ne whether it is passible to explpit security
vulnerabilities to gain unauthorized ac�ess to resources or to create denial of �ervice
situations.
T�e output of �tus examination will be a document �hat inc�udes an Execu�ive Sum�ary oi
tha ir�formation security vulnerabilities discovered, as well as detailed finrdi�ags �hat wi�ll
provide the IT professionals respansible for �ulnerability remediation with infarmation on
where to find patches and suggested technology alternatives.
A. 5 Re�►iew of Eleed�anic Billing Sys%m So, ftware Code
Review electroni.c bi�l�iing system software cod� for security le�ks, m�licious code vulnerabilities,
and buffer o�erIlow issues that may cause the design architecture of the code to be easily hacked
or al�ered. Establis� perFormance test on sQftware code ta ensure system integrity.
B. Deliverable�
iTnder #he sco�e of tt�is agreement, Secure Commerce Systems will d�liver to the City oiFort
Worth Water Department the follawing work praducts:
• Electronic billing system architecture review and recommendations document
� Electronic b�ill�in� system security h�rdening recommendations document
� Report an irivestigati�n concerning linkage fro�n the City web site ta electronic billing
system web pages
� Electranic billing system s�curity asse�sment report document
�, City of Fort Worth Responsibilities
The City of Fort Warth will identify and make available the necessary personnel and
documebtation to provide the reievant inforn�ation necessary to pesform tk�e specified assessment
work.
The City af Fort Worth will provide affice space, supplies, and telecarnmunications facilities as
required diuing on-site work.
D. �taffing and Fees
Barry Diller and f�eith Hayes will be the security consultants %r this praject, each with a$175.00
fee rate per hour. Biograp�ies are presented in Appendix A.
1 Architecture Review &
Recommendatians
2 Security Hardening Recomm�ndatians
3 City Web Site Linkage Invest�gation
4 Security Assessment & Repart
Total, not includin� expenses
24 $4,200
24 $�,ZOU
S $1,40Q
24 $4,20Q
- . -- 80 $14,000
Secure Commerce Syste�ns is a. �tate of Texas Qualified Infarmation Systems Vendar {QISV},
number
17645945341QQ.
D.1 Expenses
Pro£essional fees do not include travel and li�ving costs. Actual travel ar�d living expenses incurred
by Secure Commerce �ystems consultants will be passed an to th� City of Fort Warth for
reimbursement under the terms afthis agreement. Secure Commerce 5ystems strives to reduce
travel expense� on behalf of its cfienfs. Expenses will not exceed $1400 and will be billed on
actual.
I%� Sehedule
Secure Commerce System's consultants are ready to begin work t�e week Febn�axy 20th, ��03.