HomeMy WebLinkAbout24-009 - Hyde Group - Business Continuity and Disaster Recovery PlanningCity of Tukwila
6200 Southcenter Boulevard, Tukwila WA 98188
Contract Number: 24-009
Council Approval N/A
PROFESSIONAL SERVICES AGREEMENT
(Includes consultants, architects, engineers, accountants, and other professional services)
THIS AGREEMENT is entered into between the City of Tukwila, Washington, hereinafter
referred to as "the City", and the Hyde Group, hereinafter referred to as "the Consultant", in
consideration of the mutual benefits, terms, and conditions hereinafter specified.
1. Project Designation. The Consultant is retained by the City to perform Business continuity
and a disaster recovery planning, services in connection with the grant funded project for
like services.
2. Scope of Services. The Consultant agrees to perform the services, identified on Exhibit "A"
attached hereto, including the provision of all labor, materials, equipment and supplies.
3. Duration of Agreement; Time for Performance. This Agreement shall be in full force and
effect for a period commencing upon execution and ending when hours have been
completed, unless sooner terminated under the provisions hereinafter specified. Work under
this Agreement shall commence upon written notice by the City to the Consultant to proceed.
The Consultant shall perform all services and provide all work product required pursuant to
this Agreement no later than December 31st, 2024 unless an extension of such time is granted
in writing by the City.
4. Payment. The Consultant shall be paid by the City for completed work and for services
rendered under this Agreement as follows:
A. Payment for the work provided by the Consultant shall be made as provided on Exhibit
"B" attached hereto, provided that the total amount of payment to the Consultant shall not
exceed $27,500+tax without express written modification of the Agreement signed by the
City.
B. The Consultant may submit vouchers to the City once per month during the progress of
the work for partial payment for that portion of the project completed to date. Such
vouchers will be checked by the City and, upon approval thereof, payment shall be made
to the Consultant in the amount approved.
C. Final payment of any balance due the Consultant of the total contract price earned will be
made promptly upon its ascertainment and verification by the City after the completion of
the work under this Agreement and its acceptance by the City.
D. Payment as provided in this section shall be full compensation for work performed,
services rendered, and for all materials, supplies, equipment and incidentals necessary to
complete the work.
E. The Consultant's records and accounts pertaining to this Agreement are to be kept
available for inspection by representatives of the City and the state of Washington for a
period of three (3) years after final payments. Copies shall be made available upon
request.
5. Ownership and Use of Documents. All documents, drawings, specifications and other
materials produced by the Consultant in connection with the services rendered under this
Agreement shall be the property of the City whether the project for which they are made is
executed or not. The Consultant shall be permitted to retain copies, including reproducible
copies, of drawings and specifications for information, reference and use in connection with
the Consultant's endeavors. The Consultant shall not be responsible for any use of the said
documents, drawings, specifications or other materials by the City on any project other than
the project specified in this Agreement.
6. Compliance with Laws. The Consultant shall, in performing the services contemplated by
this Agreement, faithfully observe and comply with all federal, state, and local laws, ordinances
and regulations, applicable to the services rendered under this Agreement.
7 Indemnification. The Consultant shall defend, indemnify and hold the City, its officers,
officials, employees and volunteers harmless from any and all claims, injuries, damages,
losses or suits including attorney fees, arising out of or resulting from the acts, errors or
omissions of the Consultant in performance of this Agreement, except for injuries and damages
caused by the sole negligence of the City.
Should a court of competent jurisdiction determine that this Agreement is subject to RCW
4.24.115, then, in the event of liability for damages arising out of bodily injury to persons or
damages to property caused by or resulting from the concurrent negligence of the Consultant
and the City, its officers, officials, employees, and volunteers, the Consultant's liability
hereunder shall be only to the extent of the Consultant's negligence. It is further specifically
and expressly understood that the indemnification provided herein constitutes the Consultant's
waiver of immunity under Industrial Insurance, Title 51 RCW, solely for the purposes of this
indemnification. This waiver has been mutually negotiated by the parties. The provisions of
this section shall survive the expiration or termination of this Agreement.
8. Insurance. The Consultant shall procure and maintain for the duration of the Agreement,
insurance against claims for injuries to persons or damage to property which may arise from
or in connection with the performance of the work hereunder by the Consultant, its agents,
representatives, or employees. Consultant's maintenance of insurance as required by the
agreement shall not be construed to limit the liability of the Consultant to the coverage provided
by such insurance, or otherwise limit the City's recourse to any remedy available at law or in
equity.
A. Minimum Amounts and Scope of Insurance. Consultant shall obtain insurance of the
types and with the limits described below:
1. Automobile Liability insurance with a minimum combined single limit for bodily injury
and property damage of $1,000,000 per accident. Automobile Liability insurance
shall cover all owned, non -owned, hired and leased vehicles. Coverage shall be
written on Insurance Services Office (ISO) form CA 00 01 or a substitute form
providing equivalent liability coverage. If necessary, the policy shall be endorsed to
provide contractual liability coverage.
2. Commercial General Liability insurance with limits no less than $2,000,000 each
occurrence, $2,000,000 general aggregate. Commercial General Liability
insurance shall be at least as broad as ISO occurrence form CG 00 01 and shall
cover liability arising from premises, operations, stop -gap independent contractors
and personal injury and advertising injury. The City shall be named as an
additional insured under the Consultant's Commercial General Liability insurance
policy with respect to the work performed for the City using an additional insured
endorsement at least as broad as ISO endorsement form CG 20 26.
3. Workers' Compensation coverage as required by the Industrial Insurance laws of
the State of Washington.
CA revised May 2020
Page 2
4. Professional Liability with limits no less than $2,000,000 per claim and $2,000,000
policy aggregate limit. Professional Liability insurance shall be appropriate to the
Consultant's profession.
B. Public Entity Full Availability of Contractor Limits. If the Contractor maintains higher
insurance limits than the minimums shown above, the Public Entity shall be insured for the
full available limits of Commercial General and Excess or Umbrella liability maintained by
the Contractor, irrespective of whether such limits maintained by the Contractor are greater
than those required by this Contract or whether any certificate of insurance furnished to
the Public Entity evidences limits of liability lower than those maintained by the Contractor.
C. Other Insurance Provision. The Consultant's Automobile Liability and Commercial
General Liability insurance policies are to contain, or be endorsed to contain that they shall
be primary insurance with respect to the City. Any Insurance, self-insurance, or insurance
pool coverage maintained by the City shall be excess of the Consultant's insurance and
shall not be contributed or combined with it.
D. Acceptability of Insurers. Insurance is to be placed with insurers with a current A.M.
Best rating of not less than A:VII.
E. Verification of Coverage. Consultant shall furnish the City with original certificates and a
copy of the amendatory endorsements, including but not necessarily limited to the
additional insured endorsement, evidencing the insurance requirements of the Contractor
before commencement of the work. Upon request by the City, the Consultant shall furnish
certified copies of all required insurance policies, including endorsements, required in this
Agreement and evidence of all subcontractors' coverage.
F. Notice of Cancellation. The Consultant shall provide the City with written notice of any
policy cancellation, within two business days of their receipt of such notice.
G. Failure to Maintain Insurance. Failure on the part of the Consultant to maintain the
insurance as required shall constitute a material breach of contract, upon which the City
may, after giving five business days notice to the Consultant to correct the breach,
immediately terminate the contract or, at its discretion, procure or renew such insurance
and pay any and all premiums in connection therewith, with any sums so expended to be
repaid to the City on demand, or at the sole discretion of the City, offset against funds due
the Consultant from the City.
9. Independent Contractor. The Consultant and the City agree that the Consultant is an
independent contractor with respect to the services provided pursuant to this Agreement.
Nothing in this Agreement shall be considered to create the relationship of employer and
employee between the parties hereto. Neither the Consultant nor any employee of the
Consultant shall be entitled to any benefits accorded City employees by virtue of the services
provided under this Agreement. The City shall not be responsible for withholding or otherwise
deducting federal income tax or social security or for contributing to the state industrial
insurance program, otherwise assuming the duties of an employer with respect to the
Consultant, or any employee of the Consultant.
10. Covenant Against Contingent Fees. The Consultant warrants that he has not employed or
retained any company or person, other than a bonafide employee working solely for the
Consultant, to solicit or secure this contract, and that he has not paid or agreed to pay any
company or person, other than a bonafide employee working solely for the Consultant, any
fee, commission, percentage, brokerage fee, gifts, or any other consideration contingent upon
or resulting from the award or making of this contract. For breach or violation of this warrant,
the City shall have the right to annul this contract without liability, or in its discretion to deduct
from the contract price or consideration, or otherwise recover, the full amount of such fee,
commission, percentage, brokerage fee, gift, or contingent fee.
CA revised May 2020
Page 3
11. Discrimination Prohibited. Contractor, with regard to the work performed by it under this
Agreement, will not discriminate on the grounds of race, religion, creed, color, national origin,
age, veteran status, sex, sexual orientation, gender identity, marital status, political affiliation,
the presence of any disability, or any other protected class status under state or federal law,
in the selection and retention of employees or procurement of materials or supplies.
12. Assignment. The Consultant shall not sublet or assign any of the services covered by this
Agreement without the express written consent of the City.
13. Non -Waiver. Waiver by the City of any provision of this Agreement or any time limitation
provided for in this Agreement shall not constitute a waiver of any other provision.
14. Termination.
A. The City reserves the right to terminate this Agreement at any time by giving ten (10) days
written notice to the Consultant.
B. In the event of the death of a member, partner or officer of the Consultant, or any of its
supervisory personnel assigned to the project, the surviving members of the Consultant
hereby agree to complete the work under the terms of this Agreement, if requested to do
so by the City. This section shall not be a bar to renegotiations of this Agreement between
surviving members of the Consultant and the City, if the City so chooses.
15. Applicable Law; Venues Attorney's Fees. This Agreement shall be subject to, and the
Consultant shall at all times comply with, all applicable federal, state and local laws,
regulations, and rules, including the provisions of the City of Tukwila Municipal Code and
ordinances of the City of Tukwila. In the event any suit, arbitration, or other proceeding is
instituted to enforce any term of this Agreement, the parties specifically understand and agree
that venue shall be properly laid in King County, Washington. The prevailing party in any such
action shall be entitled to its attorney's fees and costs of suit. Venue for any action arising
from or related to this Agreement shall be exclusively in King County Superior Court.
16. Severabiliand Survival. If any term, condition or provision of this Agreement is declared
void or unenforceable or limited in its application or effect, such event shall not affect any other
provisions hereof and all other provisions shall remain fully enforceable. The provisions of this
Agreement, which by their sense and context are reasonably intended to survive the
completion, expiration or cancellation of this Agreement, shall survive termination of this
Agreement.
17. Notices. Notices to the City of Tukwila shall be sent to the following address:
City Clerk
City of Tukwila
6200 Southcenter Boulevard
Tukwila, WA 98188
Notices to Consultant shall be sent to the following address:
Hyde Group c/o Michelle Hyde
1117 NE Katsura St
Issaquah, WA 98029
18. Entire Agreement Modification. This Agreement, together with attachments or addenda,
represents the entire and integrated Agreement between the City and the Consultant and
supersedes all prior negotiations, representations, or agreements written or oral. No
amendment or modification of this Agreement shall be of any force or effect unless it is in
writing and signed by the parties.
CA revised May 2020
Page 4
DATED this 25th day of January 2024.
CITY OF TUKWILA
EDocuSigned by:
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Thomas Mcleod, Mayor 1/25/24
ATTEST/AUTHENTICATED:
DocuSigned by:
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Christy O'Flaherty, City Clerk
APPROVED AS TO FORM BY
ASSISTANT CITY ATTORNEY 1/17/24
APPROVAL ON FILE.
CONSULTANT:
By:
Printed Name: Michelle Hyde
Title: President I Founder
CA revised May 2020
Page 5
City of Tukwila
Statement of Work: BCDR Plan and IT Runbook
Prepared by: Michelle Hyde, President 1 Founder
Edited 1.16.202 v2.1
wick
Purpose I Overview
The Statement of Work (SoW) formally defines the scope of services Hyde Group proposes to provide to
City of Tukwila (City). It is built on the September - December 2023 meetings and exchanges of
information between members of Hyde Group, and the CTO of the City, Joel Bush.
This document is to serve as a point of reference for all parties with work being performed by Hyde
Group and its designated personnel. This SoW will also contain the associated time and effort necessary
to understand and detail the current landscape and gaps as it pertains to the City's back-up practices
and plan. This Business Impact Analysis (BIA) will entail stakeholder interviews to assure it is understood
the dependencies on IT and document these findings for the purpose of IT runbook wireframe creation.
This runbook will set in motion the ability to create cross -departmental framework for BCDR, should
they wish to emulate such recovery strategies. These efforts shall give a foundational understanding to
solve critical business functions in storage and back-up, planning, implementation, and methods from
which to build upon.
We anticipate great success in this project with having recently completed work with another
Washington State City Municipality and have had a true impact by reducing their risk and exposure
while providing them with much -needed processes and controls leading to the maturation of their
overall BCDR program.
Scope of Project
This engagement consists of the following items of scope.
• Evaluate current backup architecture, practices to identify key requirements of Return Point
Objectives (RPO) and Return Time Objectives (RTO) practiced today and understand desired
future -state.
• Interview stakeholders for each of the 12-13 departments to gather data requirements and IT
dependencies through conducted interviews with them.
• Evaluate platforms and practices pertaining to current back-up architectures and data
assignments. Including technology adjacencies.
• Determine risks associated with existing infrastructure, process, procedures, and personnel.
• Determine gaps in the platform(s), configurations, and practices employed today.
• [Milestone] Receive validation from the City of amassed data.
• Assemble interview data, ideas and recommendations from evaluations conducted in areas
noted and document all findings.
• Create recommendations from data and findings amassed.
• [Milestone] Receive validation of documentation by City and refine RPO I RTO plan, and
associated steps which should be set forth in the BCP and/or runbook to validate with IT and
designated stakeholder teams.
1 Page Hyde Group Reference # CoTuk-09282023.2.1
• [Deliverable] Produce runbook wireframe and wireframe BCDR plan with emphasis on IT and
data recovery stemming from standard BCDR methodology incl; BIA, gap analysis, risk analysis
and supporting documents from security and gap analysis.
• Hyde Group will review with City to determining gaps in technologies, platforms, partners,
suppliers et. Al and can assist in taking actionable steps to cure deficits identified.
• Hyde Group will assist in facilitation of vetting, bargaining, and contracting of services with
qualified suppliers identified and sourced by Hyde Group.
• [Deliverable] Back -Up and DR Requirements for obtaining qualified suppliers sourced and co -
vetted with City and Hyde Group.
• [Deliverable] Executive Summary of this BIA exercise and its findings.
Expvr;iIlr'I \p';(//)/r ',
The following are the expected deliverables by Hyde Group for this scope.
• An IT Business Continuity Plan (BCP) wireframe (or supplemental information for a current
BCP) which can be modular for cross -departmental teams.
• Executive Summary report showing findings of IT department process, controls, and operations
today with an associated gap analysis of platforms, systems, and internal processes with
accompanying stakeholder interviews.
• An IT Disaster Recovery Plan (DRP) wireframe with accompanying RPO I RTO, risk assessment,
data, systems, process, and applications with accompanying Runbook wireframe reflecting a
server restore, a system restore and a full data recovery and restore.
• Gathered Requirements Document for backup and DR infrastructure platform. Identifying,
qualifying, and vetting suppliers via Hyde Group. Documented runbook processes for the chosen
Backup and DR platform(s) selected shall be added to City DRP Runbook(s).
Embark, Pricing, and Considerations
The City requests project initiation by the start of late January 2024 with completion by April 2024, for
embarkation upon this plan of documentation, framework, and business continuity measures to avoid
vulnerabilities and malicious intent and the targeting of City institutions with possible ransomware or
other cyber breaches and mitigating vulnerabilities.
The entirety of the project is estimated to be 110 hours of work based on availability of City resources
to Hyde Group. These 110 hours will include work conducted by both Michelle Hyde, President of
Hyde Group and a second and certified member of the Hyde Group team at a billed rate $250/hr. for
both resources and totaling a $27,500 engagement.
Wage Page Hyde Group Reference # CoTuk-09282023.2.1
This SoW will be performed on a time and materials basis and via 3 payments with the first invoice of
$13,750 upon contract signature, the second invoice of $6,875 at 50% of project completion and the
final (3rd) invoice of $6,875 at project end, unless otherwise stipulated and agreed upon.
As optional engagement considerations and recommendations, which are both beyond the scope of
this proposed SoW, we would recommend adding a Tabletop Exercise to practice the results of the
updated DRP, Runbook and refined findings proposed herein and will offer great insights to further
refinement of the updated DRP. Conducting a tabletop walkthrough exercise costs an estimated
$10,500.
Another dynamic addition to this scope to add resilience maturity is a Training Curriculum which would
vary in cost and would take the guesswork out of BCP/DRP Citywide implementation and offer
continuous improvement for effective learning to your diverse business community. There are various
configurations that could be considered such as mini courses, long form courses, on -demand courses,
micro -sessions, coaching, workshops and more...this can be the key to assuring that all team members
are equipped and educated during the unexpected and creating resilience for the City as a whole. Please
contact us if quotations for these services are desired.
Risks, Assumptions and Constraints
• Timelines stated are estimated and based on a start date Feb 1, 2024 and an estimated
completion date of early -mid April 2024. Dates will alter based on change to embark date, need
and desired completion dates required of the City.
• Hyde Group principals and staff will have open and available access to designated individuals
within client organization for project support. Assumes that City personnel associated with the
project will be made available to conduct necessary and required steps. Delays in unavailability
can impact timelines for deliverables. Please see 'Force Majeure' statements.
• Assumes that data and communication to/from designated team members is received within 24
hours of actionable request, anything beyond may cause schedule slippage or deliverable dates.
• Hyde Group will manage its own resources and may replace, or supplement Hyde Group team
members as needed to meet the goals of the project. Any changes to named resources will be
discussed in advance with designated client team members.
• Hyde Group personnel will work remotely from the client site and will provide own office
environment, computing, and communication tools.
• Considerations should include National and local holidays, PTO time of employees and vendors,
and availability of all resources will be calculated into the overall timeline of this project.
Wage Page Hyde Group Reference # CoTuk-09282023.2.1
• Changes in scope or breadth of the project will be documented and signed by both parties in the
form of change orders. Changes to breadth and scope of project will adjust timeline
appropriately.
• Quoted project price is a function of the Proposed Scope of Work and any expansion in the
project scope or shortened delivery times, will result in issuance of a change order to time,
support and/or rate or overall project cost.
• This engagement shall be governed by the terms and conditions in the Master Services
Agreement (MSA) between the client and Hyde Group. In the case of conflict between MSA and
SoW, the SoW shall prevail and govern.
Scope of Work - Duty and Hour Summary
Engagement Breakdown of Estimated Project Hours
Topic
Est Project Team Hours *
Participants
Kick off Meeting
2
HG / City
Stakeholder Interviews (est. 13 City personnel,
1 stakeholder per department)
26
HG /City
Process and Assembly of Interview Findings
22
HG
Review current BCP / runbook
8
HG / City
Milestone Check -ins
6
HG / City
Compilation of Findings (incl: Exec Summary,
Gaps, Recommendations, Suggested Steps)
44
HG
Close I Present Findings
2
HG /City
Estimated Project Hours
110
* Will include 2 Hyde Group resources.
Scope of Work - Working Dote
Task/Event
Estimated Start Date*
Estimated Completion Date*
Kick off Meeting
2/1/2024
2/1/2024
Start Stakeholder Interviews (est.
13 City stakeholder departments)
2/8/2024
2/22/2024
Process Interview Findings
2/23/2024
3/1/2024
Review, process findings of current
BCP/DRP and/or runbook(s)
3/4/2024 **
3/15/2024 **
IT Meetings Cadence
2/8/2024
4/5/2024 **
4IPage
Hyde Group Reference # CoTuk-09282023.2.1
Compilation Findings (incl: Exec
Summary, Gaps,
3/15/2024
**
4/1/2024
**
Recommendations, Suggested
Steps)
Close I Present Findings
4/5/2024
**
4/5/2024
**
*See Risks, Assumptions and Constraints section for items that can affect this timeline.
** Hold Dates, actual to be determined with Project Lead from City
Project Partidp►ants
Name
Email =
Phone
Company i
Joel Bush
CTO
Joel.Bush@TukwilaWA.gov
206.919.5943
City of Tukwila
Michelle Hyde
President
Michelle@HydeGroupOnline.com
206.999.4247
Hyde Group
Karl Kurrle
Compliance /
Enterprise Solution
Architect
KarlKurrle@Gmail.com
425.387.3874
Hyde Group
Wage Page Hyde Group Reference # CoTuk-09282023.2.1
Agreement to Proceed
The following authorized representative from each party has agreed upon the above Statement of Work
engagement, along with its addendum(s) as called out in the document from Hyde Group and has
executed the terms effective as of the signed date below.
CONFIDENTIALITY. All information regarding the City obtained by the Contractor in performance of this
Agreement shall be considered confidential and subject to applicable laws. Breach of confidentiality by
the Contractor may be grounds for immediate termination. All records submitted by the City to the
Contractor will be safeguarded by the Contractor. The Contractor will fully cooperate with the City in
identifying, assembling, and providing records in case of any public records request.
FORCE MAJEURE. If performance of this Statement of Work or any obligation under this Statement of
Work is prevented, restricted, or interfered with by causes beyond either party's reasonable control
("Force Majeure"), and if the party unable to carry out its obligations gives the other party prompt written
notice of such event, then the obligations of the party invoking this provision shall be suspended to the
extent necessary by such event. The term Force Majeure shall include, without limitation, acts of God,
fire, explosion, vandalism, storm or other similar occurrence, orders or acts of military or civil authority,
or by national emergencies, insurrections, riots, or wars, or strikes, lockouts, work stoppages. The excused
party shall use reasonable efforts under the circumstances to avoid or remove such causes of non-
performance and shall proceed to perform with reasonable dispatch whenever such causes are removed
or ceased. An act or omission shall be deemed within the reasonable control of a party if committed,
omitted, or caused by such party, or its employees, officers, agents, or affiliates.
Authorization: City of Tukwila Authorization: Hyde Group
Printed: Printed: Michelle Hyde
Signature:
Title:
Date:
Signature:
Title: President I Founder
Date: 1.13.2024
Wage Page Hyde Group Reference # CoTuk-09282023.2.1
Revisions r Artifacts
Date
Author
Rev
Notations
9.28.23
M. Hyde
v1.0
Initial Draft
10.13.23
M. Hyde
v1.2
Revisions to version and date of embark, also clarified type of TTX to
"Walkthrough" format. Added Karl Kurrle as the Partner that Hyde Group will
be working with on this project.
12.15.23
M. Hyde
v2.0
Change of start date and Working Dates chart
1.16.24
M. Hyde
v2.1
Change of start date and Working Dates chart
v2.1
Change of first payment due date, as prior to embark and at time of signing
7 I P a g e Hyde Group Reference # CoTuk-09282023.2.1