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HomeMy WebLinkAboutContract 47867 tw R O-9 os CITY SECRETAW ,^ MW og@l NETWORK ACCESS AGREEMENT CONTRACT NO. lX This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and FIREBLAST GLOBAL with its principal location at 545 Monica Circle, Corona, CA 92880, ("Contractor"). 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 monitoring, support, updating and IOS management to Fireblast's closed system located at 5101 Hemphill Street, Fort Worth, Texas 76115. In order to provide the necessary support, Contractor needs access to Fireblast network equipment that is used in the operation of the City Of Fort Worth, Fire Training Village or structure located at the Bob Bolen Facility at 505 W. Felix Street, Fort Worth. The address for the Fire Traning Villiage located in the south west area of Bob Bolen is 5101 Hemphill Street, Fort Worth. 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 monitoring, support, updating and IOS management to Fireblast's closed system located at 5101 Hemphill Street, Fort Worth, Texas 76115. 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 upon request. 3. Network Credentials. The City will provide Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. This Agreement will be associated with the Services designated below. ❑ Services are being provided in accordance with City Secretary Contract No. ❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. ® Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ❑ No services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may 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 uidelines that the OFFICIAL.RECORD Vendor Network Access Agreement CITY SECRETARY Rev. 11/01/2013 FT.WORTH,TX 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. 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. 8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Contractor, for itself and its officers, agents, employees, and representatives, 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. Contractor further agrees that it 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. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Contractor involving transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all necessary Contractor 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 Contractor reasonable advance notice of intended audits. Contractor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such Vendor Network Access Agreement 2 FIREBLAST GLOBAL Rev. 11/01/2013 subcontractor involving transactions related to the subcontract, and further that City shall have! access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Contractor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Contractor. 13. Assignment. Contractor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. 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. 15. Force Majeure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. 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 on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and to execute this agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [SIGNATURE PAGE TO FOLLOW] Vendor Network Access Agreement 3 FIREBLAST GLOBAL Rev. 11/01/2013 ACCEPTED AND AGREED: CITY OF FORT WORTH: ®F F® EBLAST GLOBAL: By'— �y j".0-00o�/Q� Su n Janis % e: j FIA,V Assistant Citj M nagerg $ Lu Date: (4 r ATTEST: °OOa°°°oaa°°a T: By: T— M ry J. Kay r Na City Secretary Title: 5-QNA,k u APPROVED A O FORM D LEGALITY: By: Assistant Citylone rney �rss; <<t S,- v4�� M &C: required ,�O zeJ OFFICIAL RECORD CITY SECRETARY FT.WORTHS TX Vendor Network Access Agreement 4 FIREBLAST GLOBAL Rev. 11/01/2013 SPECIAL WARRANTY FOR 1195 13 Smoke Distribution System WHEREAS, Fireblast Global (Contractor), Address 545 Monica Circle;Corona, CA 92880 Telephone 951.277.8319 has performed Fire Training Props work on the following project: Fort Worth Public Safety Training Center-Package 4B(Fire Training Village) For The City of fort Worthy Texas Address 6101 Hemphill Street,Fort Worth,Texas 76115 WHEREAS,Contractor has agreed to warrant said Work to be new, unless otherwise specified in the Contract Documents, and that all work is of good quality,free from faults and defects,and in accordance with the Contract Documents. NOW THEREFORE,Contractor hereby warrants said Work in accordance with terms hereof, complying with terms of Contract dated March 06,2014 that: Contractor agrees to repair or replace to the satisfaction of the Owner all Work that may prove defective in workmanship or materials together with all other Work which may be damaged or displaced in so doing, except for abuse, modifications not exectued by Contractor, insufficient maintenance, improper operation,or normal wear and tear under usage. All repairs or replacements shall have a correction period for such Work equal to the original correction period as herein stated,dated from the final acceptance of repairs or replacement. CORRECTION PERIOD: 2 Years STARTING: March 13,2016 ,TERMINATING: March 13.2017 In the event of our failure to comply with the above mentioned conditions within a reasonable time after being notified in writing,we hereby authorize the Owner to proceed to have defects repaired and made good at our expense,and we will pay those costs and charges therefore immediately upon demand. IN WITNESS THEREFOF,this ins rums t has been my executed this 22nd day of jy1a 2015 for Contractor by (Notary Si re M. M. FIREBAUGH And has been countersigned in accordance with terms and conditions,for COMM.#1995766 Wm Notary Public-California-4 RIVERSIDE COUNTY to Installer,by: M Comm.Ex .Nov,22,2016 (Signature) Jessica Kuehl as Its Contract Specialist (Printed Name) (Title) Name of Firm Fireblast Global Address 545 Monica Circle;Corona,CA 92880 IN WITNESS WHEREOF, this instrument has been duly executed this 22nd day of May 20_a. By: Jessica Kuehl (Name of Officer) Signed: (Signature of Officer) As Its: Contract Specialist (Tine of Officer) SUBSCIBED AND SWORN TO BEFORE ME, this / "tc"W/Utf� THE STATE OF TE*AcS•COUNTY OF /�VC`f� Before me, the undersigned, a Notary Public, on this day personally appeared known to me to be the person whose name is subscribed to the foregoing instrument, and acknowledged to me that b' S.Foxecuted the same for the purpose and consideration therein expressed. GIVEN UNDER MY HAND AND SEAL OF /OFFICE this o� day of /'I/� 7 20_. ✓ d M. M.FIREBAUGH COMM.#1995766 W U Notary Public-Californla (Signature) °� RIVERSIDE COUNTY 1� M Comm,Ex .Nov 22,2ot8 Notary Public, State of TQXae My Commission Expires: i Warranty/Guarantee Page 2 of 2