HomeMy WebLinkAboutContract 49667 a
RFC a 9
R1E�CEs 2017 sF�° woq CITY SECRETARY CONTRACT NO. LI
�Y
r CITY OF FORT VVORIVI
6 CfTY SECRF?AAY 8 g
LC� STEM SUPPORT AGREEMENT-BASIC
This 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 Valerie Washington, its duly
authorized Assistant City Manager, and INFAX, INC. ("Contractor"), a Georgia corporation
authorized to do business in the State of Texas, located at 4250 River Green Parkway, Suite D,
Duluth, Georgia 30096, City and Contractor are each individually referred to herein as a "Party"
and collectively as the "Parties."
WHEREAS, the City has purchased an INFAX SYSTEM, consisting of hardware and
software; and
WHEREAS,City desires for Contractor to provide system support("SSA")
NOW, THEREFORE, City and Contractor, acting herein by and through their duly
authorized representatives, in consideration of the mutual covenants of the Parties and other valuable
consideration, the sufficient and receipt of which is hereby acknowledged, enter into the following
agreement:
1. SCOPE OF SERVICES.
Contractor will provide City with telephone and electronic assistance to help diagnose
software and hardware problems with the system components covered by this Agreement during
regular business hours. Covered equipment includes Contractor provided equipment and software
in service as of the date of this Agreement. City will provide Contractor with technical descriptions
of each problem by telephone or electronic mail. City will designate two (2) authorized contract
persons whose names are listed in Exhibit 1. City shall have the right to change the authorized
customer spokespersons upon written notice to Contractor. Additional services are detailed in
Exhibit 2. Should Contractor require access to City's network,Contractor shall execute the Network
Access Agreement set forth in Exhibit 3.
2. HARDWARE REPAIRS, REPLACEMENT AND SHIIPPING.
Contractor shall not be responsible under the terms of this Agreement for the cost of repairs,
replacement or shipping of equipment. If required,Contractor will provide City with a cost estimate
for each repair or replacement.
3. CUSTOMER RESPONSIBILITI
OFFICIAL RECORD ::a o m w
SYSTEM SUPPORT AGREEMENT-BASIC CITY SECRETARY o
C) m s�>
INFAX,INC. FT. WORTH, TX
Page 1 of 10 o C5m
r, 0 �
sI0
:;,#
To receive support, City is responsible for comply with the following:
a. Confirm that the matter is not the result of damage caused by third parties. City
understands that Contractor is not responsible for damages cause by power failures, cut
network or power cables and other such third party influence.
b. Data is backed up before beginning repairs. City understands that Contractor is not
responsible for any loss of software or data.
c. Maintaining updated virus definitions and operating system security patches. City
understands that Contractor is not responsible for damage caused by viruses,hacking and
other such third party influence. If required, Contractor will provide a cost estimate to
repair damages caused by such events.
d. To enable more efficient response by Contractor, City is encouraged to provide internet
or dial-up access to system.
e. Notify Contractor if City moves the System and obtain Contractor's approval of the new
installation site.
4. TERM.
The"Initial Term"of this Agreement shall be from one(1) year from the date of acceptance
by Contractor. Upon expiration of its initial term, City and Contractor, may agree in writing to
renew this Agreement.
5. COMPENSATION.
City shall pay Contractor $2,200.00 for the Initial Term. Additional system components
purchased by the City following the effective date of this Agreement may be added to this Agreement
by written amendment signed by the Parties. The fee may be adjusted to include the additional system
components based on the suggested list price of the system components in effect at the time the
system components are added to this Agreement and as further agreed in writing by the parries. The
fee for any renewal periods shall be agreed in writing by the Parties. Contractor understands and
agrees that the City is exempt from Federal Excise and State Sales Tax.
6. TERMINATION.
Each Party may terminate this Agreement upon 30 days written notice of termination to the
other Party. Upon termination of this Agreement, Contractor shall reimburse City for any unused
portion of the fee paid by City to Contractor.
7. DISCLOSURE OF CONFLICTS.
Contractor hereby warrants to the City that Contractor has made full disclosure in writing
of any existing or potential conflicts of interest related to Contractor's services under this
Agreement. In the event that any conflicts of interest arise after the Effective Date of this Agreement,
Contractor hereby agrees immediately to make full disclosure to the City in writing.
SYSTEM SUPPORT AGREEMENT-BASIC
INFAX,INC.
Page 2 of 10
8. CONFIDENTIAL AND PROPRIETARY INFORMATION.
The City acknowledges that Contractor may use products, materials, or methodologies
proprietary to Contractor. The City agrees that Contractor's provision of services under this
Agreement shall not be grounds for the City to have or obtain any rights in such proprietary
products,materials,or methodologies unless the Parties have executed a separate written agreement
with respect thereto. Contractor, for itself and its officers, agents, servants, employees, and
subcontractors, further agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to any third party without the prior written
approval of the City.
Notwithstanding the foregoing, Contractor understands and agrees that the City is a public
entity under the laws of the State of Texas, and as such, is subject to various public information
laws and regulations, including, but not limited to, the Texas Public Information Act, Chapter 552
of the Texas Government Code (the "Act"). Contractor acknowledges that, under the Act, the
following information is subject to disclosure: 1)all documents and data held by the City, including
information obtained from the Contractor, and 2) information held by the Contractor for or on
behalf of City that relates to the transaction of City's business and to which City has a right of
access. If the City receives a request for any documents that may reveal any of Contractor's
proprietary information under the Act, or by any other legal process, law, rule, or judicial order by
a court of competent jurisdiction, the City will utilize its best efforts to notify Contractor prior to
disclosure of such documents. The City shall not be liable or responsible in any way for the
disclosure of information not clearly marked as "Proprietary / Confidential Information" or if
disclosure is required by the Act or any other applicable law or court order. In the event there is a
request for such information, it will be the responsibility of Contractor to submit reasons
objecting to disclosure. A determination on whether such reasons are sufficient will not be decided
by the City, but by the Office of the Attorney General of the State of Texas or by a court of
competent jurisdiction.
9. RIGHT TO AUDIT.
Contractor agrees that the City shall, until the expiration of three (3) years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Contractor involving transactions
relating to this Agreement at no additional cost to the City. 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, until expiration of three
(3) years after final payment of the subcontract, have access to and the right to examine at
reasonable times any directly pertinent books, documents, papers and records of such
SYSTEM SUPPORT AGREEMENT-BASIC
INFAX,INC.
Page 3 of 10
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.
Contractor obligation in this section to provide its books, documents, papers and records
shall be limited to hard copies of such records. Contractor shall not be required to provide
unrestricted access to the City to Contractor's electronic records. Contractor stipulates that it does
not enter into subcontractor agreements as a normal practice within the business model it has
proposed to the City. Therefore, any subcontracting would only be done with a business enterprise
approved in advance by the City, in response to a request from the City. Therefore, Contractor's
obligation to permit audits of its subcontractors shall be limited to the use of commercially
reasonable efforts to enable the City to perform such audits.
10. INDEPENDENT CONTRACTOR.
It is expressly understood and agreed that Contractor shall operate as an independent
contractor as to all rights and privileges granted herein, and not as agent, representative or
employee of the City. Subject to and in accordance with the conditions and provisions of this
Agreement, Contractor 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. Contractor acknowledges that the doctrine of
respondeat superior shall not apply as between the City, its officers, agents, servants and
employees, and Contractor, its officers, agents, employees, servants, Contractors and
subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of
a partnership or joint enterprise between City and Contractor.
11. LIABILITY AND INDEMNIFICATION.
CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL
PROPERTY 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 ACTS) OR
OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR,
ITS OFFICERS,AGENTS, SERVANTS OREMPL0YEES.
CONTRACTOR COVENANTS AND AGREES TO, AND DOES HEREBY,
INDEMNIFY,HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS,A GENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED
DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS AND ANY RESULTING LOST
PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL
PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,
ARISING OUT OF OR IN CONNECTION WITH THIS A GREEMENT, TO THE EXTENT
SYSTEM SUPPORT AGREEMENT-BASIC
INFAX,INC.
Page 4 of 10
CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
CONTRACTOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES.
12. ASSIGNMENT AND SUBCONIHACTING.
Contractor 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 Contractor under
which the assignee agrees to be bound by the duties and obligations of Contractor under this
Agreement. The Contractor and Assignee shall be jointly liable for all obligations under this
Agreement prior to the assignment. If the City grants consent to a subcontract, the subcontractor
shall execute a written agreement with the Contractor referencing this Agreement under which
the subcontractor shall agree to be bound by the duties and obligations of the Contractor under
this Agreement as such duties and obligations may apply. The Contractor shall provide the City
with a fully executed copy of any such subcontract.
13. INSURANCE.
Contractor 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:
Coverage and Limits
(a) Commercial General Liability
$1,000,000 Each Occurrence
$2,000,000 Aggregate
(b) Umbrella/Excess Policy
$3,000,000
(c) Professional Liability Insurance (Errors& Omissions)
$1,000,000 Each Occurrence
$1,000,000 Aggregate
(d) Technology Liability (Errors & Omissions)
$1,000,000 Each Claim
$1,000,000 Aggregate
Coverage shall include but not be limited to the following:
1. Failure to prevent unauthorized access
SYSTEM SUPPORT AGREEMENT-BASIC
INFAX,INC.
Page 5 of 10
2. Unauthorized disclosure of information
3. Implantation of malicious code or computer virus; and
4. Fraud, dishonest or intentional acts with final adjudication language
Technology coverage may be provided through an endorsement to the
Professional Liability (E&O) policy, or a separate policy specific to
Technology E&O.
(e) Automobile Liability
$1,000,000 Each accident on a combined single limit basis or
$250,000 Bodily injury per person
$500,000 Bodily injury per occurrence
$100,000 Property damage
Coverage shall be on any vehicle used by the Contractor, 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.
(fl 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:
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.
Certificates.
Certificates of Insurance evidencing that the Contractor has obtained all required insurance
shall be delivered to the City prior to Contractor proceeding with any work pursuant to
this Agreement. All policies except Workers' Compensation shall be endorsed to name the
City as an additional insured thereon, as its interests may appear.All policies shall contain
SYSTEM SUPPORT AGREEMENT-BASIC
INFAX,INC.
Page 6 of 10
a Waiver of Subrogation for the benefit of the City of Fort Worth. The term City shall
include its employees, officers,officials, agent, and volunteers in respect to the contracted
services. Any failure on the part of the City to request required insurance documentation
shall not constitute a waiver of the insurance requirement. A minimum of thirty(30) days'
notice of any 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. Such
terms shall be endorsed on Contractor's insurance policies. Such terms shall be endorsed onto
Contractor's insurance policies. Notice shall be sent to the Risk Manager, City of Fort
Worth, 200 Texas Street, Fort Worth, Texas 76102, with copies to the City Attorney at
the same address.
14. COMPLIANCE WITH LAWS, ORDINANCES. RULES AND REGULATIONS.
Contractor agrees to comply with all applicable federal, state and local laws, ordinances,
rules and regulations. If the City notifies Contractor of any violation of such laws, ordinances,
rules or regulations,Contractor shall immediately desist from and correct the violation.
15. NON-DISCRIMINATION COVENANT.
Contractor, for itself, its personal representatives, assigns, subcontractors and successors in
interest, as part of the consideration herein, agrees that in the performance of Contractor'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 Contractor, its personal representatives,
assigns, subcontractors or successors in interest, Contractor agrees to assume such liability and to
indemnify and defend the City and hold the City harmless from such claim.
16. 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:
To CITY: To CONTRACTOR:
City of Fort Worth Infax, Inc.
Attn: Theresa Ewing Daniel L. McWilliams
Municipal Court Department 4250 River Green Pkwy.
1000 Throckmorton Street Suite D
Fort Worth, Texas 76102 Duluth, GA 30096
SYSTEM SUPPORT AGREEMENT-BASIC
INFAX,INC.
Page 7 of 10
Contractor shall notify the City in writing of any changes to the company name,ownership,
or address.
17. SOLICITATION OF EMPLOYEES.
Neither the City nor Contractor 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.
18. NON-ENDORSEMENT.
Contractor shall not issue any news releases or other statements pertaining to the award or
servicing of the Agreement that state or imply the City of Fort Worth's endorsement of the
Contractor's services.
19. GOVERNMENTAL POWERS.
It is understood and agreed that by execution of this Agreement, the City does not
waive or surrender any of its governmental powers.
20. NO WAIVER.
The failure of the City or Contractor to insist upon the performance of any term or
provision of this Agreement or to exercise any right granted herein shall not constitute a
waiver of the City's or Contractor's respective right to insist upon appropriate performance or
to assert any such right on any future occasion.
21. GOVERNING LAW/VENUE.
This Agreement shall be construed in accordance with the internal 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.
22. 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.
23. EQRCE MAJEURE.
SYSTEM SUPPORT AGREEMENT-BASIC
INFAX,INC.
Page 8 of 10
The City and Contractor 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
(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.
24. HEADINGS NOT CONTROLLING.
Headings and titles used in this Agreement are for reference purposes only and shall
not be deemed a part of this Agreement.
25. 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.
26. AMENDMENTS /MODIFICATIONS /EXTENSIONS.
No extension,modification or amendment of this Agreement shall be binding upon a party
hereto unless such extension, modification, or amendment is set forth in a written instrument,
which is executed by an authorized representative and delivered on behalf of such party.
27. 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 Contractor, 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.
28. 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. The other
party is fully entitled to rely on this warranty and representation in entering into this Agreement.
SYSTEM SUPPORT AGREEMENT-BASIC
INFAX,INC.
Page 9 of 10
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples this
am of ,2017.
CITY OF FORT WORTH: INFAX,INC.
_
vgt By:_
Valerie R. Washington Daniel L. McWilliams
CFO
Assistant City Manager
� t°Sll� Date: _ � 7
Date:
ATTEST:
RECOMMENDED BY:
Theresa Ewing
Director, Municipal Court Department ATTEST:
Date: �� 1
Mary J. Kayser
City Secretary
APPROVED AS TO FORM
AND LEGALITY: Date:
Contract Compliance Manager:
By signing I acknowledge that I am the person
Richard A. McCracken responsible for the monitoring and administration
Assistant City Attorney of this contract, including ensuring all
performance and reporti require ts.
CONTRACT AUTHORIZATION:
M&C: �� S
Date: ame of E yee
Form 1295: nrl q, � ' /
.�-yllcnn�I f�.a5�_%rGcf��
Title /
Date:
SYSTEM SUPPORT AGREEMENT-BASIC
INFAX,INC.
Page 10 of 10
INFAX4250 River Green Parkway Stine D
Duluth,Georgia 3009E
SYSTEM SUPPORT AGREEMENT
Exhibit 1, Customer Information
Customer Name Fort Worth Municipal Court
Service Address 1000 Throckmorton Street
City Fort Worth State TX Zip 76102
Billing Address Same as Above
City State Zip
Customer Contact Person Clinton Spruill Phone 817-392-2467
Customer Contact Person Phone
Period Covered by this Agreement: 6-8-17-6-7-18
tel:770-209-9925 1 fax:770-209-0671 1 email:SalesQInfax.com ( web:www.infax.com
INF
4250 River Green Parkway•Suite D
6 Duluth,Georgia 30096
SYSTEM SUPPORT AGREEMENT
Exhibit 2, Additional services
Additional services to be provided under this agreement are as follows:
1.Page Layout Updates/Customization:INFAX will provide up to three revisions
per year.
tel:770-209-9925 1 fax:770-209-0671 1 email:Sales@Infax.com I web:www.Infax.com
EXHIBIT 3
NETWORK ACCESS AGREEMENT
1. The Network. The City owns and operates a computing environment and network(collectively
the "Network"). Contractor wishes to access the City's network in order to provide system support
services for the INFAX SYSTEM. In order to provide the necessary support, Contractor needs access to
description of specific Network systems to which Contractor requires access, i.e. Internet,Intranet,email,
HEAT System,etc..
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 system support services for the INFAX SYSTEM. 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. Contract No..
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. PO 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,
SYSTEM SUPPORT AGREEMENT-BASIC
Exhibit 3
INFAX,INC.
Page 1 of 3 Rev. 1/2017
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.
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) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's Network
(b) 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
(c) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(d) 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
(e) 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
(f) All network activity may be monitored for any reason deemed necessary by the City
(g) 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 O FORT WORTH: -��INFAX,INC.:
By: By:
Valerie R. Washington aniel L.McWilliams
Assistant City Manager CFO
Date: q(,
;,0
t'* Date:
SYSTEM SUPPORT AGREEMENT-BASIC
Exhibit 3
INFAX,INC.
Page 2 of 3 Rev. 1/2017
APPROVED AS TO FORM ATTEST:
AND LEGA.LLIITY.:�/� FORT
By: �-
Richard A.McCracken Ka ser
Y
Assistant City Attorney U ity Secretary
7tXP�
NO M&C REQUIRED
a
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TIE
SYSTEM SUPPORT AGREEMENT-BASIC
Exhibit 3
INFAX,INC.
Page 3 of 3 Rev. 1/2017