HomeMy WebLinkAboutContract 27009 CITY SECRETARY
CONTRACT NO. 2-7001
LIMITED ACCESS AGREEMENT
This LIMITED ACCESS AGREEMENT ("Agreement") is made and entered into by
and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation
organized under the laws of the State of Texas and situated in portions of Tarrant and Denton
Counties, Texas, and Data Applications Corporation ("Contractor").
The following statements are true and correct and form the basis of this Agreement:
A. The City owns and operates a file server computer system and network (collectively the
"Network").
B. Contractor wishes to access the file server computer on which the City's standard
software and Solution Zone resides for purposes of maintenance, upgrades and to pull
their requests/cases from the City.
C. Contractor has a contract with the City to provide maintenance and upgrades on city's
personal computers. Contractor has requested access to the City's Network in order to
provide maintenance and/or upgrades and to update their cases with the City. The City is
willing to grant Contractor access to the Network, subject to the terms and conditions set
forth in this Agreement.
NOW, THEREFORE,the City and Contractor hereby agree as follows:
1. GRANT OF LIMITED ACCESS.
Contractor is hereby granted a limited right to access the City's Network the sole purpose
of providing maintenance and upgrade services. Because Contractor can enter the City's
Network only through the City's computer security systems, the City will provide Contractor
with a password and access number or numbers.
2. NETWORK RESTRICTIONS.
2.1. Contractor may not share the password or access number or numbers provided by
the City except with Contractor's officers, agents, servants or employees as may
reasonably be required pursuant to Contractor's Inspection Services.
2.2. Contractor may not access the Network for any purpose other than analyzing
Contractor's own Data.
2.3. Contractor acknowledges, agrees and hereby gives its authorization that the City
may monitor Contractor's use of the City's Network in order to ensure Contractor's
compliance with this Agreement.
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2.4. If the City revokes Contractor's certification to perform Inspection Services,
Contractor shall immediately (i) cease its use of the City's Network and (ii) notify the
Director of the City's Information Systems and Services Department or authorized
representative.
2.5. A breach by Contractor, its officers, agents, servants or employees, 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 in addition to any other remedies
that the City may have under this Agreement or at law.
2.6. The City may terminate this Agreement at any time and for any reason.
3. LIABILITY AND INDEMNIFICATION.
CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND 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 ASA
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.
4. AGREEMENT CUMULATIVE.
This Agreement is cumulative of and in addition to any written contracts, agreements,
understandings or acknowledgments with the City signed by Contractor as to Contractor's
authorization by the City to perform Inspection Services.
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56. ENTIRE AGREEMENT.
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. 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.
Any prior or contemporaneous oral or written agreement is hereby declared null and void to the
extent in conflict with any provisions of this Agreement. The signature below of an authorized
representative acknowledges that the Contractor has read this Agreement and agrees to be bound
by terms and conditions set forth herein.
IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this
_ day of " �U , �.
CITY OF FORT WORTH: DATA APPLICATIONS CORPORATION
Q-
Charles
Boswell Richard Kaeufer
Assistant City Manager President
ATTEST: ATTEST:
By: By:
City Secretiby
APPROVED AS TO FORM AND LEGALITY: contract Authoriz tion
By: - Date
Assists t City Attorney �� —
M& C: none required
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