HomeMy WebLinkAboutContract 39977 (2)N[ I WORK ACCESS AGRFEMENT
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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 CS STARS LLC with its
principal location 500 W. Monroe Street, Chicago, Illinois 60661. ("Contractor").
1. The Network. The City owns and operates a computing environment and network (collectively
the "Network"). In order to fulfill its obligations to the City under the M&C P-10018 GENERAL TERMS
AND CONDITIONS OF AGREEMENT FOR STARSTM and SERVICES entered into by the parties
November 15, 2004, as amended (the "STARS Agreement," also known as City Secretary Contract No.
31016), Contractor requires access the City's network in order to provide support of the STARS and
STARSWeb applications (the "software") licensed by the City from Contractor pursuant to the STARS
Agreement. In order to provide the necessary support under the STARS Agreement, Contractor needs
access to the City's test intranet web server and test database to perform upgrades, implementation of an
additional solution and ongoing support.
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 support of the software under the STARS Agreement, including
but not limited to the implementation of Medicare Section 111 Solution Option 1 (Comprehensive
Solution) ("Option 1") to allow Client to submit data to and receive response data from Medicare via the
CS STARS Strategic Service Provider, including assistance with mapping Client's data elements and
codes to the Centers for Medicare and Medicaid Services (CMS) Mandatory Insurer Reporting (MIR) data
elements and codes, and any necessary support thereof, as set forth in Statement of Work #2 ("SOW
#2"), entered into by the parties effective September 21, 2009 pursuant to the STARS Agreement Such
access is granted subject to the terms and conditions set forth in this Agreement, and the STARS
Agreement and the provisions of the City's Administrative Regulation D-7 (Electronic Communications
Resource Use Policy) as they may pertain to the STARS, Agreement, 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.
Services are being provided in accordance with the STARS Agreement. Access rights will automatically
expire upon expiration or termination of the STARS Agreement.
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4. Renewal. Upon expiration, or termination in accordance with this Agreement, this Agreement
may be renewed annually if the following conditions are met:
4.1 Contracted services have been renewed, extended, or have not been completed.
4.2 Contracted services have not been terminated.
4.3 Within the sixty (60) days prior to the scheduled 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, upon the City's reasonable written request, 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
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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 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 this 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 suspend
Contractor's access to the Network for security or emergency purposes as solely determined by the City
and without penalty to the City. The City may terminate this Agreement upon no less than fifteen (15)
days prior written 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. The City acknowledges and agrees that Contractor shall
not be liable for any delay or failure in the performance of its obligations under the STARS Agreement
due to City s termination of this Agreement.
7. Information Security. Contractor agrees to promptly make every reasonable and appropriate
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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
promptly upon discovery of any unauthorized disclosure of, use or sharing of Network credentials;
8. LIABILITY AND INDEMNIFICATION. THIS AGREEMENT IS SUBJECT TO SECTIONS 10 AND
11 OF CITY SECRETARY CONTRACT NO. 31061.
9. Confidential Information.
(a) Confidential Information. Contractor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City as confidential pursuant to Section 4 of
the License Agreement If Sensitive Personal Information (as defined below) is accessed or used without
authorization through Contractor's • systems by unauthorized parties;. and Contractor's management
discovers that this compromises the security confidentiality or .integrity of such Sensitive Personal
Information (an 'Incident"), Contractor shall promptly report any such Incident to City; provided, .that
Contractor may delay such reporting of an Incident: (a) as necessary to determine the scope of the
breach and restore the reasonable integrity of Contractor's systems, or (b) at the request of a law
enforcement agency, until such time that .the law enforcementagency determines that the reporting will
not compromise any related investigation
(b) Sensitive Personal Information. "Sensitive Personal Information" shall mean any
information that is deemed sensitive within the meaning of V.T.C.A. Tex. Bus and Commerce Code, Title
4, Chapter 48, including but not limited to, unencrypted personally identifiable data of the City's that
contains any individual's name in combination with any of the following regarding the individual: social
security number driver's license number or government issued identification card number; or financial
account number or credit or debit card number if it is coupled with any security code, access code, or
password that would allow access to the account..
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 only to the extent relating to the Services provided hereunder.
Such audit(s) shall: (a) not include any access to Licensor's systems and (b) be conducted upon
reasonable written notice of not less than ten (10) business days and during Licensors normal business
hours subject to this Agreement including, without limitation, Section 15. Client shall be responsible for
paying its costs and that of any third -party auditor retained by Client. The City shall be provided adequate
and appropriate work space in order to conduct audits in compliance with the provisions of this section.
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11. Agreement Cumulative. This Agreement is supplementary to the STARS Agreement. 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. Neither party shall have the right to assign or transfer this Agreement without the
prior written consent of the other party. The foregoing notwithstanding, Licensor may assign this
Agreement in its entirety pursuant to a sale of all or substantially all of Licensor's assets, voting interests
or stock to a buyer or transferee. Except as otherwise provided herein, this Agreement shall be binding
on and inure to the benefit of the respective successors and permitted assigns of the parties.
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 circumstances beyond its reasonable control, including without limitation, acts of
God, fires, floods, earthquakes, wars, civil disturbances, terrorism, sabotage, accidents, unusually
severe weather, labor disputes, governmental actions, power failures, viruses that are not preventable
through generally available retail products, inability to obtain labor, material or equipment, catastrophic
hardware failures, usage spikes, attacks on Licensor's server, or any inability to transmit or receive
information over the Internet, (each, a "Force Majeure Event") nor shall any such failure or delay give
Client the right to terminate this Agreement.
16. Governing Law. This Agreement shall be construed in accordance with the laws of the State of
Texas.
17. Signature Authority. 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.
ACCEPTED AND AGREED:
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Karen L. Montgomery
Assistant City M3a��er `D
Date: (/ r/
ATTEST:
By:
Marty Hendrix
City Secretary
APPROVED AS
By:
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CS STARS LLC
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Rev. 2/23/2009