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Home My WebLink AboutContract 47393-NA1 CSC No.47393-NAl NET'41VQI.tK ACCESS AGREE]VfEIH'I' This Network Access Agreement'CAgreement")is.made and entered into by and between:the.City of Fort Worth("City"), a Home rule municipal corporation with.its.principal.location at 200 Texas Street, Fort Worth,Texas 761.02,:oirganized under the laws of the State of.Texas.and United Healthcare Services, Inc, with its principal.location.at W.Pres George Bush Highway,'TX073-10.00,Richardson,;TX 750180 {"Vendor"}. 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's network .in order to provide administration of the City's selffundedggroup medical,,dise.ase.mariagement programs and aNurse Liaison. In order to provide the necessary support;Vendor needs.access to,network,email and intranet, 2. Grant of Limited Access:Vendor is hereby:granted a limited right of access to the City's Network for fihe..sole purpose of providing.administration of-the City's self-funded group medical,disease management programs and Nurse Liaison, 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 apart of.this.Agreement for all purposes.hdrein.and are available upon.request. 3: Network Credentials.The City wi11 provide Vendor.with Network.Credentials consisting of user TDs'and passwords unique to each individual.regtriring Network access on behalf-of the Vendor. If this access is being granted fbr'purposes of completing services for the City putsuant to aseparate,contract, then, this Agreement will:expire at the.completion of the contracted services, or upon termination of the contracted services,whichever occurs first.Otherwise,access rights will automatically expire one(1)year from the date of this:Agreement("Expiration Date"). M Services:are being provided,iri accordance with City Secretary Contract No.47393. ("Contract") Ci Services are being provided in accordance with City of Fort Worth PeopIESofft Contract No.4555. ("PSK 4") [I Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ("Contract") Q No services are being provided pursuant.to this Agreement. 4, Renewal. This Agreement shall renew in accordance with.the term ofthe Contractor PSK #.If there is no:Contract or PSK 4,this Agreement.may be renewed annually by City,in its;sole discretion, at the end of the Expiration Date and.each renewal term thereafter. Notwithstanding the scheduled contract expiration or the status of completion of services,Vendor 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. Vendor officers, .agents, servants; employees or representatives may notshare the.City-assigned user TDs and passwords.Vendor acknowledges,agrees and hereby gives its authorization to the City to monitor Vendor's use of the Citys Network in order to ensure Vendor's compliance with this Agreement: A breach by Vendor, .its officers, agents, servants, employees or representatives,,of this Agreement and any other written instructions or guidelines that the:City provides to Vendor pursvant.ta.this Agreement shall be grounds forthe City immediately to deny Vendor access to,the [0-MCIAL Rni Network Access Agreement(Rev.0128/19) CITY SECRE 4 FT: WORTH, TX Network and Vendor's Data,terminate'the Agreement, and pursue any other remedies that the City may have.under this Agreement or at lair or in equity. 5. 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,Vendor.:agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor,its officers, agents,servants;employees.and./or representatives to.access:the City's Network. 7. Information Security:Vendor 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. Vendor 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 Vendor-owned equipment that contains City-provided.access software, termination or resignation of officers,agents,servants,employees or representatives with,access to City-providedNetwork credentials,and unauthorized use or sharing of Network credentials. S. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THISAGREEMENT.BY VENDOR?ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. THE CITY, .ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NUT BE LIABLE-FOR ANY DAMAGES THAT VENDORMAY INCUR. AS:A RESULT OF THE CITY.'S RESTRICTIONS TO OR.DENIAL.OF ACCESS TO VENDOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR,. ITS. OFFICERS, AGENTS, SERVANTS OR EMPLOYEES,. OR FOR. ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY.IN ADDITION,VENDORSHALL 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 OMISSIONS) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR-'S OWN COST OR EXPENSE, HE AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS: THE .CITY, ITS. OFFICERS, AGENTS, SERVANTS: ANDIOR: EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND. OR OTHER.ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSIONS) OR INTENTIONAL MISCONDUCT OF VENDOR,ITS.OFFICERS,AGENTS,.SERVANTS OR-EMPLOYEES. 9. Confidential Information. Vendor, 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. Vendor 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.Vendor shall notify the City immediately if the.security or integrity of any City information has been compromised or is believed to have been compromised. IQ.. Right to Audit. Vendor.agrees that the City shall, during the initial term, any renewal. terns, 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.Vendor involving transactions relating.#o this Agreement.. Vendor agrees that the City shall:have access during normal working hours:to all necessary Vendor.facilities and shall be provided adequate and appropriate work space in order to conduct audits in Network Access.Agreement(Rev.8/28/1 9) Page1 of 4 compliance with the provisions of this section. The:City shall give Vendor reasonable advance notice of intended audits.Vendor 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.exarnine at reasonable:times any directly.pertinent books, data, documents, papers and records, both hard copy and: electronic; of:such.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 Vendor. This Agreement and any other documents incorporated herein by reference.constitute the entire understanding and Agreement between the City and Vendor as:to the matters.contained herein regarding Vendor'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 Vendor. 11 Assignment. Vendor.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. SeverabigiX. 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.Maieure. 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.ofthe:public enemy;Tres;strikes,lockouts;natural disasters,wars,riots,material or labor restrictions by any governmental authority,transportation problems and/or any other similar causes. 16. Gover"ing 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 Hein state courts located in Tarrant County,Texas or the United States District Court for the Northern District of Texas,port Worth Division. 17. ftnature 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 ekecute 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 toxely.on this warranty and representation in entering into.this Agreement. [Signature Page Follows] Network Access Agreement(Rev.8128/19) _ Page.3 of 4 Executed effective as of the date signed by the Assistant City Manager below, FORT WORTH: City of Fort Worth Contract Compliance.Manager: By signing I acknowledge that I am the person. :responsible for.the.monitoring and administration of this contract,.including ensuring all By: Valerie Washington(Jul 21,202010:16 CDT) performance and reporting requirements. Narne: Valerie Washington Title: Assistant.city.Manager. .Date: Jul 21,2020 By: cyntnl yree(Jul 20,2020 09:13 CDT) Name: Cynthia Tyree. Approval Recommended: Title: Sr.IT Solutions Manager Approved:as to Form and Legality. By' i� I" Name: Kevin Gunn JS Strong(Jul 20, 02016:42 CDT) Title: IT Solutions Director By: Name: Jahn B.Strang. Attest: Title: Assistant City Attorney L: Contract.Authorization: .M&C: _ By: Name; MaryJ.Kayser ¢ F-- Title: City Secretary YV i ,t VENDOR: " United Healthcare Services Inc_. By. Name: C G'Zllic? Title: a Date: r ICIAL RECOIL'. 1E SECRE'ri4RY WORTHD TX Network.Access Agr..eement(Rev.8/28119) Page 4 of 4