HomeMy WebLinkAboutContract 45316-NA1 (2)����T ��� �' �'�� � a ,. �" � ; � ,�
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NETWORK ACCESS AGREEMENT
This NETWORK ACCESS AGREEMENT ("AgreemenY'} is made and entered into by and
between the CITY OF FORT WORTH ("City"), a home rule municipai corporation with its principal
location at 1000 Throckmorton Street, Fort Worth, Texas 7610�, organized under the laws of the State of
Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and CH2M HILL with its
principal location at 155 Grand Ave, Suite 800, Oakland, CA, ("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 support for setup and
configuration of Water Qualiry Monitoring System. In order to provide the necessary support, Contractor
needs access to [remote/VPN access to FWVUfRWQMS (192.168.176.71).
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 for setup and configuration of Water Quality Monitoring
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 Ciry Secretary Contract No. 45316.
❑ 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 compleiion 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. Faifure to adhere to this requirement may result in denial of
access to the Netwark 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 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.
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Vendor Network Access Agreement i�lT� SECRE't"l��t �• 08/24/2012
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6. Termination. In addition to the other rights of termination set forth herein, the City may terminate
this Agreernent 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 frorri all computing equipment used and owned by the Contractor, its
officers, agents, servants, employees and/or representatives to access the Ciry's Network.
7. Information Securitv. Contractor agrees to make every reasonable ef€ort in accordance with
accepted security practices to protect the Nefinrork credentials and access methods provided by the City
fram unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discavery of
a breach or threat of breach which could compromise the integrity af the City's Netwark, including but not
limited to, theft of Cantractor-owned equipment thai contains City-provided access saftware, termination
or resignation af o�cers, agents, servants, employees ar representatives with access to City-provided
Network credentials, and unauthorized use or sharing of Network credentia(s.
8. �IABILlTY AND IWDEMNIFICATION. 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, tTS 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 EMP�OYEES, OR FOR
ANY REASONAB�E SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR
SHALL BE LIABLE AND RESPONSIBLE FOR ANY ANO ALL PROPERTY LOSS, PROPERTY
DAMAGE AND/OR PERSONAL (NJURY, INCLUDING DEATH, AND ALL C(�4lMS, DEMANDS AND
JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT C�F CONTRACTOR, lTS OFFfCERS, ACENTS,
SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR
EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CIN, ITS
OFFtCERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY C[AIM,
LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE
NEGLIGENT ACT(S} QR OMISSION(S} OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9. Confidential Information. Contractar, for itself and its officers, agents, employees, and
representatives, agrees that it shall treat all information provided to it by the City as canfidential and shall
not disclose any such informaiion ta a third party without the prior written appraval of the City. Contractor
fu►ther agrees that it shall store and maintain Ciry fnformation in a secure manner and shall not al{ow
unautharized users ta access, modify, delete or othenlvise corrupt City fnformation in any way. Contractor
shall notify the City immediatefy if the security or integrity af any City information has been compromised
or is believed to have been compromised.
10. Riqht to Audit Contractor agrees that the City shall, during fhe 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 reasanable 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 al1 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 reasanable times any
directly pertinent boaks, data, documents, papers and records, both hard copy and electrortic, af such
subcontractor invoEving transactions related to the subcontract, and further that City sha(1 have access
during normal working haurs 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 reasanabfe notice of intec�ded audits.
Vendor Net�vork Access Agreement 2
CH2M HEL� Rev. 08/24/2012
11. Aqreement Cumulative. This Agreement is cumuEative af and in addition io 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 shali not be waived, aftered, modified,
suppiemented, or amended in any manner except by written instrument signed by an authorized
representative of boih the City and Contractor.
13. Assictnment. Contractor may not assign or in any way transfer any of its interest in this
Agreement. Any attempted assignment or transfer o€ al! or any part hereof shali be null and void.
14. Severabilitv. if any provision of this Agreement is held to be invaiid, ilfegai or unenforceable, the
validiry, legality and enforceability of the remaining provisions shali 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 he(d 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, campliance with any government law, ordinance or eeguiation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportetion problems and/or any other simiiar causes.
16. Governinq Law / Venue. This Agreement shall be construed in accordance with the laws af the
State of Texas. If any action, whether reaE or asserted, at law or in equity, is brought on the basis of this
Agreement, venue for such action shal! lie in state caurts located in Tarrant Counry, Texas or the United
States District Caurt for the Northern District of Texas, Fort Worth Division.
17. Siqnature Authoriiv. 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 entiiy. The
other party is fully entitled to rely on this warranty and representation in entering into this Agreement.
[SIGNATURE PAGE TO FOL�OW]
Vendor Network Access Agreement �
CH2M HILL Rev. 0812�/2012
ACCEPTED AND AGREED:
CITY OF FORT WORTH:
By: TC3.-�J �
ACM Name
Assistant City ana er
Date:
An�$ �� 1"i /� ��,
By. � " ,� ��-���_,� � (�,�,, ' � �
Ma J. Kayser , J � S�
= Ciry Secretary D
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APPROVED A TO M AND LEG �
��
B:
Assistant City Attorney
M & C: none reauired
Vendor Network Access Agreement
CONTRACTOR
CH2M HILL.
ay:
Title: �e President
Dat 3/28/2014
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