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HomeMy WebLinkAboutContract 45366 CITY SECRETARY R NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") i's made end entered into aby, and between the CITY OF' FORT WORTHH' ("'City""'), , home rule municipal corporation with its principal Iodation at 1000 Throo rnorton street, Fort"'worth, Texas 76102, organized under the laws of the State of Texas and situ�eted' in portions, of Tarrant, Denton, Parker, Wise, and Wise Counties, Te�xes, and Tarrant County Texas with its principal location at 1010 E. Weatherford, Fort Worth, Texas 761961 "Contractor" 1. The Network. The City owns and operates a computing environment end, network (collectively the "Network"). Contractor wishes to access the City's ne rkin order to provide indlividuals operating under the auspices of the Tarrant Count" Narcotics Unit with access to the network resources of the City's police Department in order to perform narcotics investigations in Fort Worth and northeast Tarrant County in cooperation with the Fort Worth police Department. In order to provide the necessary support, Contractor needs access to the City's police Records Management System RMS , C N'et.org a end' the Police intranet systems for assigned individuals and needs the assigned individuals to be provided with use of and access to a City of Fort Worth email account and address. 2. Grant cif Li ited Acc s. Contractor is hereby granted a limited right of access to the City's Network for thle sole purpose of providing assigned individuals access to electronic nic resources for use in conducting narcotics Investigations in port Worth and northeast Tarrant bounty in cooperation with the Fort Worth police Department. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the city's Administrative Regulation - (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. NStgork Cre+den s The City will provide Contractor with, Network vorl Credentials consisting, of user i s and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one year from the date of this Agreement. If this,access is being granted for purposes of completing services for the City pursuant to ar 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 loo. Services are being provided, in accordance with city of Fort"worth purchase Order loo. 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. RenMall. At the end of the fiat year and each year thereafter, this Agreements may be renewed annually if the following conditions are ni 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 thlis Agreement, the Contractor has provided the city with a current list of its o fficers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion,of services, contractor shell 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 ork Restrictions. Contractor officers, agents, ,servants, employees or representatives may not share the City-assigned user IDs and passwords. Contractor acknowledges, agre.es and hierieby,gilve3 its authorization to the City to monitor Contractor's use of the City's Network in order to ensure OfTICIAL RECORD Vendor Network Access Agreement F01:1 CIAL RECO' Rev. OW012 SE , Clary _CRETARY SEC F T JOR TJ T,vv o RT H FT,X Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,, employees or representatives, o�f 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. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and I for any reason with or without notice, and without pena,lty 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 equipme�nt used and owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's, Network. 7. Information Segurlty-, Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credential's 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 conita,ins 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. 8. LIA§ILI'TY AND INDEMNIFICATION.CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF TH'IS 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' IN'CUR AS A RESULT OF' T'HE 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 JUDGMENT$ 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 ANDI'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. 9. ConfIdential Informati"on. Contractor, for itself end its officers, agents, employees, and representatives, agrees that it shall trealt all information provided to it by the City as confidential and shall not disclose any,such information, to a third party w�ithout the prior written approval of the City. Contractor further agrees that it shall store and mai'nta�in City Information, in a secure manner and shall not allow unauthorized users to access,, modify,, delete or otherwise corrupt City Information in any,way. Contractor shall notify the City immediately if the security or i,ntegirity of any City information has been, compromised or is believed to have been compromised. 100 ftht 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 re�asoin�able times any directly pertinent books, data�, documents, papers and, records, both hard copy and electronic, of the Contractor involv'ing 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, iinc,lude in all its subcontractor agreements hereunder a provision to the effect that the subcontractor ag�re�es th�at the City shall, during the initial term, any renewa,l, terms, and' until expiration of three, (3) years, after termination, Vendor Network Access Agreement 2 TARRANT'COUNTY Rev.08/24/2012 or expiration of the subcontract, 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 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. ftreement Cumlylati've. This, Agreement is cumulative of and in addition to 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 Contractors access to and use of the City's Network. 1261 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., ASsignMont, Contractor 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. Severabili If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity,, legality and enfoirceabillity of' the remaining provisions shall not in any way be affected or impaired. 15. Force Mpioure. 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 perfomiance 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,1 transportation,problems and/or any other similar causes. 16. goy 2!.nj1ng.Law I 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 lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. St"gnurture Aut!Lorltv. 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 entity. The other party is fully entitled to rely on this warra:nty and representation in entering into this Agreement. (SIGNATURE PAGE TO,FOLLOW] Vendor Network Access Agreement 3 TARRANTCOINTY Rev. 08,/24/2012 ACCEPTED AND AGREED. CITY OF F,P T,. RTH,,- TARRANT CO �PTY �010 401, w By: By. i nr Susa4� I' is Name: -7�24rq, ........I. Assistant City M nag r Title. Cate: 4 �µ ATTESTS By'. zo, 00e:x p, dry jlkayswr City Secretary ib L:- - WW" N By I o IN Assistant "' AvOi M&C'; no ;rj P_ oft Nit OFFICIAL RECORD CIITY SECRETARY NO TX Vendor Network Access Agreement N COUNTY ed