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HomeMy WebLinkAboutContract 45371-NA1 CUY SEC20- Aw NETWORK,ACCESS N This NETWORK ACCESS AGREEMENT "'Agreement"' is made and' entered into by and between the CITE' of FORT WORTH ("City"'),, home rule municipal corporation with its principal location at 10010,Throokrnorton 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 Marguerite ' Reynolds,with its principal location at 170,0 wind Star Way, Dort worth, TX 76108, ("'Contractor"). I. The Network., The City owns and operates a computing environment and network ool�leoti��vely� . the "'Network"). Contractor wishes to access the City's network in order to provide representation of the City concerning legislative and administrative matters in the form of communications to be used during the official session of the Texas legislature and at other times during the team of City Secretary Contract Igo. 45371. In order to provide the necessary support, Contractor needs access to Internet" Intranet, email and FS100 Government Relations. 2 Grant of Urrrited Access. contractor is hereby granted a' limited right of access to the City's Network for the sole purpose of' providing representation of the City concerning legislative and administrative matters in the form of communications to be used during the official session of the Texas Legislature and at other times during the team of City Secretary Contract No. 5,71. Such access is granted subject to the terms and conditions forth in this Agreement and applioabile provisions of the city" Administrative Regulation D-7 (Electronic Communications resource Use Policy),), of' which such applicable provisions are hereby incorporat ed by reference and made a part of this Agreement for all purposes herelin and are available upon request. 3 Network Credentials.. The City will provide contractor with Network cork credentials consisting of user Us and passwords unique to, each individual requiring Network ork 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 fiat. This Agreement will be associated with the Services designated below. Services are being provided in accordance with city Secretary contract No. 45371. 0 Services are being provided in accordance with city of Fort worth Purchase order Igo.. E] 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 cormpleted. 4.2 contracted services have not been terminated. 4.3 within the thirty 3 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 completion of serviices, Contractor shall provide' the city with a current list of'officers, agents" servants, ermpiloyees or representatives that regluire 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 ackno wledges, 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 OFFICIAL R Vendor Network Access Agreement Rey-E'T'1A'RtY rH ] RECEIVED MAR 14 2014 TX FTv WORTH,TX 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. Term i nation., 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 wfthoult penalty to the City. Upon term�iination of this Agreement, Contractor agrees to remove entirely any client or communlications 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. 7. Information Se I 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 disclosiu�re 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 l,im�ited to, theft of Contractor-owned equipment that contains City-provided access softw�a,re, termination or resignation of officers, agents, servants, empiloyees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials,. 8. LIABILITY AND INDEMNIFICATION.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, ITS OFFICERS,, AGENTS,, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THATCONTRACTOR 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 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/O,R PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSIO�N�(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS ANDIOR EMPLOYEES,., CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO, INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERSy 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 OMI,SSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR,, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Contractor, for itself and its officers, agentsl employees, and representatives, agrees that it shall treat all information provided to it by the City as confidentia,l and shall not d'isclose any such information to,a third party without the prior written approval of the City. Contractor further agrees, that it shalil store, aind maintain City Information in a secure manner and shall not allow unauthorized users to access, modlify', delete or otherwise corrupt City, Information in any way. Contractor shall notify the City immediately if the security or integrity of any City information has bleen compromised' or is believed to have been compromised. 10. Riaht to Audit. Contractor agrees that the City shall, duringthe 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, 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 all its subcontractor agreements, hereunder a provision to the effect that the subcontractor agrees that the City shallf 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 reasona�b�le times any directly pertinent books, data, documents, papers and records, both hard copy and elle�ctronic, olf'such Vendor Network Access Agreement 2 Marguerite M. Reynolds Rev.08/24/2012 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,w 'ithi the provisions of this paragraph., City shall give subcontractor reasonable notice of intended audits. 11. Aareement Cumulative. 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 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. Assiigqment. 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. 141., Se erabilit 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 im plaireld�. 15. Force 1'I 12ieure. 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 of -the, public enemy, fires, strikes, lockouts, natural disasters,, wars, riots, material or labor restrictions by any governmental'authority, transportation problems and/or any other similar,causes. 116. Governinq 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 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., Siiqnaturei-Authg ffi, . By axing a signature below, the person signing this Agreement greeent hereby warrants,than 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 warranty and representation in entering into this Agreement. [SIGNATURE PAGE TO FOLLOW] Vendor Network Access Agreement 3 Marguerilte M., Reynolds Rev.08/24/201.2 ACCEPTED AND AGREED.' CITY OF FORWORTH.- CONTRACTOR TAME: 5S. 0 n Alanis � µ By y: A 10 w w anage�r Title:C9atkSALbX- � �� � Cite. � ewe: I ATTEST" k1& 1 By Aa(y J City Seye!ary %00006:�0001100 APPROVED AS TO FORM AND LEGA AS By- %'A ' Assistant City Attorney ��,`RECORD FIR ., Vendor Network Access Agreement Marguerite M. Reynolds FTe