HomeMy WebLinkAboutContract 48595 CITY SECRETARY <>
CONTRACT N0. b �
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DATA SHARE
AND CONFIDENTIALITY AGREEMENT
This Data Share and Confidentiality Agreement ("Agreement") is entered into between the City of Fort
Worth ("Fort Worth" or "City"), a Texas home rule municipality with principal offices located at 1000
Throckmorton Street, Fort Worth, Texas, 76102, and the City of Grapevine ("Jurisdiction" or"Contractor"),
a Texas home rule municipality with principal offices located at 200 S. Main Street, Grapevine, Texas
76051, sometimes referred to herein as "Party" or the 'Parties." There are no other parties to this
agreement.
RECITALS:
Whereas, the Parties desire to more effectively plan for the services required by the residents of Fort
Worth and Jurisdiction who would need special assistance in the event of an emergency or a disaster;
and
Whereas, Fort Worth provides a program where individuals with special needs who reside in Jurisdiction
may access a web based portal database (known as "Special Needs Assistance Program") voluntarily to
provide specific information as to their special needs or disabilities for the purpose of assistance in an
emergency or disaster;
Whereas, in order to plan for and to administer these services on a regional level, the Parties desire to
share Special Needs Assistance Program data with each other;
Whereas, Jurisdiction will have access to sensitive and confidential information of a personal nature for
governmental purposes;
Whereas, Fort Worth would not make such access available to Jurisdiction without Jurisdiction's
agreement to maintain confidential treatment of such information;
Whereas, this Agreement is made under the authority of Sections 791.001 et. Seq., Texas Government
Code;
Whereas, each governing body, in performing governmental functions or in paying for the performance of
governmental functions hereunder, shall make that performance or those payments from current
revenues legally available to that Party; and
Whereas, the Parties find that the performance of this Agreement is in the common interest of Fort Worth
and Jurisdiction, that the undertaking will benefit the public, and that the compensation set forth herein
fairly compensates the performing Party for the services to be performed under this Agreement.
Now therefore, in consideration of the mutual promises, agreements and covenants contained herein,
the parties do hereby agree as follows:
1. Term. Unless otherwise terminated as set forth herein, the term of this Agreement shall be a
period of one (1) year from the date of execution ("Effective Date"), and, if Jurisdiction is not in
default of any of its obligations under this Agreement, the Agreement shall automatically renew i
annually for one-year periods.
2. Jurisdiction Access. Fort Worth shall provide Jurisdiction with access to information provided
by participants residing in Jurisdiction who are in the Special Needs Assistance Program, as well
as access to changes in information, including but not limited to participant additions, removals,
City of Fort Worth
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and in activations. Jurisdiction will execute the Network Access Agreement attached as Exhibit A
and incorporated into this Agreement.
3. Restrictions on Use and Disclosure.
3.1 Jurisdiction shall not disclose or use any sensitive, personal, or confidential information
received from the Special Needs Assistance Program or from Fort Worth that Jurisdiction s
should reasonably know is sensitive or confidential ("Confidential Information). t
Jurisdiction agrees to treat Confidential Information as it would its own confidential
information and to disseminate it within its own organization only to the extent necessary
for the purposes for which it has been provided and only to Jurisdiction's employees who
are bound to maintain its confidentiality.
3.2 Such restrictions on use or disclosure of Confidential Information described in Paragraph
3.1 do not extend to any information which (i) is publicly known at the time of its
disclosure (ii) is lawfully received from a third party not bound in a confidential r
relationship to Fort Worth (iii) is published or otherwise made known to the public by Fort
Worth (iv) is independently developed by Jurisdiction without using Confidential
Information of Fort Worth or(v)is required to be disclosed pursuant to a court order, duly
authorized subpoena, or other governmental or legislative authority. In such cases,
notice must be provided to Fort Worth upon such disclosure.
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3.3 Upon termination or expiration of this Agreement, or in the event Fort Worth reasonably t
determines that Jurisdiction is in breach of its duties or obligations under this Agreement,
and upon written request by Fort Worth, Jurisdiction shall return all information received,
with a letter confirming that the Confidential Information has in no way been
compromised, reproduced or copied beyond that which is allowed by this Agreement, and t
that all copies have been returned.
3.4 This Agreement specifically prohibits Jurisdiction from granting any access to the
Confidential Information or any information compiled by Jurisdiction using the
Confidential Information to any third party without the express written consent of Fort
Worth, unless so required to provide the Confidential Information under federal or state
law. Jurisdiction is solely responsible for protecting access to Confidential Information
against any third party while the information is in the possession of Jurisdiction or the
third party.
3.5 Jurisdiction shall not distribute or allow unauthorized access to any Confidential t
Information in any form that was in all or partly derived from the Special Needs
Assistance Program. Jurisdiction shall store all Confidential Information in a secure
manner and shall not allow unauthorized users to view, access, modify, delete or y
otherwise corrupt Fort Worth Information in any way. Jurisdiction shall notify Fort Worth
immediately if the security or integrity of any Confidential Information has been
compromised or is believed to have been compromised.
4. Compensation. Jurisdiction shall pay Fort Worth an annual amount not to exceed $1.00
for use of the Special Needs Assistance Program pursuant to this Agreement.
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5. Accuracy of Confidential Information. Fort Worth makes no warranty as to the veracity or I
accuracy of the Confidential Information or any information in the Special Needs Assessment i
Program. Jurisdiction acknowledges that the Special Needs Assessment Program is a voluntary
program and that all information is provided by the individuals residing in Jurisdiction, not by Fort
Worth, and Fort Worth has no duty to determine the accuracy or veracity of any information in the i
Special Needs Assessment Program.
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6. Applicable Laws. All information shared between the parties will be transferred, maintained and
stored in accordance with all applicable federal and state laws governing the transfer and/or i
disclosure of personal information, including but not limited to, Chapter 552 of the Texas
Government Code, the Texas Medical Practices Act, the Americans with Disabilities Act, and any
applicable federal, state or local laws, rules, regulations and ordinances.
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7. LIABILITY. It is expressly understood and agreed that in the execution of this Agreement, no
party waives nor shall be deemed hereby to waive any immunity or defense that would otherwise E
be available to it against claims arising in the exercise of governmental powers and functions. x
Each party agrees to be liable for any damages or loss that may be caused by its own
negligence, omission or intentional misconduct. The term party shall include employees officers,
agents, representatives, and volunteers of Jurisdiction or Fort Worth. E
8. Termination. Termination of access to the information provided pursuant to this Agreement
shall only be authorized if there is a change in the Special Needs Assistance Program or in the
event that Jurisdiction does not fulfill its duties and obligations herein stated.
9. Assignment and Subcontracting. Neither Fort Worth nor Jurisdiction will assign or
subcontract any of its duties, obligations or rights under this Agreement without the prior written
consent of the other party.
10. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its
agents, employees, servants or representatives, (2) delivered by facsimile with electronic
confirmation of the transmission, or (3) received by the other party by United States Mail,
registered, return receipt requested, addressed as follows:
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To Fort Worth: To JURISDICTION:
City of Fort Worth City of Grapevine
Attn: Human Resources Director Attn: City Manager
1000 Throckmorton 200 S. Main ST
Fort Worth,TX 76102-6311 Grapevine,TX 76051
11. Governing Law/Venue. This Agreement shall be construed in accordance with the
internal 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.
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12. 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 p
or impaired.
13. Relationship of the Parties. It is expressly understood that the employees, methods, facilities
and equipment of Fort Worth shall at all times be under the exclusive jurisdiction, direction and
control. It is understood that the employees, methods, facilities, and equipment of Jurisdiction
shall at all times be under Jurisdiction's exclusive jurisdiction, direction and control.
14. Entirety of Agreement. This Agreement, including the schedule of exhibits attached
hereto and any documents incorporated herein by reference, contains the entire understanding
and agreement between Fort Worth and Jurisdiction, their assigns and successors in interest, as
to the matters contained herein. Any prior or contemporaneous oral or written agreement is
hereby declared null and void to the extent in conflict with any provision of this Agreement.
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15. Force Maieure. Fort Worth and Jurisdiction shall exercise their best efforts to meet their
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
City of Fort Worth
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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 i
problems and/or any other similar causes.
16. No Waiver. The failure of Fort Worth or Jurisdiction to insist upon the performance of any k
term or provision of this Agreement or to exercise any right granted herein shall not constitute a I
waiver of Fort Worth's or Jurisdiction's respective right to insist upon appropriate performance or
to assert any such right on any future occasion.
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[Signature Page Follows]
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City of Fort worth
SNAP Data Share Agreement
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CITY OF FORT WORTH: Cl
GRAPEVINE:
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Valerie Washington
Assistant City Manager
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Date Date
APPROVED AS TO FORM AND APPROVED AS TO FORM AND
LEGALITY• LEGALITY:
Jessica Savang, Ass tant City Attorney City Attorney
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Date
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% / QST ATTEST: o� GRAPF�/2
ATTEST: j ®� .(..
By: y: Cl c i \`,M
M a rSf K s r i etary ? i ra Brooks, City Secrets\ �
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Contract Compliance Manager:
By signing, I acknowledge that I am the person
responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
2 Ra y Westerman
Public Education Program Coordinator
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City of Fort Worth
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EXHIBIT A
NETWORK ACCESS AGREEMENT
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1. The Network. The City owns and operates a computing environment and network (collectively
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the "Network"). Contractor wishes to access the City's network in order to receive information from the g
City's Special Needs Assistance Program. In order to receive the necessary information, Contractor
needs access to information provided by participants residing in Contractor's jurisdiction who are in the
Special Needs Assistance Program, as well as access to changes in information,including but not limited
to participant additions,removals,and in activations.
2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's 5
Network for the sole purpose of receiving Special Needs Assistance Program information. Such access is F
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. Sections 6.4.5 and 6.6.3 of the City's Administrative
Regulation D-7 are not applicable to Contractor's access to the web based portal database known as the
"Special Needs Assistance Program."
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. 1
Access rights will automatically expire one (1) year from the date of this Agreement. If this access is i
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 City Secretary Contract No.
❑ Services are being provided in accordance with City of Fort Worth Purchase Order No. V
X 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
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annually if the following conditions are met:
4.1 Contracted services have not been completed.
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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 completion 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.Failure to adhere to this requirement may result in denial e
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 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
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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.
5.1 Notice to Contractor Personnel—For purposes of this section, Contractor Personnel shall
include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be
responsible for specifically notifying all Contractor Personnel who will provide services to the City under
this agreement of the following City requirements and restrictions regarding access to the City's Network;
(a) Contractor shall be responsible for any City-owned equipment assigned to Contractor
Personnel,and will immediately report the loss or theft of such equipment to the City
(b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally-
owned computer equipment to the City's Network
(c) Contractor Personnel shall protect City-issued passwords and shall not allow any third
party to utilize their password and/or user ID to gain access to the City's Network
(d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic
Communications Resources as described in the City's Administrative Regulation D7
(e) Any document created by Contractor Personnel in accordance with this Agreement is
considered the property of the City and is subject to applicable state regulations regarding
public information
(f) Contractor Personnel shall not copy or duplicate electronic information for use on any
non-City computer except as necessary to provide services pursuant to this Agreement
(g) All network activity may be monitored for any reason deemed necessary by the City a
(h) A Network user ID may be deactivated when the responsibilities of the Contractor
Personnel no longer require Network access
6. Termination. In addition to the other rights of termination set forth herein, the City may 1
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, Contractor agrees to remove entirely any client or
communications software provided by the City from all computing equipment used and owned by the 1
Contractor,its officers,agents,servants, employees and/or representatives to access the City's Network,
7. Information Security. Contractor 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. 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 contains 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.
ACCEPTED AND AGREED:
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CITY O FORT WORTH• CITYVge
By: VMj:,I
By:
Valerie Washington r t ,�
Assistant City Manager `�" (� / /JI`�
Date: ���� Date: _ f
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ATTEST: ,'�, * TTEST: OF G R A PFL/
BCA BY: i
Mary�Oir, ity cretary Tara Brooks,City Secretai�C i
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APPROVED T FORM AND LEGALITY:
By:
Jessica Sangsva ,Nssist6t Cit Attorney
M&C: none required
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