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HomeMy WebLinkAboutContract 41877-NA1 CITY SECRETARY J CONTRACT NO. "'kqt V�l NETWORK ACCESS AGREEMENT This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton 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 Emphasys Software with its principal location at 2200 Powell Street, Suite 370, Emeryville CA 94608, ("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"Implementation of the SymPro Debt solution and add-on modules", in conjunction with the EMPHASYS SOFTWARE LICENSE AGREEMENT (:License Agreement") signed by the above parties on September 21, 2016. In any matters of dispute, the License Agreement will take precedence over this Agreement, including Section 8 hereunder being subject to the limitations stated in Section 6 of the License Agreement, In order to provide the necessary support, Contractor needs access to [City Internet, Servers and Work stations (desktops), and a SQL Database server. The SymPro application will be installed on a network server or a work station]. 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 [Implementation of the SymPro Debt solution and add-on modules]. 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 City Secretary Contract No. 48177. ❑ 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 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 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, Vendor Network Access Agreement ffOFFIC11ORD Rev. 11/01/2013 ARYTX 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 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. Assignment. 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. 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 or impaired. 15. Force Majeure. 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, strikes, lockouts, natural disasters, wars, riots, or restri ttions by any governmental cts of the public enemy, authority, transportation problems and/or any other similarerial causes.labor 16. Governin 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. Si nature 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 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 Rev. l 1!01!2013 Emphasys Software Network Access Agreement with Emphasys Software, page 5 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. 67'0:� V6-- 674�I F��ER 7— ame of Emp oye 7-/�7fli Title