HomeMy WebLinkAboutContract 35455�I { `t ��'C'.�;ETA�Y
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LIMITED ACCESS AGREEMENT
This LIMITED ACCESS AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized
under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise
Counties, Texas, and TriTech Software Systems, Inc ("Vendor") a California corporation.
The following statements are true and correct and form the basis of this Agreement:
A. The City owns and operates a file server computer system and network (collectively the
"Network").
B. The City has purchased a Computer Aided Dispatch, Mobile Computer System, Station
Alerting system and associated interface software from Vendor (collectivity "CAD").
C. The Vendor wishes to access the City's Network in order to install, configure and
maintain CAD. Vendor wishes to access City's network both locally (when working on-
site) and remotely (when working off-site).
D. The City is willing to grant the Vendor local and remote access to the Network, subject to
the terms and conditions set forth in this Agreement, and in the City's standard outside
connections policy. ("Extranet Standard") attached as Exhibit "A" and hereby
incorporated by reference and made a part of this Agreement for all purposes herein.
NOW, THEREFORE, the City and Vendor hereby agree as follows:
1. GRANT OF LIMITED ACCESS.
Vendor is hereby granted a limited right to access the City's Network for the sole purpose
of installing, configuring and maintaining CAD, pursuant to the Vendor's obligations as set forth in
Contract CSC No. 34842. Because Vendor can enter the City's Network only through the City's
computer security systems, the City will provide Vendor with a password and access number or
numbers.
2. NETWORK RESTRICTIONS.
2.1. Vendor may not share the password or access number or numbers provided by
the City except with Vendor's officers, agents, servants or employees as may reasonably
be required.
2.2. Vendor may not access the Network for any purpose other than to install,
configure and maintain CAD.
2.3. Vendor acknowledges, agrees and hereby gives its authorization that the City
may monitor Vendor's use of the City's Network in order to ensure Vendor's compliance
with this Agreement.
2.4. A breach by Vendor, its officers, agents, servants or employees, of this
Agreement and any other written instructions or guidelines that the City provides to
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny
Vendor access to the Network and Vendor's Data in addition to any other remedies that
the City may have under this Agreement or at law.
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2.5. The City or Vendor may terminate this Agreement at any time and for any
reason.
2.6. Support access will be in a manner that is mutually agreed upon by City and
Vendor and in a manner consistent with the approved procedures issued by each
organization including the Exhibit from City and the document titled Site Preparation and
Support Connectivity Guide issued by Vendor and attached as Addendum A-10 to
Contract CSC No. 34842.
3. LIABILITY AND INDEMNIFICATION.
LIABILITY AND INDEMNITY FOR THIS AGREEMENT SHALL BE GOVERNED BY
SECTION 15.0 OF CSC NO. 34842, SYSTEM PURCHASE AGREEMENT, BETWEEN THE
CITY AND VENDOR ENTERED INTO ON JANUARY 31, 2007.
4. AGREEMENT CUMULATIVE.
This Agreement is cumulative of and in addition to any written contracts or agreements,
expressly agreed to in writing by authorized representatives of the parties.
5. CONFIDENTIAL INFORMATION.
Vendor, for itself and its officers, agents and employees, agrees that it shall treat all
information provided to it by the City as confidential and shall not disclose any such information
to a third party without the prior written approval of the City. Vendor further agrees that it shall
store and maintain City Information in a secure manner and shall not allow unauthorized users
to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify
the City immediately if the security or integrity of any City information has been compromised or
is believed to have been compromised.
6. Riqht to Audit
Vendor agrees that the City shall, during the initial term, 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 Vendor involving transactions relating to this Contract. Vendor
agrees that the City shall have access during normal working hours to all necessary Vendor
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 Vendor reasonable
advance notice of intended audits.
Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall, during the initial term, and
until expiration of three (3) years after termination 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.
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7. ENTIRE AGREEMENT.
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 Vendor. This Agreement and any other documents incorporated herein by
reference constitute the entire understanding and agreement between the City and Vendor as to
the matters contained herein regarding Vendor's access to and use of the City's Network. Any
prior or contemporaneous oral or written agreement is hereby declared null and void to the extent
in conflict with any provisions of this Agreement. The signature below of an authorized
representative acknowledges that the Vendor has read this Agreement and agrees to be bound
by terms and conditions set forth herein.
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IN�LTNESS WHEREOF, the parties hereto have executed this Agreement on this � day of
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CI'
By
ATTEST:
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, City cretary
APPROVED AS TO FORM AND LEGALITY:
By: � � z�
Assistant it Attorney
M & C: none required
TR OFTWARE SYSTEMS INC:
By:
Chri topher D. Maloney
President & CEO
ATTEST:
By:
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EXHIBIT "A"
EXTRANET STANDARD
Overview
The purpose of this standard is to establish the requirements under which third party
organizations may connect to the City of Fort Worth networks for the purpose of transacting City
business. The standards listed are specific activities required by Section 2.2 of the City of Fort
Worth Information Security Policy.
Scope
Connections between third parties that require access to non-public City of Fort Worth resources
fall under this standard, regardless of whether a telecommunications circuit (such as frame relay
or ISDN) or Virtual Privacy Network (VPN) technology is used for the connection. Connectivity to
third parties such as the Internet Service Providers (ISPs) that provide Internet access for the City
of Fort Worth or to the Public Switched Telephone Network do not fall under this standard.
Standard
Securitv Review
All new extranet connectivity will go through a security review with the Information Security
department (IT Solutions). The reviews are to ensure that all access matches the business
requirements in a best possible way, and that the principle of least access is followed.
Third Partv Connection Aqreement
All new connection requests between third parties and the City of Fort Worth require that the third
party and the City of Fort Worth representatives agree to and sign a third party agreement. This
agreement must be signed by the Director of the sponsoring organization as well as a
representative from the third party who is legally empowered to sign on behalf of the third party.
The signed document is to be kept on file with IT Solutions. All documents pertaining to
connections into the City of Fort Worth labs are to be kept on file with IT Solutions.
Business Case
All production extranet connections must be accompanied by a valid business justification, in
writing, that is approved by a project manager in IT Solutions. Lab connections must be approved
by IT Solutions. Typically this function is handled as part of a third party agreement.
The sponsoring organization must designate a person to be the Point of Contact (POC) for the
Extranet connection. The POC acts on behalf of the sponsoring organization, and is responsible
for those portions of this policy and the third party agreement that pertain to it. In the event that
the POC changes, IT Solutions must be informed promptly.
Establishinq Connectivitv
Sponsoring organizations within the City of Fort Worth that wish to establish connectivity to a third
party are to file a new site request with IT Solutions to address security issues inherent in the
project. If the proposed connection is to terminate within a lab at the City of Fort Worth, the
sponsoring organization must engage IT Solutions. The sponsoring organization must provide full
and complete information as to the nature of the proposed access to the extranet group and IT
Solutions, as requested.
All connectivity established must be based on the least-access principle, in accordance with the
approved business requirements and the security review. In no case will the City of Fort Worth
rely upon the third party to protect the City of Fort Worth's network or resources.
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Modifvinq or Chanqinq Connectivitv and Access
All changes in access must be accompanied by a valid business justification, and are subject to
security review. Changes are to be implemented via corporate change management process. The
sponsoring organization is responsible for notifying IT Solutions when there is a material change
in their originally provided information so that security and connectivity evolve accordingly.
Terminatinq Access
When access is no longer required, the sponsoring organization within the City of Fort Worth
must notify IT Solutions, which will then terminate the access. This may mean a modification of
existing permissions up to terminating the circuit, as appropriate. IT Solutions must conduct an
audit of their respective connections on an annual basis to ensure that all existing connections
are still needed, and that the access provided meets the needs of the connection. Connections
that are found to be deprecated, and/or are no longer being used to conduct the City of Fort
Worth business, will be terminated immediately. Should a security incident or a finding that a
circuit has been deprecated and is no longer being used to conduct the City of Fort Worth
business necessitate a modification of existing permissions, or termination of connectivity, IT
Solutions will notify the POC or the sponsoring organization of the change prior to taking any
action.
Definitions
Circuit
Sponsoring Organization
Third Party
For the purposes of this policy, circuit refers to the method of
network access, whether it's through traditional ISDN, Frame
Relay etc. or via VPN encryption technologies.
The City of Fort Worth organization that requested that the third
party have access to the City of Fort Worth network.
A business that is not a formal or subsidiary part of the City of
Fort Worth.
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