HomeMy WebLinkAboutContract 52765 I
,CITY SECRETARY
CONTRACT NO._ 5 a1 C05
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 200 Texas Street, Fort Worth, Texas 76102,
organized under the laws of the State of Texas and Interspec, LLC with its principle
location at 9810 Liberty Road, Aubrey, TX 76227, ("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[Support for the Motorola Computerized Irrigation System]. In order to provide the
necessary support, Contractor needs access to [PAR36765PC and PAR37565LAPI
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 [support for the Motorola
Computerized Irrigation System]. 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.
❑ Services are being provided in accordance with City Secretary Contract No.
Services are being provided in accordance with City of Fort Worth PeopleSoft
f Contract No. GRP0000603.
ervices 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,
'a
G�� ��o agents, servants, employees or representatives requiring Network credentials.
,a F HCiAL RECORD
lnterspec LLC Network Access Agreement 1 "JTf9t&9iiiRY
FT. WORTH,TX
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.
b. 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
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.
6. Termination. 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
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 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.
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 THAT CONTRACTOR 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/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS,
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Agreement Rev.1/31/17
DEMANDS AND JUDGMENTS 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 AND/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 Information. Contractor, for itself and its officers, agents,
employees, and representatives, 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. Contractor 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. Contractor shall
notify the City immediately if the security or integrity of any City information has been
compromised or is believed to have been compromised.
10. Right to Audit. Contractor agrees that the City shall, during the initial term, any
renews{ 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 shall, 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 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. 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.
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Agreement Rev. 1/31/17
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. SeverabilitV. If any provision of this Agreement is 'neld to be invalid, illegal or
unenforceable, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired.
16. Force Maieure. 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.
16. Governing 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. Signature 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.
(nterspec LLC Network Access 4
Agreement Rev. 1131117
ACCEPTED AND AGREED:
CITY OF FORT WORTH: CONT ACTOR:
By: By:
Kevin Gunn Name. s1 t10�21
Assistant City Ma ager Title: )DzY /b W ner—
Date: �/ /3 �� 9 Date.
ATTEST: ATTEST:
By: By. -
Mary Kayser Name: PaVe' �5
City Secretary Title: fgumoess �- d 94 ►''� ��.
M & C: none required
APPROVED AS TO FORM AND LEGALITY-
By..
John B. tr ng
Assistant City Attor ey II
Form 1295: Nut Required
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.
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OFFICIAL RECOR®
Interspec LLC Network Access 5 CITY SECRETARY
Agreement FTRV44;TX