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HomeMy WebLinkAboutContract 36768 CITY SECRETARY CONTRACT NO. 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 CS STARS LLC ("Contractor"). The following statements are true and correct and form the basis of this Agreement: WHEREAS: A. The City previously entered into an agreement for services and implementation of the STARST^^ software with Marsh USA, Inc. ("Marsh"), pursuant to City Secretary Contract ("CSC") No. 31061, as amended (hereafter, the "License Agreement"). B. Marsh later transferred all of its rights, title and interest in the License Agreement to Contractor, and Contractor accepted all duties and responsibilities of Marsh under the License Agreement pursuant to the Contribution Agreement entered into by Marsh and Contractor effective March 1,2005. C. The City owns and operates a file server computer system and network (collectively the "Network"). D. Contractor wishes to access the City's network in order to perform the services set forth in CSC No. 31061, as amended. The City is willing to grant Contractor access to the Network, subject to the terms and conditions set forth in this Agreement and the License Agreement. NOW, THEREFORE, the City and Contractor hereby agree as follows: 1. GRANT OF LIMITED ACCESS. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of implementing an upgrade to the STARSW EB application from version 8.7 to version 8.10. The CS STARS Technical group needs access to city's test intranet web server and test database to perform the upgrade. The City will provide Contractor with a password and access number or numbers as necessary. 2. NETWORK RESTRICTIONS. 2.1. Contractor may not share any passwords or access number or numbers provided by the City except with Contractor's officers, agents, servants or employees who work directly with this project. 2.2. Contractor acknowledges, agrees and hereby gives its authorizati t9 � � �� monitor Contractor's use of the City's Network in order to ensur rtii,i1 Q p' compliance with this Agreement. f�' : 11 i1 03-13-08 A10:45 IN 2.3. A breach by Contractor, its officers, agents, servants or employees, 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 in addition to any other remedies that the City may have under this Agreement or at law or in equity. 2.4. The City may terminate this Agreement at any time and for any reason. 3. LIABILITY AND INDEMNIFICATION. SUBJECT TO SECTIONS 10 AND 11 OF THE LICENSE AGREEMENT, CONTRACTOR SHALL BE 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 SOFTWARE ON THE NETWORK RESULTING FROM 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, SUBJECT TO SECTIONS 10 AND 11 OF THE LICENSE AGREEMENT, CONTRACTOR SHALL BE RESPONSIBLE FOR ANY PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, 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. 4. AGREEMENT CUMULATIVE. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Contractor. 5. 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 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. The signature below of an authorized representative acknowledges that the Contractor has read this Agreement and agrees to be bound by terms and conditions set forth herein. 2 6. CONFIDENTIAL INFORMATION. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City as confidential pursuant to Section 4 of the License Agreement. If Sensitive Personal Information (as defined below) is accessed or used without authorization through Contractor's systems by unauthorized parties; and Contractor's management discovers that this compromises the security confidentiality or integrity of such Sensitive Personal Information (an "Incident"), Contractor shall promptly report any such Incident to City; provided, that Contractor may delay such reporting of an Incident: (a) as necessary to determine the scope of the breach and restore the reasonable integrity of Contractor's systems; or (b) at the request of a law enforcement agency, until such time that the law enforcement agency determines that the reporting will not compromise any related investigation. "Sensitive Personal Information" shall mean any information that is deemed sensitive within the meaning of V.T.C.A. Tex. Bus and Commerce Code, Title 4, Chapter 48, including but not limited to, unencrypted personally identifiable data of the City's that contains any individual's name in combination with any of the following regarding the individual: social security number, driver's license number or government issued identification number; or financial account number or credit or debit card number, if it is coupled with any security code, access code, or password that would allow access to the account. IN I NESS WHEREOF, the parties hereto have executed this Agreement on this day of 1 . "U . CITY OF FORT WORTH: CS STARS LLC: By: By: 2LW Assistant City Manager/CFC Aut orized Signat Printed Name:Care erez Title: Senior Account Manager ATTEST: ST: By: �LL City Secretary APPROVED A -J FORM AND LEGALITY: By. Assistant C Attorney M & C: none required !4.11 n U