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HomeMy WebLinkAboutContract 45810 (2)`t.;il (1 Ii �L�Uln!1L,n( CONTRACT , c Magasea AND caNruLLmrMAR4EIVIeNr • • This Data Shire and conAa.r,lleilty Agreement (Agmemenr) Is entered Into between the City of Fort Worth ("Fort Worth"), a Texas home rule municipality with principal offices located at 1000 ThnockmorEon Street, Fort Worth, Texas, 78102, and the Town of LIgN Elm (°.wriedictiOna a Texas home rule municipality with principal offices located at 100 W. Eldorado Parkway. Ltttls Elm. Texas. Ma sometimes referred to herein as Tarty" or the Tartlets" RECITALS Whereas, the Parties desire to more effectively plan for the services 1 Worth and Jurisdiction who would need required by the residents of Fort and assistance In the event of an err or a disaster; 1Thoreaa, Fort Worth provides a program where Individuals with special may access a web based(known!� needs who reside In Jurisdiction database as Special Needs Assistance Program" voluntarily to provide specific Information as to their special needs or ern or dt tar; disabilities for the purpose of asap in an Who, In order to plan for and to administer these services on a share Spatial Needs Assistanceregional , the Parties desire to Program data with each other; Wilkoreao, Jurisdiction MI have access to sensitive and confidential Information governmental purposes; of a persons natures for Fort Worth would not make such access available to Jurisdiction agreement to maintain confidential treatment without Jurtsdlation's of such information; Whams, this Agreement Is made under the a of sections 791.0Q Code; 1 et Seq., Texas t3ovemment Whersae, 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 awUlable to that Party; and Where., the Parties find that the performance of the 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 oompensetes the performing Party for the services to be performed under this Agreement. Now thereon', In oorsidsritlon of the mutual promises, agreements and covenants contained herein, the Fettles do hereby agree as follows: 1. lain Unless otherwise terminated as set forth herein, the term of this Agreement shall be a period of one (1) year from the date of eocecxitbn ("Effective Date"). and, if Jurisdiction is not in default of any of its obligations under this Agreement, the Agreement shall automatically renew annually for one-year periods. 2. aId/dlision Aocaw, Fort Worth shall provide Jurisdiction with access to information provided by participants residlng In Jurisdiction who are In the Special Needs Assistance Program, as well as ass to changes In Information, including but not limited to participant additions, removals, and In aagvaqons, • City ofFort Warth SNAP Data Share Agreement Page of 5 OFFICIAL RECORD' 811111 SECRETARY .......l EtVED AUG � 2014 3. Ijaa and Diselyaun; 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 should reasonably know le sensitive or confidential ("Confidential Information). Jurisdiction agrees to treat Confidential information as it would its own confidential information and to disseminate it within its own organisation only to the expert necessary for the purposes for which it has been provided and only to Jurisdiction's employees who are bound to nutintain 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 (1) is publicly known at the time of its disclosure (ti) is lawfully received from a third party not bound in a confidential relationship to Fort Worth (111) is published or othanMse 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 authorised subpoena, or other governmental or legislative authority. In such oases, notice must be prided to Fort Worth upon such disclosure. 3.3 Upon termination or expiration of this Agreement, or in the event Fort Worth reasonably dater minus that Jurisdiction is in breach of its duties or obligations under this Agreement, and upon written request by Fort Worth, Juriedkdion shag 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 that all copies have been returned. 3.4 This Agreement specifically prohibits Jurisdiction from granting any access to the Confidential information or any information caroled by Jurisdiction using the Confidential inhxmation to any thud party without the epees mitten consent of Fort Worth, unless so required to provide the Confidential Information under federal or state law. Jurisdiction is ebiely responsible for protecting aoaess to Confidential Information against any third patty while the infomnation is in the possession of Jurisdiction or the third party. 3.6 Jurisdiction shall not distribute or allow unauthorized aces to any Confidential 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 immcorrupt ediately F��ty i�� in any way. Jurisdkcion shed notify Fort Worth compromised or is believed to have been corn or Integrfty of any Confidential lntormstion has been promised. 4. for lSt Qt4 Jurisdiction shall pay Fat Worth an annual amount not to exceed $1.00 of the Special Needs Assistance Program pursuant to this Agreement. 6. Fort Worth makes no warranty as to the veracity or accuracy of the Confidential information or any information in the Special Needs Assessment Program. Jurisdcdion acknowledges that the Special Needs Assessment Program is a voluntary program and that all !damnation 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 informmation in the Special Needs Assessment Program. 8. Agglhamumma 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 cry cl Fort Worth SNAP Pep Z� stern �teernem -disclosure of 9, r infoonaticnr► lnuludlr4 but not timid"loot Mager 552 61 the Texas Government Code, the Texas Medical Practices Act, the Americans with Disabilities Act, and any applicable federal, state or local laws, rotes, regulations and ordinances. 7. W8IWY. It is expressly understood and agreed that in the execution of this Armament, no party waives nor shaft be deemed hereby to waive arty immunity or defense that wS d otherwise be available to it against claims arising in the exercise of governmental powers and functions. Each party uses to be liable for any damages or loss that may be caused by its own nepligenae, omission or intentional misconduct. The term party shall include employees officers, agents, representatives, and volunteers of Jurisdiction or Fort Worth. 8• loulad1204 Termination of amass to the information provided pursuant to this Agreement deal oniy be authorized if there is a change in the Spada! Needs Assistance Program or in the event that Jurtedicdion does not fulfill its duties and obligations herein stated. d Neither Fort Worth nor Jurisdiction will assign or subcontract any duties, obligatb s or rights under this Agreement without the prior written consent elm other party. 10. Ma Notices required pursuant to the provisions of this Ageement shall be conclusively determined to have been delivered when (1) hand•deihrored 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 Mali, rid, return receipt requested, addressed es follows: 11 To For! City of Fort Worth Attn: Human Resources Director 1000 Throc mouton Fort Worth, TX 76102-8311 To Little Elm: Town of Uttie Elm Attn: Human Resources Director 100 W. Eldorado Parkway Little Elm, TX 75008 This Agreement shall be construed In as .41 , .1:i with the Internal largo 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 tie in state courts located In Tarrant County, Texas or the United States District Court for the Northam District of Texas, Fort Worth Division. 12. Awe if any the validity, iegaby a or impaired. provision of this Agreement Is held to be invalid, illegal or unenforceable, nd enforceabllity of the remaining provisions shall not in any way be affected 134 Bakaanitduismadses 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. gEt tilSit..4aggio.11tls 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 succsseor 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 to conflict with any provision of this Agreement. 15. Fes Naha 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 msjeure or other causes beyond their reasonable control (force 'neural 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, ware, riots, material or labor restrictions by any governmental authority, transportation problems end/or any other similar causes. My of Fort Wait SN AP Shore Agars* * s:• - T1W1Mhue of tort Werth or Juffsdta`aon to Wet upon -tire `prsrfonnanne of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of Fort Worth's or Jurisdiction's respective right to insist upon appropriate performance or to assert any such right on any finite ooaesion, [signature rye Follows] City of Fort Worth SNAP Date Share Agreement Page4as FORT to : CITY OF FORT WORTH QtADAS liar tA i c IS O11061en-eaeft !Wive p ?. 3I. /1/-' Date APPROVED AS TO FORM MD LEGALITY: /kit AMb6Mdgl 1 424 q pd� Atieste iVinry 1a MyatFart Wadh SNAP Data Share Agent Page 8of5 Secrotavy Urns Elm: TOWN OF IsmE ELM cnr Manager 7Ati Date • 3 J tit .11 ti% fL_9����ti� 0> i' _,y) } ` `-, ) G 1 k>. i t