HomeMy WebLinkAboutContract 45119 (2)CITY SECRETARY
CONTRACT NO. �tJ
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 DEC DataSystems
with its principal location at 12061 Westwood Dtive, Auburn, California, 85603, ("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 software updates,
reconfigurations, and general maintenance to the DataWise software suite..: In order to provide the
necessary support, Contractor needs access to. computer AS203which is the computer on which the
DataWise Flood Warning Software resides. To provide updates, it is necessary have FTP enabled],
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 software maintance and support. 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 Credentialsconsisting 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 isbeing
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. . .
• Services are being provided in accordance with City of. FortWorth Purchase Order No..
Services'are being provided in accordance with. e ms-:to which.. this --Access A ree ent
is attached. 14175, ._11 Wo20 /.5.
No Services are being. -provided -pursuant to this, Agreement.
4. Renewal, At the. end of the -first year and •each year' thereafter; this Agreement .ay -be renewed..
annually if the following conditions are rret
.'i Contracted services have .not . been com-pleted...
4.2 Contracted•COntrabtedi services have Oct 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 .4.E 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 thisrequirement 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. Cityeassigned user lOs 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
Vendor Network Access .Agreement
OFFICIAL wk,caRk
CITY SEC 4;��::
Ft WORTH, 7)1
6. Termination. In addition to the other rights of termination set forth herein, the City may terminate
this Agreement at arty 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
S HALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL. 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,
S ERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR
EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS
O FFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM, AND AGAINST ANY CLAIM,
LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE
N EGLIGENT 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. Riaht to Audit. Contractor agrees that the City shall, during the initial term, any renewal 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
Vendor Network Access Agreement 2
DEC DataSystems Rev. 08/24/2012
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. Aareement 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 signedby 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. Severabllity. 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 Maieure. Each party shall exercise its best efforts to meet its respective duties and
obligations as set forth in this Agreement, but shalt 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 1 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.
[SIGNATURE PAGE TO FOLLOW]
Vendor Network Access Agreement
DEC DataSystems Rev. 08/24/2012
ACCEPTED AND AGREED:
CI OF FORT WORT
41.
B
Susan Alanis
Assistant City Manaaer
Date;. i 1 � I "f I I
ATTES , :
By: .
Mary J.. aysq
City Sec?etary
APPROVED A► OFOR
3y:
Assistant: 1 Attorn
C: nor : - mired
3,
Vendor Network Access Agreement
DEC DataSystems
ITY:
DEC DataSystems:
By: Donald E Cotton
Name: Donald E. Colton
Title: President, DEC DataSystems
Date: September 27, 2013
ATTEST:.
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OFFICIAL RECORD
CITY SECRETARY
FT. WORM T24/
12061 Westwood Drive
Auburn, CA, 95603
Phone 530-277-4476
To: Timothy Royer
City of Fort Worth
Transportation & Public Works
1000 Throckmorton
Fort Worth, Texas 76102
YOUR
YOUR
P.O. NUMBER CUSTOMER
Verbal DEC, DataSystems
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ICNVORC
Invoice Number: 1473
Invoice Date: 04/04/2013
DATE DATE SHIPPED
ORDERED DELIVERED BY
Apri 4, 2013 On payment received Electronic / UPS
DESCRIPTION
IUNIT PRICE' AMOUNT
Three-year Data Wise® service agreement as follows: One DataWlse® $3,000 $3,000
upgrade on CD or downloaded from Internet per year. Unlimited phone /
electronic support during normal working hours which are defined as
8AM to 5PM Pacific Time, Monday through Friday.
Make checks payable to. DEC Data Systems..
If you have any questions concerning this invoice, plea
e contact Donald Colton.
i
SALES TAXES $ 0.00
INVOICE TOTAL $3,000