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HomeMy WebLinkAboutContract 44323 (2)c,SMVARY DATA SHARE AND CONFIDENTIALITY AGREEMENT fit 7) This Data Share and Confidentiality Agreement ("Agreement") is entered into between the City of Fort Worth ("Fort Worth"), a Texas home rule municipality with principal offices located at 1000 Throckmorton Street, Fort Worth, Texas, 76102, and the Jurisdiction ("Jurisdiction"), a ini lic bl-v with principal offices located at ‘6.S nib Loco- 5 . %s= , sometimes refgrred to herein as "Party" or the "Parties." RECITALS: Whereas, the Parties desire to more effectively plan for the services required by the residents of Fort Worth and Jurisdiction who would need special assistance in the event of an emergency or a disaster; and Whereas, Fort Worth provides a program where individuals with special needs who reside in Jurisdiction may access a web based portal database (known as "Special Needs Assistance Program") voluntarily to provide specific information as to their special needs or disabilities for the purpose of assistance in an emergency or disaster; Whereas, in order to plan for and to administer these services on a regional level, the Parties desire to share Special Needs Assistance Program data with each other; Whereas, Jurisdiction will have access to sensitive and confidential information of a personal nature for governmental purposes; Whereas, Fort Worth would not make such access available to Jurisdiction without Jurisdiction's agreement to maintain confidential treatment of such information; Whereas, this Agreement is made under the authority of Sections 791.001 et. Seq., Texas Government Code; Whereas, 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 available to that Party; and Whereas, the Parties find that the performance of this 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 compensates the performing Party for the services to be performed under this Agreement. Now therefore, in consideration of the mutual promises, agreements and covenants contained herein, the parties do hereby agree as follows: 1. Term. Unless otherwise terminated as set forth herein, the term of this Agreement shall be a period of one (1) year from the date of execution ("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. Jurisdiction Access. Fort Worth shall provide Jurisdiction with access to information provided by participants residing in Jurisdiction who are in the Special Needs Assistance Program, as well as access to changes in information, including but not limited to participant additions, removals, and in activations. City of Fort Worth SNAP Data Share Agreement Page 1 of 5 RECEIVED MAR 29 2813 OFFICIAL RECORD CITY SECRETARY FT, WORTh TX Restrictions on Use and Disclosure. 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 is 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 organization only to the extent necessary for the purposes for which it has been provided and only to Jurisdiction's employees who are bound to maintain 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 (i) is publicly known at the time of its disclosure (ii) is lawfully received from a third party not bound in a confidential relationship to Fort Worth (iii) is published or otherwise 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 authorized subpoena, or other governmental or legislative authority. In such cases, notice must be provided to Fort Worth upon such disclosure. 3.3 Upon termination or expiration of this Agreement, or in the event Fort Worth reasonably determines that Jurisdiction is in breach of its duties or obligations under this Agreement, and upon written request by Fort Worth, Jurisdiction shall 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 compiled by Jurisdiction using the Confidential Information to any third party without the express written consent of Fort Worth, unless so required to provide the Confidential Information under federal or state law. Jurisdiction is solely responsible for protecting access to Confidential Information against any third party while the information is in the possession of Jurisdiction or the third party. 3.5 Jurisdiction shall not distribute or allow unauthorized access 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 otherwise corrupt Fort Worth Information in any way. Jurisdiction shall notify Fort Worth immediately if the security or integrity of any Confidential Information has been compromised or is believed to have been compromised. Compensation. Jurisdiction shall pay Fort Worth an annual amount not to exceed $1.00 for use of the Special Needs Assistance Program pursuant to this Agreement. 5. Accuracy of Confidential Information. Fort Worth makes no warranty as to the veracity or accuracy of the Confidential Information or any information in the Special Needs Assessment Program. Jurisdiction acknowledges that the Special Needs Assessment Program is a voluntary program and that all information 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 information in the Special Needs Assessment Program. 6. Applicable Laws. 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 City of Fort Worth SNAP Data Share Agreement Page 2 of 5 disclosure of personal information, including but not limited to, Chapter 552 of the Texas Government Code, the Texas Medical Practices Act, the Americans with Disabilities Act, and any applicable federal, state or local laws, rules, regulations and ordinances. 7. LIABILITY. It is expressly understood and agreed that in the execution of this Agreement, no party waives nor shall be deemed hereby to waive any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. Each party agrees to be liable for any damages or loss that may be caused by its own negligence, omission or intentional misconduct. The term party shall include employees officers, agents, representatives, and volunteers of Jurisdiction or Fort Worth. 8. Termination. Termination of access to the information provided pursuant to this Agreement shall only be authorized if there is a change in the Special Needs Assistance Program or in the event that Jurisdiction does not fulfill its duties and obligations herein stated. 9. Assignment and Subcontracting. Neither Fort Worth nor Jurisdiction will assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the other party. 10. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand -delivered 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 Mail, registered, return receipt requested, addressed as follows: To Fort Worth: City of Fort Worth Attn: Human Resources Director 1000 Throckmorton Fort Worth, TX 76102-6311 To JURISDICTION: ,/ U t Ltxta. .1146Cif &cre&y CooN17., c Ivy ,a- ix rreAci 1/4--2s1ioas. 11. Governing Law / Venue. This Agreement shall be construed in accordance with the internal 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. 12 Severability. 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. 13. Relationship of the Parties. 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. Entirety of Agreement. 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 successors 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 in conflict with any provision of this Agreement. 15. Force Maieure. 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 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. City of Fort Worth SNAP Data Share Agreement Page 3of5 16. No Waiver. The failure of Fort Worth or Jurisdiction to insist upon the performance 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 future occasion. [Signature Page Follows] City of Fort Worth SNAP Data Share Agreement Page 4 of 5 FORT WORTH: CITY OF FORT WORTH /rrTCity u .'=gins Manager C3. 2-/3 Date APPROVED AS TO FORM AND LEGALITY: t Ci y Atto ney - ff Uc L,s 7 /v/s Date APPR VED AS TO CORM AND LEGALITY: dtuAA Oii-CITYIATTORNEY titioQ4 Attested by 74fre CWmyp4:', CUY City of Fort Worth SNAP Data Share Agreement Page 5of5 --uvi Wed k 44»4Y kteN JURISDICTION: CITY OF Lucc S Name: 7 i 4' cik,&t- Title: cS-- /f7�",e4 re, OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX