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HomeMy WebLinkAboutContract 44258 (2)N ` . tlly ' 1EGRETARY C WT R4C T 10. .-_ - ;ACC E S /AREEri\I r•r1 • • •'� p f .5 �y .fl 6t1 ri-3 r=] `. •a --4 t�'-i i �... . !� n c- -� r r.- I his Nj f ,R, Rail: I CE'S � u� G U_�6L�! i�. o (is ee nent) is made and entered into by and between the CMI OF FORT 4¢W+OR f t ("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 Rich&iie Ford, ifiternationial Solutions, Inc. with its principal location at 6050 Forest River Drive, Fort Worth, TX 76112, ("Contractor"). or"). 1. The Hetwork. 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 soft skills training for Library staff. In order to provide the necessary support, Contractor needs access to Internet, Intranet and email 2. • r: , j o Lim tefd Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing soft skills instructional / facilitation training. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation 0-7 (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. 'ii1 ■ Network Cr sdent&vis. 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, This Agreement will be associated with the Services designated below. u Services are being provided in accordance with City Secretary Contract No. Services are being provided in accordance with City of Fort Worth Purchase Order No. 13-75372. S ervices are being provided in accordance with the Agreement to which this Access Agreement is attached. N o services are being provided pursuant to this Agreement. F•. Renewa9. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4,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, agents, servants, employees or representatives requiring Network credentials. N otwithstanding 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 N etwork 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. 5. 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. Vendor Network Access Agreement RECEIVED MAR r 2iii3 OFFICIAL RECOKD CITY SECRETARY Ft WORTH, TX i Rev. 05 0?/701 LAtq 8 1.2 1 I Q2i = '1 Ford This ��n RACCESS* AGREEMENT' ", between 'y�yay�p p� �� ��E-��s�. � ����en� � I$ made and enterad �f1:4 by and l�bk�r�..�Y/ l the ' � -•y FONT js � �` r-v / a �a . � � � '- i �' OF� ON c WO Th ("Cray"), _a borne rule municipal corporation with its princip location at 10 Ti�rrc ckniorton Street, Fo,t Worth, texas 76102, -organized under the as of the State of Texas and si ted in portions of Tarrant. Denton and wise Counties, Texas, and Michelle. Ford, lntem tl na0 .earrancr �t=��t1 n , Inc. with its principal location at 6053 Forest River Drive. Fort Worth, TX 76112, ("CSntrecion, ii r. f ,''Ork. The City owns and operates a computing environment and network (collectively r� 4( .b F i �, 1 � �� ; � . � , a the i ,tc rt }. Contractor wishes to cess the City s network in order to provide [description of T ices'. in f{dfr to the necessary�. � provide suppr�rt. Contractor ryes access to CFW��orl� sy��Qms fo which h Cont ctcr requires access i.e. Internet, Intranet and email, Grant in z Mad d Ac e.s granted Contractor is hereby gnted a limited right of access to the City's NetworR foT the, sole purpose of providing Training services]. Such access is granted subject to the terms and conditionsdforth In this Agreement and applicable provisions of the Cit 's Adry nistrative Regulation _ - 7 (Electronic ;ornrnunicattions R9 ource Ilse Policy), of which such appitcabie provisions are hereby incorporated It! reference and made a pare of this Agreement for ale purposes herein and are available upon request. 'r l otw rid Ctioelontials. The City will provide Contractor with Network Credgntiats consisting of user Ins and asswords uri que to each individual requiring Network access on behalf of the Contractor. Access fights /ill automatically expire one (1) year from Haifa date of this Agreement_ If this access is being granted for p rposes of completing services for the City, pursuant to a sep2rate contrac:, then this Agreement evil exoloa at the conpleticn of the contracted strv!ces, or upon termination of the contracted services, whtc ever occurs first. This Agreement will be associated with the Services desigrated below, SONIC s am being provided in accordance witfh City Secretary Contract No_ Seale is arm being provided in accordance with City of Fort \A!orth Purchase Order No.r f3.16()61 7' ll Set -vie s are being provided in accordance with du -Agreement to which this Access Agreementis ana4 had. No set; aces are being provided pursuant zo this Age .,ment. .Retriev pl. At the end of the first year and each year thereafter, this Agreement may bo renewed annually if the allowing cenditions are rnet 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated 4.3 .1 Within the thirty (30) days prior to the scheduled annual expiratio i of this Agreement, the Contra}:tor has provided the City with a current list of its officers, agents. servants. employees or repres .intatives requiring Network crede'irials. Nctwithstsridir g the scheduled contract expiration or the status of completion of services, Contractor shal. provide the Ci. I with a current list of officers, agents, servants, employees or representatives that require Network credf ntials on an annual basis. Failure to adhere to this requirement may result n denial of access to the I. letwork and/or termination of this Ag'eemQnt fr, etwc4r 1 a Rez3liens. Contractor Officers, agents servants, employees or representatives may not shays the (city -assigned user 10s and passwords. Contractor knowledges,agrees and Kersey gives its authorizati n to the Cityto monitor Contractor'suse thei ' a �s of � ty s Network in order to ensure Contractors c,� mpllance with this Agreement A breach by Contractor, its officers agents, servants. employees or Pepreser taUves, of this Acreemert and any of r written instructions or guidelines that the city p-rovides it Contractor pursuant to this Agreement shall be grounds kw the City immediately to deny Contractor ac n to tta Network and Contractor's NWT , terminate the Acreer rent and purse any other remedies that ho City may have under this Agreement or al law or in equity. Vendor Networ . Access A ,reernent Rev. O5/O2 2O 1 • Rug 19 12 11:O2pp „iohc'llo Ford 817851 1 229 p.2 Yerm6~a tlon In addition to the other ngnts of termination set forth herein the City may terminate this Agreeme at any time anC for any reason with or without notice, and without penalty to the City. Upon term natisn of this Agreement. Contractor agrees to remove entirely any client ar communications Software provlyd by the City from all computing equipment used ana owned by the Contractor, is officers, agent, servants, emp oyees and/or representatives to access the City's Network. 7. Infor ation Seeurlty. Contractor agrees to make every reasonable effort in accordance w,lh accepted sec "1ty practices to protect the Network credentials and access methods provided by the City from unauth ed disclosure and use Contractor agrees to notify the City immediately upon discovery of a breach or th at of breach which could compromise the integrity of the Clty's Network. including but not limited to, the of Contractor -owned equ prnent that contains City -provided access software, termination ar resignation of officers, agents, servants, employees or representatives with access to City -provided Network erede 7tlals, and unauthorized use ar sharing of Network credentials. 8. LIABIktTY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DA AGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREE ENT BY CONTRACTOR ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY OAMAG`:S THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENT: 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 REASO, ABLE SECURITY MEASURES TAKEN BY THE CITY, IN ADDITION, CONTRACTOR SHALL BE ''ABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AN /OR PERSONAL INJURY INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(5) pit OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS ND/OR EMPLOYEES CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, H REBY AGREES TO INDEMNIFY, DEFEND AND @POLO HARMLESS THE CITY, ITS OFFICERS, GENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT `' CT(S) OR OMISSIONS) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, tT5 OFFICERS, A CENTS, SERVANTS OR EMPLOYEES. 9. Conti rental Information. Contractor, for itself and its officers, agents, employees, and representative.. agrees that it shall treat all information provided to rt by the City as confidential and shall not d scicse ar y 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 .n a secure manner and she', not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Contractor shall notify t .City immediately if the security or integrity of any City information has been compromised or is believed • have been compromised 10. Right and until the and he nght t records. both Ag-eerrent. necessary Co conduct audit reasonable a su bcontractor shall, during t ar expiration directly pertin subcontractor during ncrma o Audit. Contractor agrees that the City stelae, dunng the initial fer•rt, any renewal terms, piration of three (3) years after termination or expiration of this contract, have access to examine at reasonable times any directly pertnent books. data, documents, papers and hard copy and electronic of the Contractor involving transactions relating to this ontractor agrees that the City shall have access during normal working hours to all tractor facilities and shall be prov ded adequate and appropriate work space in order to it compliance with the provisions of this section. The C;ty snarl give Contractor vance notice of Intendec audits. Contractor further agrees to include in all its greements hereunder a provision to the effect that the subcontractor agrees That the City e nitial term, any renewal terms, and until expiration of three (3) years after termination f the subcontract, have access to and the right to examine at reasonable times any t books, data, documents, papers and records both hard copy and electronic of such nvolving transactions related to the subcontract and further that City shall have access working hours to all subcontractor facilities and snail be provided adequate and Vendor Nctwor t Access Agreement Michelle Ford, International Learning solutions, Inc. 4- Vendor Ne1wor'- Access Agr c ' t� ao c G c For t I nterriti tfor ; ir r crAs \(44, /5!_000000 gfi l ' Jai`? .a. a -`; S 1l a c+ p • in One ISOCor 0 l• • 3 ; J A appropriate Work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor roasonstle notice of intended audits. ` t. Pero era. CenmuIa*Iv►e. This Agrooment is cumutativZ of and in addition to any written contracts, Jag emeiits, uncerstandings or acknovvlecicrrients with the City signed by Contractor. Tit - Agreement : any other documents incorporated herein Coy reference constitute the entire undsrstandin nit AgreemenR botwoori the City and Contractor as to the natters contained herein regarding Go raetor's access to and use of the City's Network. 12. Ame m- unlit). The terms of this Agreement sha' not be waived, a tered, modified: supplemente or amended in any manner except by written instrument signed by an author:zed represanzatiu of both the City and Contractor. 13. Aszi , ;wa t. Contractor may not assign or in any way transfer any of its rrterest in This Agreement A y attempted assignment or transfer of all or any part hereof ship t b2 Hull and vo;c1. M< favor zb!1§tp1. Di any provision of th's Agreement is held to be invalid, ',legal or unenfor gable the validity, legali y and enforceability of the remaining provisions shall not in any way be affected or impaired, 15. F Dcat aji9iArm. Each party shall exercise its best :efforts to meet Its respective dutes and obligations as;i set forth in this Agreement but shall nal be helc liable for any delay or omission in perforation° t uo to force majeure or other causes beyond their reasonabt control (force r ajeure), including. but got to, compliance with any government law, ordinance or regulation, acts of God, acts of theblic enemy, fires, strikes, lockouts, naturral cisasrars, wars, riots, material or iator restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. oVec Arm LiTiv I VVanu:, This Agreernen: shall bo construed in accordance with the laws of tie State of Tex;-7- Of any action, wirier- tiler real or asserte4 at law er in equity, is brought on the basis of this Agreement, 'tie for such action shall ire in state courts Located in Tarrant County. Texas or the United States District 1-3ourt for the Northern District of Texas, Fort Worth Division SJgna$n Authoa, By affixing a signature below, the person signing this Agreement 3'ereby warrants that 1' /she has the legal authority to bind the respective party to the terms and conditions in th s agreement 2113 to execute this agreement on behalf of the respective party, and that such binding authority has lij en granted by proper Dreier, 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 ACCEPTED 441,1D ReREED: Cuff OF Ftniir WORTH: B Nitar:alio Fore, Ireton-teflon&l Learning olksticrs, tnz.: 1 --' hones Dciniers Name: in ;1:.c -e l(--e, = %),-ti i nt di iv'anager Title: mr...57,2,,,,Kein Date: & ei • gate. .- - I 13 - (ATTEST: AITEST By: By' Ma J ka. ser -N � ; �� Name. n - eft s• - Grty Satre FOP?4� t life;�9 c-:,, ecvAik, spepo0coo t, APPROVED ri TO 7Ofl L1 % 4 0 t,„__ t.o°,0 o 1 8114 I:1 iStriri n ran ch n in Pi itek mug ac 1s:sup micnerie rearm 3 By: Assistant City ;attorney M & C: x' nore required VendorNelwoAccess Agreement 4 Michelle For 4 International Learning solutions, Inc. Rev ROUTING AND TRANSMITTAL SLIP TO 1. Charles Daniels 2. Mary J Kayser ❑ As Requested ❑ For Your Information Signature and Recording ❑ Comment a File FORT WORTH LIBRARY DEPARTMENT DATE IN INITIALS DATE OUT Cruse 03.d6, /e Attached are 3 original copies of the Michelle Ford Network agreement for your review and signature. This has been approved by CFW IT and Law Please contact _Barbara Sharpe, Library IT Management Administrator © 817-353-2442 for pick up when completed Thank you Sauna Slave IT Management Administrator Barbara Sharpe I IT Management Administrator ( (817)353-2442 Barbara.Sharpe@fortworthgov.org 44el Fort Worth *, ... '� ®,` nbrarY A Service of the Gty of fort Worth