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Home My WebLink AboutContract 49874-NA1 CSC No.49874-NAl 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 200 Texas Street, Fort Worth, Texas 76102, organized under the laws of the State of Texas and Botanical Research Institute of Texas, Inc. ("BRIT"), a non-profit, 501(c) 3 organization located in Fort Worth, Texas, incorporated in the State of Texas and duly recognized under Federal Law. 1. The Network. The City owns and operates a computing environment, software systems, and network(collectively the "Network"). BRIT wishes to access the City's Network in order to provide management services for the Botanic Garden. 2. Grant of Limited Access. BRIT is hereby granted a limited right of access to the City's Network for the sole purposes outlined in section 1. Each BRIT employee who requires access to the City's Network shall be listed on the spreadsheet attached hereto as Schedule 1, and incorporated herein by reference. BRIT shall update the spreadsheet upon addition of new personnel who will require access to the Network. 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 BRIT with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the BRIT. 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. Otherwise, access rights will automatically expire one (1) year from the date of this Agreement ("Expiration Date"). ® Services are being provided in accordance with City Secretary Contract No. 49874 ("Contract"). ❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. . ("PSK#") ❑ Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ("Contract") ❑ No services are being provided pursuant to this Agreement. 4. Renewal. This Agreement shall renew in accordance with the term of the Contract or PSK#. If there is no Contract or PSK#, this Agreement may be renewed annually by City, in its sole discretion, at the end of the Expiration Date and each renewal term thereafter. OFFICIAL RECORD CITY SECRETARY Network Access Agreement FT. WORTH, TX 5. Network Restrictions. BRIT officers, agents, servants, employees or representatives may not share the City-assigned user IDs and passwords. BRIT acknowledges, agrees and hereby gives its authorization to the City to monitor BRIT's use of the City's Network in order to ensure BRIT's compliance with this Agreement.A breach by BRIT, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to BRIT pursuant to this Agreement shall be grounds for the City immediately to deny BRIT access to the Network and BRIT's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination.In addition to the other rights of termination set forth herein,the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City.Upon termination of this Agreement,BRIT agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the BRIT, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security.BRIT 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. BRIT 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 BRIT-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. BRIT SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY BRIT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT BRIT MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO BRIT IS DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY BRIT, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, BRIT SHALL 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 BRIT, ITS OFFICERS,AGENTS, SERVANTS AND/OR EMPLOYEES. BRIT,AT BRIT'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 BRIT, ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. Network Access Agreement Page 2 of 5 9. Confidential Information.BRIT, 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. BRIT 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. BRIT 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. Right to Audit. BRIT 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 BRIT involving transactions relating to this Agreement. BRIT agrees that the City shall have access during normal working hours to all necessary BRIT 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 BRIT reasonable advance notice of intended audits. BRIT 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 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. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements,understandings or acknowledgments with the City signed by BRIT. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and BRIT as to the matters contained herein regarding BRIT'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 signed by an authorized representative of both the City and BRIT. 13. Assignment. BRIT 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. 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. 15. Force Maieure. Each party shall exercise its best efforts to meet its 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 Network Access Agreement Page 3 of 5 (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 /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 Follows] Network Access Agreement Page 4 of 5 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and �Ia Gf/ �� administration of this contract, including By: Valerie Washington(Mar 2,202118:05 CSJY ensuring all performance and reporting Name: Valerie Washington requirements. Title: Assistant City Manager Date: Mar 2, 2021 By: Cynthi yree(Feb 23,202115:11 CST) Approval Recommended: Name: Cynthia Tyree Title: Sr. IT Solutions Manager Approved as to Form and Legality: By: Name: Kevin Gunn Title: IT Solutions Director TB S-frarr 4444�nn �AO�foRr Q hh By: JB Strong(Mar 02116:34CST) p °°000000 Attest: ��.o° Name: John B. Strong Title: Assistant City Attorney ° ° , ice Ada °° o U � U � °°°°°°° � Contract Authorization: ��nEX ASa�p By: M&C: N/A Name: Mary J. Kayser Title: City Secretary BRIT: Botanical Research Institute of Texas, Inc. Cry By: Craig ilton(Feb 23,202115:08 CST) Name: Edward Schneider Title: President and CEO Date: Feb 23, 2021 OFFICIAL RECORD CITY SECRETARY Network Access Agreement FT. WORTH, TX BRIT Network Access Information Name of Employee Effective Date(s) System Access(Full/Read-Only/Limited) Rachel Taylor 8/15/2020-11/1/2020 Computer Access Full Activenet Full Cora Dudash 8/15/2020-11/1/2020 Computer Access Full Activenet Full Mary Lindsey 8/15/2020-11/1/2020 Computer Access Full Activenet Full GuillerminaSalguero 8/15/2020-11/1/2020 Computer Access Full Azalea Lopez 8/15/2020-11/1/2020 Computer Access Full Bradleigh Taylor 8/15/2020-11/1/2020 Computer Access Full Activenet Full Sakronn Chhim 8/15/2020-11/1/2020 Computer Access Full Raelyn Asher 8/15/2020-11/1/2020 Computer Access Full Linda Tate 8/29/2020-11/1/2020 Computer Access Full Activenet Full ERP Finance Full-View Only as of 12/2/2020 10/1/2020 VPN Access Rogelio Sanchez 9/12/2020-11/1/2020 Computer Access Full Glenn Dickerson 8/29/2020-11/1/2020 Computer Access Full Steven Pemble 8/29/2020-11/1/2020 Computer Access Full Kathleen Callison 8/29/2020-11/1/2020 Computer Access Full Activenet Full Amanda Whitlock 8/29/2020-11/1/2020 Computer Access Full Activenet Full Monica Woods 8/29/2020-11/1/2020 Computer Access Full Jessica Lansden 8/29/2020-11/1/2020 Computer Access Full Nick Esthus 9/12/2020-11/1/2020 Computer Access Full Kelsey Mathia 9/12/2020-11/1/2020 Computer Access Full Jodi Rodriguez 9/12/2020-11/1/2020 Computer Access Full TracyePrivett 9/26/2020-11/1/2020 Computer Access Full Fernando Figueroa 9/12/2020-11/1/2020 Computer Access Full Darcy Gustafson 9/12/2020-11/1/2020 Computer Access Full 9/12/2020-11/1/2020 and 6/2/2021 AutoCAD Full 9/12/2020-11/1/2020 and 11/2/2020 Gravograph Full 10/1/2020 VPN Access Alex Perez 9/12/2020-11/1/2020 Computer Access Full Bob Byers 9/26/2020-11/1/2020 Computer Access Full 9/26/2020-11/1/2020 and 11/2/2020 Activenet Full-View Only as of 11/2/2020 9/26/2020-11/1/2020 and 11/2/2020 ERP Finance Full-View Only as of 11/2/2020 10/1/2020 VPN Access Stephanie Sellers 9/26/2020-11/1/2020 Computer Access Full 9/26/2020-11/1/2020 and 11/2/2020 Activenet Full-View Only as of 11/2/2020 9/26/2020-11/1/2020 and 11/2/2020 ERP Finance Full-View Only as of 12/2/2020 10/1/2020 VPN Access Peter Hill 9/26/2020-11/1/2020 Computer Access Full Iris Cervantes 9/26/2020-11/1/2020 Computer Access Full Agnieska Slociak Knasiak 9/26/2020-11/1/2020 Computer Access Full Joyce Fethke Block 9/26/2020-11/1/2020 Computer Access Full Keith Brock 9/26/2020-11/1/2020 Computer Access Full Ashley Hadley 9/26/2020-11/1/2020 Computer Access Full Sam Scarborough 9/26/2020-11/1/2020 Computer Access Full Robert Spraggins 9/26/2020-11/1/2020 Computer Access Full Carly Brock 9/26/2020-11/1/2020 Computer Access Full Mike Williams 9/26/2020-11/1/2020 Computer Access Full Gravograph Full Zach Gomez 9/26/2020-11/1/2020 Computer Access Full Ennis Anderson 10/1/2020-11/1/2020 Computer Access Full 10/1/2020-11/1/2020 and 11/2/2020 Activenet Full-View Only as of 11/2/2020 10/1/2020-11/1/2020 and 11/2/2020 ERP Finance IFull-View Only as of 12/2/2020 10/1/2020 VPN Access