HomeMy WebLinkAboutContract 43809 CffY SECRETARY
CONTRACT CVO. �
DATA SHARE
AND CONFIDENTIALITY AGREEMENT
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 City of Denton "Denton"), a home rule municipalitV with
principal offices located at 215 E. McKinney Street Denton TX 76201, sometimes referred 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 Denton 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 Denton 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; y
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, Denton 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 Denton without Denton'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 Denton, 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 Denton is not in default
of any of its obligations under this Agreement, the Agreement shall automatically renew annually
for one-year periods.
2. Denton Access. Fort Worth shall provide Denton with access to information provided by
participants residing in Denton who are in the Special Needs Assistance Program, as well as
access to changes in information, including but not limited to participant additions removals
inactivations.
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,°f`X
Worth
City of Fort r
SNAP Data Share Agreement
Page 1 of 5
3. Restrictions on Use and Disclosure.
3.1 Denton shall not disclose or use any sensitive, personal, or confidential information
received from the Special Needs Assistance Program or from Fort Worth that Denton
should reasonably know is sensitive or confidential ("Confidential Information"), without
the prior written consent of Fort Worth, and then only to the extent specified in such
consent. Denton 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 Denton'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 Denton 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 prior to such disclosure.
3.3 Upon termination or expiration of this Agreement, or in the event Fort Worth reasonably
determines that Denton is in breach of its duties or obligations under this Agreement, and
upon written request by Fort Worth, Denton 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 Denton from granting any access to the Confidential
Information or any information compiled by Denton 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. Denton is solely
responsible for protecting access to Confidential Information against any third party while
the information is in the possession of Denton or the third party.
3.5 Denton 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.
Denton 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. Denton shall notify Fort Worth immediately if the security or
integrity of any Confidential Information has been compromised or is believed to have
been compromised.
4. Compensation. Denton 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. Denton acknowledges that the Special Needs Assessment Program is a voluntary
program and that all information is provided by the individuals residing in Denton, 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.
5. 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
disclosure of personal information, including but not limited to, Chapter 552 of the Texas
City of Fort Worth
SNAP Data Share Agreement
Page 2 of 5
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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 Denton 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 Denton does not fulfill its duties and obligations herein stated.
9. Assignment and Subcontracting. Neither Fort Worth nor Denton 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: To DENTON:
City of Fort Worth City of Denton
Attn: Human Resources Director Attn: City Manager
1000 Throckmorton 216 E. McKinney Street
Fort Worth, TX 76102--6311 Denton, TX 76201
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. Severabilit . 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 Fort Worth's exclusive jurisdiction,
direction and control. It is understood that the employees, methods, facilities, and equipment of
Denton shall at all times be under Denton'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 Denton, 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 Denton 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
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1 G. No Waiver. The failure of Fort Worth or Denton 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 Denton'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
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FORT WORTH: DENTON:
CITY OF FORT WORTH CITY of DENTON
AS
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if. . pr,r-��sor. �c15 George C. Campbell
Assistant City Manager City Manager
to.
Date Date
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APPROVED AS TO FORM AND
LEGALITY: By: v P A
est:
s'sistant City Atty ey Jennifer Walters,
City Secretary
Date
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7Approved as to Legal Form:
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City of Fort Worth
SNAP Data Share Agreement
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