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HomeMy WebLinkAboutContract 44258 ('43 "Y"SECRETARY CU1141RACT N(),,,! 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 t.,jnder the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and Michelle Ford, International Learnling Solutions, Inc. with its, principal location at 6050 Forest River Drive, Fort Worth, TX 7'6112, ("'Contractor"). 1. The Network. The City owns, and operates a computing environment and network (coliectively the '1'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 need's access to Internet, Intranet and email. 2'. Grant'', of U'mfted Access. Contractor is hereby granted a linnitedi 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 D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of th�is Agreement for all purposes herein and are available upon request, 3. Network Credentials. The City will provide Contractor wlith Network Credentials consisting of user Us and passwords unique to each individual requiring Network access an behalf of thie Contractor. Access rigihts will automatically expire one (1)year from the date of thii,s,Agreement. If this access, is being granted for purposes of completing services for the City pursuant to, a separate contract, then this, Agreeme:n,t wilil expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first,, This Agreement will be assoc,iated with the Services designated below. Di Services are being provided in accordance with C,ity Secretary Contract No. V Z Services are being provided in accordance with City of Fort Worth Purchase Order No. 13-75372 El Services are being provided in accordance with the Agreement to which this, Access Agreement is attached. No services are being provided pursuant to this Agreement. 4. Renewall. At the end of the first year and each year thereafter, thi's Agreement may be renewed annually if the following conditions are rnet* 4.1 Contracted services have not been completed. ,4.2, Clontracted services have not been terminated, 4-3 Within the thirty (30) days prior to the scheduled annual expiration ofthis Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall pirovide, the City with a current list of officers, agents, servants, employees or representatives that require I Network 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. 11 5. Network Restr*ctions. Coritractor officers, agents, servants, employees or representatives, may not share the City-assigned' user lDs and passwords, Contractor acknowledges, agrees and hierelby gives its authorization to the City to monitor Contractor 1!s use of the City's Network in order to ensuire Contractor's compliance with this, Agreement. A breach by Contractor,, its, officers, agents, servants, employees or representatives, of this Agreement an�d any other written instructions or guidelines, that the City provides to Contractor pursuant to this Agreernent shall be grou,nds for the: City immediately to deny Contractor access to the NetworX and C.,ontractorls, Data, terminate the Agreement, andl pur,5ue any other remedies that the City may, have, u,nder this Agreement or at OFFICIAL RECORD ! FOFFIC CITY , Vendor Nenvork Access Agreement CITY SECRETARY R e v. 0 5,021.`42 0 12 7 V RECEIVED MAR — 7 211,10 "a WORTH,TX Rug IS 12 1 1 M*O�2:p For6 8176511229 N This. NETWORK ACCESS AGREEMENT' ("Agreeirnant") is maids ari4 entemd into by aric behveen the ",r OF' FORT WORTH ("City"). a horne rule municipal corporation with its, princlipa i Joicabon at 10 Throckmorton Street, Fort ,Texas 761012,organized under the iaws,of the State of Texas amid si ed In portions of Tarrant. Denton arid Wise Counties, 1'exas, and Michelle Ford, i Intemational arning siolutions, Inic. with its principali location at 6050 Forest River Drive. fort Worth, TX 76112,("1 ntracwe"), Tb*__._ ork. The City own rats tive s and ope�ras a computing emvironment and network (collecly tip "No'bNork Contractor wishes to access the Cit 's network in order to provide jdascription of se.vicesj. fn r to pirovide the necessary,support, Contractor no access to CFW Network sysLerns lo his Cont, ator requires,access [e, Internet. Intranet and email. 2'. ranti.fJJM1t0"gCqU,, Contractor is hereby granted a limited right of access to the City's Netivork foF th scle Purpose of providing Training services). Such access is granted subject to the terms and condition forth In this Agreemeint and a ppitcable,provisions of the C fty's Adm nistrative JR egolation D- *1 1 Electronic '100mmunicatiors Resource Use Policy), of which such applcable provisions are hereby incorporated reference and made a parI of this Agreement for alf purposes herein and are available upon request. 3, New CrW,4.M1AL% The Uy will provide Contractor with Network Credentials consisting of useir IDS and sword s unique to each individual requiring NeTwork access on behal of the Con tor, Ao:ess Nhts Of autorradcally expire one(1)year from the date of this Agreement. If this access is beirg 1,.Aty pursuant to a separate contract;,, then this granted for p r;cseS of complefing servi�ces for the ""' Agreement wi exoire at the oornp;etion of the coonlrected services, or upon termination of the contracted services,whic"iover occurs first. This Agreement will be associated with the Services des igrated below. Servids are being pmvided In accardan rilf., 1!3ecretary Contract No. Servic i s are being proiviicled in,accordance'w it ry r No. fili 13-Z,1616 SeMr. is are being provided in accordan(;e with the Agreennent to which this Access A erriegilt is ate hed. No se ices are being provided pursuant oto this Agreement. 4, Rene �L At ft and of the first year,and each year thereafter, this Agreemien:may be renewed annually i the ollowing ccridificina are met.- 4.1 Contracted services have not been Completed. 4.21 Contracted serviCes have not Wen terminated 4.3 Within the thirly (301)days pruor tic the schedu�d annual expiratiop of this Agreement.the Contr for has provided the!%'_Ntywitti a Courtent list of its offs 5, agents. sefvants. employees or repre WAtives requiring Network crelde-itials. 10 Not withstandir the scheduled contract expiration or the stab s of completion of services, Contractor shat provide the Q with a current list of officers. agents, sarvants,l employees or representatives that require NeM,ork cred tiats on an annual basis. Failure to adhere to this requiremem may result n denial of access to that etwork arid/or termination of this A9 reement .N, Restr"ctions. Contractor officers. agents servants, employees or rare senjefives may not smara,the ity-assigned user 10s,and passwords. Contractor acknowledges, s and:hersoy gives its a hlorizati n to the City to monitor Contractor's use of the Cit*Y's- Network in over to ensure Contractor's mpilance with this Agreement, A breach by Contractor, its officers agents, servants,,, employees or emsentatives, of the Agreement and any other wrAten instructions or guidelines that the City prov0s Contra=r pursuant to this Agreeftoent shah be grounds for the City Immediately to deny 0oritractor ac ss to the Ne twork and Contracticri's Dater, termina:te the Acreement and pursie any other remedies that he City may have under this Agreement or at law or in equity. VejuR),rNletwoc' Access Agreement Rev.f)'.'02'2 0 1 RUt Michel 16.:� Fo?-d 81?851 1229 3 T'orm floin.In addttion to the other rignts of terrrination set forth rterain, Wre City may terminate this Agreeme at any tirne ancl for any reason with or without nor6ce, and without penalry to the Gfty Upon term nat n of this Agreement, Contreclor agrees to! remove entirely any client or communications software pruvl �d by the City from all computing equipment used ano owned by the Contractor, ts officm,eg�efnl SliNviant,OMp oyees,andior re;xesentative's to aczess the Citys Network. 7. In r .1.220drity. Contractor agrees to rraike every reasonable effOrt in accordance 'with accepted sac ly pwtices to proledthe Networkcrsdenda�s and access methods provided I)y the Cily frorn tjnatfth -ad disciosure and use Contractor agrees to notfty the Clity immedlately upon diwovery of a breach or th t of breach whIch could colmprom,ise the integirity of the Clt)(s Network. mcluding Out not li�m�ited tooll. Ithe of Contractor-cwned' equ pment that contains C,ty-provided access softare. termination, 01 resignation f officers, agents, servants, emplcyees or representatives wilth access to City-provided Nehvot*cred als.and unauthorized use or sharIng o�f Network credentialls, 8. Li. I 1TY ANn Wnr-' CONTRACTOR SHALL SE LIABLE AND RESPONSIBLE FOR ALL DA ES THAT THE CITY MAY INCUR,DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREJE ENT' 13Y CONTRACTOR, ITS OFFICERS, AGIENTS, SERVANTS OR EMPLOYEES:& THE CITY, OFF"RS, AGENTS, SERVANTS AND EMPLOYEES,$HALL NOT BE LIABLE rOR ANY DAMAG 3 THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITYS RESTRICTIONS TO OR DEN OF ACCESS TO CONTRACTOWS DATA ON ACCOUNT OF ANY BREACH OF THIS AGRSEMENT,BY CONTRACTOR,ITS OFFICERS)AGENTSt SERVANTS OR EMPLOYEESt OR FOR ANY REASO, AB,LE SECURITY MEASURES TAKEN BY THE CITY, IN ADDITION, CONTRACTOR SHALL BE ABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS�, PROPERTY DAMAGE AN PERSONAL INJURY, INCLUDING DEATH, ANE3 ALL CLAIMISs DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGEN�T ACT(3) OR O,WSSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS �WDIOR EMPLOYEES. CONTRACTOR, AT CONTRACTOWS OWN, COST OR EXPENSE. H RE�BY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CtTY, ITS OFFICERS, GENTS, SERVANTS A,NDiOR EMPLOYEES FRCW AND A43AINST ANY CLAIM, LAWSUIT, D AND OR OTHER ACTION TO THE EXTENT THAT THE SAME APJSES FROM,THE NEGLIGIENT CT(S) OR OWSSION(S� CR INTENTIONAL WSCONOUCT OF CONTRACTOR,, ITS OFFICERS,A ENTS,SERVANTS,OR EMPLOYEES. J1tR I G, C. C 0 iff ti ntraciorl �or -tself and its officets, agents, employees, and I al.Inform?Aign, Co I representative agrees that t sba!i treat all informaton provWed to �t by the City as confident4i,and shati n�ot d scicse a y such Information to a third partywithout tl�e pnior written approval of th�e City, Coritracto,-- further agrees flial it shall store ard maitritain bty lnformat*ri n a, secure manner and sha'l n-.t allow unauthorized ws to access,mo&y, delete or ctherw�se corrupt City Informat!ori in any way., Contraclot shall notty timaCity immediately if t.he security or integrity ot any City,informaiion has been compromised or is believed have been corvrornised I 10. Rit e ev Iterm aft d --all,ounng the init'al ler-n,any r n m % jht _ftjj,,,Contractor agrees that the City sl ., I am untifthe ira,tion of three(31 years,after termination or expirwJon of this Corilract, have access to it 111-0 a and tlie right t exam' t reasonable times any directly pert�nent books.data,documents, papers and records. both �ard copy aM eleotronic of theL Contractor lfivoNring tra,nsactions relating to this Agreem.ent, ontractor agrees thiat the City 0311 have access during normal wo*ing hours t,o all nece"ary Co: tractor facilifies and shall be prov,ded adequate and, appropiriate wor�k space in order to conduct audt ir comp1lance vi% the provisions of this secil'on. *17he C,ty snaJ i e Conrr g V actor a reasionable vance, nofice of Intended audits. Contractor turther agrees to include in all im su bcoMractor greernents hereunder a provislon to the effect that the subconlractor siorees rha�#ie City shall,during t nitial term,, any renewal terms, and until expiration iof three(3) years after termination or expiration f the subcontma have acces-s to arod the righl to examir* at �easonlable tmes an1v directly perlin � t books, data,, dttLments, papers and recorts, both hard' wpy and electronic of suc� wboontractor AvolVnq tran:3actors related to the subcontract and further that City shall hav*access during normaf working hrwwrs to all subcantfacW facilities and shall, be provided adequate and Vendor Ncrwor' Acceiis Agreetnew 0 Michelle F Interrtat I ionall Lea�ming solutions,Inc. A 0 1�I 4 L I r-I A'jp roicnivLjLe i-ICI ro, U 1, 0P U*I II e-le tj Prr appropriate rk space in order to conduct audits in compliance with the provisions of thi's paragraph. City shall give ubcontractor reasionstle notice of intenI audiIII 11. !1�qre-g a-n4 Cu _MgIajIvg. This Agreemant is, cumulative of and in addition to, any wri oontratts, agt ernents, uncerstandings or Acknowledgments with the City signed by Contractor, This Agreement id any other documents Incorporated herein by reference constitute the entire understandin and Agreement et wen the City and Contractor as to the matters contained herein regard; ry Got, ractor's access to and use of Itie,City's Network. 1 1 12. Arinell mats. T r he terms of ihis Agreement not be waived, atiired, modified, supplemented, or anvnded in any menner except by wrtttan instrument signed by an author-2ed ,-ep.resen-tativ ,,of both the,City and Contractor. 13. 4"ifiloom ant. Contra ctcr may of assign or in any way transfer any of its wt es in this ftraernent, A y attempted assignment or transfer of all or any part hereof she I be rill anci%./Old. .11 Y atten 14. Seve ri I If any provision of I Agreement is held'to be invallid, Illegal or unenfomeabtel the .............. valdity, legalt'' and enforceability of the remaining provisicires shall not in any way be affected or ,rnpatred, Is. Maiew Each party shall exercise its besl efforts to meet Is respe-c-tive dut,-es and Porc4L obi' tens a sat fodh in this, Agreement, but shall not be halo liable for any delay or omission in perform ance us to force majeuire or other causes beyond their reasonable ccntroll (force majeure), including. but icat limited to, compliance with any government low, ordinance or regulation, acts of Gods acts of the public enemy. fires, strikes, lockouts, natural' cisasters, weirs, hots, Material, or la!:cr restrictions by Iny goverrirnental authority,transcorlabor problems andlor any other simHar causes. I&I Gove rig LAW I Tanya. This Agreerrion:shall tie construed in accordance with the laws of IIIIIIIIe State of TexasI, 1*94 any zction, whiether real or asserted at law c•in equity,, is Woo lit or the basis of this AgreemeM v ue for such action shall,fie in state courts tocamd in Tarrant County. Texas or the United States,DiStrict ou for the Northern District o�Texas, Fort Wo-th Division III I I I re Au By affixing a s,griature, bellow, the person signing, this Agreennent 1"ereby warrants that i.Vshe has the legai authority to bind the m3pective party to the terms and conditions in th s agreement a , to execute ',Ihls agreerrent oni tehalf of ftie respective party. and that such binding authority has Ben granted by proper order, resolution, ordinance or other auftrization of'the entity. The other party is I illy entitled to rely on this,-4varranty and representation in entering,into this Agreement ACCEPTED A D AGREED, CITY OF FOR RTH.- Michelle Ford, Intemat"onal 7r. By** By les ill (lie's Nam!e nt(I ity Wa na e r Tiv al e: 0 Date, De*, -b ATTEST: ATTEST 000'I 0, By, Narne. m 6=e lq� Tide#- CIMI SecTe X)o AY , APPROVED TOFORM ALI 0 A, oftVenjor Nelwor Access A 9- C Michell1le For Internati ka. 0 1 n 0000 OFFICgL ecolto 'a r TARYI 'ITY 4SECORTS TX Wolaorm, ooN M U 4 1 e- I L -*d U f2 M I Cn9l 14? r or a Assistant City attorney M&C', nore reguired,_ VendorNclwo" AcccssAgreement 4 Miclhalle Fo Intemational Learning solutions# Inc.