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HomeMy WebLinkAboutContract 26361 CITY SECRETARY r� LIMITED ACCESS AGREEMENT CONTRACT NO. This LIMITED ACCESS AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH ("City"), a home rule municipal corporation organized under the laws of the State of Texas and situated in portions of Tarrant and Denton Counties, Texas, and Workflow Integrators Inc. ("Contractor"). The following statements are true and correct and form the basis of this Agreement: A. The City owns and operates a file server computer system and network (collectively the "Network"). B. Contractor wishes to access the file server computer on which the Buyspeed Software resides for purposes of maintenance, modification, and upgrades. C. Contractor has certain data associated with Workflow Integrators Inc. on the City's Network. Contractor has requested access to the City's Network in order to maintain, make modifications and/or upgrades to the software Buyspeed for the Finance Department. The City is willing to grant Contractor access to the Network, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, the City and Contractor hereby agree as follows: 1. GRANT OF LIMITED ACCESS. Contractor is hereby granted a limited right to access the City's Network the sole purpose of maintaining Contractor's own Software pursuant to Finance Department specifications. Because Contractor can enter the City's Network only through the City's computer security systems, the City will provide Contractor with a password and access number or numbers. 2. NETWORK RESTRICTIONS. 2.1. Contractor may not share the password or access number or numbers provided by the City except with Contractor's officers, agents, servants or employees as may reasonably be required pursuant to Contractor's Inspection Services. 2.2. Contractor may not access the Network for any purpose other than analyzing Contractor's own Data. 2.3. Contractor acknowledges, agrees and hereby gives its authorization that the City may monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. r . 2.4. A breach by Contractor, its officers, agents, servants or employees, 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 in addition to any other remedies that the City may have under this Agreement or at law. 2.5. The City may terminate this Agreement at any time and for any reason. 3. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES THAT THE CITY MA Y INCUR DIRECTL Y ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY ITS OFFICERS, AGENTS SERI14NTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MA Y INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL 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 REASONABLE SECURIT Y MEA S URES TAKEN BY THE CITY. IN ADDITION, CONTRACTOR 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 CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'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 CONTRACTOR, ITS OFFICERS, AGENTS, .SERVANTS OR EMPLOYEES. 4. AGREEMENT CUMULATIVE. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Contractor. 5. ENTIRE AGREEMENT. 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 Contractor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network. Any prior or contemporaneous oral or written agreement is hereby declared null and void to the 2 extent in conflict with any provisions of this Agreement. The signature below of an authorized representative acknowledges that the Contractor has read this Agreement and agrees to be bound by terms and conditions set forth herein. IN WITNESS WHEREOF, the parties hereto have executed this Agreement on this day of / CUB CITY OF FORT WORTH: CONTRACTOR: n ame of Contractor By: '` ' By Charles Boswell AA175i ized Sfgnlrtu ev Assistant City Manager Printed Name J2 jr j< 9-k Title: ftm I /Aj/� ATTEST: ATTEST: By: L.2�919al�� City Secretary APPROVED AS TO FORM AND LEGALITY: J By: , AssistA4 City Atto y M& C: none required 3