HomeMy WebLinkAboutContract 27852Y �����Y��i
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LIMYTED ACCE�,S A�REEMENT
This LIMITED ACCES� AGREEMEI�TT ("Agreement") is made and entered into bp
an� between the CTTY OF F�RT WORTH ("City"), a. home rule municipal carporation
organized under the laws of the State of Te�as and situated in portians of Tarrant a�d Denton
Coun�ies, Texas, and UIVYTED HEALTHCARE INSLTRANCE CONIl'ANY. (" Contractor").
The fo�lowing statements are true and carrect az�d farm the basis of this Agree�nent;
A. The Cit�+ owns and operaies a file server computer system and networic {collectively the
��Networl�"),
B, Contractor is perFarming services %r the City of Fort Worth p�rsuant to an
Adrninistrative Services Agreem�ent effective 7anua,ry �, 2002 ("�er�vices"). In order to
perform such Sarvices effecti-vel� Cantractor requires access to the City Network in order
to cammunicate with other City departments as �arell as iheir staff.
C. The City wishes to grant Contractor the right to access ihe City's email capabilities in
order to communicate with other City departmen�s as well as the Contractor.
NOW, THEREFORE, the City and Contractor hereby agree as follows:
l. GRANT OF LIMITED ACCESS.
Contractor is hereby granted a limited rzght to access the City's Neiwork for the �ole
purpose of cammunicaiing with other City departments and staff. Because Contractor can enter
the Cit�'s Network only through �he City's camputer security systems, the City will pravide
Contractor with a password and access number or numbers.
�. NETWORK RE5TRiCTIONS.
2.i. Contractor may not share the password ar access number or num�ers provided by
the City except with Contractor's off cers, agen�s, servants or employees as may
reasonably be required.
�.�. Cantractor may not access the Network for any purpose other ihan
communicating with other City departments and staff.
�.3. Contractor acknawledges, agrees and heraby gives its authorization �hat the City
may znonitor Contractor's use of the City's N'etwork in order to ensure Contractor's
compliance with this Agreement.
�.�4. Tf the Gity ierminates th.e Administrative Services Agreeznent with the Contractor
to perform �ervices, Contractor shall immediately cease its use o�the Cit�'s Neiwork.
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2.5. A breach by Contractor, its a:Fficers, agents, servants or employees, of this
Agreement .and any other writter� in.struction� or guidelines that the City provid�s to
Contz-ac�or puz-suani to this Agreement shall be grounds for the C�ty immediately to deny
Contractor access to �h� Network a.nd in additzon to any other remedies that the City may
have under this Agreemen.t or at iaw.
�.6. The City may ter�a.znate �his Agreement at any �ime and for any reason.
3. LIA.BII�ITY AND INDEMNIFYCATION.
CONTRACTOR SHALL .BL� LIABLE AND RESPONSIBLE FO� ANY AND ALL
DAMAGES' THAT TI�E CITYIYIAYINCUR DIRECTLYONACCDUNT OFANYBREACH
OF THIS AGl1EEMENT BY CONT'RACTOR, .ITS DFFICERS, AGENTS, SERYANTS OR
E11�FLOYEES: TH�' CITY, 1"TS OFF�CERS, AGENTS, SERYA.N�'S AND EMPLOYEES,
SHALL NOT BE LIABLE FOl2 A.NYD�iMA.GES ?�YAT CONTRACTOR MAY INCUR AS A
RE,SULT OF THE CITY'S R�STIilCTlONs TD OR DENIA� OF ACCESS �'� CITY',S
DATA 4NACCQt'INT OFAIVYBREAC.�I OF THl'S AGREEMENT BY CONTRA.CTOR, �TS
OFFICERS, AGENTS, SERYANTS OR EMPL4YEES, OR FOR ANY REA,SONABLE
S�CURIT'YMEASURES` TAICENI3Y �'HE GITY.
,�v ��rTro�v, CONTRACTOR S'HALL BE LIABZE AND RESPONSIBLE F4R
�111�Y AND ALL PROPERTY LOSS', PROPERTY DA.MAGE AND10R PERS'ONAL INJURY,
INCLUDING DEATH, AND ALi CI�4.IMS, DL�'1YIANDS AN� JU17�MENTS INCURRED
BY THE CITY, TO TI�E EXTENT CAUSED BY TF�E NEGLfGENT ACT(.S) O_R
OMISSIQ�V(S) OR INTENTIDNAL �IrSCOND UCT OF CONTRACTQR, ITS` OFFICER�S',
AGENTS, S`ERVANTS AND/OR EMPLOYE�S CONTRACTOR, AT CONTRACTOR'S
4WN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEN� AND I�OLD
HAXMLESS THE C.ITY, ITS DFFfCER�, AGENT'S, SE.RYANT,S AND/OR EMPLOYEES
�'RpMAND AGAIN�S`T' ANY CLAIM, LAWSUIT, DEI�IAND OR OTHER ACT.ION TO THE
EXT�IVT THAT THE S'AME ARISES FROM Tl�"E 1VEGLIGEIVT ACT(S) OR
OMISS�`4N(S`) OR IIVTENTIONAL MISCONDUCT OF CONTRACT4R, ITS OFFICERS',
AGENTS, SERYAN?'S OR .�1YIPLOYE�'S
4. AGREEMENT CUM[JLATIVE.
This Agreement is cumulativ� of and in additxon to any ,written contrac�s, agreements,
understandings or acknowledgments with the City signed by Contractor as to Cfln�tractar's
authorizatioz� by the City to have access to the City's Network ta pezform Services.
�. ENTIRE AGREEMENT.
The terms of khis Agr�ement sha.11 n.ot �e waived, a.Itered, modified, supplemented, or
a.mended in any manner e�cept by written uistrument signed hy an autkiorized represeniative of
both the City and Cantractor. This Agz�eenaent and any other documents z�corpora�ed herein by
reference can�titute the entire understanding and agreenaent between the City and Contractor as
to the matters cantained herein regarding Cantractor's access ta ar�d use of ihe City's Netvvork.
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Any prior or contempora.neous oral oz' written agreement is hereby declared null and void to ihe
extent in conflict with any provisions of this Agreement. The signature below of an authorized
representative acknowledges �hat the Cont�actor ha.s read this Agreement and agrees ia be bound
by terms and conditions set forth herein.
IN WITNES� WHEREOF, t�.e parties hereto have executad this Agreement on this
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CITY OF FORT W ORTH:
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Charles Basrocreil
Assistant City Manager
UNiTED HEALTH CARE INSURANCE
COMPANY:
By: _.�,�'`� �
AuthoYized Signat.ure
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Pr�inted Name: �Gt t/1 /�. �� �41.�'E�'
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Title: t r, (�/ %. S'7�p/'�.�
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ATTE�T:
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By: � .�U-t.�
� Citq ecreiary
ATTEST:
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By: .
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APPROVED AS TO FORM AND LEGALTTY:
BY: �� — .
Assista City Attorney
M & C: none reauired
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