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HomeMy WebLinkAboutContract 39749-NA2:::0 ,.,, ("") ,.,, < IT1 c:, l> -0 ::0 N ....._ ,-.,, c:, u!I '"i • CITY SECRETARY -JJ) 1!9 -NA ~ CONTRACT NO.~· ..J..it!-1-1_1...~.a..-----· 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 , organ ized under the laws of the State of Texas and situated in portions of Tarrant , Denton and Wise Counties , Texas , and SP Plus Corporation, f/k/a Standard Parking Corporation with its principal location at 507 Mainstream Dr. Nashville , TN 37228 , ("Contractor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the City's network in order to provide management and operation of certain City-owned parking facilities that require viewing and recording video from on-site cameras. To provide the necessary support , Contractor needs access to the City's intranet and the Security System for the Houston , Commerce and Will Rogers Memorial Center parking facility locations . Additionaly , in 2012 , the City started the implementation and deployment of a business system that will enable the City to adopt one comprehensive solution in the operation of the City's financial accounting system . The deployment by the City of this new system (ERP) Enterprise Resource Planning will disable a number of existing antiquated systems and consolidate stand-alone systems into one financial enterprise system . This change will require the Contractor to access the ERP System in order to enter financial information through the Electronic Receipt Distribution Document (ERDD) module which is an electronic version of the paper Receipt Distribution Document (ROD) which the contractor completes in order to book revenue into the City's financial accounting system . The contractor is required to record all revenue received daily using the ERDD module in the ERP system at the following offsite locations , Western Heritage Parking Garage and Houston and Commerce Street Parking Garages. In order to provide the necessary support , Contractor needs access to the Network and more specifically to the ERP system . 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing management and operation of certain City-owned parking facilities that require viewing and recording video from on-site cameras as well as access to the ERP system for booking of daily revenue from the City's parking operation . 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 Contractor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Contractor. Access rights will automatically expire one (1) year from the date of this Agreement. 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. This Agreement will be associated with the Services designated below . r8J D D D Services are being provided in accordance with City Secretary Contract No . CSC 39749 , as amended . Services are being provided in accordance with City of Fort Worth Purchase Order No . 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 . Renewal. At the end of the first year and each year thereafter , this Agreement may be renewed annually if the following conditions are met: 4.1 4.2 Contracted services have not been completed . Contracted services have not been terminated . Vendor Network Access Agreement OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Rev. 08 /24 /2012 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement , the Con t ractor has provided the City with a current list of its officers , agents , servants , employees or rep resentatives requiring Network credentials . Notwithstanding the scheduled contract expiration or the status of completion of services , Contractor shall provide the City with a cu rrent list of officers , agents , servants , employees or representatives that require Network credentials on an annual basis . Failure to adhere to th is requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers , agents, servants , employees or representat ives may not share the City-assigned user IDs and passwords . Contractor acknowledges , ag rees and hereby gives its author izat ion to the City to mon itor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor , its officers , agents , servants , employees or representatives , 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 , term inate 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 term inat ion 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 term ination of this Agreement , Contractor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Contractor, its officers , agents , servants , employees and/or representatives to acc ess the City's Network. 7. Information Security. Contractor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods prov ided by the City from unauthorized disclosure and use. Contractor agrees to notify the City immediately upon discovery of a breach or threat of breach which could comprom ise the integrity of the City's Network , including but not limited to , theft of Contractor-owned equipment that contains City-prov ided 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. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS , SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY 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 SECURITY MEASURES 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. 9 . Confidential Information. Contractor, 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 . Contractor 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 . Contractor Ve ndo r Network Access Agreement 2 SP Plus Corporation , f/k/a Standard Parking Corporation Rev. 08 / 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. Contractor 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 t imes any directly pertinent books , data , documents , papers and records , both hard copy and electronic , of the Contractor involv ing transactions relating to this Agreement. Contractor agrees that the City shall have access during normal working hours to all ne cessary Contractor facilit ies and shall be provided adequate and appropriate work space in order to conduct audits in complian c e with the provisions of this section. The City shall give Contractor reasonable advance not ice of intended audits . Contractor 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 aud its 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 w ith the City signed by Contractor. This Agreement and any other documents incorporated herein by reference constitute the ent ire 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. 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 Contractor. 13. Assignment. Contractor may not assign or in any way transfer any of its interest in this Agreement. Any attempted ass ignment 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 Majeure. 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 (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 th is 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 authorizat ion of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [SIGNATURE PAGE TO FOLLOW] V end or N etwork Access A greement 3 SP Plus Corporation, f/k/a Standard Parking Corporation Rev . 08 / ACCEPTED AND AGREED : Vendor Network Access Agreement 4 SP Plus Corporation , f/k/a Standard Parking Corporation Rev. 08 ,