HomeMy WebLinkAboutContract 62665-NA1CSC No. 62665-NAl
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 100 Fort Worth
Trail, Fort Worth, Texas 76102, organized under the laws of the State of Texas and MY AMELIA, INC.
OBA Inspected.com, a Delaware Professional Corporation ("Vendor").
1.The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide services
outlined in City Secretary Contract 62665. In order to provide the necessary support, Vendor needs
access to various network systems as it pertains to the services agreed upon in the aforementioned City
Secretary Contract.
2.Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's
Network. Such access is granted subject to the terms and conditions fmth 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 arc available upon request.
3.Network Credentials. The City will provide Vendor with Network Credentials consisting
of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. 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. Otherwise, access rights will automatically expire one ( 1) year
from the date of this Agreement ("Expiration Date'').
� Services arc being provided in accordance with City Secretary Contract No. 62665. ("Contract")
D Services arc being provided in accordance with City of Fort Worth PcoplcSoft Contract No.
__ . ("PSK #") □Services are being provided in accordance with the Agreement to which this Access Agreement is
attached. ("Contract'')□Services are being provided without a City Secretary Contract at no cost to the City□No services are being provided pursuant to this Agreement
4.Renewal. This Agreement shall renew in accordance with the term of the Contract or PSK
#. If there is no Contract or PSK #, this Agreement may be renewed annually by City, in its sole discretion,
at the end of the Expiration Date and each renewal term thereafter.
Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor
shall provide the City with a current list of officers, agents, servants, employees or representatives that
require 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.
5.Network Restrictions. Vendor officers, agents, servants, employees or representativesmay not share the City-assigned user IDs and passwords. Vendor acknowledges. agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Agreement. A breach by Vendor, its officers, agents, servants, employees or
representatives, of this Agreement and any other written instructions or guidelines that the City provides to
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the
Network Access Agreement (Rev. 8/28/19) Page I of4
Network and Vendor's Data, terminate the Agrcemcnt, and pursuc any other rcmedies that the City may
have under this Agreement or at law or in equity.
6. Termination. In addition to thc othcr rights of tcrmination sct forth hcrcin, thc City may
tcrminatc this Agrccmcnt at any time and for any rcason with or without noticc, and without penalty to thc
City. Upon tcrmination of this Agrccmcnt, Vcndor agrcc5 to rcmovc cntircly any clicnt or communications
softwarc providcd by thc City from all computing cquipmcnt uscd and owned by thc Vcndor, its officcrs.
agents, servants, employees and/or representatives to access the City's Network.
7. Information Securilv, Vcndor agrecs to make cvcry reasonablc cffort in accordance with
accepted security practices to protcct thc Nctwork crcdcntials and access methods provided by the City
from unauthorizcd disclosurc and usc. Vcndor agrecs to notify the City immcdiately upon discovery of a
breach or threat of breach which could compromise the integrity of the City's Network, including but not
limited to, theft of Vendor-owned equipmcnt that contains City-provided acccss software, tcrmination or
resignation of officers, agents, seivants, employees or representatives with access to City-provided Network
credentials. and w�authorized use or sharing of Network credentials.
8. LIABILITY AND INDEMI�IFICATION. VENDOR SHALL BE LIABLE AND
RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY Oi�
ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR,ITS OFFICERS, AGEVTS,
SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVAtiTS AND
E:�iPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR
AS A RESULT OF THE C1TY'S RESTRICTIOnS TO OR DENIAL OF ACCESS TO VENDOR'S
DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE
SECURITY MEASURES TAKEN BY THE CITY. IN ADDITIOV, VE]�DORSHALL BE LIABLE
AND RESPONSIBLE FOR AI�Y AND ALL PROPERTY LOSS, PROPERTY DAMAGE A:VD/OR
PERSOI�AL 1NJURY, INCLUDInG DEATH, AND ALL CLAIVIS, DEMANDS A�ID
JtIDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSION(S) OR INTEnTIONAL �tISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR 'S O�ti'N COST OR EXPE�SE,
HEREBY AGREES TO 1NDEMNIFY, DEFEND AND HOLD HARMI.ESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS A1�D/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 INTENTIO'�AL
MISCONDUCT OF �'ENDOR, ITS OFFICERS, AGEVTS, SERVANTS OR EMPLOYEES.
9. Confidential Information. Vcndor, for itself and its officers, agents, employccs, and
rcprescntatives, agrccs that it shall trcat all information providcd 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. Vendor
further agrees that it shall store and maintain City Information in a secure manner and shall not allow
unauthorized uscrs to acccss, modify, dcictc or othcrwisc corrupt City Information in any way. Vcndor shall
notify thc City immcdiatcly if thc sccurity or intcgrity of any City information has bccn compromiscd or is
bclieved to havc been compromiscd.
10. Ri�ht to Audit. Vcndor a�rccs that thc City shall, during thc initial tcrn�, any rcncwal
terms, and until the expiration of threc (3) years after tcrmination or expiration of this contract, have
access to and the right to examine at reasonable times any directly pertinent books, data, documents,
papers and records, both hard copy and cicctronic, of thc Vcndor involving transactions rclating to this
Agrccmcnt. Vcndor agrces that thc City shall havc acccss during norrnal working hours to all ncccssary
Vcndor facilitics and shall bc providcd adcyuatc and appropriatc work spacc in ordcr to conduct audits in
Nctwork Acccss Agrccmcnt (Rcv. 8/28/19) Pagc 2 ot�4
compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of
intended audits. Vendor turther agrees to include in all its subcontractor agreements hereunder a provision
to thc cffcct that thc subcontracror agrccs that thc City shall, during thc initial tcrni, any rcncwal tcrms,
and until cxpiration of thrce (3) ycars atter tct7nination or expiration of thc subcontract, havc acccss to
and the right to examine at reasonable times any directly pertinent books, data, documents, papers and
records, both hard copy and cicctronic, of such subcontractor involving transactions relatcd to the
subcontract, and furthcr that City shall havc acccss during normal working hours to all subcontractor
facilities and shall be provided adequate and appropriate work space in order to conduct audits in
compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of
intcndcd audits.
11. .4Qreement Cumulative. This Agrccmcnt is cumulativc of and in addition to any written
contracts, agrccmcnts, undcrstandings or acknowlcdgments with thc City signcd by Vcndor. This
Agreemcnt and any other documents incorporated herein by reference constitute the entire understanding
and Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access
to and use of the City's Network.
12. .4mendments. Thc tcrms of this Agrcement shall not bc waivcd, altcred. moditied,
supplemented, or amcndcd in any manner except by written instrument signed by an authorizcd
rcprescntativc of both the City and Vcndor.
13. ;4ssiQnment. Vcndor may not assign or in any way transfer any of its interest in this
Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void.
14. Severabilitv. [f 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
affccted or impaircd.
15. Force 11'laieure. Each party shall cxcrcisc its bcst cfforts to mcct its respcctivc dutics 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 thc 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. GoverninQ Law / Venue. This Agrccmcnt shall bc construcd in accordancc with thc laws
of the State of Texas. [f any action, whether real or assertcd, at law or in equity, is brought on the basis of
this Agrecmcnt, vcnuc for such action shall lie in state courts located in Ta►-rant County, Texas or the United
Statcs District Court for thc Northcrn District of Tcxas, Fort Worth Division.
17. Si�nature .4uthoritv�. By affixing a signature below, the person signing this Agreement
hcreby warrants that he/shc has thc Icgal authority to bind the respectivc party to thc tcrms and conditions
in this agrccmcnt and to cxccutc this Agrccmcnt on bchalf of thc respcctivc party, and that such binding
authority has bcen granted by proper order, resolution, ordinance or othcr authorization of the entity. The
othcr party is fi�lly cntitled to rcly on this warranty and represcntation in cntcring into this Agrccmcnt.
[Signature Page Follo�vs�
Nehvork Acccss Agrccmcnt (Rcv. 8/28; 19) Pagc 3 of 4
[Executed effective as of the date signed by the Assistant City Manager below.]/ [ACCEPTED AND AGREED:] City: MY AMELIA, INC. OBA Inspected.com: By: ��t:>� By:
Name: Mark McDaniel Name:
Title: Deputy City Manager Title:
Feb 14, 2025 Date: Date: CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended:
�C:.�-By: /
Name: Kevin Gunn
Title: Director, IT Solutions
Approved as to Form and Legality:
1J,,,�.dL By: 1rorv1 V""
Name: Hye Won Kim
Title: Assistant City Attorney
Contract Authorization:
M&C: NIA
Network Access Agreement (Rev. 8/28/19)
Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
performance and reporting requirements.
r.� .A.. ..By :CynttMi Tyree (Feb 111, 2025 08:35 CST)
Name: Cynthia Tyree
Title: Assistant Director-IT Finance
Cit�• Secretary:
By:
Name: Jannette Goodall Title: City Secretary
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