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Contract 45119
CITY SECRETARY CONTRACT MO. 4S NETWORK ACCESS AGREEMENT This RK 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,7exas 76102, organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and DEC DataSystems with its principal location at 12061 Westwood Dtive, Auburn, California, 85603, ("Contractor"). 1 City owns and operates a computing environment and network (collectively the "Network"). Contractor wishes to access the Citys network In order to provide software updates, reconfigurations, and general maintenance to the, DataWise software suite.. In order to provide the necessary support, Contractor needs access to computer AS203 which is the computer on which the DataWise Flood Warning Software resides. To provide updates, it is necessary have FTP enabled]. 2. 'Grant of Limited Access. Contractor is bereby granted a limited right of access to the City!s Network for the sole purpose of providing software maintance and support. Such access is granted subject to the terms and conditions forth in thi�.Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Comm4unications 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. will Contractor with Network Credentials consisting of user IlDs and passwords unique to each individual 1equiring Network access on behalf of the Contractor. Access rights will automatically expire one(1)year firom 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. Services are being provided |n accordance nwbh City Secretary Contract No. Services are being provided in accordancewith City of Fort Worth Purchase Order No. Z Services are being provided in accordance with whioh this is attached. [] No services are being provided pursuant hn this Agreement. - ^ 4. Renewal. At the end nfthe fimtyear and each year thereafter, this Agreement may berenewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4'2 Contracted services have not been terminated. 4.3 Within the thirty(30) days prior to the scheduled annual expiration of this 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 the status of completion of services, Contractor shall provide the City with a current list ofoffioene. agents, men/onts, employees or representatives that require Network cnadenbo|o on an annual basis. Failure ho adhere to this requirement may result in dan|mi of access ho the Network and/or termination of this Agreement. 5. Network,Restrictions. Contractor officers, agents, servants, employees or representatives may not share.the City-assigned user IDs, and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the Cit)(s Network in order to ensure Contractoes compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of thisAgreement 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, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. OFFICIAL, RECUORD Vendor Network Access Agreement CITYISMC 2012, Fr. WORTH,, 117 6. TermInation., In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without nofice, and without penalty to the City, Upon termination 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 repre§entatives to access 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 provided by the City from unauthorized disclosure and use. Contractor agrees to nofify the City immediately 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 Contractor-owned equipment that contains City-provided access software, termination or resignation of officers, agents, servants, empl oyees or representatives with access to City-provided Network credentials, and unauthorized use or sharing of Network credentials. a. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR Al I DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF rHIS 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 CITYS 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 ANDIOR 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 ANDIOR 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. Contraw±or, for itself and its o05cero, egents, ampoyees, 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 K shall store and maintain City Information in a secure manner and oho|| not o||oxv unauthorized users to mcoaso, modify, delete or otherwise corrupt City |nhmnnwUon in any way. Contractor shall notify the City immediately if the security or integrity of any City information has been compromised orin believed to have been compromised, 10. Rlaht to Audit. Contractor agrees that the,City shall, during the initial term, any renewal terms, and untii the expiration of three (3) years after termination or expiration of this contract, have access to and the right toexamine ai reasonable times any directly pertinent books, data,documents, popmnaond records, both hard copy and e|eotron\c, of the Contractor involving transactions relating to this Agreement. Contractor hat the City shall have access during | working hours to all necessary Contractor facilities and shall be provided adequate and approptiate work space In order to conduct audits in compliance with the provisions of this section. The City shall give Contractor reasonable advance notice 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 Vendor Network Access Agreement 2 DEC0atmSystemms Rev.08/24/N12 appropriate work space in order hu conduct audits. | with the provisions of this paragraph. City shall give subcontractor reasonable notice of inbandedaudits. 11. Aureement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by 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 Contractors access to and use of the Cilly'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. Assianment. Contractor may not assign or in any way transfer any of its imdmrmat In this Agreement.Any attempted assignment or transfer pf all ov any part hereof shall be null and void. 14' Severabillity. |f any provision o/this Agreement is held to be invalid,,illegal orunenforceable, the validity, |�o|ib/ and enforceability of the remaining provisions shall not in any m/my be affected or impaired. 15 Each party shall exercise its best efforts' to meet dy respective duties and obligations forth in hho Agreement, but held liable for any delay or omission In performance due to force majeure or other caus;Os beyond their reasonable control (fbvoa rn -euno), indud|ng, but not limited Uo, compliance with any government |am, ordinance or ne0u|ation, acts of God, mots of the public enenny. fires, sidkmo. |oohou6a, natural disas!mrw, wars, dots, material or labor restrictions by any governmental authorit� transportation problems.andlor any other similar causes. 16. Governina Law /Venue. This Agreement shall be construed in accordance with the laws oYthe State of Texas. U any action, whether real or asserted, at law or in equity, is brought on the basis of this Agneoment, venue for such action shall lie inohate|ooude located in Tarrant Cuunt)4 Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authority, By affixing m signature be(ovv, the person signing this 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 pmdy, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization 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] Vendor Network Access Agreement 3 EC0ataSystemms, 8ev, 08Q4/2812 ACCEPTED AND AGREED: y` CI FORT WORT DEC DataSystems: �+F __ .�_�_ By. Douala( r C&011 " usa` Alanis Name: Donald E. Colton Assistant City Marta r Title: President, a a ys ems Date: Date: September 97, 9011 ATTE I TTEST: alt By: 1 Mary J. ys "S ame: City S ;ry , Title: AP',PROVED A O FOR By, Assistant t Attom M&C: n uired 01 ,SECRET W W Vendor Networks Access Agreement 4 DEC DataSystems �� '� � otz DEC Data ENV©KCT E SySteMS Invoice Number: 1473 12061 Westwood Drive Invoice Date: 04/04/2013 Auburn, CA, 95603 Phone 530-277-4476 To: Timothy Royer City of Fort Worth Transportation & Public Works 1000 Throckmorton Fort Worth, Texas 76102 YOUR YOUR DATE DATE SHIPPED P.O. NUMBER CUSTOMER ORDERED DELIVERED By Verbal DEC DataSystems April 4, 2013 On payment received Electronic/UPS QTY DESCRIPTION, UNIT PRICE AMOUNT 1 Three-year Datafflse@ service agreement as follows: One Datafflse@ $3,000 $3,000 upgrade on CD or downloaded from Internet per year. Unlimited phone electronic support during normal working hours which are defined as 8AM to 513M Pacific Time, Monday through Friday. SALES TAXES $ 0.00 INVOICE TOTAL $3,000 Make checks payable to DEC Data Systems. If you have any questions concerning this invoice, please contact Donald Colton.