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HomeMy WebLinkAboutContract 53673 CITY SECRE ARY CONTRACT NO, 31a73 NETWOPJf ACCESS AGREEMENT This Network Access Agreement("Agreement")is trade and entered into by and between the City of Fort Worth ("City"), a home rule municipal corporation with its principal location at 200 Texas Street, Fort Worth,Texas 76102, organized under the laws of the State of Texas and Texas Highway Products LTD., a Texas Corporation, with its principal location at 1309 Clark St #A, Round Rock, TX 78 68 1 ("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 advanced traffic management system implementation services. In order to provide the necessary support, Vendor needs access to the City Network and the TCMC01 server 2. Grant of Limited Access.Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing software implementation services.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 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 are being provided in accordance with City Secretary Contract No. ("Contract") ® Services are being provided in accordance with City of Fort Worth PeopleSofl Contract No. 7653. ("PSK#") ❑ Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ("Contract") ❑ 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 X 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. S. Network Restrictions. Vendor officers, agents, servants, employees or representatives may 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.8/28119) MY JCL MY . WORTH,TX Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. G. 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 notice,and without penalty to the City.Upon termination of this Agreement,Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants,employees and/or representatives to access the City's Network. 7. Information Security.Vendor 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. Vendor agrees to notify 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 Vendor-owned equipment that contains City-provided 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. S. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'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 ADDITION,VENDORSHALL 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 VENDOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR '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 VENDOR,ITS OFFICERS,AGENTS,SERVANTS OR EMPLOYEES. 9. Confidential Information. Vendor, 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. Vendor 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.Vendor 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. Vendor 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 times any directly pertinent books, data, documents, papers and records, both hard copy and electronic,of the Vendor involving transactions relating to this Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order.to conduct audits in Network Access Agreement(Rev. 8/28119) Page 2 of 4 compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of intended audits.Vendor 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 audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. AareementCumulative.This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This Agreement 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. 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 Vendor. 13. Assignment. Vendor 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. Severablity. 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 Maieure. 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. Governina 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, Sinnature Authority. By affixing a signature below, 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 party, 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. ESiguature Page Followsl Network Access Agreement(Rev.8/28119) Page 3 of 4 Executed effective as of the date signed by the Assistant City Manager below. FORT WORTH: City of Fort Worth Contract Compliance Manager: By signing I acknowledge that I am the person �J responsible for the monitoring and administration of this contract,including ensuring all By: performance and reporting requirements, Name:Kevin Gunn Title:Assistant City Manager aDate: � / '�A) B ` Nam . COAdministetative Tyre Approval Recommended: Title: Services Manager Approved as to Form and Legality: By: /-e- Z' Name:Roger w tg Title: Interim Director,IT Solutions By: Attest: Name: J"1'6rFB-Str"oik Title: Assistant City Atto By. Contract Authorization: Name:/ary J.Kays M&C: P-12335 Title:City Secretary s [) ,, Approval Date:61412019 1295 Form: 20 1 9-4 4 1 694 VENDOR: Texas Highway Products, LTD. By: Name: Daro d R. Cherry Title: CEO/Preside i Date: .2— 2 ,9 d OFFICIAL RECORD CITY SECRETARY TX Network Access Agreement(Rev.8/28/19) 3/20/2020 M&C Review Official site of the City of Fort Worth,Texas CITY COUNCIL AGENDA FORTTII COUNCIL ACTION: Approved on 6/4/2019 - Ordinance No. 23678-06-2019 REFERENCE** 13PADVANCED TRAFFIC DATE: 6/4/2019 NO.: P-12335 LOG NAME: MANAGEMENT SYSTEM SB TPW CODE: P TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. Authorize Agreement with Texas Highway Products, LTD., in an Amount Up to $1,000,000.00 Using a Cooperative Contract for an Advance Traffic Management System and Related Services for the Transportation and Public Works Department and Adopt Appropriation Ordinance (2018 Bond Program) (ALL COUNCIL DISTRICTS) RECOMMENDATION: 1. It is recommended that the City Council authorize an Agreement for the procurement and implementation of an Advance Traffic Management System (ATMS)with Texas Highway Products LTD for a total amount up to $1,000,000.00 using Texas Association of School Boards BuyBoard Contract No. 534-17 for the Transportation and Public Works Department; and 2. Adopt the attached appropriation ordinance increasing appropriations in the 2018 Bond Program fund in the amount of$1,000,000.00, from available funds to provide funding for the Advanced Traffic Management System (ATMS) in the 2018 Bond program Traffic Signals programmable. DISCUSSION: The purpose of this Mayor and Council Communication (M&C) is to award a contract with Texas Highway Product for procurement and implementation of Advance Traffic Management System (ATMS) and appropriate additional 2018 Bond funds for Traffic Signals. As the city grows, the need for a leading-edge ATMS technology becomes more urgent. Having the ATMS is crucial in responding to emergencies, incidents, events, day-to-day traffic demand and fluctuation. Additionally, this will improve time efficiency and effectiveness of the workforce while meeting the expectations of the citizens of the City of Fort Worth. The ATMS will enable staff to monitor and manage traffic signals and traffic flow remotely and in real- time. It provides the ability to respond to unexpected situations very quickly thus minimizing the effect of congestion caused by lane closures, stalled vehicles, or other unexpected causes. ATMS will also be beneficial due to the fact that it will reduce or eliminate unnecessary trips by staff to signalized intersections in order to make traffic signal timing adjustments as most adjustments to signal timing could be done quickly and effectively by the operator watching traffic in real-time remotely utilizing the PTZ (Pan, Tilt, Zoom) cameras. In addition to the above, the ATMS system would also provide tools for additional features such as: • Continuous and automated monitoring of traffic conditions and adjusting of traffic signal timings and operations in real time with no interruptions or time lag; •Automatically monitor, assess and provide notifications about the status and state of traffic signal equipment in the field; •Automatically collect traffic data; and • Monitoring and reporting of meaningful "performance measures" describing the performance of traffic operations and traffic signals. To award this contract, additional funds are needed in the Traffic Signal component of the 2018 Bond Program Fund, in the amount of$1,000,000.00. The Traffic Signals programmable project budget summary is as follows: Category Programmable Current Additional Total Budget Approp.After apps.cfwnet.org/council_packet/mc—review.asp?ID=26731&councildate=6/4/2019 1/3 3/20/2020 M&C Review this M & C) Traffic Signals PB0006 $4,000,000.00 1$1,000,000.00 $5,000,000.00 I Funding F2018 Bond Program Source Program $4,000,000.00�$1,000,000.00 $5,000,000.00 The action in this M&C is not included in the FY2019-2023 Capital Improvement Plan (CIP) and will amend an existing programmable project (Traffic Signals) and its FY2019 budget. The 2018 Bond Program authorizes issuance of bonds for street and mobility improvements, including $12,500,000.00 for traffic signal improvements, of which $4,000,000.00 was previously appropriated. Approval of this M&C will appropriate an additional $1,000,000.00. In accordance with the City's current practice of issuing bonds in arrears, available resources within the General Fund will be used to provide interim financing until debt is issued. Once debt associated with the project is sold, bond proceeds will reimburse the General Fund in accordance with the statement expressing official Intent to Reimburse that was adopted as part of the ordinance canvassing the bond election (Ordinance No. 23209-05-2018). PRICING ANALYSIS—The contract offers fixed discounts. Staff reviewed the pricing and determined it to be fair and reasonable. M/WBE OFFICE—A MBE/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. COOPERATIVE PURCHASE - The Purchasing Division will use BuyBoard Contract No. 534-17 to acquire the products and services necessary to implement this new system. State law provides that a local government purchasing an item under a Cooperative Purchasing Agreement satisfies state laws requiring that the local government seek competitive bids for purchase of the items. BuyBoard contracts have been competitively bid to increase and simplify the purchasing power of government entities. AGREEMENT TERMS - Upon City Council approval, this Agreement will commence upon execution by both parties and continue in accordance with the terms and conditions of BuyBoard Contract No. 534-17, which is currently expected to expire on May 31, 2020. If the BuyBoard Contract is renewed or extended, this M&C authorizes the City's contract to be renewed or extended to match the term of the BuyBoard Contract. ADMINISTRATIVE INCREASE -An administrative increase or change order for this Agreement may be made by the City Manager in the amount up to $100,000.00 and does not require specific City Council approval as long as sufficient bond funds have been previously appropriated. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that upon approval of the above recommendations and adoption of the attached appropriation ordinance, funds will be available in the current capital budget, as appropriated of the 2018 Bond Program Fund. BQN\BuyBoard534-17\SB TO Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2 FROM Fund Department Account Project Program Activity Budget Reference# Amount ID ID Year Chartfield 2) Submitted for City Manager's Office by_ Susan Alanis (8180) Originating Department Head: Kevin Gunn (8517) apps.cfwnet.org/council_packet/mc_review.asp?I D=26731&councildate=6/4/2019 2/3 3/20/2020 M&C Review Additional Information Contact: Cynthia B. Garcia (8525) Sheila Baker(8356) ATTACHMENTS 1295 Texas Highway Products Redacted.pdf 13PADVANCED TRAFFIC MANAGEMENT SYSTEM SB TPW 34018 A019.docx apps.cfwnet.org/council_packet/mc_review.asp?I D=26731&councildate=6/4/2019 3/3