HomeMy WebLinkAboutContract 45451 l
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CITY SEC
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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 10,00 Throckmorton Street Fort Worth, Texas 76102, organized' under the laws of the State of
Texas and situated in portions of Tarrant, Denton and Wise counties, Texas, and one ain, Inc. with its
principal location at 1531 Skyway Dr. Unit D, Longmont co,, ("Contractor"').,
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 maintenance activities
for the Advance Warning System. In order to provide the necessary support, contractor needs access to
Advance Warning System data collection platform, Data Wise and Internet..
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 maintenance activities for the Advance Warning System. Such
access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of
the City's Administrative regulation -7 (Electronic communications Resource Use Policy), o hich
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 Ills and passwords, unique to each individual requiring Network access on behalf of the contractor.
Access nights will automatically expire one 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,1 or upon termination of the contracted
services, whichever occurs first. This Agreement will be associated °mirth the Services designated below.
0 Services are being provided in accordance with city Secretary contract. No.
Services are being provided in accordance with cite of fort Worth Purchase Order Milo., PO 4-
c00811832.
0 Services, are being provided in accordance with the Agreement to which this Access Agreement
is attached.
El 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 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 thstandin the scheduled contract expiration or the status of completion of services, Contractor 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..
51. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
not share the City-assigned user Ills and passwords. contractor acknowledges,sledges, agrees and hereby gives
its authorization to the city to monitor 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 D ta t' inat e`Agree ent, and pursue any other
remedies that the city may have under this Agreeme rr„r
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6. Termination. In addition to the other rig,hts: of terminlation set forth h�ereiin, the City may terminate
this Agreement at any time and for any reason with or without notice,, and without penalty, to the, City.
Upon termin�ation of this Agreement, Contractor agrees to remove, entirely any cllient or communications
software provided, by the City from all computing, equipment used and owned by t'he Contractor, its
officers, agents, servants, employees and/or representatives to access the City's Network.
7. Information Se 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 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 Contraictor-owned equipment that contains City-provided access software, termination
or resignation of officers, agents, servants, employees or representat,iv,es with access to City-provided,
Network credentials, and unaut,horize�d use or,sharing of Network credentials.
8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL, BE LIABLE AND, RESPONSIBLE,
FOR ALL DAMAGES THAT THE CIITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF
THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENT�S�, 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
AGREEMENTIBY 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
O,MISSION'(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,
SERVANTS AN�D/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,1 DEMAND, OR OTHER ACTIONTO, THE EXTENT THAT' THE SAME ARISES FROM THE
NEGLIGENT ACT(S) OR OMIS:SI,ON(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9. Confidential Information. Contractor, for itse:lf 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 pr,ior 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
shall notify the City immediately if the security or integr�ity of any City information has been compromised:
or is believed to have been com�promised.
110. Right to Audit. Contractor agrees,that the City shall, during the initial term, any renewal terms,
and until the expiration of three, (31) years, after termination or expiration of this contract,, have access to,
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and the, right to exam;inie at reas,ona,ble times any directly p�eirt,iinen�t books, diaita, documents, papers and
records, both hard copy and electronic, of the Contractor involving transactions relating, to this
Agreement. Contractor agrees that the City shall have access du�ring normal working hours to all
necessary Contractor facilities and shall, be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this section. The City sha:ll give Contractor
reasonable advance notice of intended audits. Cointrac,tor further agrees, to include in all its
s,u�bico�n�traicto�r agreements hereunder a provision to, the effect that the subicointractor agrees that the City
shall, du,ring the initial term, any renewal terms, and un�ti,l expiration of three (3) years after termination
or expiration of the subcointract, 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 su,bconitract, and further that City shal�l have access
during normal working hours to all subcontractor facilities and shall be prov�ided adequate and
Vendor Network Access Agreement 2
OneRai'n, Inc. Rev.08/24/2012
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. Agreement Cumulative. This Agreement is cumulative, of and in addition, to any written
contracts, agreements, understandings or acknowledgments with the City sigined 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 City's Network.
12. Amendments. The terms of this Agreement shall not be waived,l 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 assignment or transfer of all or any part hereof shall be null and void.
0
114. Severablill If any provision of this Agreement is heldi 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 blest 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 majileure),
including, but not limited to, complian,ce with any government law', ordinance or regulation, acts, of Gold,
acts of the public enemy, fires, strikesy lockouts, natura,l disasters, wars, riots, material or la r
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 bas,is, 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. S,ignature Agut horLty- 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
resolution
authority has been granted by proper order, I 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 Rev. 08/24/2012
OneRal'n, Inc.
. . ........ .....
ACCEPTED AND AGREED.-
CITY OF WORT Oin,eRain, Inc.
-
A 'I N me 15 Name
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Mary J. Kays Secret,City 0 w .fir
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APPROVED AS TO FORM AND LEGA,LIT ".
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Assistant pity Attorney
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'vendor Network Access Agreement 4 I'd
M&C Review 'Page I of
Official site of the City of Ford:Wbith,Texas
CITY COUNCIL AU00%ENDA o:RT Wo RAf n
COUNCIL ACTION: Approved on 2/181/2014
DATE,: 2/1812014 REFERENCE NO..- **P-1 1625 LOG NAME.- 13P13-0262 AWS
LS'J
CODE: P TYPE CONSENT PUBLIC HEARING: NO
SUBJECT: Authorize Purchase Agreement with High Sierra Electronics, and OneRain Incorporated,
for a Combined Amount Up to $164,,913.00 for Advanced H,ig,h, Water Warning System
Equipment and Maintenance for the Transportation and Pubilic Works Department (ALL
COUNCIL, DISTRICTS)
1
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RECOMMENDATION:
It is recommended that the City Council authorize a Purchase Agreement with High Sierra Electronics
and OineRain Incorporated, for advanced high water warning system equipment and maintenance for
the Transportation and Public Works Department for a combined amount up to $1,64,913.,00.
DISCUSSION,:
The Transportation and Public Works, Department (Stor,mwater) will use this Agreement to purchase
emergency and non-emergency repairs,, preventative maintenance;, routine maintenance; and
quarterly inspections on the City's existing high water warning systems. The vendor wil:l provide repair
personnel, rep�lacement plarts, e,qulipiment, material and tools needed to restore,the systems to the
specifications contained, in the manufacturer's maintenance and operations manual.
The Invitation to Bid (IT8) consisted of detailed specifications for quality of the equipment and the
lei el of service required, to maintain the high water warning system. Currently, the City of Fort Worth
has 15 advanced high water warning systems at designated locations. The system activates
floodwarning flashers to inform drivers of high water on the roadways.
Staff recommends multiple awards to ensure the availability of service when needed. When selecting
a vendo;r, S�tormwate�r wi,lil, coins,ider piricingi, material availabillity, vendor's proximity to the worksite and
scheduling.
BID ADVERTISEMENT -This bid was advertised in the Fort Worth Star-Tielegrarn on November 28,,
2013, and December 5,1 2013. Seventy-four vendors were solicited from the purchas,in�g vendor
database system,, Two blidis were received in response to this IT B.
BID TABULATION - See attached bid tabulation.
PRICE ANALYSIS - The City has no purchase history for this type of advanced equipment. No
guarantee was made that a specific amount of equipment would be purchased. Staff certified that the
prices are fair and reasonable.
ADMINisTRATIVE CHANGE ORDER - An, Administrative Change Order or increase may be made
by the City Manager in the amount up to $14,1,228.00 and does not require specific City Council
approval as long as sufficient funds have been appropriated.
MfWBE OFFICE -A waiver of the goal for MBE/'SBE, subcontracting requirements,was requested by
the Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordiniance,
because the purchia�s,e of goods, or services is from sources where subcontracting or supplier
http-*//apps.cfwnet.org/council_j)acket/Mrc—review.as,p?ID—I 9367&cotincild ate—2/1,8/2014 3/3�/2014
M&C Review Page 2 of 2
opportunities are negligible.
AGREEMENT TERM - U�pon City Council approval, this, Agreement shall begin on January 29, 2014,
and expire on January 28, 20,115.
RENEWAL, OPTIONS, - This Agreement may be renewed, for up, to three add�itional one-year terms at
I
the City's option. This action doles not require specific City Counci�l approval pirovid'ed that the City
I
Colu�ncil has appropriated siuff icient funds,to satisfy the, City's obilligatioins during the renewal term,
FISCAL INFORMATION/CEIRTIFICATION:
i
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Stormwater Utility Fund.
BQN\1 3-0262\LSJ
.TO Fund/AccountlCemfrs FROM Fund/Accoun,t/Centers
........................................... ...... ......................"I,'ll""I-111111.1"-"Ill,"",-..........
Submitted �for City Manager':s Office Susan Alan is (8180)
rLg,inating Department Head-: Aaron Bovos, (8517)
Additional Information Contact: Jack Dale (83517)
LaKita Slack- Johnson (8314)
ATTACHMENTS
BI,D TABULATION 13-0262, AWS.pd
http-Happs.cf,w,net.org/council packet inc review.asp?'ID,—1.36 67&co unei.I date=-2/1 8/2014 3/3/2014
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