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HomeMy WebLinkAboutContract 50084 City Secretary Contract No. FORT WORTH OAC 2� woR� PROFESSIONAL SERVICES AGREEMENT (Information Technology) This PROFESSIONAL SERVICES AGREEMENT ("Agreement") is made and entered into by and between the CITY OF FORT WORTH (the "City" or "Client'), a home-rule municipal corporation situated in portions of Tarrant, Denton, Johnson and Wise Counties, Texas, acting by and through its duly authorized Assistant City Manager, and CHARTER COMMUNICATIONS OPERATING, LLC. ("Contractor"), a Missouri Corporation, and acting by and through Victoria J. Smith, its duly authorized Major Account Executive. City and Contractor are each individually referred to herein as a"party"and collectively referred to as the"parties." CONTRACT DOCUMENTS: The Contract documents shall include the following: 1. This Agreement for Professional Services 2. Exhibit A—Statement Of Work Plus Any Amendments To The Statement Of Work 3. Exhibit B—Cost Schedule 4. Exhibit C—Milestone Acceptance Form 5. Exhibit D—Network Access Agreement 6. Exhibit E—Signature Verification Form All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all purposes. In the event of any conflict between the documents, the terns and conditions of this Professional Services Agreement shall control. The term "Contractor" shall include the Contractor, and its officers, agents, employees, representatives, servants, contractors or subcontractors. The term"City"shall include its officers, employees,agents, and representatives. 1. Scope of Services. Contractor hereby agrees, with good faith and due diligence, to provide the City with professional consulting services for television and internet services. Specifically, Contractor will perform all duties outlined and described in the Statement Of Work, which is attached hereto as Exhibit"A" and incorporated herein for all purposes, and further referred to herein as the"Services." Contractor shall perform the Services in accordance with standards in the industry for the same or similar services. In addition, Contractor shall perform the Services in accordance with all applicable federal, state,and local laws, rules, and regulations. If there is any conflict between this Agreement and Exhibit A,the terms and conditions of this Agreement shall control. CHARTER COMMUNICATIONS OPERATING,LLC. OFFICIAL RECO Professional Services Agreement-Technology Page 1 of 28 CITY S/C 'A ItY �� Rev. 1/2017 RTiN1 TX City Secretary Contract No. 2. Term. This Agreement shall commence upon October 25, 2017 ("Effective Date") and shall expire no later than October 24, 2020 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the parties. This Agreement may be renewed for two(2)renewals at the City's option,each a"one(1)year renewal term."The City shall provide Contractor with written notice of its intent to renew at least thirty(30)days prior to the end of each term. 3. Compensation. The City shall pay Contractor an amount per term of individual executed work orders in accordance with the provisions of this Agreement and Exhibit`B,"Payment Schedule,which is attached hereto and incorporated herein for all purposes. Contractor shall not perform any additional services for the City not specified by this Agreement unless the City requests and approves in writing the additional costs for such services.The City shall not be liable for any additional expenses of Contractor not specified by this Agreement unless the City first approves such expenses in writing. City agrees to pay all invoices of Contractor within thirty (30) days of receipt of such invoice. Contractor may charge interest on late payments not to exceed one percent(M). 4. Termination. 4.1. Convenience. Either the City or Contractor may terminate this Agreement at any time and for any reason by providing the other party with 30 days written notice of termination. 4.2 Breach. If either party commits a material breach of this Agreement,the non-breaching Party must give written notice to the breaching party that describes the breach in reasonable detail. The breaching party must cure the breach ten(10)calendar days after receipt of notice from the non-breaching party, or other time frame as agreed to by the parties.If the breaching party fails to cure the breach within the stated period of time,the non-breaching party may,in its sole discretion,and without prejudice to any other right under this Agreement,law,or equity,immediately terminate this Agreement by giving written notice to the breaching party. 4.3 Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by the City in any fiscal period for any payments due hereunder, the City will notify Contractor of such occurrence and this Agreement shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 4.4 Duties and Obligations of the Parties. In the event that this Agreement is terminated prior to the Expiration Date,the City shall pay Contractor for services actually rendered up to the effective date of termination and Contractor shall continue to provide the City with services requested by the City and in accordance with this Agreement up to the effective date of termination. Upon termination of this Agreement for any reason, Contractor shall provide the City with copies of all completed or partially completed documents prepared under this Agreement. In the event Contractor has received access to City information or data as a requirement to perform services hereunder, Contractor shall return all City provided data to the City in a machine readable format or other format deemed acceptable to the City. CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 2 of 28 Rev. 1/2017 City Secretary Contract No. 5. Disclosure of Conflicts and Confidential Information. 5.1 Disclosure of Conflicts. Contractor hereby warrants to the City that Contractor has made full disclosure in writing of any existing or potential conflicts of interest related to Contractor's services under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this Agreement, Contractor hereby agrees immediately to make Rill disclosure to the City in writing. 5.2 Confidential Information.The City acknowledges that Contractor may use products,materials,or methodologies proprietary to Contractor. The City agrees that Contractor's provision of services under this Agreement shall not be grounds for the City to have or obtain any rights in such proprietary products, materials, or methodologies unless the parties have executed a separate written agreement with respect thereto. Contractor, for itself and its officers, agents and employees, agrees that it shall treat all information provided to it by the City("City Information")as confidential and shall not disclose any such information to a third party without the prior written approval of the City. 5.3 Unauthorized Access. Contractor 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 integrity of any City information has been compromised or is believed to have been compromised,in which event,Contractor shall,in good faith, use all commercially reasonable efforts to cooperate with the City in identifying what information has been accessed by unauthorized means and shall fully cooperate with the City to protect such information from further unauthorized disclosure. 6. Right to Audit. Contractor agrees that the City shall, until the expiration of three (3) years after final payment under this Agreement,have access to and the right to examine at reasonable times any directly pertinent books,documents,papers and records of the Contractor involving transactions relating to this Agreement at no additional cost to the City. Contractor agrees that the City shall have access during 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 shall give Contractor not less than 10 days written notice of any 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, until expiration of three (3) years after final payment of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, documents, papers and records 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 not less than 10 days written notice of any intended audits. 7. Independent Contractor. It is expressly understood and agreed that Contractor shall operate as an independent contractor as to all rights and privileges granted herein, and not as agent, representative or employee of the City. Subject to and in accordance with the conditions and provisions of this Agreement, Contractor shall have the exclusive right to control the details of its operations and activities and be solely responsible for the acts and omissions of its officers,agents,servants,employees,contractors and subcontractors. Contractor acknowledges that the doctrine of respondeat superior shall not apply as between the City, its officers, agents,servants and employees,and Contractor,its officers,agents,employees,servants, contractors and CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 3 of 28 Rev. 1/2017 City Secretary Contract No. subcontractors. Contractor further agrees that nothing herein shall be construed as the creation of a partnership or joint enterprise between City and Contractor. . It is further understood that the City shall in no way be considered a Co-employer or a Joint employer of Contractor or any officers, agents, servants, employees or subcontractors of Contractor. Neither Contractor, nor any officers, agents, servants, employees or subcontractors of Contractor shall be entitled to any employment benefits from the City. Contractor shall be responsible and liable for any and all payment and reporting of taxes on behalf of itself, and any of its officers, agents,servants, employees or subcontractors. 8. LIABILITY AND INDEMNIFICATION. A.LIABILITY-CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED,TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S)OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,SERVANTS OR EMPLOYEES. B. INDEMNIFICATION - CONTRACTOR HEREBY COVENANTS AND AGREES TO INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO CONTRACTOR'S BUSINESS,AND ANY RESULTING LOST PROFITS)PERSONAL INJURY, INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE ACTS OR OMISSIONS OF CONTRACTOR, ITS OFFICERS, AGENTS, SUBCONTRACTORS, SERVANTS OR EMPLOYEES. C. INTELLECTUAL PROPERTY INFRINGEMENT — (i) The Contractor warrants that all Deliverables, or any part thereof, furnished hereunder, including but not limited to: programs, documentation, software, analyses, applications, methods, ways, and processes (in this Section 8C each individually referred to as a "Deliverable" and collectively as the "Deliverables,") do not infringe upon or violate any patent, copyrights, trademarks, service marks, trade secrets, or any intellectual property rights or other third party proprietary rights, in the performance of services under this Agreement. (ii) Contractor shall be liable and responsible for any and all claims made against the City for infringement of any patent, copyright, trademark, service mark, trade secret, or other intellectual property rights by the use of or supplying of any Deliverable(s) in the course of performance or completion of,or in any way connected with providing the services,or the City's continued use of the Deliverable(s)hereunder. (iii) Contractor agrees to indemnify, defend,settle,or pay, at its own cost and expense,including the payment of attorney's fees, any claim or action against the City for infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual property right arising from City's use of the Deliverable(s), or any part thereof, in accordance with this Agreement, it being understood that this agreement to indemnify,defend,settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So long as Contractor bears the cost and expense of payment for claims or actions against the City pursuant to this section 8, Contractor shall have the right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle CHARTER CONDAL IICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 4 of 28 Rev. 1/2017 City Secretary Contract No. or compromise any such claim; however, City shall have the right to fully participate in any and all such settlement,negotiations,or lawsuit as necessary to protect the City's interest,and City agrees to cooperate with Contractor in doing so. In the event City, for whatever reason, assumes the responsibility for payment of costs and expenses for any claim or action brought against the City for infringement arising under this Agreement, the City shall have the sole right to conduct the defense of any such claim or action and all negotiations for its settlement or compromise and to settle or compromise any such claim; however,Contractor shall fully participate and cooperate with the City in defense of such claim or action. City agrees to give Contractor timely written notice of any such claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the City's assumption of payment of costs or expenses shall not eliminate Contractor's duty to indemnify the City under this Agreement. If the Deliverable(s),or any part thereof,is held to infringe and the use thereof is enjoined or restrained or,if as a result of a settlement or compromise, such use is materially adversely restricted, Contractor shall, at its own expense and as City's sole remedy,either: (a) procure for City the right to continue to use the Deliverable(s); or(b) modify the Deliverable(s) to make them/it non-infringing, provided that such modification does not materially adversely affect City's authorized use of the Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and functionally equivalent non-infringing Deliverable(s) at no additional charge to City; or (d) if none of the foregoing alternatives is reasonably available to Contractor, terminate this Agreement, and refund all amounts paid to Contractor by the City, subsequent to which termination City may seek any and all remedies available to City under law. CONTRACTOR'S OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 10 OF THIS AGREEMENT. 9. Assignment and Subcontracting. Contractor shall not assign or subcontract any of its duties, obligations or rights under this Agreement without the prior written consent of the City. If the City grants consent to an assignment, the assignee shall execute a written agreement with the City and the Contractor under which the assignee agrees to be bound by the duties and obligations of Contractor under this Agreement.The Contractor and Assignee shall be jointly liable for all obligations under this Agreement prior to the assignment.If the City grants consent to a subcontract, the subcontractor shall execute a written agreement with the Contractor referencing this Agreement under which the subcontractor shall agree to be bound by the duties and obligations of the Contractor under this Agreement as such duties and obligations may apply. The Contractor shall provide the City with a fully executed copy of any such subcontract. 10. INSURANCE. 10.1 The Contractor shall carry the following insurance coverage with a company that is licensed to do business in Texas or otherwise approved by the City: 1. Commercial General Liability a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or b. Combined limit of not less than$1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury. c. Defense costs shall be outside the limits of liability. 2. Automobile Liability Insurance covering any vehicle used in providing services under this Agreement, including owned,non-owned,or hired vehicles,with a combined limit of not less than $1,000,000 per occurrence. CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 5 of 28 Rev. 1/2017 A City Secretary Contract No. 3. Professional Liability(Errors&Omissions)in the amount of$1,000,000 per claim and$1,000,000 aggregate limit. 4. Statutory Workers'Compensation and Employers'Liability Insurance requirements per the amount required by statute. 5. Technology Liability(Errors&Omissions) a. Combined limit of not less than$2,000,000 per occurrence; $4million aggregate or b.Combined limit of not less than$1,000,000 per occurrence; $2,000,000 aggregate and Umbrella Coverage in the amount of$4,000,000. Umbrella policy shall contain a follow-form provision and shall include coverage for personal and advertising injury.The umbrella policy shall cover amounts for any claims not covered by the primary Technology Liability policy. Defense costs shall be outside the limits of liability. (a) Coverage shall include,but not be limited to,the following: (i)Failure to prevent unauthorized access (ii)Unauthorized disclosure of information (iii)Implantation of malicious code or computer virus (iv)Fraud, Dishonest or Intentional Acts with final adjudication language (v) Intellectual Property Infringement coverage, specifically including coverage for intellectual property infringement claims and for indemnification and legal defense of any claims of intellectual property infringement, including infringement of patent, copyright, trade mark or trade secret, brought against the City for use of Deliverables, Software or Services provided by Contractor under this Agreement. Technology coverage may be provided through an endorsement to the Commercial General Liability(CGL)policy, a separate policy specific to Technology E&O,or an umbrella policy that picks up coverage after primary coverage is exhausted. Either is acceptable if coverage meets all other requirements.Technology coverage shall be written to indicate that legal costs and fees are considered outside of the policy limits and shall not erode limits of liability. Any deductible will be the sole responsibility of the Contractor and may not exceed $50,000 without the written approval of the City. Coverage shall be claims-made, with a retroactive or prior acts date that is on or before the effective date of this Agreement. Coverage shall be maintained for the duration of the contractual agreement and for two(2)years following completion of services provided. An annual certificate of insurance, or a full copy of the policy if requested, shall be submitted to the City to evidence coverage. 6. Any other insurance as reasonably requested by City. 10.2 General Insurance Requirements: 1. All applicable policies shall name the City as an additional insured thereon, as its interests may appear. The term City shall include its employees, officers, officials, agents, and volunteers in respect to the contracted services. 2. The workers' compensation policy shall include a Waiver of Subrogation(Right of Recovery) in favor of the City of Fort Worth. 3. A minimum of Thirty (30)days' notice of cancellation or reduction in limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable in the event of non-payment of premium. Notice shall be sent to the Risk Manager,City of Fort Worth, 1000 Throckmorton,Fort Worth,Texas 76102,with copies to the City Attorney at the same address. CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 6 of 28 Rev. 1/2017 City Secretary Contract No. 4. The insurers for all policies must be licensed and/or approved to do business in the State of Texas. All insurers must have a minimum rating of A-VII in the current A.M. Best Key Rating Guide, or have reasonably equivalent financial strength and solvency to the satisfaction of Risk Management. If the rating is below that required,written approval of Risk Management is required. 5. Any failure on the part of the City to request required insurance documentation shall not constitute a waiver of the insurance requirement. 6. Certificates of Insurance evidencing that the Contractor has obtained all required insurance shall be delivered to and approved by the City's Risk Management Division prior to execution of this Agreement. 11. Compliance with Laws, Ordinances,Rules and Regulations. Contractor agrees to comply with all applicable federal,state and local laws,ordinances,rules and regulations. If the City notifies Contractor of any violation of such laws,ordinances,rules or regulations, Contractor shall immediately desist from and correct the violation. 12. Non-Discrimination Covenant. Contractor,for itself,its personal representatives,assigns,subcontractors and successors in interest, as part of the consideration herein, agrees that in the performance of Contractor's duties and obligations hereunder,it shall not discriminate in the treatment or employment of any individual or group of individuals on any basis prohibited by law. If any claim arises from an alleged violation of this non-discrimination covenant by Contractor, its personal representatives, assigns, subcontractors or successors in interest, Contractor agrees to assume such liability and to indemnify and defend the City and hold the City harmless from such claim. 13. Notices. Notices required pursuant to the provisions of this Agreement shall be conclusively determined to have been delivered when (1) hand-delivered to the other party, its agents, employees, servants or representatives,(2)delivered by facsimile with electronic confirmation of the transmission,or(3)received by the other party by United States Mail,registered,return receipt requested,addressed as follows: TO THE CITY: City of Fort Worth With Copy to the City Attorney Attn: Susan Alanis,Assistant City Manager at same address 200 Texas Street Fort Worth TX 76102 Facsimile:(817)392-8654 TO CONTRACTOR: Charter Communications Operating,LLC. Attn: Victoria J. Smith,Major Account Executive 750 Canyon Drive, Ste. 500 Coppell,TX 75019 Facsimile: (469)464-4022 14. Solicitation of Employees. Neither the City nor Contractor shall, during the term of this Agreement and additionally for a period of one year after its termination, solicit for employment or employ, whether as employee or independent contractor, any person who is or has been employed by the other during the term of this CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 7 of 28 Rev. 1/2017 City Secretary Contract No. Agreement, without the prior written consent of the person's employer.This provision shall not apply to an employee who responds to a general solicitation or advertisement of employment by either party. 15. Governmental Powers. It is understood and agreed that by execution of this Agreement, the City does not waive or surrender any of its governmental powers. 16. No Waiver. The failure of the City or Contractor to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the City's or Contractor's respective right to insist upon appropriate performance or to assert any such right on any future occasion. 17. Governing Law and 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. 18. Severabilitv. 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. 19. Force Majeure. The City and Contractor shall exercise their best efforts to meet their 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. 20. Headings Not Controlling. Headings and titles used in this Agreement are for reference purposes only and shall not be deemed a part of this Agreement. 21. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed this Agreement and that the normal rules of construction to the effect that any ambiguities are to be resolved against the drafting party shall not be employed in the interpretation of this Agreement or exhibits hereto. 22. Amendments. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is set forth in a written instrument,and duly executed by an authorized representative of each party. CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 8 of 28 Rev. 1/2017 City Secretary Contract No. 23. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any documents incorporated herein by reference, contains the entire understanding and agreement between the City and Contractor, their assigns and successors in interest, as to the matters contained herein.Any prior or contemporaneous oral or written agreement is hereby declared null and void to the extent in conflict with any provision of this Agreement. 24. Counterparts. This Agreement may be executed in one or more counterparts and each counterpart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument.An executed Agreement, modification, amendment, or separate signature page shall constitute a duplicate if it is transmitted through electronic means, such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid and binding even if an original paper document bearing each party's original signature is not delivered. 25. Warrantv of Services. Contractor warrants that its services will be of a professional quality and conform to generally prevailing industry standards. City must give written notice of any breach of this warranty within thirty (30)days from the date that the services are completed. In such event, at Contractor's option, Contractor shall either(a) use commercially reasonable efforts to re-perform the services in a manner that conforms with the warranty,or(b)refund the fees paid by the City to Contractor for the nonconforming services. 26. Milestone Acceptance. Contractor shall verify the quality of each deliverable before submitting it to the City for review and approval.The City will review all deliverables to determine their acceptability and signify acceptance by execution of the Milestone Acceptance Form,which is attached hereto as Exhibit"C."If the City rejects the submission, it will notify the Contractor in writing as soon as the determination is made listing the specific reasons for rejection. The Contractor shall have ten (10) days to correct any deficiencies and resubmit the corrected deliverable.Payment to the Contractor shall not be authorized unless the City accepts the deliverable in writing in the form attached.The City's acceptance will not be unreasonably withheld. 27. Network Access. 27.1 City Network Access.If Contractor,and/or any of its employees,officers, agents,servants or subcontractors (for purposes of this section "Contractor Personnel"), requires access to the City's computer network in order to provide the services herein, Contractor shall execute and comply with the Network Access Agreement which is attached hereto as Exhibit "D" and incorporated herein for all purposes. 27.2 Federal Law Enforcement Database Access. If Contractor, or any Contractor Personnel, requires access to any federal law enforcement database or any federal criminal history record information system, including but not limited to Fingerprint Identification Records System ("FIRS"), Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") of National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems ("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR Part 20"), for the purpose of providing services for the administration of criminal justice as defined therein on behalf of the City or the Fort Worth Police Department,under this Agreement,Contractor shall comply with the Criminal CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 9 of 28 Rev. 1/2017 City Secretary Contract No. Justice Information Services Security Policy and CFR Part 20, as amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice Information Services Security Addendum.No changes, modifications,alterations,or amendments shall be made to the Security Addendum.The document must be executed as is, and as approved by the Texas Department of Public Safety and the United States Attorney General. 28. Immigration Nationalitv Act. The City of Fort Worth actively supports the Immigration&Nationality Act(INA)which includes provisions addressing employment eligibility,employment verification,and nondiscrimination. Contractor shall verify the identity and employment eligibility of all employees who perform work under this Agreement. Contractor shall complete the Employment Eligibility Verification Form (I-9), maintain photocopies of all supporting employment eligibility and identity documentation for all employees, and upon request, provide City with copies of all I-9 forms and supporting eligibility documentation for each employee who performs work under this Agreement. Contractor shall establish appropriate procedures and controls so that no services will be performed by any employee who is not legally eligible to perform such services. Contractor shall provide City with a certification letter that it has complied with the verification requirements required by this Agreement. Contractor shall indemnify City from any penalties or liabilities due to violations of this provision. City shall have the right to immediately terminate this Agreement for violations of this provision by Contractor. 29. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2, if either City or Contractor has a claim, dispute,or other matter in question for breach of duty,obligations,services rendered or any warranty that arises under this Agreement,the parties shall first attempt to resolve the matter through this dispute resolution process. The disputing party shall notify the other party in writing as soon as practicable after discovering the claim, dispute,or breach. The notice shall state the nature of the dispute and list the party's specific reasons for such dispute. Within ten(10) business days of receipt of the notice, both parties shall commence the resolution process and make a good faith effort,either through email,mail,phone conference,in person meetings,or other reasonable means to resolve any claim,dispute, breach or other matter in question that may arise out of,or in connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)days of the date of receipt of the notice of the dispute,then the parties may submit the matter to non-binding mediation in Tarrant County, Texas, upon written consent of authorized representatives of both parties in accordance with the Industry Arbitration Rules of the American Arbitration Association or other applicable rules governing mediation then in effect.The mediator shall be agreed to by the parties.Each party shall be liable for its own expenses, including attorney's fees; however, the parties shall share equally in the costs of the mediation. If the parties cannot resolve the dispute through mediation,then either party shall have the right to exercise any and all remedies available under law regarding the dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in accordance with this informal dispute resolution process,the parties agree to continue without delay all of their respective duties and obligations under this Agreement not affected by the dispute.Either party may,before or during the exercise of the informal dispute resolution process set forth herein,apply to a court having jurisdiction for a temporary restraining order or preliminary injunction where such relief is necessary to protect its interests. 30. Contractor acknowledges that in accordance with Chapter 2270 of the Texas Government Code, the City is prohibited from entering into a contract with a company for goods or services unless the contract contains a written verification from the company that it:(1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. The terms "boycott Israel"and"company"shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing this contract, CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 10of28 Rev. 1/2017 City Secretary Contract No. Contractor certifies that Contractor's signature provides written verification to the City that Contractor: (1)does not boycott Israel;and(2)will not boycott Israel during the term of the contract. 31. Reporting Requirements. For purposes of this section,the words below shall have the following meaning: Child shall mean a person under the age of 18 years of age. Child pornography means an image of a child engaging in sexual conduct or sexual performance as defined by Section 43.25 of the Texas Penal Code. Computer means an electronic, magnetic, optical, electrochemical, or other high-speed data processing device that performs logical, arithmetic, or memory functions by the manipulations of electronic or magnetic impulses and includes all input, output, processing, storage, or communication facilities that are connected or related to the device. Computer technician means an individual who,in the course and scope of employment or business,installs, repairs, or otherwise services a computer for a fee. This shall include installation of software, hardware, and maintenance services. If Contractor meets the definition of Computer Technician as defined herein,and while providing services pursuant to this Agreement, views an image on a computer that is or appears to be child pornography, Contractor shall immediately report the discovery of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the National Center for Missing and Exploited Children.The report must include the name and address of the owner or person claiming a right to possession of the computer, if known,and as permitted by law.Failure by Contractor to make the report required herein may result in criminal and/or civil penalties. 32. Signature Authoritv. The person signing this agreement hereby warrants that he/she has the legal authority 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. This Agreement, and any amendment(s) hereto,may be executed by any authorized representative of Contractor whose name,title and signature is affixed on the Verification of Signature Authority Form, which is attached hereto as Exhibit "E" and incorporate herein by reference.Each party is fully entitled to rely on these warranties and representations in entering into this Agreement or any amendment hereto. 33. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4(Duties and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6(Right to Audit),and Section 8(Liability and Indemnification)shall survive termination of this Agreement. CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 11 of 28 Rev. 1/2017 City Secretary Contract No. Executed in multiples this the 14 day of December 20_ AGREED: AGREED: CITY OF FORT WORTH: CHARTER COMMUNICATIONS �l OPEI% ^ Ea h a n By; V By:Director�o�fSales Susan Alanis, Name:Victoria J.Smith Assistant City Manager Title:Major Account Executive Date: I '?, 3 ,� -Ju I--) Date: Dec 14, 2017 Contract Compliance Manager: ATTEST: By signing, I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all perforrmantce and reporting requirements. By: Name Title Steve Strei e 12. / is/17 IT Sol tt�io�Assistant Director OR ATT By. Ma Ka ser, Z Cit Secretary APPROVED AS TO FORM AND L LxlQ1�J By( `C Paige ebane, Assistant City Attorney I CONTRACT AUTHORIZATION: M&C: P-12119 Date Approved: 11/7/2017 Form 1295 Certification No.: 2017-193833 CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 12 of28 Rev.1/2017 Sonya Callahan E-signed 2017-12-1401:59PM MST OFFICIAL RECORD sonya.callahan@charter.com CITY 3ECRETARY Director of Sales �.�WOMB TX Document Integrity Verified Adobe Sign Transactio _ HjswwyZfaCdg[TG City Secretary Contract No. EXHIBIT A STATEMENT OF WORK I. SCOPE OF SERVICES 1.0 Television Services 1.1 Contractor shall provide at least a two(2)tier selection of basic cable(local and national news and weather stations included),and enhanced television channel packages; 1.2 If the installation of any wiring and/or equipment is necessary,the City shall have the Vendor install such equipment and/or wiring at an additional cost as agreed to in writing by both parties,rates and unit prices for the services shall be included in a proposal.The monthly cost to provide such service will be at the same unit cost as outlined in the contract that will result from this process; 1.3 In addition, it is also possible that there shall be areas removed from this contract for various reasons(including,but not limited to such things as building decommissioning,service is no longer required,building lease has expired or shall not be renewed,etc.)and if that does occur,the monthly cost shall be reduced at the same unit cost as outlined in the contract that shall result from this process. These changes shall be made by written notice from the City to the Vendor, and shall be effective as listed in the notice from the City; 1.4 The City shall own the cable wiring,material and equipment that comprises the cable distribution system at the conclusion of the current contract; 1.5 The Contractor shall be responsible for providing all other cabling and equipment necessary, for signal distribution in the service areas; 1.6 The Contractor shall provide wiring and equipment necessary to provide service to any new buildings or facilities at an additional agreed upon cost; 1.7 The City shall be responsible to provide the required cable from the cable TV jack to the TV, 1.8 The City shall not be required to have, purchase or lease any additional equipment, in order to receive the basic TV services as outlined in the contract; 1.9 The cable distribution plant shall be owned by the City at the conclusion of the current contract. 2.0 Internet Services 2.1 The Contractor shall provide business internet class of service or better; 2.2 The Contractor shall provide internet speeds of at least 100 megabits per second(Mbps) service(100 Megabyte down&7 Megabyte up); 2.3 The Contractor shall provide service support and allow Virtual Private Network(VPN) tunnel connectivity. CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 13 of28 Rev. 1/2017 City Secretary Contract No. 3.0 Dark Fiber Services 3.1 The Contractor shall provide dark fiber optic strands to City facilities, for use as part of the City of Fort Worth's network. 4.0 Term 4.1 The initial contract rate shall remain in effect for at least the first three(3)years of the contract.Any agreed upon renewals shall include a rate adjustment if agreed to by both parties.The renewal agreements(including rate adjustments)and any contract addenda shall be in writing and signed by representatives of the City and the Contractor.Price decreases shall be passed on to the City immediately. 5.0 Billing 5.1 The Contractor shall provide a single bill for all services to the Information Technology Solutions Department; 5.2 The Contractor's invoices shall include location and City department for each drop.A sample of Itemized invoice for multi-drop and multi-location organizations shall be included in the submitted proposal; 5.3 The Contractor shall provide an assigned account representative and supervisor per service type (TV, internet,etc.),to respond to requests for activations, deactivation and billing inquiries.The representative shall manage the City's account to liaison activities eliminating the need to call customer service line for the general public. 6.0 Trouble Reporting and Problem Resolution 6.1 Contractor shall provide the following in order to manage poor reception issues and service outages: • Telephone number for reporting problems 24 hours x 7 days; • Respond within one(1)hour with an update on problem resolution; • If on-site presence is required to resolve problems,Vendor shall be on-site within four(4) hours from the time the trouble is reported; • For emergency service the Vendor shall be able to have personnel on-site in less than two (2) hours if service restoration requires on-site presence. The City shall determine what constitutes as emergency service. • The Vendor shall provide no less than 48-hour notification prior to any planned maintenance and immediate notification for any unplanned maintenance affecting Internet services. 7.0 Service Level Agreements(SLA)and Service Credits for Dark Fiber 7.1 If SLA One(1)and Two(2)are missed,only the higher percentage will betaken for calculation. SLA Three(3)will be calculated exclusively. 7.2 Outage reports to be sent in prior agreed manner, all maintenance outage not reported will be calculated against SLA. SLA for each location to be reported on a monthly basis. CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 14 of 28 Rev. 1/2017 City Secretary Contract No. 7.3 Service Credits for Dark Fiber Severity Level Event Response Time Resolution SLA Service Credit Time One(1) Minor Issue 30 mins 4 hours 95% 5% of next monthly bill Two(2) Major Issue 15 mins 2 hours 98% 7% of next monthly bill Severity Level Overall Uptime SLA Three(3) 1 99.99% 5%of the next bill 8.0 Television Locations Address Number Drops 3900 Barnett St. 47 350 W.Belknap 43 200 Texas St. 41 275 W. 13th 25 1100 Nashville 17 1000 Cherry St. 16 3401 W. Lancaster 14 S01 Jones 13 3000 W. Bolt 12 5001 James 10 120 Pecan 9 2500 N. Houston 9 3128 W. Bolt 9 4100 Columbus Trail 9 1600 Glasgrow Rd. 8 3201 Portales 8 4209 Longstraw 8 120 NW.22nd St. 7 2605 Carnation 7 715 Texas St. 7 8501 Spring St. 7 1000 Throckmorton St., 6 Municipal Court Building 10201 White Settlement 6 1201 Houston 6 14650 Statler 6 1608 11th Ave 6 2575 Polaris 6 CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 15 of 28 Rev. 1/2017 City Secretary Contract No. 3100 Azle 6 3209 Hemphill 6 4416 Southwest Blvd 6 4700 Ramey 6 5045 Columbus Trail 6 1300 Everman 5 1601 Lipscomb 5 1908 Carleton 5 2737 Meadowbrook 5 2900 W. Bolt 5 2920 W. Bolt 5 3101 Forest Ave. 5 3801 N. Main 5 5333 Lea Crest 5 5933 Geddes 5 6400 Westcreek 5 900 Monroe 5 908 Monroe 5 925 Morrison 5 205 University 4 2954 Old Mansfield 4 3242 Lackland 4 400 Grand 4 4849 Wilbarger 4 500 W.3rd 4 5200 Hemphill 4 5565 Truman Dr. 4 5650 E. Lancaster 4 6201 Beaty 4 818 Missouri 4 1100 NW. 18TH 3 1101 12th Ave 3 1515 11th Ave TELECOM 3 1701 NE 36th St. 3 2500 Brennan 3 2950 Roosevelt 3 4237 Lafayette 3 4932 Wilbarger 3 6773 Camp Bowie Blvd 3 850 Irma 3 1130 Founier 2 CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 16 of 28 Rev. 1/2017 City Secretary Contract No. 1511 11th Ave.SCADA 2 212 East Felix 2 4001 Library 2 5021 James 2 7451 N. Beach 2 1300 NE.35th 1 2201 Dagggett Ave 1 2800 Stark 1 2913 Yucca 1 311 W. 10th 1 3551 New York Ave. 1 3628 Bernie Anderson 1 3741 SW. Loop 820 Ste 204 1 3816 Kimberly 1 4205 Basswood 1 4300 E. Berry 1 5000 MLK 1 5004 Avenue G 1 501 E. Bolt 1 601 Park 1 9.0 Business Internet Locations 1000 Calvert St. 1000 Throckmorton St. 1013 Cherry St. 102 NW 28TH ST. 10201 White Settlement Rd 1051 Woodhaven Blvd. 1062 Evans Ave. 1100 Nashville Ave. 1100 NW 18th 1101 12TH Ave. 11400 Willow Springs Rd. 1150 SOUTH Fwy. 120 N. Pecan St. 120 NW.22nd St 1201 E. Maddox 12200 Old Weatherford Rd. 1224(1300) Everman Pkwy. 13280 Park Vista Blvd. 13725 Wing Way CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 17 of 28 Rev. 1/2017 City Secretary Contract No. 13725 Wing Way/Stone road 14101 Sendera Ranch Blvd. 14650 Stater Blvd. 1500 11th Ave. 1501 Poly Fwy. 1511 11th Ave. 1600 Glasgow Rd. 1601 E. Lamar 1601 Lipscomb 1700 Brennan Ave. 1701 NE. 36 St. 1801 North South Fwy. 1801 South Fwy. 1815 Jensen Rd. 1851 Jacksboro 1900 Texan Dr. 1908 Carelton Ave. 201 Holloway Ct. 201 S. Sylvania 205 University Dr. 2100 Log Cabin Village 212 E. Felix St. 2201 W.Daggett Ave. 2250 Alliance Blvd. 2300 Ave.H 2421 Westport Parkway#800 2490 Precinct Line Rd. 2500 Brennan Ave. 2500 N Houston St. 2500 Southeast Loop 820 2521 Hwy. 114 2525 E. Rosedale 2525 Joe B. Rushing Blvd. 2575 Polaris Dr. 2601 Timberline Dr. 2605 Carnation Ave. 2737 Meadowbrook Dr. 2800 Stark St. 2901 Crestline 2913 Yucca Ave. 2920 W.Bolt St CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 18 of 28 Rev. 1/2017 City Secretary Contract No. 2940 Precinct Line Rd. 2950 Old Mansfield Rd. 2950 Roosevelt 2954 Old Mansfield Rd. 300 NE 35TH St. 3000 W. Bolt St. 3001 N. Fwy. 3100 Azle Ave. 3101 Forest Ave. 3128 W. Bolt St. 3201 Portales Dr. 3209 Hemphill St. 3220 Botanic Gardens Blvd. 3242 Lackland Rd. 3401 W. Lancaster Ave. 3408 W. Fwy. 3501 South Hills Ave. 3525 Marquita Dr. 3551 New York Ave. 3628 Bernie Anderson Ave. 3700 E. Belknap 3741 SW. LOOP 820 3801 N. MAIN ST. 3816 Kimberly Ln. 400 Grand Ave. 4001 Library Ln. 401 M LK Fwy. 401 W. 13th St. 4017 Falcon Wy_ 4100 Columbus Trl. 4200 South Fwy. 4205 Basswood 4209 Longstraw Dr. 4237 Lafayette 4300 E. BERRY St. 4400 Buffalo Rd. 4416 SW. Blvd. 4500 WILMA Ln. 4600 Broadview 4680 McPherson Blvd, 4700 Ramey Ave, CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 19 of 28 Rev. 1/2017 City Secretary Contract No. 4705 Ray White Rd. 4721 Ray White Rd. 4800 SW.Loop 820 4849 Wilbarger St. 4900 Horne St. 4900 Martin St. 4932 Wilbarger St. 4936 McPherson Blvd. 500 W.3rd 500 W. 3rd St. 5000 Martin Luther King Fwy. 5001 James Ave. 501 E. Bolt St. 501 Jones St. 504 NW.35th 5045 Columbus Trl. 505 W. Felix St. 5060 Ave. G 5060 Ave.G 5200 Hemphill St. 5320 Trail Lake Dr. 5333 Lea Crest Ln. 541 North Main St. (formerly 801 Grove St.) 5565 Truman Dr.76 5650 E. Lancaster Ave. 5721 Boat Club Rd. 5933 Geddes Ave. 600 Congress 601 Park St. 6124 S. Hulen St. 615 Sycamore 6201 Beaty 6228 Crystal Lake Dr. 6300 Welch 6301 BRIDGE St. 6400 Bridge St. 6400 Pecan Valley Dr. 6400 Westcreek Dr. 6801 Bowman Roberts Rd. 6857 A Green Oaks 6869 Bowman Roberts Rd. CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 20 of 28 Rev. 1/2017 City Secretary Contract No. 715 Texas St. 7151 Calmont Ave. 7451 N. Beach#180 7500 Surfside Dr. 7555 Oakmont Blvd. 7601 John T.White Rd. 7650 McCart Ave. 801 Cherry St. 2901 Texas Sage TH. 850 Irma St. 8510 Spring St. 8851 Camp Bowie W. Blvd. 908 N. Southland 920 Roberts Cutoff, River Oaks 959 E. Rosedale St. 9601 Fossil Ridge 10.0 Dark Fiber Locations 3220 Botanic Garden Blvd. 1013 Cherry St. 2201 W. Dagget 715 1/2 Texas St. 1500 11th Ave. 1515 lith Ave. 3000 W. Bolt St. 3000 W. Bolt St. 1000 Calvert St. 3525 Marquita Dr. 3401 W. Lancaster Ave. 2920 W. Bolt St. 5001 James Ave.,Ste.202 4200 So Fwy. 3128 W. Bolt St. 7650 McCart Ave. 4100 Columbus Trl. CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 21 of 28 Rev. 1/2017 EXHIBIT B COST SCHEDULE Charter Communications Response to RFP 17-0245 Exhibit E Cost Schedule Service Tier Monthly Cost Add/Delete Costs One Time Costs Minimum Commitment Basic TV $29.99 $6.99 per Set Top $99.00 Initial N/A Month to Month Box Install $99.00 for each additional order for new equipment Select TV $59.99 $6.99 per Set Top $99.00 Initial N/A Month to Month (includes Basic) Box Install $99.00 for each additional order for new equipment 100x7MB Year 1 $99.99 $99.00 N/A Month to Month Internet ($169.99-$70 discount) Year 2+$119.99 ($169.99 -$50 discount) 1. The following locations for High Speed Data Internet are out of Charter footprint and are not included in the annual pricing: a. 11400 Willow Springs Rd b. 2250 Alliance Blvd c. 2421 Westport#800 d. 24900 Precinct Line Rd e. 1501 S Poly Fwy Service Rd. f. 2500 SE Loop 820 2. The following location is serviceable by Legacy TWC and is included in the annual pricing. a. 1601 E Lamar 3. The following locations exceed Charter capital expense cost and customer will have to pay a one- time cost for the difference. a. 13280 Park Vista Blvd b. 14101 Sendera Ranch Blvd c. 2100 Log Cabin Village Ln d. 2525 Joe B Rushing Blvd Spectrum Enterprise April 27,2017 Page 18 Annual Costs Cable TV—Basic 564 drops x$6.99 per month Set Top Box=$3,942.36 87 locations x$29.99 per month =$2,523,00 Total per month $6,465.36 x 12 months=$77,584.32 annually Installation One time Cost 87 locations x$99.00= $8,613.00 NRC Cable TV—Select(includes basic) 564 drops x$6.99 per month Set Top Box= $3,942.36 87 locations x$59.99 per month =$5,219.13 Total per month$9,161.49 x 12 months=$109,937.88 annually Installation One time Cost 87 locations x$99.00=$8,613.00 NRC High Speed Data Internet Year 1 152 locations x$99.99/month =$15,198.48 x 12 months= 182,381.76 annually Installation One time cost— 152 locations x$99.00 install = $15,048.00 NRC High Speed Data Internet Year 2+ 152 locations x $119.99/month =$18,238.48 x 12 months=$218,861.76 annually Installation One time cost— 152 locations x$99.00 install $15,048.00 NRC Spectrum Enterprise April 27,2017 Page 19 Dark Fiber Service—3 or 5 year term ,Name Location Name Location MRC Botanic Gardens 3220 Botanic City Hall 1000 Throckmorton St. Garden Blvd $437.25 City Services 1013 Cherry St City Hall 1000 Throckmorton St. $44.13 City Services 2201 W Daggett City Hall 1000 Throckmorton St. $250.47 Fire Station#2 715 Texas City Hall 1000 Throckmorton St. $48.16 Holly Water treatment 150011th Ave City Hall 1000 Throckmorton St. $281.80 IT/Telecom 1515 11th Ave City Hall 1000 Throckmorton St. $260.74 PD/Fire Comm Center 3000 Bolt St City Hall 1000 Throckmorton St. $902.31 PD/Fire Comm Center 3000 Bolt St City Hall 1000 Throckmorton St. $836.25 Police/Fire Training 1000 Calvert St City Hall 1000 Throckmorton St. $206.32 Police West Division 3525 Marquita Dr City Hall 1000 Throckmorton St. $1,055.02 Will Rogers 3401 W. Lancaster City Hall 1000 Throckmorton St. Ave $360.67 Fire Equipment 2920 W Boit St PD/Fire Comm 3000 Bolt St Center $21.17 James Ave Center 5001 James Ave PD/Fire Comm 3000 Bolt St Ste 202 Center $70.05 LaGrand Plaza 4200 S. Freeway PD/Fire Comm 3000 Bolt St Center $333.20 Police South Division 3128 W.Bolt PD/Fire Comm 3000 Bolt St Center $20.40 NPD8 7650 McCart Ave Equipment Services 4100 Columbus Trail $23.99 Equipment Services 4100 Columbus Trl LaGrand Plaza 4200 S. Freeway $277.12 TOTAL $5,434.03 Pricing;is valid for 60 days §p�ctrurr E rterpri;e April 27,2017 Pa 20 City Secretary Contract No. EXHIBIT C MILESTONE ACCEPTANCE FORM Services Delivered: Milestone/Deliverable Ref.#: Milestone(Deliverable Name: Unit Testing Completion Date: Milestone/Deliverable Target Completion Date: Milestone/Deliverable Actual Completion Date: Approval Date: Comments(if needed): Approved by Contractor: Approved by City Department Director: Signature: Signature: Printed Name: Printed Name: Title: Title: Date: Date: For Director Use Only Contracted Payment Amount: Adjustments,including penalties: Approved Payment Amount: CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 25 of28 Rev. 1/2017 City Secretary Contract No. EXHIBIT D NETWORK ACCESS AGREEMENT 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 cable television, internet and dark fiber services. In order to provide the necessary support, Contractor needs access to intranet systems to which Contractor requires access, i.e.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 cable television, internet and dark fiber 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 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. Services are being provided in accordance with City Secretary Contract No. Contract No.. Services are being provided in accordance with City of Fort Worth Purchase Order No. PO No. [x]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 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 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. 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 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,terminate the Agreement,and pursue any other remedies that the City may have under this Agreement or at law or in equity. CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 26 of 28 Rev. 1/2017 City Secretary Contract No. 5.1 Notice to Contractor Personnel—For purposes of this section,Contractor Personnel shall include all officers, agents, servants, employees, or representatives of Contractor. Contractor shall be responsible for specifically notifying all Contractor Personnel who will provide services to the City under this agreement of the following City requirements and restrictions regarding access to the City's Network: (a) Contractor shall be responsible for any City-owned equipment assigned to Contractor Personnel,and will immediately report the loss or theft of such equipment to the City (b) Contractor, and/or Contractor Personnel, shall be prohibited from connecting personally- owned computer equipment to the City's Network (c) Contractor Personnel shall protect City-issued passwords and shall not allow any third party to utilize their password and/or user ID to gain access to the City's Network (d) Contractor Personnel shall not engage in prohibited or inappropriate use of Electronic Communications Resources as described in the City's Administrative Regulation D7 (e) Any document created by Contractor Personnel in accordance with this Agreement is considered the property of the City and is subject to applicable state regulations regarding public information (f) Contractor Personnel shall not copy or duplicate electronic information for use on any non- City computer except as necessary to provide services pursuant to this Agreement (g) All network activity may be monitored for any reason deemed necessary by the City (h) A Network user ID may be deactivated when the responsibilities of the Contractor Personnel no longer require Network access 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 notice,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 representatives 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 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 Contractor-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. ACCEPTED AND AGREED: CITY OF FORT WORTH: CHARTER COMMUNICATIONS OPERATING, " LLCSo�ya Callahan )_ Sonya Callahan(Dec 14,2n By: By: Director of Sales §tlLwlAlanis, Name:Victoria J.Smith Assistant Ci M ager Title:Major Account Executive Date: a, 1 3-�) I -) Date: APPROVED AS TO FORM ATTEST: :DSGAL' Y: By: Paige Me Mary Kayser Assistant City Attorney I City Secretary CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 27 of 28 Rev.1/2017 Sonya Callahan E-signed 2017-12-14 01:59PM MST sonya.callahan@charter.com Director of Sales P4 Document Integrity Verified Adobe Sign Transaction Number.CBJCHBCAABAAf567sOx2S5m kfHHjBw6a4YZfaCdglTG City Secretary Contract No. EXHIBIT E VERIFICATION OF SIGNATURE AUTHORITY Full Legal Name of Company:Charter Communications Operating,LLC. Full Business Address: 750 Canyon Drive,Ste.500,Coppell,TX 75019 Services to be Provided:To provide television,internet and/or dark fiber access. Execution of this Signature Verification Form ("Form")hereby certifies that the following individuals and/or positions have the authority to legally bind the Company and to execute any agreement,amendment or change order on behalf of Company.Such binding authority has been granted by proper order,resolution, ordinance or other authorization of Company. The City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any agreement or amendment with Company.Company will submit an updated Form within ten (10) business days if there are any changes to the signatory authority.The City is entitled to rely on any current executed Form until it receives a revised Form that has been properly executed by the Company. 1. Name: Sonya Callahan Position: Director of Sales &ova Callahan S—Callahan(Dec 14,2017) Signature 2. Name: Position: Signature 3. Name: Position: Signature Name: Sonva Callahan Sonya Callahan(Dec 14,2017) Signature of President/CEO Director of Sales Other Title: Date: Dec 14.2017 CHARTER COMMUNICATIONS OPERATING,LLC. Professional Services Agreement-Technology Page 28 of 28 Rev.1/2017 Sonya Callahan E-signed 2017-12-14 01:59PM MST sonya.callahan@charter.com Director of Sales '6W,Document Integrity Verified Adobe Sign Transaction Number.CBJCHBCAABAAf567sOx255m kfHHjBw6a4YZfaCdglTG City of Fort Worth, Texas Mayor and Council Communication COUNCIL ACTION: Approved on 11/7/2017 DATE: Tuesday,November 7,2017 REFERENCE NO.: **P-12119 LOG NAME: 13P17-0245 CABLE TV INTERNET DRK FIBER DG IT SUBJECT: Authorize Non-Exclusive Purchase Agreements with AT&T Corporation,Charter Communications Operating,LLC,Windstream Services,LLC and Amendment to City Secretary Contract No.47307 with Zayo Group,LLC for Television, Internet and Dark Fiber Services for the Information Technology Solutions (ITS)Department at Various Locations Citywide in a Total Amount Up to $480,000.00 for an Initial Three-Year Term(ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize entering into a non-exclusive three-year purchase Agreements with AT&T Corporation,Charter Communications Operating,LLC,Windstream Services,LLC and amendment to City Secretary Contract No.47307 with Zayo Group,LLC, to provide television,internet and dark fiber services at various locations Citywide, for the ITS Department in an amount up to$480,000.00 for the initial three-year term; $160,000.00 for the fust renewal year; $160,000.00 for the second renewal year. DISCUSSION: The Information Technology Solutions(ITS)Department will use these Agreements to provide television,internet and dark fiber services at various locations Citywide,for new and existing City facilities. The City has approximately 150 facilities with television services with 600 drops, business internet services to approximately 160 locations and dark fiber services to 17 locations for use as part of the City's network. BID ADVERTISEMENT-This bid was advertised in the Fort Worth Star-Telep-ram on March 29,2017,April 5,2017,April 12,2017,April 19,2017 and April 26,2017. Fifty-Seven vendors were solicited from the Purchasing database system;Five responses were received. PRICE ANALYSIS -The unit prices are 75 percent higher than the pricing on the previous annual Agreement awarded in June 16,2015(M&C C-26580),due to the addition of dark fiber services. Staff reviewed the proposal pricing and certified that the prices offered by the recommended vendors are fair and reasonable. BID TABULATION-See attached bid tabulation. M/WBE 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 Ordinance,because the purchase of goods or services is from sources where subcontracting or supplier opportunities are negligible. AGREEMENT TERM-Upon City Council's approval,this Agreement shall commence on November 8,2017 and shall expire on November 7,2020. RENEWAL OPTIONS-The Agreement may be renewed for up to two additional one-year terms by mutual agreement of the parties. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. ADMINISTRATIVE CHANGE ORDER-An administrative change order or increase may be made by the City Manager in the amount up to$50,000.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. FISCAL.INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available within the existing appropriations of the Information Technology Solutions Department for these expenditures and that prior to an expenditure being made,the Information Technology Solutions Department has the responsibility to validate the availability of funds. BQN\17-0245\DG FUND IDENTIFIERS(FIDs)o 10 Department Account Project Program Activity Budget Reference# Amount Fund ID ID year (Chartfield 2) FROM Department Project Program Activity Budget Reference# Amount Fund ID Account ID year (Chartfield 2) CERTIFICATIONS: Submitted for City Manager's Office by* Susan Alanis (8180) Originating Department Head: Aaron Bovos (8517) Additional Information Contact: Cynthia B.Garcia (8525) Darian Gavin (2057) ATTACHMENTS 1. 17-0245 Sieved Waiver.pdf (CFW Internal) 2. ATT EPLS.pdf (CFW Internal) 3. Bid Tabulation RFP 17-0245,pdf (Public) 4. CHARTER COMMUNICATIONS HOLDING COMPANY LLC EPL.S.pd (cFw Intemal) 5. Form 1295 -Windstram.pdf (Public) 6. Form 1295 ATT. do f (Ih,blic) 7. Form 1295 Spectrum Ent JC Balev.pdf (Public) 8. Form 1295 Spectrum Ent V Smith R Johnson.pdf (Public) 9. Form 1295 Zavo Q=.12df (Public) 10. Requisition,pdf (CFW Intemal) 11. WINDSTREAM CORPORATION EPLS.ndf (cFw intemal) Q-Iul 'ZI / ACOORV ADDITIONAL REMARKS SCHEDULE AGENCY NAMED INSURED One Federal Street Charter Communications, Inc. Boston, MA 02110 USA 400 Atlantic Street Stamford, CT 06901 EFFECTIVE DATE: 01/01/2017 ADDITIONAL REMARKS THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER: 25 FORM TITLE: Certificate of Liability Insurance Certificate Reference: 197271 ,dditional language or wording: 'VIDENCE OF INSURANCE rORKERS COMPENSATION POLICY INFORMATION insurer Policy Number Effective Date Expiration Date ..----------------------------------------------------------------------------------------- 014649696 (MA,WA,WI,WY) 1/1/2017 1/1/2018 S 014649697 (AOS1 1/1/2017 1/1/2018 B 014649698 (MN) 1/1/2017 1/1/2018 B 014649699 (AZ,IL,KY,NC,NH,NJ,PA,UT,VA,VT) 1/1/2017 1/1/2018 B 014649700 (ME) 1/1/2017 1/1/2018 5 014649701 (CA) 1/1/2017 I/l/2018 014649702 (FL) 1/1/2017 1/1/2018 harter Communications, Inc. dba Spectrum and their Subsidiaries, associated, affiliated and inter-related companies; Controlled or majority (more than 50t) owned partnerships, limited liability companies; Interest only in (or its subsidiaries' interest in) any other partnerships or joint ventures or limited liability companies; Interest in (or its subsidiaries' interest in) any company or organization coming under its active management or control; Any entity or party required to be insured under any contract or agreement which may now exist, may have previously existed, or may hereafter be created or acquired. American Cable Entertainment Company, Athens Cablevision, LLC, Bresnan Broadband Holdings, LLC, Bresnan Broadband of Colorado, LLC, Bresnan Broadband of Montana, LLC, ,resnan Broadband of Utah, LLC, Bresnan Broadband of Wyoming, LLC, Bresnan Communications, LLC, Bresnan Digital Services, LLC, Bresnan Microwave of MT, LLC, Bright House networks Information Systems (Alabama), LLC, Bright House Networks Information Systema (California), LLC, Bright House Networks Information Systems (Florida), LLC, Bright (euse Networks Information Systems (Indiana), LLC, Bright House Networks Information Systema (Michigan), LLC, Bright House Networks, LLC, Cable Equities Colorado, LLC , C 0, LLC , CC Michigan, LLC , CC Systems, LLC, CC VIII Fiberlink, LLC, CC VIII Operating, LLC , CCO SoCal I, LLC, CCO Socal II, LLC, Charter Advanced Services (AL), LLC, :7harter Advanced Services (CA), LLC, Charter Advanced Services (CO), LLC, Charter Advanced Services (CT), LLC, Charter Advanced Services (GA), LLC, Charter Advanced �ervicea (IL), LLC, Charter Advanced Services (LA), LLC, Charter Advanced Services (MA), LLC, Charter Advanced Services (MD), LLC, Charter Advanced Services (MI), LLC, "harter Advanced Services (MN), LLC, Charter Advanced Services (MO), LLC, Charter Advanced Services (ME), LLC, Charter Advanced Services IMT), LLC, Charter Advanced ;ervices (NC), LLC, Charter Advanced Services (ME), LLC, Charter Advanced Services (NH), LLC, Charter Advanced Services (MV), LLC, Charter Advanced Service& (NY), LLC, :harter Advanced Services (OR), LLC, Charter Advanced 4 Services (SC), LLC, Charter Advanced Services (TN), LLC, Charter Advanced Services (TX), LLC , Charter Advanced ;ervices (UT), LLC, Charter Advanced Services (VA), LLC, Charter Advanced Services (VTI, LLC, Charter Advanced Services (WA), LLC, Charter Advanced Services (WI), LLC, :7harter Advanced Services (WY), LLC, Charter Advanced Services VIII (MI), LLC, Charter Advanced Services VIII (MN), LLC, Charter Advanced Services VIII (WI), LLC, Charter `able Partners, LLC, Charter Communications Entertainment I, LLC , Charter Communications Entertainment II, LLC , Charter Communications Entertainment VII, LLC , Charter 'ommunications Operating, LLC, Charter Communications Properties LLC Charter Communications Vi, L.L.C. , Charter Communications, LLC , Charter Fiberlink- Alabama, LLC , :harter Fiberlink - Georgia, LLC , Charter Fiberlink - Illinois, LLC Charter Fiberlink - Maryland II, LLC, Charter Fiberlink -Michigan, LLC, Charter Fiberlink - °iaaouri, LLC , Charter Fiberlink - Nebraska, LLC , Charter Fiberlink - Pennsylvania, LLC, Charter Fiberlink - Tennessee, LLC Charter Fiberlink AR-CCVII, LLC, Charter Fiberlink CA-CCO, LLC , Charter Fiberlink CC VIII, LLC, Charter Fiberlink CCO, LLC, Charter Fiberlink CT-CCO, LLC , Charter Fiberlink LA-CCO, LLC , Charter Fiberlink ?.A-CCO, LLC , Charter Fiberlink MS-CCVI, LLC , Charter Fiberlink NC-CCO, LLC , Charter Fiberlink NH-CCO, LLC, Charter Fiberlink NV-CCVII, LLC , Charter Fiberlink NY-CCO, .LC , Charter Fiberlink OH-CCO, LLC , Charter Fiberlink OR-CCVII, LLC , Charter Fiberlink SC-CCO, LLC , Charter Fiberlink TX-CCO, LLC , Charter Fiberlink VA-CCO, LLC , 'harter Fiberlink VT-CCO, LLC Charter Fiberlink WA-CCVII, LLC , Charter Video Electronics, LLC, DukeNet Communications LLC, Falcon Cable Media, a California Limited :lartnership, Falcon Cable Systems Company II, L.P. , Falcon Cablevision, a California Limited Partnership , Falcon Community Cable, L.P. , Falcon Community Ventures I .,invited Partnership, Falcon First Cable of the Southeast, LLC, Falcon Telecable, a California Limited Partnership , Falcon Video Communications, '.P. , Hometown T.V., LLC, ;PI Acquisition Co. LLC, Insight Communications Midwest, LLC, Insight Communications of Central Ohio, LLC, Insight Kentucky Partners II, L.P., Interlink Communications I�aitners, LLC , Long Beach LLC, Marcus Cable, LLC, Marcus Cable Associates, L.L.C. , Marcus Cable of Alabama, L.L.C. , Midwest Cable Communications, LLC, NaviSite LLC, 7ceanic Time Warner Cable LLC, Peachtree Cable TV, L.P. , Renaissance Media LLC , Rifkin Acquisition Partners, LLC , Robin Media Group, LLC, Scottsboro TV Cable, LLC, The ielicon Group, L.P., Time Warner Cable Business LLC, Time Warner Cable Enterprises LLC, Time Warner Cable Information Services (Alabama), LLC, Time Warner Cable Information ,ervices (Arizona), LLC, Time Warner Cable Information Services (California), LLC, Time Warner Cable Information Services (Colorado), LLC, Time Warner Cable Information >ervices (Hawaii), LLC, Time Warner Cable Information Services (Idaho), LLC, Time Warner Cable Information Services (Illinois), LLC, Time Warner Cable Information Services :Indiana), LLC, Time Warner Cable Information Services (Kansas! LLC, Time Warner Cable Information Services (Kentucky), LLC, Time Warner Cable Information Services 'Maine), LLC, Time Warner Cable Information Services (Massachusetts), LLC, Time Warner Cable Information Services (Michigan), LLC, Time Warner Cable Information Services ;Missouri), LLC, Time Warner Cable Information Services (Nebraska), LLC, Time Warner Cable Information Services (New Hampshire), LLC, Time Warner Cable Information Services :New Jersey), LLC, Time Warner Cable Information Services (New Mexico), LLC, Time Warner Cable Information Services (New York), LLC, Time Warner Cable Information Services ;North Carolina), LLC, Time Warner Cable Information Services (Ohio), LLC, Time Warner Cable Information Services (Pennsylvania), LLC, Time Warner Cable Information iervices (South Carolina), LLC, Time Warner Cable Information Services (Tennessee), LLC, Time Warner Cable Information Services (Texas), LLC, Time Warner Cable Information ;ervices (Virginia), LLC, Time Warner Cable Information Services (Washington), LLC, Time Warner Cable Information Services (West Virginia), LLC, Time Warner Cable Information Services (Wisconsin), LLC, Time Warner Cable Internet LLC, Time Warner Cable Media LLC, Time Warner Cable Midwest LLC, Time Warner Cable New York City LLC, Time darner Cable Northeast LLC, Time Warner Cable Pacific West LLC, Time Warner Cable Southeast LLC, Time Warner Cable Sports LLC, Time Warner Cable Texas LLC, TWC kdmini at ration LLC, TWC Digital Phone LLC, TWC News and Local Programming LLC, TWC Regional Sports Network I LLC, Vista Broadband Communications, LLC ...and any corporation or other business organization other than a joint venture in which the Named Insured shown in the declarations has or acquires during the policy ,eriod an ownership of more than SO% and which is domiciled within the United States of America, its territories or possessions, Puerto Rico or Canada. ACORD 101 (2008/01) ©2008 ACORD CORPORATION. All rights reserved. The ACORD name and logo are registered marks of ACORD P - p-1 Iq CERTIFICATE OF INTERESTED PARTIES FORM 1295 lofl Complete Nos.1 4 and 6 if there are interested parties. OFFICE USE ONLY Complete Nos.1,2,3,5,and 6 if there are no interested parties. CERTIFICATION OF FILING 1 Name of business entity filing form,and the city,state and country of the business entity's place Certificate Number: of business. 2017-249935 Charter Communications Austin,TX United States Date Filed: 2 Name of governmental entity or state agency that is a party to the contract for which the form is 08115/2017 being filed. City of Fort Worth Date Acknow edged: / I toII:r 3 Provide the identification number used by the governmental entity or state agency to track or identify the contract,and provide a description of the services,goods,or other property to be provided under the contract. RFP 17-0245 Cable TV Internet and Dark Fiber Services Nature of interest 4 Name of Interested Pa►rtY City,State Country(place of business) (check applicable) Controlling I Intermediary 5 Check only if there is NO Interested Party. X 6 AFFIDAVIT 1 swear,or affirm,under penalty of perjury, at the above disclosure is true and correct. _ON ' ,: ANNETTE HERNANDEZ My Notary ID#5619903 K +' Expires May 9,2021 Signature of authoriz ag t, of contracting business entity AFFIX NOTARY STAMP/SEAL ABOVE Sworn t-o1 subscribed before me,by the said , pis the ay of_ 1 20 t f ,to certify which,witness my hand and seal of office. (Iodlr /Ulta& Signature o of1icer administering oath r4rimed name of Sfliceradministedng oath Title of officer administe d g oath Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V1.0.883