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Home My WebLink AboutContract 40139• FACILITY ACCESS AGREEMENT This FACILITY ACCESS AGREEMENT ("Agreement") is made and entered into by and between the City of Fort Worth ("City"), a home rule municipal corporation with its principal location at 1000 Throckmorton Street, Fort Worth, Texas 76102, organized under the laws of the State of Texas and situated in portions of Tarrant, Denton and Wise Counties, Texas, and tw telecom of texas llc, with its principal location at 10475 Park Meadows Drive, Littleton, CO 80124 and a local address at 4055 Valley View Lane, Ste 110, Dallas, Texas 75244, ("Contractor"). City and Contractor are each herein individually referred to as a "party," collectively referred to as the "parties." RECITALS: Whereas, the Cify owns and operates a computing environment and network (collectively fhe "Network"); and Whereas, Contractor wishes to access fhe City's Network Closet, which is the space that houses fhe City's Network equipment T1 Router ("Network Closet"), for the purposes stated below; and Whereas, in order to provide the necessary support, Contractor needs access to the City's Network Closet at the City of Fort Worth Community Center located at 2950 Roosevelt Ave, Fort Worth, Texas 76106 ("Facility"). AGREEMENT: Now therefore, for the mutual covenants and consideration herein, the parties hereby agree as follows: 1. _Rights Granted. Contractor is hereby granted a limited right to install, own repair, operate, removeI improve and maintain telecommunications equipment capable of accommodating voice, data and video transmissions, and/or telecommunications service (the "System") at the Facility. Contractor shall own and maintain the System In the Facility at its own expense. All parts of the System shall be and will remain the personal property of Contractor and may be removed by Contractor at any time. Upon any removal of the System, Contractor agrees to repair any damage caused by the removal. The City agrees not to unreasonably interfere with Contractor's use of the System. 2. Limited Right of Access., Contractor is hereby granted a limited right of access to the City's Neiwork Closet for the sole purpose of installing the System. City shall provide reasonable access for ingress, egress, installation, operation, maintenance, inspection, replacement, improvement, removal, and disconnection of the System. 3. Term. The rights granted herein shall expire upon termination of ail of Contractor's service agreements with any of its customers located at the Facility or upon termination as provided in Section 5. 4. Insurance Requirements. Contractor shall provide the City with certificate(s) of insurance documenting policies of fhe following minimum coverage limi#s that are to be in effect prior fo commencement of any work pursuant to this Agreement and shall remain in effect during the term of this Agreement: (a) Commercial General Liability Insurance with a limit per occurrence of at least $1,000,000 and a general aggregate of $5,000,000. (b) Worker's Compensation insurance in accordance with applicable state law. Ve�idor NAA Rev. 2/23/2009 5, Termination. The City may terminate this Agreement immediateiy, without notice in the event of a breach of the terms of this Agreement or if the safety and/or security of the Facility and/or its occupants are compromised, and such condition has not been cured within ten (10) days of written notice to Contractor from City. Upon expiration or termination of this Agreement, Contractor agrees to remove entirely any equipment used and/or owned by the Contractor, its officers, agents, servants, employees and/or representatives to access the City's Network Closet. 8. LIABILITY AND INDEMNIFICAT{ON. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL DAMAGES (EXCEPT SPECIAL, INCIDENTAL, OR CONSEQUENTIAL DAMAGES) CAUSED BY THE NEGLIGENT ACT(S), OMSSIONS OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, CONTRACTOR SHALL BE LIABLE FOR ANY DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICER, AGENTS, SERVANTS OR EMPLOYEES, THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO THE NETWORK CLOSET ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY TO PROTECT THE CITY'S NETWORK, THE NETWORK CLOSET OR THE OCCUPANTS OF THE FACILITY. 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), OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS ANDIOR EMPLOYEES, CONTRACTOR, AT CONTRACTOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES HARMLESS FROM AND AGAINST ANY CLAIMS, LAWSUITS, DEMANDS OR OTHER ACTIONS ARISING FROM THE NEGLIGENT CONSTRUCTION, OPERATION, MAINTENANCE AND REPAIR OF CONTRACTOR'S SYSTEM BY CONTRACTOR, ITS EMPLOYEES, AGENTS OR CONTRACTORS, OR FROM A PROVEN BREACH OF THIS AGREEMENT BY CONTRACTOR, INCLUDING, BUT NOT LIMITED TO, REASONABLE ATTORNEYS' FEES AND COURT COSTS, EXCEPT TO THE EXTENT SUCH DAMAGE IS CAUSED BY THE ACT(S), OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF THE CITY , ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. y, Agreement Cumulative. This Agreement is cumulative of and in addition to any written contractsI agreements, understandings or acknowledgments with the City signed by Contractor. This Agreement constitutes the entire understanding and Agreement between the City and Contractor as to the matters contained herein regarding Contractor's access to and use of the City's Network Closet. 8. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Contractor. 9. Assignment. Contractor may not assign or in any way transfer any of its interest in this Agreemenf without the express written consent of the Cify, Any attempted assignment or transfer of all or any part hereof shall be null and void. 104 Severability. 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. 11. Force Maieure. _ Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but sha!( not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable contra/ (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, Vendor NAA 2 Modified 3118/10 aCIS 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. 12. 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 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. 93. Signature Authority. The persons) signing this Agreement hereby warrant 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. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. ACCEPTED AND AGREED: CITY OF FORT WOR7W: r+5�t�tat a vny t/tat tay�t Date:! ATTEST: By:Y1�' Marty Hendrix City Secretary APPROVED AS 7,Cf FARM AND L Assistant Cliy Attorney M & C: none required tw telecom of texas Ilc By: tw telecom holdings inc. i$ s ffe me er Charles . Boto, President — Real Estate TW Telecom Inc. Date: K ATT�CT• By: UZYaLLti Vendor NAA 3 Modified 3/18/I0