HomeMy WebLinkAboutContract 39844 (2)• • MULMAN
This NETWORK ACCESS AOREEIVIEN 1 ("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 T hrockmorton 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 SecureNet Inc. with its
principal location at 3440 Sojourn Suite 240, Carrollton, TX. 75006, ("Contractor").
i. 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 [Configuration of
Milestone Corporate Network Video Server and Management Server]. In order to provide the necessary
support, Contractor needs access to [The Milestone Recording and Management servers.].
2. Orant ofi ! imited Access. Contractor is hereb;� granted a limited right of access to the City's
Network for the sole purpose of providing [Configuration of Milestone Corporate Network Video Server
and Management Server]. 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
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services, w��hiich,,��e''veernoccurs first. Services are being provided in accordance with City Secretary Contract
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4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed
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annually if the following conditions are met:
4.5 Contracted services have not been comIt Fpleted.
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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
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IF IF. Contractor has provided the City with a current list of its officers, agents, servants, employees or
representatives requiring Network credentials.
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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 requireF IF
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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.
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5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may
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not share the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives
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IF IF its authorization to the City to monitor Contractor's use of the City's Network in order to ensure -IF
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ontractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants,
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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 _ _ _
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'Contractor access to the Network and Contractor's Data, terminate the Agreement, and pursue any other
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remediesF IF
IF IF I. that the City may have under this Agreement or at law or in equity.IF
IF. IF -
IF
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6. Termination, In addition to the other rights of termination set forth herein, the City may terminate
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this Agreement at any time and for any reason with or without notice, and without penalty to the City.
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Upon termination of this Agreement, Contractor agrees to remove entirely any client or communications
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Vendor Network Access Agreement OFFRev. I~2/10/2009
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FT. WORT TX
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.
�. I w 1111atio11 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.
�. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL LIABLE AN® i�ESPONSIBLE
FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF
THIS AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR
ANY DAMAGES THAT CONTRACTOR MAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS
TO OR DENIAL OF ACCESS TO CONTRACTOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS
AGREEMENT BY CONTRACTOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR
-ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY: IN ADDITION, CONTRACTOR
SHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY
DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND
JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR
OMISSIONS) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES, CONTRACTOR, AT CONTRACTOR'S OWN COST OR
EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM,
LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE
NEGLIGENT ACTS) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9. Confidential Information. Contractor, for itself and its officers, agents, employees, and
representatives, agrees that it shall treat all information provided to it by the City as confidential and shall
not disclose any such information to a third party without the prior written approval of the City. 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 integrity of any City information has been compromised
or is believed to have been compromised.
low Right to Audit. Contractor agrees that the City shall, during the initial term, any renewal terms,
;and until the expiration of three (3) years after termination or expiration of this contract, have access to
and the right to examine at reasonable times any directly pertinent books, data, documents, papers and
records, both hard copy and electronic, of the Contractor involving transactions relating to this
Agreement. 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
reasonable advance notice of intended audits. Contractor further agrees to include in all its
subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City
shall, 'during the initial term, any renewal term, and until expiration of three (3} years a ier termination
or expiration of the subcontract, have access to and the right to examine at reasonable times any
directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such
subcontractor involving transactions related to the subcontract, and further that City shall have access
during normal working hours to all subcontractor facilities and shall be provided adequate and
appropriate work space in order to conduct audits in compliance with the provisions of this paragraph.
City shall give subcontractor reasonable notice of intended audits.
Vendor Network Access Agreement 2
SecureNet Inc. Rev. 12/I0/2009
1I. Agreement Cumulative. This Agreement is cumulative of and in addition to any written
contracts, agreements, understandings or acknowledgments with the City signed by Contractor. This
Agreement and any other documents incorporated herein by reference constitute the entire
understanding and Agreement between the City and Contractor as to the matters contained herein
regarding Contractor's access to and use of the City's Network.
. 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.
�3. 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.
�4. 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.
�t�. Force e�a;eure. Each party shall exercise its besfi efforts to meet its respective duties and
obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure),
including, but not limited to, compliance with any government law, ordinance or regulation, acts of God,
acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor
restrictions by any governmental authority, transportation problems and/or any other similar causes.
96. 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,
37. Signature Authority. The signature below of an authorized representative acknowledges that the
Contractor has read this Agreement and agrees to be bound by terms and conditions set forth herein.
..ACCEPTED AND AGREED:
CITY OF F RT WORTH: SecureNet Inx:.
ACM Name Karen L . Montgo ry Name:
"Assistant City ,Manager Title: f'C,
Date: (�l� Date: ?rt�
ATTEST: ATTEST:
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By:: Y Y By:
arty Hendrix Name: L ��
City Secretary Titlh N-< < .z� ' citI'VL
APPROVED S TO FORM AND LEGALITY�cyo�o��0'�i1�
B pfy�d0a 0 0®
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'Assistant Ci ttorney �o■dl¢�
M &. C: none required O a o o ��1
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Vendor Network Access Agreement 3 ,4e 4I Y
SecureNet Inc. Rev 12/10/2009 1/
tn, .-;:
City of Ft Worth
Purchase Order
V Vendor Number: 0000028535
E SECURENET INC
N ATTN ACCOUNT RECEIVABLE
P O BOX 700277
p DALLAS, TX 753704277
O
R
INVOICES: Direct invoices in DUPLICATE to the address shown.
STANDARD PURCHASING TERMS AND CONDITIONS set forth in the
City of Fort Worth's Bid or Quotation, are incorporated herein by
reference and become a part of this order.
Code: GR76-524010-002442236100
Bid No.:
Item Ciass-Item
Page 1 of 2
P.O. DATE: 2/23/2010
Purchase Order Number
PO- I U"vvw58375
SHOW THIS NUMBER ON ALL
PACKAGES, INVOICES AND
SHIPPING PAPERS,
$ FORT WORTH POLICE DEPT
H 360 W BELKNAP ST RM 205A
FORT WORTH, TX 76102
p Phone:
T
0
INVOICE IN DUPLICATE TO:
B rvuct
I FORT WORTH POLICE DEPT
L 360 W BELKNAP ST RM 206A
L FORT WORTH, TX 76102
T Phone:
O
Payment Terms:
Shipping Terms:
Delivery Calendar I
Requisition Quantity Unit
7 Sole Source Procurement - SecureNet, Inc., is the sole source provider of
Milestone system and related services, configuration, uninstail, or updates.
Class4tem 20&61
1 PMA XProtect Corporate Base License 2 years 1 EA
LN/FY/Account Code Dollar Amount
1 /10/GR76-524010-002442236100 $1,246.15
Class -Item 208-61
2 XProtect Corporate Device Channel License 25 EA
LN/FY/Account Code Dollar Amount
2/10iGR76-524010-002442236100 $7,050.00
Ciass-item 208-61
3 Three Year PMA XProtect Corporate Device Channel License 25 EA
LN/FY/Account Code Dollar Amount
3/10/GR76-524010-002442236100 $23785.75
Ciass-Item 208-61
4 Two Year PMA XProtect Corporate Device Channel License 6 EA
LN/FY/Account Code Dollar Amount
10-002442236100 $529.44
Class -Item 208-61
5 Installation, includes quote 0010135404 for labor to remove the current Milestone 1 EA
Software.
Net 30
Origin, Prepaid at Allowed
s) A.R.O.: 0
Unit Price Total
$1,246.15 I $1,246.15
$282.00 � $7,050.00
$111.43 I $2,785.75
$88.24 I $529.44
$3,031.92 I $3,031.92
LN/FY/Account Code
5110/G R 76-524010-002442236100
Class -Item 208-61
6 Shipping and handling
LN/FY/Account Code
6/10/G R76-524010-002442236100
Rev. 20081027
Dollar Amount
$3,031.92
Dollar Amount
$12.37
$12.37
TOTAL:
APPROVED:
By: Angela Gonzales
Phone#: (817) 392-7648
BUYER
Page 2 of 2
City of Fort Worth, Texas
Standard Purchasing Terms and Conditions
1.0 DEFINITION OF BUYER - The City of Fort Worth, its officers, agents, servants,
employees, contractors and subcontractors who act on behalf of various City
departments, bodies or agencies.
2.0 DEFINITION OF SELLER -The consultant, contractor, supplier, vendor or other
provider of goods and/or services, its officers, agents, servants, employees,
contractors and subcontractors who act on behalf of the entity under a contract
with the City of Fort Worth.
3.0 PUBLIC INFORMATION -Any information submitted to the City of Fort Worth
(the "City") could be requested by a member of the public under the Texas Public
Information Act, See TEx, GOV'T CODE ANN. §§ 552.002, 552.128(c) (West Supp.
2006). If the City receives a request for a Seller's information, the Seller listed in
the request will be notified and given an opportunity to make arguments to the
Texas Attorney General's Office (the "AG") regarding reasons the Seller believes
that its information may not lawfully be released. If Seller does not make
arguments or the AG rejects the arguments Seller makes, Seller's information will
be released.
4.0 PROHIBITION AGAINST PERSONAL INTEREST (N CONTRACTS - No officer
or employee of Buyer shall have a financial interest, direct or indirect, in any
contract with Buyer or be financially interested, directly or indirectly, in the sale to
Buyer of any land, materials, supplies or services, except on behalf of Buyer as
an officer or employee. Any willful violation of this section shall constitute
malfeasance in office, and any officer or employee found guilty thereof shall
thereby forfeit his office or position. Any violation of this section with the
knowledge, expressed or implied, of the person or corporation contracting with
the City Council shall render the contract invalid by the City Manager or the City
Council. (Chapter XXVII, Section 16, City of Fort Worth Charter)
5.0 ORDERS-
5.1 No employees of the Buyer or its officers, agents, servants, contractors
and subcontractors who act on behalf of various City departments, bodies
or agencies are authorized to place orders for goods and services without
providing approved contract numbers, purchase order numbers, or
release numbers issued by the Buyer. The only exceptions are
Purchasing Card orders and bona fide emergencies. In the case of
emergencies, the Buyer's Purchasing Division will place such orders.
5.2 Acceptance of an order and delivery on the part of the Seller without an
approved contract number, purchase order number, or release number
issued by the Buyer may result in rejection of delivery, return of goods at
the Seller's cost and/or non-payment.
6.0 SELLER TO PACKAGE GOODS -Seller will package goods in accordance with
good commercial practice. Each shipping container, shall be clearly and
permanently marked as follows: (a) Seller's name and address: (b) Consignee's
name, address and purchase order or purchase change order number; (c)
Container number and total number of container, e.g., box 1 of 4 boxes; and (d)
Number of the container bearing the packing slip. Seller shall bear the cost of
packaging unless otherwise provided. Goods shall be suitably packed to secure
lowest transportation costs and to conform to requirements of common carriers
and any applicable specifications. Buyer's count or weight shall be final and
conclusive on shipments not accompanied by packing lists.
7.0 SHIPMENT UNDER RESERVATION PROHIBITED -Seller is not authorized to
ship the goods under reservation, and no tender of a bill of lading will operate as
a tender of goods.
8.0 TITLE AND RISK OF LOSS -The title and risk of loss of the goods shall not pass
to Buyer until Buyer actually receives and takes possession of the goods at the
point or points of delivery after inspection and acceptance of the goods.
9.0 DELIVERY TERMS AND TRANSPORTATION CHARGES —Freight terms shall
be F.O.B. Destination, Freight Prepaid and Allowed, unless delivery terms are
specified otherwise in Seller's bid. Buyer agrees to reimburse Seller for
transportation costs in the amount specified in Seller's bid or actual costs,
whichever is lower, if the quoted delivery terms do not include transportation
costs; provided, Buyer shall have the right to designate what method of
transportation shall be used to ship the goods.
10.0 PLACE OF DELIVERY -The place of delivery shall be set forth in the "Ship to"
block of the purchase order, purchase change order, or release order.
11.0 RIGHT OF INSPECTION -Buyer shall have the right to inspect the goods upon
delivery before accepting them. Seller shall be responsible for all charges for the
return to Seller of any goods rejected as being nonconforming under the
specifications.
12.0 INVOICES -
12.1 Seller shall submit separate invoices in duplicate, on each purchase order
or purchase change order after each delivery. Invoices shall indicate the
purchase order or purchase change order number. Invoices shall be
itemized and transportation charges, if any, shall be listed separately. A
copy of the bill of lading and the freight waybill, when applicable, should
be attached to the invoice. Seller shall mail or deliver invoices to Buyer's
Department and address as set forth in the block of the purchase order,
purchase change order or release order entitled "Ship to." Payment shall
not be made until the above instruments have been submitted after
delivery and acceptance of the goods and/or services.
12.2 Seller shall not include Federal Excise, State or City Sales Tax in its
invoices. The Buyer shall furnish a tax exemption certificate.
13.0 PRICE WARRANTY -
13.1 The price to be paid by Buyer shall be that contained in Seller's bid which
Seller warrants to be no higher than Seller's current prices on orders by
others for products of the kind and specification covered by this
agreement for similar quantities under like conditions and methods of
purchase. In the event Seller breaches this warranty, the prices of the
items shall be reduced to Seller's current prices on orders by others, or in
the alternative upon Buyer's option, Buyer shall have the right to cancel
this contract without liability to Seller for breach or for Seller's actual
expense.
13.2 Seller warrants that no person or selling agency has been employed or
retained to solicit or secure this contract upon an agreement or
understanding for commission, percentage, brokerage or contingent fee,
excepting bona fide employees of bona fide established commercial or
selling agency is maintained by Seller for the purpose of securing
business. For breach or violation of this warranty, Buyer shall have the
right, in addition to any other right or rights arising pursuant to said
purchase(s), to cancel this contract without liability and to deduct from the
contract price such commission percentage, brokerage or contingent fee,
or otherwise to recover the full amount thereof.
14.0 PRODUCT WARRANTY -Seller shall not limit or exclude any express or implied
warranties and any attempt to do so shall render this contract avoidable at the
option of Buyer. Seller warrants that the goods furnished will conform to Buyer's
specifications, drawings and descriptions listed in the bid invitation, and the
sample(s) furnished by Seller, if any. In the event of a conflict between Buyer's
specifications, drawings, and descriptions, Buyer's specifications shall govern.
15.0 SAFETY WARRANTY -Seller warrants that the product sold to Buyer shall
confoI m to the standards promulgated by the U.S. Department of Labor under
the Occupational Safety and Health Act (OSHA) of 1970, as amended. In the
event the product does not conform to OSHA standards, Buyer may return the
product for correction or replacement at Seller's expense. In the event Seller
fails to make appropriate correction within a reasonable time, any correction
made by Buyer will be at Seller's expense. Where no correction is or can be
made Seller shall refund all monies received for such goods with thirty (30) days
after request is made therefore and confirmed in writing: failure to do so shall
constitute breach and cause this contract to terminate immediately.
16.0 NO WARRANTY BY BUYER AGAINST INFRINGEMENTS OF PATENTS,
COPYRIGHTS OR TRADE SECRETS - As part of this contract far sale, Seller
agrees to ascertain whether goods manufactured in accordance with Buyer's
specifications attached to Buyer's invitation to bid will give rise to the rightful
claim of any third person by way of infringement or the like. Buyer makes no
warranty that the production of goods according to Buyer's specification will not
give rise to such a claim and in no event shall Buyer be liable to Seller for
indemnification in the event that Seller is sued on the grounds of infringement or
the like, if Seller is of the opinion that an infringement or the like will result, he will
notify Buyer to this effect in writing within two (2) weeks after the award of this
bid, if Buyer does not receive notice and is subsequently held liable for
infringement of the like, Seller will indemnify for the full dollar amount thereof. If
Seller in good faith ascertains within two (2) weeks after the award of this bid that
production of the goods in accordance with Buyer's specification will result in
infringement or the like this contract shall be null and void except that Buyer will
pay Seller the reasonable cost of Seller's search as to infringement.
17.0 PROPRIETARY RIGHTS INDEMNIFICATION - Seller warranties that the goods
do not infringe upon or violate any United States patent, copyright, or trade
secret. Seller will defend at its expense any action against Buyer or Buyer as
licensee to the extent that it is based on a claim that goods used within the scope
of the license hereunder infringe upon a United States patent, copyright or trade
secret, and Seller will pay any costs and damages finally awarded against Buyer
or Buyer as licensee in such actions which is attributable to such claim. Should
the products become, or in Seller's opinion be likely to become, the subject of
any claim of infringement, Seller shall procure for Buyer or Buyer as licensee the
right to continue using the goods, replace them or modify them to make them
non -infringing, or discontinue the license of them.
18.0 CANCELLATION -Buyer shall have the right to cancel this contract immediately
for default on all or any part of the undelivered portion of this order if Seller
breaches any of the terms hereof, including warranties of Seller, or if Seller files
for bankruptcy. Such right of cancellation is in addition to and not in lieu of any
other remedies, which Buyer may have in law or equity.
19.0 TERMINATION -The performance of work under this order may be terminated in
whole or in part by Buyer, with or without cause, at any time upon the delivery to
Seller of a written "Notice of Termination" specifying the extent to which
performance of work under the order is terminated and the date upon which such
termination becomes effective. Such right of termination is in addition to and not
in lieu of rights of Buyer as set forth in clause 13, herein.
20.0 ASSIGNMENT -DELEGATION - No right, interest or obligation of Seller under
this contract shall be assigned or delegated without the written agreement of
Buyer' Purchasing Manager. Any attempted assignment or delegation of Seller
shall be wholly void and totally ineffective for all purposes unless made in
conformity with this paragraph.
21.0 WAIVER - No claim or right arising out of a breach of this contract can be
discharged in whole or in part by a waiver or renunciation of the claim or right
unless the waiver or renunciation is supported by consideration in writing and is
signed by the aggrieved party.
22,0 MODIFICATIONS -This contract can be modified or rescinded only by a written
agreement signed by both parties.
23.0 INTERPRETATION AND PRIOR EVIDENCE -This writing is intended by the
parties as a final expression of their agreement and is intended also as a
complete and exclusive statement of the terms of their agreement. No course of
prior dealings between the parties and no usage of trade shall be relevant to
supplement or explain any term used in this agreement. Acceptance of or
acquiescence in a course of performance under this agreement shall not be
relevant to determine the meaning of this agreement even thought the accepting
or acquiescing party has knowledge of the per and opportunity for
objection. Whenever a term defined by the Uniform Commercial Code (UCC) is
used in this agreement, the definition contained in the UCC shall control.
24.0 APPLICABLE LAW -This agreement shall be governed by the Uniform
Commercial Code wherever the term "Uniform Commercial Code" or "UCC" is
used. It shall be construed as meaning the Uniform Commercial Code as
adopted and amended in the State of Texas. Both parties agree that venue for
any litigation arising from this contract shall be in Fort Worth, Tarrant County,
Texas. This contract shall be governed, construed and enforced under the laws
of the State of Texas.
25.0 INDEPENDENT CONTRACTOR -Seller shall operate hereunder as an
independent contractor and not as an officer, agent, servant or employee of
Buyer. Seller shall have exclusive control of, and the exclusive right to control,
the details of its operations hereunder, and all persons performing same, and
shall be solely responsible for the acts and omissions of its officers, agents,
employees, contractors and sub -contractors. The doctrine of respondent
superior shall not apply as between Buyer and Seller, its officers, agents,
employees, contractors and subcontractors. Nothing herein shall be construed
as creating a partnership or joint enterprise between Buyer and Seller, its
officers, agents, employees, contractors and subcontractors.
26.0 INDEMNIFICATION -Seller covenants and agrees to, and does hereby,
indemnify and hold harmless and defend Buyer, its officers and employees, from
and against any and all suits or claims for damages or injuries, including death,
to any and all persons or property, whether real or asserted, arising out of or in
connection with any negligent act or omission on the part of the Seller, its
officers, agents, servants, employees or subcontractors, and Seller does hereby
assume all liability and responsibility for injuries, claims or suits for damages to
persons or property, of whatsoever kind or character, whether real or asserted,
occurring during or arising out of the performance of this contract as a result of
any negligent act or omission on the part of the Seller, its officers, agents,
servants, employees or subcontractors.
27.0 SEVERABILITY - In case any one or more of the provisions contained in this
agreement shall for any reason, be held to be invalid, illegal or unenforceable in
any respect, such invalidity, illegality or unenforceability shall not affect any other
provision of this agreement, which agreement shall be construed as if such
invalid, illegal or unenforceable provision had never been contained herein.
28.0 FISCAL FUNDING LIMITATION - In the event no funds or insufficient funds are
appropriated and budgeted or are otherwise available by any means whatsoever
in any fiscal period for payments due under this contract, then Buyer will
immediately notify Seller of such occurrence and this contract shall be terminated
on the last day of the fiscal period for which appropriations were received without
penalty or expense to Buyer of any kind whatsoever, except to the portions of
annual payments herein agreed upon for which funds shall have been
appropriated and budgeted or are otherwise available.
29.0 NOTICES TO PARTIES - Notices addressed to Buyer pursuant to the provisions
hereof shall be conclusively determined to have been delivered a the time same
is deposited in the United States mail, in a sealed envelope with sufficient
postage attached, addressed to Purchasing Manager, City of Forth Worth,
Purchasing Division, 1000 Throckmorton, Fort Worth, Texas 76102, and notices
to Seller shall be conclusively determined to have been delivered at the time
same is deposited in the United States mail, in a sealed envelope with sufficient
postage attached, addressed to the address given by Seller in its response to
Buyer's invitation to bid.
30.0 NON-DISCRIMINATION -This contract is made and entered into with reference
specifically to Chapter 17, Article III, Division 3 ("Employment Practices"), of the
City Code of the City of Fort Worth (1986), as amended, and Seller hereby
covenants and agrees that Seller, its employees, officers, agents, contractors or
subcontractors, have fully complied with all provisions of same and that no
employee, participant, applicant, contractor or subcontractor has been
discriminated against according to the terms of such Ordinance by Seller, its
employees, officers, agents, contractor or subcontractors herein.
31.0 RIGHT TO AUDIT -Seller agrees that the Buyer shall, until the expiration of
three (3) years after final payment under this contract, have access to and the
right to examine and copy any directly pertinent books, computer disks, digital
files, documents, papers and records of the Seller involving transactions relating
to this contract. Seller agrees that the Buyer shall have access, during normal
working hours, to all necessary Seller facilities, and shall be provided adequate
and appropriate workspace, in order to conduct audits in compliance with the
provisions of this section. Buyer shall pay Seller for reasonable costs of any
copying Buyer performs on Seller's equipment or requests Seller to provide. The
Buyer shall give Seller reasonable advance notice of intended audits.
32.0 DISABILITY - In accordance with the provisions of the Americans With
Disabilities Act of 1990 (ADA), Seller warrants that it and any and all of its
subcontractors will not unlawfully discriminate on the basis of disability in the
provision of services to general public, nor in the availability, terms and/or
conditions of employment for applicants for employment with, or employees of
Seller or any of its subcontractors. Seller warrants it will fully comply with ADA's
provisions and any other applicable federal, state and local laws concerning
disability and will defend, indemnify and hold Buyer harmless against any claims
or allegations asserted by third parties or subcontractors against Buyer arising
out of Seller's and/or its subcontractor's alleged failure to comply with the above -
referenced laws concerning disability discrimination in the performance of this
agreement.
Revised October 30, 2006
CONFLICT OF INTEREST DISCLOSURE REQUIREMENT
Pursuant to Chapter 176 of the Local Government Code, any person or agent of a
person who contracts or seeks to contract for the sale or purchase of property, goods, or
services with a local governmental entity (i.e. The City of Fort Worth) must disclose in
the Questionnaire Form CIQ ("Questionnaire") the person's affiliation or business
relationship that might cause a conflict of interest with the local governmental entity. By
law, the Questionnaire must be filed with the Fort Worth City Secretary no later than
seven days after the date the person begins contract discussions or negotiations with
the City, or submits an application or response to a request for proposals or bids,
correspondence, or another writing related to a potential agreement with the City.
Updated Questionnaires must be filed in conformance with Chapter 176.
A copy of the Questionnaire Form CIQ is enclosed with the submittal documents. The
form is also available at http.ethics.state.tx.us/forms/CIQ.adf.
If you have any questions about compliance, please consult your own legal counsel.
Compliance is the individual responsibility of each person or agent of a person who is
subject to the filing requirement. An offense under Chapter 176 is a Class C
misdemeanor.
1►�ilrl�INI�C� : � � [b 1 I �/II
Date: February 233 2010
To: wren Montgomery, Assistant City Manager
'jAmfaleshia Farmer, City Attorney J u
Marty Hendrix, City Secretary
From: Nanette Monte, IT Solutions Project Consultant
Subject: LMA for SecureNet Milestone Software License Purchase
To Interested Parties:
The Police department's Intel group currently utilizes cameras at locations and events all around the city
for surveillance. The video from these cameras is currently stored on a desktop housed in their offices. IT
Solutions has installed a new server for Intel in the secure technology room at Police headquarters and
now the Milestone software from the vendor, SecureNet, must be reloaded and configured on the new
server. The vendor will also be configuring and installing an additional 25 licenses for the new cameras
the Intel group has.
To ensure it is done properly, SecureNet will need to access the server to configure the software and
camera licenses properly. The vendor has the expertise to ensure the video will be stored properly and be
secure and free from access from the outside world. With the approved LMA, SecureNet, will at any
given notice, be able to remotely log into the server to perform maintenance, configure cameras or the
software at the request of the Intel Group within PD.
If you need further explanation, please don't hesitate to call or email me. Thank you for your time and
consideration. Attached is a copy of the PO with terms and conditions that has been signed by Purchasing
for your information.
Sincerely,
Nanette Monte x2625
ITS Project Consultant