HomeMy WebLinkAboutContract 41772 (2)CITY SECRETARY �
CONTRACT NO.
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AGREEMENT FOR TECHNOLOGY SERVICES
This Agreement for Technology Services (the Agreement") is effective as of Jan 1, 2011 (the "Effective Date").
BETWEEN: Athena Advanced Networks, LLC (the "Service Provider"), an entity organized and
existing under the laws of the state of Oregon, with its office located at:
AND:
RECITALS
7936 Upper Applegate Rd
Jacksonville, OR 97530
Fort Worth Police Department (the "Client ")
350 West Belknap Street
Fort Worth Texas 76102
WHEREAS, the Service Provider is in the business of supplying services relating to the management of computer
and network facilities and operating software;
WHEREAS, the Client is desirous of engaging the Service Provider and the Service Provider is willing to accept
such engagement, to provide services hereunder to the Client as more fully described in Section 2.
NOW, THEREFORE, in consideration of the mutual covenants and agreements herein contained, the
Parties hereto, intending, to be legally bound, agree as follows:
1. TERM
The term of this Agreement shall be for a period of one (1) year commencing on Jan 1, 2011 and terminating on
December 31, 2011 subject to any renewal of the Agreement pursuant to Section 6 hereof and subject to earlier
termination of this Agreement pursuant to Section 11 hereof (the "Term").
2. RESPONSIBILITIES OF THE SERVICE PROVIDER
The Client hereby engages Service Provider to provide services in accordance with the attached Exhibit A,
which is incorporated herein, and as noted below:
a. Conduct Site Audit and prepare a Site Reference Manual
b. Establish a secure link between Client network and Service Provider for the specific purpose of
monitoring system usage and performance and error conditions
c. Provide Help Desk services to answer questions and assist Client personnel
d. Monitor and analyze system performance and status on a weekly basis and report problems as they
are detected
e. Provide a quarterly review report that includes problems detected, actions taken, system
performance and disk usage trends
f. Provide On -Request services pursuant to Section 4 hereof
Agreement for Technology Services
3. RESPONSIBILITIES OF THE CLIENT
a. Designate primary and secondary contacts and provide appropriate information for these
mdividuals.
b. Select and purchase all Client hardware and software components
c. Provide licenses for all software running on the Client servers and programmable devices.
d. Coordinate any installation, testing or changes with Service Provider to maintain system integrity
e. Provide end user support as may be required.
£ Client shall be responsible for maintaining the network including all maintenance and security
functions for the network used by all Client servers.
g. Be responsible for application life —cycle in order to retain Vendor support.
h Arrange remote access for Service Provider via VPN facilities to network and servers for
monitoring and support activities.
i. Arrange for replacement hardware components should a failure occur
j. Client agrees to work with Service Provider on a mutually agreed schedule to allow required
maintenance services to be performed in a timely manner.
k. Client agrees to provide physical access to server equipment and facilities in accordance with the
attached Exhibit B, Network Access Agreement, which is incorporated herein, as needed to
perform its duties under this Agreement.
4. ON -REQUEST SERVICES
Client may desire services from Service Provider that are outside of the system monitoring, support and
reporting tasks as described in Section 2 above. Examples of these services include but are not limited to
planning and design, adding or replacing equipment, training, back-up for in-house staff, and disaster recovery.
Such services may be handled on an On -Request basis.
This agreement includes a provision for On -Request services at a preferred rate of $150.00 per hour with a
minimum of 4 hours per request unless an on -site visit is required In the case of an on -site request the
minimum is 8 hours Service Provider will respond within 24 hours to requests from the primary or secondary
contact with an estimated level of effort Based upon agreement between the Service Provider and Client on a
level of effort and time frame, the Service Provider will commence work.
5. CHANGE ORDERS
Changes to the Agreement are valid only if in writmg and signed by both parties. The Change Order document
must clearly define changes in schedule, scope, deliverables and cost.
6. RENEWAL
This Agreement may be renewed for up to three (3) one-year periods by mutual consent of both parties. The
Service Provider will forward a renewal notice to Client in a timely mariner.
7. PAYMENT TERMS
Service Provider will invoice and Client shall pay Service Provider a fee of $3,700.00 upon the completion of
the Site Audit and the delivery of the Site Reference manual.
Client shall pay monthly System Monitoring and Support fee of $700.00. Service Provider will invoice Client
quarterly.
Service Provider shall provide On -Request services at a fee of $150.00 per hour plus expenses. Service
Provider shall submit invoices monthly to Client detailing all agreed upon charges.
Agreement for Technology Services
If fees under this agreement exceed $50,000, additional approval will be required.
8. ANNUAL PRICE INCREASE
Service Provider's annual fee shall not increase by more than five percent (5%) over the previous year's fee. .
Such price increase will become effective only at the end of the contract period as the agreement is renewed or
extended.
9. INDEPENDENT CONTRACTOR
Service Provider is an independent contractor, not an employee or agent of the Client. Service Provider
shall be solely responsible for payment of Service Provider's employees withholding and paying
appropriate state and federal income taxes on Service Provider's payroll, paying any unemployment
taxes and maintaining any worker's compensation coverage required by law.
10. NON -SOLICITATION
Both parties acknowledge that each has a substantial investment in their respective employees and consultants.
In consideration of this investment, the parties agree that during the term of this Agreement, and for a six month
period thereafter ( regardless of the reason for termination) neither party may solicit for employment, retain,
employ or contract with any employee or consultant of the other, or with any subsequent employer, who is
currently providing, may provide or has provided services related to this Agreement, without first receiving
written consent from the employing party (as defined below). For purposes of this paragraph "Employing Party"
shall mean the party employing an individual or consultant during the term of this Agreement and ` Solicitmg
Party" shall mean the party seeking to retain, employ or contract such mdividual or consultant.
11. TERMINATION
a. Either party shall have the right to terminate this Agreement if the other party is in default of any
material obligation hereunder other than payment, and such default is not cured within thirty (30) days
of receipt of a notice from the non -defaulting party specifying such default.
b. Notwithstanding anything contained herein, the Client reserves the right to terminate this Agreement,
or any part thereof, upon thirty (30) days written notice In case of such termination, the Service
Provider shall be entitled to receive payment from the Client for services provided or work completed
to date in accordance with the terms and conditions of this Agreement.
c In the event that no funds or insufficient funds are appropriated by the Client in any fiscal period for
any payments due hereunder, Client will notify Service Provider 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 Client of any kmd whatsoever, except as to the portions of the
payments herein agreed upon for which funds have been appropriated
12. INSURANCE
Service Provider shall obtain, for the Agreement term and any extensions thereof insurance issued by a
company or companies qualified to do business in the State of Oregon and provide Client with evidence of such
insurance coverage of the type and in the amounts set forth below:
• Workers Compensation Insurance covering all liability of the Service Provider arismg under the
Worker's Compensation Act and workers Occupational Disease Act at statutory limits.
• Comprehensive General ()Public) Liability in a broad form, to include coverage for the
following where such exposure exists Premises/operations, Independent Contractors, Products,
Personal Injury and Contractual Liability, limits of liability not less than:
o Personal Injury
o Property Damage:
$1,000,000.00 each occurrence
$1,000,000.00 each occurrence
• Technology Liability (E&O) $1,000,000 per claim and aggregate
Agreement for Technology Services
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
Technology coverage may be provided through an endorsement to the Commercial
General Liability (CGL) policy, or a separate policy specific to Technology E&O Either
is acceptable if coverage meets all other requirements Any deductible will be the sole
responsibility of the Prime Vendor 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 Contract. 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 shall be submitted to the City to
evidence coverage.
13. INDEMNIFICATION
Service Provider agrees to defend, indemnify, and hold harmless Client, its agents, servants, and employees
from and against any and all claims, liabilities, actions judgments, costs and expenses and reasonable attorneys
fees arising out of any third party claim related to the performance of the services under this Agreement.
14. CONFIDENTIAL INFORMATION
Service Provider and all of its employees and consultants shall keep Client information confidential and any
information provided Service Provider in hard copy shall be returned at the end of this Agreement All
confidential information provided electronically to the Service Provider shall be removed from the electronic
media on which it is stored at the end of this Agreement.
15. NOTICES
Unless otherwise specified in this Agreement, all notices and other communications permitted or required by
the provisions of this Agreement shall be in writing and shall be deemed given if delivered personally,
telecopied (if confirmed) or delivered by a nationally recognized overnight delivery service to either party at its
address set forth below (or at such other address as such party shall designate m writing to the other party
during the term of this Agreement):
If to the Client:
Fort Worth Police Department
350 West Belknap Street
Fort Worth TX 76102
Attn: Jerry Chandler
If to the Service Provider:
Athena Advanced Networks
P.O. Box 148
Jacksonville, OR 97530
Attn: Dennis Matzen
Managing Principal
16. SEVERABILITY
If one or more of the provisions contained in this Agreement for any reason is held to be invalid, illegal or
unenforceable in any respect by a court of competent jurisdiction, the same shall not affect any other provision
in the Agreement, and this Agreement shall be construed as if the invalid, illegal or unenforceable provision had
never been contained in this Agreement
Agreement for Technology Services
17. ASSIGNMENT
Neither Service Provider nor Client will assign, transfer, or subcontract any of its rights, obligations or duties
under this Agreement without prior written consent of the other party. Such consent shall not be unreasonably
withheld.
18. ENTIRE AGREEMENT
This constitutes the entire agreement of the parties with respect to the subject matter of this Agreement and
supersedes all prior and contemporaneous oral or written proposals negotiations, and agreements concerning
such subject matter, all of which are merged m this Agreement. This Agreement may not be modified except by
a further written agreement signed by the parties to this Agreement specifically referencing this Agreement.
19. FORCE MAJEURE
Neither party shall be liable for failure or delay in performance of its obligations under this Agreement when
such failure or delay is caused by acts of God, flood, hurricane, extreme weather, fire or other natural calamity,
acts of governmental agencies, or similar causes beyond the control of such party If for any of the reasons set
forth above either party shall be unable to perform any obligation when due, such party shall immediately notify
the other party of such inability and of the period over which such inability is expected to continue. Affected
obligations of the parties shall be temporarily suspended during the period of Force Majeure and the time for
performance under this Agreement shall, as applicable, be extended by the duration of any such period,
provided, however, that if the delay continues for a period of 15 days or more, either party may terminate this
Agreement by written notice to the other
20. LIMITATION OF LIABILITY
LIABILITY - SERVICE PROVIDER 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 SERVICE PROVIDER, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
INDEMNIFICATION - SERVICE PROVIDER 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 SERVICE PROVIDER 'S BUSINESS AND
ANY RESULTING LOST PROFITS) AND/OR PERSONAL INJURY, INCLUDING DEATH, TO ANY
AND ALL PERSONS, ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT, TO THE
EXTENT CAUSED BY THE NEGLIGENT ACTS OR OMISSIONS OR MALFEASANCE OF
SERVICE PROVIDER, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
In the event of failure on the part of Service Provider to fulfill any of its obligations under this Agreement, the
exclusive remedy of the Client under this Agreement shall be performance of such obligation to correct the
failure If such failure cannot be corrected within a reasonable time as determined by the parties, the Client
shall be entitled to refund of fees for such obligation and shall have the right to terminate this Agreement
without penalty. However, either party shall be entitled to enforce its rights regarding patents, copyrights,
trademarks or trade names or to indemnifications provided in this Agreement, including actions for damages
and equitable relief. IN NO EVENT SHALL EITHER PARTY HAVE ANY RIGHT UNDER THIS
AGREEMENT AGAINST THE OTHER FOR ANY INDIRECT DAMAGES, LOST PROFITS OR
OTHER CONSEQUENTIAL DAMAGES, EVEN IF ADVISED OF THE POSSIBILITY OF SUCH
DAMAGES.
21. GOVERNING LAW
Agreement for Technology Services
This Agreement shall be governed by and construed in accordance with the laws of the State of Texas without
regard to any applicable conflict of law.
22. MEDIATION
Except in the event of termination by the City in the event that no funds or insufficient funds are appropriated
by the City in any fiscal period for any payments due hereunder, if either Service Provider or Client 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-bmding 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.
23. DULY AUTHORIZED SIGNATURES
Each party represents and warrants that the person signing this Agreement on its behalf has been and is on the
date of this Agreement duly authorized by all necessary corporate or other appropriate action to execute this
Agreement
[THE REMAINDER OF THIS PAGE INTENTIONALLY LEFT BLANK]
IN WITNESS WHEREOF, the parties hereto have executed this Agreement in multiples, to be effective as
to the rights and obligations of the parties as of January 1, 2011, regardless of the dates of actual
execution
Agreement for Technology Services
ACCri tl FD AND AGRkED:
CITY OF FORT WORTH:
By - . -
Je rey W. Halstead
Chief of Police
Date :
By:
Charles Daniels
Assistant City Manager
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Na Te: Dennis L Matzen
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Marty Hendrix
City Secretary
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By: tk1yvilitA urU;'\,
Monica Wofl d Wood
Assistant City Attorney
CONTRACT AUTHORIZATION:
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OFFICIAL RECORD
CITY SECRETARY
Ft WORTH, TX
Agreement for Technology Services
EXI#1L3 CT
ATHENA
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"The Wise Choice"
PO Box 148
Jacksonville OR 97` ;10
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IBM pSeries / RS-6000 System Monitoring and Support (SMS)
Athena Advanced Networks, LLC is proud to offer a service to help ensure that your UNIX systems
continue to insure a reliable and top performing foundation in support of your applications. We provide
a service to proactively monitor your server hardware and operating system. The details of the program
are:
• We use a secure link between your systems and our Network Operations Center
• We use a series of tools and facilities to monitor logs and performance
• We keep a close watch on your system
• We take corrective actions and report on action taken
• We provide a quarterly report on the status of your system
We provide a helpdesk to answer questions and help you solve problems
• We provide on -demand services at preferred consulting rates (see notes below)
The service includes an automated process to gather information and send it to our Network Operation
Center for review. When a condition requiring attention is detected, we will take corrective actions
remotely from our Network Operations Center. In the event of a serious condition or issue, you will be
contacted immediately by phone.
The following is a List of items that are monitored:
• Disk utilization
• Print queues
• Error reports
• Root mail
• Time sync
• Backup Logs
• HACMP logs (for HACMP clustered systems)
• System performance
o CPU utilization
o Memory utilization
OFFICAL REC0 � I�
CITY SECRETARY
WORTH, TX
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o Paging space utilization
It is our goal to support your everyday systems administration needs within our standard support
program. The "On -Demand" Service option only comes into play (1) if the remedial action will take
longer than 2 hours or (2) if Athena personnel are required on -site.
For On -Demand services we start working as soon as you authorize us to do so. This authorization can
be in the form of an email or phone call. Examples of On -Demand services are:
• Planning and Design
• Adding or replacing hardware (working with your IBM Engineer)
• Training
• Disaster recovery
The service will begin with an audit to collect details on the system and its condition. A report of the
audit will be provided and if any major issues are discovered they will be noted and a remediation plan
will be included Typically, an Athena engineer will come on site to perform the initial system audit.
This permits us to perform a comprehensive review including hardware, cabling and the general
environment. During the audit, Athena will collect the following information:
• Physical site characteristics including secur'ty, environmental controls and power supply
• Equipment model numbers and capacities (and levels of utilization)
• Warranties
• Operating software version
• Maintenance agreements
• Service personnel contacts
• Access points and procedures
• Backup procedures
• Off -site storage plan
• Disaster recovery plan
• Staff resources
Once we have this information, we will prepare a site reference manual and open Support and Helpdesk
accounts. We will provide you a copy of the manual and a troubleshooting guide to help your staff
maintain a healthy system.
It is assumed that you have your systems covered by a hardware support contract. Athena Advanced
Networks provides only system management support, not hardware replacement support. On -Demand
services can be provided if you would like our engineers to assist you in upgrading, adding to or
changing equipment.
Please be advised that, in addition to the information noted earlier, we will require a VPN or other
means of secure high-speed access to the system.
The program is offered as an annual service agreement. There is a one-time start-up fee followed by a
monthly per server fee. Cost information will be provided upon request.
For further information, please contact:
Dennis Matzen
Athena Advanced Networks, LLC
PO Box 148 Jacksonville OR 97530
(541) 899-9596
" E'X.meir 5 "
NETWORK ACCESS AGREEMENT
This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and
between the CITY OF FORT WORTH ("City' ), a home rule municipal corporation with its principal
location at 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 Athena Advanced
Networks, LLC with its principal location at 7936 Upper Applegate Rd, Jacksonville,OR 97530
("Contractor").
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 [AIX Operating
System Monitoring Service. In order to provide the necessary support, Contractor needs access to Police
RMS sub -net
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 AIX Operating System Monitoring Service. 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.
Services are being provided in accordance with City of Fort Worth Purchase Order No.
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
provide the City with a current list of officers, agents,
Network credentials on an annual basis. Failure to
access to the Network and/or termination of this Agre
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.
the status of completion of services, Contractor shall
servants, employees or representatives that require
adhere to this requirement may result in denial of
ement.
Vendor Network Access Agreement
Rev. 12/2 (/2010
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.
8. LIABILITY AND INDEMNIFICATION. CONTRACTOR SHALL BE LIABLE AND RESPONSIBLE
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
OMISSION(S) 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 ACT(S) 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.
10. 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 terms, and until expiration of three (3) years after termination
or expiration of the subcontract, have access to and the right to examine at reasonable times any
directly pertinent books data, documents, papers and records, both hard copy and electronic, of such
subcontractor involving transactions related to the subcontract, and further that City shall have access
during normal working hours to all subcontractor facilities and shall be provided adequate and
Vendor Network Access Agreement 2
Athena Advanced Networks, LLC
Rev. I2/21 '2010
appropriate work space in order to conduct audits in compliance p e with the provisions of this paragraph.
City shall give subcontractor reasonable notic
e of intended audits.
11. Agreement Cumulative. This Agreement is
cumulative of and in addition to any written
contracts, agreements, understandings or acknowledgments g with the City signed by Contractor. This
Agreement and any other documents in
corporated herein by reference constitute the entire
understanding and Agreement between the Cityand Contractor ontractor as to the matters contained herein
regarding Contractor's access to and use of the City's Network.
12. Amendments. The terms of this Agreement
g ment shall not be waived, altered, modified,
supplemented, or amended in any manner except
p by written instrument signed by an authorized
representative of both the City and Contractor.
13. Assignment. Contractor may not assign
or in any way transfer any of its interest in this
Agreement. Any attempted assignment or tra
nsfer of all or any part hereof shall be null and void.
14. Severability. If any provision of this Agreement
validity, legality and enforceability of g nt is held to be invalid, illegal or unenforceable the
y the remaining provisions shall not in anyway be affected or
-I 5•crceliaieure. Each party shall exercise
its best efforts to meet its respective duties and
obligations as set forth in this Agreement, but shall
not be held fable for any delay or omission in
performance due to force majeure or other causes beyond their reasonable control (force majeure), but not limited to, compliance with anygovernment � )�
acts of the public enemy, fires, strike g ernment law, ordinance or regulation, acts of God,
s, lockouts, natural disasters, wars, riots, material
restrictions by any governmental authority, transportation r ial or labor
p problems and/or any other similar causes.
16. Governing Law / Venue. This Agreement
State of Texas. If any action, whetherg Shall be construed in accordance with the laws of
real or asserted, at law or in equity, is brought the
Agreement, venue for such action shall lie in state courtsg t on the basis of this
located in Tarrant County, Texas or the United
States District Court for the Northern District of Texas,
Fort Worth Division.
17. Signature Authority. By affixing a signature.
warrants that he/she has the legal authority9 below, the person signing this Agreement hereby
9 to bind the respective party to the terms and
agreement and to execute this agreement on behalf of theconditions in this
authority has been granted by proper order, resolution respective party, and that such binding _
other party is fully entitled to relyon this � ordinance or other authorization of the entity.The
warranty and representation in enteringinto this Agreement. greement.
ACCEPTED AND AGREED:
CITY OF FO TWO TN;
Athe Networks, d Ne s, LLC.:
.
By: Cagige-eld
ACM Name By:
Assistant City Manager
Date: a r," 09. /;
ATTT:
By:
Marty Hendrix
City Secretary
APPROVED AS TO FORM AND LEGA
By:
Vendor Network Access Agreement
Athena Advanced Networks, LLC
Name:
Title:
Date:
AT T E
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FT. WORTH, T.
Assistant City Attorney
M & C: none required
Vendor Network Access Agreement
Athena Advanced Networks, LLC
Rev. 12/21 /2010