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HomeMy WebLinkAboutContract 47264 (2)RECEtVED j WV 25 2015 ^' ihTY OF FORT WORM ts GIV SECRETARY CI1YSECRrS th, te cRA©flfl._ b, _N INTERLOCAL COOPERATION CONTRACT ,o \ This Interlocal Cooperation Contract ("Contract")is entered into byand between the Contracting Parties shown below, each referred to separately as a "Party" and collectively as the "Parties" pursuant to the authority granted by and in compliance with Chapter 791, Texas Government Code. � '� vic 13 39 I. Contracting Parties The Receiving Party: The City of Fort Worth 1000 Throckmorton Street Fort Worth, TX 76102 ATTN: Barbara Sharpe The Performing Party: The University of Texas at Austin, an institution of higher education and agency of the State of Texas ITS Office of Telecommunication Services ("UT OTS") P.O. Box 7580, Mail Code C3800 Austin, TX 7871 3-75 80 ATTN: Kelly Porterfield II. Purpose / Scope Subject to Receiving Party's compliance with the Texas Higher Education Network ("THEnet") Use Policy (Appendix A attached and incorporated by reference), Performing Party shall provide Receiving Party with access to national networks, including the commodity Internet, the Internet2 and National LambdaRail networks (the "services"), and includes a port charge which is necessary to connect to the network. Such access is accomplished via Receiving Party's connection to the THEnet backbone. The THEnet backbone interconnects all THEnet subscriber institutions, including Receiving Party, and acts as a conduit to the national networks. III. Responsibilities Receiving Party shall comply with the Texas Higher Education Network ("THEnet") Use Policy (Appendix A attached and incorporated by reference). Performing Party shall provide Receiving Party with access to national networks, including the commodity Internet networks (the "services") through the Receiving Party's connection to the THEnet backbone. Performing Party shall enter into necessary agreements to allow Receiving Party to connect to the THEnet backbone. . Page 1 of 6 OFFICIAL I€I^F;ORD CITY yECFf@TpRY Ft WORTH, TM • IV. Basis for Calculating Reimbursable Costs S ervice Commodity Internet O PTEMAN Infra- structure Charge Main Campus P ort Charge Total Amt of Contract # of U nits (Mbps) Charge per Mbps 100 $12.90 V. Contract Amount Amount per Month $1,290.00 $281.51 $229.00 $1,800.51 # of Months and Dates 12 Months 9/1 /2015-8/31 /2016 12 Months 9/1 /2015-8/31 /2016 12 Months 9/1 /2015-8/31 /2016 The total amount of this Contract shall not exceed $21,606.12. VI. Payment for Services Total for Contract $15,480.00 $3,378.12 $2,748.00 $21,606.12 Performing Party shall send invoices to Receiving Party on a monthly basis. Receiving Party agrees to pay all invoices of Performing Party within thirty (30) days of receipt of such invoice. Performing Party may charge interest on late payments not to exceed one percent (1%). Payments made under this Contract will (1) fairly compensate Performing Party for the services performed under this Contract, and (2) be made from current revenues available to Receiving Party VI1. Warranties Performing Party warrants that (1) it has authority to perform the services under authority granted in Section 65.31, Texas Education Code and Chapter 791, Texas Government Code; (2) it has all necessary power and has received all necessary approvals to execute and deliver this Contract and (3) the representative signing this Contract on its behalf is authorized by its governing body to sign this Contract. Receiving Party warrants that (1) the services are necessary and authorized for activities that are properly within its statutory functions and programs; (2) it has the authority to contract for the services under authority granted tin Chapter 791, Texas Government Code, (3) it has all necessary power and has received all necessary approvals to execute and deliver this Contract; and (4) the representative signing this Contract on its behalf is authorized by its governing body to sign this Contract. Page 2 of 6 VIII. Term of Contract This Contract is effective as of the later of September 1, 2015 or date fully executed by both parties ("Effective Date") and shall terminate on August 31, 2016. IX. Termination Performing party may terminate the Contract without cause upon thirty (30) days' advance written notice of termination to the Receiving Party Receiving party may terminate the Contract without cause upon thirty (30) days' advance written notice of termination to the Performing Party. If this Contract terminates before August 31, 2016 a Termination Fee shall be paid by Receiving Party to Performing Party to reimburse Performing Party for a portion of the costs associated with obtaining the OPTEMAN aggregation port from AT&T. The Termination Fee shall be $281.51 per month beginning at the first month following the termination of this Contract, through August 31, 2016. In no event shall the termination fee exceed $3,096.61 X. Fiscal Funding Out In the event no funds or insufficient funds are appropriated by the Receiving Party in any fiscal period for any payments due hereunder, the Receiving Party will notify Performing Party of such occurrence and this Contract shall terminate on the last day of the fiscal period for which appropriations were received without penalty or expense to the Receiving Party of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. XI. Government to Government Mutual Indemnity and Liability As self -insured, Governmental entities, with certain rights and immunities, in the event of any type of claim, cause, action, lawsuit of any kind or character, rather real or asserted, for any property damage or loss and/or personal injury, including death, or an infringement of any patent, copyright, trademark, trade secret or similar property right arising from the use or sharing of the service, technologies, or equipment in this contract, both parties mutually agree, at its own costs and expense, and to its own interests, to defend, settle, or pay any claim or action, according to its own negligent acts, omissions, or malfeasance of its entity, officers agents, servants, employees or other valid users, subject to the applicable laws and defenses, related to the use and sharing of the service, technologies, or equipment in this agreement. Furthermore, no agreement to transfer risk, liability, negligence, defense, indemnity, or to hold harmless the other entity is implied or intended in this contract. XII. Right to Audit Performing Party agrees that Receiving Pai ty and its internal auditor will have the right to audit, which shall include, but not be limited to the right to complete access to and the right to examine, the financial and business records of Pei forming Party that relate solely to the documentation provided to the City pursuant to this Agreement including but not limited to, all necessary books, papers, documents records, and personnel, (collectively `Records") in order to determine compliance with this Agreement Performing Party shall make all Records available to Receiving Party at 1000 Throckmorton Street, Fort Worth, Texas or at another location acceptable to both parties within thirty (30) days after notice by Receiving Party and shall otherwise cooperate fully with Receiving Party Page 3 of 6 during any audit. Notwithstanding anything to the contrary herein, this section shall survive the expiration or earlier termination of this Agreement. XIII. Immunity It is expressly understood and agreed that in the execution of this Contract, no party waives nor shall be deemed hereby to waive any immunity or defense that would otherwise be available to it against claims arising in the exercise of governmental powers and functions. XIV. Successors and Assigns Neither Party shall assign, sublet, subcontract or transfer any interest in this Contract without the written consent of the other party. No assignment, delegation of duties or subcontract under this Contract will be effective without the written consent of the other party. XV. Venue The Parties to this Contract agree and covenant that this Contract will be enforceable in A&I14A-WTh, Texas; and that if legal action is necessary to enforce this Contract, exclusive o1 f venue will lie in Ta*ra tnCounty, Texas. TQ his XVI. Remedies i No right or remedy granted herein or reserved to the Parties is exclusive of any other right or remedy herein by law or equity provided or permitted; but each shall be cumulative of every other right or remedy given hereunder. No covenant or conditions of this Contract may be waived without written consent of the Parties. Forbearance or indulgence by either Party shall not constitute a waiver of any covenant or condition to be performed pursuant to this Contract. XVII. Severability If any of the terms, sections, subsections, sentences, clauses, phrases, provisions, covenants, conditions or any other part of this Contract are for any reason held to be invalid, void or unenforceable, the remainder of the terms, sections, subsections, sentences, clauses, phrases, provisions, covenants, conditions or any other part of this Contract shall remain in full force and effect and shall in no way be affected, impaired or invalidated. • XVIII. Applicable Law This Contract shall be subject to and is to be construed, governed and enforced under all applicable Texas and Federal laws. Situs of this Contract is agreed to be Tarrant4County, Texas for all purposes, including performance and execution. Favis XIX. Entire Agreement This Contract embodies the complete agreement of the Parties hereto, superseding all oral or written previous and contemporary agreements between the parties relating to matter herein; and except as otherwise provided herein, cannot be modified without written agreement of the parties. Page 4of6 XX. Authorization The undersigned officers or agents are properly authorized to execute this Contract on behalf of the Parties hereto, and each Party hereby certified to the other that any necessary resolutions or actions extending such authority have been duly passed and are now in full force and effect. XXI. Relationship of the Parties It is expressly understood that the employees, methods, facilities, and equipment of the Receiving Party shall at all times be under its exclusive jurisdiction, direction and control. It is understood that the employees, methods, facilities, and equipment of the Performing Party shall at all times be under its exclusive jurisdiction, direction and control. Executed effective as of the Effective Date by the following duly authorized representatives of the Contracting Parties: Receiving Party Performing Party The City of Fort Worth The University of Texas at Austin BY: /GL 4 �i Name:%1/7Lev?LLo Ce77124- Title:adOe (4,41A•/9117 Date: ///2ddit,A5 Approved as to Form and Legality: P'ige Meb e Assistant City Attorney Attest: 1 Mary). Kays City Secreta y Page 5 of 6 ... • l-11�lr�li iArtvs orjilo Ssoc, _;3I u,iiio q ►nn i facts Date: la/7/hf • r• _r OFFICIAL RECORD CITY SECRFTARY Ft WORTH, TX Appendix A: THEnet Use Policy at The University of Texas at Austin Network Abuse Office of Telecommunication Services ("OTS") takes a direct and immediate interest in protecting the operational integrity of the network from any activity at a THEnet subscriber site which causes disruption of communications services on THEnet or e lsewhere on the Internet. In order to protect the network from any such occurrence, THEnet subscriber organizations must be able to physically locate any given computer based on the IP address assigned to it and, upon request, remove that computer from the network or revoke the computer user's access to that and other computers, as appropriate. In any case where on -going disruption of communications services on THEnet or elsewhere on the Internet is traceable to a particular THEnet subscriber o rganization and such activity cannot be controlled by that subscriber, then the subscriber's THEnet connection may be shut down until the disruptive activity has ceased. IP Spoofed Address Denial of Service (DoS) Attacks OTS requires that THEnet subscribers configure their router(s) in such a way as to prevent their site's participation in so-called 'smurf and other IP spoofed address attacks o n other Internet sites. The intended result of this policy is 1) to prevent a smurf attack or other IP spoofed address attack from originating at a THEnet subscriber site, and 2) to prevent the use of a THEnet subscriber as an intermediary amplifier' site. Please see "Preventing IP Spoofed Address Denial of Service (DoS) Attacks" document at htto://www.the.net/tools/does/dosattacks.pho for an example of how to configure your router against DoS attacks. Spam Transmission of unsolicited bulk email ("Spam") by a THEnet subscriber is strictly prohibited, including the maintenance by a THEnet subscriber of 'open relay' systems permitting such transmission by third parties. Additionally, a THEnet subscriber may not host a network service (web based or other) that is advertised in unsolicited bulk email, even though such email originates in other networks. Repeated infractions of this Spam policy will be considered grounds for termination of THEnet service. Resale of THEnet Connectivity The resale of THEnet/Internet access by any THEnet subscriber is prohibited. Page 6 of 6