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HomeMy WebLinkAboutContract 45451 (2)v nt*v comrwor Rno 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 OneRain, Inc. with its principal location at 1531 Skyway Dr. Unit D, Longmont CO, ("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 maintenance activities for the Advance Warning System. In order to provide the necessary support, Contractor needs access to Advance Warning System data collection platform, DataWise and Internet. 2. Grant of Limited Access. Contractor is hereby granted a limited right of access to the City's Network for the sole purpose of providing maintenance activities for the Advance Warning System. 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. S ervices are being provided in accordance with City Secretary Contract No. S ervices are being provided in accordance with City of Fort Worth Purchase Order No. PO-14- 00081832. Services are being provided in accordance with the Agreement to which this Access Agreement is attached. N o services are being provided pursuant to this Agreement. 4. Renewal. At the end of the first year and each year thereafter, this Agreement may be renewed annually if the following conditions are met: 4.1 Contracted services have not been completed. 4.2 Contracted services have not been terminated. 4.3 Within the thirty (30) days prior to the scheduled annual expiration of this Agreement, the Contractor has provided the City with a current list of its officers, agents, servants, employees or representatives requiring Network credentials. Notwithstanding the scheduled contract expiration or the status of completion of services, Contractor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Contractor officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Contractor acknowledges, agrees and hereby gives its authorization to the City to monitor Contractor's use of the City's Network in order to ensure Contractor's compliance with this Agreement. A breach by Contractor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Contractor pursuant to this Agreement shall be grounds fo r the City immediately to deny Contractor access to the Network and Contractor's D tallerminate the Agree rent, and pursue any other remedies that the City may have under this Agreement FyintVit.gps, i ' d t , Vendor Network Access Agreement CITY SECRETARY `i ) WORTH, T' f 1, J 11. 108/24/2012 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 S HALL 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, S ERVANTS 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 N EGLIGENT 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 n ot 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 u nauthorized 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 o r 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 n ecessary 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 o r 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 OneRain, Inc. Rev. 08/24/2012 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. 11. 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. 12 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. 13. 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. 14. Severabilitv. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired 15 Force Maieure. 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 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. 16. 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. 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective party to the terms and conditions in this agreement and 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. [SIGNATURE PAGE TO FOLLOW] Vendor Network Access Agreement 3 OneRain, Inc Rev. 08/24/2012 ACCEPTED AND AGREED: CITY OF. ! 'T WORT By: A rtati� 'e'er' Assis ant City Ma ager j` Lt Date: ( g7oi ttiv ATTEST e SUS/ht.) 11-LifV15 By: _ Mary J. Kayser City Secreta', OneRain, Inc.: By: Name: Title: ate: rasl ooS,10the-H Setieun r icy APPROVED AS TO FORM AND LEGALITY:`` By: tMJUL11AflU Assistant City Attorney M & C: none required P•s tioa5 a-/t-a0iV 3'6t w€ yJ L.c re0 L %4 nFFIC1AL RECORD @t\TY SECRETARY tlNOliTH, TX Vendor Network Access Agreement OneRain, Inc. 4 Rev. 08/24/2012 M&C Review Page 1 of 2 DATER 2/18/2014 CODE' P SUBJECT: COUNCIL ACTION: Approved on 2/18/2014 Official site of the City of Fort Worth, Texas FORT WORTH REFERENCE NO.: **P-11625 LOG NAME" 13P13-0262 AWS LSJ TYPE: CONSENT PUBLIC HEARING: NO Authorize Purchase Agreement with High Sierra Electronics and OneRain Incorporated, for a Combined Amount Up to $164,913 00 for Advanced High Water Warning System Equipment and Maintenance for the Transportation and Public Works Department (ALL COUNCIL DISTRICTS) RECOMMENDATION: It is recommended that the City Council authorize a Purchase Agreement with High Sierra Electronics and OneRain Incorporated, for advanced high water warning system equipment and maintenance for the Transportation and Public Works Department for a combined amount up to $164,913.00. DISCUSSION: The Transportation and Public Works Department (Stormwater) will use this Agreement to purchase emergency and non -emergency repairs, preventative maintenance routine maintenance and quarterly inspections on the City's existing high water warning systems. The vendor will provide repair personnel, replacement parts, equipment, material and tools needed to restore the systems to the specifications contained in the manufacturer's maintenance and operations manual. The Invitation to Bid (ITB) consisted of detailed specifications for quality of the equipment and the level of service required to maintain the high water warning system. Currently, the City of Fort Worth has 15 advanced high water warning systems at designated locations. The system activates floodwarning flashers to inform drivers of high water on the roadways. Staff recommends multiple awards to ensure the availability of service when needed. When selecting a vendor, Stormwater will consider pricing, material availability, vendor's proximity to the worksite and scheduling. BID ADVERTISEMENT - This bid was advertised in the Fort Worth Star -Telegram on November 28, 2013, and December 5, 2013. Seventy-four vendors were solicited from the purchasing vendor database system. Two bids were received in response to this ITB. BID TABULATION - See attached bid tabulation. PRICE ANALYSIS - The City has no purchase history for this type of advanced equipment. No guarantee was made that a specific amount of equipment would be purchased Staff certified that the prices are fair and reasonable. ADMINISTRATIVE CHANGE ORDER - An Administrative Change Order or increase may be made by the City Manager in the amount up to $41,228.00 and does not require specific City Council approval as long as sufficient funds have been appropriated. M/WBE OFFICE - A waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in accordance with the BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier http://apps.cfwnet.org/council packet/mc review.asp7ID=19367&councildate=2/18/2014 3/3/2014 M&C Review Page 2 of 2 opportunities are negligible. AGREEMENT TERM - Upon City Council approval, this Agreement shall begin on January 29, 2014, and expire on January 28, 2015. RENEWAL OPTIONS - This Agreement may be renewed for up to three additional one-year terms at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal term. FISCAL INFORMATION/CERTIFICATION: The Financial Management Services Director certifies that funds are available in the current operating budget, as appropriated, of the Stormwater Utility Fund BQN\13-0262\LSJ TO Fund/Account/Centers FROM Fund/Account/Centers Submitted for City Manager's Office by: Originating Department Head: Additional Information Contact: ATTACHMENTS BID TABULATION 13-0262 AWS.pdf Susan Alan's (8180) Aaron Bovos (8517) Jack Dale (8357) LaKita Slack - Johnson (8314) http://apps.cfwnet.org/council_packet/me_review.asp?ID=19367&councildate=2/18/2014 3/3/2014