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HomeMy WebLinkAboutContract 45145 (2)(Ant ori ;RITMO, • comma voo „ • DATA SHARING AGREEMENT ("Agreement") Between Periscope Holdings, Inc. ("Periscope") And The City of Fort Worth ("Customer") I. ENTITIES RECEIVING AND PROVIDING DATA ENTITY RECEIVING DATA: CONTACT PERSON: TITLE: ADDRESS PHONE NUMBER: EMAIL: ENTITY PROVIDING DATA: CONTACT PERSON: TITLE: ADDRESS PHONE NUMBER: EMAIL: Periscope Holdings, Inc. Matt Walker President, NIGP Code & Consulting Services 211 E. 7th St , Suite 1100, Austin TX 78746 (512) 666-9405 mwalker@periscopeholdings.com City of Fort Worth, Texas Jack Dale Purchasing Manager 1000 Throckmorton Street Lower Level / City Hall Fort Worth, Texas 76102 (817) 392-8357 jack.dalefortworthtexas.gov II. PURPOSE, AUTHORITY AND TERM OF AGREEMENT A. PURPOSE To facilitate the creation of a Procurement Intelligence database and reporting tool, Periscope and Customer are entering into an agreement which will allow for Periscope's use of Customer's procurement data. B. LEGAL AUTHORITY Periscope Holdings, Inc. is a Delaware corporation, having a principal place of business at 211 East 7th Street, Suite 1100, Austin, TX 78701. Periscope provides government procurement products and services to help streamline the public procurement function. Fort Worth is a state/local governmental entity located at 1000 Throckmorton Street, Fort Worth, Texas 76102. Customer's Purchasing Division is responsible for managing the procurement and procurement -related functions for Fort Worth. OFFUCIAL GITY SECRETAU%' Ft WORTH, TX I CEIVED NOV 2bMI6 C. GOVERNING LAW / VENUE This Agreement shall be construed in accordance with the internal 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. D. PERIOD OF PERFORMANCE This Agreement shall be effective when signed by both parties ("Effective Date") and shall continue for five years or until terminated pursuant to the termination clause contained herein. III. DESCRIPTION OF DATA The following data will be provided under this Agreement Transaction -level purchasing data extracted from the BuySpeed system (and consistent with the BuySpeed data structure), inclusive of Purchase Order data, Bid data, and Requisition data. IV. ACCESS TO DATA A. METHOD OF ACCESS AND TRANSFER Data will be obtained via one of three ways, depending upon the preference of Customer. The first option applies if Periscope hosts the BuySpeed instance of Customer, in which case Periscope will have direct access to the data upon Customer's acceptance of this Agreement. The second option is via Periscope's secure FTP site, which can be accessed by Customer to transfer a back-up copy of its BuySpeed database to Periscope. The third option is via a download into Microsoft® Excel® that Customer transmits to Periscope. The Network Access Agreement, attached here to as Exhibit "A" and incorporated herein for all purposes, contains the terms of data access B. FREQUENCY OF DATA EXCHANGE An initial data exchange will take place within 30 days of execution of this Agreement. Additional data will be exchanged as needed to enable updated analysis, with the expectation that an updated data file is provided to Periscope at least annually. SECURITY AND CONFIDENTIALITY OF DATA A. DATA SECURITY Periscope will not share the data as identifiable to Customer with other entities, nor will non -aggregated individual records be shared with other entities. All reasonable precautions shall be taken to secure the data from individuals who do not specifically have authorized access. Data shall be kept on a password - protected file server located in a secure environment. B. NON -DISCLOSURE OF DATA 1. Periscope and Customer shall not disclose, in whole or in part, the data described in this agreement to any individual or agency not specifically authorized by this Agreement. 2. Data shall be provided by Customer on a timely basis. Periscope will report back to Customer periodic updates regarding the status of analysis tools developed and reporting options available for consumption. 3. Periscope and Customer will not disclose directly to or use for the benefit of, any third party confidential information, knowledge or data acquired by virtue of its relationship with the other party named in this Agreement, without the prior written approval of the other party. It is understood and agreed by the parties that the obligations of this paragraph shall survive the expiration of termination of this Agreement. VII. CONSIDERATION Data shall be provided to Periscope by Customer for the purposes of building a data repository and for analysis purposes. In return, Periscope will provide Customer with full -access subscription to any developed Procurement Intelligence application and standard reports for a period of five (5) years from Effective Date. VIII. DATA USE AND OWNERSHIP Customer retains all ownership rights of the data provided. Periscope has the right to use the data to develop software applications, prepare analyses, and create and market summary -level reports. Periscope will assert no right, claim or interest of any nature whatsoever with respect to data ownership; and Customer will assert no right, claim or interest of any nature whatsoever with respect to intellectual property developed by Periscope for use of the data, including specifically but, without limitation, reports and software applications. IX. SEVERABILITY If any provision of this Agreement or any provision of any document incorporated by reference shall be held invalid, such invalidity shall not affect the other provisions of this Agreement which can be given effect without the invalid provision, if such remainder conforms to the requirement of applicable law and the fundamental purpose of this agreement, and to this end the provisions of this Agreement are declared to be severable. TERMINATION A. Either party may terminate this Agreement upon 30 days prior written notification to the other party. If this Agreement is so terminated, the parties shall be liable only for performance rendered or costs incurred in accordance with the terms of this Agreement prior to the effective date of termination. B. At the expiration or termination of this agreement, Periscope shall return all data provided by the Customer under this Agreement to the Customer. Xl. RIGHT OF INSPECTION Periscope shall provide Customer the right of access to its facilities at all reasonable times, in order to monitor and evaluate performance, compliance, and/or quality assurance under this contract. XII. ALL WRITINGS CONTAINED HEREIN This Agreement contains all the terms and conditions agreed upon by the parties. No other understandings, oral or otherwise, regarding the subject matter of this Agreement shall be deemed to exist or to bind any of the parties hereto. CITY OF FORT WORTH: Byl a-ft-- Susan Alanis Assistant City Manager ATT \at( By Mary J. Kayser City Secretary APPROVED AS TO FORM AND LEGALITY: )1/ f By: /ivok-c_ Assistant City Attorney c-- CONTRACT AUTHORIZATION: M&C: No MC Needed Date Approved: N/A PERSICOPE HOLDINGS, INC.: By CCL5tt VP8peaMS Name/Title P itiVAArkl ©TEN SECREMEi1 FT. WORTH, YAK Exhibit A 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 PERISCOPE HOLDINGS, INC with its principal location at 211 E. 7TH Street, Suite 1100, Austin, Texas 78746, ("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 a Procurement Intelligence database and reporting tool. In order to provide the necessary support, Contractor needs access to transaction -level purchasing data extracted from the BuySpeed system (and consistent with the BuySpeed data structure), inclusive of Purchase Order data, Bid data, and Requisition data. 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 a Procurement Intelligence database and reporting tool. 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. S ervices 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 for the City immediately to deny Vendor Network Access Agreement Rev. 08/24/2012 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. 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 O MISSION(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 O FFICERS, 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 O FFICERS, 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 Vendor Network Access Agreement 2 PERISCOPE HOLDINGS, INC. Rev. 08/24/2012 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. 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. Assianment. 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 PERISCOPE HOLDINGS, INC. Rev. 08/24/2012 ACCEPTED AND AGREED: CITY OF FORT WORTH: By: ;z, Susan / anis Assistant City Date: 1 1 ATTES By 'Mary J. Kayser City Secretary ana er I°I�l� APPROVED S TO FORM AND L By: I� 1 �� Assistant City,4ttor6ey M & C: none required Vendor Network Access Agreement PERISCOPE HOLDINGS, INC. 4 By: PERISCOPE HOLDINGS, INCORPORATED: By: RAW (C)C2t Name: PtubflCt&' Vruct Title: '1/p1 flzvn$nis Date: ATTEST: -1/ ✓_ ame: MISti 13CLLI,V Title: C)tcil4- R �t"►'��1 1�i�� SprDedlist 1,i l t.�- OFFICIAL ECORD COTY RE T`cY Fit M kliN, `!i2