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Home My WebLink AboutContract 44368-R1 (2)i / / „ � `+ � �' ` __'r• _ •_� i� Texas A&M University Trans-Texas Videoconference Network Internet Data Affiliation Agreement Texas A&M University ("TAMU"), a member of the Texas A&M University System ("TAMUS"), an agency of the State of Texas, on behalf of its Educational Broadcast Services, agrees to provide network services to City of Fort Worth, a Texas home-rule municipal coiporation ("Affiliate"), from TAMUS' Trans-Texas Videoconference Network ("TTVN"), subject to these conditions: 1) The term of this Internet Data Affiliation Agreement ("Agreement") will commence on 11/1/2013 , or when service commences, and will continue through _ll/1/2014 (the "Initial Term") at which time this Agreement may be renewed annually for subsequent one-year terms, (each a"Renewal Term"), upon written consent of the parties, not to exceed five year�s.. 2) The function of TTVN is to serve the members of TAMUS. Connections to other organizations are provided within existing capabilities after TAMUS requirements are satisfied. After the Initial Term, this Agreement may be terminated by either party after giving a ninety (90) day written notice. 3) TTVN will provide a single network connection on a TAMUS router at an appropriate access point on the TTVN networlc. 4) Affiliate must provide the telecommunications data circuit to connect to TTVN, the CSU/DSU(s), associated cabling, and a data router that meet the minimum requirements as set forth by the TTVN staff. TAMU makes no warranties for purchased equipment. 5) Affiliate will be assessed a one-time installation fee to defray the actual cost of providing the connection. This fee is $_0_ and shall be invoiced by TAMU to Affiliate and Affiliate agrees to pay according to the terms of this Agreement within thirty (30) days of receipt of the invoice. 6) Affiliate will be assessed an annual service access fee of $ 5,909.00_ prorated to 11/1/2014 for 10 Mbps. The amount of this fee will be evaluated annually. Payment in full will be due within 30 days that invoice is received. An account which is unpaid for more than sixty (60) days may result in termination of this Agreement. 7) If a Frame Relay circuit is used, Affiliate will pay a prorated portion of the cost, which shall be invoiced by TAMU to Affiliate, of the TAMUS Frame Relay Access Line from the cloud to TTVN. For example, if the line costs Four Thousand Dollars ($4,000) per year and eight (8) entities share the line, the cost would be Five Hundred Dollars ($500) per year per entity. If TAMU costs increase, Affiliate will be notified of corresponding increase. 1;---` ,, - ;;., � c�li'� 3ECRETARY � . 11 i. �: t�. � :� OGC Approved Standard Form 1/4/06 I?F:(;:� IUfA�� C![i01 0� 20i� � 8) Affiliate will not sell or otherwise provide Internet services to any other organization or person as a part of the TTVN connection without the express written consent of TAMUS. 9) Operational support of Affiliate's data communications equipment will be performed by the TTVN support staff. Full access will be granted to TTVN support staff at all times. Affiliate shall retain the right to full access and may malce modifications as required to support the needs of Affiliate. However, should modiiications by Affiliate cause problems to the TTVN network, TTVN support staff shall have the right to remove such equipment from the data network until the abnormalities have been corrected. Repeated instances causing disturbances to the data network may be cause for termination of this Agreement. 10) Responsibility for any LAN installations, operations, and support shall rest solely with Affiliate. 11) Affiliate will provide Domain Name Service. TTVN will provide secondary Domain Name Service if requested. Requests for exceptions to this must be provided in writing. 12) Affiliate shall be responsible for maintenance cost for the Affiliate data communications equipment and any related telecommunications equipment. Affiliate may elect to secure a maintenance contract or time-and-materials support fiom the vendor. 13) Affiliate shall provide assistance to TTVN support staff in isolating connectivity problems within the ability of the organization. 14) If the Afiiliate is unable to implement the connections within ninety (90) days from notification of approval, this Agreement shall be null and void. Afiiliate may request extensions of the ninety (90) day period. TAMU reserves the right to modify or not extend this Agreement at the time of each extension request. 15) Performance by TAMU under this Agreement may be dependent upon the appropriation and allotment of funds by the Texas State Legislature (the "Legislature"). If the Legislature fails to appropriate or allot the necessary funds, TAMU will issue written notice to Affiliate and TAMU may terminate this Agreement without further duty or obligation hereunder. Affiliate acknowledges that appropriation of funds is beyond the control of TAMU. Notwithstanding the foregoing, in the event no funds or insufficient funds are appropriated by Affiliate in any fiscal period for any payments due hereunder, during the Initial Term or during any Renewal Term, Affiliate will notify TAMLT of such occurrence and this Agreement shall terminate on the last day of the fiscal year period for which appropriations were received without penalty or expense to Affiliate of any kind whatsoever, except as to the portions of the payments herein agreed upon for which funds have been appropriated. 16) The parties shall comply with all federal, state, and local laws and regulations applicable to their performance as described in this Agreement. OGC Approved Standard Form Page 2 1/4/06 17) It is understood that Affiliate shall not be liable for any claims against TAMU, its employees, or third persons, other than Affiliate's employees, for damage resulting from or arising out of the activities of TAMU personnel under this Agreement and TAMU agrees, to the extent allowed by the Constitution and laws of the State of Texas, to hold Affiliate harmless from any and all such claims. It is also understood that TAMU shall not be liable for any claims against Affiliate, its employees or third persons other than TAMU employees for damages resulting from or arising out of the activities of Affiliate personnel under this Agreement and, to the extent allowed by the Constitution an laws of the State of Texas, Affiliate agrees to hold TAMU harmless from any and all such claims. 18) The validity of this Agreement and all matters pertaining to this Agreement, including but not limited to, matters of performance, non-performance, breach, remedies, procedures, rights, duties, and interpretation or construction, shall be governed and determined by the Constitution and the laws of the State of Texas. Pursuant to Section 85.18, Texas Education Code, venue for any suit iiled against TAMU shall be in Brazos County, Texas. 19) Neither party is required to perform any term, condition, or covenant of this Agreement, if performance is prevented or delayed by a natural occurrence, a fire, an act of God, an act of terrorism, or other similar occurrence, the cause of which is not reasonably within the control of such party and which by due diligence it is unable to prevent or overcome. 20) The dispute resolution process provided in Chapter 2260, Texas Government Code, and the related rules adopted by the Texas Attorney General pursuant to Chapter 2260, shall be used by TAMU and Affiliate to attempt to resolve any claim for breach of contract made by Affiliate that cannot be resolved in the ordinary course of business. Affiliate shall submit written notice of a claim of breach of contract under this Chapter to the University Contracts Officer of TAMU who shall examine Affiliate's claim and any counterclaim and negotiate with Affiliate in an effort to resolve the claim. 21) General Provisions: TAMU agrees that Affiliate shall, until the expiration of three (3) years after final payment under this Agreement, or the final conclusion of any audit commenced during the said three years, have access to and the right to examine, at reasonable times, any directly pertinent books, documents, papers and records of TAMU involving transactions relating to this Agreement at no additional cost to Affiliate. Affiliate shall give TAMU reasonable advance notice of intended audits. It is understood and agreed that by execution of this Agreement, Affiliate does not waive or surrender any of its governmental powers or immunities. 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. No amendment of this Agreement shall be binding upon a party hereto unless such amendment is in writing, and executed by an authorized representative of each party. The failure of either party to insist upon the performance of any term or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver of the party's respective right to insist upon appropriate performance or to assert any such right on any future occasion. This Agreement may be executed in one or more counterparts OGC Approved Standard Form Page 3 1/4/06 and each counteipart shall, for all purposes, be deemed an original, but all such counterparts shall together constitute one and the same instrument. In witness thereof, the parties hereto have executed this Agreement: Affiliate The person signing below certifies that he/she has the authority to bind Affiliate Susan Alanis Name Assistant City Mana�er Titl�' ,� j � �; , j 3 Si�natu e D�te' Approved to F B. Farmer Assistant City Attorney Contract Authorization: M&C: � Date Approved: ATTEST: By: c�ty �;�`-. _� e �, Texas A&M University Dean K Endler Name Executive Director Contract Administration �iti� 1�..�, � �o<<a��3 '�Signature Date � r �� ,�' �'',�. �t�; ,. ,` t �•��' �� _.,xt11t�1, 1' , ,� j1' ; ,T � • � �: � �,. r ,- i / r: 7 OGC Approved Standard Form �' -'"' � Page 4 1 /4/06