HomeMy WebLinkAboutContract 57391 DocuSign Envelope ID: 13A11A1B-76B4-4080-9520-856E2CF9334F CSC No.57391
INTERLOCAL AGREEMENT
Data Center Co-Location Agreement
This INTERLOCAL AGREEMENT (the "Agreement") is made and entered into by and
between the City of Fort Worth ("Fort Worth" or "CFW") acting herein by and through its duly
authorized Assistant City Manager, and the Fort Worth Transportation Authority d/b/a Trinity
Metro ("Trinity Metro"), acting herein by and through its duly authorized President and Chief
Executive Officer, individually referred to as a "party," collectively referred to herein as the
"parties."The term CFW or Fort Worth,when the context so indicates, shall include all employees,
directors, officials, agents, and authorized representatives. The term Trinity Metro, when the
context so indicates, shall include all employees, directors, officials, agents, and authorized
representatives.
RECITALS
WHEREAS, this Agreement is made under the authority of Sections 791.001-791.029,
Texas Government Code;
WHEREAS, each governing body, in performing governmental functions or in paying for
the performance of governmental functions hereunder, shall make that performance or those
payments from current revenues legally available to that party;
WHEREAS, each governing body finds that the subject of this Agreement is necessary for
the benefit of the public and each has the legal authority to perform and to provide the
governmental function or service which is the subject matter of this Agreement;
WHEREAS, each governing body finds that the performance of this Agreement is in the
common interest of both parties and that the division of costs fairly compensates the performing
party for the services or functions under this Agreement; and
WHEREAS, Fort Worth owns and operates the location designated as Eagle Mountain
Data Center for the purpose of providing dual capacity Data Center space for CFW Information
Technologies, supporting the business of the City of Fort Worth and its partner agencies.
NOW THEREFORE, Fort Worth and Trinity Metro agree as follows:
1. Lease For Space. Fort Worth hereby leases to Trinity Metro the use of space for two
technology cabinets inside Fort Worth's Eagle Mountain Data Center premises located at
6801 Bowman Roberts Road, Fort Worth, Texas 76179 ("Leased Space"). The Leased Space
will be used by Trinity Metro to support Trinity Metro's disaster recovery data storage
implementation system("Disaster Recovery Center"). Fort Worth is responsible for the
utility costs associated with housing of equipment for the Disaster Recovery Center in the
Leased Space.
OFFICIAL RECORD
CITY SECRETARY
Communications System Agreement FT.WORTH, TX
DocuSign Envelope ID:13A11AlB-76B4-4080-9520-856E2CF9334F
2. Connectivity. Trinity Metro will provide at its own cost a dedicated circuit into the
Disaster Recovery Center for replication of Trinity Metro's data from Trinity Metro's
production environment.
3. Term. This Agreement shall begin upon the last day executed by the Assistant City
Manager for Fort Worth and shall continue in full force and effect unless terminated in accordance
with the provisions set forth herein.
4. Termination.
a. Convenience. Either Fort Worth or Trinity Metro may terminate the Agreement at
any time and for any reason by providing the other party with 30 day's written notice of
tennination.
b. Breach. If either party commits a material breach of the Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach ten (10) calendar days after receipt of
notice from the non-breaching party, or other time frame as agreed to by the parties. If the
breaching party fails to cure the breach to the reasonable satisfaction of the non-breaching party
within the stated period of time, the non-breaching party may, in its sole discretion, and without
prejudice to any other right under the Agreement, law, or equity, immediately terminate the
Agreement by giving written notice to the breaching party.
C. Fiscal Funding Out. In the event no funds or insufficient funds are appropriated by
Fort Worth in any fiscal period for any payments due hereunder, Fort Worth will notify Trinity
Metro of such occurrence and the Agreement shall terminate on the last day of the fiscal period
for which appropriations were received without penalty or expense to the Fort Worth of any kind
whatsoever, except as to the portions of the payments herein agreed upon for which funds have
been appropriated.
d. Duties and Obligations of the Parties. In the event that the Agreement is terminated
prior to the expiration date thereof, Fort Worth shall pay Trinity Metro for services actually
rendered up to the effective date of termination and Trinity Metro shall continue to provide Fort
Worth with services requested by Fort Worth and in accordance with the Agreement up to the
effective date of termination. Upon termination of the Agreement for any reason, Trinity Metro
shall provide Fort Worth with copies of all completed or partially completed documents prepared
under the Agreement. In the event Trinity Metro has received access to Fort Worth information or
data as a requirement to perform services hereunder, Trinity Metro shall return all Fort Worth
provided data to Fort Worth in a machine readable fonnat or other format deemed acceptable to
Fort Worth. Likewise, in the event Fort Worth has received access to Trinity Metro information
or data as a requirement to perform services hereunder, Fort Worth shall return to Trinity Metro
all such information or data in a machine readable format or other format deemed acceptable by
Trinity Metro.
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DocuSign Envelope ID: 13A1 1A1 B-76B4-4080-9520-856E2CF9334F
5. Compensation. The Leased Space will be provided to Trinity Metro at the cost of$1,500.00
per month, per rack. Totaling $3,000.00 per month. Cost to be reviewed annually for possible
reasonable market adjustment which shall be mutually agreed upon by the parties.
6. Liability. Nothing in the performance of this Agreement shall impose any liability for
claims by one party against the other than claims for which liability may be imposed by the Texas
Tort Claims Act.Nothing herein constitutes a waiver of Fort Worth's or Trinity Metro's sovereign
immunity. In no event shall either party by liable to the other party under any provision of this
Agreement for any consequential, incidental, indirect, exemplary, punitive or special damages,
including but not limited to lost profits or other economic loss. The parties agree that respective
obligations of each party under this Agreement shall be solely that of the respective entities
identified herein, and that no employees, directors, officials, agents or authorized representatives
of either party shall have any personal liability under this Agreement.
7. Access. Trinity Metro personnel will be allowed access by Fort Worth to Trinity Metro's
Disaster Recovery Center equipment at the Leased Space either on a pre-scheduled timeframe, or
in case of immediate need or emergency,by calling the CFW Network Operations Center to escort
them to the site. The parties agree that such access for Trinity Metro personnel at the Leased Space
will not be unreasonably withheld by Fort Worth.
8. Connectivity. Trinity Metro will install and maintain appropriate connectivity circuits in
the Leased Space to provide access to Trinity Metro's systems concerning the Disaster Recovery
Center. These systems will not have access to the CFW network, nor at any time will the CFW
have access to the Trinity Metro network.
9. Right To Audit.
a. Fort Worth agrees that Trinity Metro shall have, until the expiration of the
agreement and removal of the Disaster Recovery Center equipment from the Leased Space,
access to audit the Disaster Recovery Center environment and installation at the Leased Space at
no additional cost to the parties.
b. Trinity Metro agrees that Fort Worth shall, until the expiration of three (3) years
after final payment by Fort Worth under the Agreement, have reasonable access to and the right
to examine any directly pertinent books, documents, papers and records of Trinity Metro
involving transactions relating to the Agreement.Trinity Metro agrees that City shall have access
during normal working hours to all necessary Trinity Metro facilities and shall be provided
adequate and appropriate workspace in order to conduct audits in compliance with the provisions
of this section.Fort Worth shall give Trinity Metro reasonable advance notice of intended audits.
10. Assi ng ment. Unless otherwise authorized under this Agreement, neither party shall have
the right to assign or subcontract any of its duties, obligations or rights under this Agreement
without the prior written consent of the other party, which shall not be unreasonably withheld.
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11. Amendments. No amendment to this Agreement shall be binding upon either party hereto
unless such amendment is set forth in writing, and signed by both parties.
12. Severability. If any provision of this Agreement is held by a court of competent jurisdiction
to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining
provisions shall not in any way be affected or impaired.
13. Confidential Information and Intellectual Property. To the extent permitted by law, each
party for itself and its officers, agents and employees, agrees that it shall treat all information
provided to it by the other party as confidential and shall not disclose any such information to a
third party without providing notice to the other party and the opportunity to object. Each party
shall comply with the Texas Public Information Act and any other law or court order. Each party
shall store and maintain the other party's information in a secure manner and shall not allow
unauthorized users to access, modify, delete or otherwise corrupt the other party's information in
any way. Each party shall notify the other party immediately if the security or integrity of the other
party's information has been compromised or is believed to have been compromised. The parties
agree that nothing in this agreement shall grant directly or by implication, estoppel or otherwise,
any ownership right or license to Fort Worth with respect to any Trinity Metro patents, copyrights,
trademarks, trade secrets or other intellectual property, including any and all Trinity Metro
intellectual property relating in any manner to the Disaster Recovery Center created under this
Agreement.
14. Force Majeure. The parties shall exercise their best efforts to meet their respective duties
and obligations hereunder,but shall not be held liable for any delay in or omission of performance
due to force majeure or other causes beyond their reasonable control, including,but not limited to,
compliance with any state or federal law or regulation, acts of God, acts of omission, fires, strikes,
lockouts, national disasters, pandemics, epidemics, wars, riots, material or labor restrictions,
transportation problems or existing contractual obligations directly related to the subject matter of
this Agreement. Each party shall use diligent efforts to end the failure or delay and ensure the
effects of such Force Majeure Event are minimized. The party shall resume the performance of its
obligations as soon as reasonably practicable after the removal of the cause of the Force Majeure
Event.
15. Governing Law/Venue. This Agreement shall be construed in accordance with the laws
of the State of Texas. Venue for any action brought on the basis of this Agreement shall lie
exclusively in state courts located in Tarrant County, Texas or the United States District Court for
the Northern District of Texas—Fort Worth Division. In any such action, each party shall pay its
own attorneys' fees, court costs, and other expenses incurred as a result of the action.
16. Signature Authority. The person signing this Agreement hereby warrants that he/she has
the legal authority 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.
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DocuSign Envelope ID: 13A1 W B-76B4-4080-9520-856E2CF9334F
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all
By. Valerie Washington(Apr 12,2022 11:36CEZ performance and reporting requirements.
Name: Valerie Washington
Title: Assistant City Manager
Apr 12 2022
Date: P By. S.Trotter(M a r25,202210:10 CDT)
Name: Sallie Trotter
Approval Recommended: Title: Assistant Director
Approved as to Form and Legality:
By:
Name: Kevin Gunn
Title: Director �aOF°FORro 4 By:
PA. °���D Name: Taylor Paris
Attest: 9f.
g o=� Title: Assistant City Attorney
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M&C: n/a
By: annette S.Goodall(Apr 13,202209:25 CDT)
Name: Jannette Goodall
Title: City Secretary
Fort Worth Transportation Authority,
d/b/a Trinity Metro
By. 63':W'a�
Name: Paul J Ballard
Title: President and Chief Executive Officer
Date: a'4.4k a I O
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH, TX
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