HomeMy WebLinkAboutContract 44368-R1�o� ��c�'�� I
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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 networlc services to City of Fort Worth, a Texas home-rule municipal
corporation ("Affiliate"), from TAMUS' Trans-Texas Videoconference Networlc ("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 tluough
_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 years..
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 fo�-th by the TTVN staf£ TAMU malces 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
mcrease.
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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 suppoi�t of Affiliate's data communications equipment will be performed by
the TTVN support staf£ Full access will be granted to TTVN suppori 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 modifications by Afiiliate cause
problems to the TTVN network, TTVN support staff shall have the right to remove such
equipment from the data networlc until the abnormalities have been corrected. Repeated
instances causing disturbances to the data networlc 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 inay elect to secure a
maintenance contract or time-and-materials suppoi-t from the vendor.
13) Affiliate shall provide assistance to TTVN support staff in isolating connectivity
problems within the ability of the organization.
14) If the Affiliate is unable to implement the connections within ninety (90) days from
notification of approval, this Agreement shall be null and void. Affiliate 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 TAMU of such
occurrence and this Agreement shall terminate on the last day of the iiscal year period for
which appropriations were received without penalty or expense to Affiliate of any lcind
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.
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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 Governn2ent 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 Ofiicer of TAMU who shall examine Affiliate's claim and any
counterclaim and negotiate with Afiiliate 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 iinal conclusion of any audit
commenced during the said three years, have access to and the right to examine, at
reasonable times, any directly pertinent boolcs, 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 pai-ty 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 assei-t any such right
on any future occasion. This Agreement may be executed in one or more counterparts
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and each counterpart 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 Texas A&M University
The person signing below certifies that
he/she has the authority to bind Affiliate
Susan Alanis Dean K Endler
Name Name
Assistant Cit�Manager Executive Director Contract Administration
Titl rpn
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Si natu e D te � '�Signature Date
Approved to For d Le ality:
B.
Maleshia B. Farmer
Assistant City Attorney
Contract Authorization:
M&C: �
Date Approved:
ATTEST:
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OFFICI�L RE�ORD
CITY SE�RETAR�'
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