HomeMy WebLinkAboutContract 45145 `n5'' aiNNJ,
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DATA SHARING AGREEMENT ("Agreement")
Between
Periscope Moldings, Inc. "Periscope"
And
The Cite of Fart Worth "Customer"
ENTITIES RECEIVING AND PROVIDING DATA
ENTITY RECEIVING, DATA. Periscope Iol ings, Inc.
CONTACT PERSON; Matt Walker
TITLE: President, NIGP Code & Consulting Services
ADDRESS: 211 E. 7th St.11 Suite 1100, Austin TX 78746
PHONE NUMBER.* (512)666-9405
EMAIL. mwalker@peris,copeholdings.com
ENTITY PROVIDING DATA. City of Dort Worth, Texas
CONTACT PERSON. Jack Cale
TITLE. Purchasing Manager
ADDRESS 1000 Thr+ c morton Street
Loner Level! City Mall,
Fort w'''orth, Texas 76102
PHONE NUMBER.' 17) 392-8357
EMAIL. jack.dale �fortwo,rthtexas. ov
II,
PURPOSE,AUTHORITY Y 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 Moldings, Inc. is a Delaware corporation, having a principal place of
business at 211 East 711 Street, Suite 11 0 , Austin, TX 78701. Periscope
provides government procurement products and services to help strearrili�ne the
public procurement f unction.
Fart Worth is a state/local governmental entity located at 1 000 Throckmorton
Street, Part Worth, Texas 76102. Customer's Purchasing Division is responsible
for a a ink the procurement and procurement-related fuincti�cnls for Fort Worth.
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C. GOVERNING, LAW /VENUE
This Agireemeinit 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.
111111. DESCRIPTION OF DATA
The following data will be provided under this Agreement-. Transaction-level purchasing
data extracted from the Buy Speed 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 obtain�ed', via one of three ways, depending upon the preference of
Customer. The first option applies if Periscope hosts the BluySpeed 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
secure F 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 O 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.
V. SECURITY AID 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
i
reasioinabil�e 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.
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B. NOW 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 wiill
report back to Customer periodic updates regarding the status of analysis
tools developed and reporting options available for consumption.
I Periscope and Customer will not disclose directly to, or use for the benefit
of I any third party confidential in�forrnation, knowledge or data acquired by
virtue of its rela�ti�on�shiip 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 obl�igation�s,of this paragraph shall survive
the expiration of termination of this Agreement.
VII. CONSIDERATION
'Data shall be provided to, Pleiriiscope by Customer for the purposes, of building a data
repiols,itolry 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.
V111. 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. S,EVERABILITY
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 appl'icable law and the fundamental purpose of this
agreement, ain:d to this end the provisions of this Agreement are declared to be
severable.
X. TERMINATION
A. Either party may terminate this, Agreement upon 30 days prior written notification
I
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.
X11. RIGHT OF INSPECTION
Periscope shall provide Customer the right of access to its facilities at all reasonable
times,1 in order to monitor and evaluate performance,, compliance, and/or quality
assurance under this contract.
AIL. 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.
I
CITY OF' FORT WORTH. PERSICOPE HOLDINGS, INC.:
�1 A IA By
11�4usan Ala n,is Name/Title
ssistant City Manager
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Mary J. Kayser
City Secretary
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APPROVED AS TO FORM AND LEGALITY-.
By:
Assistant City Attorney
CONTRACT AUTHORIZATION:
M&C.. No M Needed
Date Approved: N/A rOFFICIAL RECORD
I
CITY SECRETARY
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FTY,WORTH,TX
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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. 7T" Street, Suite 1100, Austin, Texas 78!746,
("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 tooll. In order to provide the necessary support, Contractor need's
access to transaction-level purchasing data extracted from the BluySpeed system (and: consistent with the
BuySpleed data structure), inclusive of Purchase Order,data, Bid data, and Requisition data.
2. Grant of L*I'ml*ted 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 ICs 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 term�inatiioin, of the contracted
services, whichever occurs first. This Agreement will be associated with the Services designated below.
El Services,are being provided in accordance with City Secretary Contract No.
El Services are being provided in accordance with City of Fort Worth Purchase Order No.
Services are being provided in accordance with the Agreement to which this Access Agreement
is attached
No services,are beinugi 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 (301) 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 re,quire
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 IlDs and passwords. Contractor acknowledges, agrees and hereby gives
its authorization to the City to monitor Contractor's use of the City 11 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 lZev. 08/24/2012
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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. A I I
greement 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.
1 4%
2. Amendments. The terms of this Agreement shall not be waived, altered, modifiied,
supplemented, or amended in any mariner except by written instrument signed by an authorized
representative of both the City and Contractor.
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3. 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. Sieverabilli!y. 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.
1;041 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,.
10. 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 He in state courts located in Tarrant County, Texas or the United!
States District Court for the Northern District of Texas, Fort Worth Division.
17. Sic-iniatgre Auf on y 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 iin 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, IN G., Rev., 08/24/2012
1
ACCEPTED AND AGREED*.
CITY OF FORT WORTH." PERISCOPE HOLDINGS, INCORPORATED:
By: �A 11'In By:
Susan*Ais
Assistant it ana er Title:
Date: Date:
ATT ATTEST:
By:
iar�J. Kayser 'Name: 10H�h BcUtY
City Secretary Title:
APPRQ�%D,' ITO,FORM AND
By,
Assistant Cit tter
M &C:l non recuireld %Al
OFFICIAL RECORD
CITY SECRETARY
FT.WORTH,TX
Vendor Network Access Agreement
PERISCOPE HOLDINGS, INC. V,