HomeMy WebLinkAboutContract 46417-NA1 SE.CRETAW
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NETWORK ACCESS AGREEMENT
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This NETWORK ACCESS AGREEMENT ("Agreement") is made and entered into by and
°., V"btv�ie6n 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 Halff Associates, Inc.
with its principal location at 4000 Fossil Creek Blvd., Fort Worth, TX 76137, ("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 drainage review
services. In order to provide the necessary support, Contractor needs access to a Geocortex web
mapping application.
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 drainage review services. 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.
® Services are being provided in accordance with City Secretary Contract No. 46417.
❑ 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 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
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.
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Vendor Network Access Agreement i Rev. 11/01/2013
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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
SHALL 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
OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES. CONTRACTOR, AT CONTRACTOR'S OWN COST OR
EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM,
LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE
NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF CONTRACTOR, ITS
OFFICERS, 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
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.
Vendor Network Access Agreement 2
Halff Associates, Inc. Rev. 11/01/2013
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. 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. Severability. 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
Halff Associates, Inc. Rev. 11/01/2013
ACCEPTED AND AGREED:
CITY OF FORT—WORTH: HALFF ASSOCIATES, INC.:
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By: By:
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OFFICIAL RECORD
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Vendor Network Access Agreement 4
Halff Associates, Inc. Rev. 11/01/2013
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 1219/2014 -Ordinance No. 21563-12-2014
DATE: Tuesday, December 09, 2014 REFERENCE NO.: **C-27106
LOG NAME: 2020DRAI NAG E DESIGN REVIEW SERVICES HAI
SUBJECT:
Authorize Execution of a Professional Services Agreement with Halff Associates, Inc., in the Amount Not to
Exceed $400,000.00 for Drainage Design Review Services and Adopt Appropriation Ordinance (ALL
COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council:
1. Adopt the attached supplemental appropriation ordinance increasing the estimated
appropriations in the Stormwater Utility Fund in the amount of$400,000.00 decreasing the
available cash balance by the same amount; and
2. Authorize the execution of a Professional Services Agreement with Halff Associates, Inc., for
an amount not to exceed $400,000.00 for drainage design review services.
DISCUSSION:
The Professional Services Agreement recommended by this Mayor and Council Communication is for
Drainage Design Review Services associated with private development projects. Halff Associates, Inc.,
will augment staff to reduce the review time of the drainage design component of private development
projects.
In 2011, the Transportation and Public Works Department, Stormwater Management Division published a
Request for Qualifications (RFQ)for various technical services associated with drainage engineering,
including services to review private development projects for compliance with the City's drainage design
standards. Halff Associates, Inc., was selected as one of the most qualified engineering consultants for
this service.
Halff Associates, Inc., proposes to perform this work on an on-call, time and materials basis for a fee not
to exceed $400,000.00. This contract is expected to provide 300—400 reviews over a 12-18 month
period, depending on the level of development activity.
MNVBE Office: Halff Associates, Inc., is in compliance with the City's BDE Ordinance by committing to 15
percent SBE participation. The City's goal on this project is 15 percent.
The project is located in ALL COUNCIL DISTRICTS.
Logname: 2020DRAINAGE_DESIGN REVIEW SERVICES_HAI Page I of 2
FISCAL INFORMATION/CERTIFICATION:
The Financial Management Services Director certifies that upon approval of the above recommendations
and adoption of the attached supplemental ordinance, funds will be available in the current operating
budget, as appropriated, of the Stormwater Utility Fund. Upon approval, the available cash balance of the
Stormwater Utility Fund will exceed the minimum reserve as outlined in the Financial Management Policy
Statements.
FUND CENTERS:
TO Fund/Account/Centers FROM Fund/Account/Centers
PE69 531200 0209207 $400,000.00 PE69 531200 0209207 $400,000.00
CERTIFICATIONS:
Submitted for City Manager's Office by: Fernando Costa (6122)
Originating Department Head: Douglas W. VViersig (7801)
Additional Information Contact: Steve Mason (2027)
ATTACHMENTS
1. 2020DRAINAGE DESIGN REVIEW SERVICES HAI PE69 A015.docx (Public)
2. Compliance Memo -HALpdf (CFW Internal)
3. Copy of Available Cash Report- PE69.xlsx (CM Internal)
Loaname:2020DRAINAGE DESIGN REVIEW SERVICES HAI Page 2 of 2