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 AFFILIATE NAME (“Affiliate”), from TAMUS’ Trans-Texas Videoconference Network (“TTVN”), subject to these conditions:
1) The term of this Internet Data Affiliation Agreement (“Agreement”) commences on the later of ______, or when service commences (as documented in writing by the parties), and will continue through ______at which time this Agreement will, unless either party notifies the other in writing otherwise in advance, automatically renew for subsequent one-year terms, not to exceed five years including the initial term. After the renewal period, this Agreement may be renewed by written agreement executed by both parties.
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. Should the requirements of either party change, either party may terminate this Agreement after giving a 90 day written notice to the other party.
3) TAMU will provide a single network connection on a TAMUS router at an appropriate access point on TTVN.
4) Affiliate shall 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 TAMU TTVN staff. TAMU makes no warranties for purchased equipment.
5) Affiliate will be assessed a onetime installation fee to defray the actual cost of providing the connection. This fee is $______and shall be invoiced by TAMU to Affiliate and Affiliate shall pay according to the terms of the invoice.
6) Affiliate will be assessed an annual service access fee of $______prorated to ______. The amount of this fee will be evaluated annually. Payments may be paid in twelve equal monthly payments due by the 10th day of each month. An account which is unpaid for more than 60 days may result in termination of this Agreement.
7) If a Frame Relay circuit is used, Affiliate shall 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 $4,000 per year and eight entities share the line, the cost would be $500 per year per entity. If TAMU’s costs increase, Affiliate will be notified of corresponding increase.
8) Affiliate may 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) TAMU shall provide operational support of Affiliate’s data communications equipment related to TTVN. Affiliate shall grant full access will be granted to TAMU at all times. Affiliate retains the right to full access and may make modifications as required to support the needs of Affiliate. However, should modifications by Affiliate cause problems to TTVN, TAMU support staff may remove such equipment from the data network until the abnormalities have been corrected. TAMU may terminate this Agreement effective upon written notice to Affiliate should repeated instances of disturbances to TTVN occur.
10) Affiliate is responsible for any LAN installations, operations, and support.
11) Affiliate shall provide Domain Name Service. TAMU shall provide secondary Domain Name Service if requested. Requests for exceptions to this must be provided in writing.
12) Affiliate is 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 from the vendor.
13) Affiliate shall provide assistance to TAMU staff in isolating connectivity problems within the ability of Affiliate.
14) If the Affiliate is unable to implement the connections within 90 days from notification of approval, this Agreement will terminate. Affiliate may request extensions of the 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. Affiliate acknowledges that appropriation of funds is beyond the control of TAMU.
16) The parties shall comply with all federal, state, and local laws and regulations applicable to their performance under this Agreement.
17) TAMU provides TTVN and any related services as-is and as available, without warranty of any kind. TAMU disclaims any implied warranties of merchantability or fitness for a particular purpose and all other warranties. TAMU does not warrant that TTVN or any related services will meet Affiliate’s requirements or that the operation of TTVN will be uninterrupted or error-free, or that any defect in TTVN will be corrected. Affiliate assumes all risk for the use of TTVN.
18) The substantive laws of the State of Texas (and not its conflicts of law principles) govern all matters arising out of or relating to this Agreement and all of the transactions it contemplates. Pursuant to Section 85.18, Texas Education Code, venue for any suit filed against TAMU must be in Brazos County, Texas.
19) For purposes of this Agreement, “Force Majeure Event” means, with respect to a party, any event or circumstance, whether or not foreseeable, that was not caused by that party and any consequences of that event or circumstance. If a Force Majeure Event prevents a party from complying with any one or more obligations under this Agreement, that inability to comply will not constitute a breach if: (a) that party uses reasonable efforts to perform those obligations, (b) that party’s inability to perform those obligations is not due to its failure to (1) take reasonable measures to protect itself against events or circumstances of the same type as that Force Majeure Event or (2) develop and maintain a reasonable contingency plan to respond to events or circumstances of the same type as that Force Majeure Event, and (c) that party complies with its obligations under this section. If a Force Majeure Event occurs, the noncomplying party shall promptly notify the other party of occurrence of that Force Majeure Event, its effect on performance, and how long the noncomplying party expects it to last. Thereafter the noncomplying party shall update that information as reasonably necessary. During a Force Majeure Event, the noncomplying party shall use reasonable efforts to limit damages to the other party and to resume its performance under this agreement.
20) To the extent applicable, Affiliate shall use 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, 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.
The parties have executed this Agreement on the date(s) indicated below:
Affiliate Texas A&M University
The person signing below certifies that
he/she has the authority to bind Affiliate
Name Name
Title Title
Signature Date Signature Date
OGC Approved Standard Form Page 1
1/2017