HomeMy WebLinkAboutContract 59805-NA1Network Access Agreement (Rev. 8/28/19) Page 1 of 4
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 100 Fort
Worth Trail, Fort Worth, Texas 76102, organized under the laws of the State of Texas and Toter, LLC., a
North Carolina, Limited Liability Company with its principal location at 841 Meacham Road, Statesville,
North Carolina 28677 ("Vendor").
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor responses to
City of Fort Worth Solid Waste customer service issues related to purchases and maintenance of garbage,
recycling and yard waste collection carts. In order to provide the necessary support, Vendor needs access
to ISM (formerly known as ITSM and HEAT).
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's
Network for the sole purpose of providing communications related to Solid Waste Service issues. 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 Vendor with Network Credentials consisting
of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. 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. Otherwise, access rights will automatically expire one (1) year
from the date of this Agreement .
Services are being provided in accordance with City Secretary Contract No. 59805.
Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No.
______.
Services are being provided in accordance with the Agreement to which this Access Agreement is
attached.
Services are being provided without a City Secretary Contract at no cost to the City
No services are being provided pursuant to this Agreement
4.Renewal. This Agreement shall renew in accordance with the term of the Contract or PSK
#. If there is no Contract or PSK #, this Agreement may be renewed annually by City, in its sole discretion,
at the end of the Expiration Date and each renewal term thereafter.
Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor
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. Vendor officers, agents, servants, employees or representatives
may not share the City-assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives
its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's
compliance with this Agreement. A breach by Vendor, its officers, agents, servants, employees or
representatives, of this Agreement and any other written instructions or guidelines that the City provides to
Network Access Agreement (Rev. 8/28/19) Page 2 of 4
Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the
Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may
have under this Agreement or at law or in equity.
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, Vendor agrees to remove entirely any client or communications
software provided by the City from all computing equipment used and owned by the Vendor, its officers,
7. Information Security. Vendor 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. Vendor agrees to notify the City immediately upon discovery of a
limited to, theft of Vendor-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. VENDOR SHALL BE LIABLE AND
RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON
ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS,
SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND
EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR
AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR 'S
DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE
SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL 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 VENDOR, ITS OFFICERS, AGENTS,
SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR '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 VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES.
9.Confidential Information. Vendor, 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. Vendor
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. Vendor 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. Vendor 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 Vendor involving transactions relating to this
Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary
Network Access Agreement (Rev. 8/28/19) Page 3 of 4
Vendor 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 Vendor reasonable advance notice of
intended audits. Vendor 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.
11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written
contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This
Agreement and any other documents incorporated herein by reference constitute the entire understanding
and Agreement between the City and Vendor as to the matters contained herein regarding Vendor'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 Vendor.
13. Assignment. Vendor 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 Majeure. 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 Follows]
•
[ •ecuted effccti e as of the date ,igned hy the J\ i tant City Manager below.]/ [ ACCEPTED
I\ D I\ REED:]
City:
By: Dianna Giordano {Sep 301 202510:06:38 CDT)
ame: Oianna Giordano
Title: Assi tant City Manager
Date: 09/30/2025
Toler, LLC.
By:
ame: -�-.-,,=----ll'Hl"'1t,:f;;'"'�..,,
Title:
Date:
CITY OF FORT WORTI I INTER.1\JAL ROUTI G PROCESS:
Appro,·al Recommended:
By:
Name: Kevin Gunn
Title: Director, IT Solutions
Appro,·ed as lo Form and Le�alily:
By:
ame:
Title:
Candace Pagliara
Sr. As ·istant City Attorney
Conlracl Aulhori:r.alion:
'.\t&C: 25-0145
Appro,•al Dale: 2/25/2025
Form 1295: 2023-I02 I 671
1 etwork Acces Agreement (Rev. /28/19)
Conlracl Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract. including ensuring al I perfom1ance
and reporting requirements.
r,..,,u.,_ .A... ..
Hy: Cyntillla Tyree (Sep Ol, 202511:22:12 COT)
Name: Cynthia Tyree
Title: Assistant Director, IT Finance
City Secretary:
Hy:
Name: Jannette Goodall
Title: City Secretary
Page 4 of 4
9/22/25, 11:01 AM
CITY COUNCIL AGENDA
Create New From This M8�C
DATE:
CODE:
2/25/2025 REFERENCE
NO..
P TYPE:
M&C Review
**M&C 25- LOG NAME:
0145
13P AMEND CSC 59805
SW041512-TOT WASTE
CARTS DM ENV
PUBLIC
CONSENT HEARING: NO
F�RT�'�ORTI�
-�~-
SUBJECT: (ALL) Authorize Execution of an Amendment to City Secretary Contract 59805 with Toter,
LLC for the Purchase, Delivery and Maintenance of Garbage, Recycling, and Yard Waste
Carts to Increase the Annual Amount by $1,839,905.00 for a New Annual Amount Up to
$4,500,000.00 Using Sourcewell Cooperative Contract 041521-TOT for the
Environmental Services Department
RECOMMENDATION:
It is recommended that the City Council authorize the execution of an amendment to City Secretary
Contract No. 59805 with Toter, LLC for the purchase, delivery and maintenance of garbage, recycling,
and yard waste carts to increase the annual amount by $1,839,905.00 for a new annual amount up to
$4,500,000.00 using Sourcewell Cooperative Contract No. 041521-TOT for the Environmental
Services Department.
DISCUSSION:
On July 18, 2023, the City entered into City Secretary Contract (CSC) No. 59805 with Toter, LLC using
a Sourcewell Cooperative Agreement for the purchase, delivery and maintenance of garbage,
recycling, and yard waste carts on an "as-needed" basis. The Environmental Services Department
requested that the Purchasing Division assist with amending the agreement to provide additional
spending authority. The Environmental Services Department will utilize this amendment to increase
City CSC No. 59805 by $1,839,905.00. This increase is requested due to the continued rapid growth
of the City and the large influx of new home communities, which have significantly increased the
demand for essential waste management services including the waste carts required by the program.
To prevent service delays, inefficiencies, and potential public dissatisfaction, a request for additional
funding is being requested. This additional funding will also provide increased revenue opportunities to
the City as residents continually shift to larger size waste carts. This increase aids in maintaining
operational standards, promoting public health, and supporting the solid waste fund's sustainability
and the City's growth. Ensuring every home has access to proper waste disposal is critical to
sustaining the quality of life and meeting our residents' expectations.
Approval of this Mayor and Council Communication authorizes the City to spend up to $4,500,000.00
per year with Toter, LLC for the purchase, delivery and maintenance of garbage, recycling, and yard
waste carts. Actual usage in any term can be up to the authorized amount and will be dependent upon
actual appropriations for this purpose in the departmenYs budgets.
State law provides that a local government purchasing an item under a cooperative purchasing
agreement satisfies state laws requiring that the local government seek competitive bids for purchase
of the item. Sourcewell cooperative contracts have been competitively bid to increase and simplify the
purchasing power of government entities.
Funding is budgeted in the Other Contractual Services account within the Solid Waste Fund for
the Environmental Services Department.
BUSINESS EQUITY -A Business Equity goal is not assigned when purchasing from an approved
purchasing cooperative or public entity.
ADMINISTRATIVE CHANGE ORDER -An administrative change order or increase may be made by
the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not
require specific City Council approval as long as sufficient funds have been appropriated.
apps.cfwnet.org/council_packet/mc_review.asp?ID=33010&councildate=2/25/2025 1 /2
9/22/25, 11:01 AM
M&C Review
RENEWAL OPTIONS — The current term of this Agreement will end on May 28, 2025, with one (1)
one-year renewal option remaining. This action does not require specific City Council approval
provided that City Council has appropriated sufficient funds to satisfy the City's obligations during the
renewal terms.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the recommendation, funds are available in the
current operating budget, as previously appropriated in the Solid Waste Fund. Prior to an
expenditure being incurred, the Environmental Services Department has the responsibility to validate
the availability of funds.
BQN\\
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year Chartfield 2
FROM
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for City Manager's Office by_
Originating Department Head:
Additional Information Contact:
ATTACHMENTS
Reginald Zeno (8517)
Valerie Washington (6192)
Reginald Zeno (8517)
Cody Whittenburg (5455)
Brandy Hazel (8087)
Denise Medrano (8063)
13P AMEND CSC 59805 SW041512-TOT WASTE CARTS DM ENV fid table.xlsx (CFW Internal)
13PAMEND CSC 59805 SW041512-TOT WASTE CARTS DM ENV funds avail.docx (CFW Internal)
CSC 59805- Toter LLC.pdf (CFW Internal)
FORM 1295 CERTIFICATE TOTER.pdf (CFW Internal)
apps.cfwnet.org/council_packet/mc_review.asp?ID=33010&councildate=2/25/2025 2/2