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HomeMy WebLinkAbout060163-NA1 - General - Contract - Q-Free America, Inc.Docusign Envelope ID: 592C2872-D02A-4FFC-B6D8-C455C6A774AE CSC No. 60163-NAl hIJ� 111`.`[� '71._ :-�K�.XY�er1:7 �I Flu 1 �1►Y�1 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 Q-Free America, Inc., with its principal location at 870 Greenbriar Circle, Ste 102, Chesapeake, VA 23320 ("Vendor"). 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's network in order to provide software upgrade services to products used by the Transportation and Public Works department In order to provide the necessary support, Vendor needs access to various City systems as required to provide the requested services. 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 software upgrade services to products used by the Transportation and Public Works department. 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 ("Expiration Date"). ® Services are being provided for products purchased through City Secretary Contract No. 60163. ("Contract") ❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. . ("PSK #") ❑ Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ("Contract") ❑ 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 OFFICIAL RECORD Network Access Agreement (Rev. 8/28/19) CITY SECRETARY page 1 of 4 FT. WORTH, TX Docusign Envelope ID: 592C2872-D02A-4FFC-B6D8-C455C6A774AE 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, agents, servants, employees and/or representatives to access the City's Network. 7. Information Securitv. 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 breach or threat of breach which could compromise the integrity of the City's Network, including but not 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 2 of 4 Docusign Envelope ID: 592C2872-D02A-4FFC-B6D8-C455C6A774AE 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. Assienment. 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 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 Authoritv. 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] Network Access Agreement (Rev. 8/28/19) Page 3 of 4 Docusign Envelope ID: 592C2872-D02A-4FFC-B6D8-C455C6A774AE [Executed effective as of the date signed by the Assistant City Manager below.] I [ACCEPTED AND AGREED:] City: By: Dianna Giordano (Nov 24, 202513:12:20 CST) Name: Dianna Giordano Title: Assistant City Manager Date: 11/24/2025 Q-Free America, Inc. �Signed by: �::;,,., 'v.,�°1' Title: Chief Executive Officer Date: 11/18/2025 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: By: cs��� �o?i4�025�:�(ds�! a r a Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: 23-0748 Approval Date: 9/12/2023 Form 1295: 2023-1045598 Network Access Agreement (Rev. 8/28/19) Contract Compliance Manager: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Cyftt!t;::(�02514:53:09 CST) Name: Cynthia Tyree Title: Assistant Director, IT Finance City Secretary: By: F A �Name: Jannette Goodall Title: City Secretary Page 4 of4 11/18/25, 2:08 PM M&C Review CITY COUNCIL AGENDA Create New From This M&C DATE: 9/12/2023 REFERENCE NO.. CODE: G TYPE: Official site of the City of Fort Worth, Texas FORT WORTH `11�- **M&C 23- 13P COOP BB 703-23 0748 LOG NAME: HIGHWAY SAFETY AND TRAFFIC CONTROL EC TPW PUBLIC CONSENT HEARING: NO SUBJECT: (ALL) Authorize Non -Exclusive Purchase Agreements with Multiple Vendors Using BuyBoard Cooperative Contract No. 703-23 for the Purchase of Highway Safety Products and Equipment in a Combined Annual Amount Up to $2,465,013.28 for the Initial Term and Authorize Two One -Year Renewal Options for Up to $3,060,954.10 for Renewal One and $3,805,880.10 for Renewal Two for the Transportation and Public Works, Aviation, Parks and Recreation and Police Departments RECOMMENDATION: It is recommended that the City Council authorize non-exclusive purchase agreements with multiple vendors using BuyBoard Cooperative Contract No. 703-23 for the purchase of highway safety products and equipment in a combined annual amount up to $2,465,013.28 and authorize two consecutive one-year renewal options for up to $3,060,954.10 for renewal one and $3,805,880.10 for renewal two for the Transportation and Public Works, Aviation, Parks and Recreation and Police Departments. DISCUSSION: The Transportation and Public Works (TPW), Aviation, Parks and Recreation (PARD) and Police Departments approached the Purchasing Division to enter into agreements with the awarded vendors under BuyBoard Contract No. 703-23. The contract offers a variety of products for highway safety and traffic control. The user -departments will utilize the agreements to purchase various road safety and traffic control products and equipment, such as roadwork barricades, on an as needed basis. Staff from the user -departments identified and selected multiple vendors from BuyBoard's Final Catalog Award Report according to price, availability, and products offered. Approval of this Mayor and Council Communication authorizes the City to execute agreements with the following vendors: Tiger Traffic, Inc., Traffic and Parking Control Co. Inc., Texas Highway Products, LTD., Centerline Supply, Inc., Texas Traffic and Barricade, LLC., American Signal Company, All Traffic Solutions, Inc. and Buyer's Barricade, Inc. BuyBoard Contract No. 703-23 has an initial term beginning on June 1, 2023, through May 31, 2024, and includes two one-year renewal options. The Request for Proposal for BuyBoard Contract No. 703-23 was published on July 12, 2022, and responses were opened on January 19, 2023. BuyBoard contracts offer fixed discounts. Staff reviewed the pricing and determined it to be fair and reasonable. 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 items. BuyBoard contracts have been competitively bid to increase and simplify the purchasing power of government entities. Approval of this M&C authorizes the City to spend up to $2,465,013.28 for the initial term, $3,060,954.10 for the first renewal, and $3,805,880.10 for the second renewal. However, the actual first year spend is anticipated to be $1,972,010.62 based on current budget allocations. A 25\% contingency is added to the authorized amount to ensure adequate coverage in the event of unexpected increases in demand. Actual usage in any term can be up to the authorized amount and will be dependent upon actual appropriations for this purpose in the departments' budgets.The annual department allocation for these agreements is: apps.cfwnet.org/council_packet/mc review.asp?ID=31374&councildate=9/12/2023 1/3 11/18/25, 2:08 PM M&C Review Department Annual Amount Annual Amount Annual Amount Initial Term Renewal 1 Renewal 2 TPW $1,907,010.62 $2,383,763.28 $2,979,704.08 Aviation $25,000.00 $25,000.00 $25,000.00 PARD $15,000.00 $15,000.00 $15,000.00 Police $25,000.00 $25,000.00 $25,000.00 25\% Purchasing $493,002.66 $612,190.82 $761,176.02 contingency Combined $2,465,013.28 $3,060,954.10 $3,805,880.10 Annual Totals Funding is budgeted in the participating departments' Operating & Capital budgets, as appropriated. The initial term of the agreements will expire on May 31, 2024, in line with the cooperative agreement and may be renewed for up to two additional one-year terms, in accordance with the terms of the BuyBoard Contract. 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. A M/WBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity. This project will serve ALL COUNCIL DISTRICTS. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current operating & capital budgets, as previously appropriated in the participating departments' Operating & Capital Funds to support the approval of the recommendation and execution of the agreements. Prior to an expenditure being incurred, the participating departments have the responsibility to validate the availability of funds. BQN\\ TO Fund Department Account Project ID I I ID FROM Fund Department Account Project ID I I ID Submitted for Citv Manaaer's Office by: Originating Department Head: Additional Information Contact: Program I Activity I Budget Reference # Year (Chartfield 2) Program I Activity I Budget Reference # Year (Chartfield 2) Reginald Zeno (8517) William Johnson (5806) Reginald Zeno (8517) Lauren Prieur (6035) Jo Gunn (8325) Eugene Chandler (2057) Amount Amount apps.cfwnet.org/council_packet/mc review.asp?ID=31374&councildate=9/12/2023 2/3 11/18/25, 2:08 PM M&C Review ATTACHMENTS All Traffic Solutions- 1295.pdf (CFW Internal) American Sianal 1295.pdf (CFW Internal) Centerline 1295.pdf (CFW Internal) Centerline Sams.pdf (CFW Internal) TAPCO Form 1295 Certificate.pdf (CFW Internal) Texas Highway Products SAMs.pdf (CFW Internal) Texas Highway.. Form 1295 Certificate 101075972 (002)..pdf (CFW Internal) Texas Traffic and Barricade-1295.pdf (CFW Internal) Tiger Traffic 1295.pdf (CFW Internal) apps.cfwnet.org/council_packet/mc review.asp?ID=31374&councildate=9/12/2023 3/3 FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Q-Free America, Inc. Subject of the Agreement: CSC 60163, Network Access Agreement for access to the City's Networks for the purpose of providing software upgrade services to products used by the Transportation and Public Works department. M&C Approved by the Council? * Yes 8 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 8 60163-NA1 If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 8 If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 8 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Expiration Date: 5/31 /2026 If different from the approval date. If applicable. Is a 1295 Form required? * Yes 8 No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. N/A *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 8 No ❑ Contracts need to be routed for CSO processinv- in the followinv- order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.