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HomeMy WebLinkAbout063298-NA1 - General - Contract - Netsync Network Solutions, Inc.CSC No. 63298-NA1 NETWORK ACCESS AGREEMENT This Network Access Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City,") a Texas home rule municipality, and Netsync Network Solutions, Inc. ("Vendor,") a Texas corporation. 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's netwark in order to provide services as described in the Cooperative Agreement. In order to provide the necessary support, Vendor needs access to various City systems as it pertains to the services agreed upon in the Contract. 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 provided services as described in the Vendor Services Agreement. 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 in accordance with City Secretary Contract No. 63298. ("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 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. OFPICIAL RECORD Network Access Agreement (Rev. 8/28/19) ciry secReraRr � page 1 of 4 FT. WORTH, TX 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 Netwark. 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. Con�dential 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 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 Network Access Agreement (Rev. 8/28/19) Page 2 of 4 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. A�reement 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. Severabilitv. 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 Mai eure. 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. Si�nature 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 [Executed effective as of the date signed by the Assistant City Manager below.] /[ACCEPTED AND AGREED:] City: G�AIV�� By. DlannaGlordano(Jan26,202611:35:32CST) Name: Dianna Giordano Title: Assistant City Manager O1/26/2026 Date: Netsync Network Solutions, Inc. By: Sonia Romo Name: Sonia Romo Tltle: Contracts and Legal Administrator Date: ol/2z/2oz6 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: /-� � By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: 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. � B�I; Cyn��t a T�yree (Jan , 20261439:41 CST) Name: Cynthia Tyree Title: Asst. IT Solutions Director B Canda�e Pa�liara y: �r,�a«��a���a�;�=�z� zo���oz� r, Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: 25-0390 Approval Date: 5/13/2025 Form 1295: 2025-1297756 City Secretary: ��a % .�� By; `l Name: Jannette Goodall Title: City Secretary .d.ovonnq� �>°�° �oRT�aa� ° o� 0°�'o a��10 Pvo 0=4 oPa,� p o *� aaa o�'EXP`�o4 �bnaao4� C�7��[y►,1�:�=[K�7:7�: C�] ��'[►� �[y:� � l�l:�'1 FT. WORTH, TX Network Access Agreement (Rev. 8/28/19) Page 4 of 4 5/8/25, 2:50 PM ACITY COUNCIL AGEND Create New From This M&C DATE: 5/13/2025 REFERENCE **M&C 25- NO.: 0390 CODE: C TYPE: CONSENT M&C Review F�1RT�'�'URTH -�� LOG NAME PUBLIC HEARING: 04FY2025 IT INFRASTRUCTURE MULTI COOP � SUBJECT: (ALL) Authorize Execution of Non-Exclusive Cooperative Purchase Agreements for Information Technology Infrastructure Using the Interlocal Purchasing System for a Combined Annual Amount Up to $3,200,000.00 for ldentified Vendors and Authorize Renewal Options; Authorize Execution of Non-Exclusive Cooperative Purchase Agreements for Information Technology Infrastructure Using Multiple Texas Department of Information Resources Cooperative Contracts for a Combined Annual Amount Up to $5,300,000.00 for ldentified Vendors and Authorize Renewal Options for the Information Technology Solutions Department RECOMMENDATION: It is recommended that the City Council: 1. Authorize the execution of non-exclusive Cooperative Purchase Agreements for the City's information technology infrastructure using The Interlocal Purchasing System Cooperative Contract No. TIPS 230105 with ePlus Technology, Inc., Netsync Network Solutions, Inc., and World Wide Technology, LLC, for a combined annual amount up to $3,200,000.00 and authorize four one-year renewal options in the same annual amount; 2. Authorize the execution of non-exclusive Cooperative Purchase Agreements for the City's information technology infrastructure using Texas Department of Information Resources Cooperative Contract No. DIR-CPO-5347 with Netsync Network Solutions, Inc., Presidio Networked Solutions Group, LLC, and World Wide Technology, LLC for a combined annual amount up to $4,200,000.00 and authorize four one-year renewal options in the same annual amount; and 3. Authorize the execution of non-exclusive Cooperative Purchase Agreements for the City's information technology infrastructure using Texas Department of Information Resources Cooperative Contract No. DIR-TSO-4288 and its successor contract with ePlus Technology, Inc., Netsync Network Solutions, Inc., Presidio Networked Solutions Group, LLC, and World Wide Technology, LLC for a combined annual amount up to $1,100,000.00 and authorize four one-year renewal options in the same annual amount. DISCUSSION: The Information Technology Solutions Department (IT Solutions) has historically utilized non-exclusive cooperative purchasing agreements to support the City's information technology (IT) infrastructure. IT infrastructure includes equipment, software, and services that support the City's servers, data storage, virtual desktop environment, network and telephone systems. Additionally, these agreements support necessary refresh of equipment that has reached the end of lifecycle and new projects for all City departments. On September 15, 2020, City Council approved Mayor & Council Communication (M&C) 20-0650 authorizing the execution of twenty-five (25) non-exclusive cooperative purchase agreements to support continued purchasing of IT infrastructure and support projects such as safety and security, new building projects, building upgrades, building renovations and building expansion. Approval of M&C 20-0650 eliminated prior spending authority authorized under M&C's P-12248, 19-0123 and 19-0270. On September 28, 2021, City Council approved M&C 21-0753 authorizing the execution of fifteen (15) non- exclusive cooperative purchase agreements to support continued purchasing of IT infrastructure and apps.cfwnet.org/cou ncil_packet/mc_review.asp? I D=33253&cou ncildate=5/13/2025 1/3 5/8/25, 2:50 PM M&C Review upgrades necessary for New City Hall and renovations to the Fort Worth Convention Center. Approval of this M&C eliminated prior spending authority authorized under M&C 20-0650. On February 14, 2023, City Council approved M&C 23-0061 authorizing the execution of seventeen (17) non-exclusive cooperative purchase agreements to request additional spending authority necessary to support continued purchasing of IT infrastructure to support larger projects, Infrastructure refresh, New City Hall, planned American Rescue Plan Act spending, and ongoing City growth. Approval of this M&C eliminated prior spending authority authorized under M&C 21-0753. Upon Mayor and Council approval of this M&C, the IT Solutions Department will utilize these agreements to purchase IT infrastructure needed to support the City's day-to-day business activities. The IT infrastructure contracts also support planned ITS Capital Projects, including the Fiscal Year (FY) 25 Network Refresh project (City Project No. 106018) which is budgeted for $3,600,000.00 and is scheduled to be purchased in the third quarter of FY25. Over the last four (4) fiscal years, funding from ITS Capital Projects has used a significant amount of previously approved contract authority. Fiscal Year �2021 �2022 �2023 �2024 I2025 (Q1 ITS Capital Project Contract Spend $725,411.63 $1,646,482.04 $2,059,176.76 $4,675,873.51 & Q2) $1,497,988.06 Total Contract Spend $2,565,368.37 $4,100,900.38 $6,800,823.52 $6,612,064.62 $5,798,008.59 Upon approval, non-exclusive cooperative purchase agreements will be executed utilizing the following cooperative contracts: �Cooperative Agency �The Interlocal Purchasing System �Texas Department of Information Resources �Texas Department of Information Resources Cooperative Reference Expiration Date Annual Amount TIPS 230105 DIR-TSO-4288 DIR-CPO-5347 5/31/2028 $3,200,000.00 5/22/2025 $1,100, 000.00 1/7/2030 $4,200,000.00 The maximum combined annual amount allowed under the TIPS 230105 Cooperative Agreements with ePlus, Netsync, and WWT will be $3,200,000.00; however, the actual amount used will be based on needs of the department and available funding. The maximum combined annual amount allowed under the DIR-CPO-5347 Cooperative Agreements with Netsync, Presidio, and WWT will be $4,200,000.00; however, the actual amount used will be based on needs of the department and available funding. The maximum combined annual amount allowed under the DIR-TSO-4288 Cooperative Agreements with ePlus, Netsync, Presidio, and WWT will be $1,100,000.00; however, the actual amount used will be based on needs of the department and available funding. Funding is available for the agreements within the Info Technology Systems Fund in the amount of $3,500,000.00 and the remaining funding will be available upon adoption of the FY26 Operating budget. Other departments will provide separate funding when making a request for the purchase of IT Infrastructure. A funds availability verification will be performed by the participating department prior to the request. Approval of this M&C will not eliminate prior spending approval authorized under M&C 23-0061. COOPERATIVE PURCHASE: State law provides that a local government purchasing an item under a cooperative purchase agreement satisfies State laws requiring that the local government seek competitive bids for purchase of the item. Cooperative contracts have been competitively bid to increase and simplify the purchasing power of local government entities across the State of Texas. SUCCESSOR CONTRACTS: The City will initially use these cooperative agreements to make purchases authorized by this M&C. In the event a cooperative agreement is not renewed, staff would cease purchasing at the end of the last purchase agreement coinciding with a valid cooperative contract. If the City Council were to not appropriate funds for a future year, staff would stop making purchases when the last appropriation expires, regardless of whether the then-current purchase agreement has expired. apps.cfwnet.org/council_packet/mc_review.asp?ID=33253&councildate=5/13/2025 2/3 5/8/25, 2:50 PM M&C Review If the cooperative agreements are extended, this M&C authorized the City to purchase similar products under the extended contract. In the event a cooperative agreement is not extended, but vendor and cooperative purchasing agency execute new cooperative agreement(s) with substantially similar terms, this M&C authorizes the City to purchase the products under the new contract(s). If this occurs, in no event will the City continue to purchase goods and services under the new agreements past 2030 without seeking Council approval. BUSINESS EQUITY: A 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. AGREEMENT TERM: Upon City Council's approval, these agreements will be executed upon signature by the Assistant City Manager and expire in accordance with the underlying cooperative agreements. RENEWAL TERMS: The agreements may be renewed for four (4) one-year renewal terms, at the City's option. This action does not require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the renewal period. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds were and will be available in the current operating budget, as previously appropriated, in the Info Technology Systems Fund, and upon adoption of the Fiscal Year 2026 Budget by the City Council funds will be available in the Fiscal Year 2026 Operating Budget, as appropriated in the Info Technology Systems Fund and the General Fund. Prior to an expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. TO Fund Department Account Project ID ID FROM Fund Department Account Project ID ID Submitted for City Manager's Office by_ Originating Department Head: Additional Information Contact: ATTACHMENTS Program Activity Program � Activity Budget Reference # Year (Chartfield 2) Budget � Reference # Year (Chartfield 2) Dianna Giordano (7783) Kevin Gunn (2015) Sallie Trotter (8442) ePlus Form 1295 Certificate 2025-1298072.pdf (CFW Internal) FID Table - FY2025 IT Infrastructure.xlsx (CFW Internal) Fund Availabilit�i for FY2025 IT Infrastructure.pdf (CFW Internal) Nets�mc Form 1295 Certificate 2025-1297756.pdf (CFW Internal) Presidio Form 1295 Certificate 2025-1297055.pdf (CFW Internal) World Wide Form 1295 Certificate 2025-1297078.pdf (CFW Internal) Amount Amount apps.cfwnet.org/council_packet/mc_review.asp?ID=33253&councildate=5/13/2025 3/3 F�RT��RTHo City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name Netsync Network Solutions, Inc. Subject of the Agreement: Network Access Agreement for Netsync Network Solutions, Inc. M&C Approved by the Council? * Yes ❑✓ No ❑ If �so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No ❑✓ CSC 63298-NAAl If �so, provide the original contract number and the amendment number. Is the Contract "PermanenY'? *Yes ❑ No 0 If �unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No ❑✓ If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: Expiration Date: If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑✓ No ❑ *If �so, please ensure it is attached to the approving M&C or attached to the contract. Proj ect Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑✓ No ❑ Contracts need to be routed for CSO processin� in the followin� 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.