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RECEIVED City Secretary Contract No.53832
APR 2 4 2020
CITY OF FORT WORTH
CITY SECRETARY FORTWORTR,
VENDOR SERVICES AGREEMENT
(Information Technology)
This Vendor Services Agreement("Agreement")is made and entered into by and between the City
of Fort Worth, a Texas home-rule municipal corporation (the "City" or "Client") and CentralSquare
Technologies, LLC a Delaware Limited Liability Company ("Vendor"). City and Vendor are each
individually referred to herein as a "party" and collectively referred to as the "parties." The term
"Vendor" shall include Vendor, its officers, agents, employees, representatives, contractors or
subcontractors.The term"City"shall include its officers,employees, agents,and representatives.
CONTRACT DOCUMENTS:
The Contract documents shall include the following:
1. This for Vendor Services Agreement;
2. Exhibit A—Statement Of Work Plus Any Amendments To The Statement Of Work;
3. Exhibit B—Price and Payment Process;
4'. Exhibit C—Deleted.Not applicable;
5. Exhibit D—Deleted.Not applicable; and
6. Exhibit E—Signature Verification Form
All Exhibits attached hereto are incorporated herein and made a part of this Agreement for all
purposes. In the event of any conflict between the documents, the terms and conditions of this
Agreement,shall control.
The term"Vendor" or"Contractor" shall include the Vendor or Contractor, and its officers, agents,
employees,representatives,servants, contractors or subcontractors.
The term"City"shall include its officers,employees,agents,and representatives.
1. Scope of Services. Vendor hereby agrees,with good faith and due diligence, to provide
the City with management of and maintenance of False Alarm Management Program. Specifically,
Vendor will perform all duties outlined and described in the Statement Of Work,which is attached
hereto as Exhibit"A"and incorporated herein for all purposes, and further referred to herein as the
"Services."Vendor shall perform the Services in accordance with standards in the industry for the
same or similar services. In addition, Vendor shall perform the Services in accordance with all
applicable federal, state, and local laws,rules, and regulations. If there is any conflict between this
Agreement and Exhibit A,the terms and conditions of this Agreement shall control.
2. Term. This Agreement shall commence upon the date signed by the Assistant City Manager
below("Effective Date")and shall continue for a period of three(3)years("Expiration Date"),unless
terminated earlier in accordance with the provisions of this Agreement or otherwise extended by the
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parties.This Agreement may be renewed for an additional three(3),one-year,renewal periods at the
City's option,each a"Renewal Term."The City shall provide Vendor with written notice of its intent
to renew at least thirty(30)days prior to the end of each term.
3. Compensation. City shall pay Vendor an amount in accordance with the provisions of
Exhibit "B," Price and Payment Process, which is attached hereto and incorporated herein for all
purposes.Vendor shall not perform any additional services for City not specified by this Agreement
unless City requests and approves in writing the additional costs for such services. City shall not be
liable for any additional expenses of Vendor not specified by this Agreement unless City first
approves such expenses in writing. City agrees to pay all invoices of Vendor within thirty(30) days
of receipt of such invoice.
4. Termination.
4.1. Convenience.Either the City or Vendor may terminate this Agreement at any time
and for any reason by providing the other party with 30 days written notice of termination.
4.2. Breach. If either party commits a material breach of this Agreement, the non-
breaching Party must give written notice to the breaching party that describes the breach in
reasonable detail. The breaching party must cure the breach thirty(30) calendar days after receipt
of notice from the non-breaching party, or other time frame as agreed to by the parties. If the
breaching party fails to cure the breach within the stated period of time, the non-breaching party
may, in its sole discretion, and without prejudice to any other right under this Agreement, law, or
equity, immediately terminate this Agreement by giving written notice to the breaching party.
4.3. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by
the City in any fiscal period for any payments due hereunder,the City will notify Vendor of such
occurrence and this Agreement shall terminate on the last day of the fiscal period for which
appropriations were received without penalty or expense to the City of any kind whatsoever,except
as to the portions of the payments herein agreed upon for which funds have been appropriated.
4.4. Duties and Obligations of the Parties. In the event that this Agreement is
terminated prior to the Expiration Date,the City shall pay Vendor for services actually rendered up
to the effective date of termination and Vendor shall continue to provide the City with services
requested by the City and in accordance with this Agreement up to the effective date of termination.
Upon termination of this Agreement for any reason,Vendor shall provide the City with copies of
all completed or partially completed documents prepared under this Agreement.In the event Vendor
has received access to City information or data as a requirement to perform services hereunder,
Vendor shall return all City provided data to the City in a machine readable format or other format
deemed acceptable to the City.
5. Software License. City shall be licensed and authorized to use the Software and any
additional specific customization and development provided as part of the False Alarm
Management Services described in Attachment A. The license shall cover all Software,including,
without limitation, software interfaces and software modifications. The scope of the license is
non-transferable and non-exclusive and is authorized by Vendor for use by City to access its false
alarm information.
6. Modification of the Software.
6.1 Modifications or adaptations of the Software shall be limited to creating or
providing interfaces between the Software and City`s computer systems required to import or
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export data in order to implement the Software as described in Attachment A.
6.2 City shall retain a nonexclusive License to use the modified and/or"customized"
interfaces with the Software,provided,however,the use of the original Software with such
adaptations in any projects other than the management of the Alarm Ordinance shall be subject to
additional compensation to Vendor in an amount and subject to terms to be determined by the
parties in writing prior to any such additional use.
7. Reproduction and Copyright.
7.1 The Software is protected under the Copyright and Patent laws of the United
States,and as extended by treaty,with Canada. City may not copy,or allow anyone else to
copy or otherwise reproduce,any part of the Software without the prior written consent of
Vendor,except to store and/or install a copy of the Software on a storage device, such as a
network server,used only to run the Software on other computers over an internal network
and except for two copies for back-up or archive purposes.
7.2 City may copy any Vendor Software as necessary to its hard disks or other such
storage medium to efficiently operate the Software on City single-user system, multiple-
user system,or network.The Software shall be copied as a whole,and the use of the copies
shall be governed by this Contract.All other copying is prohibited.
8. Limitations on Use of the Software. City may not reverse engineer, decompile, or
disassemble the Software. The Software is licensed as a single product. Its component parts may
not be separated.
9. City Responsibilities.
9.1 City shall cooperate with and assist the Vendor by providing management
decisions affecting startup or provision of the False Alarm Management Services within ten (10)
business days of receipt of Vendor's request for a decision, as well as providing personnel,
information, approvals, and acceptances in accordance with a mutually-agreed Implementation
Plan to be developed by Vendor and City at the start of the Services.This Implementation Plan will
define the detailed tasks and schedule necessary to achieve the following program target
milestones:
9.1.1 Commence Services implementation activities on the Effective Date;
9.1.2 Begin collecting and processing alarm location information within sixty(60)days
of the Effective Date; and
9.1.3 Begin processing false alarm activations within ninety (90) days of the Effective
Date.
The Implementation Plan shall be agreed to in writing by both parties and upon execution by both
parties shall be incorporated into this Contract by reference. If factors beyond the Vendor's control
prevent processing of false alarms within the implementation timeline, extension of the
implementation must be mutually agreed to and documented via change order.
9.2. City shall provide the Vendor with CAD alarm incident records, appeal records,
and necessary historical, non-financial alarm registration and alarm incident information in
accordance with the terms of a mutually-agreed implementation plan and in a mutually-agreed
electronic format, as necessary and proper,to allow the Vendor to effectively provide the Services
and enforce the Alarm Ordinance.
10. Disclosure of Conflicts and Confidential Information.
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10.1. Disclosure of Conflicts.Vendor hereby warrants to the City that Vendor has made
full disclosure in writing of any existing or potential conflicts of interest related to Vendor's services
under this Agreement.In the event that any conflicts of interest arise after the Effective Date of this
Agreement,Vendor hereby agrees immediately to make full disclosure to the City in writing.
10.2. Confidential Information. The City acknowledges that Vendor may use products,
materials, or methodologies proprietary to Vendor. The City agrees that Vendor's provision of
services under this Agreement shall not be grounds for the City to have or obtain any rights in such
proprietary products, materials, or methodologies unless the parties have executed a separate
written agreement with respect thereto. Vendor, for itself and its officers, agents and employees,
agrees that it shall treat all information provided to it by the City ("City Information") as
confidential and shall not disclose any such information to a third party without the prior written
approval of the City.
10.3. Public Information Act. City is a government entity under the laws of the State of
Texas and all documents held or maintained by City are subject to disclosure under the Texas Public
Information Act.In the event there is a request for information marked Confidential or Proprietary,
City shall promptly notify Seller. It will be the responsibility of Seller to submit reasons objecting
to disclosure.A determination on whether such reasons are sufficient will not be decided by City,
but by the Office of the Attorney General of the State of Texas or by a court of competent
jurisdiction.
10.4. Unauthorized Access.Vendor 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,in which event,
Vendor shall, in good faith, use all commercially reasonable efforts to cooperate with the City in
identifying what information has been accessed by unauthorized means and shall fully cooperate
with the City to protect such information from further unauthorized disclosure.
11. Right to Audit.
11.1. Vendor agrees that the City shall, until the expiration of three(3)years after final
payment under this Agreement, have access to and the right to examine at reasonable times any
directly pertinent books, documents, papers and records of the Vendor involving transactions
relating to this Agreement at no additional cost to the City.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 not less than 10 days written notice of any intended
audits.
11.2. Vendor further agrees to include in all its subcontractor agreements hereunder a
provision to the effect that the subcontractor agrees that the City shall,until expiration of three(3)
years after final payment of the subcontract,have access to and the right to examine at reasonable
times any directly pertinent books,documents,papers and records 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 not less than 10 days written notice of any intended audits.
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12. Independent Contractor. It is expressly understood and agreed that Vendor shall operate as
an independent contractor as to all rights and privileges granted herein, and not as agent,
representative or employee of the City. Subject to and in accordance with the conditions and
provisions of this Agreement, Vendor shall have the exclusive right to control the details of its
operations and activities and be solely responsible for the acts and omissions of its officers,agents,
servants, employees, contractors and subcontractors. Vendor acknowledges that the doctrine of
respondeat superior shall not apply as between the City, its officers, agents, servants and
employees, and Vendor, its officers, agents, employees, servants, contractors and subcontractors.
Vendor further agrees that nothing herein shall be construed as the creation of a partnership or joint
enterprise between City and Vendor. It is further understood that the City shall in no way be
considered a Co-employer or a Joint employer of Vendor or any officers, agents, servants,
employees or subcontractors of Vendor. Neither Vendor, nor any officers, agents, servants,
employees or subcontractors of Vendor shall be entitled to any employment benefits from the City.
Vendor shall be responsible and liable for any and all payment and reporting of taxes on behalf of
itself,and any of its officers, agents,servants,employees or subcontractors.
13. LIABILITY AND INDEMNIFICATION.
13.1. LIABILITY -VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ANY
AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, OF ANY KIND OR CHARACTER,
WHETHER REAL OR ASSERTED, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S), MALFEASANCE OR INTENTIONAL MISCONDUCT OF
VENDOR,ITS OFFICERS,AGENTS, SERVANTS OR EMPLOYEES.
13.2. INDEMNIFICATION - VENDOR HEREBY COVENANTS AND AGREES TO
INDEMNIFY, HOLD HARMLESS AND DEFEND THE CITY, ITS OFFICERS, AGENTS,
SERVANTS AND EMPLOYEES, FROM AND AGAINST ANY AND ALL CLAIMS OR
LAWSUITS OF ANY KIND OR CHARACTER, WHETHER REAL OR ASSERTED, FOR
EITHER PROPERTY DAMAGE OR LOSS (INCLUDING ALLEGED DAMAGE OR LOSS TO
VENDOR'S BUSINESS, AND ANY RESULTING LOST PROFITS) PERSONAL INJURY,
INCLUDING DEATH, TO ANY AND ALL PERSONS, AND DAMAGES FOR CLAIMS OF
INTELLECTUAL PROPERTY INFRINGEMENT, ARISING OUT OF OR IN CONNECTION
WITH THIS AGREEMENT, TO THE EXTENT CAUSED BY THE SOLE ACTS OR
OMISSIONS OF VENDOR,ITS OFFICERS,AGENTS,SUBCONTRACTORS,SERVANTS OR
EMPLOYEES RELATING TO THE PERFORMANCE OF IT OBLIGATIONS HEREUNDER.
13.3. INTELLECTUAL PROPERTY INFRINGEMENT.
13.3.1. The Vendor warrants that all Deliverables, or any part thereof, furnished
hereunder, including but not limited to: programs, documentation, software, analyses,
applications, methods, ways, and processes (in this Section 8C each individually referred
to as a"Deliverable"and collectively as the"Deliverables,")do not infringe upon or violate
any patent,copyrights,trademarks,service marks,trade secrets,or any intellectual property
rights or other third party proprietary rights, in the performance of services under this
Agreement.
13.3.2. Vendor shall be liable and responsible for any and all claims made against
the City for infringement of any patent, copyright, trademark, service mark, trade secret,
or other intellectual property rights by the use of or supplying of any Deliverable(s)in the
course of performance or completion of, or in any way connected with providing the
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services,or the City's continued use of the Deliverable(s)hereunder.
13.3.3. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense,including the payment of attorney's fees,any claim or action against the City for
infringement of any patent, copyright, trade mark, service mark, trade secret, or other
intellectual property right arising from City's use of the Deliverable(s),or any part thereof,
in accordance with this Agreement, it being understood that this agreement to indemnify,
defend, settle or pay shall not apply if the City modifies or misuses the Deliverable(s). So
long as Vendor bears the cost and expense of payment for claims or actions against the City
pursuant to this section 8,Vendor shall have the right to conduct the defense of any such
claim or action and all negotiations for its settlement or compromise and to settle or
compromise any such claim; however, City shall have the right to fully participate in any
and all such settlement,negotiations,or lawsuit as necessary to protect the City's interest,
and City agrees to cooperate with Vendor in doing so. In the event City, for whatever
reason, assumes the responsibility for payment of costs and expenses for any claim or
action brought against the City for infringement arising under this Agreement, the City
shall have the sole right to conduct the defense of any such claim or action and all
negotiations for its settlement or compromise and to settle or compromise any such claim;
however,Vendor shall fully participate and cooperate with the City in defense of such claim
or action.City agrees to give Vendor timely written notice of any such claim or action,with
copies of all papers City may receive relating thereto. Notwithstanding the foregoing, the
City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to
indemnify the City under this Agreement. If the Deliverable(s),or any part thereof,is held
to infringe and the use thereof is enjoined or restrained or, if as a result of a settlement or
compromise, such use is materially adversely restricted,Vendor shall, at its own expense
and as City's sole remedy, either: (a) procure for City the right to continue to use the
Deliverable(s); or(b)modify the Deliverable(s)to make them/it non-infringing,provided
that such modification does not materially adversely affect City's authorized use of the
Deliverable(s); or (c) replace the Deliverable(s) with equally suitable, compatible, and
functionally equivalent non-infringing Deliverable(s)at no additional charge to City;or(d)
if none of the foregoing alternatives is reasonably available to Vendor, terminate this
Agreement, and refund all amounts paid to Vendor by the City, subsequent to which
termination City may seek any and all remedies available to City under law. VENDOR'S
OBLIGATIONS HEREUNDER SHALL BE SECURED BY THE REQUISITE
INSURANCE COVERAGE AND AMOUNTS SET FORTH IN SECTION 16 OF THIS
AGREEMENT.
13.4 DATA BREACH. -
If Vendor suspects or becomes aware of any unauthorized access to any financial or
personal identifiable information("Personal Data")by any unauthorized person or third
party,or becomes aware of any other security breach relating to Personal Data held or
stored by Vendor under this Agreement or in connection with the performance of any
services performed under this Agreement or any Statement(s)of Work("Data Breach"),
Vendor shall notify City in writing,within twenty-four(24)hours of such awareness and
shall fully cooperate with City to prevent or stop such Data Breach. In the event of such
Data Breach,Vendor shall fully and immediately comply with applicable laws,and shall
take the appropriate steps to remedy such Data Breach.Vendor will defend,indemnify and
hold City, its Affiliates,and their respective officers,directors,employees and agents,
harmless from and against any and all claims, suits,causes of action,liability,loss, costs
and damages, , arising out of or relating to any third party claim arising from breach by
Vendor of its obligations contained in this Section,except to the extent resulting from the
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acts or omissions of City.All Personal Data to which Vendor has access under this
Agreement,as between Vendor and City,will remain the property of City. City hereby
consents to the use,processing and/or disclosure of Personal Data only for the purposes
described herein and to the extent such use or processing is necessary for Vendor to carry
out its duties and responsibilities under this Agreement, any applicable Statement(s)of
Work, or as required by law.Vendor will not transfer Personal Data to third parties other
than through its underlying network provider to perform its obligations under this
Agreement,unless authorized in writing by City.Vendor's obligation to defend,hold
harmless and indemnify City shall remain in full effect if the Data Breach is the result of
the actions of a third party.All Personal Data delivered to Vendor shall be stored in the
United States or other jurisdictions approved by City in writing and shall not be
transferred to any other countries or jurisdictions without the prior written consent of City.
14. Limitation of Liability.
LIMITED LIABILITY OF VENDOR. VENDOR'S LIABILITY IN CONNECTION WITH THE
SERVICES, IMPROVEMENTS OR ANY OTHER MATTER RELATING TO THIS
AGREEMENT WILL NOT EXCEED THE FEES COLLECTED IN CONNECTION WITH THIS
AGREEMENT FOR THE PREVIOUS 12 MONTHS.
EXCLUSION OF DAMAGES. REGARDLESS OF WHETHER ANY REMEDY SET FORTH
HEREIN FAILS OF ITS ESSENTIAL PURPOSE OR OTHERWISE, IN NO EVENT VENDOR,
VENDOR PERSONNEL, SUBCONTRACTORS OR SUPPLIERS BE LIABLE UNDER OR IN
CONNECTION WITH THIS AGREEMENT FOR ANY(1) LOSS OF USE, DATA, BUSINESS,
REVENUE, PROFIT, GOODWILL, OR REPUTATION, (11) BUSINESS INTERRUPTION,
INCREASED COSTS, OR DIMINUTION IN VALUE, OR SPECIAL, INCIDENTAL, OR
CONSEQUENTIAL DAMAGES, WHETHER BASED ON BREACH OF CONTRACT, TORT
(INCLUDING NEGLIGENCE), STRICT LIABILITY, OR OTHERWISE;AND WHETHER OR
NOT CONTRACTOR, CONTRACTOR PERSONNEL, SUBCONTRACTORS OR SUPPLIERS
HAVE BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH
LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE.
BASIS OF THE BARGAIN. CITY ACKNOWLEDGES THAT VENDOR HAS AGREED TO
THE REVENUE SHARING STRUCTURE AND ENTERED INTO THIS AGREEMENT IN
RELIANCE UPON THE LIMITATIONS OF LIABILITY AND THE DISCLAIMERS OF
WARRANTIES AND DAMAGES SET FORTH IN THIS AGREEMENT, AND THAT THE
SAME FORM AN ESSENTIAL BASIS OF THE BARGAIN BETWEEN THE PARTIES.
15. Assignment and Subcontracting.
15.1. Neither party shall assign or subcontract any of its duties, obligations or rights
under this Agreement without the prior written consent of the City. If the City grants consent to an
assignment, the assignee shall execute a written agreement with the City and the Vendor under
which the assignee agrees to be bound by the duties and obligations of Vendor under this
Agreement.The Vendor and assignee shall be jointly liable for all obligations under this Agreement
prior to the assignment. If the City grants consent to a subcontract,the subcontractor shall execute
a written agreement with the Vendor referencing this Agreement under which the subcontractor
shall agree to be bound by the duties and obligations of the Vendor under this Agreement as such
duties and obligations may apply. The Vendor shall provide the City with a fully executed copy of
any such subcontract.
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15.2. MBE Goal—Intentionally deleted-
16. Insurance.
16.1. The Vendor shall carry the following insurance coverage with a company that is
licensed to do business in Texas or otherwise approved by the City:
16.1.1. Commercial General Liability:
16.1.1.1. limit of $2,000,000 per occurrence; $4,000,000
aggregate; or
16.1.1.2. limit of$1,000,000 per occurrence; $2,000,000 aggregate
and Umbrella Coverage in the amount of $4,000,000. Umbrella policy shall
contain a follow-form provision and shall include coverage for personal and
advertising injury.
16.1.1.3. Defense costs shall be outside the limits of liability.
16.1.2. Automobile Liability Insurance covering any vehicle used in providing
services under this Agreement, including, non-owned, or hired vehicles, with a combined
limit of$1,000,000 per occurrence.
16.1.3. Professional Liability(Errors & Omissions) in the amount of$1,000,000
per claim and$1,000,000 aggregate limit.
16.1.4. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
16.1.5. Technology Liability(Errors&Omissions)
16.1.5.1. Coverage limit of $2,000,000 per claim; $4million
aggregate or
16.1.5.2. Coverage limit of $1,000,000 per claim; $2,000,000
aggregate.Defense costs shall be outside the limits of liability.
16.1.5.3. Coverage shall include, but not be limited to, the
following:
16.1.5.3.1. Failure to prevent unauthorized access;
16.1.5.3.2. Unauthorized disclosure of information;
16.1.5.3.3. Implantation of malicious code or computer
virus;
16.1.5.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
16.1.5.3.5. Intellectual Property Infringement coverage,
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specifically including coverage for intellectual property infringement
claims and for indemnification and legal defense of any claims of
intellectual property infringement, including infringement of patent,
copyright, trade mark or trade secret, brought against the City for use of
Deliverables, Software or Services provided by Vendor under this
Agreement;
16.1.5.3.6. Technology coverage may be provided through
an endorsement to the Commercial General Liability (CGL) policy, a
separate policy specific to Technology E&O, or an umbrella policy that
picks up coverage after primary coverage is exhausted. Either is
acceptable if coverage meets all other requirements. Technology coverage
shall be written to indicate that legal costs and fees are considered outside
of the policy limits and shall not erode limits of liability. Any deductible
will be the sole responsibility of the Vendor and may not exceed$50,000
without the written approval of the City. Coverage shall be claims-made,
with a retroactive or prior acts date that is on or before the effective date
of this Agreement. Coverage shall be maintained for the duration of the
contractual agreement and for two (2) years following completion of
services provided. An annual certificate of insurance,or a full copy of the
policy if requested, shall be submitted to the City to evidence coverage;
and
16.1.5.3.7. Any other insurance as reasonably requested by
City.
16.2. General Insurance Requirements:
16.2.1. The Commercial General Liability and Automobile policies shall name the
City as an additional insured thereon, as its interests may appear. The term City shall
include its employees,officers,officials,agents,and volunteers in respect to the contracted
services.
16.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery)in favor of the City of Fort Worth.
16.2.3. The insurers for all policies must be licensed and/or approved to do
business in the State of Texas. All insurers must have a minimum rating of A-VII in the
current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength and
solvency to the satisfaction of Risk Management. If the rating is below that required,
written approval of Risk Management is required.
16.2.4. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
16.2.5. Certificates of Insurance evidencing that the Vendor has obtained all
required insurance shall be delivered to and approved by the City's Risk Management
Division prior to execution of this Agreement.
17. Compliance with Laws,Ordinances,Rules and Regulations. Vendor agrees to comply with
all applicable federal, state and local laws, ordinances, rules and regulations. If the City notifies
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Vendor of any violation of such laws, ordinances, rules or regulations,Vendor shall immediately
desist from and correct the violation.
18. Non-Discrimination Covenant. Vendor, for itself, its personal representatives, assigns,
subcontractors and successors in interest, as part of the consideration herein, agrees that in the
performance of Vendor's duties and obligations hereunder,it shall not discriminate in the treatment
or employment of any individual or group of individuals on any basis prohibited by law. If any
claim arises from an alleged violation of this non-discrimination covenant by Vendor, its personal
representatives, assigns, subcontractors or successors in interest, Vendor agrees to assume such
liability and to indemnify and defend the City and hold the City harmless from such claim.
19. Notices. Notices required pursuant to the provisions of this Agreement shall be
conclusively determined to have been delivered when (1) hand-delivered to the other party, its
agents, employees, servants or representatives, (2) delivered by facsimile with electronic
confirmation of the transmission, or (3) received by the other party by United States Mail,
registered,return receipt requested,addressed as follows:
TO THE CITY: TO VENDOR:
City of Fort Worth CentralSquare Technologies,LLC
Attn:Assistant City Manager Attn: General Counsel
1000 Business Center Dr.
200 Texas Street Lake Mary,FL 32746
Fort Worth TX 76102
With Copy to the City Attorney
at same address
20. Solicitation of Employees. Neither the City nor Vendor shall, during the term of this
Agreement and additionally for a period of one year after its termination, solicit for employment
or employ,whether as employee or independent contractor,any person who is or has been employed
by the other during the term of this Agreement, without the prior written consent of the person's
employer. This provision shall not apply to an employee who responds to a general solicitation or
advertisement of employment by either party.
21. Governmental Powers. It is understood and agreed that by execution of this Agreement,
the City does not waive or surrender any of its governmental powers.
22. No Waiver. The failure of the City or Vendor to insist upon the performance of any term
or provision of this Agreement or to exercise any right granted herein shall not constitute a waiver
of the City's or Vendor's respective right to insist upon appropriate performance or to assert any
such right on any future occasion.
23. Governing Law and 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.
24. 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
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way be affected or impaired.
25. Force Majeure. The City and Vendor shall exercise their best efforts to meet their
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.
26. Headings Not Controlling. Headings and titles used in this Agreement are for reference
purposes only and shall not be deemed a part of this Agreement.
27. Review of Counsel. The parties acknowledge that each party and its counsel have reviewed
this Agreement and that the normal rules of construction to the effect that any ambiguities are to be
resolved against the drafting party shall not be employed in the interpretation of this Agreement or
exhibits hereto.
28. Amendments. No amendment of this Agreement shall be binding upon a party hereto
unless such amendment is set forth in a written instrument, and duly executed by an authorized
representative of each party.
29. Entirety of Agreement. This Agreement, including any exhibits attached hereto and any
documents incorporated herein by reference, contains the entire understanding and agreement
between the City and Vendor, their assigns and successors in interest, as to the matters contained
herein.Any prior or contemporaneous oral or written agreement is hereby declared null and void
to the extent in conflict with any provision of this Agreement.
30. Counterparts. This Agreement may be executed in one or more counterparts and each
counterpart shall, for all purposes,be deemed an original,but all such counterparts shall together
constitute one and the same instrument. An executed Agreement, modification, amendment, or
separate signature page shall constitute a duplicate if it is transmitted through electronic means,
such as fax or e-mail, and reflects the signing of the document by any party. Duplicates are valid
and binding even if an original paper document bearing each party's original signature is not
delivered.
31. Warranty of Services. Vendor warrants that its services will be of a professional quality
and conform to generally prevailing industry standards. City must give written notice of any breach
of this warranty within thirty(30)days from the date that the services are completed. In such event,
at Vendor's option,Vendor shall either(a) use commercially reasonable efforts to re-perform the
services in a manner that conforms with the warranty, or (b) refund the fees paid by the City to
Vendor for the nonconforming services.
32. Milestone Acceptance. Intentionally Deleted.
33. Network Access. Intentionally Deleted.
34. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility
of its employees who perform work under this Agreement, including completing the Employment
Eligibility Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of
all 1-9 forms and supporting eligibility documentation for each employee who performs work under
Vendor Services Agreement—Technology(Rev. 8/19) Page 11 of
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City Secretary Contract No.
this Agreement. Vendor shall adhere to all Federal and State laws as well as establish appropriate
procedures and controls so that no services will be performed by any Vendor employee who is not
legally eligible to perform such services. VENDOR SHALL INDEMNIFY CITY AND HOLD
CITY HARMLESS FROM ANY PENALTIES, LIABILITIES, OR LOSSES DUE TO
VIOLATIONS OF THIS PARAGRAPH BY VENDOR, VENDOR'S EMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall
have the right to immediately terminate this Agreement for violations of this provision by Vendor.
35. Informal Dispute Resolution. Except in the event of termination pursuant to Section 4.2,if
either City or Vendor has a claim,dispute,or other matter in question for breach of duty,obligations,
services rendered or any warranty that arises under this Agreement, the parties shall first attempt to
resolve the matter through this dispute resolution process. The disputing party shall notify the other
party in writing as soon as practicable after discovering the claim,dispute,or breach. The notice shall
state the nature of the dispute and list the party's specific reasons for such dispute. Within ten(10)
business days of receipt of the notice,both parties shall commence the resolution process and make a
good faith effort,either through email,mail,phone conference,in person meetings,or other reasonable
means to resolve any claim, dispute, breach or other matter in question that may arise out of, or in
connection with this Agreement. If the parties fail to resolve the dispute within sixty(60)days of the
date of receipt of the notice of the dispute, then the parties may submit the matter to non-binding
mediation in Tarrant County,Texas,upon written consent of authorized representatives of both parties
in accordance with the Industry Arbitration Rules of the American Arbitration Association or other
applicable rules governing mediation then in effect. The mediator shall be agreed to by the parties.
Each party shall be liable for its own expenses,including attorney's fees;however,the parties shall
share equally in the costs of the mediation.If the parties cannot resolve the dispute through mediation,
then either party shall have the right to exercise any and all remedies available under law regarding the
dispute. Notwithstanding the fact that the parties may be attempting to resolve a dispute in
accordance with this informal dispute resolution process,the parties agree to continue without delay
all of their respective duties and obligations under this Agreement not affected by the dispute.Either
party may,before or during the exercise of the informal dispute resolution process set forth herein,
apply to a court having jurisdiction for a temporary restraining order or preliminary injunction
where such relief is necessary to protect its interests.
36. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less
than$100,000,this section does not apply.Vendor acknowledges that in accordance with Chapter
2270 of the Texas Government Code, City is prohibited from entering into a contract with a
company for goods or services unless the contract contains a written verification from the company
that it: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
contract. The terms "boycott Israel" and "company" shall have the meanings ascribed to those
terms in Section 808.001 of the Texas Government Code. By signing this Addendum, Vendor
certifies that Vendor's signature provides written verification to City that Vendor: (1) does not
boycott Israel; and(2)will not boycott Israel during the term of the Agreement.
37. Reporting Requirements.
37.1. For purposes of this section,the words below shall have the following meaning:
37.1.1. Child shall mean a person under the age of 18 years of age.
37.1.2. Child pornography means an image of a child engaging in sexual conduct
or sexual performance as defined by Section 43.25 of the Texas Penal Code.
Vendor Services Agreement—Technology(Rev. 8/19) Page 12 of
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City Secretary Contract No.
37.1.3. Computer means an electronic, magnetic, optical, electrochemical, or
other high-speed data processing device that performs logical, arithmetic, or memory
functions by the manipulations of electronic or magnetic impulses and includes all input,
output,processing,storage,or communication facilities that are connected or related to the
device.
37.1.4. Computer technician means an individual who,in the course and scope of
employment or business, installs,repairs, or otherwise services a computer for a fee. This
shall include installation of software,hardware, and maintenance services.
37.2. Reporting Requirement.If Vendor meets the definition of Computer Technician as
defined herein, and while providing services pursuant to this Agreement, views an image on a
computer that is or appears to be child pornography,Vendor shall immediately report the discovery
of the image to the City and to a local or state law enforcement agency or the Cyber Tip Line at the
National Center for Missing and Exploited Children.The report must include the name and address
of the owner or person claiming a right to possession of the computer, if known, and as permitted
by law. Failure by Vendor to make the report required herein may result in criminal and/or civil
penalties.
38. Signature Authority. The person signing this agreement hereby warrants that
he/she has the legal authority 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.This Agreement,and any amendment(s)hereto,may be executed by any
authorized representative of Vendor whose name,title and signature is affixed on the Verification
of Signature Authority Form, which is attached hereto as Exhibit `E" and incorporate herein by
reference. Each party is fully entitled to rely on these warranties and representations in entering
into this Agreement or any amendment hereto.
39. Survival of Provisions. The parties'duties and obligations pursuant to Section 4.4
(Duties and Obligations), 5 (Disclosure of Conflicts and Confidential Information), Section 6
(Right to Audit), and Section 8 (Liability and Indemnification) shall survive termination of this
Agreement.
(signature page follows)
Vendor Services Agreement—Technology(Rev. 8/19) Page 13 of
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City Secretary Contract No.
ACCEPTED AND AGREED:
CITY:
CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract,including ensuring all
By: Dana Surghdoff(ApY23,20201 performance and reporting requirements.
Name: Dana Burghdoff
Title: Assistant City Manager
D.Roche!l Thorno, n
Date: 4/23/2020 By: 0.Rochell Thompson(Apr 2,2020)
Name:Rochell Thompson
APPROVAL RECOMMENDED: Title: Customer Service Manager
APPROVED AS TO FORM AND LEGALITY:
By: IA' i
Allison Gray(Apr 24,2 0) - r
By: Jklirong(Apr 23,2020)
Name: Allison Gray Name: John Strong
Title: Asst.Director,DevSer%441? rN 0; Title: Assistant City Attorney
td
ATTEST: CONTRACT AUTHORIZATION:
(� Date Approved: 07 4a 0
By: Form 1295 Certification No.:0�0{ -5(o 577
� 7
Name: Mary J.Kayser
Title: City Secretary
VENDOR:
Central Square Technologies,LLC
6� Gt�6tMO '
By:
todd dooley(Apr 22, 20)
Name: todd dooley
Title: do
Date: 04/22/20 1"
OFFMAL p !
CITY SECKM, `FT. WORTH,
Vendor Services Agreement—Technology(Rev. 8/19) Page-4-of
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City Secretary Contract No.
EXHIBIT A
STATEMENT OF WORK
A. Summary
This CryWolf False Alarm Management Services Statement of Work(SOW) is a joint effort between
CentralSquare Technologies ("CST" or VENDOR")and the City of Fort Worth ("CITY'). This
document outlines and describes the alarm program management services to be provided, proposed
project plan, deliverables, and the tasks required by both VENDOR and CITY personnel. If a service
is not described in this document, then it will not be provided within the scope of this project.
A.1 Alarm Management Services Overview
Our alarm services team will administer CITY's alarm program in accordance with CITY's Alarm
Ordinance.
• Secure access online to adaptable reports: CONTRACTOR will provide authorized CITY
staff with direct inquiry and report generation capabilities via real-time, encrypted,Web-based
connection to alarm management information. This approach is currently used by many CON-
TRACTOR clients and provides CITY flexible, secure, and timely access to information.
• Recording of Program Telephone Calls: CONTRACTOR all center process is designed to en-
sure the highest quality customer service including accurate, courteous, and consistent communi-
cations with CITY citizens and businesses. In support of these objectives, CONTRACTOR em-
ploys a communications appliance integrated into our telephone system to record incoming cus-
tomer calls. Using this device, digital copies of incoming citizen and business telephone calls are
captured in voice documents for later review, comment, and sharing of telephone conversations.
This process helps ensure the highest level of customer service.
• Extensive Language Support: CONTRACTOR utilizes a Language Service to provide exten-
sive language support. This same service is used successfully by thousands of public safety
organizations nationwide.Accordingly, we can provide language support for 175 spoken lan-
guages and provide an array of communication choices for the hearing-impaired including
Email, Text relay, Video relay and TTY formats.
• Dedicated mailing address and toll-free citizen support line: Our alarm management pro-
cess is designed to reliably separate the CITY correspondence and calls we receive from the
activity of other alarm programs we administer to ensure high-quality and personalized service
to CITY's citizens and businesses. Our support line is available Monday through Friday, ex-
cept Federal Holidays, 9am to 5pm local time.
• Alarm program remittance lockbox: Our approach to processing payments is designed
To ensure fast, reliable, and secure payment processing.We will establish a dedicated, pro-
gram account at a FDIC-insured, commercial bank Iockbox facility for all mail-in payments.
This approach ensures GAAP-recom mended separation of duties ensuring that the same
personnel which generate invoices do not also process invoice payments—our staff does
not handle program funds.
• Internet-based payment of invoices: CONTRACTOR will process false alarm payments
made over the Web.Alarm holders can "Pay-by-Web"directly into a dedicated CITY alarm pro-
gram website which we will host so that citizens can pay individual alarm invoices, or the full
balance owed at any time, day or night.
• Enhanced Alarm Data Security: Alarm response services require the collection, mainte-
nance, and communication of sensitive and highly confidential data about alarm locations. Un-
derstandably, businesses, citizens, security alarm companies, and city officials are concerned
with unauthorized access to this information. CONTRACTOR has the technical infrastructure
required to ensure the highest levels of data security. This includes core network and DMZ
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City Secretary Contract No.
server firewalls, private internal IP addresses, and real-time virus scanning of all data. CON-
TRACTOR provides encrypted (Certified TSL)data transfer for all web functions.
CONTRACTOR operates its own data servers and does not store any CITY data in
subcontracted, public "clouds" where security policies are established by third-parties, data
access is not properly restricted, and databases are co-mingled with other non-public safety
customers.
• Extensive Adjudication and Hearing Support: Our service offering contains a fully inte-
grated hearing and appeal system that allows the adjudication of any action for any account.
CryWolf generates various reports that document and support all billing, noticing, and status
change decisions.
• Proven Collection Techniques:With half a million false alarm charges processed annually,
CONTRACTOR has extensive experience in violations processing and generate collection no-
tices at 30, 60, 90 and 120 day intervals. At the direction of the CITY, we will also engage a
third-party collections agency to recover delinquent collections.
• Comprehensive Public Awareness Campaign:We will work with CITY to design a com-
prehensive public information campaign to ensure the highest degree of compliance and
public support by providing samples, templates, and consultation to assist the CITY in exe-
cuting an effective education campaign.
• Document Control and Mail Verification Software (DCMVS): CONTRACTOR uses the lat-
est Document Control and Mail Verification Software to interface with the United States Postal
Service to ensure compliance with the USPS CASS/PAVE and NCOA requirements. The pro-
cess assists to identify, verify, and correct invalid addresses to maximize deliverability and re-
duce returned mail while also confirming addressee mailing location and reporting any moves
within the last six years. DCMVS also automates document integrity, processing, and security.
Utilizing DCMVS creates faster turnaround of invoices, correspondence, and registrations,
while assisting in locating people for collections.
• Furnish and maintain all supplies: CONTRACTOR provides all computer hardware, furniture,
equipment, and software necessary to install and operate the system at our processing facilities.
Primary false alarm processing will be performed at our fully equipped and staffed facilities in
Lake Mary, Florida. This facility is currently used to administer alarm programs in cities and coun-
ties coast to coast. CONTRACTOR will also provide all necessary forms, supplies, postage, and
mailing materials to administer the alarm program at CONTRACTOR facilities.
A.1.1 Alarm Program Website and Payment Portal
VENDOR will provide a fully interactive, secure Alarm Program website that can be accessed by a
link on CITY's website. Our secure, online access allows alarm users to update their alarm
information without waiting to speak with a Customer Service Representative. This online service is
available on a 24/7 basis.
This website allows alarm users to review their registration status, update contact information, renew
permits, make payments, and provides alarm training, education and information regarding the
CITY's ordinance. The web-based registration may be used by both alarm users and alarm
companies(to register their alarm users). The CITY Alarm Program website can provide citizens
and businesses continuing alarm education by presenting false alarm reduction information and
providing access to an online Alarm Awareness Class (Alarm School). The online information
can include:
• Alarm Ordinance • Tips on How to Reduce False Alarms
• Appeal process 9 Frequently Asked Questions
• Registration & reinstatement requirements • Law Enforcement response guidelines
• False alarm fee structure • Alarm School
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City Secretary Contract No.
The CITY's Alarm Administrator will also be provided secure online access to make changes to
mailing addresses, phone numbers and contact information for alarm users and alarm companies, as
required. This website also provides authorized CITY staff secure online access to detailed alarm
account information and histories, supporting documentation, financial and alarm activity reports, and
real-time hearing and appeals decision-making. This online service is available on a 24/7 basis.
Web-based payment of invoices: false alarm payments can be made through the online Alarm
Program payment portal.Alarm holders can pay online directly using our dedicated CITY alarm
program website which we will host so that citizens can pay individual alarm invoices, or the full
balance owed at any time, day or night. On-line payment processing is performed by our third-party,
PCI-compliant online payment process company.
A.1.2 CITY CAD to CryWolf Alarm Incident Data Transfer:
This project includes a data transfer interface between CryWolf and Fort Worth's CentralSquare
Enterprise (Inform)CAD system.This interface will transfer alarm incident data from CAD to our
CryWolf system for daily processing of false alarms. This process is automated, using scheduled data
transfers during off-peak hours to our secure FTP site for processing and does not require CITY
resources to operate.
CITY will extract a data file from the Inform CAD system, of CITY's current false alarm data to files
that can be read by the CryWolf database utilizing the CryWolf prescribed formats. CryWolf can
accommodate various methods of data transfer including simple flat files; e.g., comma delimited, fixed
length, Excel, and web service (XML)formats. CryWolf supports more than 30 alarm incident data
fields. Refer to Appendix 1 of this Statement of Work.
A.1.3 Transfer Alarm Permit Data from CryWolf to CITY CAD
CITY will implement the ability to accept CryWolf permit data of alarm status and permit information
into Fort Worth's CentralSquare Enterprise (Inform)CAD from CryWolf. Transferred alarm system
data can include additions, modifications, and new permits; main alarm contact information (name
and phone number); and site conditions such as senior in building, weapons stored onsite, hazardous
materials present, etc. The transfer frequency can be set from once a day to more frequently, if
desired.
VENDOR will prepare the CryWolf permit data export function to produce daily files of alarm status
and permit information, e.g. alarm company, alarm subscriber and contact data, in our predefined
format, which will be imported into CITY's Inform CAD.
A.1.4 Historical Data Conversion
VENDOR will convert the estimated 20,000 current CITY alarm permit/registration data and account
balance forward information. CryWolf will electronically import the following existing CITY alarm-
related data into the CryWolf database. If the number of records exceed the estimate of 20,000
additional conversion costs may be incurred.
• Premise Registration Data.This data will consist of alarm site demographics and related alarm
company information, including alarm system location and mailing addresses, responsible party
and contact information,and other non-financial,site related data.
• Alarm Incident Data.This data will include up to one year of historical alarm incidents
in order to establish the correct false alarm count by alarm user at the system crosso-
ver(go live)date.
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City Secretary Contract No.
The conversion will include only fields currently maintained by the CryWolf database.All data provided
by CITY for conversion will be in MS Excel format with row/column layout provided by CryWolf. Refer to
Appendix 2 of this Statement of Work.The development and initial testing of the data conversion routine
will be primarily completed at VENDOR offices. Two or three conversion iterations may be required
before CITY is able to fully validate the converted data. VENDOR shall obtain this data directly from
CITY and relies on the CITY for the accuracy and completeness of any such historical data; Current
false alarm processing will need to be temporarily postponed (estimated at 1 —2 weeks)between final
data conversion and Go-Live.
A.2 VENDOR Tasks to Support the Alarm Program
1. Update alarm business, alarm system location and responsible party information and renew per-
mits and alarm registrations in accordance with the CITYAIarm Ordinance ("Ordinance"). Up-
dated information may be processed by mail, electronically and/or online;
2. Register, renew and invoice alarm system registrations in accordance with the Ordinance. Regis-
trations and renewals may be processed by mail, telephone, or online. Notices related to registra-
tion may be sent by email or mail based on the alarm user contact information maintained;
3. Import daily into the VENDOR's CryWolf alarm billing system, alarm incident data (in formats pre-
scribed by VENDOR)extracted by the CITY from the CITY CAD system;
4. Create and host a dedicated, secure (TSL encrypted) CITYAIarm Program website for CITY citi-
zens and businesses to obtain false alarm reduction educational information, review alarm ordi-
nance and appeal requirements, access and update alarm account information, and pay alarm
fees online if preferred. This website may be linked by the CITY to the CITY website if desired;
5. Initialize, maintain, secure and back-up Program databases including alarm business, alarm sys-
tem location and incident data; alarm-related financial transactions and accounts receivable infor-
mation. VENDOR will comply with the provisions of the Alarm Ordinance, and update Program
business rules to comply with Alarm Ordinance changes as supported by the VENDOR software;
6. Process false alarm incident data, including the matching of false alarm incidents with the alarm
system location database maintained by VENDOR;
7. Bill and correspond with alarm businesses and alarm users in accordance with the Alarm Ordi-
nance provisions. This will include but may not be limited to invoices and delinquent payment no-
tices.All correspondences will be sent by mail or email based on the alarm user's accepted con-
tact method(s);
8. Provide and host an Alarm Program website for public and CITY access. This website can be ac-
cessed by link to the CITY's website and allows alarm users to review their registration status,
update contact information, renew permits, make online payments, and provides alarm
training, education, and alarm program information as provided by the CITY.
9. Answer telephone inquiries from CITY alarm users that are placed to a false alarm program toll-
free customer service number established for the CITY;
10. Process fee/penalty payments mailed to and deposited in a bank lockbox and account opened
by VENDOR at either Bank of America or Wells Fargo. Payments received from other payment
channels, e.g. online, as agreed on by VENDOR and the CITY, will be deposited in bank account
and payments applied to alarm accounts;
11. Support alarm hearings and appeals by notifying the CITY of any such appeals, providing a CITY
Alarm Program representative with documentation supporting noticing /billing decisions; and up-
dating the system with the disposition of any hearing results;
12. Provide and maintain computer equipment, software and furniture at VENDOR's Program pro-
cessing facilities;
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City Secretary Contract No.
13. Provide the CITY secure (TSL encrypted), online, on-demand access to alarm management infor-
mation and reports including, but not limited to, alarm account transaction history, alarm system
information, and financial transactions/balances with format and content specified by the CryWolf
and the designated bank, and agreed on between the CITY and VENDOR; and,
14. Perform special collection functions as directed and authorized by the CITY such as retaining a
third-party collection agency or providing delinquent account information to other CITY agencies.
To the extent permitted by local law, third-party collection fees will be added to the delinquent
amounts.
A.3 CITY Tasks to Support the Alarm Program
1. Appointing a CITY Alarm Administrator("Administrator')and backup administrator who will be the
primary points of contact between VENDOR and CITY. The Administrator(s) is responsible for
overseeing VENDOR's operation of the False Alarm Management Services Program ("Program")
and accessing Program information, as needed, via VENDOR provided online access;
2. Approving or obtaining CITY approval of policies, procedures and materials used by VENDOR in
operating the Program, such as clarifications of Alarm Ordinance provisions, preferred responses
to standard public telephone inquiries, and routine correspondence format and content;
3. Approving content and format of letters authorizing alarm businesses to provide their alarm user
customer data electronically to the program;
4. Monitoring program progress and performance. This will include using our secure internet admin-
istrative website to access false alarm processing data and reports. It will also include status
meetings with VENDOR, generating management reports from CryWolf, and keeping other CITY
managers informed; and,
5. Working with VENDOR to resolve, on a timely basis, any program policy or procedural issue that
can adversely affect the program, the program's efficient and effective operation, or CITY.
6. Requesting or supporting VENDOR's requests of Alarm Companies, as needed, to provide alarm
system information;
7. Administering the Hearing and Appeals process to include: Confirming hearing dates for written
appeals submitted by alarm users to CryWolf Processing staff; participating as the Program's rep-
resentative in the hearings; and documenting hearing results and ensuring that the results are
provided to CryWolf processing staff to update the database.
8. Documenting and communicating false alarms, and deciding to suspend or limit response, as re-
quired by the alarm ordinance.
9. Responding to alarm service calls, determining whether calls are false alarms, providing any on-
scene communications of alarm related information to alarm users, and for documenting alarm
related information within the CAD system;
10. Extracting false alarm call incident data from the CITY CAD System and transferring this data
electronically to VENDOR(via VENDOR's FTP site). The data extraction format will be provided
by VENDOR and VENDOR will provide the CITY additional software for automating the daily
transfer of alarm incident files to VENDOR;
11. Working with VENDOR to develop a process to ensure that alarm user registration suspensions
and revocations receive adequate CITY oversight and approval prior to CITY action, e.g. verified
response status.
12. Executing the CITYs Alarm Program public awareness/education program.
A.4 Implementation Plan
The following sections provide an overview of the Implementation Plan for the CITY False Alarm
Management Services project. The services will be provided directly and managed by VENDOR.
VENDOR assumes full responsibility for all deliverables that VENDOR provides and will be the single
point of contact for CITY.
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A.4.1 Implementation Tasks
An experienced alarm services team under the direction of our proposed Project Manager will install,
configure and maintain the False Alarm Management Services program in accordance with CITY's
requirements and CITY's Alarm Ordinance.
The major tasks of our proposed implementation plan are as follows:
• Contract and Project Plan
➢ Complete contract paperwork
➢ Finalize project startup plan and schedule
• Establish Initial Alarm Database
➢ Contact alarm companies and obtain their alarm customer location data
➢ Obtain alarm location data from citizens via the Alarm Program Website
• Establish Alarm Program Website
➢ CITYNENDOR review alarm program website template
➢ VENDOR develops draft website information, e.g. ordinance, appeal guidelines,
tips to reduce false alarms,frequently asked questions (FAQ), online alarm
school
➢ VENDOR integrates and tests online payment processing
➢ CITY reviews and approves final program website and links site to main CITY
website
➢ VENDOR tests and implements final program website
• Establish the Program Payment Processes
➢ VENDOR establishes bank lockbox and alarm program bank account.
➢ VENDOR engages online payment processor
➢ CITYNENDOR establish delinquent collection process
➢ CITYNENDOR establish walk-in payment process, if required, and controls
➢ CITYNENDOR establish business rules e.g. reconciliation procedures, ac-
ceptable check payee information, returned checks, excess payments, etc.
➢ CITYNENDOR establish appeal process and acceptable waiver rationale
➢ CITYNENDOR establish payment reconciliation and revenue share schedule.
• Configure CAD Interfaces
➢ CITYNENDOR review interface methodologies
➢ CITYNENDOR test interfaces
➢ Crossover to live CAD data transfer
• Establish Administrative Processes
➢ VENDOR completes program staffing, as necessary
➢ CITYNENDOR review ordinance provisions and interpretations
➢ VENDOR develops program operating procedures and telephone scripts
➢ VENDOR prepares draft program correspondence, forms and invoiceformats
➢ CITY edits and approves correspondence, forms and invoice formats
➢ CITYNENDOR develop public relations plan, e.g. press releases, public service an-
nouncements,etc.
➢ CITYNENDOR reviews and approves geo- (address)validation process
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City Secretary Contract No.
➢ CITY/VENDOR tests and implements geo-validation process
• Test and Crossover to Live Operation
➢ CITY/VENDOR conduct end-to-end program test
➢ Crossover to VENDOR program administration
• Live Operation
➢ Add/update registration
➢ Process daily false alarm activations
➢ Generate and transmit required alarm notices and invoices
➢ Begin payment processing and management reporting
A.4.2 System Testing Plan
VENDOR will also perform additional tests to ensure full system requirements are met including;
• Create required letter formats
• Enter all required location types
• Enter alarm count, letter selection and charge matrix
• Enter initial test alarm call information
• Generate test letters and invoices
• Review program progress and results with the CITY Alarm Program Administrator
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APPENDIX 1
CAD INTERFACE SPECIFICATIONS
CAD DATA FIELD LIST
• All the data will be read as string from the file.
• CryWolf does not dictate the order of the fields in the text file.
• CryWolf only mandates a few fields (indicated below), but including as many fields as possible, in
the extracted false alarm CAD file, is the best approach.
• All others can be included to simplify the work of the False Alarm Unit administrator.
The mandatory fields are:
Case No: must be unique for each alarm incident
Incident Date: must be in some standard format mm/dd/ , mm/dd/ , etc
Incident Address: such as'123 MAIN ST'
Apartment/Suite: if applicable
The date is stored as a date, but the text string (01/01/01, 01/21/2001, etc) in the text file is read and
then converted as I load the field on the screen.
The next fields are used when the program is run in"interactive" mode, where the program
determines whether to charge or not. Even if the agency does not run in "interactive" mode, the next 4
fields are very helpful and should be included if possible.
Dispatch Code any code used by the CAD system to tell the type of call
Clearance Code any clearance code usually given by the officer to the dispatcher
indicating whether this was a real crime, a false alarm, nothing
found, etc.
Dispatch what the dispatcher types in usually what is relayed to him/her
Comments about the call. ("motion detector going off in back room", "owner
enroute", etc
Officer Comments whatever the officer says to the dispatcher that is typed into the
narrative area of the CAD ("nothing found", "building checked
secure", etc
All other fields are optional.
A complete list of data fields is shown in Table 1.1 on the following page.
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City Secretary Contract No.
Table 1.1 -List of CryWolf"Call For Service" fields.
FieldName Type Size Description
CaseNo Text 50 Must be unique for every call
CADAIarmNo Text 50 If the CAD record includes the Reg#
AlarmType Text 50 Type of alarm call fire, holdup, etc
MonitoredBy Text 50 CryWolf determines this value
FullAddress Text 100 Incident address '123 MAIN ST'
Apt Text 10 Apartment/Suite if applicable
IncidentDate Date/Ti Actual Date of Incident
me
TimeReceived Text 30 Time call received
TimeDispatche Text 30 Time call dispatched
d
TimeOnScene Text 30 Time first officer on scene
TimeCleared Text 30 Time call is cleared
Dis atcherinfo Text 250 Any dispatcher info ID, Name, etc
CallTakerinfo Text 250 Any Call Taker Info ID, Name, etc
OfficerlD Text 30 ID/Name of primary unit
UnitsAssi ned Text 250 List of multiple units if desired
Dis atchCode Text 50 The Call Type
ClearanceCode Text 50 Final clearance code
Must indicate if alarm is 'false'or an actual crime.
BeatNo Text 50 The Beat/District/Area etc of the call
CADName Text 250 The CAD 'Common Place Name'
Name of the Business or Resident
DisptchComme Text Any Comments entered by the Dispatcher
nts Size
OfcrComments Text Any Officer comments (check secure, nothing found,
Size etc
Extra1 Text 250 Other field of your choice (optional)
Extra2 Text 250 Other field of your choice (optional)
Extra3 Text 250 Other field of your choice (optional)
Extra4 Text 250 Other field of your choice (optional)
Extra5 Text 250 Other field of your choice (optional)
Extra6 Text 250 Other field of your choice (optional)
Extra7 Text 250 Other field of your choice (optional)
Extra8 Text 250 Other field of your choice (optional)
DateEntered Date/Ti Set by CryWolf
me
AlarmNo Text 50 Set by CryWolf
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City Secretary Contract No.
APPENDIX 2
DATA CONVERSION SPECIFICATIONS
The CryWolf program utilizes a SQL Server DB with a series of data and support table. The Excel
forms included in each of the Excel files relate to main data elements found in the data tables used.
These instructions are meant to help your IT personnel understand what data is required.
General instructions
• Each Excel has a table of field names and descriptions in this document.
• Each Account or action/record needs to be included on a single line in each Excel file.
• Required field are marked with an asterisk(*)
• Some elements are required for certain record types, these are identified with the caret(A)
• If names cannot be separated into separate columns, the full name can be placed in the Last-
Name column, but all names must be entered using the same format(e.g. 'Last, First'or'First
Last')
• If the Street Number and Full Street Name cannot be separated, the full street address can be
placed in the StrName column, but all addresses must be formatted the same(e.g. 123 MAIN ST)
• If you would prefer to pass the data to us using a SQL Server backup file, rather than Excel,
these Excel forms can be used to create the SQL Server tables (one table for each Excel form)
with the same field names as the column names, but all column names must be maintained for
each table.
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City Secretary Contract No.
AlarmCompanies.xlsx
Field Description
AccountNumber* The unique identifier for this alarm company this value can be alpha-numeric
CompanyName* The name of the Alarm Company
StrNumber* The street number of the alarm company location. Numeric values only
StrPrefix Street prefix(if any)for the alarm company(e.g. N, S, E, W)
StrName* Street name for the alarm company. StrName can include Prefix, suffix and
Direction if that is how they are currently stored in yours stem (e.g. N MAIN ST W
StrSuffix Street suffix if an for the alarm company(e.g. ST, DR, RD, etc.
StrDirection Street post direction if an for the alarm company(e.g. N, S, E,W
Suite Suite or apartment
City- City
State* State
Zip* Zip or postal code
Phone1 Main phone number including area code
Phone2 Secondary phone number including area code
datelssued Date a permit was issued to the alarm company, if applicable
dateEx ires Date a permit will expire for the alarm company, if applicable
currentStatus Status of the alarm company, if applicable (e.g. Registered, Closed, Expired, etc.
statusDate The date the current status was last changed, if applicable
Created The date the alarm company account was first created
Updated The date the alarm company account was last updated
Email The main email address for the alarm company
Comments Any general comments stored for this alarm company
Custom 1-6 These six custom fields can be used to pass other values related to the alarm
company not covered above
The alarm company excel contains all of the main alarm company information. Each alarm company
record must be contained on a single line in the excel.An unlimited number of alarm companies can
be stored, but care should be taken not to submit the same alarm company multiple times with slightly
different names, such as ADT,A.D.T.,ADT Security, and etc. if the alarm company addresses are the
same you may consider sending it only once.
Each alarm company AccountNumber must be unique. This number can be alpha-numeric and can
be up to 15 characters.
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City Secretary Contract No.
Alarmed Locations.xlsx
Field Description
AccountNumber* The unique identifier for this alarmed location. This value can be alpha-numeric
LocationType* The type of building. (e.g. Residential, Commercial, Government, etc.)
IastName* LastName for Residential alarmed locations, Business name for commercial alarmed
locations
FirstName First name for alarmed location for Residential. Empty for commercial
MI Middle initial for Residential alarmed location, empty for commercial
StrNumber* The street number of the alarmed location. Numeric values only
StrPrefix Street prefix if an for the alarmed location (e.g. N, S, E, W
StrName* Street name for the alarmed location. StrName can include Prefix, suffix and Direction
if that is how they are currently stored in yours stem (e.g. N MAIN ST W
StrSuffix Street suffix if an for the alarmed location (e.g. ST, DR, RD, etc.
StrDirection Street post direction if an for the alarmed location (e.g. N, S, E,W
Suite Suite or apartment
City- City
State* State
Zip* Zip or postal code
Phone1 Main phone number including area code
Phone2 Secondary hone number including area code
datePurchased Date the alarm system was purchased
datelnstalled Date alarms stem was installed
datelns ected Date alarms stem was last inspected
datelssued Date a permit was issued to the alarmed location, if applicable
dateEx ires Date a permit will expire for the alarmed location, if applicable
currentStatus Current status of the alarmed location, if applicable e.g.Active, Closed, Expired, etc.
statusDate The date the current status was last changed, if applicable
Beat Police or Fire beat/area where this alarmed location resides
monitoredBy Account#of the alarM_ggMpany monitoring this alarmed location
soldBy Account#of the alarm_ggMpany that sold alarm system
servicedBy Account#of the alarm_ggMpany servicing this alarms stem
installedBy Account#of the alarm_ggMpany that installed this alarms stem
Created The date the alarmed location Account was first created
Updated The date the alarmed location Account was last updated
Email The main email address for the alarmed location
Comments Any general comments stored for this alarmed location
Custom 1-6 These six custom fields can be used to pass other values related to the alarm
company not covered above
Hazards Text field listing any hazards orspecial warning for this alarmed location
adminNotes Text field for any administrative notes stored for this alarmed location
escrow Numeric field for any money owed back to the alarmed location, or 0.00
Email Email address of the alarmed location
bankrupt integer value 0 = NOT BANKRUPT, 1 = BANKRUPT
The AlarmedLocations.xls form contains all of the alarmed locations. Each alarm location must be
contained on a single line in the file. Each alarm location must have a unique identifier in the
AccountNumber column.This number can be alpha-numeric and up to 15 characters. The same
Excel form is usually used to submit all types of alarmed locations; residential, commercial,
government, etc. But separate forms can be used for each if required by your current database
layout. If separate alarm location forms are submitted, the Account Numbers must still be unique
across all forms.
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City Secretary Contract No.
mailingAddressAndContact.xlsx
Field Description
RelatedToAlarmedLoc* Y/N value. If this person is related to an alarmed location enter Y or
to an alarm company enter N
AccountNumber* The alarmed location or alarm company Account number this person
is related to
ersonT e* e.g. mailing, contact, president, neighbor, etc.
IastName* Person's LastName, or the Business name if this record is not a
person
FirstName Person's First name or if this record is not a person, empty
MI Person's middle initial for Residential account. Empty for commercial
StrNumber^ The street number of the address. Numeric values only
StrPrefix Street prefix if an for the address(e.g. N, S, E, W
StrName^ Street name for the address. StrName can include Prefix, suffix and
Direction if that is how they are currently stored in your system (e.g.
N MAIN ST W
StrSuffix Street suffix if an for the address (e.g. ST, DR, RD, etc.
StrDirection Street post direction if an for the address (e.g. N, S, E, W
addressLine2 Used for address where a second line of address information, if
applicable
Suite Suite or apartment
Cit ^ City
State State
Zi ^ Zip or postal code
Phonell* Main phone number including area code
Phone2 Secondary hone number including area code
Phone3 Additional phone number including area code
Phone4 Additional phone number including area code
Email The main email address for this person
Each alarm company account and each alarmed location account may have one or more persons
related to it. The mailing address and contact Excel form is used to submit those persons. Each alarm
company and each alarmed location should have one person marked as a person type of'mailing'. If
an alarm company or alarmed location does not include a mailing record on this form, the alarm
company or alarmed location information will be used as the mailing information as well. Other
'person type'values can be user-defined based on the data in your current system.
The same Excel form can be used to submit names for alarm companies and alarmed locations, or
separate forms can be used for each. Since it is possible for an alarm company and an alarmed
location to have the same AccountNumber, the 'RelatedToAlarmedLoc'column is used to indicate
which main record (either alarm company or alarmed location)this person record is connected.
"The street number, street name, city, state and zip are required for the Mailing person only. Other
persons address information can be included, but is not mandatory.At least one phone#should be
included for each person as well.
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ActionsWithSummaryPayments.xlsx
Field Description
invoiceNumber* The unique numeric identifier for this row
RelatedToAlarmedLoc* Y/N value. If this action is related to an alarmed location enter Y or to
an alarm company enter N
AccountNumber* The alarmed location or alarm company Account number this person
is related to
ActionType* Name of letter or action performed (e.g. false alarm, renewal,
delinquent notice. Etc.
ActionDate* The date this letter or action was performed
DateLetterSent The dates this letter or action was mailed
Charge* The total amount charged for this action. Otherwise, 0.00
PaidToDate* The total amount that has been paid to date. If charge = 0 then 0.00
RefundToDate* The total amount that has been refunded to date. If charge= 0 then
0.00
AdjudicationToDate* The total amount that has been waived/adjudicated to date. If charge
= 0 then 0.00
Notes Any special notes related to this single action
InAbeyance Y/N or 1/0 If a charge was placed for this letter or action and if this
charge is being held in abeyance until a hearing is performed on it
CaseNumber^ The unique Case/Incident#from the CAD if this is an alarm incident,
otherwise blank. This CaseNumber is the link to the AlarmCalls.xlsx
created The date this letter or action was created. May be same as
actionDate
updated The date this letter or action was last updated. May be same as
actionDate
LienDate The date this charge was liened if applicable
CollectionDate The date this charge was sent to collections if applicable
Every letter sent and/or every false alarm call processed must have a row in this 'Actions' Excel form.
Each row must have a unique numeric identifier. Each row must have the related AccountNumber and
RelatedToAlarmedLoc field included.
If the row is an alarm call, the CaseNumber column must be filled in. The CaseNumber column is
used as the link between this Actions Excel and the AlarmCall Excel, so if it is filled in the
CaseNumber must be unique.
If the row is not an alarm call, the CaseNumber column must be blank
"The Case Number is required if this action is a false alarm call.
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AlarmCall.xlsx
Field Description
CaseNumber* The unique case number that relates to the CaseNumber in the
ACTIONS XLSX
AccountNumber* The alarmed location Account number this call is related to
dateEntered The date this call was processed, may be same as incidentDate
IncidentLocation* The address of the alarm
Apt The Apartment or Suite of the call, if applicable
IncidentDate* The date of the alarm call
IncidentTime The time the alarm call was received/occurred
timeDispatched The time officers were dispatched
timeOnScene The time officers were on the scene
timeCleared The time the call was cleared
callType* The dispatch code for this call.What type of call was responded to (e.g.
robbery, burglary, panic, etc.
clearanceCode* The final disposition/clearance code that came from the CAD for this
call.
Pol iceOrFi re Beat The area/beat from the CAD for this call
OfficerlD The ID number of the primary officer that responded
Dis atcherRemarks Any dispatcher comments stored for this call
OfficerRemarks Any comments that the officer entered for the call
IgnoreAlarm* 1/0— 1 if the call is NOT to be counted against the Account(0 =
COUNTED, 1 = IGNORE/DON'T COUNT
ValidAlarm* 1/0—if the call is NOT to be counted against the Account and the call
was an actual crime (0= COUNTED, 1 =ACTUAL CRIME/DON'T
COUNT
AlarmCount The alarm count for this call, 1,2,3,4, etc.
Created The date this alarm call was entered
Updated The dates this alarm call was updated
CommonPlaceName The common place name dispatched to, if known (e.g. JOES
BARBERSHOP
Extra 1 —8 Extra text fields that can contain additional CAD data, if needed
CADAlarmCoName The alarm company name that called in the alarm call, if known
CADAlarmCoPhone The alarm company hone#that called in the alarm call, if known
Every alarm call must have a row in this Excel form.A unique 'Case Number'is required for each call.
The Case Number links this alarm to the corresponding Action in the Actions table. The
AccountNumber for the Account this alarm is connected to must also be included.
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City Secretary Contract No.
IndividualPayments.xlsx
Field Description
InvoiceNumber* The unique invoice number this payment relates to
RelatedToAlarmedLoc* Y/N value. If this payment is related to an alarmed location enter Y or
to an alarm company enter N
AccountNumber* The alarmed location or alarm company Account number this person
is related to
ActionT e* What this amount is for; payment, refund, waiver, written off, etc.
Amount* The amount of this individual payment
CheckNumber The check number of this payment, if applicable
datePaid* The date paid
dateRecorded The date this payment was recorded. Can be same date as datePaid
recordedBy The person who entered this payment for your agency
Comments Any comments related to this specific individual payment
The ActionsWithSummaryPayments.xls form contains the actions along with the amount charged— if
applicable—for that action as well as the total amount paid, refuned or adjudicated for that one
action. Some charges may be paid with multiple partial payments. If your agency tracks partial
payments, they can be recorded in this Excel.
A partial payment, refund, or adjudication can only be made against an Invoice where the charge
greater than 0.00. The summation of the total amounts paid, refunded or adjudicated in this
individualPayment form must equal the total amounts in their respective columns in the
ActionsWithSummaryPayments form for that Invoice Number.To record a partial payment, the Invoice
number, RelatedToAlarmedLoc and Account number must be included in each row. Each partial
payment must have an amount greater than 0.00. Multiple rows of partial payments can be recorded
against the same invoice number.
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City Secretary Contract No.
EXHIBIT B
PAYMENT and PAYMENT TERMS
B. Revenue-Share Percentage
For the provision of all services and technology outlined in this Contract, VENDOR shall obtain
payment exclusively from the revenues VENDOR helps generate. There shall be no upfront sys-
tems development, licensing, equipment,travel, support or other costs. VENDOR shall purchase,
configure, install, and customize all systems and processes VENDOR requires to provide the
Services described herein.
The VENDOR's Revenue Share is twelve percent (12%).
The City's Revenue Share is eighty-eight percent (88%).
B.1 Revenue-Share Provisions
1. The following amounts that shall be paid from the total collected revenue and subtracted
from the total collected revenue before the revenue sharing percentages are applied are:
• Any overpayments by alarm users to be refunded or held for application against future
charges, as directed by the CITY;
• Bank fees charged by the CITY-approved lockbox bank;
• Correspondence mailing costs (envelopes and paper) including postage (at first class
postage rates); and
• Third-party credit card processing charges, if any.
In this approach, VENDOR and CITY share the objectives of reducing bank, credit card and
mailing costs. These costs can be easily reduced by emailing instead of mailing correspond-
ence, encouraging online payments to avoid bank lockbox fees, and establishing convenience
fees for online payments to offset credit card fees.
2. Any certified mail requirements will be billed separately on a monthly basis and will be paid
directly from the CITY's portion of the revenue-share.
3. CAD Interface: VENDOR will provide the interface between the CITY's CAD and the Cry-
Wolf database as described in the Attachment A: Statement of Work.
4. Data conversion: VENDOR will provide conversion of CITY'S's existing alarm program
data as described in the Attachment A: Statement of Work.
The price of data conversion for this project is: $7,500.
This one-time cost is will be deducted from the City's portion of the first month revenue-
share reconciliation statement.
B.2 Revenue Share Assumptions
The revenue share percentages are based on several assumptions over which the VENDOR has
little or no control. If CITY causes any of the following assumptions to fail, VENDOR shall have
the right to renegotiate the Revenue Share.
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1. The Ordinance fee and fine schedules remain at levels equal to or greater than at the Con-
tract effective date;
2. The CITY adopts a fair, but firm approach to granting appeals. Appeals and CITY waived
charges are expected to reduce collections by no more than 5% annually; and
3. The CITY actively supports enforcement of the Alarm Ordinance, including support of rea-
sonable measures to collect all amounts due for violations of the Alarm Ordinance.
B.3 Revenue Share Payment Process
CITY and VENDOR agree as follows:
1. All false alarm related fee collections from any payment method, including but not limited to
bank lockbox and online credit card, shall be deposited, as soon as practical, in a False
Alarm Bank Account ("False Alarm Account")to be established at a mutually agreeable
Commercial Bank;
2. CITY and VENDOR agree to maintain a positive balance of available funds ("Minimum Bal-
ance") at all times in the False Alarm Account;
3. At the beginning of each month, VENDOR will reconcile the alarm related deposits for the
most recent completed month and report the same to CITY. Upon CITY's approval, CITY
and VENDOR shall authorize and cause the issuance of electronic (ACH) transfers to CITY
and to VENDOR as follows:
a. With regard to the transfer to VENDOR,the amount will be calculated for VENDOR
based on the Revenue Share described above. That amount, not to exceed 12%
of the revenue collected during the preceding month, shall be transferred to a bank
and account authorized by VENDOR; and,
b. The remaining balance of the revenue collected during the preceding month of no
less than 88%, shall be transferred to a bank and CITY account specified by CITY.
4. At the termination of this Contract, any remaining balance shall be transferred to VENDOR
and to CITY on the same prorata basis, e.g. 12% and 88% respectively. In addition, VEN-
DOR will continue to collect payments from the Iockbox and record such payments for the
CITY on an Excel spreadsheet which will be provided to the CITY on a weekly basis for 90
days. At the end of each month, for the 90-day period, VENDOR will reconcile the bank
statement and spreadsheet of payments after termination date and VENDOR shall share
those payments collected in the Iockbox with the CITY and be compensated at 12%for
those 90 days of payments collected after termination date.
B.3.1 Delinquent Account Terms
The parties shall define a mutually agreeable process and methods for collecting amounts due
from delinquent accounts. If organizations other than the CITY and VENDOR are retained to col-
lect overdue amounts, the parties agree that the collection costs shall to the extent permitted by
State of Texas law be added to the delinquent amounts owed by alarm system users or be borne
by the parties on a pro-rata basis by deducting the third party collection fees from the gross third
party collections before the revenue shares are calculated.
B.3.2 The CITY Payment Upon Early Termination
If, within the initial two (2) years of the effective date, this Contract is terminated by the CITY for
convenience, or is terminated by VENDOR for cause, VENDOR shall be due a one-time Program
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Termination fee, not to exceed $48,000, to reimburse VENDOR for startup costs. This fee shall
be in addition to any other amounts due VENDOR under the Contract. The $48,000 shall be
amortized (reduced) on a straight-line basis ($2„000 per month) over the initial two (2) year pe-
riod.
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City Secretary Contract No.
EXHMIT C
MILESTONE ACCEPTANCE FORM
This Exhibit intentionally deleted
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EXHIBIT D
NETWORK ACCESS AGREEMENT
This Exhibit intentionally deleted
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EXHIBIT E
VERIFICATION OF SIGNATURE AUTHORITY
CentralSquare Technologies,LLC
1000 Business Center Dr.,Lake Mary,FL 32746
Services provided on Exhibit"A" Statement of Work
Execution of this Signature Verification Form ("Form") hereby certifies that the following
individuals and/or positions have the authority to legally bind the Vendor and to execute any
agreement, amendment or change order on behalf of Vendor. Such binding authority has been
granted by proper order,resolution,ordinance or other authorization of Company.The City is fully
entitled to rely on the warranty and representation set forth in this Form in entering into any
agreement or amendment with Vendor. Vendor will submit an updated Form within ten (10)
business days if there are any changes to the signatory authority.The City is entitled to rely on any
current executed Form until it receives a revised Form that has been properly executed by the
Vendor.
1. Name:
Position:
Signature
2. Name:
Position:
Signature
3. Name:
Position:
Signature
Name:
Signature of President/CEO
Other Title:
Date:
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City of Fort Worth, Texas
Mayor and Council Communication
DATE: 04/07/20 M&C FILE NUMBER: M&C 20-0219
LOG NAME: 13P19-0155 FALSE ALARM MANAGEMENT SYSTEM CC P&D
SUBJECT
Authorize Execution of a Revenue Generating Agreement with CentralSquare Technologies, LLC,for False Alarm Management System Services
and Software for the Development Services Department(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize execution of a revenue generating agreement with CentralSquare Technologies, LLC,for false
alarm management system services and software for the Development Services Department.
DISCUSSION:
The Development Services Department requested that the Purchasing Division issue a Request for Proposals(RFP)for an agreement for false
alarm management system services and software,The system will manage the City's alarm program to the specifications detailed in the
City's False Alarm Ordinance,The intent of outsourcing is to reduce false alarms, increase fee and fine collections, and improve responder and
citizen safety.The loss of 12%alarm permit revenue, approximately$223,799.34 will be offset by a robust false alarm education effort supported
by the Police Department and by outreach for permit renewals and initial applications that current city staff are not able to accommodate.
The Bid was advertised in the Fort Worth Star-Telegram on June 12,2019,June 19,2019,June 26,2019,July 3,2019,July 10,2019 and July 17,
2019.A pre-bid conference was held on June 20,2019.The City received three proposals.
The evaluation committee reviewed the proposal and agreed with recommending CentralSquare Technologies, LLC,for award. The contract will
be for a one-year initial term with four one-year options to renew. CentralSquare Technologies, LLC, proposed a revenue-sharing approach
which does not require any out-of-pocket expenditures by the City.All their service fees will be based on alarm program fees and fines collected.
The fixed revenue sharing percentage will be 88%for the City of Fort Worth and 12%for Central Square Technologies.The contract with Central
Square includes terms and conditions to protect the City and customers personal data in the event of a data breach.
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 waiver of the goal for MBE/SBE subcontracting requirements was requested by the Purchasing Division and approved by the M/WBE Office, in
accordance with the BDE Ordinance, because the purchase of goods or services is from sources where subcontracting or supplier opportunities
are negligible.
Upon City Council approval,the Contract shall begin on execution and end one year from that date.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and award of the contract,funds will be deposited into the
General Fund. The Development Services Department(and Financial Management Services)is responsible for the collection and deposit of
funds due to the City and prior to any expense incurred,the Development Services Department also has the responsibility to validate the
availability of funds. The reduction of revenue in an estimated amount of$223,800.00 annually is anticipated under the proposed terms. This
amount will be included in the City's five year financial forecast.
Submitted for Cif Manager's Office by: Kevin Gunn 2015
Originating Business Unit Head: Reginald Zeno 8517
Additional Information Contact: Cynthia Garcia 8525
Cristina Camarillo 8355