HomeMy WebLinkAboutContract 58774CSC No. 58774
CENTRALSQUARE SOLUTIONS AGREEMENT BETWEEN
THE CITY OF FORT WORTH AND
CENTRALSQUARE TECHNOLOGIES, LLC
This CentralSquare Solutions Agreement ("Agreement") is entered into by and between CentralSquare
Technologies, LLC ("Vendor" or "CentralSquare") and the City of Fort Worth, Texas ("City" or "Customer"),
collectively the "Parties", and each a "Party".
WHEREAS, CentralSquare licenses and gives access to certain software applications ("Solutions") to its customers
and also provides maintenance, support, migration, installation and other professional services; and
WHEREAS, Customer desires to license and/or gain access to certain Solutions and receive professional services
described herein, and CentralSquare desires to grant and provide Customer license and access to such offerings
as well as to support them with professional services, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other
good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by the signatures
of their duly authorized representative below, the Parties intending to be legally bound, agree to all of the following
provisions and exhibits of this Agreement:
1. Solution: Public Administration - Naviline
2. Term. The Agreement shall commence on October 1, 2022 ("Effective Date") and shall expire no later than
September 30, 2023 ("Expiration Date"), unless terminated earlier in accordance with the provisions of this
Agreement or otherwise extended by the parties. This Agreement may be renewed for four (4) 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. Fees. In accordance with Fort Worth City Council M&C 22-0719, the total compensation amount of this
Agreement shall not exceed $490,000.00.
In consideration of the rights and services granted by CentralSquare to Customer under this Agreement,
Customer shall make payments to CentralSquare pursuant to the amounts and payment terms outlined in
Exhibit 1 (the "Cost Summary").
4. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:
4.1. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of
violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil,
criminal, administrative, regulatory or other, whether at law, in equity, or otherwise.
4.2. "Affiliate" of a Person means any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such Person.
4.3. "Authorized User" means Customer's employees, consultants, contractors, and agents who are
authorized by Customer to access and use the Solutions under the rights granted to Customer pursuant
to this Agreement, and for whom access to the Solutions has been purchased.
4.4. "Baseline" means the version of a Solution updated to the particular time in question through
CentralSquare's warranty services and maintenance, but without any other modification whatsoever.
4.5. "Component System" means any one of the Solutions identified in Exhibit 1, including all copies of
Source Code, Object Code and all related specifications, Documentation, technical information, and all
corrections, modifications, additions, development work, improvements and enhancements to and all
Intellectual Property Rights for such Component System.
4.6. "Confidential Information" means the Software and Customizations in any embodiment, and either
party's technical and business information relating to inventions or software, research and development,
future product specifications, engineering processes, costs, profit or margin information, marketing and
future business plans as well as any and all internal Customer and employee information, and any
information exchanged by the parties that is clearly marked with a confidential, private or proprietary
legend.
OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
4.7. "Customer Data" means information, data, and content, in any form or medium, collected, downloaded,
or otherwise received, directly or indirectly from Customer, an Authorized User or end -users by or through
the Solutions, provided the data is not personally identifiable and not identifiable to Customer.
4.8. "Custom Modification" means a change that CentralSquare has made at Customer's request to any
Component System in accordance with a CentralSquare -generated specification, but without any other
changes whatsoever by any Person.
4.9. "Customer Systems" means the Customer's information technology infrastructure, including computers,
software, hardware, databases, electronic systems (including database management systems), and
networks, whether operated by Customer or through the use of third -party services.
4.10. "Defect" means a material deviation between the Baseline Solution and its Documentation, for which
Defect Customer has given CentralSquare enough information to enable CentralSquare to replicate the
deviation on a computer configuration that is both comparable to the Customer Systems and that is under
CentralSquare's control. Further, with regard to each Custom Modification, Defect means a material
deviation between the Custom Modification and the CentralSquare generated specification and
documentation for such Custom Modification, and for which Defect Customer has given CentralSquare
enough information to enable CentralSquare to replicate the deviation on a computer configuration that
is both comparable to the Customer Systems and that is under CentralSquare's control.
4.11. "Documentation" means any manuals, instructions, or other documents or materials that CentralSquare
provides or makes available to Customer in any form or medium and which describe the functionality,
components, features, or requirements of the Solutions, including any aspect of the installation,
configuration, integration, operation, use, support, or maintenance thereof.
4.12. "Enhancements" means general release (as opposed to custom) changes to a Baseline Component
System or Custom Modification which increase the functionality of the Baseline Component System or
Custom Modification in question.
4.13. "Harmful Code" means any software, hardware, device or other technology, including any virus, worm,
malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized
access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer, software,
firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the
security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any
Authorized User from accessing or using the Solutions as intended by this Agreement.
4.14. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for,
or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade
secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights
or forms of protection, in any part of the world.
4.15. "Maintenance" means optimization, error correction, modifications, and updates to CentralSquare
Systems to correct any known Defects and improve performance. Maintenance will be provided for each
Component System, the hours and details of which are described in Exhibit 2 ("Support Standards").
4.16. "New Releases" means new editions of a Baseline Component System or Custom Modification.
4.17. "Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental
authority, unincorporated organization, trust, association, or other entity.
4.18. "Personal Information" means any information that does or can identify a specific individual or by or
from which a specific individual may be identified, contacted, or located. Personal Information includes
all "nonpublic personal information" as defined under the Gramm -Leach -Bliley Act, "protected health
information" as defined under the Health and Insurance Portability and Accountability Act of 1996,
"Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal
Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and
regulations issued under any of the foregoing.
4.19. "Professional Services" means installation, implementation, development work, training or consulting
services including custom modification programming, support relating to custom modifications, on -site
support services, assistance with data transfers, system restarts and reinstallations provided by
CentralSquare.
4.20. "Representatives" means, with respect to a Party, that Party's employees, officers, directors, agents,
subcontractors, and legal advisors.
4.21. "CentralSquare Personnel" means all individuals involved in the performance of Support Services and
Professional Services as employees, agents, Subcontractors or independent contractors of
CentralSquare.
4.22. "Solutions" means the Component Systems, Documentation, Custom Modifications, development work,
CentralSquare Systems and any and all other information, data, documents, materials, works, and other
content, devices, methods, processes, hardware, software, technologies and inventions, including any
deliverables, technical or functional descriptions, requirements, plans, or reports, provided or used by
CentralSquare or any Subcontractor in connection with Professional Services or Support Services
rendered under this Agreement.
4.23. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of
CentralSquare to deliver Solutions, including all computers, software, hardware, databases, electronic
systems (including database management systems), and networks, whether operated directly by
CentralSquare or through the use of third -party services.
4.24. "Support Services" means Maintenance, Enhancements, implementation of New Releases, and
general support efforts to respond to incidents reported by Customer in accordance with the detailed
Support Standards outlined in Exhibit 2.
4.25. "Third -Party Materials" means materials and information, in any form or medium, including any software,
documents, data, content, specifications, products, related services, equipment, or components of or
relating to the Solutions that are not proprietary to CentralSquare.
5. License, Access & Services and Audit.
5.1. License Grant. Subject to and conditioned on the payment of Fees and compliance with all other terms
and conditions of this Agreement, CentralSquare hereby grants to Customer a non-exclusive, non-
sublicenseable, and non -transferable license to the current version of the Solution(s) outlined in Exhibit
1 at the time of this Agreement's execution.
5.2. Access and Scope of Use. Subject to and conditioned on Customer and their Authorized Users'
compliance with the terms and conditions of this Agreement, CentralSquare hereby grants Customer a
non-exclusive, non -transferable right to access and use the Solutions, solely by Authorized Users. Such
use is limited to Customer's internal use. CentralSquare shall deliver to Customer the initial copies of the
Solutions outlined in Exhibit 1 by (a) electronic delivery, by posting it on CentralSquare's network for
downloading, or similar suitable electronic file transfer method, or (b) physical shipment, such as on a
disc or other suitable media transfer method. Physical shipment is on FOB- CentralSquare's shipping
point, and electronic delivery is deemed effective at the time CentralSquare provides Customer with
access to download the Solutions. The date of such delivery shall be referred to as the "Delivery Date."
5.3. Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-sublicenseable,
non -transferable license to use the Documentation during the Term solely for Customer's internal
business purposes in connection with its use of the Solutions.
5.4. Audit. Customer shall maintain for a reasonable period of time, but not less than three (3) years after
expiration or termination of this Agreement, the systems, books, and records necessary to accurately
reflect compliance with software licenses and the use thereof under this Agreement. Upon request,
Customer shall permit CentralSquare and its directors, officers, employees, and agents to have on -site
access at Customer's premises (or remote access as the case may be) during normal business hours to
such systems, books, and records for the purpose of verifying such licensed use the performance of such
obligations and amounts. Customer shall render reasonable cooperation to CentralSquare as requested.
If as a result of any audit or inspection CentralSquare substantiates a deficiency or non-compliance,
Customer shall promptly reimburse CentralSquare for all its costs and expenses incurred to conduct such
audit or inspection and be required to pay for any delinquencies in compliance with software licenses.
5.5. Service and Svstem Control. Except as otherwise expressly provided in this Agreement:
5.5.1. CentralSquare has and will retain sole control over the operation, provision, maintenance, and
management of the Solutions; and
5.5.2. Customer has and will retain sole control over the operation, maintenance, and management of,
and all access to and use of, the Customer Systems, and sole responsibility for access to and
use of the Solutions by any Person by or through the Customer Systems or other means
controlled by Customer or any Authorized User, including any reports or results obtained from
any use of the Solutions, and conclusions, decisions, or actions based on such use.
5.6. Limitations. Customer must provide CentralSquare with such facilities, equipment and support as are
reasonably necessary for CentralSquare to perform its obligations under this Agreement, including, if
required by CentralSquare, remote access to the Customer Systems. CentralSquare is not responsible
or liable for any delay or failure of performance caused in whole or in part by any Customer delay or
Customer's failure to perform any obligations under this Agreement.
5.7. Exceations. CentralSquare has no obligation to provide Support Services relating to any Defect with the
Solutions that, in whole or in part, arise out of or result from any of the following:
5.7.1. software, or media on which provided, that is modified or damaged by Customer or third -party;
5.7.2. any operation or use of, or other activity relating to, the Solutions other than as specified in the
Documentation, including any incorporation, or combination, operation or use of the Solutions in
or with, any technology (software, hardware, firmware, system, or network) or service not
specified for Customer's use in the Documentation;
5.7.3. any negligence, abuse, misapplication, or misuse of the Solution other than by CentralSquare
personnel, including any Customer use of the Solution other than as specified in the
Documentation or expressly authorized in writing by CentralSquare;
5.7.4. any Customer's failure to promptly install any New Releases that CentralSquare has previously
made available to Customer;
5.7.5. the operation of, or access to, Customer's or a third-party's system, materials or network;
5.7.6. any relocation of the Solution other than by CentralSquare personnel;
5.7.7. any beta software, software that CentralSquare makes available for testing or demonstration
purposes, temporary software modules, or software for which CentralSquare does not receive a
fee;
5.7.8. any breach of or noncompliance with any provision of this Agreement by Customer or any of its
Representatives or any Force Majeure Event (including abnormal physical or electrical stress).
5.8. Reservation of Rights. Except for the specified rights outlined in this Section, nothing in this Agreement
grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Support
Services, Professional Services, Solutions, or Third -Party Materials, whether expressly, by implication,
estoppel, or otherwise. All right, title, and interest in the Solutions, and the Third -Party Materials are and
will remain with CentralSquare and the respective rights holders.
5.9. Changes. CentralSquare reserves the right, in its sole discretion, to make any changes to the Support
Services and Solutions that it deems necessary or useful to: (a) maintain or enhance the quality or delivery
of CentralSquare's services to its customers, the competitive strength of or market for CentralSquare's
services, or the Support Services' cost efficiency or performance; or (b) to comply with applicable law.
Without limiting the foregoing, either Party may, at any time during the Term, request in writing changes
to particular Support Services, Professional Services or their product suite of Solutions. The parties shall
evaluate and, if agreed, implement all such requested changes. No requested changes will be effective
unless and until memorialized in either a CentralSquare issued Add -On Quote signed by the Customer,
or a written change order or amendment to this agreement signed by both parties.
5.10. Subcontractors. CentralSquare may from time to time in its discretion engage third parties to perform
Professional Services or Support Services (each, a "Subcontractor").
5.11. Securitv Measures. The Solution may contain technological measures designed to prevent unauthorized
or illegal use of the Solution. Customer acknowledges and agrees that: (a) CentralSquare may use these
and other lawful measures to verify compliance with the terms of this Agreement and enforce
CentralSquare's rights, including all Intellectual Property Rights, in and to the Solution; (b) CentralSquare
may deny any individual access to and/or use of the Solution if CentralSquare , in its reasonable
discretion, believes that person's use of the Solution would violate any provision of this Agreement,
regardless of whether Customer designated that person as an Authorized User; and (c) CentralSquare
may collect, maintain, process, use and disclose technical, diagnostic and related non -identifiable data
gathered periodically which may lead to improvements in the performance and security of the Solutions.
6. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Solutions
except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of
the foregoing, Customer shall not, except as this Agreement expressly permits:
6.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell,
sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any Person,
including on or in connection with the internet or any time-sharing, service bureau, software as a service,
cloud, or other technology or service;
6.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access
to the source code of the Solutions, in whole or in part;
6.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other
than by an Authorized User through the use of his or her own then valid access;
6.4. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information
or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
6.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the
CentralSquare Systems, or CentralSquare's provision of services to any third -party, in whole or in part;
6.6. remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or
disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices
from any Documentation or Solutions, including any copy thereof;
6.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise
violates any Intellectual Property Right or other right of any third -party, or that violates any applicable law;
6.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development,
provision, or use of a competing software service or product or any other purpose that is to
CentralSquare's detriment or commercial disadvantage or otherwise access or use the Solutions beyond
the scope of the authorization granted under this Section.
7. Customer Obligations.
7.1. Customer Svstems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain,
and operate in good repair all Customer Systems on or through which the Solutions are accessed or
used; (b) provide CentralSquare Personnel with such access to Customer's premises and Customer
Systems as is necessary for CentralSquare to perform the Support Services in accordance with the
Support Standards and Specifications; and (c) provide all cooperation as CentralSquare may reasonably
request to enable CentralSquare to exercise its rights and perform its obligations under and in connection
with this Agreement.
7.2. Effect of Customer Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of
performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of
its obligations under this Agreement.
7.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited
by Section 6, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable
and lawful measures within their respective control that are necessary to stop the activity or threatened
activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any
unauthorized access to the Solutions and permanently erasing from their systems and destroying any
data to which any of them gained unauthorized access); and (b) notify CentralSquare of any such actual
or threatened activity.
8. Professional Services.
8.1. Compliance with Customer Policies. While CentralSquare Personnel are performing services at
Customer's site, CentralSquare will ensure that such personnel comply with Customer's reasonable
security procedures and site policies that are generally applicable to Customer's other suppliers providing
similar services and that have been provided to CentralSquare in writing or in advance. Customer shall
promptly reimburse CentralSquare for any out-of-pocket costs incurred in complying with such
procedures and policies.
8.2. Contributed Material. In the process of CentralSquare's performing Professional Services, Customer may,
from time to time, provide CentralSquare with designs, plans, or specifications, improvements, works or
other material for inclusion in, or making modifications to, the Solutions, the Documentation or any other
deliverables ("Contributed Material"). Customer grants to CentralSquare a nonexclusive, irrevocable,
perpetual, transferable right, without the payment of any royalties or other compensation of any kind and
without the right of attribution, for CentralSquare, CentralSquare's Affiliates and CentralSquare's
licensees to make, use, sell and create derivative works of the Contributed Material.
9. Confidentiality.
9.1 Defined. Information that is conveyed orally shall be designated as confidential at the time of disclosure
and shall be reduced to writing within ten (10) business days. Notwithstanding any provision in this
Section 9, Customer specifically acknowledges that the Software, including without limitation the
database architecture and sequence and Documentation, comprise Confidential Information and know-
how that are the exclusive property of CentralSquare.
9.2 Nondisclosure. The parties agree, unless otherwise provided in this Agreement or required by law, not to
use or make each other's Confidential Information available to any third party for any purpose other than
as necessary to perform under this Agreement. The recipient shall protect the Confidential Information
from disclosure by using the same degree of care, but no less than a reasonable degree of care, that it
uses to protect its own confidential information of a like nature to prevent its unauthorized use,
dissemination or publication by its employees or agents. Customer further agrees that it will not allow any
form or variation of the Software to enter the public domain. Both parties acknowledge that any breach of
its obligations with respect to Confidential Information may cause the other irreparable injury for which
there are inadequate remedies at law and that the non -disclosing party shall be entitled to equitable relief
in addition to all other remedies available to it. Customer shall not disclose the results of any performance
or functionality tests of the Software to any third party without CentralSquare's prior written approval.
9.3 Exceptions. A party's Confidential Information shall not include information that: (a) is or becomes publicly
available through no act or omission of the recipient; (b) was in the recipient's lawful possession prior to
the disclosure and was not obtained by the recipient either directly or indirectly from the disclosing party;
(c) is lawfully disclosed to the recipient by a third party without restriction on recipient's disclosure, and
where recipient was not aware that the information was the confidential information of discloser; (d) is
independently developed by the recipient without violation of this Agreement; or (e) is required to be
disclosed by law.
10. Security.
10.1. CentralSquare will implement commercially reasonable administrative, technical and physical safeguards
designed to ensure the security and confidentiality of Customer Data, protect against any anticipated
threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access
or use of Customer Data. CentralSquare will review and test such safeguards on no less than an annual
basis.
10.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical and
procedural access controls and system security requirements and devices, necessary for data privacy,
confidentiality, integrity, authorization, authentication and non -repudiation and virus detection and
eradication.
10.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall
maintain agreements with such Authorized Users that adequately protect the confidentiality and
Intellectual Property Rights of CentralSquare in the Solutions and Documentation and disclaim any
liability or responsibility of CentralSquare with respect to such Authorized Users.
11. Personal Data. If CentralSquare processes or otherwise has access to any personal data or personal
information on Customer's behalf when performing CentralSquare's obligations under this Agreement, then:
11.1. Customer shall be the data controller (where "data controller" means an entity which alone or jointly with
others determines purposes for which and the manner in which any personal data are, or are to be,
processed) and CentralSquare shall be a data processor (where "data processor" means an entity which
processes the data only on behalf of the data controller and not for any purposes of its own);
11.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant
personal data or personal information to CentralSquare so that CentralSquare may lawfully use, process
and transfer the personal data and personal information in accordance with this Agreement on
Customer's behalf, which may include CentralSquare processing and transferring the relevant personal
data or personal information outside the country where Customer and the Authorized Users are located
in order for CentralSquare to provide the Solutions and perform its other obligations under this
Agreement; and
11.3. CentralSquare shall process personal data and information only in accordance with lawful and reasonable
written instructions given by Customer and as set out in and in accordance with the terms of this
Agreement; and
11.4. Each Party shall take appropriate technical and organizational measures against unauthorized or unlawful
processing of the personal data and personal information or its accidental loss, destruction or damage so
that, having regard to the state of technological development and the cost of implementing any measures,
the measures taken ensure a level of security appropriate to the harm that might result from such
unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal
data and personal information and the nature of the personal data and personal information being
protected. If necessary, the parties will cooperate to document these measures taken.
12. Representations and Warranties.
12.1. LIMITED WARRANTY. CentralSquare warrants that it owns or otherwise has the rights in the Software
and has the right to license the Software as described in this Agreement. CentralSquare further warrants
and represents that the CentralSquare Software does not contain any "back door", "time bomb", "Trojan
horse", "worm", "drop dead device" or other program routine or hardware device inserted and intended
by CentralSquare to provide a means of unauthorized access to, or a means of disabling or erasing any
computer program or data, or otherwise disabling the CentralSquare Software. Nothing herein shall be
deemed to constitute a warranty against viruses. The provisions of section and its subsections below,
shall constitute the agreement of the Parties with respect to viruses. Customer's sole remedy with respect
to the foregoing warranty shall be to receive an Update to the CentralSquare Software that does not
contain any of the above -described routines or devices.
12.2. DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH
ABOVE, CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR
IMPLIED, WITH REGARD TO THE SOLUTIONS, PROFESSIONAL SERVICES, SUPPORT
SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT
CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHER, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING,
USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -
INFRINGEMENT. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT THAT A
SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY
CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE
OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL OPERATE
WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE TO
THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD -PARTY
MATERIALS ARE PROVIDED "AS -IS" AND ANY REPRESENTATION OR WARANTY OF OR
CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD -PARTY
OWNER. THIS AGREEMENT DOES NOT AMEND OR MODIFY CENTRALSQUARE'S WARRANTY
UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF.
13. Notices. All notices and other communications required or permitted under this Agreement must be in writing
and will be deemed given when delivered personally, sent by United States registered or certified mail, return
receipt requested; transmitted by facsimile or email confirmed by United States first class mail, or sent by
overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the
Party may subsequently designate for its receipt of notices in writing by the other Party.
If to CentralSquare: CentralSquare Technologies, LLC
1000 Business Center Dr.
Lake Mary, FL 32746
Phone: 407-304-3235 email: info(@.CentralSauare.com
Attention: Senior Counsel / Contracts Department
If to City: City of Fort Worth, TX
200 Texas Street
Fort Worth, TX 76102
Phone: *817-392-8272 email: *William.Bailey@fortworthtexas.gov
Attention: *William Bailey
14. Force Majeure. Neither Party shall be responsible for failure to fulfill its obligations hereunder or liable for
damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster,
delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of
Equipment, software, or services from suppliers, default of a subcontractor or vendor to the Party if such default
arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of
the other Party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other
occurrences beyond the Party's reasonable control ("Excusable Delay" hereunder). In the event of such
Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary
to compensate for such delay.
15. Indemnification.
15.1. CentralSauare Indemnification. CentralSquare shall indemnify, defend, and hold harmless Customer
from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of,
in connection with, or incident to any loss, damage or injury to persons or property or arising solely from
a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or
any subcontractor as a result of CentralSquare's or any subcontractor's performance pursuant to this
Agreement; however, CentralSquare shall not be required to indemnify Customer for any claims or
actions caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or
contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results
from or is contributed to by the actions or omissions of Customer, or its employees, agents or contractors,
CentralSquare's obligations under this provision shall be reduced to the extent of such actions or
omissions based upon the principle of comparative fault.
15.2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless CentralSquare from
any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in
connection with, or incident to any loss, damage or injury to persons or property or arising solely
attributable; from a wrongful or negligent act, error or omission of Customer, its employees, agents,
contractors, or any subcontractor as a result of Customer's or any subcontractor's performance pursuant
to this Agreement; however, Customer shall not be required to indemnify CentralSquare for any claims
or actions caused to the extent of the negligence or wrongful act of CentralSquare, its employees, agents,
or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability
results from or is contributed to by the actions or omissions of CentralSquare, or its employees, agents
or contractors, Customer's obligations under this provision shall be reduced to the extent of such actions
or omissions based upon the principle of comparative fault.
15.3. Sole Remedv. THIS SECTION SETS FORTH CUSTOMER'S SOLE REMEDIES AND
CENTRALSQUARE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR
ALLEGED CLAIMS THAT THE SERVICES AND SOLUTIONS OR ANY SUBJECT MATTER OF THIS
AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL
PROPERTY RIGHTS OF ANY THIRD -PARTY.
16. Termination. This Agreement may be terminated:
16.1. For cause by either Party, effective on written notice to the other Party, if the other Party materially
breaches this Agreement and: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty
(30) days after the non -breaching Party provides the breaching Party with written notice of such breach.
16.2. For lack of payment by written notice to Customer, if Customer's failure to pay amounts due under this
Agreement has continued more than ninety (90) days after delivery of written notice of non-payment.
16.3. Convenience. City may terminate the Agreement at any time and for any reason by providing Vendor with
30 days written notice of termination. In the event that City Terminates this Agreement for Convenience
pursuant to this Section, City shall not be entitled to any refunds, rebates or credits for any pre -paid
annual or monthly fees.
16.4. Breach. If either party commits a material breach of the 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 ten (10) 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 the Agreement, law, or equity, immediately terminate the Agreement by giving written notice to the
breaching party.
16.5. Fiscal Fundina Out. In the event no funds or insufficient funds are appropriated by City in any fiscal period
for any payments due hereunder, City will notify Vendor of such occurrence and the 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.
16.6. Duties and Obliaations of the Parties. In the event that the Agreement is terminated prior to the Expiration
Date, City shall pay Vendor for services actually rendered up to the effective date of termination and
Vendor shall continue to provide City with services requested by City and in accordance with the
Agreement up to the effective date of termination. Upon termination of the Agreement for any reason,
Vendor shall provide Citywith copies of all completed or partially completed documents prepared under the
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 City in a machine readable
format or other format deemed acceptable to City.
17. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:
17.1. Upon the expiration or earlier termination of this Agreement, each Party shall continue to hold such
Confidential Information in confidence pursuant to Section 9; and
17.2. Upon the expiration of this Agreement, each Party shall pay to the other all amounts accrued prior to and
through the date of termination of this Agreement.
18. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise
transferred by either Party without the prior written consent of the other Party, which consent will not be
unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all
of CentralSquare's assets, CentralSquare may assign this Agreement to an entity ready, willing and able to
perform CentralSquare's executory obligations hereunder, as evidenced by an express written assumption of
the obligations hereunder by the assignee.
19. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, including
the breach, termination, or validity thereof, shall be resolved by final and binding arbitration.
19.1. Exclusive Dispute Resolution Mechanism. The Parties agree to resolve any dispute, controversy, or claim
arising out of or relating to this Agreement (each, a "Dispute"), exclusively under the provisions of this
Section. Either Party may seek interim or provisional relief in any court of competent jurisdiction if
necessary, to protect the rights or property of that Party pending the appointment of the arbitrator or
pending the arbitrator's determination of the merits of the dispute.
19.2. Good Faith Neaotiations. The Parties agree to send written notice to the other Party of any Dispute
("Dispute Notice"). After the other Party receives the Dispute Notice, the parties agree to undertake good
faith negotiation between themselves to resolve the Dispute. Each Party shall be responsible for its
associated travel costs. The parties agree to attend no fewer than three negotiation sessions attended
Vice Presidents of each Party (or employees of equivalent or superior position).
19.3. Escalation to Mediation. If the Parties cannot resolve any Dispute during the good faith negotiations
either Party must initiate mediation under Section 19.4.
19.4. Mediation. Subject to Sections 19.2 and 19.3, the Parties may escalate a Dispute to a mutually agreed
to mediator. Parties agree to act in good faith in selecting a neutral mediator and in scheduling the
mediation proceedings. The parties agree to use commercially reasonable efforts in participating in the
mediation. The parties agree the mediator's fees and expenses, and the mediator's costs incidental to
the mediation will be shared equally between the parties. The parties shall bear their own fees, expenses,
and costs.
19.5. Confidential Mediation. The Parties further agree all written or oral offers, promises, conduct, and
statements made in the course of the mediation are confidential, privileged, and inadmissible for any
purpose in any litigation, arbitration or other proceeding involving the Parties. However, evidence that is
otherwise admissible or discoverable shall not be rendered inadmissible or non -discoverable as a result
of its use in the mediation.
19.6. Litigation as a Final Resort. If the Parties cannot resolve a Dispute through mediation, then once an
impasse is issued bythe mediator either Partymay commence litigation in a court of competent jurisdiction.
20. Waiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to
be a waiver of the right of such Party thereafter to enforce such provisions. If any provision of this Agreement
is found to be unenforceable, that provision will be enforced to the maximum extent possible, and the validity,
legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
21. LIABILITY. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY, AND
REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT,
NEGLIGENCE, OR OTHERWISE:
21.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY
KIND, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSSES OF PROFIT,
REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, REPUTATION, AND MORE
GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF
WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND
NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF
WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND
21.2. CENTRALSQUARE'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT SHALL NOT EXCEED THE AMOUNT(S) ACTUALLY PAID BY CUSTOMER TO
CENTRALSQUARE HEREUNDER FOR THE LAST TWELVE MONTHS.
22. Third -Party Materials. CentralSquare may from time to time, in its discretion engage third parties to perform
services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides
front-line support services for third parties, but these third parties assume all responsibility and liability in
connection with the third -party software, equipment, or related services. CentralSquare is not authorized to
make any representations or warranties that are binding upon the third -party or to engage in any other acts that
are binding upon the third -party, excepting specifically that CentralSquare is authorized to represent third -party
fees in the Agreement and to accept payment of such amounts from Customer on behalf of the third -party for
as long as such third -party authorizes CentralSquare to do so. As a condition precedent to installing or
accessing any third -party Materials, Customer may be required to execute a click -through, shrink-wrap End
User License Agreement (EULA) or similar agreement provided by the Third -Party Materials provider. All third -
party materials are provided "as -is" and any representation or warranty concerning them is strictly between
Customer and the third -party.
23. Attorneys' Fees, Penalties, and Liquidated Damages. To the extent the attached Agreement requires
City to pay attorneys' fees for any action contemplated or taken, or penalties or liquidated damages in any
amount, City objects to these terms and any such terms are hereby deleted from the Agreement and shall
have no force or effect.
24. Law and Venue. The Agreement and the rights and obligations of the parties hereto shall be governed by,
and construed in accordance with the laws of the United States and state of Texas, exclusive of conflicts of
laws provisions. Venue for any suit brought under the Agreement shall be in a court of competent jurisdiction
in Tarrant County, Texas. To the extent the Agreement is required to be governed by any state law other
than Texas or venue in Tarrant County, City objects to such terms and any such terms are hereby deleted
from the Agreement and shall have no force or effect.
25. Sovereign Immunity. Nothing herein constitutes a waiver of City's sovereign immunity. To the extent the
Agreement requires City to waive its rights or immunities as a government entity; such provisions are hereby
deleted and shall have no force or effect.
26. Limitation of Liability and Indemnity. To the extent the Agreement, in any way, limits the liability of
Vendor or requires City to indemnify or hold Vendor or any third party harmless from damages of any kind
or character, City objects to these terms and any such terms are hereby deleted from the Agreement and
shall have no force or effect.
27. IP Indemnification. 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 the Agreement, it being understood that the
agreement to indemnify, defend, settle or pay shall not apply if 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 the 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
the 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 the 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 REQUIRED BY CITY
28. Data Breach. Vendor further agrees that it will monitor and test its data safeguards from time to
time, and further agrees to adjust its data safeguards from time to time in light of relevant
circumstances or the results of any relevant testing or monitoring. 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 the Agreement or in connection with the
performance of any services performed under the Agreement or any Statement(s) of Work ("Data
Breach"), Vendor shall notify City in writing within 48 hours of a confirmed security incident and
shall reasonably cooperate with City at Vendor's expense 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, including
reasonable attorney fees, 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 acts or
omissions of City. All Personal Data to which Vendor has access under the 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 the 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
the 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.
29. No Mandatory Arbitration. To the extent the Agreement requires mandatory arbitration to resolve conflicts,
City objects to these terms and any such terms are hereby deleted from the Agreement and shall have no
force or effect.
30. No Debt. In compliance with Article 11 § 5 of the Texas Constitution, it is understood and agreed that all
obligations of City hereunder are subject to the availability of funds. If such funds are not appropriated or
become unavailable, City shall have the right to terminate the Agreement except for those portions of funds
which have been appropriated prior to termination.
31. Public Information. 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. To the extent the
Agreement requires that City maintain records in violation of the Act, City hereby objects to such provisions
and such provisions are hereby deleted from the Agreement and shall have no force or effect. In the event
there is a request for information marked Confidential or Proprietary, City shall promptly notify Vendor. It will
be the responsibility of Vendor 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.
32. Network Access.
a. Citv Network Access. If Vendor, and/or any of its employees, officers, agents,
servants or subcontractors (for purposes of this section "Vendor Personnel"), requires access to
the City's computer network in order to provide the services herein, Vendor shall execute and
comply with the Network Access Agreement which is attached hereto as Exhibit "5" and
incorporated herein for all purposes.
b. Federal Law Enforcement Database Access. If Vendor, or any Vendor Personnel,
requires access to any federal law enforcement database or any federal criminal history record
information system, including but not limited to Fingerprint Identification Records System ("FIRS"),
Interstate Identification Index System ("III System"), National Crime Information Center ("NCIC") or
National Fingerprint File ("NFF"), or Texas Law Enforcement Telecommunications Systems
("TLETS"), that is governed by and/or defined in Title 28, Code of Federal Regulations Part 20 ("CFR
Part 20"), for the purpose of providing services for the administration of criminal justice as defined
therein on behalf of the City or the Fort Worth Police Department, under the Agreement, Vendor
shall comply with the Criminal Justice Information Services Security Policy and CFR Part 20, as
amended, and shall separately execute the Federal Bureau of Investigation Criminal Justice
Information Services Security Addendum. No changes, modifications, alterations, or amendments
shall be made to the Security Addendum. The document must be executed as is, and as approved
by the Texas Department of Public Safety and the United States Attorney General.
33. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its employees
who perform work under the Agreement, including completing the Employment Eligibility Verification Form
(1-9). 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 the 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'SEMPLOYEES,
SUBCONTRACTORS, AGENTS, OR LICENSEES. City, upon written notice to Vendor, shall have the right
to immediately terminate the Agreement for violations of this provision by Vendor.
34. 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.
35. Right to Audit. Vendor agrees that City shall, until the expiration of three (3) years after final payment under
the Agreement, have access to and the right to examine any directly pertinent books, documents, papers
and records of Vendor involving transactions relating to the Agreement. Vendor agrees that City shall have
access during normal working hours to all necessary Vendor facilities and shall be provided adequate and
appropriate workspace in order to conduct audits in compliance with the provisions of this section. City shall
give Vendor reasonable advance notice of intended audits.
36. Prohibition on Boycotting Energy Companies. Vendor acknowledges that in accordance with Chapter
2274 of the Texas Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2, the City is
prohibited from entering into a contract for goods or services that has a value of $100,000 or more that is
to be paid wholly or partly from public funds of the City with a company with 10 or more full-time employees
unless the contract contains a written verification from the company that it: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of the contract. The terms "boycott
energy company" and "company" have the meaning ascribed to those terms by Chapter 2274 of the Texas
Government Code, as added by Acts 2021, 87th Leg., R.S., S.B. 13, § 2. To the extent that Chapter 2274 of
the Government Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that
Contractor's signature provides written verification to the City that Contractor: (1) does not boycott energy
companies; and (2) will not boycott energy companies during the term of this Agreement.
37. Prohibition on Discrimination Against Firearm and Ammunition Industries. Vendor acknowledges that
except as otherwise provided by Chapter 2274 of the Texas Government Code, as added by Acts 2021,
87th Leg., R.S., S.B. 19, § 1, the City is prohibited from entering into a contract for goods or services that
has a value of $100,000 or more that is to be paid wholly or partly from public funds of the City with a
company with 10 or more full-time employees unless the contract contains a written verification from the
company that it: (1) does not have a practice, policy, guidance, or directive that discriminates against a
firearm entity or firearm trade association; and (2) will not discriminate during the term of the contract against
a firearm entity or firearm trade association. The terms "discriminate," "firearm entity" and "firearm trade
association" have the meaning ascribed to those terms by Chapter 2274 of the Texas Government Code,
as added by Acts 2021, 87th Leg., R.S., S.B. 19, § 1. To the extent that Chapter 2274 of the Government
Code is applicable to this Agreement, by signing this Agreement, Vendor certifies that Contractor's signature
provides written verification to the City that Contractor: (1) does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and (2) will not discriminate
against a firearm entity or firearm trade association during the term of this Agreement.
38. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference,
constitutes the entire agreement between the Parties with respect to the subject matter. These documents
supersede and merge all previous and contemporaneous proposals of sale, communications, representations,
understandings and agreements, whether oral or written, between the Parties with respect to the subject hereof.
This Agreement may not be modified except by a writing subscribed to by authorized representatives of both
Parties.
39. No Third -Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective
successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any
other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.
40. Counterparts. This Agreement may be executed in several counterparts, each of which when so executed
shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. This
Amendment shall be considered properly executed by a Party if executed by that Party and transmitted by
facsimile or other electronic means including, without limitation, Docusign, Tagged Image Format Files (TIFF),
or Portable Document Format (PDF).
41. Material Adverse Change. If any Law, Regulatory Approval, applicable standard, process, OEM requirement
is changed or comes into force after the Effective Date, including but not limited to PCI standards (collectively,
a "Material Adverse Change"), which is not explicitly addressed within this Agreement and results in significant
extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet,
discuss in good faith, and agree upon reducing the technical, operational, and/or commercial impact of such
Material Adverse Change.
42. Cooperative Purchases. This Contract may be used by other government agencies. CentralSquare has
agreed to offer similar services to other agencies under the same terms and conditions as stated herein except
that the compensation may be negotiated between CentralSquare and other agencies based on the specific
revenue expectations, agency reimbursed costs, and other agency requirements. The Customer will in no way
whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases
by such agencies.
43. Order of Precedence. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or
any purchase order, then the following priority shall prevail:
43.1.1. The main body of this Agreement and any associated amendments or change orders.
43.1.2. The attached Exhibits to this Agreement.
43.1.3. Purchase Orders placed with CentralSquare in accordance with this Agreement.
Customer's purchase terms and conditions or CentralSquare's sales terms and conditions are not applicable
and shall have no force and effect, whether referenced or not in any document in relation to this Agreement.
43.2. Incorporated Exhibits to this agreement:
Exhibit 1
— Cost Summary
Exhibit 2
— Maintenance & Support Standards
Exhibit 3
— Travel Expense Guidelines
Exhibit 4
— Insurance Requirements
Exhibit 5
— Network Access Agreement
Exhibit 6
— City Council Approval
(signature page follows)
City of Fort Worth
CentralSquare Technologies, LLC
09/-l9 �GC�GILIG�D
By: Dana Burghd off (Jan 26, 202YA:11 CST)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Jan 26, 2023
RUrz A` A-rsr Trt
By: Ron Anderson (Jan 19, 2023 23:48 CST)
Name: Ronald Anderson
Title: Vice President, Sales
Date: Jan 19, 2023
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By: Christopher Hard (Jan 26, 2023 68:47 CST)
Name: Christopher Harder
Title: Director, Water Department
Approved as to Form and Legality:
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: 22-0719
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
William Bailey
By: William Bailey (Jan 20,202309:39 CST)
Name: William Bailey
Title: IT Manager
City Secretary:
By. C,
Name: Jannette S. Goodall
Title: City Secretary
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OFFICIAL RECORD
CITY SECRETARY
FT. WORTH, TX
EXHIBIT 1
Cost Summary
Water IT Cost Projections for CentralSquare
In accordance with Fort Worth City Council M&C 22-0719, the table below outlines the total compensation amount of this
Agreement for continued software, licensing, maintenance and support, training, and professional services for the Water
Department's Customer Information and Billing Systems, for an annual amount of $490,000.00
CentralSquare CIS
Services
Maintenance/Support
Projected Cost
$ 190,000.00
Software licensing right -to -use $ 50,000.00
Training subscription $ 15,000.00
Project Services $ 235,000.00
Total Contract Commitments $ 490,000.00
& Spending Authority
Description
Support services quotes for all CentralSquare products
used in the Water Utility billing system CIS solution
Acquire module for Meter Services and additional
licensing for secondary DEV/TEST server.
Subscription to online training modules for the CIS;
annual fee provides unlimited enterprise access.
Software development and implementation services
Actual spend will be determined during the
purchasing process and will be based upon available
appropriations and vendor quotes.
This is the spending authority authorized by M&C
22-0719 and is the "not -to -exceed" amount of the
contract.
Project Services Detail:
Including but not limited to:
Project Services
$
35,000.00
Billing System Integration with Maximo
Project Services
$
35,000.00
configure M6 for Meter Services
Project Services
$
10,000.00
W3 Naviline Work Order Interface
Project Services
$
20,000.00
HTML 5 Upgrade, Prof Services
Project Services
$
10,000.00
HTML 5 Upgrade, Training
Project Services
$
20,000.00
AnalyticsNow additional support
Project Services
$
75,000.00
CentralSquare/SEW integration additional phases
Project Services
$
10,000.00
Data Retention/Purging/Archiving — Current
Project Services
$
20,000.00
Data Extraction/Migration (New Billing System)
Total
$
235,000.00
The following tables represent CentralSquare's annual renewal fees for support and maintenance. Prior to the end
of the then current renewal term, and each subsequent annual renewal term, CentralSquare will forward an invoice
to the City for the annual renewal fees.
Renewal
Renewal
Renewal
Renewal
Renewal
Period
Period
Period
Period
Period
DESCRIPTION
QT 07/01/2022 -
07/01/2023 -
07/01/2024 -
07/01/2025 -
07/01/2026 -
Y 06/30/2023
06/30/2024
06/30/2025
06/30/2026
06/30/2027
NaviLine Web Enablement
Annual Maintenance Fee
3 $ 2,149.88
$ 2,257.37
$ 2,370.24
$ 2,488.75
$ 2,613.19
Total Annual Maintenance
$ 2,149.88
$ 2,257.37
$ 2,370.24
$ 2,488.75
$ 2,613.19
Fees
Renewal
Renewal
Renewal
Renewal
Renewal
Period
Period
Period
Period
Period
DESCRIPTION
QT
10/01/2022 -
10/01/2023 -
10/01/2024 -
10/01/2025 -
10/01/2026 -
Y
09/30/2023
09/30/2024
09/30/2025
09/30/2026
09/30/2027
AnalyticsNOW
1
$
4,520.25
$ 4,746.26
$
4,983.58
$
5,232.75
$
5,494.39
Fusion Proprietary
1
$
4,051.69
$ 4,254.27
$
4,466.99
$
4,690.34
$
4,924.85
Modifications
49
$
4,900.00
$ 5,145.00
$
5,402.25
$
5,672.36
$
5,955.98
Annual
Maintenance Fee
NaviLine Cash Receipts-
1
$
8,776.68
$
9,215.51
$
9,676.29
$
10,160.10
$
10,668.11
Annual Maintenance Fee
NaviLine CIS IVR Credit
Card Interface -Generic
1
$
947.58
$
994.96
$
1,044.71
$
1,096.94
$
1,151.79
Annual Maintenance Fee
NaviLine CIS Voice
Response Interface-
1
$
2,547.55
$
2,674.93
$
2,808.67
$
2,949.11
$
3,096.56
Generic Annual
Maintenance Fee
NaviLine Customer
Information System Annual
1
$
87,602.33
$
91,982.45
$
96,581.57
$
101,410.65
$
106,481.18
Maintenance Fee
NaviLine Delinquency Call Out
Listing Interface -Generic
1
$
656.65
$
689.48
$
723.96
$
760.15
$
798.16
Annual Maintenance Fee
NaviLine Document
Management Services
1
$
1,576.70
$
1,655.54
$
1,738.31
$
1,825.23
$
1,916.49
Annual Maintenance Fee
NaviLine Land/Parcel Mgmt-
1
$
$
$
$
$
Annual Maintenance Fee
NaviLine User Interface
1
$
-
$
-
$
-
$
-
$
-
NaviLine Work Order Interface
1
$
5,455.83
$
5,728.62
$
6,015.05
$
6,315.81
$
6,631.60
NaviLine Work
Orders/Facility Management
1
$
25,623.20
$
26,904.36
$
28,249.58
$
29,662.06
$
31,145.16
Annual Maintenance Fee
Total Annual Maintenance
$
146,658.46
$
153,991.38
$
161,690.95
$
169,775.50
$
178,264.27
Fees
Renewal
Renewal
Renewal
Renewal
Renewal
Period
Period
Period
Period
Period
DESCRIPTION
QT
12/02/2022 -
12/02/2023 -
12/02/2024 -
12/02/2025 -
12/02/2026 -
Y
12/01/2023
12/01/2024
12/01/2025
12/01/2026
12/01/2027
izat Organional
Orgaizat
eLeSubscription
1
$
12,000.00
$
12,600.00
$
13,230.00
$
13,891.50
$
14,586.08
Plan
Total Annual Subscription
$
12,000.00
$
12,600.00
$
13,230.00
$
13,891.50
$
14,586.08
Fees
The following Optional Items are being provided as optional costs and are not included in the Total Contract
Commitments & Spending Authority costs. From the execution date of this Agreement, the following Professional
Services Hourly Rates are being provided and are valid for twelve (12) months. Thereafter, Professional Services Hourly
Rates are subject to the then current CentralSquare rate.
Professional Services Hourly Rates
Consulting Services
$
180.00
Development Services
$
180.00
Project Management Services
$
180.00
Training Services
$
180.00
Technical Services
$
180.00
Installation Services
$
180.00
The Professional Services fees will only be invoiced upon authorization to proceed from the agency.
Project Management
Even in smaller, less complex projects, there needs to be a point of contact and someone driving a project to successful
completion. CentralSquare's Implementation Methodology ensures a project has the right amount of oversight needed
to successfully complete the work, no more no less. A CentralSquare Project Manager will be your point of contact for
the scoped work with you to develop a timeline to meet your needs, drive the timeline to completion, work to resolve any
issues that may arise during the life of the project, all while keeping you up to date so you have the peace of mind your
project is on track for a successful completion.
Professional Services
Throughout the course of the project, CentralSquare will use several types of services to complete the necessary steps
for successful deployment of the contracted services. The overall services aligned to implementation include Consulting
Services, Technical Services, Data Conversion Services, Training Services, and in some cases, Installation Services.
PAYMENT TERMS:
Payment due in full 30 days from date of invoice.
RECURRING FEES
a. For new purchases, commencing one year after Go Live, the "Anniversary Date", the Annual Software
Maintenance Fee will be due for CentralSquare support and maintenance. Thereafter, on the Anniversary Date,
Annual Software Maintenance Fees will be due on or before the commencement of the subsequent renewal
term.
b. Annual Software Maintenance Fees and Annual Subscription Fees shall increase by 5% from the prior year.
c. Annual Access Fees are due: on the Execution Date, and annually thereafter on the anniversary of the
Execution Date.
ANCILLARY FEES
d. Reimbursement of travel and living expenses will be governed by Exhibit 3 ("Travel Expense Guidelines")
attached hereto and will be invoiced monthly in arrears and due within thirty (30) days from date of invoice.
e. Customer is responsible for paying all taxes relating to this Agreement. Applicable tax amounts (if any) are not
included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes,
Customer must provide CentralSquare valid proof of exemption; otherwise, CentralSquare will invoice
Customer and Customer will pay to CentralSquare all such tax amounts.
f. If Customer fails to make any payment when due, then CentralSquare may charge interest on the past due
amount at the rate of 1.5% per month calculated daily and compounded monthly, or, if lower, the highest rate
permitted under applicable law; and If such failure continues for 90 days following written notice thereof,
CentralSquare may suspend performance or access until past due amounts have been paid.
EXHIBIT 2
Support Standards
I. Support Hours: Hours During Which CentralSquare's Telephone Support Will be Available to Customer in Connection with the
Provision of Maintenance: Unless otherwise noted in the Order as to Support Type, support hours are Monday through Friday, 8:00
A.M. to 5:00 P.M. Customer's Local Time within the continental United States, excluding holidays ("5x9").
II. Targeted Response Times.
"Notification" means a communication to CentralSquare's help desk by means of: (i) CentralSquare's web helpline; or (ii) the placement
of a telephone call.
With respect to CentralSquare's support obligations, CentralSquare will use diligent, commercially reasonable efforts to respond to
Notifications from Customer relating to the Solution identified in the Order in accordance with the following guidelines with the time
period to be measured beginning with the first applicable CentralSquare "Telephone Support" hour occurring after CentralSquare's
receipt of the Notification:
Priority
Description
Response Goal
Urgent A support issue shall be considered Normal Customer Service Hours: Telephone
1 Urgent when it produces a Total calls to (833) - CST - SUPP will be immediately
System Failure; meaning the answered and managed by the first available
Solution is not performing a process representative. CentralSquare initially
that has caused a complete work responds to a Priority 1 case within one hour
stoppage. after opening.
Critical A support issue shall be considered
2 Critical when a critical failure in
operations occurs; meaning
CentralSquare's Solution is not
performing a critical process and
prevents the continuation of basic
operations. Critical problems do not
have a workaround. This
classification does not apply to
intermittent problems.
Non- A support issue shall be considered
Critical Non -Critical when a non -critical
3 failure in operations occurs;
meaning the Solution is not
performing non -critical processes,
but the system is still usable for its
intended purpose or there is a
workaround.
After Normal Customer Service Hours: Thirty
(30) minute call back after Client telephone
contact to (833) - CST— SUPP for NaviLine
only.
Priority 1 issues must be called in via (833) -
CST - SUPP in order to receive this level of
response.
Normal Customer Service Hours: Telephone
calls to (833) - CST - SUPP will be immediately
answered and managed by the first available
representative. CentralSquare initially
responds to a Priority 2 case within two hours
after opening.
After Normal Customer Service Hours: One (1)
hour minute call back after Client telephone
contact to (833) - CST — SUPP for NaviLine
only.
Non -Urgent Priority issues may also be
reported via
Https://support.centralsquare.com/s/contrac-
us
Normal Customer Service Hours: Telephone
calls to (833) - CST - SUPP will be answered
and managed by the first available
representative. CentralSquare initially
responds to a Priority 3 case within eight
business hours after opening.
Resolution Goal
Although resolution
times vary
depending on the
exact issue and
customer
environment,
CentralSquare has a
stated goal to
resolve an urgent
issue within 24
hours or provide a
resolution plan with
urgent issues within
24 hours of being
reported.
A resolution plan will
detail the steps
necessary to
understand and
possibly resolve the
issue.
Minor A support issue will be considered
4 Minor when the issue causes minor
disruptions in the way tasks are
performed, but does not affect
workflow or operations. This may
include cosmetic issues, general
questions, and how to use certain
features of the system.
Non -Critical Priority issues may also be
reported via
HttiDs://support.centralsauare.com/s/contrac-
us
Non -Critical Priority issues are not managed
after Normal Customer Service Hours for PA
Products.
Normal Customer Service Hours: Telephone
calls to 800-987-0911 will be answered and
managed by the first available representative.
CentralSquare initially responds the next
business day after the pint of opening a
Priority 4 case during CentralSquare' s normal
local business hours or within two business
days after a P4 case is opened outside of
CentralSquare' s normal local business hours.
Minor Priority issues may also be reported via
Httr)s://support.centralsauare.com/s/contrac-
us
Minor Priority issues are not managed after
Normal Customer Service Hours for PA
Products.
Response timing is measured from the moment a Case number is created. As used herein a "Case number" is created when aJ
CentralSquare's support representative has been directly contacted by Customer either by phone, in person, or through CentralSquare's
online support portal, and b) when CentralSquare's support representative assigns a case number and conveys that case number to the
Customer. Customer must provide remote access to its facility using a CentralSquare approved remote access Customer so that
CentralSquare can perform the support obligations and/or services under this Agreement; and will provide appropriate security access
and accounts for CentralSquare staff and each session participant.
EXHIBIT 3
Travel Expense Guidelines
CentralSquare will adhere to the following guidelines when incurring travel expenses
All arrangements for travel are to be made through the CentralSquare Corporate Travel Agent unless other
arrangements have been made with the Customer and are documented in writing.
AIR TRAVEL — CentralSquare will use the least expensive class of service available with a minimum of seven (7)
day, maximum of thirty (30) day, advance purchase. Upon request, CentralSquare shall provide the travel itinerary
as the receipt for reimbursement of the airfare and any fees. Fees not listed on the itinerary will require a receipt
for reimbursement.
Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by the
Customer, Customer will reimburse the current IRS approved mileage rate for all local trips.
LODGING —CentralSquare will use the most reasonable accommodations possible, dependent on the city. All
movies, and phone/internet charges are not reimbursable.
RENTAL CAR — Compact or Intermediate cars will be required unless there are three or more CentralSquare
employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable however,
pre -paid gas purchases will not be authorized and all rental cars are to be returned with a full tank of gas. Upon
request, receipts for car rental and gas purchases will be submitted to Customer. CentralSquare shall decline all
rental car insurance offered by the car rental agency as staff members will be covered under the CentralSquare
auto insurance policy. Fines for traffic violations are not reimbursable expenses.
OTHER TRANSPORTATION — CentralSquare staff members are expected to use the most economical means
for traveling to and from the airport (Airport bus, hotel shuttle service). Airport taxi or mileage for the employee's
personal vehicle (per IRS mileage guidelines) are reimbursable if necessary. Upon request, receipt(s) for the taxi
will be submitted to Customer. Proof of mileage may be required and may be documented by a readily available
electronic mapping service. The mileage rate will be the then -current IRS mileage guideline rate (subject to change
with any change in IRS guidelines).
OTHER BUSINESS EXPENSES — Parking at the airport is reimbursable. Tolls to and from the airport and while
traveling at the Customer site are reimbursable. Tipping on cab fare exceeding 15% is not reimbursable. Porter
tips are reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable when travel includes a weekend day
or Company Holiday and the hotel stay is four nights or more. Laundry charges must be incurred during the trip
and the limit is one shirt and one pair of pants/skirt per day. With the exception of tips, receipts shall be provided
to Customer upon request for all of the aforementioned items.
MEALS — Standard per Diem. Subject to change due to cost of living.
EXHIBIT 4
Minimum Insurance Reauirements
1.1. 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:
1.1.1. Commercial General Liability:
1.1.1.1. Combined limit of not less than $2,000,000 per occurrence;
$4,000,000 aggregate; or
1.1.1.2. Combined limit of not less than $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.
1.1.1.3. Defense costs shall be outside the limits of liability.
1.1.2. Statutory Workers' Compensation and Employers' Liability Insurance
requirements per the amount required by statute.
1.1.3. Technology Liability (Errors & Omissions)
1.1.3.1. Combined limit of not less than $2,000,000 per occurrence;
$4million aggregate or
1.1.3.2. Combined limit of not less than $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. The umbrella policy shall cover amounts for
any claims not covered by the primary Technology Liability policy. Defense costs
shall be outside the limits of liability.
1.1.3.3. Coverage shall include, but not be limited to, the following:
1.1.3.3.1. Failure to prevent unauthorized access;
1.1.3.3.2. Unauthorized disclosure of information;
1.1.3.3.3. Implantation of malicious code or computer
virus;
1.1.3.3.4. Fraud, Dishonest or Intentional Acts with final
adjudication language;
1.1.3.3.5. Intellectual Property Infringement coverage,
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;
1.1.3.3.6. 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
1.1.3.3.7. Any other insurance as reasonably requested by
City.
1.2. General Insurance Requirements:
1.2.1. All applicable 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.
1.2.2. The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of the City of Fort Worth.
1.2.3. A minimum of Thirty (30) days' notice of cancellation or reduction in
limits of coverage shall be provided to the City. Ten (10) days' notice shall be acceptable
in the event of non-payment of premium. Notice shall be sent to the Risk Manager, City
of Fort Worth, 1000 Throckmorton, Fort Worth, Texas 76102, with copies to the City
Attorney at the same address.
1.2.4. 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.
1.2.5. Any failure on the part of the City to request required insurance
documentation shall not constitute a waiver of the insurance requirement.
1.2.6. 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.
EXHIBIT 5
NETWORK ACCESS AGREEMENT
This Network Access Agreement ("Access Agreement") is made and entered into by and
between the City of Fort Worth ("City"), a home rule municipal corporation organized under the
laws of the State of Texas, and CentralSquare Technologies a Delaware Limited Liability
Corporation ("Vendor").
1. The Network. The City owns and operates a computing environment and network
(collectively the "Network"). Vendor wishes to access the City's network in order to provide
Software, Licensing, Maintenance and Support, Training, and Professional Services. In order to provide
the necessary support, Vendor needs access the Water Department network (the "Services").
2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the
City's Network for the sole purpose of providing Software, Licensing, Maintenance and Support,
Training, and Professional Services. Such access is granted subject to the terms and conditions forth
in this Agreement and applicable provisions of the City's Administrative Regulation D-7
(Electronic Communications Resource Use Policy), of which such applicable provisions are
hereby incorporated by reference and made a part of this Agreement for all purposes herein and
are available upon request.
3. Network Credentials. The City will provide Vendor with Network Credentials
consisting of user IDs and passwords unique to each individual requiring Network access on behalf
of the Vendor. If this access is being granted for purposes of completing services for the City
pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted
services, or upon termination of the contracted services, whichever occurs first. Otherwise, access
rights will automatically expire one (1) year from the date of this Access Agreement ("Expiration
Date").
❑ Services are being provided in accordance with City Secretary Contract No.
("Agreement")
❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract
No. . ("PSK #")
® Services are being provided in accordance with the Agreement to which this Access
Agreement is attached.
❑ No services are being provided pursuant to this Access Agreement.
4. Renewal. This Access Agreement shall renew in accordance with the term of the
Agreement or PSK #. If there is no Agreement or PSK #, this Access Agreement may be renewed
annually by City, in its sole discretion, at the end of the Expiration Date and each renewal term
thereafter.
Notwithstanding the scheduled contract expiration or the status of completion of services,
Vendor shall provide the City with a current list of officers, agents, servants, employees or
representatives that require Network credentials on an annual basis. Failure to adhere to this
requirement may result in denial of access to the Network and/or termination of this Access
Agreement.
5. Network Restrictions. Vendor officers, agents, servants, employees or
representatives may not share the City -assigned user IDs and passwords. Vendor acknowledges,
agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network
in order to ensure Vendor's compliance with this Access Agreement. A breach by Vendor, its
officers, agents, servants, employees or representatives, of this Access Agreement and any other
written instructions or guidelines that the City provides to Vendor pursuant to this Access
Agreement shall be grounds for the City immediately to deny Vendor access to the Network and
Vendor's Data, terminate the Access Agreement, and pursue any other remedies that the City may
have under this Access Agreement or at law or in equity.
6. Termination. In addition to the other rights of termination set forth herein, the City
may terminate this Access Agreement at any time and for any reason with or without notice, and
without penalty to the City. Upon termination of this Access Agreement, Vendor agrees to remove
entirely any client or communications software provided by the City from all computing equipment
used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to
access the City's Network.
7. Information Securitv. Vendor will comply with all applicable security breach
notification laws and regulations in its provision of the CentralSquare Systems and, in any event,
will notify City without undue delay upon becoming aware of any breach of security leading to
the accidental or unlawful destruction, loss, alteration, unauthorized disclosure of, or access to
Customer Data on the CentralSquare Systems managed by Vendor. Without limiting the generality
of the foregoing, the Parties acknowledge and agree that data incidents do not include unsuccessful
attempts, everyday security alerts, or other events that do not materially compromise the security
or availability of Customer Data, including unsuccessful login attempts, pings, port scans, denial
of service attacks, and other network attacks on firewalls or networked systems. Vendor's
notification of a data incident under this section is not an acknowledgement by Vendor of any fault
or liability with respect to the data incident.
8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE
AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY
ON ACCOUNT OF ANY BREACH OF THIS ACCESS AGREEMENT BY VENDOR, ITS
OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS,
AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY
DAMAGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'S
RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR'S DATA ON ACCOUNT
OF ANY BREACH OF THIS ACCESS AGREEMENT BY VENDOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY
MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE AND
RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE
AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS
AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT
ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS
OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR'S
OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD
HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES
FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO
THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR
OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS,
AGENTS, SERVANTS OR EMPLOYEES.
9. Confidential Information. Vendor, for itself and its officers, agents, employees,
and representatives, agrees that it shall treat all information provided to it by the City as
confidential and shall not disclose any such information to a third party without the prior written
approval of the City. Vendor further agrees that it shall store and maintain City Information in a
secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt
City Information in any way. Vendor shall notify the City immediately if the security or integrity
of any City information has been compromised or is believed to have been compromised.
10. Right to Audit. Vendor agrees that the City shall, during the initial term, any
renewal terms, and until the expiration of three (3) years after termination or expiration of this
contract, have access to and the right to examine at reasonable times any directly pertinent books,
data, documents, papers and records, both hard copy and electronic, of the Vendor involving
transactions relating to this Access Agreement. Vendor agrees that the City shall have access
during normal working hours to all necessary Vendor facilities and shall be provided adequate
and appropriate work space in order to conduct audits in compliance with the provisions of this
section. The City shall give Vendor reasonable advance notice of intended audits. Vendor further
agrees to include in all its subcontractor agreements hereunder a provision to the effect that the
subcontractor agrees that the City shall, during the initial term, any renewal terms, and until
expiration of three (3) years after termination or expiration of the subcontract, have access to and
the right to examine at reasonable times any directly pertinent books, data, documents, papers
and records, both hard copy and electronic, of such subcontractor involving transactions related
to the subcontract, and further that City shall have access during normal working hours to all
subcontractor facilities and shall be provided adequate and appropriate work space in order to
conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor
reasonable notice of intended audits.
11. Agreement Cumulative. This Access Agreement is cumulative of and in addition
to any written contracts, agreements, understandings or acknowledgments with the City signed by
Vendor. This Access Agreement and any other documents incorporated herein by reference
constitute the entire understanding and Access Agreement between the City and Vendor as to the
matters contained herein regarding Vendor's access to and use of the City's Network.
12. Amendments. The terms of this Access Agreement shall not be waived, altered,
modified, supplemented, or amended in any manner except by written instrument signed by an
authorized representative of both the City and Vendor.
13. Assignment. Vendor may not assign or in any way transfer any of its interest in
this Access Agreement. Any attempted assignment or transfer of all or any part hereof shall be null
and void.
14. Severability. If any provision of this Access Agreement is held to be invalid,
illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall
not in any way be affected or impaired.
15. Force Maieure. Each party shall exercise its best efforts to meet its respective
duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or
omission in performance due to force majeure or other causes beyond their reasonable control
(force majeure), including, but not limited to, compliance with any government law, ordinance or
regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars,
riots, material or labor restrictions by any governmental authority, transportation problems and/or
any other similar causes.
16. Governing Law / Venue. This Access 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 Access Agreement, venue for such action shall lie in state courts located
in Tarrant County, Texas or the United States District Court for the Northern District of Texas,
Fort Worth Division.
17. Signature Authoritv. By affixing a signature below, the person signing this Access
Agreement hereby warrants that he/she has the legal authority to bind the respective party to the
terms and conditions in this agreement and to execute this Access Agreement on behalf of the
respective party, and that such binding authority has been granted by proper order, resolution,
ordinance or other authorization of the entity. The other party is fully entitled to rely on this
warranty and representation in entering into this Access Agreement.
[Signature Page Follows]
Executed effective as of the date signed by the Assistant City Manager below.
City of Fort Worth
��q �I�GILIG�Oi�
By: Dana Burghdoff (Ja 26, 20231 :11 CST)
Name: Dana Burghdoff
Title: Assistant City Manager
Date: Jan 26, 2023
CentralSquare Technologies, LLC
Ram Andew a,
By: Ron Anderson (Jan 19, 202323:48 CST)
Name: Ronald Anderson
Title: Vice President, Sales
Date: Jan 19, 2023
CITY OF FORT WORTH INTERNAL ROUTING PROCESS:
Approval Recommended:
By: Christopher Hard (Jan 26, 2023 08:47 CST)
Name: Christopher Harder
Title: Director, Water Department
Approved as to Form and Legality:
By:
Name: Taylor Paris
Title: Assistant City Attorney
Contract Authorization:
M&C: 22-0719
Contract Compliance Manager:
By signing I acknowledge that I am the
person responsible for the monitoring and
administration of this contract, including
ensuring all performance and reporting
requirements.
William Bailey
By:
William Bailey (Jan 20, 2023 09:39 CST)
Name: William Bailey
Title: IT Manager
City Secretary:
By: U
Name: Jannette S. Goodall
Title: City Secretary
9/15/22, 12:14 PM M&C Review Official site of the City of Fort Worth, Texas
FORT WORTH
EXHIBIT 6
CITY COUNCIL
APPROVAL
CITY COUNCIL AGENDA
Create New From This M&C
DATE: 9/13/2022 REFERENCE **M&C 22- LOG NAME: 60SUPERION SOLE SOURCE
NO.: 0719
AGREE
CODE: C TYPE: CONSENT PUBLIC NO
HEARING:
SUBJECT: (ALL) Authorize a Sole Source Agreement with Superion, LLC for Continued Software,
Licensing, Maintenance and Support, Training, and Professional Services for the Water
Department's Customer Information and Billing for an Annual Amount of $490,000.00
RECOMMENDATION:
It is recommended that the City Council authorize a Sole Source Agreement with Superion, LLC for
continued software, licensing, maintenance and support, training, and professional services for the
Water Department's Customer Information and Billing Systems, for an annual amount of $490,000.00.
DISCUSSION:
The Water Department has utilized the current customer information billing system since 1993. The
most recent continuation of this agreement was approved on Mayor and Council Communication
(M&C) P-12140, on December 5, 2017, and it allowed for City Secretary Contract 45635, which
expires on September 30, 2022. If approved, the new agreement will provide the Water Department
with continued software, maintenance and support, licensing, training and professional services, in
support of the Customer Information and Billing System. It will enable the collection of over $600M
annually in revenues for water, sewer, recycling, solid waste, storm water, and environmental
protection services, as well as voluntary contributions.
CentralSquare Technologies, LLC, doing business under the name Superion, LLC, is the documented
sole source vendor for these services. Superion does not allow any other entity to update, enhance,
modify, or support its utility billing system; it is a proprietary system.
ADMINISTRATIVE CHANGE ORDER
An administrative change order or increase may be made by the City Manager, or his designee, in the
amount up to the maximum allowed under state law and the City Code and does not require specific
City Council approval as long as sufficient funds have been appropriated.
AGREEMENT TERM
This Agreement will commence on October 1, 2022 and end on September 30, 2023.
RENEWAL OPTIONS
This Agreement may be renewed for up to four additional one-year terms at the City's option. This
action does not require specific City Council approval provided that the City Council has appropriated
sufficient funds to satisfy the City's obligations during the renewal term.
DIVERSITY AND INCLUSION (DVIN) A waiver of the goal for Business Equity subcontracting
requirements was requested, and approved by the DVIN, in accordance with the applicable Ordinance,
because the waiver request is based on the sole source information provided.
apps.cfwnet.org/council_packet/mc_review.asp?ID=30271 &councildate=9/13/2022 1/2
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation and adoption of
the Fiscal Year 2023 Budget by the City Council, funds will be available in the Fiscal Year
2023 operating budget, as appropriated, in the Water & Sewer Fund. Prior to an expenditure being
incurred, the Water Department has the responsibility to validate the availability of funds.
apps.cfwnet.org/council_packet/mc_review.asp?ID=30271 &councildate=9/13/2022 2/2
9/15/22, 12:14 PM M&C Review
TO
Fund Department Account Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
FROM
Fund Department Account ' Project Program Activity Budget Reference # Amount
ID ID Year (Chartfield 2)
Submitted for Citv Manager's Office bv: Dana Burghdoff (8018)
Oriqinatina Department Head: Chris Harder (5020)
Additional Information Contact: Charmaine Baylor (6092)
ATTACHMENTS
2022 Texas Superion Conflict of Interest Questionnaire (sianed).Ddf (Public)
60SUPERION SOLE SOURCE AGREE Fid Table.xlsx (CFW Internal)
Approved Diversitv Waiver for Superion 2022.Ddf (CFW Internal)
Approved Superion 252 Exemption Form Auaust 2022.Ddf (Public)
TX 1295 Superion 2022-849398 (contract CSC45635) (signed).Ddf (CFW Internal)
DOCUMENT TITLE
M&C: 22-0719
Fo Rrr WORTH.
Routing and Transmittal Slip
Water
Department
CentralSauare Sole Source Aareement
TO:
Rick Lisenbee
Vendor - CentralSquare
William "Robb" Bailey
Jan Hale
Chris Harder
Taylor Paris
Dana Burghdoff
Melissa Brunner
Jannette Goodall
Allison Tidwell
Charmaine Baylor
CPN: CSO:
INITIALS
RL
Action Required:
❑ As Requested
❑ For Your Information
x Signature/Routing and/or Recording
❑ Comment
❑ File
FOR CMO USE ONLY: Routing to CSO x YES ❑ NO
DOC #:
DATE OUT
EXPLANATION
Attached is the Sole Source Agreement between the City and CentralSquare
Technologies, LLC. It was approved on M&C 22-0719 for the continued software,
licensing, maintenance and support, training, and professional services for the Water
Department's Customer Information and Billing System. The annual amount not to exceed
is $490,000.00.
There was a long delay while we worked to obtain CentralSquare's contract requirements.
The previous agreement expired on September 30, 2022. The term of this new
agreement will pick up where we left off, commencing on October 1, 2022 and ending
September 30, 2023, with four one-year renewals.
Please sign and/or approve the agreement. If you have any questions or concerns, call or
email me.
Charmaine Baylor
Sr. IT Business Planner, Water IT
Phone: (817) 392-6629
Email: Charmaine.baylor@fortworthtexas.gov