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HomeMy WebLinkAboutContract 48482-A8DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 CSC No. 48482-A8 AMENDMENT NO. 8 TO CITY OF FORT WORTH CONTRACT 48482 This Eighth Amendment is entered into by and between the City of Fort Worth (hereafter 'Buyer"), a home rule municipality, with its principal place of business at 200 Texas Street, Fort Worth, Texas, and CentralSquare Technologies LLC ("Vendor"), Buyer and Vendor may be referred to individually as a Party and collectively as the Parties. WHEREAS, on January 31, 2007, the Parties entered into City Secretary Contract 48482 to provide TriTech Software System Support services for the Police Department Computer Aided Dispatch system ("Agreement/Contract"); WHEREAS, the Parties wish to amend the Agreement to add CentralSquare Unify Hub software in the amount of $157,852.50 for software and implementation and recurring fees of $87,400.00 annually. NOW, THEREFORE, the Parties, acting herein by and through their duly authorized representatives, enter into the following agreement: 1. AMENDMENTS The Agreement is hereby amended to add Exhibit A-5, CentralSquare Quote Q-126933 and CentralSquare Unify Statement of Work attached to this Eighth Amendment, for CentralSquare Unify Hub software and implementation for a cost of $157,852.50 and recurring fees of $87,400.00 annually. Upon execution of this Eighth Amendment, the total amount of the contract will be $1,131,098.99. 2. ALL OTHER TERMS SHALL REMAIN THE SAME All other provisions of the Agreement which are not expressly amended herein shall remain in full force and effect. 3. ELECTRONIC SIGNATURE This Amendment may be executed in multiple counterparts, each of which shall be an original and all of which shall constitute one and the same instrument. A facsimile copy or computer image, such as a PDF or tiff image, or a signature, shall be treated as and shall have the same effect as anoriginal. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Eighth Amendment to Fort Worth City Secretary Contract No. 48482 Page 1 of 2 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 ACCEPTED AND AGREED: CITY OF FORT WORTH: By: Valerie Washington (Jun 29, 202312:22 CDT) Name: Valerie Washington Title: Assistant City Manager Date: J u n 29, 2023 APPROVAL RECOMMENDED: By: Name: Kevin Gunn Title: Director, IT Solutions Department ATTEST: bbbvvpn�� XY F FOR o'0 OA'e o9A0 Pv8 °=d PGa� oo0 00 *� A .�-Re,�u aan� nEXA?bp.0 By: Name: Jannette Goodall Title: City Secretary VENDOR: Central XeavJ*ologies LLC Pvu IA.�w By. .n iroaaoorui.vr r Name: Ron Anderson Title: Chief sales officer Date: 6/12/2023 CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all performance and reporting requirements. By: Steven Vandever(Jun 27,202317:46 CDT) Name: Steven Vandever Title: Sr. IT Solutions Manager APPROVED AS TO FORM AND LEGALITY: By: Name: Taylor Paris Title: Assistant City Attorney CONTRACT AUTHORIZATION: M&C: 23-0525 Approved: 6/27/2023 1295:2023-1019343 ATTESr�Dyo/cuSigned by: V By. �.awr u�ir a Name: Seari I�aburn Title: Senior Contracts specialist Eighth Amendment to Fort Worth City Secretary Contract No. 48482 OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Page 2 of 2 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 — "HIBIT A-5 , C E N T R A L S Q U A R E Quote prepared on: / April 27, 2023 Quote prepared by: Michael Fine michael.fine@centralsquare.com Quote #: Q-126933 Quote prepared for: Primary Quoted Solution: Tellus James Tiwater Quote expires on: June 30, 2023 Fort Worth Police Department 200 Texas St. Fort Worth, TX 76102 (817) 392-2625 Thank you for your interest in CentralSquare. CentralSquare provides software that powers over 8,000 communities. More about our products can be found at www.centralsauare.com. WHAT SOFTWARE IS INCLUDED? PRODUCT NAME QUANTITY UNIT PRICE TOTAL 1. CAD -to -CAD Unify (Cloud) Annual 1 87,400.00 87,400.00 Subscription Fee Software Total 87,400.00 USD WHAT SERVICES ARE INCLUDED? DESCRIPTION TOTAL 1. PSJ Cloud Startup Fee 10,000.00 2. Public Safety Consulting Services - Fixed Fee 11,310.00 3. Public Safety Development Services - Fixed Fee 1,560.00 4. Public Safety Project Management Services - Fixed Fee 8,190.00 5. Public Safety Technical Services - Fixed Fee 12,090.00 6. Public Safety Training Services - Fixed Fee 4,680.00 Services Subtotal 47,830.00 USD Discount - 18,915.00 USD Services Total 28,915.00 USD MORE INFORMATION AT CENTRALSQUARE.COM DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1 B3A6C9D50E9 ; CENTRALSQUARE QUOTE SUMMARY WHAT ARE THE RECURRING FEES? TYPE FIRST YEAR MAINTENANCE TOTAL FIRST YEAR SUBSCRIPTION TOTAL Software Subtotal Services Subtotal Quote prepared on: April 27, 2023 Quote prepared by: Michael Fine michael.fine@centralsquare.com 87,400.00 USD 47,830.00 USD Quote Subtotal 135,230.00 USD Discount - 18,915.00 USD Quote Total 116,315.00 USD AMOUNT m 87,400.00 MORE INFORMATION AT CENTRALSQUARE.COM DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1 B3A6C9D50E9 , C E N T R A L S Q U A R E Quote prepared on: / April 27, 2023 Quote prepared by: Michael Fine michael.fine@centralsquare.com The amount totals for Maintenance and/or Subscription on this quote include only the first year of software use and maintenance. Renewal invoices will include this total plus any applicable uplift amount as outlined in the relevant purchase agreement. This Quote is not intended to constitute a binding agreement. The terms herein shall only be effective once incorporated into a definitive written agreement with CentralSquare Technologies (including its subsidiaries) containing other customary commercial terms and signed by authorized representatives of both parties. BILLING INFORMATION Fees will be payable within 30 days of invoicing. Please note that the Unit Price shown above has been rounded to the nearest two decimal places for display purposes only. The actual price may include as many as five decimal places. For example, an actual price of $21.37656 will be shown as a Unit Price of $21.38. The Total for this quote has been calculated using the actual prices for the product and/or service, rather than the Unit Price displayed above. Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of Customer. This is not an invoice. For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the "Ship To" location provided by Customer on the Quote Form. PURCHASE ORDER INFORMATION Is a Purchase Order (PO) required for the purchase or payment of the products on this Quote Form? (Customer to complete) Yes[ ] No[ ] Customer's purchase order terms will be governed by the parties' existing mutually executed agreement, or in the absence of such, are void and will have no legal effect. PO Number: Initials: MORE INFORMATION AT CENTRALSQUARE.COM DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1 B3A6C9D50E9 OF*; CENTRALSQUARE Quote #: Q-126944 Primary Quoted Solution: Tellus Quote expires on: June 30, 2023 Quote prepared on: April 25, 2023 Quote prepared by: Michael Fine michael.fine@centralsquare.com Quote prepared for: Lindy Curtis MedStar Fort Worth 2900 Alta Mere Dr Fort Worth, TX 76116 Thank you for your interest in CentralSquare. CentralSquare provides software that powers over 8,000 communities. More about our products can be found at www.centralsauare.com. WHAT SOFTWARE IS INCLUDED? PRODUCT NAME QUANTITY UNIT PRICE TOTAL 1. CAD -to -CAD Unify (Cloud) Annual 1 27,400.00 27,400.00 Subscription Fee Software Total 27,400.00 USD WHAT SERVICES ARE INCLUDED? DESCRIPTION TOTAL 1. Public Safety Consulting Services - Fixed Fee 7,800.00 2. Public Safety Development Services - Fixed Fee 975.00 3. Public Safety Project Management Services - Fixed Fee 8,190.00 4. Public Safety Technical Services - Fixed Fee 8,190.00 5. Public Safety Training Services - Fixed Fee 3,120.00 Services Subtotal 28,275.00 USD Discount - 14,137.50 USD Services Total 14,137.50 USD MORE INFORMATION AT CENTRALSQUARE.COM DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1 B3A6C9D50E9 OF*; CENTRALSQUARE QUOTE SUMMARY WHAT ARE THE RECURRING FEES? TYPE FIRST YEAR MAINTENANCE TOTAL FIRST YEAR SUBSCRIPTION TOTAL Software Subtotal Services Subtotal Quote prepared on: April 25, 2023 Quote prepared by: Michael Fine michael.fine@centralsquare.com 27,400.00 USD 28,275.00 USD Quote Subtotal 55,675.00 USD Discount - 14,137.50 USD Quote Total 41,537.50 USD AMOUNT m 27,400.00 MORE INFORMATION AT CENTRALSQUARE.COM DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1 B3A6C9D50E9 C E N T R A L S Q U A R E Quote prepared on: April 25, 2023 Quote prepared by: Michael Fine michael.fine@centralsquare.com The amount totals for Maintenance and/or Subscription on this quote include only the first year of software use and maintenance. Renewal invoices will include this total plus any applicable uplift amount as outlined in the relevant purchase agreement. This Quote is not intended to constitute a binding agreement. The terms herein shall only be effective once incorporated into a definitive written agreement with CentralSquare Technologies (including its subsidiaries) containing other customary commercial terms and signed by authorized representatives of both parties. BILLING INFORMATION Fees will be payable within 30 days of invoicing. Please note that the Unit Price shown above has been rounded to the nearest two decimal places for display purposes only. The actual price may include as many as five decimal places. For example, an actual price of $21.37656 will be shown as a Unit Price of $21.38. The Total for this quote has been calculated using the actual prices for the product and/or service, rather than the Unit Price displayed above. Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of Customer. This is not an invoice. For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the "Ship To" location provided by Customer on the Quote Form. PURCHASE ORDER INFORMATION Is a Purchase Order (PO) required for the purchase or payment of the products on this Quote Form? (Customer to complete) Yes[] No[] Customer's purchase order terms will be governed by the parties' existing mutually executed agreement, or in the absence of such, are void and will have no legal effect. PO Number: Initials: MORE INFORMATION AT CENTRALSQUARE.COM DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 CentralSquare Solutions Agreement This CentralSquare Solutions Agreement (the "Agreement"), effective as of the latest date shown on the signature block below (the "Effective Date"), is entered into between CentralSquare Technologies, LLC with its principal place of business in Lake Mary, FL ("CentralSquare") and the City of Fort Worth (for the benefit of and use by Fort Worth Police Department), TX ("Customer"), together with CentralSquare, 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: Tellus 2. Term. 2.1. Initial Term. The Initial Term of this Agreement commences as of the Effective Date and will continue in effect for 5 year(s) from such date unless terminated earlier pursuant to any of the Agreement's express provisions (the "Initial Term"). 2.2. Renewal Term. This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to any of the Agreement's provisions (a "Renewal Term" and, collectively, with the Initial Term, the "Term"). 2.3. Non -Renewal. Either party may elect to end renewal of the Agreement by issuing a notice of non -renewal, in writing, to the other party six (6) months prior to the expiration of the current Agreement term. 3. Fees. 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 "Project 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. DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 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 3 ("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. DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 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 3. 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. 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 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 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. Exceptions. 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 Riahts. 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 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 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 Obliaations. 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. DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 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); DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 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 this 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 WARRANTY 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 : 1000 Business Center Dr. DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Lake Mary, FL 32746 Phone: 407-304-3235 email: info(@CentralSauare .com Attention: Senior Counsel / Contracts Department If to Customer: City of Fort Worth 200 Texas St. Fort Worth, TX, 76102 United States Phone: *customer to supply email: *customer to supply Attention: *customer to supply POC 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. CentralSquare 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 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. DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 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. 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 Negotiations. 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 by 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 or Arbitration as a Final Resort. If the Parties cannot resolve a Dispute through mediation, then once an impasse is issued by the mediator either Party must commence binding arbitration in accordance with the provisions of 19.7 and 19.8. 19.7. Arbitration. The Parties agree that any dispute, controversy, or claim arising out of or related to this Agreement, or any alleged breach of this Agreement shall be governed by the Federal Arbitration Act (FAA) and submitted to and decided by binding arbitration to be held in Florida. Parties agree to hold the deliberations in such arbitration confidential. 19.8. Arbitration Procedure. The Parties agree arbitration must be commenced by delivering a notice of arbitration to the other Party. The Notice must set out the nature of the claim(s), and the relief requested. Within thirty (30) days of the receipt of the notice, the receiving Party shall deliver an answer, any counterclaim(s), and relief requested. Arbitration shall be heard by a single arbitrator. Each Party shall pay its own costs of arbitration. The Parties shall confer in good faith to attempt to agree upon a suitable arbitrator, and if unable to do so, they will select an arbitrator from the American Arbitration Association's employment arbitration panel for the area. The arbitrator shall decide the procedures in the arbitration after consultation with the Parties. The arbitrator will have the power to grant any provisional or final DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 remedy or relief it deems appropriate, including conservatory measures and an award of attorneys' fees. The decision of the arbitrator shall be final and binding upon the Parties hereto. The Parties agree that judgment may be entered upon the award by any court having 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. 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. 24. 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. 25. 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 Agreement 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). 26. 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. DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 27. Cooperative Purchases. This Agreement may be used by other government agencies. CentralSquare agrees 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. 28. Order of Precedence. 28.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, then the following priority shall prevail: 28.1.1. The main body of this Agreement and any associated amendments or change orders. 28.1.2. The attached Exhibits to this Agreement in the order in which they appear. 28.1.3. 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. 28.2. Incorporated Exhibits to this Agreement: Exhibit 1 — Project Cost Summary Exhibit 2 - Statement of Work Exhibit 3 - Maintenance & Support Standards Exhibit 4 — Travel Expense Guidelines Exhibit 5 — Sample Certificate of Insurance CentralSquare Technologies, LLC I City of Fort Worth 1000 Business Center Drive ,—DocuSigned%ke Mary, FL 32746 US By: l dew aw�t VSbVt, K& , Print Name:: Anderson Print Title: Chief sales officer Date Signed: 6/12/2023 200 Texas St., Fort Worth, TX, 76102, United States M Print Name: Valerie Washington Print Title: Assistant City Manager Date Signed: DocuSign Envelope ID: 63E7A25C-0727-4F16-1348A-1B3A6C9D50E9 EXHIBIT 1 Proiect Cost Summary Quote #: Q-126933 SOFTWARE INCLUDED PRODUCT NAME QUANTITY 1. CAD -to -CAD Unify (Cloud) Annual 1 Subscription Fee SERVICES INCLUDED DESCRIPTION 1. PSJ Cloud Startup Fee 2. Public Safety Consulting Services - Fixed Fee 3. Public Safety Development Services - Fixed Fee 4. Public Safety Project Management Services - Fixed Fee 5. Public Safety Technical Services - Fixed Fee 6. Public Safety Training Services - Fixed Fee Services Subtotal Discount Services Total UNIT PRICE 87,400.00 Software Total TOTAL 87,400.00 87,400.00 USD TOTAL 10, 000.00 11, 310.00 1,560.00 8,190.00 12, 090.00 4,680.00 47,830.00 USD - 18,915.00 USD 28,915.00 USD DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 QUOTE SUMMARY RECURRING FEES TYPE FIRST YEAR MAINTENANCE TOTAL FIRST YEAR SUBSCRIPTION TOTAL SECOND YEAR SUBSCRIPTION TOTAL Software Subtotal Services Subtotal $87,400.00 USD 47,830.00 USD Quote Subtotal 135,230.00 USD Discount - $18,915.00 USD Quote Total 116,315.00 USD AMOUNT 0.00 $87,400.00 $87,400.00 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 The amount totals for Maintenance and/or Subscription on this quote include only the first year of software use and maintenance. Renewal invoices will include this total plus any applicable uplift amount as outlined in the relevant purchase agreement. Pavment Terms Services 50% Due at Contract Execution 50% Due upon completion Subscriptions 100% Due at Contract Execution CentralSquare shall deliver to Customer an invoice: (a) within thirty (30) days of completion of the corresponding milestone as evidenced above; and (b) thirty (30) days prior to each Anniversary Date for each annual Subscription Fee. All payments are due within thirty (30) days of receipt of any invoice. In the event of a disputed invoice, Customer shall pay the entire non -disputed portion of any such invoice. After the fourth anniversary of Go Live, the annual subscription fee shall increase by an amount not to exceed 5%. ANCILLARY FEES a. Reimbursement of travel and living expenses (if applicable) will be governed by Exhibit 4 ("Travel Expense Guidelines") attached hereto and will be invoiced monthly in arrears and due within thirty (30) days from date of invoice. b. 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. C. 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. DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 EXHIBIT 2 Statement of Work (ATTACHED) DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 ; CENTRALSQUARE STATEMENT OF WORK Fort Worth Police, TX CentralSquare Unify (Cloud) Version 1.0 1000 Business Center Drive, Lake Mary, FL 32746 407.304.3235 1 Fax: 407.304.3301 1 www.centralsquare.com DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX - CAD to CAD © 2023 CentralSquare Technologies, LLC Unpublished: Rights reserved under the copyright laws of the United States. All information in this document is proprietary and confidential and owned by CentralSquare Technologies, LLCTM. No part of this document may be reproduced or transmitted in any form or by any means, electronic or mechanical, for any purpose, without the express written permission of CentralSquare Technologies, LLC Trademarks Microsoft, Windows, Microsoft Access, Microsoft Excel, Microsoft Exchange, and Microsoft Word are either registered trademarks or trademarks of Microsoft Corporation in the United States and other countries. CentralSquare Public Safety Suite — Enterprise, CentralSquare CAD Enterprise, CentralSquare Mobile Enterprise, CentralSquare Records Enterprise, CentralSquare Jail Enterprise, CentralSquare False Alarm Management, and CentralSquare Public Safety Analytics Enterprise are trademarks of CentralSquare Technologies, LLC. ArcGIS, ArcMap and ArcCatalog are registered trademarks of Environmental Systems Research Institute (Esri) in the United States and other countries. Document Control 4-27-23 1.0 5-1-23 1.0 Initial Draft Removed 'draft' watermark Ann Marie Newton Ann Mare Newton The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, 02023 CentralSquare Technologies, LLC Page ii DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD Table of Contents DocumentControl....................................................................................................................................... ii 1 CENTRALSQUARE UNIFY..................................................................................................................1 1.1 Statement of Work......................................................................................................... 1 1.2 Project Implementation Definitions.................................................................................1 1.3 Project Exclusions........................................................................................................... 3 2 PROJECT DELIVERABLES................................................................................................................5 2.1 Overview of Project Deliverables.................................................................................... 5 2.2 Standard CentralSquare Deliverables...........................................................................5 2.3 Contracted Modifications to Standard CentralSquare Products .................................... 5 2.4 CentralSquare Unify Overview.......................................................................................6 2.5 Solution Overview...........................................................................................................6 2.6 Deliverable System Connections on CentralSquare Unify Hub.....................................7 2.7 Modifications................................................................................................................... 8 2.8 CentralSquare Unify Client Deliverables........................................................................ 8 3 STANDARD FUNCTIONALITY CENTRALSQUARE UNIFY....................................................................11 3.1 Overview....................................................................................................................... 11 3.2 CentralSquare Unify External System Dependencies..................................................20 4 CENTRALSQUARE PROJECT ROLES AND RESPONSIBILITY....................................................22 4.1 Overview....................................................................................................................... 22 4.2 CentralSquare Project Manager...................................................................................22 4.3 Consultant.....................................................................................................................22 4.4 Technical Services Engineer........................................................................................23 4.5 Product Support............................................................................................................23 4.6 Account Manager..........................................................................................................23 5 RECOMMENDED CLIENT ROLES AND RESPONSIBLIITIES........................................................24 5.1 Overview....................................................................................................................... 24 5.2 Project Manager............................................................................................................24 5.3 CAD -to -CAD System Administrator..............................................................................24 5.4 CAD Administrator........................................................................................................25 5.5 GIS Consultant..............................................................................................................25 5.6 Supervisors (CAD)........................................................................................................25 5.7 Subject Matter Experts..................................................................................................25 5.8 Application Trainers...................................................................................................... 26 6 PROJECT CONTROLLING PROCESS.............................................................................................27 The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, ©2023 CentralSquare Technologies, LLC Page DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 6.1 Overview....................................................................................................................... 27 6.2 Change Management Process..................................................................................... 28 6.3 Project Reporting.......................................................................................................... 29 6.4 Document Review.........................................................................................................30 6.5 Third -Party Management..............................................................................................31 7 PROJECT INITIATION AND PLANNING..........................................................................................33 7.1 Overview....................................................................................................................... 33 7.2 Project Kickoff...............................................................................................................34 8 PROJECT EXECUTION......................................................................................................................35 8.1 Overview....................................................................................................................... 35 8.2 System Installation........................................................................................................35 8.3 Implementation Overview of CentralSquare Unify........................................................36 9 CENTRALSQUARE UNIFY TESTING...............................................................................................39 9.1 Isolated CAD Adapter Testing..................................................................................... 39 9.2 Provider End -to -End testing......................................................................................... 39 9.3 Functional Acceptance Testing (Client End -to -End Testing)........................................39 10 CENTRALSQUARE UNIFY TRAINING.............................................................................................41 10.1 Training.........................................................................................................................41 11 CONDUCT CENTRALSQUARE UNIFY PRE -GO -LIVE TASKS.......................................................42 11.1 Pre-Go-Live...................................................................................................................42 12 CONDUCT CENTRALSQUARE UNIFY GO-LIVE.............................................................................44 12.1 Go-Live.........................................................................................................................44 13 RELIABILITY PERIOD......................................................................................................................45 13.1 Reliability Period...........................................................................................................45 14 PROJECT CLOSURE........................................................................................................................47 14.1 Project Closure.............................................................................................................47 Appendix A — Contracted Modifications to Standard CentralSquare Products .................................48 Appendix E — Subcontractor Statement of Work...................................................................................49 Appendix J — CentralSquare Connectivity to Enterprise On -Premise Systems .................................50 Appendix Y — Workshop and Training Summary..................................................................................51 The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, ©2023 CentralSquare Technologies, LLC Page iv DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, 02023 CentralSquare Technologies, LLC Page v DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 1 CENTRALSQUARE UNIFY 1.1 Statement of Work This Statement of Work (SOW) defines the services and deliverables that CentralSquare will be providing in accordance with the terms and conditions of the Agreement (the "Agreement") between CentralSquare Technologies, LLC (CentralSquare) and the Fort Worth Police, TX ("Client"). This project description includes the services and deliverables specified by the Agreement, including if applicable, CentralSquare and services, Subcontractor activities, third -party products, and services for the implementation of the System specified in the Agreement (collectively the "Project"). Where dependencies exist between Fort Worth Police and other potential participating agency members of the CentralSquare Unify implementation, Fort Worth Police will facilitate involvement of its members to achieve the deliverables of this SOW. Statement(s) of Work for applicable CentralSquare Subcontractor(s) are presented in Appendix E — Subcontractor Statement(s) of Work. The framework of Deliverables documented by this SOW for this Project is further defined through additional documents such as: Operational Scenario Documents (OSD) and the CAD - to -CAD Hub Administrator's Guide. The number and type of software licenses, products, or services provided by CentralSquare or its Subcontractors are specifically listed in the Agreement and any reference within this document as well as Subcontractors' SOWs (if applicable) do not imply or convey a software, license, or services that are not explicitly listed in the Agreement. 1.2 Project Implementation Definitions Unless otherwise defined herein, capitalized terms within this document have the meanings described in the Definitions section of the Agreement and where applicable Software Support Agreement. The following terms are used in this document. Since these terms may be used differently in other settings, these definitions are provided for clarity. a) API is an is an acronym for Application Programing Interface. An API is a connection between computers or between computer programs. It is a type of software interface, offering a service to other pieces of software. A document or standard that describes how to build or use such a connection or interface is called an API specification. A computer system that meets this standard is said to implement or expose an API. The term API may refer either to the specification or to the implementation. b) Agency means any public safety organization responsible for services within Client's physical boundaries. c) Agency Administrator is utilized in the CAD -to -CAD requirements to mean the administrator for a particular agency which has assigned rights to the CAD -to -CAD administrative access. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 1 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD d) CAD Provider means the V party CAD Vendor that will be developing the adapter to connect their CAD to the hub. e) CAD -to -CAD or CAD2CAD is a term used for CAD integrations to another CAD. f) CentralSquare Unify Hub is CentralSquare's solution which can be referred to as "the Hub". g) CAD -to -CAD Portal is an application that connects to the CentralSquare Unify Hub via web browser or thick client. The CentralSquare Unify Portal provides to include but not limited to, a view of real-time CAD events for all connected CAD systems, access to administer the configuration of the CentralSquare Unify Hub (based on user roles), and access to detailed diagnostics for troubleshooting. The CentralSquare Unify Portal also has a GIS map feature that provides a visual reference for location of events and vehicles. h) Change Management is a collective term for all approaches to prepare, support, and help individuals, teams, and organizations in making organizational change. i) Change Management Process is a series of actions or steps taken in order to achieve individual, team, or organizational change. j) CJIS Security Policy means the Federal Bureau of Investigations Criminal Justice Information System Security Policy. The essential premise of the CJIS Security Policy is to provide appropriate controls to protect the full lifecycle of criminal justice information (CJI), whether at rest or in transit. The CJIS Security Policy provides guidance for the creation, viewing, modification, transmission, dissemination, storage, and destruction of CJI. k) Cloud means a remote hosted server infrastructure. 1) Codefiles are the component fields within each product that define the data to be contained within each table. m) Connector also referred to as CAD Adapter is an interface to be installed at an Agency that connects the Agency's CAD to the CentralSquare Unify Hub. n) COTS means "Commercial Off the Shelf' software packages provided by CentralSquare. o) Functional Acceptance Test (FAT) is a test of specific functionality of the CentralSquare Unify solution. p) Go -Live means the event that occurs when Client first uses the CentralSquare Unify solution for Live Operations in a non -test environment. q) GIS is an acronym for Geographic Information System, which is a system for storing and manipulating geographical information on a computer. r) Modification means changes or additions to Software from the standard version thereof prepared hereunder. The Modifications, if applicable, are described in SOW, Appendix A — Contracted Modifications to Standard CentralSquare Products. The CentralSquare Software is not custom software, and as such, at CentralSquare's discretion Modifications or enhancements to the standard version will be made available in a subsequent version release available to all CentralSquare clients; or as applicable, made available as a separate module or function, separately licensed and priced. s) The Operational Scenario Document (OSD) provides an operational description of an interface, capability, or feature within the applicable CentralSquare solution. t) Process is a series of actions or steps taken in order to achieve a particular end result. u) Project Management Plan means collectively the Communications Management Plan; Risk Management Plan; and Change Management Plan that provide the criteria for managing those tasks within the Project. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 2 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD v) Project Schedule means the schedule providing dates and timeframes for completion of tasks and Deliverables during the course of this Project. The Project Schedule is subject to change at the mutual agreement of CentralSquare and Client as further described in this SOW. w) SDK is the Software Development Kit that is provided to 3rd party CAD Vendors to develop the middleware (or adapter) that connects their CAD to the hub. x) SME is an acronym for subject matter expert, an individual with a deep understanding of a particular topic. y) Solution is the total complement of Licensed Software, Services, customizations, all other items, tangible and intangible, designed to operate as an integrated group to provide the functionality outlined in the Scope of Services. z) System means the CentralSquare Unify solution. aa) System Software means the software identified in the Pricing Quotation which includes, without limitation, operation system software, DBMS Software, and communications software. bb) Task Completion Reports (TCR) is a formal document presented to the Client that acknowledges completion of a major task or event. cc) Third -Party Software or Systems are software and systems that are proprietary to a Third - Party, not CentralSquare, which may be used for the purposes of providing services or deliverables. dd) Work Hours: a. Business hours are defined as Monday — Friday, 8:OOam - 5:OOpm ET. b. Training hours are defined as: i. Remote Training: Monday - Friday, between 8:OOam — 5:OOpm CT based on the actual duration of the class. ii. Onsite Training: Tuesday — Friday, between 7:OOam — 10:OOpm CT based on the actual duration of the class. c. Alternate training schedules (e.g., Monday class starts for classes that would normally start on a Tuesday, multiple classes per day, evening, and weekend classes) are subject to additional cost. 1.3 Project Exclusions CentralSquare provides software applications that it develops. These applications are sold as is and are considered to be "Commercial Off the Shelf' (COTS) software packages. The functionality of these products will be based on CentralSquare's current design and functionality of these COTS products, unless otherwise indicated in the Agreement. a) Work, software, services, hardware, Systems, product/software modifications, or any other deliverables not explicitly stated in the Agreement will not be included in the Project. b) Any modification to CentralSquare standard products or customizations to such products that are not explicitly stated in the Agreement are excluded from the scope of this Project. c) Changes in scope will only be executed through a mutually agreed upon Change Management Process, as described in the Project Management Plan. d) CentralSquare is not responsible for the deficiencies in Client's internal or contracted network to support the CentralSquare Unify system. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 3 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD e) CentralSquare is not responsible for the deficiencies in Client's network. f) CentralSquare is not responsible for the removal of the old (legacy) equipment, hardware, furniture, consoles, cabling, as part of the Project implementation unless specifically stated in the Agreement and this SOW. g) This project does not include creation or modification of GIS data by CentralSquare staff. h) CentralSquare is not responsible for coordination, management, or covering the cost of any software, work, customization, coding or testing that is required to be performed by any third - party vendors, unless the work is defined under a Sub -Agreement with CentralSquare within the scope of this Agreement. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 4 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 2 PROJECT DELIVERABLES 2.1 Overview of Project Deliverables This project will provide a combination of software and services that comprise the overall System for use by Client's Public Safety Organization(s). The Agreement specifies the user and software licenses included in this Project by the quantity and environment in which licensed. Project Management services per the Agreement and in accordance with the approved plan outlined in SOW, Section 8 - Project Execution, and corresponding schedule for project. All installation and configuration activities, as well as upgrades for this project will be performed remotely. Implementation of different components of the System is performed in a series of interrelated processes. Some processes can be performed concurrently while others are sequential in nature. CentralSquare has implemented process gates to ensure completion of tasks in the optimal order before a subsequent activity begins. The only reference for the number and type of software licenses is the Agreement. Any reference within this document to services associated with a specific software product does not imply or convey a software license for products that are not listed in the Agreement. All project services will be performed during normal business hours, defined as Monday — Friday, 8:00am - 5:00pm EST. If Client desires to perform the services outside of these hours, additional fees will apply. 2.2 Standard CentralSquare Deliverables The functionality provided by Standard CentralSquare Products is defined by CentralSquare Standard documentation such as: Operational Scenario Documents (OSD) and the CAD -to - CAD Hub Administrator's Guide. These documents are standard, published CentralSquare documents, and are not specific to the Client. Standard CentralSquare Software to be delivered through this Project is identified as software licenses in the Agreement. The functionality provided by specified Standard CentralSquare Software is defined by CentralSquare OSDs or other documents. 2.3 Contracted Modifications to Standard CentralSquare Products Any Modifications to Standard CentralSquare Products that are to be delivered through this Project are listed in the Agreement. The functional scope of any Modification procured through the Agreement will be summarized in this Statement of Work and defined by an OSD for all items listed under Appendix A - Contracted Modifications to Standard CentralSquare Products. Any and all modifications or enhancements that are not explicitly listed in the Agreement are not within the scope of this Project. Any Modification to the functionality of Standard CentralSquare products or interfaces, outside the scope of the Agreement, within the System, shall follow the Change Management Process as described in SOW, Section 6.2 - Change Management Process. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 5 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD Any post -approval changes to the requirements documented in the System OSDs or other documents are subject to formal Change Order. All enhancements and modifications to any of CentralSquare's Standard products will only be released with a major version of the applicable system based upon the relevance and dependency to these products. Software versioning is the process of assigning either unique version names or unique version numbers to unique states of computer software while a service pack or patch is a piece of software designed to fix problems with or update a computer program or its supporting data. This includes fixing security vulnerabilities and other bugs. 2.4 CentralSquare Unify Overview The CentralSquare Unify Hub (or simply the "Hub") provides intelligent options for sharing data between disparate CAD systems including call and unit information. Use of the Hub as a CAD -to -CAD solution reduces the use of phone calls and radio traffic while reducing response times and increasing information accuracy. The following documentation provides scope, processes, and deliverables necessary to implement a successful Unify system. The CentralSquare Unify package provides the deepest system integration by interfacing bi- directionally to and from the connecting system. This allows users to send and receive incident and unit data to and from the Hub using their existing CAD. The Unify product package also provides user access to the Hub Portal Incident Viewer and Hub Notifications typically associated with the Aware and Notify product packages. The customization efforts involved when integrating the Adapters and interfaces with the CentralSquare Unify Hub include several risks, the outcome of which are not completely certain until implementation and testing is complete. Based upon the differences of each CAD system, an agency may use different methods of sharing incidents and exchanging information through their connection to the Hub. Thus, actual functionality can vary widely by agency, even for those using the same make of CAD system. Accordingly, each agency is treated as a separate integration with inherent risks associated with configuration efforts. CentralSquare will work with the Client to identify, track and mitigate risks associated with this project. 2.5 Solution Overview Fort Worth Police will be connected to Cloud CentralSquare Unify Hub using the method noted below. • Unify: Bi-directional solution, enables sharing of incidents, unit updates, and unit locations. • Portal Access only (for situational awareness and is included with Unify). A table outlining each potential participating agency is included in SOW, Section 2.6 - Deliverable System Connections on CentralSquare Unify Hub. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 6 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD CentralSquare will work with the Fort Worth Police to develop a mutually agreed upon schedule for the deployment and Go -Live of the CentralSquare Unify solution at the Fort Worth Police site. An interim solution is available for the potential participating agencies that are waiting on the development of the CAD Adapter connection. Portal access is included to view real-time CAD events as well as resource sharing requests. Agencies would also be able to receive and respond to requests in the Portal. For any outside entities that have a CAD system and would like to participate in the CAD -to -CAD project, an executed Agreement with CentralSquare is needed for a licensed CentralSquare Aware, CentralSquare Notify, or CentralSquare Unify solution which will include Portal access. For those outside entities (i.e., schools, hospitals) who do not have a CAD system, portal licenses can be purchased via an executed Agreement with CentralSquare. Alternatively, Fort Worth Police may access this Agreement to procure CentralSquare Aware, CentralSquare Notify, or CentralSquare Unify or CentralSquare Portal licensing and/or professional services on behalf of outside entities. This will be a new Hub hosted by Fort Worth Police. Other potential participating agencies that have expressed interest in connecting to the CentralSquare Hub in the AWS GovCloud is MedStar (LOGIS CAD system). Connection and services costs for this potential participating agency is not included in the Fort Worth Police, TX contract. 2.6 Deliverable System Connections on CentralSquare Unify Hub CentralSquare will provide the Client with the following system connections as indicated in the below table. Adapter Status Definitions: • Development needed by CAD provider: The CAD Vendor does not have an Adapter available and development work is required. The CAD Vendor must also complete the certification process with CentralSquare before the Adapter is available for deployment. Certification in process with CAD provider: CentralSquare is working with the CAD Vendor to test the Adapter and upon completion of successful testing, the Adapter will be available for deployment. • Certified Adapter: The development work by the CAD Vendor and the certification process with CentralSquare have been completed. The Adapter is available for deployment. enc Connecting System Connection l (Vendor/DescriptionFort Tynt, _JMM L=A Worth Police, CAD Enterprise Certified Adapter The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 7 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 2.7 Modifications No CentralSquare modifications are included outside of standard functionality described within this SOW, unless noted in Appendix A — Contracted Modifications to Standard CentralSquare Products. 2.8 CentralSquare Unify Client Deliverables In order to expedite the project implementation timeline and maximize the benefit of the product, the Client agrees to the following: 2.8.1 External System Adapters The Client and potential participating agencies are expected to contract directly with their CAD system provider for all licensing, professional services and ongoing maintenance related to the respective Adapter to their CAD system. The licensing and implementation costs of this Adapter are not included in the associated Agreement and are to be borne separately by the Client and potential participating agencies. It is the responsibility of the Client and potential participating agencies to finalize all contract arrangements with the external system providers before CentralSquare begins work on the associated Agreement. 2.8.2 Regional Governance The Client will designate an administrative sponsor (and/or agency representatives) to address policy decisions with partners related to this project as well as to support ongoing sustainability of the delivered system. Governance representatives from each agency form the region's governance body. This governance body must be identified early in the project in order to mitigate the risk of project delays due to policy decisions that may need to be addressed. 2.8.3 Testing Coordination It is difficult to predict the time needed to accomplish sufficient testing because of a number of unknown factors (for example: readiness of technology partners, well defined Client goals, consistent participation of testers). Since the Client has a uniquely positioned relationship with all potential participating technology providers, it is the Client Project Manager's responsibility to coordinate all testing sessions for this project. CentralSquare will provide guidance and direction for the needed testing sessions during the appropriate stages of the project. 2.8.4 Subject Matter Experts (SME) The Client will ensure that personnel are assigned to serve as the Subject Matter Experts (SME) that will provide input and feedback throughout this project. Ideally, this will be a CAD Administrator and one or more Dispatchers with a detailed understanding of the daily operations of the dispatch center. Members of this group should remain consistent throughout the project. The SMEs will be required to attend scheduled meetings and work sessions with CentralSquare and the Project Manager. Responsibilities include but are not limited to: a) Documenting common incident -sharing scenarios and business processes. b) Providing lists of units, codes, and descriptions. c) Mapping units and codes to the common code set in the CAD -to -CAD Hub. d) Assistance in the development of the collaborative documentation. e) Assistance during testing and troubleshooting. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 8 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 2.8.5 Network Connections The Client and potential participating agencies are responsible for establishing a secure connection between the CAD -to -CAD Hub and the connected CAD systems including: a) Establishing a high speed network connection. b) Establishing network security. c) Configuring firewalls and ports. d) The Client and potential participating agencies will identify and provide a CAD Administrator that can login to test CAD systems and work jointly with CentralSquare and the Provider on any project related network connection items. Note: To improve reliability, it is recommended for the Client to have a redundant connection(s) available for failover of the primary Internet connection. Note: VPN connection: In addition to the VPN option, Clients can use sTunnel which is a software VPN. This option requires that the Client to maintain a security certificate. 2.8.6 Memorandum of Understanding The Client is responsible for obtaining any agreements necessary for the sharing of CAD data from, and with, all participating CAD systems as required by each agency's policy. 2.8.7 Agency Specific Training CentralSquare will provide training related to the Hub Portal console and administrator user training. All training related directly to dispatch operations will be conducted by the Client. 2.8.8 Test Environment The Client is responsible for providing a Test CAD environment including the installation of CAD interface and API that adequately mirrors the agency's Production CAD environment, with associated test data that is capable of interfacing with CAD -to -CAD Hub. The Test environment will connect to the same server cluster as the Production environment, located in the AWS GovCloud. a) Failure to provide a complete Test environment, as described herein, will introduce overhead, will require additional testing and implementation effort outside the scope of this SOW, and will be priced accordingly and managed through the Change Order process. 2.8.9 Remotely Accessible Test CAD Console The Client will need to identify and provide a CAD Administrator that can login to a test CAD console, that can be used for testing with the Hub for each CAD system. The CAD Administrator will be accessible to CentralSquare personnel during normal business hours and must have login credentials that can add and modify incidents in order to conduct End -to -End Testing. The test CAD console should be configured to match the Production system. a) The test CAD console allows CentralSquare personnel to rapidly implement and test functionality as needed while limiting the involvement of agency personnel until acceptance testing. Lack of a remotely accessible test CAD console will require a dedicated Client The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 9 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD tester to be available on short notice to conduct testing session. Failure to meet this requirement will result in additional incurred costs to be billed at the hourly rate stated in the associated Agreement. 2.8.10 Timelines and Shared Responsibilities The CAD -to -CAD Hub Unify project schedule distributes responsibilities between multiple parties. Following the plan will deliver a highly functional solution. The agreed upon fees in the associated Pricing Schedule is dependent upon close and timely coordination and cooperation of all parties. Delays in the Client and/or third parties assigned duties not only impact this Project but other CentralSquare projects also. Delays caused by the Client and/or third parties not fulfilling their responsibilities in a timely manner are extremely disruptive. A delay in a milestone may cause a delay in starting or completing subsequent tasks; in effect creating a risk to the overall Project. Milestone delays on the part of either party will trigger an overall review of the Project activities so that risks can be assessed and properly managed. In the event that either party becomes aware of a delay, notification shall be provided to the other party as soon as reasonably possible. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 10 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 3 STANDARD FUNCTIONALITY CENTRALSQUARE UNIFY 3.1 Overview The Client is licensed to use the CAD -to -CAD Unify functionality as described in this section. The features listed below are available components within CAD -to -CAD Hub's core functionality. Each feature requires effort to train personnel, discover needs, configure, test and deploy the system. This SOW which govern the supported features, the number of configurations allowed, and the maximum effort that will be expended by CentralSquare personnel to implement these features. Not all capabilities described herein will be deployed with every Unify Hub integration project. Features and components not listed below are not included in the project. Additional customizations must be expressly detailed in the SOW, Appendix A — Contracted Modifications to Standard CentralSquare Products. Software releases are available every quarter and CentralSquare Product Support will notify the Client of the release schedule and will work with the Client to establish a mutually agreed upon CAD -to -CAD upgrade schedule. Features and functionality within software releases are included as part of the Subscription. 3.1.1 Business Rules, Filters, and Data Translations Business Rules to Exchange Call and Unit Information: The CAD -to -CAD Hub may be configured to share information automatically using business rules based on pre -defined criteria determined by the Client. Each business rule identifies call or unit criteria which will act as a trigger to a subsequent information sharing action. Business rules are configurable without the need for customized coding or scripting. a) The following are supported criteria for triggering a business rule: i. Call or unit meets the criteria of a defined Filter in the Hub Portal ii. Call or unit stops meeting the criteria of a defined Filter in the Hub Portal iii. Comment added to a call containing pre -configured text string or keyword iv. External resource is requested. The call information will be shared with the CAD system that owns the requested physical resource. v. Resource request is granted, denied, or cancelled vi. Error (network or notification error) is received from an interface vii. Unit is assigned or unassigned from a call viii. Call or unit field updated ix. Non -incident CAD message is received b) The following are actions that may be taken by a business rule: i. Share a call ii. Request a Resource iii. Grant/Deny/Cancel a resource request iv. Grant/Deny a resource request based on availability v. Send an email or SMS alert to a user or user group vi. Create an on -screen toast notification c) The following are some sample scenarios that can be implemented using a business rule: The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 11 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD i. Dispatcher initiated comment of "##WV" triggers a call share with another agency that is connected to the hub ii. Call share triggers a comment to be added to the shared call containing the originating dispatch center and call number iii. Resource request triggers an on -screen toast notification for a user group at the dispatch center owning the requested resource iv. Network error when attempting a call share generates a toast notification at the corresponding dispatch center d) Business rules require effort to define needs, configure, test, and refine. Even simple business rules may have unintended interactions with the connecting system or policies of the dispatch center. Testing is required to refine rules as necessary. The time associated will increase with the complexity of the business rule. Refer to the below table which identifies the number of business rules and the maximum effort to be expended by CentralSquare personnel to implement those rules. Configuration Allowance: CentralSquare will assist the Client in developing five (5) business rules and User Groups, with associated filters. The Client is responsible for creating the remainder of the items that are needed for the configuration. There is not a limit for the number of business rules or User Groups that can be created by the agency. Business rules with associated filters User groups with associated filters Filters: Filters are used to define criteria to be met for information sharing including business rules, restrict viewing for user groups, and other built-in configurations. Determining and configuring filter criteria is the responsibility of the Client with assistance from CentralSquare. a) Filters may be created based on: i. Incoming Common Data Mappings for Supported CAD Incident Fields as defined in this document ii. Incoming Common Data Mappings for Supported Unit Update Fields as defined in this document iii. Time and Date parameters b) The following are sample use cases for which filters maybe used to restrict viewing or trigger business rules: i. Calls originating from a particular dispatch center ii. Calls mapped to a single or multiple common nature code(s) iii. Calls of a particular discipline such as Law, Fire, or EMS iv. Calls shared with other dispatch centers v. Calls located in a particular geographic area (geofence) vi. Units dispatched to shared calls c) Filters are created through the standard menu -driven functionality of the Hub Portal. Complex filtering scenarios may require additional effort involving defining needs, configuring the filter, test, and refinement. Code Mappings/Translations: The CAD -to -CAD Hub includes the ability to translate incident and unit field values such as Call Nature between sharing CAD systems by mapping codes through a common code set. The Client and potential participating The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 12 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD agencies are responsible for defining the common code set, inputting local codes and mapping them to the common codes, and maintaining the entire set of codes using the Hub Portal. Code mapping is supported for the following codes: a) Agency Name b) City c) Discipline (i.e., Fire, Law, EMS) d) Dispatch Center e) Nature/Response Type f) Priority g) Response Area/Zone h) Response Type i) Station j) Transport Destination (Code) k) Unit/Resource 1) Unit Status m) Zone (Map Data) This document is limited to standard menu -driven code mapping functionality. Complex mappings that require custom scripts is not included as standard functionality. The following are examples of non-standard customizations which will need to be scoped separately: a) Using a combination of factors to determine which code to send on a shared incident. For example, sending a Call Nature of "Structure Fire" for Fire calls and "Fire Assistance" for Law calls when a shared Incident has spawned two or more incidents in a separate CAD system. b) Changing the Call Nature based on which unit is requested. Custom Scripts: If customization is necessary, this will generally be done using custom scripts. Writing of any custom script is not included as part of standard functionality and will be scoped separately. 3.1.2 Call/Incident Related Data Supported CAD Incidents Fields: The following CAD Incident fields are supported for sharing by the CAD -to -CAD Hub. CentralSquare will not support fields that are not provided or accepted by the CAD system. a) Agency Name b) Apartment Number c) Building Number d) Call Nature (Accident, Structure Fire, Heart Condition, etc.) e) Call Priority (P1, P2, P3, etc.) f) Caller Address g) Caller Name h) Caller Number i) City j) Comments k) Cross Street 1) Discipline (i.e., Fire, Law, EMS) m) Dispatch Center The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 13 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD n) Disposition o) Latitude/Longitude (Decimal Format) p) Location (common place name- Central Park, County Library, etc.) q) Radio Channel r) Response Area/Zone s) State t) Street Address u) Time Stamps v) Zip w) Zone (Map Data) Note: Standard functionality is limited to sharing of text and translated codes. If the CAD system reacts in an undesirable way to updates, (such as spamming the narrative with unnecessary comments), the data field causing the problem should be disabled. Services to provide more complex manipulation of data sharing will need to be scoped separately. Updates and Synchronization of Shared Incident Data: Updates to the following event fields may be configured to share either as a direct update to the call record or as a pre -formatted comment added to the narrative. a) Apartment Number b) Building Number c) Call Nature (Accident, Structure Fire, Heart Condition, etc.) d) Comments e) Cross Street f) Radio Channel g) Street Address Note: Standard functionality is limited to simple updates of the call data. If the CAD system reacts in an undesirable way to updates, (such as spamming the narrative with unnecessary comments), the data field causing the problem should be disabled. Services to provide more complex manipulation of data sharing will need to be scoped separately. Address Validation: Each CAD system may store address location information differently creating the potential for shared addresses to not validate. It is expected that some addresses may not validate automatically and may require some manual intervention by a dispatcher to correct. Note: Standard functionality is limited to the exchange of text -based address fields. Services to provide more complex manipulation of address data such as changing "St" to "Street' in order to improve shared address validation will need to be scoped separately. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 14 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD Comment Sharing: Comments refers to any notes, remarks, or narrative entered in your CAD system that are sent to the CAD -to -CAD Hub and potentially shared with other CAD systems. If implemented in the Adapter and supported by the CAD, sharing of comments can convey critical information and be very useful. However, excessive sharing of non- critical comments runs the risk of overloading dispatchers with unnecessary information. It is highly recommended to limit comment sharing using configuration options in the Hub. a) One of the following may be used to determine how comments will be shared: i. Only share comments that contain a key text string, such as "##SHARE" ii. Removing comments that follow a specific pattern. This feature may be used to remove automatic system messages that are not useful to other dispatch centers. iii. Share all comments (not recommended) iv. Disable comment sharing entirely b) The Client is responsible for configuring the Hub to limit comment delivery, including determining which text strings will be used to filter comments and adding them to the system. c) CAD system may have different sources of incident comments. For example, a CAD may provide a static information from "Basic Notes" completely separate from a "Running Comment Log." Usually only comments from the "Running Comment Log" are implemented in the Adapter shared by your CAD. The Client and potential participating agencies, working with the Provider are responsible to configure that Adapter to share the appropriate comment data. d) Similarly, if there are confidential comments that should not be shared by your system, configurations can be set to block those from being viewed by other CAD systems or in the Hub. Note: Due to inconsistencies in how each CAD system generates additional system comments as well as how each CAD processes comments and messages coming from the Hub, it is possible that some duplicate or redundant comments may result. While the Hub has been designed to reduce unnecessary comments as much as possible, some edge cases may still result in unwanted comments. Customizations needed to remove duplicate or unwanted comments outside of the standard features mentioned here, will need to be scoped separately. 3.1.3 Unit/Resource Related Data Supported Unit Update Fields: The following unit fields are supported for CAD -to -CAD sharing by the CAD -to -CAD Hub system. CentralSquare will not support fields not provided by the CAD system. a) Agency Name b) Assigned Call Number (when assigned to a call) c) Assigned Call Unique ID (when assigned to a call) d) Heading e) Latitude/Longitude (Decimal format) f) Location g) Signed On Status The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 15 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD h) Speed i) Station j) Status k) Time at Coordinate 1) Time at Current Status m) Transport Destination (Code) n) Type of Unit o) Unique Unit ID p) Unit Number Unit Status Sharing: Real-time unit status updates can be shared between connected CAD systems, including AVL data (if available) by mapping physical to external units in the Hub. (External means placeholder or virtual units defined in a system that represent a physical unit in another system.) a) Available/Unavailable Status: When a physical unit is assigned to a non -shared incident in the unit's owning CAD, other systems with an external mapping to that unit receive unit status updates that the unit is unavailable. Once the unit clears the scene or is otherwise available for dispatch, an available status will be sent for that unit to other systems. b) True Unit Status for Shared Incidents: When a physical unit is on a shared incident, detailed unit updates (whether the unit is dispatched, enroute, arrived, etc.) will be shared with the other systems sharing incident. c) Unit Control: Once a resource request for a unit has been granted, either explicitly or implicitly, control of that unit is shared with the requesting system/agency. If implemented in the Adapter and supported by the requesting CAD, the status of that unit can be set by the requester. A system -to -system message containing the updated unit status will be sent to the unit's owning system. If implemented in the Adapter and supported by the owning CAD, the true status of the unit is updated. d) Limiting AVL Updates: Due to the potential for high volumes of unit status and AVL updates, CentralSquare reserves the right to restrict the frequency of such updates in order to maximize overall system performance. e) CAD System Dependencies Regarding Unit Statuses: The Hub is dependent on the Adapter and the CAD system to provide and consume up-to-date information. Unit status syncing can be impacted by momentary network outages, system processing delays, or other temporary issues. It is not uncommon for units to occasionally be out of sync between systems for short intervals but is quickly corrected by a subsequent successful unit status update. If a unit is requested by a system/agency in error due to out -of -sync unit information, denial of the resource request by the owning CAD system will override the out -of -sync status and notify the requester the unit is unavailable. Otherwise, manual dispatcher intervention may be required either through exchange of incident comments or a phone call. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 16 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD f) This document is limited to sharing standard translated unit status updates and AVL data. The following are examples of non-standard customizations which will need to be scoped separately: i. Sending different unit status updates based on the unit type being updated such as 'On Scene' for law units and 'On Scene Staging' for fire units. Sending fabricated progressive unit status updates in order to satisfy the unit status progression requirements of the target CAD system. For example, sending multiple unit status updates such as 'Dispatched', 'Enroute' and 'On Scene' in order to reflect a single status update of 'On Scene' from the sharing CAD. Handling these out -of -scope requirements should be part of the receiving CAD Adapter. 3.1.4 System Administration System Administrators: System Administrators have access to the setup and configuration of the CAD -to -CAD Hub for all connected CAD systems and potential participating agencies. Changes made by the administrator can potentially affect another agency inadvertently. For this reason, System Administrators should regularly consult and coordinate together before making configuration changes to the Hub. a) It is the responsibility of the Client and potential participating agencies to determine which individuals will be assigned as System Administrators. b) When an administrator change is made, a log entry is created that describes the change made, the date and time, and the user that made the change. c) System Administrators can create new users and assign permissions. User Administration: Users are administered at both the system and agency level. System administrators may create users and assign permissions for all users. Agency User Administrators, which are created by System Administrators, may only do so for the agencies to which they are assigned. a) It is the responsibility of the Client and potential participating agencies to determine which individuals will be assigned as Agency User Administrators at the agency level. b) Some configuration settings may be reset for all users across all agencies. These include: i. The amount of time that inactive calls are displayed ii. The amount of time that toast notifications are displayed (if used) iii. Users may change these settings on an individual basis if desired. c) User administration tasks such as creating new users and user groups, assigning permissions, resetting passwords, and Portal configuration settings are the responsibility of the Client and potential participating agencies. d) User groups may be configured using Filters so that only certain calls and units are visible. Incident comments may also be configured so that the incident is visible, but comments are not. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 17 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD GIS Sources: The Hub system uses your geographical information systems (GIS) data sources to build maps. By copying the GIS sources that you want to use to build your maps into a folder, you can then import them into the Hub through the Hub Portal user interface. The Hub Portal supports the display of active calls and units on a GIS map view for situational awareness. The Portal provides GIS layer import tools for the Client and agencies to import their own map files including but not limited to ESRI and other standard shapefiles and image files (i.e. Geographic or State Plane). The GIS layer import tool only takes minutes to load the data, but note that when importing map files, there will be downtime. Recommended GIS Map Data Elements are: Boundaries, Stations (Police/Fire), Freeways/Interstates, Major Streets, Waterways, Parks, and Address Points (optional). The Client and agencies are responsible for providing, loading, and updating the GIS map data for a single, consolidated view for all agencies connected to the Hub. The frequency of GIS updates are determined by the Client and potential participating agencies as they have no bearing on geo validation, they are just a visual tool. a) Beyond basic training and initial assistance in configuring GIS information in Hub, all other GIS related effort is the responsibility of the Client and potential participating agencies. System Connections: Each system Adapter connects to the CAD -to -CAD Hub over a secured connection provided and maintained by the Client and agencies. For bi-directional interfaces an HTTP connection (https://URL:port) is required at each endpoint (Hub side of the network and the Adapter side). All firewall configuration and configuring of ports is the responsibility of the Client and potential participating agencies. 3.1.5 Data Retention and Backup CAD for Date Retention: The CAD -to -CAD Hub provides call and unit information to each respective CAD system as the authoritative method for permanent data retention. The Hub is not designed as a data warehouse for long-term storage and retrieval. A separate interface may be used to send call and unit updates to a client -provided database for long-term storage. Data Purging: Portal administration provides a setting to purge data older than a certain number of days. This feature may be set to retain data indefinitely, but this is not recommended. Data purging occurs automatically without adversely affecting the system in Production. System Backups: System backups in the Cloud are the responsibility of CentralSquare. System backups may be conducted manually in two ways using the Application Manager tool accessible from each app server. 3.1.6 Portal Features Overview: The Hub Portal is a thick client installed on a Windows -based workstation. The Portal is used to display call and unit related data as well as administrative tools for system configuration. Call and Unity Display: The Hub Portal displays call and unit information in the dispatch view in real-time. This includes separate list and map views of current calls and units as well as a call details view. The information contained here may be limited based on filters applied to each user The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 18 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD group. Hub includes the following tools for viewing call and unit -related information. a) Calls List — Displays currently open calls in a list view b) Call Details — Displays detailed information about a call including comments, connected calls, and assigned resources c) Units List — Complete list of units and current status d) Map View — Calls and units are shown on a map. Geofences and markers may also be created and shared with other user groups Toast Notifications: Pop-up notifications that display in the lower -right corner of your screen and display call and unit information based on pre -configured business rules. These notifications may be used to bring attention to bi-directional call -sharing actions, or to bring bi-directional functionality to centers that may have a publish -only or no interface whatsoever. User Preferences: Allow the user to adjust color schemes, when stagnant calls disappear from view, configure toast notifications, and enable/disable connection status monitoring. Admin Alerts: Historical display of email and text message alerts that have been sent to your user. Diagnostics and Log Views: Tools for troubleshooting and identifying information shared with each interface. Connection Monitoring: The connection between each CAD system and the CAD -to -CAD Hub is continually monitored by the CAD adapter through heartbeat transactions to detect network failures. The Hub also monitors system network connections through heartbeat transactions and network errors. Users are notified of detected disconnects in the following ways: a) If the Hub detects a potential disconnect such as lack of a heartbeat or a network error with any CAD system, a warning will display through the Connection Status Monitor in the Hub Portal. A subsequent reconnect will remove this warning. b) If a CAD system has not transacted any updates to Hub for a configurable amount of time, a warning will display through the Connection Status Monitor in the Portal. This may indicate that although the Adapter continues to share heartbeats with Hub, it has lost the connection with its CAD system. A subsequent transaction will remove this warning. c) If the CAD detects a potential disconnect to the Hub it is responsible to notify its users through the CAD user interface. Settings: System and user administrators access and adjust system settings including connections, business rules, filters, and user administration using the Portal. 3.1.7 Information Sharing Redundancy CAD -to -CAD sharing errors may result from various sources including the following: a) User error b) CAD system error c) Network error d) CAD -to -CAD Hub error The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 19 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD e) Administrator error f) Unforeseen circumstances If there is an error in the CAD -to -CAD process, dispatchers must be aware of the problem immediately so that other means may be used to communicate such as phones or radios. The following are suggested methods to provide redundancy and checks to ensure awareness of CAD -to -CAD sharing. a) User error confirmation phone calls b) Unit status timers in the CAD system c) CAD -to -CAD Hub email or text message alerts d) Hub Portal notifications e) Hub light towers 3.2 CentralSquare Unify External System Dependencies The ability of CentralSquare Unify Hub to perform its functional requirements depends on the external systems' ability to do the following: 3.2.1 Bi-directional Adapters Unify relies on bi-directional Adapters to external CAD systems which should support the following capabilities: Continuously provide and receive updated CAD incident and unit status data to and from the CAD - to -CAD Hub a) Share/receive new incidents b) Update data fields on current incidents c) Update dispatcher comments d) Assign units/resources to current Incidents e) Provide unit status updates including AVL data f) Present information to the CAD operator in an appropriate way Continuously provide and receive updated unit information to and from the Hub a) Unit assignment to incidents b) Unit status updates c) Send and receive unit requests Connection notices: Provide connection and failure notices to the dispatcher when a prolonged disconnect or outage is detected. Synchronize (refresh) active CAD data upon connecting including current CAD incident data and unit status data. 3.2.2 Other Considerations Functionality: Data, functionality, and operational incongruences between the connected CAD systems may limit the level of interoperability achievable. Although the CAD -to -CAD Hub may The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 20 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD support certain capabilities, CentralSquare cannot provide functionality that the external system does not support. In cases where there is a gap between needs and what the CAD system is able to provide, converting data to comments or other methods may be used but certain limitations will naturally be beyond the CAD -to -CAD Hub's ability to work around. 3.2.3 External System Adapter Requirements The dependencies listed in this section are an overview and are for general awareness. The CAD -to -CAD Hub SDK provides a more complete set of detailed requirements for the external system's Adapter. The Client and potential participating agencies should require the provider to comply with all requirements of the SDK. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 21 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 4 CENTRALSQUARE PROJECT ROLES AND RESPONSIBILITY 4.1 Overview CentralSquare will appoint a team of specialized personnel that will implement the Project under the direction of CentralSquare's Project Manager. Team members may be engaged in different phases of the Project as necessary and in some cases are involved in the Project for a limited timeframe. Any personnel changes by CentralSquare will be discussed with and agreed upon by Client in advance. Such agreement will not be unreasonably withheld. The descriptions of personnel roles noted below provide an overview of typical Project team members. Other personnel may be involved under the direction of the CentralSquare Project Manager to complete the requirements of the Project. 4.2 CentralSquare Project Manager CentralSquare has appointed a CentralSquare Project Manager as the principal CentralSquare contact who will be responsible for managing CentralSquare's responsibilities related to the implementation of the Project, as described in this SOW and within the scope of the Agreement. The Project Manager uses a standardized methodology for project implementation, project management, and risk identification and management. CentralSquare's Project Manager is responsible for Project scheduling and management of CentralSquare Project personnel and applicable Subcontractor/supplier resources, budget management, identification and management of Project risks, and communication with Client's Project team. The CentralSquare Project Manager will be responsible for the collaborative coordination of Client resources in an effort to ensure that avoidable Project delays will be minimized. The Project Manager is involved in the Project beginning with the Kickoff Meeting and continuing through Post -Go -Live Project closure activities. The Project Manager will be an active participant in many of the milestone events through the course of the Project. The Project Manager will organize a bi-weekly Project status call with Client and necessary Project team members. Additionally, the Project Manager will provide Client with a written Project status report on a monthly basis, as further defined in this SOW. 4.3 Consultant The CentralSquare Consultant is responsible for the configuration of the CAD -to -CAD based on Client's system requirements, business rules, and configuration data. The Consultant will provide services to the Client with regards to the configuration and operation of CAD -to -CAD. The Consultant is also responsible for conducting the initial discovery/configuration workshops with each participating agency, the Functional Acceptance Testing, the CAD -to -CAD Hub Administrator training, and providing consulting support throughout the Project implementation life cycle. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 22 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 4.4 Technical Services Engineer The Technical Services Engineer (TSE) is responsible for installation and integration of the CAD -to -CAD onto the system hardware that is identified for this Project. This team works closely with Client's staff to coordinate IP and network addressing, security accounts, network connections, and remote access to the System. 4.5 Product Support Product Support functions as technical support for all systems as purchased by the Client. During the project, support issues are managed through Product Support by the CentralSquare Project Manager. After Go -Live, it is the Client's responsibility to report issues, troubleshoot and coordinate with Product Support as defined in the Agreement and the Software Support Agreement. 4.6 Account Manager The Account Manager is an important resource to Client throughout the life of their System. The Account Manager will be the primary contact and liaison for non -technical support issues, system changes and billing questions. They provide support for general Client service requests, manage requests for new software and services, and aids with planning technology upgrades Post System Go -Live. Having the Account Manager participate as a key Project member provides an enhanced level of continuity for Client as they continue their relationship with CentralSquare. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 23 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 5 RECOMMENDED CLIENT ROLES AND RESPONSIBLIITIES 5.1 Overview Implementation of the CAD -to -CAD solution in a manner that meets Client's operational needs requires collaboration with Client's team. In general, Client's Project team should include staff experienced in the operation and administration of Client's current public safety technology systems as applicable to the scope of this project. Such teams may include other users and stakeholders. These "subject matter experts" need to be engaged through the course of the Project from initiation until live operations and may be involved in the support and maintenance of the System after Go -Live. These recommendations do not speak to specific positions. Rather, this information defines specific responsibilities and estimated time commitment. Client may elect to create individual positions, combine responsibilities, and/or assign responsibilities within their current organizational structure. Client needs to periodically assess its staffing needs based on changes in Client's operational use of this technology. Often, there is overlap with these core responsibilities - therefore, the team can generally be kept to a small group, dependent upon the complexity of the system being implemented. In addition, it is recommended that Client, early within the implementation process, identify those persons that will be responsible for the ongoing maintenance of Client's System to include the technical and business processes. The Application Administrator as well as the CAD -to -CAD System Administrator, are very key to the success of the Project. It is paramount that Client develops this team during the implementation process so that Client successfully achieves a degree of self-reliance with the understanding of each of the Systems in addition to the generalized technical responsibilities. 5.2 Project Manager Client's Project Manager is the principal Client contact who will manage a team of Client Project personnel. Client's Project Manager manages and coordinates Client's resources responsible for completing assigned Project tasks and activities. Activities include facilitating Project Schedules and meetings, timely approval and processing of invoices, review, and approval of Task Completion Reports ("TCRs"), Project management plans, applicable configuration sheets, OSDs, approval of the Project documentation and Functional Acceptance Test, and management of Client's staff. Additionally, Client's Project Manager is responsible for coordinating the efforts, activities, and communications between CentralSquare and third -party vendors that are not CentralSquare Subcontractors, as well as any deliverables from these vendors to the Project. 5.3 CAD -to -CAD System Administrator For Cloud hosted deployments CentralSquare is the System Administrator for the Cloud hosted components of the system. The Client System Administrator role is limited to the Client's The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 24 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD network and any on -premise components of the system such as workstations, on -premise servers and network equipment. 5.4 CAD Administrator Client's CAD Administrator is the individual primarily responsible for managing the CAD application software settings to ensure efficient operation. This individual is the primary CAD configuration point of contact representing Client. Within the Multi -Agency environment, separate CAD administration staff may be required to manage the components used by each operation - under the direction of an overall System - Wide CAD -to -CAD Administrator. 5.5 GIS Consultant The GIS Consultant is responsible for the mapping components required for the CentralSquare software. Activities include providing the initial GIS files to CentralSquare. The GIS Consultant will be responsible for working with CentralSquare's GIS Consultant to implement mapping components for the CentralSquare software. During scheduled activities, Client should have a fully dedicated person or persons. Post - implementation workload is based upon the number and type of GIS data edits that will be necessary for the local operations. 5.6 Supervisors (CAD) Input from the Users/Supervisors is important to ensure that the configuration settings approved by Client's team will be perceived as usable by users of the CAD -to -CAD solution. These Users/Supervisors should participate in meetings defining and evaluating the requirements and configuration of the solution. During scheduled activities, Client should have a fully dedicated person or persons. Post - implementation should be maintenance only. These personnel should attend the applicable User trainings. 5.7 Subject Matter Experts Input from subject matter experts is essential to successful implementation of the system. The subject matter expert(s) in each area are the individuals who are knowledgeable about the current operational and technical specifications of the system, the data flow between and among different applications, and any limitations associated with each application. Client should involve a fully dedicated person or persons during the scheduled activities, such as requirements analysis, demonstration of the applications (if applicable), review of requirements documentation, the testing process, and other events that are described in later sections of this SOW. Post -implementation, the involvement of the subject matter experts should be limited to maintenance only. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 25 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 5.8 Application Trainers A team of trainers is needed for training Client staff on the CAD -to -CAD solution. Trainers will be responsible for reading CentralSquare release notes and maintaining an understanding of new and existing features. Client should involve a fully dedicated person or persons during scheduled activities such as training sessions. Post -implementation, the involvement of the subject matter experts should be limited to maintenance only. These personnel should attend the applicable product specific training courses. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 26 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 6 PROJECT CONTROLLING PROCESS 6.1 Overview Project Controlling Processes are established early in the Project life cycle during the Planning Phase and described within the Project Management plans. Project Control is the process that includes completing regularly scheduled Project progress meetings and the use of regularly delivered Project progress reports, as well as implementing the processes needed for Communication Management, Risk Management, and Change Management. The process begins during the initiation process and concludes at the end of the Project. The establishment of defined processes for Client communication (contact persons and reporting methods) provides a basis for effective and regular communication. This supports the previously noted processes necessary for successful Project outcome. As part of the Controlling Processes, CentralSquare utilizes a series of measurements and management reviews to mitigate the effect of these variances. Checkpoints or milestones are planned into each phase of the Project to measure performance and determine if the Project is ready for the next phase. Checkpoints are key tasks that act as gates to the next phase of a project. A delay in a milestone may cause a delay in starting or completing subsequent tasks; in effect creating a risk to the overall Project. Therefore, CentralSquare's Project staff closely monitors checkpoint tasks and milestones and promptly notifies the Project Manager of any delay or failure with a milestone task. Milestone delays on the part of either party will trigger an overall review of Project activities so that risks can be assessed and properly managed. In the event that either party becomes aware of a delay, notification shall be provided to the other party as soon as reasonably possible. Evaluation of overall Project status at each checkpoint is essential to ensure that the Project is effectively progressing toward completion and that new risks are not being introduced. In many cases, Project activities leading to a checkpoint are interrelated to later scheduled tasks. Success at checkpoints diminishes the risk to the Project going forward. Incomplete actions at a checkpoint may prompt delays and a rescheduling of the Project. For example, delays in completing or approving OSDs will delay the start and completion of the configuration phase, which may ultimately have an impact on the projected Go -Live date. Depending upon the importance of the Deliverable, these kinds of delays can have a cascading effect upon the Project Schedule including training and Go -Lives. As part of the Project controlling process, upon completion of significant milestones and or tasks, CentralSquare will submit a Task Completion Report ("TCR") to Client. The TCR serves as a formal tool for the purpose of verifying with Client that the work has been performed, services rendered, and products delivered according to the requirements specified within the SOW and/or related documents. TCRs are presented to Client by CentralSquare's Project Manager for signature. Some TCRs may trigger a Project payment, in accordance with the payment terms within the Agreement. Upon execution of a TCR that is tied to a Project payment milestone, Client will receive an invoice from CentralSquare's Accounting Department which must be paid based on the terms and conditions of the Agreement. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 27 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD The TCR will include the following information: a) Description of work performed, and products delivered. b) Comments noting any special circumstances. c) Product/Service deliverables listing the Agreement line items that are being recognized as delivered and will be invoiced. d) Related Payment Terms in accordance with the Agreement, for Agreement line items that will be invoiced relative to the TCR. 6.1.1 CentralSquare Responsibilities a) CentralSquare will prepare and submit TCRs for Client's signature upon completion of the applicable task. b) The TCR will cite the appropriate SOW reference. c) TCRs that trigger a payment will include the payment amount in accordance with the Agreement payment schedule. 6.1.2 Client Responsibilities a) Client will review and approve TCRs within a five (5) business day period from the time of receipt less any challenges to the validity of the report. b) In the event that Client disagrees with a TCR, Client shall submit to CentralSquare a written explanation detailing why the Client believes that the subject of the TCR and/or tasks have not been completed in accordance with the Purchase Agreement or this SOW. Such notification from the Client shall be provided to the CentralSquare Project Manager within five (5) business days of receipt of the TCR. 6.2 Change Management Process Either party can request changes to the scope of the project at any time. Since a change may affect the price, project deliverables, this SOW, the supporting project schedule, and/or the terms of the Agreement for this SOW, both parties must approve each change in writing and agree on the impact each change may have on the Agreement and related attachments. The purpose of the Change Management Process is to manage any significant changes to the Project as described in this SOW or related documents as referenced within the SOW. These changes may include but are not limited to a modification to Project scope, Standard or Custom products' functionality, CentralSquare and Client's identified roles and responsibilities, Project payment terms, and modifications to the scope or delivery location of services within the Project. All significant changes must be documented through the Change Management Process. The type of documentation needed will depend on the nature and significance of the change. A Project Change Order will be the vehicle for communicating and approval of the changes. Whether initiated by Client or CentralSquare, all Change Orders will be documented by the CentralSquare Project Manager. The Change Order shall describe the requested change, the party requesting the change, and the effect the change will have on the project, including the price, project deliverables, this SOW, the supporting project schedule, and/or the terms of the Agreement for this SOW. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 28 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD All Change Orders must go through the CentralSquare's internal approval process before they can be presented to Client for review and approval. Once the Change Order is generated, Client Project Manager and CentralSquare Project Manager will review the proposed change and communicate as necessary to answer any questions, and/or work to resolve any issues preventing acceptance of the Change Order by both parties. Upon the approval by both parties the Change Order will be authorized for implementation. The creation of some Change Orders may, depending upon the scope of the requested change, require fees for CentralSquare to properly investigate and scope the requested change. If additional fees are required by CentralSquare to create a Change Order, those fees will be identified and communicated to Client Project Manager prior to CentralSquare's investigation of the requested change. In such situations, CentralSquare will only proceed with the investigation required to create the Change Order if Client has agreed to pay the additional fees associated with creation of the Change Order. Additional deliverables or Project deletions in terms of Software and services will require a mutually agreed upon Change Order. It must be noted that the later in the Project that a change is requested, the greater the likely impact in terms of costs, risks, and timescale. It is recommended that Client not delay any review activity as it is a best practice to discover potential changes as early as possible. In some cases, it may be more appropriate to plan modifications for Post -Go -Live delivery. 6.2.1 CentralSquare Responsibilities a) Change Orders will be prepared for submission to Client when required. b) Change Order will be prepared where Project changes require Engineering -level modifications. The Client will be informed of the delivery mechanism (version and schedule). c) CentralSquare will perform requirements capture necessary to prepare required documentation including a high-level description of the change for Client review and approval. 6.2.2 Client Responsibilities a) When applicable, Client will identify the services or deliverables that will be subject to a Change Order, per the Agreement between both parties. b) When applicable, Client will identify changes to application features or functionality, Interfaces, or any other Systems that will require a change order. This process may also include participation with the requirements process. c) Client will approve and process Change Orders in a timely manner. 6.3 Project Reporting CentralSquare will provide Monthly Status Reports advising Client Project Manager and key Client Project Stakeholders of the progress and status of project activities. This report will include the significant accomplishments, planned activities, issues, and potential risks The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 29 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD associated with CentralSquare and CentralSquare's Subcontractors' Deliverables. The Project Status Reports will include the following: a) Accomplishments during the Reporting Period. b) Planned upcoming activities. c) Issues. d) Risks. e) Key Action Items. In addition, the CentralSquare Project Manager will hold bi-weekly status meetings/conference calls to update Client on the status of the Project and key action items and deliverables. CentralSquare will provide an updated Project Schedule advising Client Project Manager of the progress of project activities. The Project Schedule may be lacking the detailed tasks for Client team, and Client may add such tasks, owners, and durations to the Project in collaboration with CentralSquare Project Manager. The Project Schedule will consist of the following: a) Major Tasks. b) Task Responsibility. c) Task Duration. d) Major Milestones. e) Tasks Completed. f) Tasks in Progress. 6.3.1 CentralSquare Responsibilities a) Provide a written report of Project status once a month. b) Conduct status meetings/conference calls every two weeks. c) Maintain an up-to-date Project Schedule. 6.3.2 Client Responsibilities a) Review the written report of Project status and provide feedback within five (5) business days in order to ensure that the documentation is correct. b) Participate in Project status meetings. c) Ensure participation of personnel in tasks and meetings. 6.4 Document Review In the course of the Project, CentralSquare will deliver several documents to Client for review. These documents will include but are not limited to the Functional Acceptance Test Procedures, Project Schedule, and OSD for the Project. Approved documents are returned to the CentralSquare Project Manager. All documents will be provided in electronic (soft copy). If Client desires printed (hard copy) documentation, it is their responsibility to print and bind the desire copies. The CentralSquare Project Manager will retain a copy and provide Client with a copy. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 30 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD Should Client find any document unacceptable, Client must provide specific reasons in writing to the CentralSquare Project Manager. CentralSquare can then assess any required corrective measures and make revisions or modifications to provide acceptable documents within a mutually satisfactory timeframe. Status Reports are not subject to approval. In order to ensure compliance with the Project Implementation Schedule, Client is responsible for the review of such documents and providing any comments to CentralSquare within five (5) business days. 6.4.1 Documents Subject to ClientApproval a) Change Orders. b) Operational Scenario Documents (OSD). c) Functional Acceptance Test Procedure documents. d) Task Completion Reports. 6.4.2 Documents Subject toClient Review not Requiring Approval Note: The Project Schedule and any changes hereto are to be mutually agreed upon between Client and CentralSquare. a) Project Status Reports. 6.4.3 CentralSquare Responsibilities a) Distribute the documents to Client. b) Coordinate the process to consolidate comments and edit documents. c) Manage the signoff process for applicable documents and the distribution of originals to Client and CentralSquare for filing. 6.4.4 Client Responsibilities a) Review the documents presented and provide the appropriate information back to CentralSquare within five (5) business days for configuration sheets, Change Orders and/or Sales Orders. b) Review the documents presented and provide the appropriate information back to CentralSquare within five (5) business days for requirements documents defined above. Unless unanticipated changes to the Project Schedule would warrant a shortened turn around. 6.5 Third -Party Management CentralSquare will be responsible for the management of third parties that have been identified as Subcontractors or executed Change Orders to the Agreement. As part of the Subcontractor agreement, all communications between those third parties and Client will be managed by CentralSquare. Any communication directly between Client and third The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 31 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD parties that may require or imply the promise of a material change in scope or responsibilities will not be acknowledged by CentralSquare unless an appropriate Change Order has been prepared. Conversely, Client will be responsible for the management of third parties that CentralSquare is not responsible for. Client will be responsible for the facilitation of discussions and the acquisition of materials from those third parties that are necessary for the configuration and development of Client's System. 6.5.1 CentralSquare Responsibilities a) Assume responsibility for third parties that are the responsibility of CentralSquare within the terms of the Agreement between CentralSquare and Client. b) Process any Change Orders that may arise from a material change in scope where third parties are concerned. c) Inform Client when configuration and or programming will require interaction and/or documentation from a third party which is not the responsibility of CentralSquare under the Agreement between CentralSquare and Client. 6.5.2 Client Responsibilities a) Work directly through CentralSquare with regard to third parties that are the responsibility of CentralSquare. b) Review, sign and process any Change Orders that may arise from a material change in scope where third parties are concerned. c) Facilitate interaction between CentralSquare and third parties not the responsibility of CentralSquare to include conference calls, answers to questions and documentation as requested The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 32 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 7 PROJECT INITIATION AND PLANNING 7.1 Overview Project Initiation and Planning involves gathering the necessary Project specific information in order to produce a Project Management Plan and a Project Schedule. In short, Project Planning consists of those processes designated to establish when and how the Project will be implemented while further elaborating on Project Deliverables. Most of the information exchange between Client and CentralSquare during this process is at a high-level and consists of interaction between both Project Managers and a small group of Project stakeholders. Major Deliverables for the Project Planning phase are the specific Project Management Plans, and a baseline Project Schedule. The project must be managed in a manner that will allow for the adjusting the Project Management Plan and Project Schedule to address the circumstances that affect a project during Project Execution. As a result of these changes during the Project life cycle, Project Planning will overlap each subsequent process during the Project. Typically, Project Planning tasks will decrease in frequency as checkpoints are completed and as the Project nears Go -Live and Project completion. Note: The Project Schedule is a living document, subject to change during the course of the Project due to several factors such as change in Project scope, scheduling conflicts, delay in approving project documents, resource availability, etc. All changes to the Project Schedule will be discussed between both parties and will be incorporated within a published schedule upon approval from Client and CentralSquare. 7.1.1 CentralSquare Responsibilities a) Assign a Project Manager to the Project to participate in Initiation phase activities. b) Produce required documentation to support Initiation activities (such as System Planning Guide, etc.) c) Identify and engage the CentralSquare Project team responsible for carrying out Project Execution. d) In collaboration with Client, develop the Project Management Plan (includes the Communication Management Plan, Risk Management Plan, and Change Management Plan). e) Baseline the Project Schedule. f) Prepare and submit the TCRs for Client acceptance of the Project Management Plan asdefined above. g) Develop and submit invoice for payment due at execution of the Agreement. 7.1.2 Client Responsibilities a) Assign a Project Manager for the Project to participate in Initiation phase activities. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 33 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD b) Identify and engage Client's Project team. c) Review and comment on the CentralSquare Project Management Plan and the Project Schedule. d) Review and comment on CentralSquare provided documentation to support Initiation activities. e) Approve the TCRs for the Project Management Plan within five (5) business days. 7.2 Project Kickoff During the planning phase, the CentralSquare Project Manager will hold a Kickoff Meeting with Client's Project team. During the Kickoff Meeting, the CentralSquare Project Manager will provide an overview of the following: a) The CentralSquare Execution Process. b) A high-level description of Project Deliverables. c) Roles and responsibilities for the Project team members. d) A high-level review of the preliminary Project Schedule including projected Project milestones and checkpoints. e) Describe the work that has been either completed, is in progress or is due to begin within the immediate future. f) Review any project related questions from Client's team. 7.2.1 CentralSquare Responsibilities a) Prepare the agenda and set a date for the Kickoff that is convenient to Client and CentralSquare Team. b) Distribute any documents that Client should review in advance of the Kickoff Meeting. c) Conduct the Kickoff Meeting. 7.2.2 Client Responsibilities a) Work with the CentralSquare Project Manager to facilitate scheduling a date for the Kickoff Meeting. b) Schedule the appropriate personnel from Client's team to attend. This should also include key stakeholders that may not participate routinely in Project operations, but who have authority or responsibility over the Project. c) Provide adequate accommodations to include adequate seating and audio- visual equipment including a projector(s), screen, and whiteboard. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 34 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 8 PROJECT EXECUTION 8.1 Overview Project Execution focuses on the development and delivery of Project Deliverables. Processes will be iterative and consist of: 1) a review of Deliverable documents; 2) development, configuration, installation and testing of software and hardware deliverables, and 3) delivery of Project related services such as Project related training. These processes are iterative in nature with a number of checkpoints to evaluate Project progress and where applicable, to initiate Change Management processes. Each Deliverable has a closing process which consists of specific completion criteria. These Deliverable closing processes are independent from the closing process of the Project. 8.2 System Installation System installation is one of the early processes in the Project implementation phase and has a significant impact on and critical dependency on a number of key activities. Cloud virtual provisioning will be the responsibility of CentralSquare. 8.2.1 Cloud Components The CentralSquare Cloud Team will provision the CentralSquare software in the Cloud. This will entail a planning meeting with the Client System/Network Administrator and other CentralSquare staff (Project Manager, Technical Services), configuration of the VPN, advising on network communications, and configuring access to the provisioned system. The administration services of the Cloud environment are the responsibility of CentralSquare, including support, operation, and maintenance of the underlying infrastructure. Access to any resources by the Client will not be allowed except through the applications and programmatic connections. 8.2.1.1 CentralSquare Responsibilities a) Host Technical meeting with Client network\systems administration staff. b) Provide port, protocol information to Client for firewall rules. c) Provide guidance on routing needed from Client networks to Cloud environment. d) Provision Cloud systems. e) Provide URLs and any other paths for Client connectivity. f) Perform connectivity tests with Client assistance at least one week prior to any workshops. 8.2.1.2 Client Responsibilities a) Attend Technical meeting with CentralSquare resources. b) Acquire ISP connections. c) Open firewall as directed by CentralSquare Technical staff. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 35 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD d) Provide routing rules to route traffic through the VPN tunnel as advised by CentralSquare technical staff. e) Perform connectivity tests with CentralSquare assistance at least one week prior to any workshops. 8.3 Implementation Overview of CentralSquare Unify The CAD -to -CAD Hub is implemented through a series of standard steps and process gates designed to ensure that operational needs are identified, configurations are verified, and tested to validate proper functionality prior to Go -Live. The implementation includes tasks to be completed by multiple stakeholders including CentralSquare, Client and agency personnel, and the 3rd party system Provider. The tasks below are an overview and will be refined in a detailed project schedule with the Client upon project Kickoff. 8.3.1 CentralSquare Unify Hub Initial Installation and Configuration CentralSquare will provide support for the initial system configuration. This will include the following: a) Installing the database and application server software for AWS GovCloud for Cloud hosted solutions. b) Once network connections have been established between the servers by the Client and potential participating agencies, CentralSquare will establish software connections between each server. c) Establish each environment such as Test, Training, and Production as set forth in this document and the accompanying Agreement. d) Configure the connection parameters for each 3rd party system connection. Note it is the Client and potential participating agencies responsibility to ensure network connectivity between servers are established. e) Load initial data mapping sets for the following codes. Note that mapping and translation of these codes is the responsibility of the Client. i. Agency ii. Dispatch Centers iii. Nature / Response Type iv. Unit / Resource v. Unit Status vi. Unit Type f) If the project involves joining a new dispatch center to an existing hub or upgrading a publish -only interface to a bi-directional interface, some or all of these steps may have been already completed. The associated Agreement will outline exceptions or additions to these steps. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 36 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 8.3.2 CentralSquare Unify Hub System Setup The tasks listed under system setup may be executed simultaneously. CAD Provider Adapter Implementation and Configuration: Includes the installation and configuration of the CAD Provider Adapter by the Provider or by CentralSquare as defined in the SOW, Section 2.6 — Deliverable System Connections on CentralSquare Unify Hub. Software Installation: Basic server configuration is added for each interface on the CentralSquare server hosted in the AWS GovCloud and the Portal client software is delivered to the Client and potential participating agencies. Software installation marks the completion of the system setup tasks. 8.3.3 Initial Discovery and Configuration A discovery phase will take place that will identify site -specific configurations for the Hub. These will be documented in an Operational Scenario Document (OSD) and signed off by the Client, via a TCR, before the configuration phase begins. Specific configurations may be recorded in the documentation listed below. It is agreed that all shared can be exchanged in an electronic form, such as .PDF, .DOCX, .XLSX, etc. The OSD document will be updated as the agencies are implemented and brough online. a) List of CAD Codes: The Client and potential participating agencies will provide a list of CAD codes and descriptions that will be mapped to those of other CAD systems through the Hub. Common codes include incident status, nature, unit status, units, agencies, cities, and jurisdictions. b) Code Mapping Document: Under the guidance of CentralSquare, the Client and potential participating agencies will provide a list of mappings of the CAD Codes provided above to a common code set provided by CentralSquare. The common code set in the Hub facilitates mapping and translation to other agencies' codes, which is the responsibility of the Client and potential participating agencies. c) Test Scenarios: CentralSquare will provide a standardized list of tests for acceptance. Other tests can be suggested by the Client providing that they are within the scope of the accompanying Agreement. These test scenarios will form the basis of training documentation. d) Configuration Documentation: Documentation may be added directly into the configuration screens of the Hub and is easily exported as text. This will serve as the primary form of technical documentation. e) Product Manuals: CAD -to -CAD Administrator's Guide will be provided electronically. The Client's Project Manager and Subject Matter Experts play a critical role during this time. Discovery and configuration involve the gathering of business requirements, CAD codes, system configuration including code mappings on the CentralSquare Unify Hub. The results of the discovery and configuration sessions will be compiled, documented in an Operational Scenarios Document (OSD) and signed off by the Client, via a TCR, before the configuration phase begins. CentralSquare will provide OSD documentation as appropriate. The OSD document will be updated as the agencies are implemented and brought online. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 37 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD This task is considered complete upon completion of the client questionnaire documentation and a joint review between the Client, the potential participating agencies and CentralSquare. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 38 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 9 CENTRALSQUARE UNIFY TESTING 9.1 Isolated CAD Adapter Testing CentralSquare and the Client will develop a mutually agreed upon testing schedule. System testing will be conducted throughout the project in three (3) distinct periods and a Reliability Period, described in SOW, Section 13 — Reliability Agency Name Period. The Isolated CAD Adapter Testing will be conducted simultaneously with other implementation tasks and will largely involve CentralSquare Engineers and the Provider implementing its Adapter. This testing will use a CentralSquare Unify Hub Test environment, and test instances of the CAD system and Adapter. CentralSquare will use a CAD simulator to test all aspects of the connection between the Hub and the Provider's Adapter and CAD system. Sample data may be used to demonstrate the ability to view data using the Hub Portal client. Testing support from the Provider and assistance from the Client and potential participating agencies are required. The Client and potential participating agencies will identify and provide a CAD Administrator that can login to test CAD systems with its Adapter connected to the Hub. The CAD Administrator will work jointly with CentralSquare and the Provider to complete this testing. At the conclusion of the Isolated CAD Adapter Testing, the connection between the Hub and the Provider's Adapter and CAD system is demonstrated as data is successfully delivered to and visible using the Hub Portal client. 9.2 Provider End -to -End testing Provider End -to -End Testing will be conducted when the Isolated CAD Adapter Testing is complete for each CAD system that is required to meet the standard incident and resource sharing requirements. It will involve CentralSquare Engineers, the CAD providers, the Client, and the potential participating agencies. If a dependent CAD system is not ready for End -to -End Testing, the testing may proceed using a CAD simulator provided by CentralSquare. CAD Simulator testing does not replace End -to -End Testing with the CAD Provider. The Client and the potential participating agencies will need to identify and provide a CAD Administrator that can login to the test CAD systems with its Adapter connected to the Hub. The testing period will be paused for resolution of Go -Live issues as defined in the SOW, Section 9.3 — Functional Acceptance Testing. Defects found in the Adapter for each CAD system may also pause the testing period. CentralSquare, the Client and the potential participating agencies will expedite where possible the resolution of any Provider defects. At the conclusion of the Provider End -to -End Testing, meeting all the Adapter and CAD Provider testing requirements as defined in the OSD marks the completion of the Provider End -to -End Testing. 9.3 Functional Acceptance Testing (Client End -to -End Testing) Once the Provider End -to -End Testing is concluded for each CAD system, Functional Acceptance Testing will be conducted by the Client, the potential participating agencies, and the CAD Provider under CentralSquare supervision. Each agency will go through Functional Acceptance Testing when they are ready to connect to the system, so Functional Acceptance Testing may happen multiple times on the same CentralSquare Unify Hub. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 39 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD It is during the Functional Acceptance Testing that the Client and the potential participating agencies, gain close familiarity with the CentralSquare Unify Hub and related functionalities. Expanded Standard Operating Procedures (SOPs) are more fully defined and tested by the Client and the potential participating agencies, during this time. This is a Client driven phase with assistance from CentralSquare. Changes required for Client and agency SOPs are out of scope unless explicitly agreed. In order to confirm that all work has been completed under this SOW and that the system meets the functional requirements of the COTS Hub system, CentralSquare and the Client will develop a mutually agreed upon functional acceptance test plan that is based on the criteria contained in the Operational Scenario Document (OSD) which will be incorporated during the project into the Unify Test Checklist. The Functional Acceptance Testing process consists of verifying and running standard functions tests in a format designed to verify the functionality of the CentralSquare Unify solution. CentralSquare will work with the Client and the potential participating agencies to develop a mutually agreed upon testing schedule for the agencies. Following the completion of the Functional Acceptance Testing, any defects that are raised will be documented by CentralSquare and prioritized as follows: Priority Issue Definition Go -Live Issues Issues in the CAD -to -CAD solution identified during Functional Acceptance Testing with contractually required functionality that must be corrected prior to Go -Live. CentralSquare will research such identified issues and propose a plan for resolution. Go -Live issues will be corrected prior to Go -Live. Post -Go -Live Issues Issues in the CAD -to -CAD solution identified during Functional Acceptance Testing with contractually required functionality that can be corrected after Go - Live. The Client and CentralSquare will mutually agree these issues may be addressed after Go -Live. CentralSquare will provide a reasonable date for resolution of the Post -Go -Live issues. Support Issues Issues in the CAD -to -CAD solution identified during Functional Acceptance Testing that are not contractually required functionality and do not prevent the Client from performing normal daily or monthly processes; and therefore, can be corrected after the CAD -to -CAD Go -Live. These issues will not affect functional acceptance of the system. Support issues will be managed based upon the procedures outlined in the Software Support Agreement. The Client will agree to sign off upon the completion of each Functional Acceptance Testing session, acknowledging the delivery and receipt of the testing results, via a TCR. Upon resolution of any Go -Live or Post -Go -Live issues, the failed test(s) will be repeated by the potential participating agencies under CentralSquare supervision, until resolved. The Client will agree to sign off on a TCR reflecting the completion of Functional Acceptance Testing when the testing has been completed with no Go -Live issues (i.e., a passing Acceptance Test). Upon completion of Functional Acceptance Testing, preparations for deployment may begin. A migration plan will be defined and executed. The Client and potential participating agencies will train their own dispatchers from expanded SOPs defined during the Functional Acceptance Testing. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 40 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 10 CENTRALSQUARE UNIFY TRAINING 10.1 Training Upon completion of the Functional Acceptance Testing, CentralSquare will conduct CentralSquare Unify Hub Administrator training on consecutive weekdays during remote training hours (Monday — Friday, between 8:OOam — 5:OOpm CT based on the actual duration of the class) or on consecutive weekdays during onsite training hours (Tuesday — Friday, between 7:OOam — 10:OOpm CT based on the actual duration of the class). Alternate training schedules (e.g., Monday class starts for classes that would normally start on a Tuesday, multiple classes per day, evening, and weekend classes) are subject to additional cost. Training classes are conducted based on the quantities specified in the Agreement. Refer to SOW, Appendix Y — Workshop and Training Summary for a complete listing applicable to this project. CentralSquare and the Client will develop a mutually agreed upon training schedule for the agencies. CentralSquare follows a "Train -the -Trainer" approach to training. This method allows in-depth training to key individuals at each agency who will then provide training to the remainder of the users. a) CentralSquare Unify Hub Administrator Training: CentralSquare will provide Portal Administrator training on how to monitor system health, manage groups and users, and make basic configuration changes. This training will be conducted remotely through a webinar. Participants should not exceed ten (10) per class. b) Unify User Training: CentralSquare will work with the Client and agency trainers to advise them on incorporating CAD -to -CAD concepts into their training courses for dispatchers and call takers. However, since the methods for interacting with CAD incident and resource sharing are dependent upon their configuration, training for the End Users is the responsibility of the Client and the potential participating agencies. It is expected that Subject Matter Experts (SME's) will be sufficiently familiar with their operational procedures and their CAD configuration to conduct this training for their respective agency. c) Hub Portal Training Videos: CentralSquare will provide the Client and the potential participating agencies with access to training videos on essential Portal features. d) Training Documentation: Agency specific documentation of local sharing use cases and rules is the responsibility of the Client and the potential participating agencies. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 41 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 11 CONDUCT CENTRALSQUARE UNIFY PRE -GO -LIVE TASKS 11.1 Pre -Go -Live After the Client -led User training is complete, the system is ready for deployment. Preparation for cutover to live operations will be outlined in the Project Schedule and the Go -Live Plan four (4) to six (6) weeks prior to Go -Live. The Go -Live plan includes the overall timeline for the event, products involved, agencies involved, roles and responsibilities, established meeting dates/times, issue reporting and escalation process, transition to support and the communication plan. Pre Go -Live Tasks: a) Client to distribute final version of documentation to potential participating agencies outlining modifications to standard operating procedures. b) CentralSquare Project Manager and the Client will ensure all end user training has been completed, and that all Go -Live deliverables are completed with related TCRs approved. c) CentralSquare Project Manager will schedule and monitor internal and Client -facing Go -Live readiness checks during team planning meetings. d) CentralSquare Project Manager and the Client Project Manager, along with key resources, will conduct separate planning meetings to draft/approve the Go -Live Plan. e) CentralSquare Project Manager and the Client will prepare a Go -Live plan which provides details about the time period for the event, products involved, supportive roles and responsibilities, the overall timeline for the Go -Live, establishes meeting dates/times, the issue reporting and escalation processes, transition to support, and communications plan. Go -Live Preparation: CentralSquare and the Client will draft the CentralSquare Go -Live Authorization Letter for each Go -Live group. The Go -Live Authorization Letter confirms that the system has been installed and tested, and that the Client agrees to proceed with moving the system to live operation. It acknowledges sufficient user training has been completed, confirms software is functional for a live environment, and that none of the currently identified issues are critical to the Go -Live. Date and time of the Go - Live is memorialized, the participating agencies, along with assurance the Client technical team and subject matter experts will be available twenty-four (24) hours a day to support the Go -Live unless otherwise noted in the Agreement. The Client is required to review and sign off on the Go -Live Authorization Letter no later than three (3) weeks prior to the scheduled Go -Live date. Transition Presentation: CentralSquare will provide a presentation to the Client to gain familiarity with the Support structure and methodologies. CentralSquare will assist in confirming that The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 42 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD representatives designated by the Client needing access to enter and track support tickets have credentials for CentralSquare access. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 43 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 12 CONDUCT CENTRALSQUARE UNIFY GO -LIVE 12.1 Go -Live Go -Live of the CentralSquare Unify solution for each of the potential participating agency entities into the Production environment is a highly orchestrated activity that will require resources from both the Client, any participating agencies, CentralSquare, and the CAD Provider teams. The CentralSquare Unify Hub has the ability to deploy functionality on a case -by -case basis. The migration plan may, for example, first deploy bi-directional unit status updates followed later by automated call sharing. Go -Lives are conducted either on Tuesday or Wednesday. Any CentralSquare Go -Live Support that is beyond the amount specified per the Agreement may be subject to an additional cost. a) "Go -Live" means the event that occurs when Client first uses a System for Live Operations. A separate Go -Live may take place with respect to each System, each Interface, and each Modification. b) "Go -Live" means "First use in a non -test bed environment". c) "Go -Live" means "Live in a Production environment for a period of 10 days with no Priority One or Priority Two support errors". The system is brought into production per the Go -Live Plan and the Go -Live Authorization Letter. Go -Live support is provided by CentralSquare as follows. • Go -Live Support: A total of three (3) consecutive days of remote support will be provided when the Client goes live with the CentralSquare Unify solution. • Day 1 - Day 3: Remote Go -Live Support — one (1) Consultant (trainer), eight (8) hours each day, during normal business hours (8:00am to 5:00pm EST). A TCR will be provided to the Client for signature upon completion of the Go -Live event and CentralSquare provided support, per the Agreement. The system will then enter into its Reliability Period as defined in the SOW, Section 13 — Reliability Period. During Go -Live, issues are reported and managed by CentralSquare with the Client's assistance. Upon cessation of Go -Live support by CentralSquare, issues are reported and managed by the Client. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 44 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 13 RELIABILITY PERIOD 13.1 Reliability Period Client's cutover to live Production of the CentralSquare Unify solution (i.e., productive use and any portion of the system is deployed in a bi-directional state) constitutes Client's accept of the System. Upon Go -Live for the CentralSquare Unify solution, Client shall use the System for a thirty (30) consecutive day period to verify operational functionality in a live environment. If no Critical Priority or Urgent Priority Software Errors (as those terms are defined in the Addendum E to the Agreement) are reported during such thirty (30) day period, the System shall be deemed to have achieved Final Acceptance. In the event that a Critical Priority or Urgent Priority Software Error occurs during the Reliability Test Period, CentralSquare shall commence actions in accordance with the Software Support Agreement to correct the reported error. If agencies and/or PSAPs Go -Live in multiple phases, the Reliability Period for the System will start the first day that the System Goes Live and is used in a Production environment by any agency and/or PSAP. There will not be separate Reliability Period as subsequent agencies and/or PSAPs Go -Live. If an Urgent Priority Software Error occurs during the 30-day test period, CentralSquare will stop the test and restart the 30-day period once a resolution has been provided in accordance with CentralSquare's Software Support Agreement. If a Critical Priority Software Error occurs between Day 1 and Day 15, CentralSquare will stop the test and restart the 30-day period after a resolution has been provided in accordance with CentralSquare's Software Support Agreement. Should a Critical Priority software error occur after the fifteenth day, the test will be suspended and resume from the point when the error occurred once a resolution is provided. Critical or Urgent Priority software errors caused by factors that are outside of CentralSquare's control, and/or from variables which are outside the scope of CentralSquare's responsibilities, will not be counted Critical or Urgent Priority software errors. Examples of such issues could be, but are not limited to: • Power failures • Operator error • External network infrastructure failures • Availability of components that are not provided by CentralSquare but interface to/from the CentralSquare solution • Hardware or Operating System software • Non CentralSquare supplied software components introduced into the working environment During the Reliability Test Period, the System will be frozen, (i.e., no changes, fixes, and/or updates will be applied, except those that are required to address downtime failures associated with the Reliability Test Period). The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 45 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD At the conclusion of the Reliability Period, as further defined in the Agreement, the System will be deemed accepted by Client. The agencies that are live on the system will be transitioned to CentralSquare Product Support. 13.1.1 CentralSquare Responsibilities a) Document the start of the Reliability Period upon Go -Live of the System via TCR. b) Address Reliability Period issues that are reported during this period. c) Document issues that are not considered "Reliability Acceptance" issues to be addressed as part of the support and maintenance of the System. d) Provide the TCR to document Final Acceptance of the System. 13.1.2 Client Responsibilities a) Report issues when they occur. b) Review and approve the applicable TCRs. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 46 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD 14 PROJECT CLOSURE 14.1 Project Closure Project closure activities commence when all project deliverables have been completed. Support of the systems will be transitioned to CentralSquare's Support and monitored per the Support and Maintenance Agreements. Major Task Description Post Go -Live Once complete, ensure CentralSquare project manager will provide TCR to Project Deliverables Client for signoff of completed deliverables. Final Audit CentralSquare project manager will perform a final audit to ensure all Contractual obligations have been met. A final TCR will be provided to Client to confirm the project is completed. Final Transition CentralSquare project manager performs final transition of Client to Support who will become the primary conduit for entry, tracking, and resolution of system issues. Client interaction is officially handed over from the CentralSquare project manager to the CentralSquare Customer Success Manager (CSM). Project Closure CentralSquare project manager performs administrative tasks to archive project documents and close the project. 14.1.1 CentralSquare Responsibilities a) Perform payment reconciliation, deliver final project TCRs which generate remaining invoices. b) Transition the CentralSquare point of contact from the Project Manager to the CSM and Client Support Services Department. c) Provide continued support based on terms of Agreement. 14.1.2 Client Responsibilities a) Provide approval of final Project TCRs within five (5) business days. b) Process payment of final invoices. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 47 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD Appendix A — Contracted Modifications to Standard CentralSquare Products Any changes to the requirements documented in approved System OSDs are subject to Change Order. There are no product modifications proposed for this project. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 48 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD Appendix E — Subcontractor Statement of Work Subcontractor Statement(s) of Work provided as applicable to the project. There are no Subcontractor Statement(s) of Work that are applicable to the project. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 49 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD Appendix J — CentralSquare Connectivity to Enterprise On - Premise Systems Policy The BeyondTrust/Bomgar and/or Securel-ink remote support solutions shall be the method of remote access to on -premise customer systems and/or data. These solutions meet all requirements as contained in Section 5.5.6 of the FBI CJIS Security Policy (Remote Access). Use of either of these solutions enable customer agencies to remain CJIS compliant for purposes of FBI and/or state regulatory agency audits. The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 50 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 Fort Worth Police, TX Fort Worth Police, TX — CAD to CAD Appendix Y — Workshop and Training Summary Training/Go-Live Deliverable Initial Discovery, Configuration: Workshop #1: Kickoff, SMS & Questionnaire (one hour, all agencies need to attend the workshop) Workshop #2: Code -Mapping (one hour, all agencies need to attend the workshop) CAD -to -CAD Hub Portal Console and Administrator Training (all agencies need to attend this training session) CentralSquare Unify Go -Live Support Services Quantity I Training(s)/Workshop(s) Included I Remote/Onsite I 1 One (1) hour workshop Remote 1 Two (2) hours training Remote Three (3) days Go -Live Support - one 1 (1) Consultant, eight (8) hours each Remote day, during normal business hours The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2023 CentralSquare Technologies, LLC Page 51 DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 EXHIBIT 3 Support Standards (CLOUD, 1. CentralSquare Cloud Security Program 1.1. Access & Continuity. Logical access restrictions include VLAN data segregation, extensive deny -by -default access control lists, and Multi -Factor authentication required for System Administration. Business continuity is prioritized via daily encrypted backup stored offsite, virtual tape backup technology to counter loss of physical media, and full replication to disaster recovery site, with redundancy and availability through multiple carriers. 1.2. Security & Monitorina. SSL and IPSEC VPN with 256 bit encryption, web application firewalls, multi -layered infrastructure model with recorded internal and external CCTV, card access control, best of breed HVAC/fire suppression/physical security, and backed by 24-7 x 365 monitoring by a staffed operations facility for: Intrusion detection & prevention, DDOS mitigation, and automated network incident creation and escalation. 1.3. Testina. Audits & Compliance. third -party internal, external, perimeter vulnerability and penetration testing. Centrally managed patching, OS hardening program, and endpoint protection on all servers. Industry standard compliance includes annual completion of: SSAE18/ISAE Data Center Audit, SSAE18 Operations Audit, PCI-DSS Compliance Audit, Vulnerability Testing & CVSS Audit, and Control Self -Assessment Audit. 2. Service Level Commitments 2.1. Target. In each Service Period, the target for availability of the Solutions is 99.9% ("Availability Target"). "Service Period" means 24 hours per day Monday through Sunday each calendar month that Customer receives the Solutions, excluding Sundays between 12:00 AM and 12:00 PM Eastern Time for scheduled maintenance. During this time, Customers may experience intermittent interruptions. CentralSquare will make commercially reasonable efforts to minimize the frequency and duration of these interruptions and CentralSquare will notify the Customer if the entire maintenance window will be required. 2.2. Support Terms. Beginning on the Execution Date and continuing for twelve (12) months thereafter ("Initial Support Term"), CentralSquare shall provide the ongoing Support Services described herein for the corresponding Fees outlined in Exhibit 1. Upon expiration of the Initial Support Term, ongoing Support Services shall automatically renew, with customer paying for additional annual support periods, each a "Renewal Support Term". This renewal will continue until termination of this Agreement provided that, CentralSquare shall not give notice of termination if it would be effective prior to a period equal to two times the Agreement's Initial Term. 2.3. Measurement. Service availability is measured as the total time that the Solutions are available during each Service Period for access by Customer ("Service Availability"). Service Availability measurement shall be applied to the production environment, and the points of measurement for all monitoring shall be the servers and the Internet connections at CentralSquare's hosted environment. CentralSquare has technology monitoring, measuring, and recording Service Availability. The Customer, at their discretion, may also employ monitoring tools, so long as such tools do not to override CentralSquare's measurements for the purposes of calculating Service Availability. Additionally, the use must be: 2.3.1.1. mutually agreed upon by CentralSquare and the Customer. 2.3.1.2. paid, installed and maintained by the Customer. 2.3.1.3. non-invasive and may not reside on CentralSquare's systems. 2.4. Calculation. Service Availability for a given month shall be calculated using the following calculation: 2.4.1. The total number of minutes which the service was NOT available in a given month shall be subtracted from the total number of minutes available in the given month. The resulting figure is divided by the total number of minutes available in the given month. 2.4.2. Service Availability Targets are subject to change due to the variance of the number of days in a month. 2.4.3. The total number of minutes which the service was NOT available in a given month shall exclude minutes associated with scheduled or emergency maintenance. 2.5. Remedv. If the Service Period target measurement is not met then the Customer shall be entitled to a credit DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 calculated as follows: Service Availability in the relevant Percentage Reduction in Monthly Fee for Service Period the Subsequent Service Period Less than 99.9% but greater than or equal to 99.0% 5% Less than 99.0% but greater than or equal to 95.0% 10% Less than 95% 20% 2.6. If not directly reported by CentralSquare, Credit entitlement must be requested by the Customer within sixty (60) days of the failed Target. Customer shall not be entitled to offset any monthly Solutions fee payments, nor withhold fee payments, on account of a pending credit. Customer shall not be eligible for credits for any period where Customer is more than thirty (30) days past due on their account. CentralSquare will provide reporting, showing performance and service levels. 3. Server Performance & Capacity. 3.1. CentralSquare shall provide sufficient server capacity for the duration of this hosting Agreement to meet the reasonable performance requirements for the number of concurrent system users provided for in this Agreement. If the Customer requests, at some later date, to add additional Solutions, increase user licenses, increase storage or processing requirements, and/or request additional environments, these requests will be evaluated and if additional resources are required to support modifications, additional fees may apply. 3.2. "In -network" is defined as any point between which the data packet enters the CentralSquare environment and subsequently departs the CentralSquare environment. Any point of communications outside of the CentralSquare protected network environment shall be deemed as "out -of -network." CentralSquare is not responsible for Internet connectivity and/or performance out -of -network. 4. System Maintenance. 4.1. Solutions maintenance and uparades. CentralSquare will provide all hosted systems and network maintenance as deemed appropriate and necessary by CentralSquare. Maintenance and upgrades will be scheduled in advance with the Customer's primary contact if they fall outside of the designated hours set aside for this function of Sundays from 12:00 AM to 12:00 PM. 4.2. Hardware maintenance and uparades. Hardware maintenance and upgrades will be performed outside of the Customer's standard business hours of operation and the Customer will be notified prior to the upgrade. 4.3. Emeraency maintenance. Emergency situations will be handled on a case -by -case basis in such a manner as to cause the least possible disruption to overall system operations and availability without negatively affecting system stability and integrity. CentralSquare will attempt to notify the Customer promptly; however, if no contact can be made, CentralSquare management may deem it necessary to move forward with the emergency maintenance. 5. Incident Response. Incidents are defined as interruptions to existing service and can range in priority from urgent to low depending on the impact to the Customer. CentralSquare will make commercially reasonable efforts to respond to Solutions incidents for live production systems using the following guidelines: Priority Impact Description Performance Target Minimum Level Performance Goal % 1 Urgent An Incident that results in loss of Customer connectivity to all of the Solutions or results in loss, corruption or damage to Customer's Data. 2 Critical An Incident that has an adverse material impact on the performance of the Solutions or materially restricts Customer's day-to- day operations. 3 Non -Critical An Incident that does not result in a failure of the Solutions but a fault exists that restricts the Customer's use of the Solutions. CentralSquare will 95% respond within 1 hour of the issue being reported. CentralSquare will 95% respond within 2 hour,, of the issue being reported. CentralSquare will 95% respond within 4 hour; of the issue being reported. DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 4 Minor An Incident that does not affect or which CentralSquare will 95% has minimal adverse impact on the use of respond within 24 the Solutions. hours of the issue beinq reported. 5.1. Measurement. CentralSquare shall track and report on response and resolution time for application and hosting support issues identified by the Customer. 6. Disaster Recovery. CentralSquare provides disaster recovery services for Solutions. The costs for these disaster recovery services are included in the monthly fees. In the event that a disaster renders the Customer's data center inaccessible or non-functional, CentralSquare will provide the ability to connect to the appropriate data center using software provided by CentralSquare. This will allow the Customer to connect to their systems from a remote site to the previously identified critical functions, however functionality may be diminished due to lack of access to hardware and/or software located in the Customer's facilities. 7. Exceptions. CentralSquare shall not be responsible for failure to carry out its service and maintenance obligations under this Agreement if the failure is caused by adverse impact due to: 7.1. defectiveness of the Customer's environment, Customer's systems, or due to Customer corrupt, incomplete, or inaccurate data reported to the Solutions, or documented Defect. 7.2. denial of reasonable access to Customer's system or premises preventing CentralSquare from addressing the issue. 7.3. material changes made to the usage of the Solutions by Customer where CentralSquare has not agreed to such changes in advance and in writing or the modification or alteration, in any way, by Customer or its subcontractors, of communications links necessary to the proper performance of the Solutions. 7.4. a force majeure event, or the negligence, intentional acts, or omissions of Customer or its agents. 8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For critical impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved. 9. Service Requests. Service requests are new requests that will take less than 8 hours to accomplish. For new requests that require additional time, CentralSquare will prioritize these requests, and determine if extra time is needed to order equipment or software. 10. Non -Production Environments. CentralSquare will make commercially reasonable efforts to provide non - production environment(s) during Customer business hours. Non -production environments are not included under the metrics or service credit schedules discussed in this Exhibit. 10.1.Maintenance. All forms of maintenance to be performed on non -production environments will follow the exact structure and schedules outlined above in Section 3 for regular System Maintenance. 10.2.Incidents and service reauests. Non -production environment incidents are considered priority 3 or 4, dictated by circumstances and will be prioritized and scheduled similar to production service requests. 11. Virtual Private Network (VPN) Concentrator. If Customer's desired system configuration requires the use of a VPN concentrator, including router, this will be provided by CentralSquare. It will reside at Customer's location but is, and shall remain the property of CentralSquare. 12. Customer Cooperation. Customer may be asked to perform problem determination activities as suggested by CentralSquare. Problem determination activities may include capturing error messages, documenting steps taken and collecting configuration information. Customer may also be requested to perform resolution activities including, for example, modification of processes. Customer agrees to cooperate with such requests, if reasonable. 13. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and organization of its staff in the operation of the Solutions. 14. Development Work. The Support Standards do not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Solutions, except such work as may be specifically purchased and outlined in Exhibit 1. CentralSquare retains all Intellectual Property Rights in development work performed and Customer may request consulting and development work from CentralSquare as a separate billable service. 15. Telephone Support & Support Portal 15.1. Hours. CentralSquare shall provide to Customer, Monday through Friday, 8:00 A.M. to 5:00 P.M. Customer's Local Time within the continental United States, excluding holidays ("5x9"). CentralSquare shall provide to Customer, during the Support Hours, commercially reasonable efforts in solving errors reported by the Customer DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 as well as making available an online support portal. Customer shall provide to CentralSquare reasonably detailed documentation and explanation, together with underlying data, to substantiate errors and to assist CentralSquare in its efforts to diagnose, reproduce and correct the error. This support shall be provided by CentralSquare at Customer location(s) if and when CentralSquare and Customer agree that on -site services are necessary to diagnose or resolve the problem. If a reported error did not, in fact, exist or was not attributable to a defect in the Solutions or an act or omission of CentralSquare, then Customer shall pay for CentralSquare's investigation and related services at CentralSquare's standard professional services rates. Customer must provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Agreement, including remote access to the Specified Configuration. 15.2.Releases. Customer shall promptly install and/or use any Release provided by CentralSquare to avoid or mitigate a performance problem or infringement claim. All modifications, revisions and updates to the Solutions shall be furnished by means of new Releases of the Solutions and shall be accompanied by updates to the Documentation whenever CentralSquare determines, in its sole discretion, that such updates are necessary. 15.3.Case Number. Measured from the moment a Case number is created. As used herein a "Case number" is created when a) a CentralSquare 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. DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-1B3A6C9D50E9 EXHIBIT 4 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 roundtrip 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. DocuSign Envelope ID: 63E7A25C-0727-4F16-B48A-lB3A6C9D50E9 EXHIBIT 5 Sample COI A CERTIFICATE OF LIABILITY INSURANCE I DATEtmkiOl1212022r2022 YYYY) THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERIS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement) PRODUCER CONTACT MARSH USA, INC NAME PHONE FAX TWO ALLIANCE CENTER (A10 No I m. Nor 3560 LENOX ROAD, SUITE 2400 EMAIL ATLANTA, GA 30326 ADDRESS' INSURERLSI AFFORDING COVERAGE NA IC# CN130114897-E0IC-GAWU-22-_23 INSURER A: The ilhaft-Br Oak Fire Insurance CO., 25H15 INSURED INSURER B: Phoenix Insurance Cornpany 25623 CenlralSquareTechnologies, LLC 1GG0 Business Center Drive . INSURER c: Traul:tefs Ptgpelty_Casualty CDmlaany0f America 25674 Lake Mary, FL32746 INSURERD: TrayelersCasu"And&netgCsmpany 19038 INSURERE: AIG SoFraa Hv lnsurance�pmpany 26883 INSURER F : COVERAGES CERTIFICATE NUMBER: ATL-0%494481-00 REVISION NUMBER: 0 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN fSSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH "OUCIES.' IMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. INSR TypE OF INSURANCE ADDL SUBR POLICY EFF POLICY EXP LIMITS LTR INSD WVD POLICY NUMBER IMMIDDIYYYYI iMMIDDIYYYYI A TMERCIAL GENERAL LIABILITY H-530-65755660-CCF-22 0861/2022 ce13112023 EACH OCCURRENCE 5 1,000000 DAMACLAIMS-MADE XJ OCCUR PREMISES Ea PREMISES RENTED ocGurrence3 S MED EXP (Any one person) S 12,000 PERSONAL & Al INJURY 5 1,002.000 GEN'L AGGREGATE LIMITAPPLIES PER. GENERAL AGGREGATE 5 2,000.000 X POLICY C PRO ECT LOC PRODUCTS - COMPIOPAGG 5 2,000.000 OTHER. 3 B AUTOMOBILE LULBILITY BA-05783539-22-13-G 03l3112022 JOV2023 COMBINED SINGLE LIMIT 9 1,0�000 (Ea accoent) ANY AUTO BODILY INJURY IF., person) 8 OWNED SCHEDULED BODILY INJURY (Per accident) S AUTOS ONLY AUTOS HIRED NON OWNED PROPERTYDAMAGE 3 'Y AUTOS ONLY x AUTOS ONLY Per aGGidart7 S C X. UMBRELLA IOCCUR CUP-65801390 G813112022 08i3112023 EACH OCCURRENCE s 10,000,000 EXCESS LIAB CLAIMS- AGGREGATE 5 10,000,000 DEC X I RETENTIONS 1 n n00 I S D ''WORKERS COMPENSATION UMS783668-22-I3-G 06/3112022 0111112123 X PER OTH AND EMPLOYERS' LIABILITY STATUTE ER ANYFROPREETORtRARTNER/EXECUTIVE YIN NIA E.L. EACH ACCIDENT uT 1,00G000 OFFICE Red EMBEREXCLUDED% (Mandatory In NH) EL DISEASE - EA EMPLOYEEI, S I,o0Q 000 If yes, describe under DESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY LIMIT S 1,000.000 E 1 015930526 096012022 08/31/2023 Limit 5,000,000 SIR 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) Evidence of Insurance CERTIFICATE HOLDER CANCELLATION CentralSquare Technologies LLC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1000 Business Center Drive THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Lake Mary, FL 32746 ACCORDANCE WITH THE POLICY PROVISIONS. AUTHORIZED REPRESENTATIVE of Marsh USA Inc. I ©1988-2016 ACORD CORPORATION. All fights reserved. ACORD 25 (2018103) The ACORD name and logo are registered marks of ACORD M&C Review Page 1 of 3 ACITY COUNCIL AGEND Create New From This M&C DATE: 6/27/2023 REFERENCE **M&C 23- NO.: 0525 CODE: C TYPE: CONSENT Official site of the City of Fort Worth, Texas Fore 04CENTRALSQUARE LOG NAME: TECHNOLOGIES UNIFY HUB SOFTWARE FOR CAD PUBLIC NO HEARING: SUBJECT: (ALL) Authorize Execution of an Amendment to City Secretary Contract No. 48482 with CentralSquare Technologies LLC for CentralSquare Unify Hub Software in the Amount of $157,852.50 for the First Year and Recurring Fees of $87,400.00 Annually for the Fort Worth Fire Department and Fort Worth Police Department through the Information Technology Solutions Department RECOMMENDATION: It is recommended that City Council authorize the execution of an amendment to City Secretary Contract 48482 with CentralSquare Technologies LLC for CentralSquare Unify Hub software in the amount of $157,852.50 for the first year and recurring fees of $87,400.00 annually with renewal options for the Fort Worth Fire Department and Fort Worth Police Department through the Information Technology Solutions Department. Q6_111101*9ICZto On January 23, 2007, City Council approved Mayor and Council Communication (M&C) C-21944 for a Computer Aided Dispatch (CAD) and Station Alerting System with CentralSquare Technologies LLC (formerly TriTech Software Systems) for an initial cost of $6,840,000.00. On November 13, 2018, City Council approved M&C P-12272 to amend the CentralSquare (TriTech) agreement for up to $800,000.00 for software and license fees, training, and software maintenance for the CAD system, Station Alerting System, Mobile Data and Records Management System. On August 12, 2022, the City executed City Secretary Contract (CSC) 48482 Amendment No. 4 to increase the CentralSquare CAD system software support services to $845,679.33. CSC Amendment No. 5 executed August 23, 2022, added Standard Livescan publisher License Fee and professional services in the amount of $19,250.36 and recurring maintenance fee of $2,090.36 for Municipal Court. The new total contract amount was $867,020.05. CSC 48482 Amendment No. 6 added $17,355.00 for professional services for Enterprise Records Training System Scale Out for the Police Department; the new total contract amount following execution of CSC 48482-A6 on February 13, 2023 was $884,375.05. On May 1, 2023, the City executed CSC 48482 Amendment No. 7 to add Enterprise CAD ASAP Interface annual subscription at the cost of $1,471.44. The current total contract amount is not to exceed $885,846.49. The City of Fort Worth Fire Department, Fort Worth Police Department and MedStar share a CAD -to - CAD interface between the City of Fort Worth CentralSquare Technologies LLC CAD and MedStar's LOGIS CAD. The existing interface allows for calls to be shared between the three agencies over a network interface directly into each agency's CAD system. The current CAD system allows for automatic call sharing between the agencies without direct phone or radio contact. The CentralSquare Unify Hub is an interface that allows for not only automatic call sharing but also provides the following enhancements: • Fully functional two-way connection between CAD systems; http://apps.cfwnet.org/council_packet/mc review.asp?ID=31153&councildate=6/27/2023 6/27/2023 M&C Review Page 2 of 3 Ability to see that AVL (Automated Vehicle Location) of Police, Fire and EMS units over the interface; Includes messaging capabilities that will allow dispatchers to communicate over the interface without having to make a contact via radio or telephone; CentralSquare Unify Hub allows for expansion to other first responder agencies. The CentralSquare Unify Hub will provide participating agencies the ability to better respond to quickly changing incidents. Each agency will be able to see other agency's pending and assigned incidents including locations of available and responding apparatus. Once units arrive on the scene of an incident, responders will be able to more easily find each other. This M&C is to request authorization to execute CSC 48482 Amendment No. 8 to implement CentralSquare Unify Hub software for an initial cost of $157,852.50 and recurring costs of $87,400.00 annually. Upon approval and execution of the amendment, the new total cost of CSC 48482 will be $1,131,098.99. CentralSquare Technologies LLC is the documented sole source provider for support and maintenance to the existing City of Fort Worth Fire Department and Police Department Computer - Aided -Dispatch system. Funding is budgeted in the Fire Communication Department rollup within the General Fund and in the Information Technology Solutions Departments ITS Capital Fund for the purpose of funding the FY23 ITS Central Square Unify project, as appropriated. BUSINESS EQUITY: 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 purchase of goods or services is from a sole source where subcontracting or supplier opportunities are negligible. ADMINISTRATIVE CHANGE ORDER: An administrative change order or increase may be made by the City Manager up to the amount allowed by relevant law and the Fort Worth City Code and does not require specific City Council approval as long as sufficient funds have been appropriated. AGREEMENT TERMS: Upon City Council approval, this agreement shall begin upon execution of CSC 48482 Amendment No. 8 by the Assistant City Manager and expire September 30, 2023. The agreement may be renewed for four additional one-year renewal terms beginning October 1, 2023. RENEWAL OPTIONS: The agreement may be renewed at the City's option for four (4) additional one- year renewal terms. 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. FISCAL INFORMATION/CERTIFICATION: The Director of Finance certifies that funds are available in the current capital budget, as previously appropriated, in the ITS Capital Fund for FY23 ITS Central Square Unify project and in the current operating budget, as previously appropriated, in the General Fund to support the approval of the above recommendation and execution of the contract amendment. Prior to an expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. TO Fund Department Account Project 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: Valerie Washington (6192) http://apps.cfwnet.org/council_packet/mc review.asp?ID=31153&councildate=6/27/2023 6/27/2023 M&C Review Page 3 of 3 Oriqinatinq Department Head: Additional Information Contact: ATTACHMENTS Kevin Gunn (2015) Mark Deboer (8598) 04AUTHORIZE AMENDMENT TO CITY SECRETARY CONTRACT 48482 CENTRAL funds availabilitv.r)df (Public) FID Table CentralSquare Unifv.XLSX (CFW Internal) Form 1295 Unifv Hub 2023-1019343.r)df (CFW Internal) Request for Waiver CentralSquare comi)leted.i)df (CFW Internal) http://apps.cfwnet.org/council_packet/mc review.asp?ID=31153&councildate=6/27/2023 6/27/2023