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HomeMy WebLinkAbout062539-A1R2 - General - Contract - Brightly Software, Inc.62539-Al R2 CSC: FIRST AMENDMENT AND SECOND RENEWAL TO CITY OF FORT WORTH CITY SECRETARY CONTRACT NO. 62539 This First Amendment and Second Renewal is entered into by and between the CITY OF FORT WORTH ("City"), and Brightly Software, Inc. ("Vendor"). City and Vendor may be referred to individually as a Party and collectively as the Parties. WHEREAS, on December 31, 2024, the Parties entered City Secretary Contract No. 62539 for the vendor to provide cloud -based software for managing TPW assets; WHEREAS, it is the collective desire of both City and Vendor to amend the Agreement to increase the annual compensation amount by $5,783.15 for a total annual compensation amount up to $99,957.15; WHEREAS, it is the collective desire of the Parties to amend the Agreement to replace Exhibit B with an updated quote; WHEREAS, The above referenced Agreement with the City of Fort Worth expired on March 31, 2025. Between April 1, 2025, and March 31, 2026, the parties have continued operating under the agreement by providing services and paying for services; and WHEREAS, the Parties desire to memorialize the first renewal (April 1, 2025, through March 31, 2026) and renew the contract for its second renewal term. NOW, THEREFORE, the Parties, acting herein by and through their duly authorized representatives, enter into the following agreement: 1. AMENDMENT TO AGREEMENT 1. The Compensation Section of the Agreement is hereby amended to be and read as follows: City shall pay Vendor in accordance with the payment terms in Exhibit A and in accordance with the provisions of this Agreement. Total payment made under this Agreement by City shall not exceed Ninety Nine Thousand Nine Hundred and Fifty Seven Thousand Dollars and Fifteen Cents (99,957.15) annually. Vendor shall not provide any additional items or services or bill for expenses incurred for City not specified by this Agreement unless City requests and approves in writing the additional costs for such services. City shall not be liable for any additional expenses of Vendor not specified by this Agreement unless City first approves such expenses in writing. 2. Exhibit B of the Agreement is deleted in its entirety and replaced with the attached Exhibit B. OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment and Second Renewal to Fort Worth City Secretary Contract No.62539 Page 1 of 4 CSC: 2. RENEWAL OF AGREEMENT The Agreement, as amended herein, is hereby renewed for its Second Renewal Term, beginning April 1, 2026, and ending on March 31, 2027. 3. 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. 4. ELECTRONIC SIGNATURE This Amendment and Renewal 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. [SIGNATURE PAGE FOLLOWS] First Amendment and Second Renewal to Fort Worth City Secretary Contract No.62539 Page 2 of 4 CSC: IN WITNESS WHEREOF, the Parties hereto have executed this first amendment and second renewal; to be effective the day the Assistant City Manager signs this amendment. ACCEPTED AND AGREED: CITY OF FORT WORTH CONTRACT COMPLIANCE MANAGER: By signing I acknowledge that I am the person responsible for the monitoring and administration of this contract, including ensuring all By: performance and reporting requirements. Name: Jesica L. McEachern Title: Assistant City Manager 03/31/2026 By: Name: Annie Anand APPROVAL RECOMMENDED: Title: Business Process Manager APPROVED AS TO FORM AND LEGALITY: By: Lauren Prieur (Mar 30, 2026 14.17:14 CDT) Name: Lauren Prieur Title: Transportation and Public Works Director By: Name: Amarna Muhammad 0 vonn ATTEST: 41 F°nr°Ila � o ��a!�opad og=d Title: Assistant City Attorney p� �o Ov8 CONTRACT AUTHORIZATION: da4pnnEXA?op M&C: N/A By: Name: Jannette Goodall Title: City Secretary Brightly Software, Inc. Brightly Software, Inc. Brian Benfe (Mar 27, 2026 17:13:00 EDT) By.��- Saanchika Weera ghe (Mar 27, 2026 17:07:36 EDT) Name: Brian Benfer Name: Saan�chika Weerasinghe Title: SVP, Sales Title: CFO OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX First Amendment and Second Renewal to Fort Worth City Secretary Contract No.62539 Page 3 of 4 CSC: EXHIBIT B Pricing Table and Quote Government Price Book I Startegic Asset Management Cities Muni / City Pop 0 - 3.999 0 3.999 $ 9.264 Custom $ 4.168 $ 1.813 Muni / City Pop. 4.000 - 8,999 4,000 8.999 9.264 Custom 4,168 2,648 Muni / City Pop 9 000 - 14,999 9,000 14.999 9.264 Custom 4.168 4,116 Muni / City Pop 15 000 - 21,999 15,000 21,999 12 403 Custom 5,581 5,502 Muni / City Pop 22,000 - 29.999 22,000 29.999 15.543 Custom 6,993 6.904 Muni / City Pop 30 000 - 44,999 30.000 44,999 20.722 Custom 9.324 9.207 Muni / City Pop. 45.000 - 59,999 45,000 59.999 25.430 Custom 11,443 11 291 Muni / City Pop 60.000 - 89,999 60,000 89.999 30.141 Custom 13,562 13.383 Muni / City Pop 90 000 - 119.999 90,000 119.999 34,380 Custom 15,471 15 266 Muni / City Pop 120.000 - 149.99 120,000 149,999 39,089 Custom 17,589 17.358 Muni / City Pop 150,000 - 179.99 150,000 179.999 43.798 Custom 19.709 19.443 Muni / City Pop 180 000 - 249 99 180,000 249 999 48.508 Custom 21.829 21.533 Muni / City Pop 250,000 250,000 - Custom Custom Custom Custom First Amendment and Second Renewal to Fort Worth City Secretary Contract No.62539 Page 4 of 4 PREPARED FOR City Of Fort Worth ("Customer") PREPARED BY Brightly Software Inc 4242 Six Forks Road, Suite 1400 Raleigh, NC 27609 PUBLISHED ON March 25, 2026 Q-455061 October 21, 2025 City Of Fort Worth Thank you for your continued support of our market leading solutions for improving efficiency in operations. We are excited about providing you with online tools that will help you save money, increase efficiency and improve services. Brightly is dedicated to providing best in class solutions, including the following for City Of Fort Worth. Service Term: 12 months (01/01/2026-12/31/2026) Capital Predictor Enterprise 1/1/2026 12/31/2026 55,224.73 USD Predictor Streets/Signs/Sidewalks 1/1/2026 12/31/2026 Included Predictor Storm Water 1/1/2026 12/31/2026 45,332.42 USD Work Planner 1/1/2026 12/31/2026 0.00 USD** Concession:-600.00 USD Renewal: 99,957.15 USD **Brightly will provide access to Work Planner at no cost for the 2026 subscription term only. Beginning with the 2027 subscription term, standard pricing will apply as set forth in Brightly's then -current price list or as otherwise agreed in writing by the parties. • Omnia Partners Contract Number: R210702 discount has been included • https://www.omniapartners.com/suppliers/brightly/public-sector 2 Order terms BY SIGNING THIS ORDER FORM-WHETHERBY ELECTRONIC_QR WRITTEN SIGNATURE, YOU ARE PLACING A BINDING ORDER FOR THE OFFERINGS SHOWN. IF THE INDIVIDUAL ENTERING INTO THIS AGREEMENT IS ACCEPTING ON BEHALF OF AC PANYOR OTHER LEGAL ENTITY THE INDIVIDUAL REPRESENTS THAT THEY HAVE THEA THORITYT BIND SUCH ENTITY AND ITS AFFILIATES TO THE TERMS AND CONDITIONS OF THIS AGREEMENT, IN WHICH CASE THE TERM "CUSTOMER" SHALL REFER TO SUCH ENTITY AND ITS AFFILIATES. IF THE INDIVIDUAL ACCEPTING THIS AGREEMENT DOES NOT SUCH AUTHORITY OR DOES NOT AGREE WITH THE TERMS AND CONDITIONS SE FT ORTH HEREIN, THE INDIVIDUAL MUST NOT ACCEPT THIS AGREEMENT AND MAY NOT USE THE OFFERINGS, A. The "Effective Date" of the Agreement between Customer and Brightly Software, a Siemens Company ("Siemens") is the date Customer accepts this Order B. Proposal expires in sixty (60) days. C. The Siemens entity entering into this Agreement is Brightly Software, Inc., a Delaware corporation, and the notice address shall be Corporate Trust Center, 1209 Orange Street, Wilmington, DE 19801 USA, Attn: Brightly Software. D. By accepting this Order, and notwithstanding anything to the contrary in any other purchasing agreement, Customer agrees to pay all relevant Subscription Fees for the full Subscription Term defined above. E. Payment terms: Net 30 F. This Order and its Offerings will be subject to the terms and conditions of the Terms of Service (the Base Terms together with any applicable Supplemental Terms) found at http://brightlysoftware.com/terms (htt :/p /b ightlysoftware.com/terms) ("Agreement"), unless Customer has a separate written agreement executed by Brightly Software, Inc. for the Offerings, in which case the separate written agreement will govern its defined Term. Acceptance is expressly limited to the terms of the Agreement. No other terms and conditions will apply. The terms of any purchase order or other document from Customer are excluded and such terms will not apply to the Order and will not supplement or modify the Agreement irrespective of any language to the contrary in such document. G. Where the Customer is a state, local, or public education entity created by the laws of the applicable state, Siemens and Customer agree that the provisions of the State, Local Government, and Higher Education Addendum ("SLED Addendum") found at htt :/p /brightlysoftware.com/terms (htt :/p /brightlysoftware.com/terms) take precedence over any conflicting terms in the Agreement to the extent the deviations set forth therein are required by applicable law. H. Siemens shall invoice Customer and Customer agrees to pay Siemens the amount specified on this Order. Quantities purchased may not be decreased during the relevant Subscription Term. Customer is responsible for providing complete and accurate billing and contact information to Siemens and notifying Siemens promptly of any changes to such information. I. If Customer is paying by credit card or Automated Clearing House ("ACH"), Customer shall establish and maintain valid and updated credit card information or a valid ACH auto debit account (in each case, the "Automatic Payment Method"). Upon establishment of such Automatic Payment Method, Siemens is hereby authorized to charge any applicable fees, including any processing fees, using such Automatic Payment Method. J. Customer is responsible for paying all taxes associated with its purchases hereunder. Siemens shall invoice Customer and Customer shall pay that amount unless Customer provides Siemens with a valid tax exemption certificate, direct pay permit, or other government -approved documentation. Notwithstanding the foregoing, Customer is responsible for, and, to the extent permitted by law, will indemnify Siemens for: 1) any encumbrance, fine, penalty or other expense which Siemens may incur as a result of Customer's failure to pay any taxes required hereunder, and 2) any taxes, including withholding taxes, resulting from making an Offering available to Users in geographic locations outside the country in which Customer is located as per the Order. For clarity, Siemens is solely responsible for taxes assessable against Siemens based on its income, property and employees. K. Siemens maintains the right to increase fees within the Subscription Term for Recurring Fee Offerings by an amount not to exceed the greater of prices shown in the investment table or the applicable CPI and other applicable fees and charges every 12 months. Any additional or renewal Subscription Terms will be charged at the then -current rate. L. In the event Customer purchases the Cloud Services (including any renewals thereof) through an authorized reseller of Siemens, the terms and conditions of this Agreement shall apply and supersede any other agreement except for any terms and conditions related to fees, payment or taxes. Such terms and conditions shall be negotiated solely by and between Customer and such authorized reseller. In the event Customer ceases to pay the reseller, or terminates its agreement with the reseller, Siemens shall have the right to terminate Customer's access to the Cloud Services at any time upon thirty (30) days' notice to Customer unless Customer and Siemens have agreed otherwise in writing. Cloud Services A. Billing frequency: Annual B. Cloud Services Offerings will be subject to the terms and conditions of the General Software and Cloud Supplemental Terms found at http://brightlysoftware.com/terms (htt :/p /brightlysoftware.com/terms) . C. The Offerings in this Order will not automatically renew. The Customer may renew for additional periods of no less than one year by written notice of Customer's intent to renew the subscription not less than forty-five (45) days prior to the expiration of the then -current Subscription Term. D. During the Term, Siemens shall, as part of Customer's Subscription Fees provide telephone and email support ("Support Services") 24 hours/day, 7 days/week. E. Siemens shall use commercially reasonable efforts to make its Software or Cloud Service available 99.9% of the time for each full calendar month during the Subscription Term, determined on twenty-four (24) hours a day, seven (7) days a week basis (the "Service Standard"). The Service Standard availability for access and use by Customer(s) excludes unavailability when due to: (a) any access to or use of the Cloud Service by Customer or any Account User that does not strictly comply with the terms of the Agreement or the Documentation; (b) any failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under the Agreement; (c) Customer's or its Account User's Internet connectivity; (d) any Force Majeure Event; (e) any failure, interruption, outage, or other problem with internet service or non -Cloud Service; (f) Scheduled Downtime; or (g) any disabling, suspension, or termination of the Cloud Service by Siemens pursuant to the terms of the Agreement. "Scheduled Downtime" means, with respect to any applicable Cloud Service, the total amount of time (measured in minutes) during an applicable calendar month when such Cloud Service is unavailable for the majority of Customer's Account Users due to planned Cloud Service maintenance. To the extent reasonably practicable, Siemens shall use reasonable efforts to provide eight (8) hours prior notice of Cloud Service maintenance events and schedule such Cloud Service maintenance events outside the applicable business hours. F. USE OF APIS. Customer is authorized to use any Application Programming Interface that is either: i) identified as a Cloud Services Offering, or ii) identified as published in the Documentation (collectively the "APIs") as part of any Offering for Customer's internal business purposes only. Customer may not use the APIs to enable unauthorized use of the Cloud Services. Customer may purchase a separate license to use certain published APIs to develop software for use solely in conjunction with the Cloud Services. Customer is prohibited from reselling any software 0 F developed through the use of the APIs unless (a) Customer is separately authorized to do so as a member of a Siemens partner program, or (b) Customer has purchased an Offering which include APIs that explicitly allows Customer to develop software for Customer's internal use or for resale under terms and conditions at least as protective as this Agreement. Customer may not otherwise modify, adapt, or merge the Offerings. Siemens has no obligations or liability for software developed by Customer using the APIs. Customer is prohibited from using unpublished APIs under any circumstances. G. Siemens reserves the right to block IP addresses originating from a Denial of Service (DoS) attack. Siemens shall notify Customer should this condition exist and inform Customer of its action. Once blocked, an IP address shall not be able to access the Cloud Service and the block may be removed once Customer is satisfied corrective action has taken place to resolve the issue. Siemens also reserves the right to suspend or terminate service if Customer: 1) performs load tests, network scans, penetration tests, ethical hacks or any other security auditing procedure on the Cloud Service, 2) interferes with or disrupts the integrity or performance of the Cloud Service or data contained therein, or 3) otherwise violates the use restrictions under this Agreement. H. Customer is entitled to access and use the Offerings only as explicitly described in the Documentation. These Offerings are intended for Customer's internal business operations only. There are no additional Entitlements or rights to use the Offerings or their related APIs beyond what is specified. Any other access or use is strictly prohibited under the Terms. I. At the time of this Order, the implementation of the requirements of the Cyber Resilience Act EU 2024/2847 ("CRA") is not yet mandatory in the European Union (EU) due to its transitional periods. Not all clarifications on measures that the Customer and contractor will take to implement the new requirements within the project implementation can currently be completed. Therefore, the parties agree that the project scope and contract price agreed upon at the time of Agreement conclusion do not yet include any necessary measures to implement the CRA requirements. Siemens will present the implementation of these measures together with an adjustment of the contract price and schedules considering any additional expenses of the contractor in the appropriate project phases through the Change Request procedure. Additional information A. Prices shown above 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, 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. Tax exemption certifications can be sent to accountsreceivable(@brightlysoftware.com (mailto:accountsreceivablePbrightlysoftware.com). B. Billing frequency other than annual is subject to additional processing fees. C. Provide Siemens with the purchase order number, if applicable. Acceptance of this Order without a purchase order number indicates that a purchase order is not necessary. Please reference Q-455061 on any applicable purchase order and email to Purchaseorders(@Brightlysoftware.com (mailto:Purchaseorders(cBrightlysoftware.com) D. Brightly Software, Inc. can provide evidence of insurance upon request. Signature Presented to: City Of Fort Worth - Q-455061 October 21, 2025, 1:58:45 PM Accepted by: Anamika (Annie) Anand Printed Name .Ar�hu/� �.Aruii-e� .Artcrcc� Signed Name Title 03/27/2026 Date Signature:5` Email: allison.tidwell@fortworthtexas.gov FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: Brightly Software Inc Subject of the Agreement: Brightly Software Renewal M& Approved by the Council? * Yes ❑ No ❑✓ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes 0 No ❑ If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No ❑✓ If unsure, see back page for permanent contract listing. Is this entire contract Confidential? *Yes ❑ No 0 If only specific information is Confidential, please list what information is Confidential and the page it is located. Effective Date: 04/01 /2026 Expiration Date: 03/31 /2027 If different from the approval date. If applicable. Is a 1295 Form required? * Yes ❑ No ❑✓ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: Ifapplicable. 106005, 105309, and 105142. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes ❑ No P1 Contracts need to be routed for CSO processing in the following order: 1. Katherine Cenicola (Approver) 2. Jannette S. Goodall (Signer) 3. Allison Tidwell (Form Filler) *Indicates the information is required and if the information is not provided, the contract will be returned to the department.