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HomeMy WebLinkAbout048482-NA1 - General - Contract - CentralSquare Technologies, LLCDocusign Envelope ID: D57EDOOD-C63A-85FC-81FC-6CF56E362487 CSC No. 48482-NAl hL 11 XI '7] MIXIMO xMMM" 9 D1 Flu 1 of This Network Access Agreement ("Agreement") is made and entered into by and between the City of Fort Worth ("City,") a Texas home rule municipality, and CentralSquare Technologies, LLC ("Vendor,") a Delaware limited liability company. 1. The Network. The City owns and operates a computing environment and network (collectively the "Network"). Vendor wishes to access the City's network in order to provide support for the Public Safety Applications team, help maintain and implement software applications, and troubleshoot. In order to provide the necessary support, Vendor needs access to various City systems as it pertains to the services agreed upon in the Contract. 2. Grant of Limited Access. Vendor is hereby granted a limited right of access to the City's Network for the sole purpose of providing managed services to the Computer -Aided Dispatch (CAD) system, Station Alerting System, cloud -based platform and support the Public Safety Applications team. Such access is granted subject to the terms and conditions forth in this Agreement and applicable provisions of the City's Administrative Regulation D-7 (Electronic Communications Resource Use Policy), of which such applicable provisions are hereby incorporated by reference and made a part of this Agreement for all purposes herein and are available upon request. 3. Network Credentials. The City will provide Vendor with Network Credentials consisting of user IDs and passwords unique to each individual requiring Network access on behalf of the Vendor. If this access is being granted for purposes of completing services for the City pursuant to a separate contract, then, this Agreement will expire at the completion of the contracted services, or upon termination of the contracted services, whichever occurs first. Otherwise, access rights will automatically expire one (1) year from the date of this Agreement ("Expiration Date"). ® Services are being provided in accordance with City Secretary Contract No. 48482. ("Contract") ❑ Services are being provided in accordance with City of Fort Worth PeopleSoft Contract No. . ("PSK #") ❑ Services are being provided in accordance with the Agreement to which this Access Agreement is attached. ("Contract") ❑ Services are being provided without a City Secretary Contract at no cost to the City ❑ No services are being provided pursuant to this Agreement 4. Renewal. This Agreement shall renew in accordance with the term of the Contract or PSK #. If there is no Contract or PSK #, this Agreement may be renewed annually by City, in its sole discretion, at the end of the Expiration Date and each renewal term thereafter. Notwithstanding the scheduled contract expiration or the status of completion of services, Vendor shall provide the City with a current list of officers, agents, servants, employees or representatives that require Network credentials on an annual basis. Failure to adhere to this requirement may result in denial of access to the Network and/or termination of this Agreement. 5. Network Restrictions. Vendor officers, agents, servants, employees or representatives may not share the City -assigned user IDs and passwords. Vendor acknowledges, agrees and hereby gives its authorization to the City to monitor Vendor's use of the City's Network in order to ensure Vendor's compliance with this Agreement. A breach by Vendor, its officers, agents, servants, employees or representatives, of this Agreement and any other written instructions or guidelines that the City provides to Vendor pursuant to this Agreement shall be grounds for the City immediately to deny Vendor access to the Network Access Agreement (Rev. 8/28/19) OFFICIAL RECORD CITY SECRETARY FT. WORTH. TX Page I Of 4 Docusign Envelope ID: D57EDOOD-C63A-85FC-81FC-6CF56E362487 Network and Vendor's Data, terminate the Agreement, and pursue any other remedies that the City may have under this Agreement or at law or in equity. 6. Termination. In addition to the other rights of termination set forth herein, the City may terminate this Agreement at any time and for any reason with or without notice, and without penalty to the City. Upon termination of this Agreement, Vendor agrees to remove entirely any client or communications software provided by the City from all computing equipment used and owned by the Vendor, its officers, agents, servants, employees and/or representatives to access the City's Network. 7. Information Security. Vendor agrees to make every reasonable effort in accordance with accepted security practices to protect the Network credentials and access methods provided by the City from unauthorized disclosure and use. Vendor agrees to notify the City immediately upon discovery of a breach or threat of breach which could compromise the integrity of the City's Network, including but not limited to, theft of Vendor -owned equipment that contains City -provided access software, termination or resignation of officers, agents, servants, employees or representatives with access to City -provided Network credentials, and unauthorized use or sharing of Network credentials. 8. LIABILITY AND INDEMNIFICATION. VENDOR SHALL BE LIABLE AND RESPONSIBLE FOR ALL DAMAGES THAT THE CITY MAY INCUR DIRECTLY ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND EMPLOYEES, SHALL NOT BE LIABLE FOR ANY DAMAGES THAT VENDORMAY INCUR AS A RESULT OF THE CITY'S RESTRICTIONS TO OR DENIAL OF ACCESS TO VENDOR'S DATA ON ACCOUNT OF ANY BREACH OF THIS AGREEMENT BY VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES, OR FOR ANY REASONABLE SECURITY MEASURES TAKEN BY THE CITY. IN ADDITION, VENDORSHALL BE LIABLE AND RESPONSIBLE FOR ANY AND ALL PROPERTY LOSS, PROPERTY DAMAGE AND/OR PERSONAL INJURY, INCLUDING DEATH, AND ALL CLAIMS, DEMANDS AND JUDGMENTS THEREFOR, TO THE EXTENT CAUSED BY THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES. VENDOR, AT VENDOR'S OWN COST OR EXPENSE, HEREBY AGREES TO INDEMNIFY, DEFEND AND HOLD HARMLESS THE CITY, ITS OFFICERS, AGENTS, SERVANTS AND/OR EMPLOYEES FROM AND AGAINST ANY CLAIM, LAWSUIT, DEMAND OR OTHER ACTION TO THE EXTENT THAT THE SAME ARISES FROM THE NEGLIGENT ACT(S) OR OMISSION(S) OR INTENTIONAL MISCONDUCT OF VENDOR, ITS OFFICERS, AGENTS, SERVANTS OR EMPLOYEES. 9. Confidential Information. Vendor, for itself and its officers, agents, employees, and representatives, agrees that it shall treat all information provided to it by the City as confidential and shall not disclose any such information to a third parry without the prior written approval of the City. Vendor further agrees that it shall store and maintain City Information in a secure manner and shall not allow unauthorized users to access, modify, delete or otherwise corrupt City Information in any way. Vendor shall notify the City immediately if the security or integrity of any City information has been compromised or is believed to have been compromised. 10. Ri2ht to Audit. Vendor agrees that the City shall, during the initial term, any renewal terms, and until the expiration of three (3) years after termination or expiration of this contract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of the Vendor involving transactions relating to this Agreement. Vendor agrees that the City shall have access during normal working hours to all necessary Vendor facilities and shall be provided adequate and appropriate work space in order to conduct audits in Network Access Agreement (Rev. 8/28/19) Page 2 of 4 Docusign Envelope ID: D57EDOOD-C63A-85FC-81FC-6CF56E362487 compliance with the provisions of this section. The City shall give Vendor reasonable advance notice of intended audits. Vendor further agrees to include in all its subcontractor agreements hereunder a provision to the effect that the subcontractor agrees that the City shall, during the initial term, any renewal terms, and until expiration of three (3) years after termination or expiration of the subcontract, have access to and the right to examine at reasonable times any directly pertinent books, data, documents, papers and records, both hard copy and electronic, of such subcontractor involving transactions related to the subcontract, and further that City shall have access during normal working hours to all subcontractor facilities and shall be provided adequate and appropriate work space in order to conduct audits in compliance with the provisions of this paragraph. City shall give subcontractor reasonable notice of intended audits. 11. Agreement Cumulative. This Agreement is cumulative of and in addition to any written contracts, agreements, understandings or acknowledgments with the City signed by Vendor. This Agreement and any other documents incorporated herein by reference constitute the entire understanding and Agreement between the City and Vendor as to the matters contained herein regarding Vendor's access to and use of the City's Network. 12. Amendments. The terms of this Agreement shall not be waived, altered, modified, supplemented, or amended in any manner except by written instrument signed by an authorized representative of both the City and Vendor. 13. Assignment. Vendor may not assign or in any way transfer any of its interest in this Agreement. Any attempted assignment or transfer of all or any part hereof shall be null and void. 14. Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired. 15. Force Maieure. Each party shall exercise its best efforts to meet its respective duties and obligations as set forth in this Agreement, but shall not be held liable for any delay or omission in performance due to force majeure or other causes beyond their reasonable control (force majeure), including, but not limited to, compliance with any government law, ordinance or regulation, acts of God, acts of the public enemy, fires, strikes, lockouts, natural disasters, wars, riots, material or labor restrictions by any governmental authority, transportation problems and/or any other similar causes. 16. Governing Law / Venue. This Agreement shall be construed in accordance with the laws of the State of Texas. If any action, whether real or asserted, at law or in equity, is brought on the basis of this Agreement, venue for such action shall lie in state courts located in Tarrant County, Texas or the United States District Court for the Northern District of Texas, Fort Worth Division. 17. Signature Authority. By affixing a signature below, the person signing this Agreement hereby warrants that he/she has the legal authority to bind the respective parry to the terms and conditions in this agreement and to execute this Agreement on behalf of the respective party, and that such binding authority has been granted by proper order, resolution, ordinance or other authorization of the entity. The other party is fully entitled to rely on this warranty and representation in entering into this Agreement. [Signature Page Follows] Network Access Agreement (Rev. 8/28/19) Page 3 of 4 Docusign Envelope ID: D57EDOOD-C63A-85FC-81FC-6CF56E362487 [Executed effective as of the date signed by the Assistant City Manager below.] / [ACCEPTED AND AGREED:] City: AWV✓ &- By: Dianna Giordano (Jun 30, 2026 12:48:12 CDT) Name: Dianna Giordano Title: Assistant City Manager Date: 06/30/2026 CentralSquare Technologies, LLC DocuSigned by: By: row Q. QIn,�.t,V'S w Name: Ron A. Anderson Title: Chief Revenue Officul Date: 6/11 /2026 CITY OF FORT WORTH INTERNAL ROUTING PROCESS: Approval Recommended: By: Name: Kevin Gunn Title: Director, IT Solutions Approved as to Form and Legality: Candace a 41aya By: Candace Pagliara (Jun , 2026 07:52:57 CDT) Name: Candace Pagliara Title: Sr. Assistant City Attorney Contract Authorization: M&C: 26-0063 Approval Date: 01/27/2026 Form 1295: 2025-1402042 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. AL Z By: Domin ande (Jun 12, 2026 13:53:40 CDT) Name: Dominic Casagrande Title: Sr. IT Solutions Manager City Secretary By: Name: Title: Jannette Goodall City Secretary pQ44FORt�Il� �aa OA. d ° ° CoFo ° Ov8 �=d as 4b **00000000 bRpoav� OFFICIAL RECORD CITY SECRETARY FT. WORTH, TX Network Access Agreement (Rev. 8/28/19) Page 4 of 4 ACITY COUNCIL AGEND Create New From This M&C FORT WORTH REFERENCE **M&C 26- 04AMEND CENTRALSQUARE DATE: 1/27/2026 NO.: 0063 LOG NAME: CONTRACT FOR CAD, MOBILE AND RMS CODE: C TYPE: CONSENT PUBLIC NO HEARING: SUBJECT. (ALL) Authorize Execution of Amendment to Agreement with CentralSquare Technologies, LLC, to Increase Contract Amount by $889,222.64 for a Revised Annual Contract Amount Up to $2,252,740.00 for the Purchase of Additional Products and Services for the Computer Aided Dispatch, Mobile, and Records Management Systems and to Add Four One -Year Renewal Options at a Five Percent Annual Increase for the Information Technology Solutions Department RECOMMENDATION: It is recommended that the City Council authorize execution of an amendment to City Secretary Contract No. 48482 with CentralSquare Technologies, LLC, in the amount of $889,222.64 for a revised annual contract amount up to $2,252,740.00, for the purchase of additional products and services for the Computer Aided Dispatch, Mobile, and Records Management systems and add four one-year renewal options at a five percent annual increase for the Information Technology Solutions Department. DISCUSSION: On January 23, 2007, City Council approved Mayor and Council Communication (M&C) C-21944 to authorize execution of agreements with TriTech Software Systems for a new Computer Aided Dispatch (CAD) and Station Alerting system in a combined amount not to exceed $4,980,000.00 to replace the City's existing VisiNet software suite. City Secretary Contract (CSC) No. 34842, a System Purchase Agreement, and CSC No. 48482, a Software Support Agreement, were executed January 31, 2007 for initial implementation and the first year of annual maintenance. On December 15, 2009, City Council approved M&C P-11074 to authorize execution of an amendment to CSC 48482, the System Support Agreement, to add four additional, one-year renewal options in an annual amount up to $486,465.00. On August 20, 2013, City Council approved M&C P-11569 to authorize execution of a Sole Source Purchase Agreement in an annual amount up to $480,225.00. This M&C was utilized for purchase of additional support and maintenance of the existing VisiNet software suite under CSC 34842, the System Purchase Agreement. On December 13, 2016, City Council approved M&C C-28048 to authorize execution of amendments to the System Purchase Agreement and the System Support Agreement, in a combined amount of $978,817.00, for the upgrade and purchase of a Records Management System (RMS) for the Police Department. On September 12, 2017, City Council approved M&C C-28364 to authorize execution of an amendment to CSC 34842, the System Purchase Agreement, for the purchase of additional software licensing and annual support in the amount of $343,664.00 for the Police Department's RMS. On November 13, 2018, City Council approved M&C P-12272 to authorize execution of an amendment to CSC No. 48482, the Software Support Agreement, to add four (4) additional, one-year renewal options in an annual amount up to $800,000.00 for the purchase of annual software and licensing fees for the CAD, Station Alerting System, Mobile Data, and Records Management systems. On September 16, 2021, the City executed an Assignment to transfer all agreements between TriTech Software Systems and the City to CentralSquare Technologies, LLC (CentralSquare), as a result of the 2020 merger and acquisition by CentralSquare. On June 27, 2023, City Council approved M&C 23-0525 to authorize execution of an amendment to CSC No. 48482, the Software Support Agreement, for a one-time purchase of $157,852.50 and increase the annual amount by $87,400.00 for the purchase of CentralSquare Unify Hub software. On September 26, 2023, City Council approved M&C 23-0788 to authorize execution of an amendment to CSC No. 48482, the Software Support Agreement, to increase the annual contract amount to a revised annual amount up to $1,100,292.36, for the purchase of additional support and to add mobile licenses. On February 25, 2025, City Council approved M&C 25-0128 to authorize execution of an amendment to CSC No. 48482, the Software Support Agreement, to increase the annual contract amount to a revised annual amount up to $1,363,517.36, for the purchase of additional licenses needed for the creation of Fire Emergency Medical Services (EMS) and for the purchase of routing servers. This M&C requests authorization to increase the annual contract amount for the purchase of CentralSquare CAD Advisor remote managed services and Enterprise Clustering/SQL Server AlwaysON configuration and annual maintenance. The purchase of CentralSquare CAD Advisor will provide dedicated, proactive system administration support for the CAD and Mobile environments. This purchase will also support proactive system health monitoring, product life -cycle management, and advisory support to reduce the frequency and impact of system outages. The purchase of SQL Server AlwaysON provides high availability and disaster recovery for mission -critical public safety database infrastructure and ensures continuous database availability for all users. A Chapter 252 exemption request related to this agreement was reviewed and approved by the City Attorney's Office as a sole source. Funding is budgeted in the Other Contractual Services account within the Info Technology Systems Fund for the Information Technology Solutions Department. 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 and execution of the amendment, the current term of the agreement shall expire September 30, 2026. RENEWAL OPTIONS — This agreement may be renewed for four additional one-year renewal terms. For clarity, the agreement has been renewed for nineteen renewal terms with the nineteenth renewal expiring on September 30, 2026. 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 upon approval of the recommendation, funds are available in the current operating budget, as previously appropriated, in the Info Technology Systems Fund. Prior to an expenditure being incurred, the Information Technology Solutions Department has the responsibility to validate the availability of funds. TO Fund Department Account Project Program Activity I Budget Reference # Amount ID I ID Year (Chartfield 2) FROM Fund Department Account Project Program Activity Budget Reference # Amount ID ID Year (Chartfield 2) Submitted for City Manager's Office by_ Dianna Giordano (7783) Originating Department Head: Kevin Gunn (2015) Additional Information Contact: Bobby Lee (2310) ATTACHMENTS 04AMEND CENTRALSQUARE CONTRACT FOR CAD, MOBILE AND RMS Funds Availabilitv.docx (CFW Internal) FID Table - 04Amend CentralSquare Contract for CAD, Mobile and RMS.xlsx (CFW Internal) Form 1295 2025-1402042 2025.12.18.pdf (CFW Internal) FORT WORTH. City Secretary's Office Contract Routing & Transmittal Slip Contractor's Name: CentralSquare Technologies, LLC Subject of the Agreement: Network Access Agreement to CSC 48482 of CentralSquare Technologies, LLC M&C Approved by the Council? * Yes 0 No ❑ If so, the M&C must be attached to the contract. Is this an Amendment to an Existing contract? Yes ❑ No 0 48482-NAl If so, provide the original contract number and the amendment number. Is the Contract "Permanent"? *Yes ❑ No 0 If unsure, see backpage 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: If different from the approval date. Expiration Date: September 30, 2029 If applicable. Is a 1295 Form required? * Yes 0 No ❑ *If so, please ensure it is attached to the approving M&C or attached to the contract. Project Number: If applicable. *Did you include a Text field on the contract to add the City Secretary Contract (CSC) number? Yes 0 No ❑ Contracts need to be routed for CSO processing in the followingorder: rder: 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.