HomeMy WebLinkAboutResolution - 2022-R0525 - Contract 16295 with Central Square Technologies 12.13.22Resolution No. 2022-R0525
Item No. 5.24
December 13, 2022
RESOLUTION
BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF LUBBOCK:
THAT the Mayor of the City of Lubbock is hereby authorized and directed to execute for and
on behalf of the City of Lubbock, Contract No. 16295, as per RFP 22-16295-MA, for public
safety computer aided dispatch (CAD) and records management system (RMS), by and between
the City of Lubbock and CentralSquare Technologies, LLC of Lake Mary, Florida, and all
related documents. Said Contract is attached hereto and incorporated in this resolution as if
fully set forth herein and shall be included in the minutes of the City Council.
Passed by the City Council on December 13, 2022
ATTEST:
Rebe ca Garza, City Secr
APPROVED AS TO CONTENT:
W,
Brooke Witcher, Assistant City Manager
APPROVED AS TO FORM:
R Br oke, Assistant City Attorncy
RES.Contract No. 16295, CentralSquare Technologies, LLC
12.1.22
Resolution No. 2022-R0525
City of Lubbock, TX
Integrated Public System
Agreement
Contract 16295
This Service Agreement (this "Agreement") is entered into as of the LMay of December 2022
("Effective Date") by and between CentralSquare Technologies LLC. (the Contractor), and the City of
Lubbock (the "City").
RECITALS
WHEREAS, the City has issued a Request for Proposals RFP 22-16295-MA, Integrated Public
System and
WHEREAS, the proposal submitted by the Contractor has been selected as the proposal which best
meets the needs of the City for this service; and
WHEREAS, Contractor desires to perform as an independent contractor to provide Integrated Public
System Solution, upon terms and conditions maintained in this Agreement; and
NOW THEREFORE, for and in consideration of the mutual promises contained herein, the City and
Contractor agree as follows:
City and Contractor acknowledge the Agreement consists of the following exhibits which are
attached hereto and incorporated herein by reference, listed in their order of priority in the event of
inconsistent or contradictory provisions:
1. This Agreement
2. Exhibit A — CentralSquare Agreement
3. Exhibit B — Insurance Requirements
Scope of Work
Contractor shall provide the services that are specified in Exhibit A. The Contractor shall comply with all
the applicable requirements set forth in Exhibit B attached hereto.
Article 1
1.1 The contract shall be for a term of ten year, said date of term beginning upon formal
approval. The Contractor must maintain the insurance coverage required during the term of
this contract including any extensions. It is the responsibility of the Contractor to ensure that
valid insurance is on file with the Purchasing and Contract Management Department as
required by contract or contract may be terminated for non-compliance.
1.2 The Contractor shall not assign any interest in this Agreement and shall not transfer any
interest in the Agreement, whatsoever, without prior consent of the City.
1.3 All funds for payment by the City under this Agreement are subject to the availability of an
annual appropriation for this purpose by the City. In the event of non -appropriation of funds
by the City Council of the City of Lubbock for the goods or services provided under the
Agreement, the City will terminate the Agreement, without termination charge or other
liability, on the last day of the then -current fiscal year or when the appropriation made for
the then -current year for the goods or services covered by this Agreement is spent, whichever
event occurs first. If at any time funds are not appropriated for the continuance of this
Agreement, cancellation shall be accepted by the contractor on 30 days prior written notice,
but failure to give such notice shall be of no effect and the City shall not be obligated under
this Agreement beyond the date of termination.
1.4 This contract shall remain in effect until the first of the following occurs: (1) the expiration
date, (2) performance of services ordered, or (3) termination of by either party with a 30 day
written notice.
Article 2 Miscellaneous.
2.1 This Agreement is made in the State of Texas and shall for all purposes be construed in
accordance with the laws of said State, without reference to choice of law provisions.
2.2 This Agreement is performable in, and venue of any action related or pertaining to this
Agreement shall lie in, Lubbock, Texas.
2.3 This Agreement and its Exhibits contains the entire agreement between the City and
Contractor and supersedes any and all previous agreements, written or oral, between the
parties relating to the subject matter hereof. No amendment or modification of the terms of
this Agreement shall be binding upon the parties unless reduced to writing and signed by
both parties.
2.4 This Agreement may be executed in counterparts, each of which shall be deemed an original.
2.5 In the event any provision of this Agreement is held illegal or invalid, the remaining
provisions of this Agreement shall not be affected thereby.
2.6 The waiver of a breach of any provision of this Agreement by any parties or the failure of
any parties otherwise to insist upon strict performance of any provision hereof shall not
constitute a waiver of any subsequent breach or of any subsequent failure to perform.
2.7 This Agreement shall be binding upon and inure to the benefit of the parties and their
respective heirs, representatives and successors and may be assigned by Contractor or the
City to any successor only on the written approval of the other party.
2.8 All claims, disputes, and other matters in question between the Parties arising out of or
relating to this Agreement or the breach thereof, shall be formally discussed and negotiated
between the Parties for resolution. In the event that the Parties are unable to resolve the
claims, disputes, or other matters in question within 30 days of written notification from the
aggrieved Party to the other Party, the aggrieved Party shall be free to pursue all remedies
available at law or in equity.
2.9 At any time during the term of the contract, or thereafter, the City, or a duly authorized audit
representative of the City or the State of Texas, at its expense and at reasonable times,
reserves the right to audit Contractor's records and books relevant to all services provided to
the City under this Contract. In the event such an audit by the City reveals any errors or
overpayments by the City, Contractor shall refund the City the full amount of such
overpayments within 30 days of such audit findings, or the City, at its option, reserves the
right to deduct such amounts owing the City from any payments due Contractor.
2.10 The City reserves the right to exercise any right or remedy to it by law, contract, equity, or
otherwise, including without limitation, the right to seek any and all forms of relief in a court
of competent jurisdiction. Further, the City shall not be subject to any arbitration process
prior to exercising its unrestricted right to seek judicial remedy. The remedies set forth herein
are cumulative and not exclusive, and may be exercised concurrently. To the extent of any
conflict between this provision and another provision in, or related to, this do.
2.11 The contractor shall not assign or sublet the contract, or any portion of the contract, without
written consent from the Director of Purchasing and Contract Management. Should consent
be given, the Contractor shall insure the Subcontractor or shall provide proof of insurance
from the Subcontractor that complies with all contract insurance requirements document, this
provision shall control.
2.12 Contractor acknowledges by supplying any Goods or Services that the Contractor has read,
fully understands, and will be in full compliance with all terms and conditions and the
descriptive material contained herein and any additional associated documents and
Amendments. The City disclaims any terms and conditions provided by the Contractor unless
agreed upon in writing by the parties. In the event of conflict between these terms and
conditions and any terms and conditions provided by the Contractor, the terms and conditions
provided herein shall prevail. The terms and conditions provided herein are the final terms
agreed upon by the parties, and any prior conflicting terms shall be of no force or effect.
2.13 Contractor acknowledges by supplying any Goods or Services that the Contractor has read,
fully understands, and will be in full compliance with all terms and conditions and the
descriptive material contained herein and any additional associated documents and
Amendments. The City disclaims any terms and conditions provided by the Contractor unless
agreed upon in writing by the parties. In the event of conflict between these terms and
conditions and any terms and conditions provided by the Contractor, the terms and conditions
provided herein shall prevail. The terms and conditions provided herein are the final terms
agreed upon by the parties, and any prior conflicting terms shall be of no force or effect.
2.14 Contracts with Companies Engaged in Business with Iran, Sudan, or Foreign Terrorist
Organization Prohibited. Pursuant to Section 2252.152 of the Texas Government Code,
prohibits the City from entering into a contract with a vendor that is identified by The
Comptroller as a company known to have contracts with or provide supplies or service with
Iran, Sudan or a foreign terrorist organization.
2.15 Texas Public Information Act. The requirements of Subchapter J, Chapter 552, Government
Code, may apply to this contract and the contractor or vendor agrees that the contract can be
terminated if the contractor or vendor knowingly or intentionally fails to comply with a
requirement of that subchapter. To the extent Subchapter J, Chapter 552, Government Code
applies to this agreement, Contractor agrees to: (1) preserve all contracting information
related to the contract as provided by the records retention requirements applicable to the
governmental body for the duration of the contract; (2) promptly provide to the governmental
body any contracting information related to the contract that is in the custody or possession
of the entity on request of the governmental body; and (3) on completion of the contract,
either: (A) provide at no cost to the governmental body all contracting information related to
the contract that is in the custody or possession of the entity; or (B) preserve the contracting
information related to the contract as provided by the records retention requirements
applicable to the governmental body.
2.16 No Boycott of Israel. Pursuant to Section 2271.002 of the Texas Government Code, a) This
section applies only to a contract that: (1) is between a governmental entity and a company
with 10 or more full-time employees; and (2) has a value of $100,000 or more that is to be
paid wholly or partly from public funds of the governmental entity. (b) A governmental entity
may not enter into a contract with a company for goods or services unless the contract
contains a written verification from the company that it: (1) does not boycott Israel; and (2)
will not boycott Israel during the term of the contract.
2.17 Texas Government Code 2274. By entering into this Agreement, Contractor verifies that: (1)
it does not, and will not for the duration of the contract, have a practice, policy, guidance,
or directive that discriminates against a firearm entity or firearm trade association or (2)
the verification required by Section 2274.002 of the Texas Government Code does not apply
to the contract. If Contractor is a company with 10 or more full-time employees and if this
Agreement has a value of at least $100,000 or more, Contractor verifies that, pursuant to
Texas Government Code Chapter 2274, it does not have a practice, policy, guidance, or
directive that discriminates against a firearm entity or firearm trade association; and will not
discriminate during the term of the contract against a firearm entity or firearm trade
association.
2.18 Contractor represents and warrants that: (1) it does not, and will not for the duration of the
contract, boycott energy companies or (2) the verification required by Section 2274.002 of
the Texas Government Code does not apply to the contract. If Contractor is a company with
10 or more full-time employees and if this Agreement has a value of at least $100,000 or
more, Contractor verifies that, pursuant to Texas Government Code Chapter 2274, it does
not boycott energy companies; and will not boycott energy companies during the term of the
Agreement. This verification is not required for an agreement where a governmental entity
determines that these requirements are inconsistent with the governmental entity's
constitutional or statutory duties related to the issuance, incurrence, or management of debt
obligations or the deposit, custody, management, borrowing, or investment of funds.
2.19 Confidentiality. The Contractor shall retain all information received from or concerning the
City and the City's business in strictest confidence and shall not reveal such information to
third parties without prior written consent of the City, unless otherwise required by law.
2.20 Indemnify. The Contractor shall indemnify and save harmless the city of Lubbock and its
elected officials, officers, agents, and employees from all suits, actions, losses, damages,
claims, or liability of any kind, character, type, or description, including without limiting the
generality of the foregoing, all expenses of litigation, court costs, and attorney's fees, for
injury or death to any person, or injury to any property, received or sustained by any person
or persons or property, to the extent arising out of, related to or occasioned by, the negligent
acts of the Contractor, its agents, employees, and/or subcontractors, related to the
performance, operations or omissions under this agreement and/or the use or occupation of
city owned property. However, Contractor shall not be required to indemnify the City for
any claims or actions caused to the extent of the negligence or wrongful act of City, 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 the City, or its employees, agents or contractors, Contractor's obligations
under this provision shall be reduced to the extent of such actions or omissions based upon
the principle of comparative fault. The indemnity obligation provided herein shall survive
the expiration or termination of this agreement.
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IN WITNESS WHEREOF, the parties hereto have caused this Contract to be
executed the day and year first above written. Executed in triplicate.
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Rebe ca Garza, City Secr
APPROVED AS TO CONTENT:
James C. Brown, ChlefTnTormation Officer
APPROVED AS TO FORM
Ryan Bro e, sis t ity Attorney
Print Name
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City, State, ip Code
Exhibit A
Central5quare Agreement
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, a Delaware
Limited Liability Company with its principal place of business in Lake Mary, FL ("CentralSquare") and City of
Lubbock, Texas ("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; and
WHEREAS, This Agreement is an upgrade of the Customer's Tiburon CAD and RMS systems. Upon Go Live of each
applicable upgraded Solution, the corresponding legacy solution shall be revoked and replaced, including support
and maintenance.
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: PSJ Enterprise CAD and RMS
2. Term.
2.1. Initial Term. The Initial Term of this Agreement commences as of the Effective Date and will continue in
effect for five (5) years 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 contract by issuing a notice of non -renewal,
in writing, to the other party six (6) months prior to the expiration of the current contract 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 through CentralSquare's 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.
4.7. "Customer Data" means information, data, and content, in any form or medium, collected, downloaded,
or otherwise received, directly or indirectly from Customer, an Authorized User or end -users by or
through the Solutions, provided the data is not personally identifiable and not identifiable to Customer.
4.8. "Custom Modification" means a change that CentralSquare has made at Customer's request to any
Component System in accordance with a CentralSquare-generated specification, but without any other
changes whatsoever by any Person.
4.9. "Customer Systems" means the Customer's information technology infrastructure, including
computers, software, hardware, databases, electronic systems (including database management
systems), and networks, whether operated by Customer or through the use of third -party services.
4.10. "Defect" means a material deviation between the Baseline Solution and its Documentation, for which
Defect Customer has given CentralSquare enough information to enable CentralSquare to replicate the
deviation on a computer configuration that is both comparable to the Customer Systems and that is
under CentralSquare's control. Further, with regard to each Custom Modification, Defect means a
material deviation between the Custom Modification and the CentralSquare generated specification and
documentation for such Custom Modification, and for which Defect Customer has given CentralSquare
enough information to enable CentralSquare to replicate the deviation on a computer configuration that
is both comparable to the Customer Systems and that is under CentralSquare's control._
4.11. "Documentation" means any manuals, instructions, or other documents or materials that
CentralSquare provides or makes available to Customer in any form or medium and which describe the
functionality, components, features, or requirements of the Solutions, including any aspect of the
installation, configuration, integration, operation, use, support, or maintenance thereof.
4.12. "Enhancements" means general release (as opposed to custom) changes to a Baseline Component
System or Custom Modification which increase the functionality of the Baseline Component System or
Custom Modification in question.
4.13. "Harmful Code" means any software, hardware, device or other technology, including any virus, worm,
malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized
access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer,
software, firmware, hardware, system, or network; or (ii) any application or function of any of the
foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent
Customer or any Authorized User from accessing or using the Solutions as intended by this Agreement.
4.14. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied
for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark,
trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent
rights or forms of protection, in any part of the world.
4.15. "Maintenance" means optimization, error correction, modifications, and updates to CentralSquare
Systems to correct any known Defects and improve performance. Maintenance will be provided for
each Component System, the hours and details of which are described in Exhibit 2 ("Support
Standards").
4.16. "New Releases" means new editions of a Baseline Component System or Custom Modification.
4.17. "Person" means an individual, corporation, partnership, joint venture, limited liability entity,
governmental authority, unincorporated organization, trust, association, or other entity.
4.18. "Personal Information" means any information that does or can identify a specific individual or by or
from which a specific individual may be identified, contacted, or located. Personal Information includes
all "nonpublic personal information" as defined under the Gramm -Leach -Bliley Act, "protected health
information" as defined under the Health and Insurance Portability and Accountability Act of 1996,
"Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal
Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and
regulations issued under any of the foregoing.
4.19. "Professional Services" means installation, implementation, development work, training or consulting
services including custom modification programming, support relating to custom modifications, on -site
support services, assistance with data transfers, system restarts, and reinstallations provided by
CentralSquare.
4.20. "Representatives" means, with respect to a Party, that Party's employees, officers, directors, agents,
subcontractors, and legal advisors.
4.21. "CentralSquare Personnel" means all individuals involved in the performance of Support Services and
Professional Services as employees, agents, Subcontractors or independent contractors of
CentralSquare.
4.22. "Solutions" means the Component Systems, Documentation, Custom Modifications, development
work, CentralSquare Systems and any and all other information, data, documents, materials, works,
and other content, devices, methods, processes, hardware, software, technologies and inventions,
including any deliverables, technical or functional descriptions, requirements, plans, or reports, provided
or used by CentralSquare or any Subcontractor in connection with Professional Services or Support
Services rendered under this Agreement.
4.23. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of
CentralSquare to deliver Solutions, including all computers, software, hardware, databases, electronic
systems (including database management systems), and networks, whether operated directly by
CentralSquare or through the use of third -party services.
4.24. "Support Services" means Maintenance, Enhancements, implementation of New Releases, and
general support efforts to respond to incidents reported by Customer in accordance with the detailed
Support Standards outlined in Exhibit 2.
4.25. "Third -Party Materials" means materials and information, in any form or medium, including any
software, documents, data, content, specifications, products, related services, equipment, or
components of or relating to the Solutions that are not proprietary to CentralSquare.
5. License, Access & Services and Audit.
5.1. License Grant. For any software designated as a "license" on Exhibit 1, Asset List, a perpetual (unless
terminated as provided herein), nontransferable, nonexclusive right and license to use the Contractor
software for County's own internal use for the applications described in the Statement of Work, in the
applicable environment (e.g., production, test, training, or disaster recovery system) and in the quantity
set forth in Exhibit 1. Asset List. Additional Contractor software licenses purchased after the execution
of this Agreement shall also be licensed in accordance with the provisions of this section. County shall
not use, copy. rent, lease, sell, sublicense, create derivative works from/of, or transfer any software, or
permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall
be void and may result in immediate and automatic termination of the applicable license. In such event,
County shall not be entitled to a refund of any license fees paid. Notwithstanding, County shall be
entitled to use software at the applicable designated location for the purpose of the application(s)
described in the Statement of Work to provide services for itself and other governmental
agencies/entities in the County, provided that the Software is installed and operated at only one
Physical location.
5.2. Access Grant. For any software designated as a "subscription" on Exhibit 1, Asset List, so long as
subscription fees are paid and current, (unless terminated as provided herein), nontransferable,
nonexclusive right to use the software for the County's own internal use for the applications described
in the Statement of Work, in the applicable environment (e.g., production, test, training, or disaster
recovery system) and in the quantity set forth in Exhibit 1, Asset List. Additional Contractor software
subscriptions purchased after the execution of this Agreement shall also be accessed in accordance
with the provisions of this section. County shall not use, copy, rent, lease, sell, sublicense, create
derivative works from/of, or transfer any software, or permit others to do said acts, except as provided
in this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic
termination of the applicable access. In such event, County shall not be entitled to a refund of any
subscription fees paid. Notwithstanding, County shall be entitled to use software at the applicable
designated location for the purpose of the application(s) described in the Statement of Work to provide
services for itself and other governmental agencies/entities in the County. The Software licenses
granted in this Agreement or in connection with it are for object code only and do not include a license
or any rights to Source Code whatsoever.
5.3. Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-
sublicenseable, non -transferable license to use the Documentation during the Term solely for
Customer's internal business purposes in connection with its use of the Solutions.
5.4. Audit. Customer shall maintain for a reasonable period of time, but not less than three (3) years after
expiration or termination of this Agreement, the systems, books, and records necessary to accurately
reflect compliance with software licenses and the use thereof under this Agreement. Upon request,
Customer shall permit CentralSquare and its directors, officers, employees, and agents to have on -site
access at Customer's premises (or remote access as the case may be) during normal business hours
to such systems, books, and records for the purpose of verifying such licensed use the performance of
such obligations and amounts. Customer shall render reasonable cooperation to CentralSquare as
requested. If as a result of any audit or inspection CentralSquare substantiates a deficiency or non-
compliance, Customer shall promptly reimburse CentralSquare for all its costs and expenses incurred
to conduct such audit or inspection and be required to pay for any delinquencies in compliance with
software licenses.
5.5. Service and System Control. Except as otherwise expressly provided in this Agreement:
5.5.1. CentralSquare has and will retain sole control over the operation, provision, maintenance, and
management of the Solutions; and
5.5.2. Customer has and will retain sole control over the operation, maintenance, and management
of, and all access to and use of, the Customer Systems, and sole responsibility for access to
and use of the Solutions by any Person by or through the Customer Systems or other means
controlled by Customer or any Authorized User, including any reports or results obtained from
any use of the Solutions, and conclusions, decisions, or actions based on such use.
5.6. Limitations. Customer must provide CentralSquare with such facilities, equipment and support as are
reasonably necessary for CentralSquare to perform its obligations under this Agreement, including, if
required by CentralSquare, remote access to the Customer Systems. CentralSquare is not responsible
or liable for any delay or failure of performance caused in whole or in part by any Customer delay or
Customer's failure to perform any obligations under this Agreement.
5.7. 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 Rights. Except for the specified rights outlined in this Section, nothing in this Agreement
grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Support
Services, Professional Services, Solutions, or Third -Party Materials, whether expressly, by implication,
estoppel, or otherwise. All right, title, and interest in the Solutions, and the Third -Party Materials are and
will remain with CentralSquare and the respective rights holders.
5.9. Changes. CentralSquare reserves the right, in its sole discretion, to make any changes to the Support
Services and Solutions that it deems necessary or useful to: (a) maintain or enhance the quality or
delivery of CentralSquare's services to its customers, the competitive strength of or market for
CentralSquare's services, or the Support Services' cost efficiency or performance; or (b) to comply with
applicable law. Without limiting the foregoing, either Party may, at any time during the Term, request in
writing changes to particular Support Services, Professional Services or their product suite of Solutions.
The parties shall evaluate and, if agreed, implement all such requested changes. No requested
changes will be effective unless and until memorialized in either a CentralSquare issued Add -On Quote
signed by the Customer, or a written change order or amendment to this agreement signed by both
parties.
5.10. Subcontractors. CentralSquare may from time to time in its discretion engage third parties to perform
Professional Services or Support Services (each, a "Subcontractor").
5.11. Security Measures. The Solution may contain technological measures designed to prevent
unauthorized or illegal use of the Solution. Customer acknowledges and agrees that: (a) CentralSquare
may use these and other lawful measures to verify compliance with the terms of this Agreement and
enforce CentralSquare's rights, including all Intellectual Property Rights, in and to the Solution; (b)
CentralSquare may deny any individual access to and/or use of the Solution if CentralSquare, in its
reasonable discretion, believes that person's use of the Solution would violate any provision of this
Agreement, regardless of whether Customer designated that person as an Authorized User; and (c)
CentralSquare may collect, maintain, process, use and disclose technical, diagnostic and related non -
identifiable data gathered periodically which may lead to improvements in the performance and security
of the Solutions.
6. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Solutions
except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of
the foregoing, Customer shall not, except as this Agreement expressly permits:
6.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell,
sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any
Person, including on or in connection with the internet or any time-sharing, service bureau, software as
a service, cloud, or other technology or service;
6.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain
access to the source code of the Solutions, in whole or in part;
6.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions
other than by an Authorized User through the use of his or her own then valid access;
6.4. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information
or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
6.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the
CentralSquare Systems, or CentralSquare's provision of services to any third -party, in whole or in part;
6.6. remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or
disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights
notices from any Documentation or Solutions, including any copy thereof;
6.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or
otherwise violates any Intellectual Property Right or other right of any third -party, or that violates any
applicable law;
6.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development,
provision, or use of a competing software service or product or any other purpose that is to
CentralSquare's detriment or commercial disadvantage or otherwise access or use the Solutions
beyond the scope of the authorization granted under this Section.
7. Customer Obligations.
7.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain,
and operate in good repair all Customer Systems on or through which the Solutions are accessed or
used; (b) provide CentralSquare Personnel with such access to Customer's premises and Customer
Systems as is necessary for CentralSquare to perform the Support Services in accordance with the
Support Standards and Specifications; and (c) provide all cooperation as CentralSquare may
reasonably request to enable CentralSquare to exercise its rights and perform its obligations under and
in connection with this Agreement.
7.2. Effect of Customer Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of
performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of
its obligations under this Agreement.
7.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity
prohibited by Section 6, Customer shall, and shall cause its Authorized Users to, immediately: (a) take
all reasonable and lawful measures within their respective control that are necessary to stop the activity
or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and
preventing any unauthorized access to the Solutions and permanently erasing from their systems and
destroying any data to which any of them gained unauthorized access); and (b) notify CentralSquare of
any such actual or threatened activity.
8. Professional Services.
8.1. Compliance with Customer Policies. While CentralSquare Personnel are performing services at
Customer's site, CentralSquare will ensure that such personnel comply with Customer's reasonable
security procedures and site policies that are generally applicable to Customer's other suppliers
providing similar services and that have been provided to CentralSquare in writing or in advance.
Customer shall promptly reimburse CentralSquare for any out-of-pocket costs incurred in complying
with such procedures and policies.
8.2. Contributed Material. In the process of CentralSquare's performing Professional Services, Customer
may, from time to time, provide CentralSquare with designs, plans, or specifications, improvements,
works or other material for inclusion in, or making modifications to, the Solutions, the Documentation or
any other deliverables ("Contributed Material"). Customer grants to CentralSquare a nonexclusive,
irrevocable, perpetual, transferable right, without the payment of any royalties or other compensation of
any kind and without the right of attribution, for CentralSquare, CentralSquare's Affiliates and
CentralSquare's licensees to make, use, sell and create derivative works of the Contributed Material.
9. Confidentiality.
9.1 Defined. Information that is conveyed orally shall be designated as confidential at the time of disclosure
and shall be reduced to writing within ten (10) business days. Notwithstanding any provision in this
Section 9, Customer specifically acknowledges that the Software, including without limitation the
database architecture and sequence and Documentation, comprise Confidential Information and know-
how that are the exclusive property of CentralSquare.
9.2 Nondisclosure. The parties agree, unless otherwise provided in this Agreement or required by law, not
to use or make each other's Confidential Information available to any third party for any purpose other
than as necessary to perform under this Agreement. The recipient shall protect the Confidential
Information from disclosure by using the same degree of care, but no less than a reasonable degree of
care, that it uses to protect its own confidential information of a like nature to prevent its unauthorized
use, dissemination or publication by its employees or agents. Customer further agrees that it will not
allow any form or variation of the Software to enter the public domain. Both parties acknowledge that
any breach of its obligations with respect to Confidential Information may cause the other irreparable
injury for which there are inadequate remedies at law and that the non -disclosing party shall be entitled
to equitable relief in addition to all other remedies available to it. Customer shall not disclose the results
of any performance or functionality tests of the Software to any third party without CentralSquare's prior
written approval.
9.3 Exceptions. A Party's Confidential Information shall not include information that: (a) is or becomes
Publicly available through no act or omission of the recipient; (b) was in the recipient's lawful
possession prior to the disclosure and was not obtained by the recipient either directly or indirectly from
the disclosing party: (c) is lawfully disclosed to the recipient by a third party without restriction on
recipient's disclosure, and where recipient was not aware that the information was the confidential
information of discloser: (d) is independently developed by the recipient without violation of this
Agreement: or (e) is required to be disclosed by law.
10. Security.
10.1. CentralSquare will implement commercially reasonable administrative, technical and physical
safeguards designed to ensure the security and confidentiality of Customer Data, protect against any
anticipated threats or hazards to the security or integrity of Customer Data, and protect against
unauthorized access or use of Customer Data. CentralSquare will review and test such safeguards on
no less than an annual basis.
10.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical
and procedural access controls and system security requirements and devices, necessary for data
privacy, confidentiality, integrity, authorization, authentication and non -repudiation and virus detection
and eradication.
10.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall
maintain agreements with such Authorized Users that adequately protect the confidentiality and
Intellectual Property Rights of CentralSquare in the Solutions and Documentation, and disclaim any
liability or responsibility of CentralSquare with respect to such Authorized Users.
11. Personal Data. If CentralSquare processes or otherwise has access to any personal data or personal
information on Customer's behalf when performing CentralSquare's obligations under this Agreement, then:
11.1. Customer shall be the data controller (where "data controller" means an entity which alone or jointly
with others determines purposes for which and the manner in which any personal data are, or are to be,
processed) and CentralSquare shall be a data processor (where "data processor" means an entity
which processes the data only on behalf of the data controller and not for any purposes of its own);
11.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the
relevant personal data or personal information to CentralSquare so that CentralSquare may lawfully
use, process and transfer the personal data and personal information in accordance with this
Agreement on Customer's behalf, which may include CentralSquare processing and transferring the
relevant personal data or personal information outside the country where Customer and the Authorized
Users are located in order for CentralSquare to provide the Solutions and perform its other obligations
under this Agreement; and
11.3. CentralSquare shall process personal data and information only in accordance with lawful and
reasonable written instructions given by Customer and as set out in and in accordance with the terms of
this Agreement; and
11.4. each Party shall take appropriate technical and organizational measures against unauthorized or
unlawful processing of the personal data and personal information or its accidental loss, destruction or
damage so that, having regard to the state of technological development and the cost of implementing
any measures, the measures taken ensure a level of security appropriate to the harm that might result
from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to
the personal data and personal information and the nature of the personal data and personal
information being protected. If necessary, the parties will cooperate to document these measures
taken.
12. Representations and Warranties.
12.1. LIMITED WARRANTY. CentralSquare warrants that it owns or otherwise has the rights in the Software
and has the right to license the Software as described in this Agreement. CentralSquare further
warrants and represents that the CentralSquare Software does not contain any "back door", "time
bomb", "Trojan horse", "worm", "drop dead device" or other program routine or hardware device
inserted and intended by CentralSquare to provide a means of unauthorized access to, or a means of
disabling or erasing any computer program or data, or otherwise disabling the CentralSquare Software.
Nothing herein shall be deemed to constitute a warranty against viruses. The provisions of section and
its subsections below, shall constitute the agreement of the Parties with respect to viruses. Customer's
sole remedy with respect to the foregoing warranty shall be to receive an Update to the CentralSquare
Software that does not contain any of the above -described routines or devices.
12.2. DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH
ABOVE, CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR
IMPLIED, WITH REGARD TO THE SOLUTIONS, PROFESSIONAL SERVICES, SUPPORT
SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT
CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHER, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF
DEALING, USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON -INFRINGEMENT. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT THAT
A SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY
CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE
OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL OPERATE
WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE
TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD -PARTY
MATERIALS ARE PROVIDED "AS -IS" AND ANY REPRESENTATION OR WARANTY OF OR
CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD -PARTY
OWNER. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE'S WARRANTY
UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF.
13. Notices. All notices and other communications required or permitted under this Agreement must be in writing
and will be deemed given when delivered personally, sent by United States registered or certified mail, return
receipt requested; transmitted by facsimile or email confirmed by United States first class mail, or sent by
overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the
Party may subsequently designate for its receipt of notices in writing by the other Party.
If to CentralSquc, CentralSquare
1000 Business Center Dr.
Lake Mary, FL 32746
Phone: 407-304-3235 email: info(ccDCentralSquare .com
Attention: Senior Counsel / Contracts Department
If to Customer: City of Lubbock
1314 Avenue K
Lubbock, TX 79401
Phone: email:
Attention:
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 Parry'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. Customer Indemnification. To the extent allowable by law, 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.
15.2. Sole Remedy. THIS SECTION SETS FORTH CUSTOMER'S SOLE REMEDIES AND
CENTRALSQUARE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR
ALLEGED CLAIMS THAT THE SERVICES AND SOLUTIONS OR ANY SUBJECT MATTER OF THIS
AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL
PROPERTY RIGHTS OF ANY THIRD -PARTY.
16. Termination. This Agreement may be terminated:
16.1. For cause by either Party, effective on written notice to the other Party, if the other Party materially
breaches this Agreement and: (i) is incapable of cure; or (ii) being capable of cure, remains uncured
thirty (30) days after the non -breaching Party provides the breaching Party with written notice of such
breach.
16.2. For lack of payment by written notice to Customer, if Customer's failure to pay amounts due under this
Agreement has continued more than ninety (90) days after delivery of written notice of non-payment.
16.3. For convenience by either Party, effective by providing written notice to the other Party at least thirty
(30) days in advance of said termination.
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, (i) all access rights granted herein shall
terminate immediately and automatically upon the effective date of such termination; (ii) Customer's
right to the accessed software granted herein shall terminate; and (iii) Customer will cease using such
software and at CentralSquare's direction return or destroy the software and any supplemental
documentation.
17.2. Upon the expiration or earlier termination of this Agreement, each Party shall continue to hold or
destroy such Confidential Information in confidence pursuant to Section 9; and
17.3. 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 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 the
Employee's employment with the Company or termination of employment, 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 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
Amendment shall be considered properly executed by a Party if executed by that Party and transmitted by
facsimile or other electronic means including, without limitation, Docusign, Tagged Image Format Files (TIFF),
or Portable Document Format (PDF).
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 state or local
reporting 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.
27. Cooperative Purchases. This Contract may be used by other government agencies. CentralSquare has
agreed to offer similar services to other agencies under the same terms and conditions as stated herein
except that the compensation may be negotiated between CentralSquare and other agencies based on the
specific revenue expectations, agency reimbursed costs, and other agency requirements. The Customer will
in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of
purchases by such agencies.
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 — Maintenance & Support Standards
Exhibit 3 — Insurance Requirements
Exhibit 4 — Statement of Work
Exhibit 5 — Using/Accessing Agency Guidelines
Exhibit 6 — CentralSquare Remote Access Policy
EXHIBIT 1
Project Cost Summary
WHAT SOFTWARE IS INCLUDED?
ANALYTICS
PRODUCT NAME
QUANTITY
UNIT PRICE
DISCOUNT
TOTAL
1.
Crimemapping.com Annual
1
2,400.00
- 835.20
1,564.80
Subscription Fee
2.
CrimeView Analytics:
1
5,700.00
-1,983.60
3,716.40
Informative (3 years data) CST
System Subscription
3.
CrimeView Analytics:
2
900.00
- 626.40
1,173.60
Informative (Add'I Year) System
Subscription
4.
ComeViewAnalytics: Standard
1
4,700.00
-1,635.60
3,064.40
(3 years data) CST System
Subscription
5.
CrimeView Analytics: Standard
2
700.00
- 487.20
912.80
(Add'I Year) System
Subscription
6.
IQ Search One Year
1
4,800.00
-1,670.40
3,129.60
Subscription Annual
Subscription Fee
Analytics Software Subtotal 20,800.00 USD
Analytics Software Discount - 7,238.40 USD
Analytics Software Total 13,561.60 USD
CAD ENTERPRISE
PRODUCT NAME
QUANTITY
UNIT PRICE
DISCOUNT
TOTAL
7.
CAD Enterprise Site License
1
15,000.00
- 5,220.00
9,780.00
(OP)Annual Subscription Fee
8.
CentralSquare Message Switch
1
9,500.00
- 3,306.00
6,194.00
(OP) Annual Subscription Fee
9.
Enterprise CAD API - Customer
1
2,200.00
- 765.60
1,434.40
(OP) Annual Subscription Fee
10.
Enterprise CAD Archive Server
1
1,100.00
- 382.80
717.20
Software (OP) Annual
Subscription Fee
11.
Enterprise CAD Browser (OP)
1
4,300.00
-1,496.40
2,803.60
Annual Subscription Fee
12.
Enterprise CAD Disaster
1
2,500.00
- 870.00
1,630.00
Recovery System (OP) Annual
Subscription Fee
13.
Enterprise CAD GISLink Utility
1
2,200.00
- 765.60
1,434.40
Position (OP) Annual
Subscription Fee
14.
Enterprise CAD Mapping (OP)
15
200.00
-1,044.00
1,956.00
Annual Subscription Fee
15.
Enterprise CAD Mapping Test or
1
200.00
- 69.60
130.40
Training (OP) Annual
Subscription Fee
16.
Enterprise CAD Position (OP)
15
4,300.00
- 22,446.00
42,054.00
Annual Subscription Fee
Note: Pricing for Professional Services is a good faith estimate based on the information available to CentralSquare at the time of execution of this
Agreement. The total amount that Customer may pay for these services can vary based on the actual number of hours required to complete the
services. If required, additional services will be provided on a time and materials basis at hourly rates equal to CentralSquare's then -current list price
rates for the services at issue.
17.
Enterprise CAD Premise Data
1
4,300.00
-1,496.40
2,803.60
Import (OP) Annual Subscription
Fee
18.
Enterprise CAD Roster Import
1
4,300.00
-1,496.40
2,803.60
(OP) Annual Subscription Fee
19.
Enterprise CAD Routing Server -
1
1,300.00
- 452.40
847.60
Disaster Recovery (OP) Annual
Subscription Fee
20.
Enterprise CAD Routing Server -
1
1,300.00
- 452.40
847.60
Test or Tm. System (OP) Annual
Subscription Fee
21.
Enterprise CAD Routing Server
1
8,100.00
- 2,818.80
5,281.20
(OP) Annual Subscription Fee
22.
Enterprise CAD Server Software
1
13,000.00
- 4,524.00
8,476.00
(OP) Annual Subscription Fee
23.
Enterprise CAD Test or Training
1
2,500.00
- 870.00
1,630.00
System (OP) Annual
Subscription Fee
24.
Enterprise CAD Text-to-911
1
8,000.00
- 2,784.00
5,216.00
Interface (OP) Annual
Subscription Fee
25.
Enterprise Credential Identity
1
0.00
0.00
Management (CIM) (OP) Annual
Subscription Fee
26.
Harris Symphony PTT Interface
1
8,400.00
- 2,923.20
5,476.80
(OP) Annual Subscription Fee
27.
NCIC/State Query Position for
15
200.00
-1,044.00
1,956.00
Enterprise CAD (OP) Annual
Subscription Fee
28.
Standard ANI/ALI Interface (OP)
1
3,900.00
-1,357.20
2,542.80
Annual Subscription Fee
29.
Standard USDD Station Alert
1
8,600.00
- 2,992.80
5,607.20
Interface (OP) Annual
Subscription Fee
30.
Std Enterprise CAD External
1
6,500.00
- 2,262.00
4,238.00
Incident Data Transfer (OP)
Annual Subscription Fee — ESO
FRMS
CAD Enterprise Software Subtotal 177,700.00 USD
CAD Enterprise Software Discount - 61,839.60 USD
CAD Enterprise Software Total 115,860.40 USD
CAD -TO -CAD
PRODUCT NAME
QUANTITY
UNIT PRICE DISCOUNT
TOTAL
31.
CAD -to -CAD Notify (Cloud)
1
21,400.00 - 3,210.00
18,190.00
Annual Subscription Fee
CAD -to -CAD Software Subtotal
21,400.00 USD
CAD -to -CAD Software Discount
- 3,210.00 USD
CAD -to -CAD Software Total
18,190.00 USD
DEMS
PRODUCT NAME
QUANTITY
UNIT PRICE DISCOUNT
TOTAL
32.
CentralSquare DEMS Annual
1
58,350.00 - 8,752.50
49,597.50
Subscription Fee
33.
CentralSquare DEMS Extended
1
3,000.00 - 450.00
2,550.00
Video Library Annual
Subscription Fee
MOBILE ENTERPRISE
PRODUCT NAME
QUANTITY
34.
Enterprise Mobile Base Position
65
(OP) Annual Subscription Fee
35.
Enterprise Mobile Base Position
270
w/ CJIS/NCIC Forms (OP)
Annual Subscription Fee
36.
Enterprise Mobile Disaster
1
Recovery System (OP) Annual
Subscription Fee
37.
Enterprise Mobile Mapping (OP)
335
Annual Subscription Fee
38.
Enterprise Mobile Mapping Test
5
or Training (OP) Annual
Subscription Fee
39.
Enterprise Mobile Server
1
Software (OP) Annual
Subscription Fee
40.
Enterprise Mobile Test or
1
Training System (OP)Annual
Subscription Fee
41.
Field Ops (CL) Annual
50
Subscription Fee
42.
Mobile Enterprise Site License
1
(OP) Annual Subscription Fee
RECORDS ENTERPRISE
DEMS Software Subtotal 61,350.00 USD
DEMS Software Discount - 9,202.50 USD
DEMS Software Total 52,147.50 USD
UNIT PRICE
DISCOUNT
TOTAL
300.00
-6,786.00
12,714.00
400.00
- 37,584.00
70,416.00
2,300.00
- 800.40
1,499.60
100.00
-11,658.00
21,842.00
100.00
-174.00
326.00
32,400.00
-11,275.20
21,124.80
2,300.00
- 800.40
1,499.60
120.00
- 2,088.00
3,912.00
19,900.00
- 6,925.20
12,974.80
Mobile Enterprise Software Subtotal 224,400.00 USD
Mobile Enterprise Software Discount - 78,091.20 USD
Mobile Enterprise Software Total 146,308.80 USD
PRODUCT NAME
QUANTITY
UNIT PRICE
DISCOUNT
TOTAL
43.
Enterprise RMS Accident (OP)
1
5,600.00
-1,948.80
3,651.20
Annual Subscription Fee
44.
Enterprise RMS Concurrent
125
600.00
- 26,100.00
48,900.00
User License (OP) Annual
Subscription Fee
45.
Enterprise RMS Disaster
1
1,700.00
- 591.60
1,108.40
Recovery System (OP) Annual
Subscription Fee
46.
Enterprise RMS Evidence and
1
5,600.00
-1,948.80
3,651.20
Barcoding (OP) Annual
Subscription Fee
47.
Enterprise RMS GIS - Disaster
1
1,100.00
- 382.80
717.20
Recovery (OP) Annual
Subscription Fee
48.
Enterprise RMS GIS - Test or
1
1,100.00
- 382.80
717.20
Training System (OP) Annual
Subscription Fee
49.
Enterprise RMS GIS (With CAD)
1
0.00
0.00
(OP) Annual Subscription Fee
50.
Enterprise RMS NIBRS Module
1
10,800.00
- 3,758.40
7,041.60
Annual Subscription
51.
Enterprise RMS Reporting
1
1,100.00
- 382.80
717.20
Server License (OP) Annual
Subscription Fee
52.
Enterprise RMS Server Software
1
32,400.00
-11,275.20
21,124.80
(OP) Annual Subscription Fee
53.
Enterprise RMS Test or Training
1
1,700.00
- 591.60
1,108.40
System (OP) Annual
Subscription Fee
54.
NCIC/State Software Enterprise
13
200.00
- 904.80
1,695.20
RMS Concurrent User (OP)
Annual Subscription Fee
55.
Records Enterprise API (OP)
1
6,500.00
- 2,262.00
4,238.00
Annual Subscription Fee
56.
Records Enterprise Site License
1
20,200.00
- 7,029.60
13,170.40
(OP) Annual Subscription Fee
57.
Standard Arrest Publisher (OP)
1
4,100.00
-1,426.80
2,673.20
Annual Subscription Fee
58.
Standard Call For Service
1
4,100.00
-1,426.80
2,673.20
Publisher (OP) Annual
Subscription Fee
59.
Standard Incident Publisher
1
4,100.00
-1,426.80
2,673.20
(OP) Annual Subscription Fee -
IAPro/BlueTeam
60.
Standard Incident Publisher
1
4,100.00
-1,426.80
2,673.20
(OP) Annual Subscription Fee -
MOTUS Evidence
61.
Standard LexisNexis Crash
1
5,500.00
-1,914.00
3,586.00
Publisher -Texas (OP) Annual
Subscription Fee
62.
Standard LexisNexis DORS
1
4,100.00
-1,426.80
2,673.20
Incident Importer (OP) Annual
Subscription Fee
63.
Standard Mugshot Importer (OP)
1
4,100.00
-1,426.80
2,673.20
Annual Subscription Fee
64.
Standard Warrant Publisher
1
4,100.00
-1,426.80
2,673.20
(OP) Annual Subscription Fee -
Tyler Odyssey Jail (County)
65.
Standard Warrant Publisher
1
4,100.00
-1,426.80
2,673.20
(OP) Annual Subscription Fee -
Warrants / TLETS
Records Enterprise Software Subtotal
203,700.00 USD
Records Enterprise Software Discount
- 70,887.60 USD
Records Enterprise Software Total
132,812.40 USD
SOFTWARE SUMMARY
Software Subtotal
709,350.00 USD
Software Discount
- 230,469.30
USD
Software Total
478,880.70 USD
WHAT SERVICES ARE INCLUDED?
DEMS
DESCRIPTION
TOTAL
1.
CentralSquare DEMS Services
4,500.00
DEMS Services Subtotal 4,500.00 USD
DEMS Services Discount - 675.00 USD
DEMS Services Total 3,825.00 USD
ENGAGE USER CONFERENCE
DESCRIPTION TOTAL
2. CST Annual User Conference -Discounted Registration Fee (5 attendee passes) 4,250.00
Engage User Conference Services Subtotal 4,250.00 USD
Engage User Conference Services Discount - 4,250.00 USD
Engage User Conference Services Total 0.00 USD
ENTERPRISE IMPLEMENTATION SERVICES
DESCRIPTION
TOTAL
3.
Estimated Travel & Living Enterprise PSJ
76,000.00
4.
Public Safety Consulting Services - Fixed Fee
260,325.00
5.
Public Safety Data Conversion Services - Fixed Fee
211,575.00
6.
Public Safety GIS/Analytics Services - Fixed Fee
74,295.00
7.
Public Safety Project Management Services - Fixed Fee
374,400.00
8.
Public Safety Technical Services - Fixed Fee
97,890.00
9.
Public Safety Technical Services - Fixed Fee (Interfaces)
135,330.00
10.
Public Safety Training Services - Fixed Fee
60,840.00
Enterprise Implementation Services Services Subtotal 1,290,655.00 USD
Enterprise Implementation Services Services Discount - 78,921.43 USD
Enterprise Implementation Services Services Total 1,211,733.57 USD
SERVICES SUMMARY
QUOTE SUMMARY
Services Subtotal 1,299,405.00 USD
Services Discount - 83,846.43 USD
Services Total 1,215,558.57 USD
Software Subtotal
709,350.00 USD
Services Subtotal
1,299,405.00 USD
Quote Subtotal 2,008,755.00 USD
Discount - 314,315.73 USD
Quote Total 1,694,439.27 USD
WHAT ARE THE RECURRING FEES?
TYPE AMOUNT
FIRST YEAR MAINTENANCE TOTAL 0.00
FIRST YEAR SUBSCRIPTION TOTAL 478,880.70
The amount totals for Maintenance and/or Subscription on this Agreement 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
Agreement.
Payment Terms
Services
Costs
20%
Due at Contract Execution
$ 227,911.71
20%
Due at software/hardware installation
$ 227,911.71
30%
Due at completion of 1 st pre Go -Live end user training
$ 341,867.57
10%
Due at Go -Live
$ 113,955.86
20%
Due 30 Days after Go Live
$ 227,911.71
The following are due upon receipt of invoice
Annual Subscription Fees Due at handoff of login
information to Customer
$ 478,880.70
Estimated Travel Billed as incurred
$ 76,000.00
Project Total
$ 1,694,439.27
RECURRING FEES
a. The Annual Subscription Fee is due upon the handoff of login information to Customer and annually thereafter
on the anniversary of the handoff Date.
ANCILLARY FEES
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.
Legacy SUPDort and Maintenance
All support and maintenance for Tiburon CAD and RMS suite software being upgraded by this Agreement shall
continue to be due until Go Live of the corresponding replacement Solution. Upon Go Live, the applicable legacy
software support and maintenance shall be terminated.
EXHIBIT 2
Support Standards
SUPPORT & MAINTENANCE
This Support & Maintenance Exhibit describes support and maintenance relating to technical
support that CentralSquare will provide to Client during the Term of the Agreement.
1. Product Updates and Releases
1.1. Software Version. "Software Version" means the base or core version of the Software that contains
significant new features and significant fixes and is available to the County. Software Versions may
occur as the Software architecture changes or as new technologies are developed. The nomenclature
used for updates and upgrades consists of major, minor, build, and fix and these correspond to the
following digit locations of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7
refers to the major release, the 4 refers to the minor release, the 1 refers to the build, and the 3 refers
to a fix. All Software Versions are provided and included as part of this Agreement.
1.2. Updates. From time to time CentralSquare may develop permanent fixes or solutions to known
problems or bugs in the Software and incorporate them in a formal "Update" to the Software. If
Client is receiving technical support from CentralSquare on the general release date for an
Update, CentralSquare will provide the Client with the Update and related Documentation at no
extra charge.
1.3. Releases. Client acknowledges and agrees to install and/or use any Release provided by
CentralSquare at time of release. All modifications, revisions and updates to the Software shall
be furnished by means of new Releases of the Software and shall be accompanied by updates to
the Documentation whenever such updates are necessary.
2. Telephone Support & Support Portal
2.1. CentralSquare shall provide to Client, 24/7 via toll -free phone number 833-278-7877.
CentralSquare shall provide to Client, commercially reasonable efforts in solving errors reported by
the Client as well as making available an online support portal. Client 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. Should either Party not be able to locate the error root cause and Client and
CentralSquare agree that on -site services are necessary to diagnose or resolve the problem
CentralSquare shall provide a travel estimate and estimated hours in order to diagnose the reported
error. If after traveling onsite to diagnose a reported error and such reported error did not, in fact,
exist or was not attributable to a defect in the Software provided by CentralSquare or an act or
omission of CentralSquare, then Client shall pay for CentralSquare's investigation, travel, and
related services in accordance with provided estimate. Client must provide CentralSquare with
such facilities, equipment and support as are reasonably necessary for CentralSquare to perform
its obligations under this Amendment, including remote access in accordance with the Remote
Access Policy.
I Website Support
Online support is available via hgps:Hsoport.centralsquare.com/s/contact-us offering Client
the ability to resolve its own problems with access to CentralSquare's most current
information. Client will need to enter its designated username and password to gain access to
the technical support areas on CentralSquare's website. CentralSquare's technical support
areas allow Client to: (i) search an up-to-date knowledge base of technical support
information, technical tips, and featured functions; and (ii) access answers to frequently
asked questions (FAQ).
CentralSquare shall have no support obligations with respect to any third -party hardware or
software product not licensed or sold to Client by CentralSquare ("Nonqualified Product").
Client shall be solely responsible for the compatibility and functioning of Nonqualified
Products with the Software.
5. Client Responsibilities
In connection with CentralSquare's provision of technical support as described herein, Client
acknowledges that Client has the responsibility to do each of the following:
5.1 Provide hardware, operating system and browser software that meets technical
specifications, as well as a fast, stable, high speed connection and remote connectivity.
5.2 Maintain the designated computer system and associated peripheral equipment in good
working order in accordance with the manufacturers' specifications, and ensure that any
problems reported to CentralSquare are not due to hardware malfunction;
5.3 Maintain the designated operating system at the latest code revision level reasonably deemed
necessary by CentralSquare for proper operation of the Software;
5.4 Supply CentralSquare with access to and use of all information and facilities reasonably
determined to be necessary by CentralSquare to render the technical support described
herein;
5.5 Perform any test or procedures reasonably recommended by CentralSquare for the purpose
of identifying and/or resolving any problems;
5.6 At all times follow routine operator procedures as specified in the Documentation or any
error correction guidelines of CentralSquare posted on the CentralSquare website;
5.7 Client shall remain solely responsible at all times for the safeguarding of Client's proprietary,
confidential, and classified information; and
5.8 Reasonably ensure that the designated computer system is isolated and free from viruses and
malicious code that could cause harm before requesting or receiving remote support
assistance.
6. Priorities and Support Response Matrix: The following priority matrix relates to software errors
covered by this Agreement. Causes secondary to non -covered causes - such as hardware,
network, and third -party products - are not included in this priority matrix and are outside the
scope of this Support & Maintenance Exhibit. CentralSquare will make commercially reasonable
efforts to respond to Software incidents for live remote based production systems using the
following guidelines:
Priority
Issue Definition
Response Time
Priority
The software is completely
Priority 1 issues must be called in via 833-278-
down and will not launch or
7877 and will be immediately answered and
1 _
function.
managed by the first available representative.
Urgent
Priority
A high -impact problem that
Priority 2 issues must be called in via 833-278-
2 —
disrupts the customer's
7877 and will be immediately answered and
Critical
operation but there is capacity
managed by the first available representative.
to remain productive and
maintain necessary operations.
Priority
A Software Error related to a
Priority 3 issues called in via 833-278-7877 will
3 — Non-
user function which does not
be immediately answered and managed by the
Critical
negatively impact the User
first available representative.
from the use of the system.
This includes system
Non -Critical Priority 3 issues may also be
administrator functions or
reported via
restriction of user workflow but
Https://support.centralscivare.com/s/contact-us
does not significantly impact
their job function.
Priority
Cosmetic or documentation
Priority 4 issues called in via 833-278-7877 will
4—
errors, including Client
be immediately answered and managed by the
Minor
technical questions or usability
first available representative.
questions.
Minor Priority 4 issues may also be reported via
Https:Hsupr)ort.centralsquare.com/s/contact-us
7. Exceptions. CentralSquare shall not be responsible for failure to carry out its service and
maintenance obligations under this Amendment if the failure is caused by adverse impact due to:
7.l.defectiveness of the Client's environment, hardware or ancillary systems, or due to Client
corrupt, incomplete, or inaccurate data reported to the Software, or documented defect.
7.2.denial of reasonable access to Client's system or premises preventing CentralSquare from
addressing the issue.
7.3.material changes made to the usage of the Software by Client where CentralSquare has not
agreed to such changes in advance and in writing or the modification or alteration, in any way, by
Client or its subcontractors, of communications links necessary to the proper performance of the
Software.
7.4.a force majeure event, or the negligence, intentional acts, or omissions of Client 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. CentralSquare will make commercially reasonable efforts to
resolve Software incidents for live remote based production systems using the following
guidelines:
Priority
Resolution Process
Resolution Time
Priority 1—
CentralSquare will provide a
CentralSquare will work continuously to
procedural or configuration
provide the Client with a solution that allows
Urgent
workaround or a code
the Client to resume live operations on the
correction that allows the
production system.
Client to resume live
CentralSquare will resolve the issue as soon as
operations on the production
possible and not later than twenty-four (24)
System.
hours after notification.
Priority 2 —
CentralSquare will provide a
CentralSquare will work continuously to
procedural or configuration
provide the Client with a solution that
Critical
workaround or a code
allows the Client to resume normal
correction that allows the
operations on the production System.
Client to resume normal
operations on the production
CentralSquare will resolve the issue as soon as
System.
possible and not later than thirty-six (36) hours
after notification.
Priority
CentralSquare will provide a
CentralSquare will work to provide the
3 —Non -
procedural or configuration
Client with a resolution which may include a
Critical
workaround that allows the
workaround or code correction within a
Client to resolve the
timeframe that takes into consideration the
problem.
impact of the issue on the Client and
CentralSquare's User base. Priority 3 issues
have priority scheduling in a subsequent
release.
Priority 4 —
If CentralSquare
CentralSquare will work to provide the Client
Minor
determines that a reported
with a resolution which may include a
Minor Priority error
workaround or code correction in a future
requires a code correction,
release of the software. Priority 4 issues have
such issues will be
no guaranteed resolution time.
addressed in a subsequent
release when applicable.
9. Non -Production Environments. CentralSquare will make commercially reasonable efforts to
provide fixes to non -production environment(s). Non -production environments are not included
under the response or resolution tables provided in this Exhibit.
9.1. Maintenance. All non -production environment resolution processes will follow the structure and
schedules outlined above for production environments.
9.2. Incidents and service requests. Non -production environment incidents are considered priority 3
or 4, dictated by circumstances and will be prioritized and scheduled similar to production
environment service requests.
10. Training. Outside the scope of training services purchased, if any, Client is responsible for the
training and organization of its staff in the operation of the Software.
11. Development Work. Software support and maintenance does 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 Software, except
such work as may be specifically purchased and outlined in the Agreement. CentralSquare
retains all intellectual property rights in development work performed and Client may request
consulting and development work from CentralSquare as a separate billable service.
Cloud Hosted Terms
For the cloud subscriptions of CAD and RMS only, the following terms apply:
Service Level Commitments. In each Service Period, the target for availability of the
CentralSquare Software is 99.9% ("Availability Target"). "Availability of the Software" or
"Service Availability" shall mean that the Software and Service are operating fully without a
Priority 1 deficiency or error. "Service Period" means twenty-four (24) hours per day Monday
through Sunday each calendar month that Client receives the Software, a monthly maintenance
period of not more than (30) minutes and twice yearly updates of up to four (4) hours. During
this time, Clients may experience intermittent interruptions. CentralSquare shall make its best
efforts to minimize the frequency and duration of these interruptions without increasing
security risks or Service deficiencies or errors.
Measurement. Service availability is measured as the total time that the CentralSquare
Software is available during each Service Period for access by Client ("Service
Availability" defined above). 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
and shall make these metrics available on the support portal detailing the past month's
performance. The Client, at their discretion, may also employ monitoring tools, not to
override CentralSquare's measurements for purposes of calculating Service Availability.
Additionally, Client monitoring tools' use must be:
1. mutually agreed upon by CentralSquare and Client.
2. paid, installed and maintained by the Client.
3. non-invasive and may not reside on CentralSquare's systems
4.
Calculation. Service Availability for a given month shall be calculated using the following
calculation:
The total number of minutes which the CentralSquare Software was experiencing a P1 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.
Service Availability Targets are subject to change due to the variance of the number of
days in a month.
The total number of minutes which the service was NOT available in a given month shall
exclude minutes associated with scheduled or emergency maintenance under the threshold
set forth above.
Remedy. If the Service Period target measurement is not met then the Client shall be
entitled to a credit calculated as follows:
Service Availability in the relevant Percentage Reduction in
Service Period Monthly Fee for 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%
Credit entitlement must be requested by the Client within sixty (60) days of the failed
Availability Target. Client shall not be eligible for credits for any period where Client is
more than thirty (30) days past due in undisputed payments.
Server Performance & Capacity
The standard provisioning of storage for the cloud solutions is 1 terabyte. If the Client
requests to add additional Software, 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 at per unit
(gigabyte, hour, license, etc).
System Maintenance
Software Maintenance and up ades. CentralSquare shall provide all hosted systems and
network maintenance as deemed appropriate and necessary by CentralSquare.
Maintenance and upgrades shall be scheduled not less than four (4) calendar days in
advance with the Client's primary contact. Such notice shall include the time, estimated
duration, and effected functionality of such maintenance. CentralSquare shall install the
upgrades at mutually agreed times to minimize adverse impact to Client operations and
public safety. Typical downtime is four (4) hours twice a year, depending on data size and
start/end version changes. Monthly web patches can take twenty -to -thirty (20-30) minutes
to install. CentralSquare shall perform updates in accordance with Client's preferred dates
and times, particularly during regularly scheduled monthly maintenance on the Wednesday
following the second Tuesday of the month.
Emergency maintenance. Emergency situations shall 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 impacting system stability and integrity. CentralSquare
shall make reasonable attempts to provide Client with as much prior notice as possible,
however if no contact can be made, CentralSquare management may deem it necessary to
move forward with the emergency maintenance. CentralSquare shall notify the Client
promptly after such emergency, which shall be not more than one (1) hour after
commencement of its emergency response, of the anticipated duration of the interruption,
what services will be effected and any offered work -a -rounds.
EXHIBIT 3
Sample COI
ACO410.�RO® CERTIFICATE OF LIABILITY INSURANCE
DATE (MINOW YM
IGM22M
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 INSURER(S), 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(s).
PRODUCER
COMTACT
NAME
MARSH USA, INC
TWO ALLIANCE CENTER
PHONE FAX No),
3560 LENOX ROAD, S:: " E 2400
ATLANTA, GA M326
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INSURER A: The Charter Oak Fire Inumce Co
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COVERAGES CERTIFICATE NUMBER: ATL.OD54.SWI-00 REVISION NUMBER: D
THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED 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.
EXCL::SION'S AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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DESC Wn" OF OPERAMM I LOCAMM I VBUCLES (ACORD IM. Adder Rm m*% Sdredole, mry be aCxhed dowe spaceec regaved)
Evidence of [ccrar,ce
CERTIFICATE HOLDER CANCELLATION
CenaalSoare Tedm)lopes LLC
1 ODO Business Center DrNv
Lake Mary FL 32746
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WELL BE DELIVERED W
ACCORDANCE WITH THE POLICY PROVISIONS.
of Marsh USA hre
reserved.
ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
EXHIBIT 4
Statement of Work
[ATTACHED]
EXHIBIT 5
Usinq/Accessing Agency Guidelines
NOT APPLICABLE
{.II-3tt�
CENTRALSQUARE
CentralSquare Access Management Policy
In order to provide secure, CJIS compliant connections to agency systems CentralSquare
Technologies ("CentralSquare") requires BeyondTrust or SecureLink as the only approved methodology
of connection. BeyondTrust and Securelink provide the necessary remote access in order to service and
maintain CentralSquare products while adhering to the FBI CJIS requirements. Both solutions utilize two -
factor authentication Federal Information Processing Standard Publication (" FIPS") 140-2 validated
cryptographic modules and AES encryption in 256-bit strengths.
BeyondTrust and Securelink meet the security requirements required for Remote Access under the
FBI CJIS Security Policy.
BeyondTrust and Securelink are addressed in turn via this Access Management Policy; Customers
may choose which remote privileged access management solution will be utilized by CentralSquare.
BeyondTrust
The BeyondTrust remote support solution may be utilized via escorted session or a jump client. As
for an escorted session, when an agency needs assistance from CentralSquare, the agency employee
requesting assistance will receive verbal or email communication with a session key necessary to enable
remote access. If a verbal key is provided, the user enters the session key after visiting
httas: securesuonort.centralsouare.com.
Jump clients are a Windows service that can be stopped/started to facilitate a support
session. Connections made via jump client can be active or passive. An active jump client is always
available. A passive connection is enabled for a specific purpose and then disabled when not used.
Regardless of the option selected, CentralSquare's support team will arrange a BeyondTnrst session to
establish the jump client.
The jump client resides on the agency side on the installed device, where an agency administrator
can manage. Instructions on how to enable 'disable jump clients can be provided upon request. A sample
workflow of a passive jump client is provided below:
Should an agency require support from CentralSquare, a call would be
placed and/or a support ticket opened in the portal on the CentralSquare
customer support website. Before accessing the agency's system and/or
environment, the CentralSquare representative would send a notice of
connection from the CentralSquare support portal instance. This notice
can be sent to the individual at the agency that the CentralSquare
representative is working with or other designated contacts as necessary.
Upon receipt of the notice of connection, the agency personnel would
enable the BeyondTrust jump client. The CentralSquare representative
Imo; CENTRALSQUARE
would then be admitted to the agency's system and/or environment to
perform the necessary task Upon completion of the task, the
CentralSquare representative sends a notice of disconnection from the
CentralSquare support portal instance. Upon receipt of the notice of
disconnection, the agency personnel would then disable the BeyondTrust
jump client.
Securelink
Similar to BeyondTrust's escorted session, Securelink may be utilized via "quick connect". To
enable a quick connect sessionwhen an agency needs assistance from CentralSquare, the Agency employee
requesting assistance will enter a key code in order to connect for screen sharing on a device.
Similar to the jump client methodology, SecureLink may also be utilized via "gatekeeper". The
sample workflow description for a jump client provided above is substantially similar to the workflow for
gatekeeper.
Summation
BeyondTrust and Securelink allow customers the ability to monitor connectivity to the customer's
network and maintain CHS compliance while enabling CentralSquare to perform the necessary support
functions.
For any additional information, please do not hesitate to reach out to CentralSquare.
Exhibit B
City of Lubbock, TX
Purchasing & Contract Management
Insurance Requirements
TYPE OF INSL-&A-NCE
GENERAL UABn=
Commercial General Liability
❑ Claims Made Other
❑ WlHeavy Equipment ■ Occurrence
XCU
❑ To Incluude Products of Complete Operation Endorsements
J PROFESSIONAL LIABHX Y Occurrence
] or Technical Errors and Omissions
CYBER LIABILITY ■ Occurrence
■
AUTOMOTnTE LIABILITY
❑ Any Auto
❑ Scheduled Autos
❑ Non-Onned Au tos
EXCESS LIABn=
❑ Umbrella Foam
GARAGE LIABI[=
❑ Any Auto
Occurrence
❑ All O%med Autos
❑ Hired Autos
Other than Auto Only-
COAMINED SLNGLE LEWr
General Aggregate
Products-Comp(Op AGG
Personal dt Adv. Injury
Contractual Liability
Fire Damage (Any one Fire)
Med EV (Any one Person)
General Aggregate
General Aggregate
General Aggregate
Per Occurrence
Aggregate
Each Occurrence _
Aggregate -
Auto Only - Each Accident _
Each Accident _
Aggregate -
❑ BUILDER'S RISK ❑ 100% of Sue Total Contract Price
❑ INSTALLATION FLOATER ❑ 100'/o of the Total Material Costs
❑ POLLUTION
❑ CARGO
Ftl WORKERS COMPENSATION or OCCL'PATONAL MEDICAL AND DISABILITY
El EMPLOYERS' T TABR=
OTHER COPIES OF E"OSEMENTS ARE REQLMUZ
0 City of Lubbock named included as additional insured on Auto General Liability on a primary and non-
Fil contributory basis. To include Products and Completed Operations Endorsements
❑ Waiver of subrogation in favor of the City of Lubbock on all coverages
❑ No insurance required.
V-
500.000
-AOUW
DocuSign Envelope ID: 5DD8E334-7D1A-4D37-9150-80EA21482013
CERTIFICATE OF INTERESTED PARTIES FORM 1295
lofl
Complete Nos. 1- 4 and 6 if there are interested parties.
Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties.
OFFICE USE ONLY
CERTIFICATION OF FILING
Certificate Number:
2022-962127
Date Filed:
12/07/2022
Date Acknowledged:
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
CentralSquare Technologies, LLC
Lake Mary, FL United States
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Lubbock Police Department
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
16295
Enterprise Suite software and implementation services including data migration and training services
4
Name of Interested Party
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
Intermediary
Kotzabasakis, Manolis
Lake Mary, FL United States
X
Medintz, Barry
Lake Mary, FL United States
X
Grilliot, Sara
Lake Mary, FL United States
X
5 Check only if there is NO Interested Party. ❑
o uNSwuRN DECLARATION
My name is Barry Medintz , and my date of birth is
My address is 1000 Business Center Drive t aka Haan, FL 32746 USA
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in Seminole County, State of FL —on the 7 day of December , 20 22
(month) (year)
I— DocuSigned by:
A44A)
of authorized agent of contracting business entity
(Declarant)
Forms provided by Texas Ethics Commission www.ethics.state.tx.us Version V3.5.1.eb87ef42
CERTIFICATE OF INTERESTED PARTIES FORM 1295
lofl
Complete Nos. 1- 4 and 6 if there are interested parties.
OFFICE USE ONLY
Complete Nos.1, 2, 3, 5, and 6 if there are no interested parties.
CERTIFICATION OF FILING
Certificate Number:
2022-962127
1 Name of business entity filing form, and the city, state and country of the business entity's place
of business.
CentralSquare Technologies, LLC
Lake Mary, FL United States
Date Filed:
12/07/2022
2 Name of governmental entity or state agency that is a party to the contract for which the form is
being filed.
City of Lubbock Police Department
Date Acknowledged:
12/09/2022
3 Provide the identification number used by the governmental entity or state agency to track or identify the contract, and provide a
description of the services, goods, or other property to be provided under the contract.
16295
Enterprise Suite software and implementation services including data migration and training services
4
Name of Interested Parry
City, State, Country (place of business)
Nature of interest
(check applicable)
Controlling
Intermediary
Kotzabasakis, Manolis
Lake Mary, FL United States
X
Medintz, Barry
Lake Mary, FL United States
X
Grilliot, Sara
Lake Mary, FL United States
X
5 Check only if there is NO Interested Parry. ❑
6 UNSWORN DECLARATION
My name is and my date of birth is
My address is
(street) (city) (state) (zip code) (country)
I declare under penalty of perjury that the foregoing is true and correct.
Executed in County, State of on the day of , 20
(month) (year)
Signature of authorized agent of contracting business entity
(Declarant)
ruinw piuvweu oy iexas tmics t-ommission www.etnlcs.state.tx.us Version V3.5.1.eb87ef42