Res No 187-24-16292RESOLUTION NO. 187-24-16292
A RESOLUTION OF THE MA YOR AND CITY
COMMISS ION OF THE CITY OF SOUTH MIAMI,
FLORIDA, AUTHORIZING THE CITY MANAGER TO
EXECUTE THE CENTRALSQUARE SOLUTIONS
MULTIYEAR AGREEMENT FOR AN INITIAL FIVE-YEAR
TERM FOR COMMUNITY DEVELOPMENT SOFTWARE
AND MAINTENANCE, SUPPORT, MIGRATION,
INSTALLA TION AND OTHER PROFESSIONAL SERVICES
FOR A HOSTED COMMUNITY DEVELOPMENT
SOLUTION I N AN AMOUNT NOT TO EXCEED $30,000 IN
FY 2025 AND PROVIDE FOR AN ANNUAL SUBSCRIPTION
AMOUNT OF $58,410 IN FY 2026, AND AUTHORIZING AN
ANNUAL 5% INCREASE FOR SUBSEQUENT FISCAL
YEARS; PROVIDING FOR IMPLEMENTATION,
CORRECTIONS, AND AN EFFECTIVE DATE.
WHEREAS, the C ity of South Miami (the "City") ha s utili zed th e Community
Development Software Services (the "Service s") offered by Ce ntralSquare Tecbnologies, LLC
(the "Vendor") s in ce 1995; and
WHEREAS, the C ity curre ntly utilizes the Vendor for the Services through th e
ONESolution software sys tem w hich was purcha se d in October 20 I 0 ; and
WHEREAS, the Services offered through the current ONESolution software system from
the Vendor ha s reached the end of it s useful lifecycle and need s to be upgraded with the late st
version to enhance and improve the software's effic iency and sec urity; and
WHEREAS, , the Vendor ha s proposed entering into an agreement, attached hereto as
Exhibit "A" (the "Agreement "), for the provi s ion of the Services ba se d on a sub sc ripti o n-ba sed
model for an initial five-year tenn in t he amo unt of$30,000 for fi sc al yea r 2024-25 and $58 ,410
for fiscal year 2025-26 , with five percent (5 %) increases for each fiscal year thereafter for th e
rema inder of the Agreement 's tenn; and
WHEREAS, Section 5 of Article III of the City C harter was recently amended to allow
the City Co mmi ss ion to set a figure above which purchases s hall be approved by th e C it y
Commiss ion after competitive conditions ha ve been maintained and competitive bids soug ht from
at lea st three di fferent so urc es of supp ly, if available, w ith s uch determination to be mad e by the
C ity Commission; and
WHEREAS, the C ity Comm iss ion ha s not set suc h figure , so the previous figure of$5,000
continues in effect; and
WHEREAS, C it y Staff ha s dete rmin ed that the Vendor is the sa le source provider for the
Services and accordingly, other so urc es are not available , and it is not in the C it y's best interest to
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Res. No. 187-24-16292
procure new software from a different provider due to the large cost of procuring and implementing
a new software and the City's long-term relationship with the Vendor; and
WHEREAS, the City Commission desires to authorize the City Manager to negotiate and
execute the Agreement, based on the form attached hereto as Exhibit "A," with the Vendor for the
Services in the amount of $30,000 for fiscal year 2024-25 and $58,410 for fiscal year 2025-26,
with five percent (5%) increases for each fiscal year thereafter for the remainder of the
Agreement's term; and
WHEREAS, the annual cost for the Services will be charged to Information Technology
Maintenance Account No. 001-1410-513-4634, which has a current balance of$59,493 before this
request, or such other funding source(s) as determined by the City Manager to be in the best
interests of the City; and
WHEREAS, the City Commission finds that this Resolution is in the best interest and
welfare of the City.
NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND CITY
COMMISSION OF THE CITY OF SOUTH MIAMI, FLORIDA, AS FOLLOWS:
Section 1. Recitals. The above-stated recitals are true and correct and are incorporated
herein by this reference.
Section 2. Authorization. The City Manager is hereby authorized to negotiate and
execute the Agreement with the Vendor for the Services, based on the form attached hereto as
Exhibit "A," in an amount not to exceed $30,000 for fiscal year 2024-25 and $58,410 for fiscal
year 2025-26, with five percent (5%) increases for each fiscal year thereafter for the remainder of
the Agreement's term, subject to the approval as to form, content, and legal sufficiency by the City
Manager and City Attorney. The annual cost for the Services will be charged to Information
Technology Maintenance Account No. 001-1410-513-4634, which has a current balance of
$59,493 before this request, or such other funding source(s) as determined by the City Manager to
be in the best interests of the City.
Section 3. Implementation. That the City Manager is authorized to take any and all
actions necessary to implement the Agreement and the purposes of this Resolution.
Section 4. Corrections. Conforming language or technical scrivener-type corrections
may be made by the City Attorney for any conforming amendments to be incorporated into the
final resolution for signature.
Section 5.
adoption.
Effective Date. This Resolution shall become effective immediately upon
PASSED AND ADOPTED this 10th day of December, 2024.
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Res . No . 187-24-16292
ATTEST:
C ITY ~
READ AND APPROVED AS TO FORM,
LANGUAGE, LEGALITY AND
EXECU TIO N THE
WEISS SE OTA HELFMAN COLE
& BLERMAN , P.L.
C ITY ATTORNEY
APPROVED:
Ma yo r Fernandez:
Vice Mayor Co re y:
Co mmi ss io ne r Bonich:
Co mmi ss ion e r Calle:
4-0
Yea
Yea
out of room
Yea
Commi ss ion er Rodriguez: Yea
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Cen tral Sgua re Solution s Agre eme nt
This CenlralSquare Solutions Agreement (the "Ag ree m en t"), effective as of the latest date shown on the signature block below
(the "Effective Dat e"), is entered into between Cent ralS qu are Techno l ogies, LLC with its principal place of business in Lake
Mary , FL ("Cen t raISqu ar e") and City of South Miami , FL ("C ustomer"), together with CentralSquare, the "Parti es ", and each, a
"Party ".
WHEREAS , Customer entered into a prio r agreement for Software products with Supe rion , LL C , a CentralSquare Technolog ies, LL C
company ; and
WHEREAS , Customer is a currently li censed end user of the Superion Software; and
WHEREAS, through asset purchase , CentralSquare is the owner of all Superion Software products , services , and contractual
obligations ; and
WHEREAS , Customer desires to discontinue use of the Superion Software products and upgrade to the CentralSquare Software
solution identified in Exhibit 1 to this Agreement; and
WHEREAS , this Agreement shall replace and supersede any and all prior agreements directly re lated to the Superion Software
products be ing rep laced by this Agreement.
WHEREAS , CentralSquare licenses and gives access to certain software applications ("Solution s") 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 provide support and
maintenance, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE , in considera tion of the mutual covenants, terms , and conditions se t forth herein , and for other good and val uable
consi deratio n, t he receipt and sufficie ncy of w hich are he reby acknowledged, by the sig natures of thei r duly aut horized represe ntat ive
be low, the Parties intend in g to be lega ll y bou nd, agree to all of the followi ng provi sions and exhibits of th is Ag ree ment:
By :
Print Name:
Print T itle:
D at e Sig ned :
1000 Business Center Dri ve
Lake Mary, F L 32746
~-Sl,,",d by:
Chief Reve nu e officer
12/12/2024
Solut ion : Community Dev
Term.
6130 Sunset Drive
By :
Print Name:
P ri nt Title:
D ate S ig n ed:
Initial Term . The Initial Term o f this Agreement commences as of the Effective Date and will continue in effect for fi ve (5) year(s)
from such date unless terminated earlier pursuant to any of the Agreement's express provisions (the "In i lia I Term ").
Renewal Te rm. This Agreement will automatically renew for additional successive one (1) year terms un less earlier terminated
purs uant to any of the Agreement's provisio ns (a "Renewa l Term " and , collectively , with the Initia l Term , the "T e rm -).
Non-Renewal. Either Party may elect to end renewa l of the Agreement by iss uing a notice of non -renewa l, in writing , to the ot her
Party six (6) months prior to the e xpiration of the Agreement term .
Fees .
In consideration of the rights and services granted by CentralSquare to Customer under this Agreement , Customer shall make
payments to CentralSquare pursua nt to the amounts and payment terms outlined in Exhibit 1 (the Solution(s) and Services Fee
Schedule).
All invoices shall be billed and paid in U .S. dollars (US D) and in accordance with t he terms set forth in Exhib it 1. If Customer delays
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an in voic e payment for any reason , Customer sha ll promptly notify Ce ntralSquare in w riting th e reaso ns for such delay , Unle ss
otherwise agreed by both Parties , CentralSquare may apply any pa y ment re ce ived to any deli nquent amount outstanding.
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Standard Terms and Conditions
1. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:
1.1. "Affiliate" means any other Entity that directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such Entity.
1.2. "Authorized User" means Customers employees, consultants, contractors, and agents who are authorized by
Customer to access and use the Solutions pursuant to this Agreement, and for whom access to the Solutions has been
purchased.
1.3. "Baseline SolutionD means the version of a Solution updated from time to time pursuant to CentralSquare's warranty
services and maintenance, but without any other modification.
1.4. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of CentralSquare to
deliver the 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.
1.5. "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.
1.6. "Customer Systems" means the Customers information technology infrastructure, including computers, software,
hardware, databases, electronic systems (including database management systems), and networks, whether operated
by Customer or through the third-party services.
1.7. "Defect" means a material deviation between the Baseline Solution and its Documentation, for which Customer has
given CentralSquare sufficient 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 any 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 sufficient 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.
1.8. "Delivery" means:
1.8.1. For on-premise Solutions, Delivery shall be when CentralSquare delivers to Customer the initial copies of the
Solutions outlined in Exhibit 1 by whichever the following applies and occurs first (a) electronic delivery, by
posting it on CentralSquare's network for downloading, or similar suitable electronic file transfer method, or (b)
physical shipment, such as on a disc or other suitable media transfer method, or (c) installation, or (d) delivery
of managed services server. Physical shipment is on FOB -CentralSquare's shipping point, and electronic
delivery is at the time CentralSquare provides Customer with access to download the Solutions.
1.8.2. For cloud-based Solutions Delivery shall be whichever the following applies and occurs first when Authorized
Users have (a) received log-in access to the Solution or any module of the Solution or (b) received access to
the Solution via a URL.
1.9. "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 Solution(s), including any aspect of its installation, configuration, integration, operation, use,
support, or maintenance.
1.10. "End User Training" means the process of educating general users of the Software on the operation of the Software.
1.11. "Entity" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority,
unincorporated organization, trust, association, or other organization.
1.12. "Hardware" means any equipment, computer systems, servers, storage devices, peripherals, and any other tangible
assets purchased under this Agreement.
1.13. "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.
1.14. "Managed Services Hardware" means any eqUipment, computer systems, servers, peripherals, and any other tangible
asset purchased as a subscription under this Agreement.
1.15. "Maintenance" means optimization, error correction, modifications, and Updates (defined herein) to CentralSquare
Solutions to correct any known Defects and improve performance. Maintenance will be provided for each Solution, the
hours and details of which are described in Exhibit 2 (Maintenance and Support).
1.16. "New or Major Releases" means new versions of a Baseline Solution (e.g., version 4.0, 5.0 etc.) not provided as part
of Maintenance.
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1.17. "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.
1.18. "Professional Services" means configuration, 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.
1.19. "Project Kickoff" is a meeting to occur shortly after contract execution between CentralSquare and Customer in which
goals and objectives are set forth, all parties relevant team members are identified, and scope, timelines, and milestones
are reviewed.
1.20. "Reliability Period" is the time period in which the Software is tested and confirmed reliable by successfully completed
fifteen (15) continuous days in a live environment with no repeatable Priority 1 or Priority 2 issues as defined in Exhibit
2, unless otherwise agreed in a statement of work.
1.21. "Software" means the software program(s) (in object code format only) identified on Exhibit 1 (Solution(s) and Services
Fee Schedule). The term "Software" excludes any Third-Party Software.
1.22. "Software Version" means the base or core version of the Solution Software that contains significant new features
and significant fixes and is available to the Customer. 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.
1.23. "Solutions" means the software, Documentation, 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.
1.24. "Support Services" means Maintenance, Enhancements, implementation of New Releases, and general support
efforts to respond to incidents reported by Customer in accordance with Exhibit 2 (Maintenance & Support) and Exhibit
8 (Managed Services Provisions), if applicable.
1.25. "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.
2. License. Access. and Title.
2.1. License Grant. For any Solution designated as a "license" on Exhibit 1, Customer is granted a perpetual (unless
terminated as provided herein), nontransferable, nonexclusive right and license to use the Software for Customer'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. Additional software licenses
purchased after the execution of this Agreement shall also be licensed in accordance with the provisions of this section.
Customer shall not use, copy, rent, lease, sell, sublicense, modify, 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, Customer shall
not be entitled to a refund of any license fees paid. Notwithstanding, Customer 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 Affiliate governmental agencies/entities, provided that the Software is installed and operated
at only one physical location. The Software license 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.
2.2. Access Grant. For any Solution deSignated as a "subscription" on Exhibit 1, so long as subscription fees are paid and
current, (unless terminated as provided herein), Customer is granted a nontransferable, nonexclusive right to use the
software for the Customer'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.
Additional CentralSquare software subscriptions purchased after the execution of this Agreement shall also be
accessed in accordance with the provisions of this section. Customer shall not use, copy, rent, lease, sell, sublicense,
modify, 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, Customer shall not be entitled to a refund of any subscription fees paid.
Notwithstanding, Customer 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 Affiliate governmental
agenCies/entities. The subscription access 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.
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2.3. Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-sublicensable, 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.
2.4. Application Programming Interface "API". If the Customer has purchased any Application Programming Interface (API)
license or subscription, Customer may use such API for Customer's own internal use to develop interfaces which enable
interfacing with the applicable CentralSquare Software purchased herein. The development and use of such interfacing
applications is specifically permitted under the use granted herein and shall not be deemed derivative works provided
that they are not, in fact, derived from the CentralSquare Software or the ideas, methods of operation, processes,
technology or know-how implemented therein. Other than the usage rights granted herein, Customer shall not acquire
any right, title or interest in the CentralSquare Software or API by virtue of the interfacing of such applications, whether
as joint owner, or otherwise. Should Customer desire to provide or share the API to a third-party, the third-party must
enter into an API Access Agreement by and between the third-party and CentralSquare directly to govern the usage
rights and restrictions of the applicable API.
2.5. Hardware. Subject to the terms and conditions of this Agreement, CentralSquare agrees to deliver, through hardware
vendors, the Hardware itemized on Exhibit 1. The risk of loss or damage will pass to Customer upon the date of delivery
to the Customer specified facility. Upon delivery and full satisfaction of the Hardware payment obligations, Hardware
shall be deemed accepted and Customer will acquire good and clear title to Hardware. All Hardware manufacturer
warranties will be passed through to Customer. CentralSquare expressly disclaims, and Customer hereby expressly
waives all other Hardware warranties, express or implied, without limitation, warranties of merchantability and fitness
for a particular purpose.
2.6. Managed Services Hardware. Subject to the terms and conditions of this Agreement, CentralSquare agrees to deliver
the Managed Services Hardware itemized on Exhibit 1. So long as the applicable subscription fees are paid and current,
Customer shall maintain a limited right in possessory interest in the Managed Services Hardware. No title in the
Managed Services Hardware will pass to Customer at any time or for any reason. Customer agrees to maintain
adequate insurance against fire, theft, or other loss for the Managed Services Hardware full insurable value.
CentralSquare shall coordinate any defect or warranty claims in accordance with Exhibit B.
2.7. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property
Rights in or relating to the 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.
3. Use Restrictions. Authorized Users shall not:
3.1. 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 Entity, including on or in connection with
the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
3.2. 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;
3.3. 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;
3.4. 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 {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;
3.5. 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;
3.6. 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;
3.7. 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;
3.B. 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 in Section 2.
4. Audit.
4.1. CentralSquare shall have the right to audit Customer's use of the Software to monitor compliance with this Agreement.
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
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records for the purpose of verifying license counts, access counts, and overall compliance with this Agreement.
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, or if an audit reveals that Customer has exceeded the
restrictions on use, 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 and prompt payment of any
underpayment of Fees.
5. Customer Obligations.
5.1. 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 if required by
CentralSquare, remote access in accordance with Exhibit 3 (CentralSquare Access Management Policy); and (c)
provide all cooperation as CentralSquare may reasonably request to enable CentralSquare to exercise its rights and
perform its obligations under this Agreement.
5.2. 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.
5.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3,
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.
5.4. Maintaining Current Versions of CentralSguare Solutions. In accordance with Exhibit 2 (Maintenance & Support) and
Exhibit 8 (Managed Services Provisions), if applicable. Customer shall install and/or use any New or Major Release
within one year of being made available by CentralSquare to mitigate a performance problem, ineligibility for Support
Services, or an infringement claim.
6. Professional Services.
6.1. Compliance with Customer Policies. While CentralSquare personnel are performing services at Customer's site,
CentralSquare personnel will comply with Customer's reasonable 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.
6.2. 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.
6.3. Federal Grant Funds. Not Applicable.
7. Confidentiality.
7.1. Nondisclosure. The Parties agree, unless othelWise 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. "Confidential Information" means the Solution(s), 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 or which, by its nature,
is commonly understood to be confidential.
7.2. 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.
8. Security.
8.1. 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.
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8.2. 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, non-repudiation, virus detection and eradication.
8.3. 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.
9. 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:
9.1. 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);
9.2. 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
9.3. 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
9.4. CentralSquare shall take reasonable steps to ensure that its employees, agents and contractors who may have access
to Personal Information are persons who need to know I access the relevant Personal Information for valid business
reasons; and
9.5. 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.
10. Representations and Warranties.
10.1. Intellectual Property Warranty. CentralSquare represents and warrants that (a) it is the sole and exclusive owner of (or
has the right to license) the software; (b) it has full and sufficient right, title and authority to grant the rights andlor
licenses granted under this Agreement; (c) the software does not contain any materials developed by a third party used
by CentralSquare except pursuant to a license agreement; and (d) the software does not infringe any patent, or
copyright.
10.2. Intellectual Property Remedy. In the event that any third party asserts a claim of infringement against the Customer
relating to the software contained in this Agreement, CentralSquare shall indemnify and defend the Customer pursuant
to section 13.1 of this Agreement. In the case of any such claim of infringement, CentralSquare shall either, at its option,
(1) procure for Customer the right to continue using the software; or (2) replace or modify the software so that that it
becomes non-infringing, but equivalent in functionality and performance.
10.3. Software Warranty. CentralSquare warrants to Customer that: (i) for a period of one year from the Effective Date (the
"Warranty Period") the Software will substantially conform in all material respects to the specifications set forth in the
Documentation, when installed, operated and used as recommended in the Documentation and in accordance with this
Agreement; and (ii) at the time of delivery the Software does not contain any virus or other malicious code.
10.4. Software Remedy. If, during the Warranty Period a warranty defect is confirmed in the CentralSquare Software,
CentralSquare shall, at its option, reinstall the Software or correct the Defects. Defects that occur in the Software after
the Warranty Period will be corrected pursuant to Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services
Provisions), if applicable.
10.5. Services Warranty. CentralSquare warrants that the Professional Services delivered will substantially conform to the
deliverables specified in the applicable statement of work and that all Professional Services will be performed in a
professional and workmanlike manner consistent with industry standards for similar work. If Professional Services do
not substantially conform to the deliverables, Customer shall notify CentralSquare of such non-conformance in writing,
within 10 days from completion of Professional Service, and CentralSquare shall promptly repair the non-conforming
deliverables.
10.6. Disclaimer of Warranty. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE,
CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO
THE INTELLECTUAL PROPERTY, SOFTWARE, PROFESSIONAL SERVICES, ANDIOR ANY OTHER MATTER
RELATING TO THIS AGREEMENT, AND THAT CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL WARRANTIES ARISING FROM COURSE
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OF DEALING , USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE , OR TITLE. 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
EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION . ALL THIRD-PARTY MATERIALS
ARE PROVIDED "AS-IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM
IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY . THIS AGREEMENT DOES NOT AMEND , OR
MODIFY CENTRALSQUARE 'S WARRANTY UNDER ANY AGREEMENT OR ANY CONDITIONS , LIMITATIONS ,
OR RESTRICTIONS THEREOF.
11 . Notices. All notices and other comm unica tions required or permitted under this Ag reement must be in writing and will be
deemed given when delivered personally , sent by United States registered or cert ifi ed mail , return receipt req uested ;
transm itt ed by facs imile or ema il co nfirm ed by first class mail, or sent by overnight cou rier. Notices mu st be sent to a Party at
its add ress show n below, or to such othe r place as the Party may subsequently des ignate for its receipt of notices in writing
by the other Party .
If to Centra lSquare
If to Customer:
12. Force Majeure.
CentralSquare Technologies, LLC
1000 Busine ss Center Dr.
Lake Mary, FL 32746
Phon e: 407-304-3235
Attention: Leg a l/Contrac ts
City of South Miami
6130 Suns et Drive
South Miami, FL 33143
Phone: (305) 663-6343
Email : ariveroJ@southmiamifl.gov
Attention : Alfredo Riverol
Neither Party shall be responsibte for fail ure to fulfi ll its obligations hereunder, or be liable for damages resulting from delay in
performa nce as a result of war, fire, strike , riot or insurrection , natura l disaste r, pandemic or ep id emic, delay of carriers ,
governmental order or regulation , complete or partial shutdown of plant , unava il ability of eq ui pment, softwa re, or services from
suppliers , default of a subcontractor or vendor to the Party if such defau lt arises out of causes beyond the reasonable control
of such subcontractor or vendor, the acts or om issions of the other Party , or its officers , directors , employees, agents ,
cont ractors , or elected officials, and /or other occurrences beyond the Party 's reasonable co ntro l rExcusable Delat
hereunder). In the event of such Excusable Delay , performance shal l be extended on a day for day basis or as otherwise
reasonably necessary to compensate for such delay.
13. Inde mnific ation .
13.1 . Cent ralSguare In demnification . CentralSquare shall indemnify, defend , and hold harmless Customer from any and all
Claims or liability , including attorneys' fees and costs , bro ught by a third party , alleged ly arising out of, in connection
w it h, or incident to any loss , damage or injury to persons or property or arising solely from a wrongful or negl igent act ,
error or om is sion of CentralSquare , its employees , agents , co ntractors , or any subcontractor as a result of
CentralSquare 's or any subcontractor's performance pursuant to this Agreement; however, CentralSquare shall not be
required to indem ni fy Customer for any claims caused to the exte nt of the negligence or wrongful act of Customer, its
employees, agents , or contractors . Notwithstanding anything to the contrary in the foregoing, if a Cla im or liabi lity resu lt s
from or is co nt ribu ted to by the actions or omissio ns of Customer , or its employees , agents o r contractors ,
CentralSquare 's obligations under th is provision shall be reduced to the extent of such actions or omissio ns based upon
the principle of comparative fault.
13 .2. Custome r Indemnification . To the exte nt all owable by law , Customer sha ll indem nify , defend . and hold harmless
Centra lSquare from any and a ll Claims or li ability, includ in g attorneys' fees and costs , a ll egedly aris in g out of, in
connection with , or incident to any loss , damage or injury to persons or property or aris ing so lely from a wrongful or
negligent act , error or omissio n of Customer, its employees , agents , contractors , or any subco ntractor as a result of
Customer 's or any subcontractor's performance pursuant to this Ag reement : however, Customer shall not be required
to indemn ify CentralSquare for any C laims or actions caused to the extent of the negligence or wro ngful act of
Cen tr alSqua re, its employees , agents, or cont ractors . Notwithstanding anything to the contrary in the foregoing, if a
C laim or liability results from or is contributed to by the actions or omissions of CentralSquare , or its employees , agents
or contractors , Customer's obligatio ns unde r this provision shall be reduced to the extent of such actions or omiss ions
based upo n the pri nciple of comparative fau lt.
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13.3. "Claim" in this Section 13 means any claim, cause of action, demand, lawsuit, dispute, 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.
14. Termination.
14.1. Either Party may terminate this Agreement for a material breach in accordance with this subsection. In such event, the
disputing Party shall deliver written notice of its intent to terminate along with a description in reasonable detail of the
problems for which the disputing Party is invoking its right to terminate and the specific requirement within this Agreement
or any exhibit or schedule hereto that the disputing Party is relying upon. Following such notice, the Parties shall
commence dispute resolution procedures in accordance with the dispute resolution procedure pursuant to Section 17.
14.2. CentralSquare shall have the right to terminate this Agreement based on Customers failure to pay undisputed amounts
due under this Agreement more than ninety (90) days after delivery of written notice of non-payment.
15. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:
15.1. All rights, licenses, and authorizations granted to Customer hereunder will immediately terminate and Customer shall
immediately cease all use of CentralSquare's Confidential Information and the Solutions, and within thirty (30) days
deliver to CentralSquare, or at CentralSquare's request destroy and erase CentralSquare's Confidential Information
from all systems Customer directly or indirectly controls; and
15.2. All licenses, access or subscription fees, services rendered but unpaid, and any amounts due by Customer to
CentralSquare of any kind shall become immediately payable and due no later than thirty (30) days after the effective
date of the termination or expiration, including anything that accrues within those thirty (30) days.
15.3. The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that,
by its nature (including but not limited to: Use Restrictions, Confidential Information, Warranty Disclaimers,
Indemnifications, & Limitations of Liability), will survive any expiration or termination of this Agreement.
15.4. In the event that Customer terminates this Agreement or cancels any portions of a project (as may be set forth in a
Statement of Work) prior to Go Live (which shall be defined as "first use of a Solution or module of a Solution in a
production environment, unless otherwise agreed by the Parties in a statement of work"), Customer shall pay for all
Professional Services actually performed by CentralSquare on a time and materials basis, regardless of the payment
terms in Exhibit 1.
15.5. Return of Customer Data. If Customer requests in writing at least ten (10) days prior to the effective date of expiration
or earlier termination of this Agreement, CentralSquare shall within sixty (60) days following such expiration or
termination, deliver to Customer in CentralSquare's standard format the then most recent version of Customer Data
maintained by CentralSquare, provided that Customer has at that time paid all Fees then outstanding and any amounts
payable after or as a result of such expiration or termination.
15.6. Deconversion. In the event of (i) expiration or earlier termination of this Agreement, or (ii) Customer no longer purchasing
certain Solutions (including those indicated to be Third-Party Materials), if Customer requests assistance in the transfer
of Customer Data to a different vendors applications ("Deconversion"), CentralSquare will provide reasonable
assistance. CentralSquare and Customer will negotiate in good faith to establish the relative roles and responsibilities
of CentralSquare and Customer in effecting Deconversion, as well as the appropriate date for completion.
CentralSquare shall be entitled to receive compensation for any additional consultation, services, software, and
documentation required for Deconversion on a time and materials basis at CentralSquare's then standard rates.
15.7. Termination of this Agreement shall not relieve either Party of any other obligation incurred one to the other prior to
termination.
16. 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.
17. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement (each, a "Dispute"), including
the breach, termination, or validity thereof, shall be resolved as follows:
17.1. 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 negotiations to
resolve the Dispute. Each Party shall be responsible for its associated travel and other related costs.
17.2. Escalation to Mediation. If the Parties cannot resolve any Dispute through good faith negotiations, the dispute will be
escalated to non-binding mediation, with the Parties acting in good faith to select a mediator and establishing the
mediation process. 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.
17.3. 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.
17.4. Litigation. If the Parties cannot resolve a Dispute through mediation, then once an impasse is declared by the mediator
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either Party may pursue litigation in a court of competent jurisdiction.
18. 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.
19. 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:
19.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING BUT NOT
LIMITED TO, REPLACEMENT COSTS, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
LOSSES OF PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, AND 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
19.2. 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 (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE.
20. Insurance. During the term of this Agreement, CentralSquare shall maintain insurance coverage covering its operations in
accordance with Exhibit 4 (Certificate of Insurance (Evidence of Coverage)). Upon request by Customer, CentralSquare shall
include Customer as an additional insured on applicable insurance policies provided under this Agreement. CentralSquare
shall provide proof of current coverage during the term of this Agreement.
21. Third-Party Materials. CentralSquare may, from time to time, include third parties to perform services, provide software, or
provide equipment. Customer acknowledges and agrees CentralSquare provides front-line support services for these Third-
Party Materials, but these third parties assume all responsibility and liability in connection with the Third-Party Materials.
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, except specifically that CentralSquare is authorized to represent third-
party fees 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 certain 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. If mapping information is supplied with the CentralSquare Software, CentralSquare
makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the CentralSquare
Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Customer or the
mapping database vendor to CentralSquare. All third-party materials are provided "as-is" and any representation or warranty
concerning them is strictly between Customer and the third-party.
22. Subcontractors. CentralSquare may from time to time, in its discretion, engage third parties to perform services on its behalf
including but not limited to Professional Services, Support Services, and/or provide software (each, a "Subcontractor").
CentralSquare shall be fully responsible for the acts of all subcontractors to the same extent it is responsible for the acts of its
own employees.
23. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference, constitute 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.
24. Amendment. Either Party may, at any time during the term, request in writing changes to this agreement. 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 Customer, or a written change order or amendment to
this Agreement signed by both Parties.
25. 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.
26. Counterparts. This Agreement, and any amendments hereto, 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. The
Agreement (and any amendments) shall be considered properly executed by a Party if executed by that Party and transmitted
by facsimile or other electronic means, such as DocuSign, Tagged Image Format Files (TIFF), or Portable Document Format
(PDF).
27. Material Adverse Change. If any law, regulation, applicable standard, process, OEM requirement is changed or comes into
force after the Effective Date, including but not limited to PCI standards or Americans with Disabilities Act compliance
(collectively, a "Material Adverse Change"), which is not explicitly addressed within this Agreement and results in significant
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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.
28. Cooperative Purchases. This Agreement may be used by Customer Affiliates. CentralSquare agrees to offer similar services
to other Affiliates under the same terms and conditions as stated herein except that the Fees may be negotiated between
CentralSquare and other Affiliates based on the specific revenue expectations, agency reimbursed costs, and other Affiliate
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 Affiliates. CentralSquare and the Affiliate will enter into any such arrangement with an
amendment to this Agreement.
29. Order of Precedence.
29.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, then the
following priority shall prevail:
29.1.1. The main body of this Agreement and any associated amendments, statements of work (including Exhibit 5
(Statement of Work», or change orders and then the attached Exhibits to this Agreement in the order in which
they appear.
29.2. Customer's purchase terms and conditions or CentralSquare's sales terms and conditions are not applicable and shall
have no force or effect, whether referenced in any document in relation to this Agreement.
29.3. Incorporated Exhibits to this Agreement:
Exhibit 1: Solution(s) and Services Fee Schedule
Exhibit 2: Maintenance & Support
Exhibit 3: CentralSquare Access Management Policy
Exhibit 4: Certificate of Insurance (Evidence of Coverage)
Exhibit 5: Statement of Work
Exhibit 6: Service Level Commitments
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EXHIBIT 1
Solution!s) and S ervices Fe e Schedule
Quote #: Q-1 8832 7
SOFTWARE INCLUDED
PRODUCT NAME QUANTITY UNIT PRICE DISCOUNT
l. Bl uebeam Server A PI fo r T RA KiT 1 2 ,100.00 -322 .35
Ann ual Access Fee
2. Communi ty Development: 13 5 ,023.08 - 2 ,833.74
A dva nced A nn ual Subscription Fee
Sa aS
Software Subtotal
Discount
Software Total
SERVICES INCLUDED
DESCRIPTION
1. Public Administrat ion Co nsultin g Servi ces -As Incu r red
2. Pu blic Ad mi nistrat io n Data Co nvers ion Services -As In cu rred
3. Pub lic Ad ministration Deve lopmen t Services -As Inc urred
4. Publi c Adm inistration G IS Services -As In c urred
5. Public Admi nistrat ion Project M anagement Services -As Incurred
6. Pub lic A dmini stra tio n T echnica l Services -As In cu rred
S e rvic e s Subtotal
Discount
S e rvices Total
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TOTAL
1,777 .65
56,633.26
67,400 .00 USD
- 3,156.09 USD
58,4 10.9 1 USD
TOTAL
2,160.00
1,800.0 0
3,240.0 0
9,00 0.00
4 ,140.00
4,320.00
24 ,660.00 US D
-14 ,660.36 US D
9,999.64 USD
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QUOTE SUMMARY
Software Subtotal
67,400.00 USD
Services Subtotal
24,660.00 USD
Quote Subtotal 92,060.00 USD
Discount -23,641.26 USD
Quote Total 68,410.55 USD
RECURRING FEES
TYPE AMOUNT
FIRST YEAR MAINTENANCE TOTAL 0.00
FIRST YEAR SUBSCRIPTION TOTAL 58,410.91
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The amount totals for Maintenance and/or Subscription on this quote include only the first year of software use and
maintenance. Renewal invoices will include this total plus any applicable uplift amount as outlined in the relevant purchase
agreement.
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Payment Terms:
Subscriptions:
If applicable, Annual Subscription Fees are due on the Delivery Date, and annually thereafter on the anniversary of
the Delivery Date.
Annual Subscription Fees shall increase by 5% each year.
Services:
Payment Schedule:
~mplementation Services
30% Due on Effective Date
20% Due at Project Kickoff
15% Due at completion of 1st End User Training Session
30% Due at Go Live
5% Due at completion of Reliability Period
If applicable, non-fixed fee professional services shall be due as incurred on a time and materials basis. Non-fixed
fee professional services are not included in the percentages outlined in the above Payment Schedule.
If applicable, non-fixed fee travel expenses shall be due as incurred, invoiced monthly for the travel expenses of the
preceding month. Non-fixed fee travel expenses are not included in the percentages outlined in the above Payment
Schedule.
If applicable, Fixed Fee travel expenses are included in the percentages outlined in the above Payment Schedule.
Hardware:
If applicable, Non-subscription Hardware Fees are due on the Effective Date.
Licenses:
If applicable, License Fees are due on the Delivery Date.
Support & Maintenance
If applicable, Support & Maintenance Fees are due annually, starting prior to the first anniversary of the Delivery Date and
annually thereafter.
Annual Software Maintenance Fees shall increase by 5% each year.
If applicable, legacy support and maintenance shall be due until the Delivery Date of the applicable replacement
software. Any unused pre-paid support and maintenance shall be credited as a pro-rated amount towards the next
applicable subscription software invoice due under this Agreement, or future invoice.
Third Party:
If applicable, Third-Party Software Fees are due on the Effective Date. Third-Party software subscriptions and/or
support fees shall be due annually thereafter on the anniversary of the Effective Date. Third-Party Software fees are
subject to increase each year.
If applicable, Third-Party Services shall be due 50% at Effective Date, 25% at completion of 1 st End User Training
Session, and 25% at Go Live.
Invoice Terms:
CentralSquare shall provide an invoice for the items in the schedule above no less than thirty (30) days prior to the due date.
ANCILLARY FEES
a. 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.
b. To the extent allowable by law, 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
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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.
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EXHIBIT 2
Maintenance & Support
This Maintenance & Support Exhibit describes support and maintenance relating to technical support that CentralSquare
will provide to Customer during the Term of the Agreement.
1. Product Updates and Releases
1.1. Software Version. "Software Version n means the base or core version of the Software that contains significant new
features and significant fixes and is available to the Customer. 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 Customer is receiving technical support
from CentralSquare on the general release date for an Update, CentralSquare will provide the Customer with the
Update and related Documentation at no extra charge. Updates for custom configurations will be agreed upon by the
Parties and outlined in a Statement of Work or Change Order.
1.3. Releases. Customer shall agree to install and/or use any New or Major Release within one year of being made
available by CentralSquare to avoid or mitigate a performance problem, ineligibility for Support and Maintenance
Services or infringement claim. 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 CentralSquare
determines, in its sole discretion, that such updates are necessary.
2. Support
2.1. CentralSquare shall provide to Customer support via toll-free phone number 833-278-7877 or via the CentralSquare
Support Portal. CentralSquare shall provide to Customer, commercially reasonable efforts in solving errors reported by
the Customer as well as making available an online support portal. Customer shall provide to CentralSquare reasonably
detailed documentation and explanation, together with underlying data, to substantiate errors and to assist CentralSquare
in its efforts to diagnose, reproduce and correct the error. Should either Party not be able to locate the error root cause
and Customer 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.
2.2. 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 Customer shall pay
for CentralSquare's investigation, travel, and related services in accordance with provided estimate. Customer must
provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to
perform its obligations under this Exhibit, including remote access in accordance with the Remote Access Policy.
3. Online Support Portal
Online support is available via https:/lsupport.centralsguare.com/s/contact-us, offering Customer the ability to resolve its
own problems with access to CentralSquare's most current information. Customer 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 Customer 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).
4. Exclyslons from Technical Sypport Services
CentralSquare shall have no support obligations to provide Support or Maintenance for Solutions that are not kept current
to one version prior to the then current version of the Solution. CentralSquare shall have no support obligations with
respect to any third-party hardware or software product not licensed or sold to Customer by CentralSquare ("Nonqualified
Product"). Customer shall be solely responsible for the compatibility and functioning of Nonqualified Products with the
Software.
5. Customer Responsibilities
In connection with CentralSquare's provision of technical support as described herein, Customer acknowledges that
Customer 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 for accessing the Solution.
5.2 Maintain any applicable 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 For CentralSquare Solutions that are implemented on Customer Systems, 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;
CST -2024-102731
Docusign Envelope 10: 086A722A-AEF7-480D-9043-8E0793349703
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 Customer shall remain solely responsible at all times for the safeguarding of Customer's proprietary, confidential,
and classified information contained within Customer Systems; and
5.8 Reasonably ensure that the Customer Systems are 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 Exhibit. CentralSquare will make commercially reasonable efforts to respond to Software incidents for live
remote based production systems using the following guidelines:
IPrJr.;nf.y -'i .~~g'~P.f$.fJrliti()h lResponse Tim,
~--... , :
!Priority 1 -jrhe software is completely down and will not Priority 1 issues must be called in via 833-278-7877 and
IUrgent aunch or function. ~iII be immediately answered and managed by the first
IBvaiiable representative.
Priority 2-~ high-impact problem that disrupts the Priority 2 issues must be called in via 833-278-7877 and
!critical bustomer's operation but there is capacity to ~iII be immediately answered and managed by the first
emain productive and maintain necessary IBvaiiable representative.
pperations.
priority 3 -~ Software Error related to a user function which Priority 3 issues called in via 833-278-7877 will be
lNon-Critical ~oes not negatively impact the User from the use mmediately answered and managed by the first
pf the system. This includes system administrator
Junctions or restriction of user workflow but does
IBvaiiable representative.
not significantly impact their job function. Non-Critical Priority 3 issues may also be reported via
lI-ittn.S:IISUDDort.centralsQuare. com/s/contact-us
Priority 4-~osmetic or documentation errors, including Priority 4 issues called in via 833-278-7877 will be
Minor Customer technical questions or usability mmediately answered and managed by the first
Auestions. available representative.
Minor Priority 4 issues may also be reported via
Httn.s:llsUDDort. centralsauare. com/s/contact-us
7. Exceptions. CentralSquare shall not be responsible for failure to carry out its Support and Maintenance obligations under
this Exhibit if the failure is caused by adverse impact due to:
7.1. defectiveness of the Customer's Systems (including but not limited to environment, hardware or ancillary systems),
or due to Customer corrupt, incomplete, or inaccurate data reported to the Solution, or documented defect.
7.2. denial of reasonable access to Customer's System or premises preventing CentralSquare from addressing the issue.
7.3. material changes made to the usage of the Solution by Customer where CentralSquare has not agreed to such
changes in advance and in writing or the modification or alteration, in any way, by Customer or its subcontractors, of
communications links necessary to the proper performance of the Solution.
7.4. a Force Majeure event (as outlined in Section 12), or the negligence, intentional acts, or omissions of Customer or
its agents. .
8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For critical
impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved. CentralSquare
will make commercially reasonable efforts to resolve Software incidents for live remote based production systems using
the following guidelines:
CST -2024-102731
Docusign Envelope 10: 086A722A-AEF7-4800-9043-8E0793349703
~riority 1 -Urgent
Priority 2-
~ritical
Priority 3 -Non -
Critical
Priority 4 -Minor
_. :Risgl\iUon Process
CentralSquare will provide a
procedural or configuration
workaround or a code correction that
~lIows the Customer to resume live
pperations on the production
~ystem.
~entralSquare will provide a
procedural or configuration
~orkaround or a code correction that
~lIows the Customer to resume
~ormal operations on the production
System.
CentralSquare will work continuously to provide the Customer
with a solution that allows the Customer to resume live
operations on the production system.
CentralSquare will either resolve the issue or provide a resolution
plan as soon as possible and not later than twenty-four (24) hours
after notification.
CentralSquare will work continuously to provide the Customer
with a solution that allows the Customer to resume normal
operations on the production System.
CentralSquare will either resolve the issue or provide a resolution
plan as soon as possible and not later than thirty-six (36) hours
~fter notification.
CentralSquare will provide a CentralSquare will work to provide the Customer with a
procedural or configuration !resolution which may include a workaround or code correction
workaround that allows the Customer r.,vithin a timeframe that takes into consideration the impact of
LO resolve the problem. ILhe issue on the Customer and CentralSquare's User base.
If CentralSquare determines that a
reported Minor Priority error
requires a code correction. such
issues will be addressed in a
lSubsequent release when
iapplicable.
Priority 3 issues have priority scheduling in a subsequent
release.
CentralSquare will work to provide the Customer with a
resolution which may include a workaround or code correction
in a future release of the software. Priority 4 issues have no
~efined resolution time.
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 subordinate to production environment service requests.
10. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and organization
of its staff in the operation of the 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 Customer may request consulting
and development work from CentralSquare as a separate billable service.
12. Technology Life Expectancy. Customer understands, acknowledges and agrees that the technology upon which the
Hardware, Solution and Third-Party Software is based changes rapidly. Customer further acknowledges that CentralSquare
will continue to improve the functionality and features of the Solution to improve legal compliance, accuracy, functionality and
usability. As a result, CentralSquare does not represent or warrant that the Hardware, Solution and/or Third-Party Software
provided to Customer under this Agreement or that the Customer Systems recommended by CentralSquare will function for
an indefinite period of time. Rather, CentralSquare and Customer may, from time to time, analyze the functionality of the
Hardware, Solution, Third-Party Software and Customer Systems in response to changes to determine whether Customer
must upgrade the same. Customer upgrades may include without limitation, the installation of a new Release, additional disk
storage and memory. and workstation and/or server upgrades. Customer upgrades may also include the installation and/or
removal of Third-Party Software. Customer is solely responsible for all costs associated with future resources and upgrades.
CST-2024-102731
Docusign Envelope 10: 086A722A-AEF7-480D-9043-8E0793349703
EXHIBIT 3
CentralSquare Access Management Policy
In order to provide secure, federally compliant connections to agency systems CentralSquare Technologies ("CentraISquare")
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 Federal Bureau
of Investigations Criminal Justice Information Services 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 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 Customer. 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 https:/Isecuresupport.centralsguare.com.
Jump Customers are a Windows service that can be stopped/started to facilitate a support session. Connections
made via jump Customer can be active or passive. An active jump Customer 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 BeyondTrust session to establish the jump Customer.
The jump Customer resides on the agency side on the installed device, where an agency administrator can manage.
Instructions on how to enable/disable jump Customers can be provided upon request. A sample workflow of a passive jump
Customer 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 Customer. The
CentralSquare representative 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 Customer.
Securelink
Similar to BeyondTrust's escorted session, Securelink may be utilized via "quick connect". To enable a quick connect
session when 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 Customer methodology, SecureLink may also be utilized via "gatekeeper". The sample workflow
deSCription for a jump Customer 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 CJIS compliance while enabling CentralSquare to perform the necessary support functions.
CST -2024-102731
Docusign Envelope 10: 086A722A-AEF7-480D-9043-8E0793349703
EXHIBIT 4
Certificate of Insurance (Evidence of Coverage)
AeRO' CERTIFICATE OF LIABILITY INSURANCE I M1E eMII"D" •• "
CI9lII5I2tIM
THIS CERTIFICATE 15 ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS
CERTIFICATE DOES NOT AFFlRMATlVELY OR NEGATIVELY AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POUCIES
BelOW. THlS CERTIFICATE OF lNSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S). AUTHORIZED
REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER.
IMPORTANT: rf ttle certificate bolder is an ADDmoNAL INSURED. the poUcy(ies) must haYe ADDI110NAL INSURED provisions or be endorsecL
rf SUBROGATION IS WAIVED. subject Co tile terms and conditions of ttle poky. ceraIn policies may require an endorsement. A statement on
ttlis certificate does not confer rights to the cettificate holder in lieu of such endorsemetd(s).
I'RGOUCIR CC*TACT
w.RStt U5t\ u.c. !MIlE:
1WO AI.LIItNCE CENTER ~ 1=..-.01:
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COVERAGES CERTIRCATE NUMBER: REVISION NUMBER; 0
THJS IS 10 CERTIFY THAT THE POUCIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE fOR THE POLICY PEftK)O
INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR COHOmON OF ANY CONTRACT OR OTHeR DOCUMENT WITH RespeCT TO WKiCH THIS
CERTIfICATE MAY BE ISSUED OR MAY PERTAIN. THE INSURANCE AfFORDED BY THE POUCIES DESCRIBED HEREIN IS SUBJECT 10 All THE TERMS.
EXClUSIONS AND CONDIllONS OF SUCH POLICreS. UMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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CERTIFICATE HOLDER CANCElLATION
CIIID'i1I5qUaIe TeGIIaIOgies, uc SHOULD ANY Of THE ABOVE DESCRJBED POLICIES BE CANCELLED BEfORE
tOOO Business CIIUr Oiut THE EXPtRAnoN DATE THEREOf. NOTICE WILL BE DEUVERED IN "'I8y, R. S27.a ACCORDANCE WITH THE POUCY PROVISIONS.
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ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD
CST-2024-1 02731
Docusign Envelope 10: OB6A722A-AEF7-4BOD-9043-BE0793349703
CST-2024-1 02731
EXHIBIT 5
Statement of Work
(Attached)
Docusign Envelope ID : DB6A7 22A -AEF 7-4B DD-9D43 -BE D7 93349703
~.~ CENTRALSQUARE
Summary of Services
Project: South Miami, FL (Q-188327)
Th e parties mutually agree and acknowledge this Summary of Services is a hi gh-l eve l overview o f the proje ct requ este d,
no t a detailed req uirem en t s or design o f so lu t ion.
Project Scheduling
Part ies agree a sc hedule w ill be provided for services wi thin sixty (60) day s from the execution of the above quote
number.
Change Requests
Th e parties may r eq uest a change to thi s sum mary of services, to in crease ho urs or delive rables, through a wr itten
request to th e CentralSquare project manager or r eso urc e.
Services Scope of Project
CentralSquare wi ll migrate South Miami's TR AK iT system to the . lat est ve rsion in a n AWS cloud hosted
e nvironm e nt. Hours to be billed as incurred.
Project Management: Even in smaller, less complex proj ects, there needs to be a point of contac t an d someo ne dri v in g
a project to successfu l co mpl etio n. CentralSqu are's Implem entation Methodology ensures a project has the ri ght
amount o f oversight needed to success full y comp l ete the work, no more no less. A CentralSquare Pro jec t Manager wil l
be yo ur point of contact f or the scoped work with you to deve lop a timeline to m eet you r needs , drive the time lin e to
comp letio n, wo r k to resol ve any i ss ue s that ma y ari se during the life of the project, all wh il e kee pin g yo u up to date so
you ha ve th e peace o f mind your project is on track for a success ful completio n.
Professional Services
Throug hout th e cou r se of the project, Ce ntralSquare w ill use seve ral types of services (d efi ned her e in) to comp lete th e
necessa ry ste ps for succ ess ful deploym ent of t he contract ed se rvi ces. The overa ll se rv ices aligned to impl ementation
includ e Co nsultin g Services, Te chnical Serv ices , Data Conversion Services, Training Serv i ces, and in some case s,
In sta ll at ion Se rv ices.
Confidential and Proprietary
Docusign Envelope 10 : DB6A722A ·AEF74BDD·9D43·BE0793349703
EXHIBIT 6
Service Level Commitments
The following applies to any CLOUD (non-OPS designated) Software Subscriptions on Exhibit 1 as a cloud
hosted Solution .
1. Service Level Commitments
A. Availabi lity . During any calendar month . the availabi lity of the So lution sha ll be no less than 99 .9%, exc luding
scheduled maintenance . CentralSquare shall provide Customer with prompt notification as soon as it becomes
aware of any actual or potential unscheduled downtime of the Solution , as we ll as continual periodic updates
during the unscheduled downtime regarding CentralSquare 's progress in remedying the un availability and
estimated time at which the Solution shall be available.
B. Measurement. Service avai lability is measured as the total time that the solutions are avai lab le during each
calendar month for access by Customer ("Service Avai lability"). Service Avai lability measurement sha ll be
applied to the production environment only , and the pOints of measurement for all monitoring shall be the
servers and the internet connections at CentralSquare 's hosted environment.
C. Calculation . Service availability for a given month shall be calculated using the following calculation :
l. The total number of minutes which the service was not available in a given month shall be subtracted
from the total number of minut es availab le in the given month . The result ing figure is divided by the
total number of minutes avai lable in the given month .
II. Service availabi lity targets are subject to change due to the variance of the number of days in a
month.
II I. The total number of minutes which the service was not avai lable in a given month sha ll exc lu de
minutes associated with scheduled or emerge ncy maintenance .
D. Remedy . If the service per iod target measurernent is not met , then the custome r shall be entitled to a credit
calculated as follows :
Service avai labilitv Credit percentaqe
Less than 99 .9% but greater than or equal to 99.0% 5 %
Less than 99 .0% but oreater than o r equal to 95.0% 10%
Less than 95% 20%
E. Credit must be requested by the custome r within sixty (60) days of the failed target. Any credit awarded sha ll
be app li ed to the next applicable invoice . Customer shall not be eligible for credits where customer is more
than thirty (30) days past due on their account.
2. Exceptions . The Service Level Commitments and availability stated in this Exhib it do not cover services
interruptions or performance issues that are caused by factors outside of CentralSquare or it's hosting partner 's
control. Such factors may inc lude , but are not limited to :
CST -202 4-102731
A. Internet Access . Issues relating to Custome r's internet access . Any outages , slowdowns , or other
problems related to the internet connection are exp licitly disclairned ;
B. Customer 's Int ernal Network Issues. Issues originating from Customer's internal network such as network
congestion , network equipment failur e, or misconfigu rations are exp li citly disclaimed :
Docusign Envelope 10: 086A722A-AEF7-48DO-9043-8ED793349703
C. Third-Partv Acts. Issues caused by the acts or omissions of third-parties, including providers of internet
services, or for issues arising from third-party software or hardware that is not provided by CentralSquare
is explicitly disclaimed;
D. Gross Negligence or Willful Misconduct. Issues relating to the failure or delay in performance to the extent
caused by the acts or omissions of Customer or its agents constituting gross negligence or willful
misconduct are explicitly disclaimed; and,
E. Force Majeure. A force majeure event such as natural disasters, acts of God, or any other cause
constituting force majeure are explicitly disclaimed.
3. Server Performance & Capacity. The standard provisioning of storage for the cloud solutions is 1 terabyte.
If Customer 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).
4. Non-Production Environments. Included in the subscription fee is access to the training environment during the
hours of 8:00am -4:00pm EST, Monday through Friday. Should the Customer require extended access for items
such as internal training, CentralSquare can make exceptions provided that Customer provide reasonable
advance written notice. CentralSquare will then work with the Customer to enable access in accordance with an
agreed upon schedule.
CST -2024-102731
Agenda Item No:15.
City Commission Agenda Item Report
Meeting Date: December 10, 2024
Submitted by: Alfredo Riverol
Submitting Department: Finance Department
Item Type: Resolution
Agenda Section:
Subject:
2.A RESOLUTION OF THE MAYOR AND CITY COMMISSION OF THE CITY OF SOUTH MIAMI,
FLORIDA, AUTHORIZING THE CITY MANAGER TO EXECUTE THE CENTRALSQUARE SOLUTIONS
MULTIYEAR AGREEMENT FOR AN INITIAL FIVE-YEAR TERM FOR COMMUNITY DEVELOPMENT
SOFTWARE AND MAINTENANCE, SUPPORT, MIGRATION, INSTALLATION AND OTHER PROFESSIONAL
SERVICES FOR A HOSTED COMMUNITY DEVELOPMENT SOLUTION IN AN AMOUNT NOT TO EXCEED
$30,000 IN FY 2025 AND PROVIDE FOR AN ANNUAL SUBSCRIPTION AMOUNT OF $58,410 IN FY 2026,
AND AUTHORIZING AN ANNUAL 5% INCREASE FOR SUBSEQUENT FISCAL YEARS; PROVIDING FOR
IMPLEMENTATION, CORRECTIONS, AND AN EFFECTIVE DATE. 3/5 (CITY MANAGER-FINANCE DEPT.)
Suggested Action:
Authorize the City Manager to execute the CentralSquare Solutions Agreement which provides for Community
Development subscription model and moves the City’s Critical Community Development (Building, Planning,
and Code) System off-premises, to CentralSquare’s proprietary cloud system.
Attachments:
Memo_-_Central_Square_Hosting_2024 (2).docx
4A39387-
Resolution_Approving_Multiyear_Agreement_with_Central_Square_for_Community_Development_Software_Servi
ces (1).docx
City of South Miami - Solutions Agreement - MSA - v1 11.21.24.pdf
community-development-2022-CMD-100-0522_UPDATED.pdf
Cloud_Benefits_Brochure_CST.pdf
Central Square Annual Maintenance 2024 Invoice.pdf
Central Square Annual Maintenance 2024 Invoice.pdf
Ad.pdf
1
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
TO:The Honorable Mayor, Vice Mayor, and Members of the City Commission
FROM:Genaro “Chip” Iglesias,City Manager
DATE:December 10, 2024
SUBJECT:Subscription Agreement with CentralSquare’s Community Development
(formerly known as TRAKiT), for Building, Planning and Zoning, and Code
Enforcement Application ($30,000 FY 25, $58,410 FY 26).
RECOMMENDATION:Authorize the City Manager to execute the CentralSquare Solutions
Agreement which provides for Community Development subscription
model and moves the City’s Critical Community Development (Building,
Planning, and Code) System off-premises, to CentralSquare’s proprietary
cloud system.
BACKGROUND:The City of South Miami has had a relationship with CentralSquare since
1995. At that time,the City procured their Finance Soultution and
Community Development Software which was operating on an AS400 IBM
proprietary system. In October of 2010 the City upgraded the Finance and
Community software to their .NET Enterprise Resource Planning (ERP)
software system, ONESolution, which helped the City run the entire
business process, supporting automation and processes in Finance,
Procurement, Building and Planning, and more.
The current TRAKiT proprietary software system, now referred to as
“Community Development” needs to be upgraded with the latest version
to enhance and improve the software’s efficiency and security. The City is
recommending moving away from the traditional product cost model and
moving forward with a subscription based model, which includes hosting
services.
The initial agreement is for five (5) year(s)from the effective date unless
terminated earlier. The Agreement will automatically renew for additional
successive one (1) year terms unless earlier terminated. Either Party may
elect to end renewal of the Agreement by issuing a notice of non-renewal,
in writing, to the other party six (6) months prior to the expiration of the
Agreement term.The City shall have the right to terminate if the proper
2
CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
appropriation of funds for the continuation of this Agreement is not
adopted for any fiscal year after the first fiscal year during the Term.
Transitioning from a product cost model to a subscription-based hosted
model offers several compelling benefits to the City. One of the primary
advantages is cost-effectiveness, as subscriptions involve lower upfront
costs, making software upgrades more accessible. Additionally, the City
gains access to regular updates and the latest features without needing to
purchase new costly upgrades and versions. The subscription model
delivers flexibility, value, and an enhanced experience, making it more
attractive to the City rather than traditional software purchasing.
On November 4, 2024, the Mayor and Commission authorized the City
Manager to execute the CentralSquare Finance Solution subscription
agreement. The initial implementation was solely the Finance Solution,
being Phase 1and completing Community Development next fiscal year as
part of phase 2. However, the City has been working with CentralSquare’s
Community Development technical experts on linking the Miami-Dade
County’s GIS to the City’s Community Development solution which is
currently on version 19.3 and not on the application’s current version of
24.1, and which is located on Miami-Dade County’s virtual servers, creating
some security and control issues. The Community Development solution
last upgrade was performed in August of 2021.
Due to the above issues mentioned, it is highly recommended that the City
move Community Development off-premises at the same time as moving
the City’s Finance Solution. CentralSquare has agreed that having both
solutions moved off-premises simultaneously would provide financial
savings and help eliminate the issues created by having the City hosting
their application within the County’s virtual servers.
For FY 2025, the CentralSquare Annual Maintenance Fee is $64,749.10
(Finance Solutions $36,339.11 and Community Development $28,409.99).
Because of the City’s long-term relationship with CentralSquare and to
complete both Finance and Community Development migrations
simultaneously, CentralSquare has agreed to discount the migration cost
to $10K for Community Development and not requiring the migration fee
payment till FY 2026 and only requiring that the City pay $30K in FY 2025,
which represents the hosting cost.
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CITY OF SOUTH MIAMI
OFFICE OF THE CITY MANAGER
INTER-OFFICE MEMORANDUM
For FY 26, CentralSquare’s first-year Community Development
subscription and hosting total is $58,410 ($28,409.99 + $30,000) and the
annual subscription fees shall increase by 5% each year thereafter.
Transitioning to the CentralSquare hosted Finance Solution allows the City
to decommission 7 existing servers, which provides an annual savings of
approximately $17,783.
In summary, transitioning the Community Development Solution from
product cost to subscription-based hosted model will increase the City’s
net overall Community Development Solution annual expense by
approximately $12,217.
The Community Development Solution subscription fee provides the City
with all upgrades and security enhancements at no additional cost.
The City is unable to secure any additional quotes from any vendors for the
upgrade of the City’s Community Development Solution proprietary
software system because the software is the exclusive property of
CentralSquare Technologies. It is not in the City’s best interest financially,
to procure any new financial software as for the large cost and additionally,
the ERP Finance Solution/ ONESolution software has been used by the City
since 2011.
FUNDING:001.1410.513.4634, Information Technology Maintenance, with a current
balance of $59,493
ATTACHMENTS:Proposed Resolution
Resolution 166-24-16271
CentralSquare Cloud Benefits Brochure
FY 2025 Annual Maintenance Invoice
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