AMENDMENT TO THE SOFTWARE LICENSE AND SERVICE SUBSCRIPTION AGREEMENT BETWEEN CENTRALSQUARE
TECHNOLOGIES, LLC AND BARSTOW POLICE DEPARTMENT
This Amendment (this “Amendment”) to the Software License and Service Subscription Agreement (“Agreement”) entered into by and between CentralSquare Technologies, LLC (“CentralSquare”), and Barstow Police Department (“Client” or “Customer”) with an execution date of July 31st, 2020, as amended from time to time including additional purchases is entered into and effective as of the last date of signature below (“Effective Date”). In the event of a conflict or inconsistency between this Amendment and the Agreement, the terms of this Amendment shall control. Customer and CentralSquare may be referenced as each a “Party”, and together “Parties”.
WHEREAS, Customer entered into the Agreement for an on-premise deployment of the PSJ Pro CentralSquare solution; and
WHEREAS, the Parties mutually agree and desire to switch the on-premise deployment of the CentralSquare PSJ Pro solution to a cloud-hosted deployment.
NOW THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Term. Upon the Effective Date, the Agreement is renewed and extended for a term of five (5) years (“Term”). This extension replaces and supersedes any prior term, renewal, or expiration provisions set forth in the Agreement or any related document. This Term is not subject to unilateral reduction, early expiration, or nonrenewal unless terminated due to an uncured breach. Upon expiration of the Term, the Agreement shall automatically renew for successive one (1) year renewal terms unless either Party provides the other with a notice of non-renewal at least ninety (90) days prior to the expiration of the then current term.
2. Amendments to the Agreement. As of the Effective Date, the Agreement is hereby amended or modified as follows:
a. The items listed in Attachment A, attached to this Amendment, detail the items to be migrated to cloud, the services necessary, and associated costs. The on-premise software being migrated to cloud shall be replaced as applicable and licensed as follows:
i. Access Grant. So long as subscription fees are paid and current, (unless terminated as provided in the Agreement, 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. Additional software subscriptions purchased after the execution of this Amendment 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 the Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of the applicable access. 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.
ii. Attachment B, Statement of Services is hereby added as an additional document, in its entirety governing the cloud migration project.
iii. Attachment C, Maintenance & Support is hereby added as an additional document that governs the support and maintenance of all software.
iv. Attachment D, Service Level Commitments is hereby is added as an additional document that governs the cloud provisions of the software as applicable.
3. AI Use & Accuracy. The software provided under this Amendment may include access to artificial intelligence (“AI”) features that generate outputs based on inputs. Customer acknowledges and agrees that:
a. AI-generated outputs may be inaccurate, incomplete, or inappropriate, and should not be relied on as a sole source of truth or decision making;
b. Users are responsible for reviewing and validating any AI-generated content before using it in any context;
c. A human-in-the-loop (human is actively involved in reviewing, validating, or making decisions based on the output) approach is strongly recommended, and users agree to exercise appropriate judgment and oversight when using the software;
d. CentralSquare makes no warranties or guarantees regarding the accuracy, reliability, or suitability of AIgenerated outputs for any particular purpose; e. Use of the AI features is at Customer’s own risk, and Customer agrees not to use the software in any manner that may cause harm or violate applicable laws or regulations.
4. Limited Effect. Except as expressly provided in this Amendment, all of the terms and provisions of the Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties.
Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each reference in the Agreement to "the Agreement” will mean and be a reference to the Agreement as amended by this Amendment.
5. Representations and Warranties. Each Party hereby represents and warrants to the other Party that:
a. It has the full right, power, and authority to enter into this Amendment and to perform its obligations hereunder and under the Agreement as amended by this Amendment. b. The execution of this Amendment by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, and the delivery of this Amendment by such Party, have been duly authorized by all necessary action on the part of such Party. c. This Amendment has been executed and delivered by such Party and constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.
6. Miscellaneous. All other terms and conditions of the Agreement not specifically modified by this Amendment shall remain in full force and effect. Should any term in this Amendment conflict with a term in the Agreement, the terms of this Amendment shall control.
IN WITNESS THEREOF, THE PARTIES HERETO HAVE ENTERED INTO THIS AMENDMENT AS OF THE EFFECTIVE DATE.
CentralSquare Technologies, LLC Barstow Police Department 1000 Business Center Drive
Lake Mary, FL 32746
220 East Mountain View
Suite A,
Barstow, California , 92311
By: \s2\ By: \s1\
Print Name: \n2\ Print Name: \n1\
Print Title: \t2\ Print Title: \t1\
Date Signed: \d2\ Date Signed: \d1\
Attachment A
Software & Services
INCLUDED SOFTWARE
ACCIDENT REPORTING MODULE
PRODUCT NAME QUANTITY UNIT PRICE DISCOUNT TOTAL
1. Mobile PS Pro Accident
Reporting Annual Subscription
Fee
35 130.00 - 2,275.00 2,275.00
2. Records PS Pro Accident
Reporting Annual Subscription
Fee
1 2,650.00 - 1,325.00 1,325.00
3. Records PS Pro Accident
Reporting State-Specific Form
Annual Subscription Fee
1 2,650.00 - 1,325.00 1,325.00
Accident Reporting Module Software Subtotal 9,850.00 USD Accident Reporting Module Software Discount - 4,925.00 USD Accident Reporting Module Software Total 4,925.00 USD
CAD
PRODUCT NAME QUANTITY UNIT PRICE TOTAL
4. CAD PS Pro Accurint Interface (Export)
Annual Subscription Fee
1 2,390.00 2,390.00
5. CAD PS Pro CLQ Location & Image
Retrieval Annual Subscription Fee
1 8,100.00 8,100.00
6. CAD PS Pro ImageTrend Interface
(Export) Annual Subscription Fee
1 3,980.00 3,980.00
7. CAD PS Pro Priority SMS Paging
Annual Subscription Fee
1 6,300.00 6,300.00
8. CAD PS Pro ProQA PlatinumCertified
Interface (Import and Export) Annual
Subscription Fee
1 7,425.00 7,425.00
9. CAD PS Pro Tablet Command Interface
(Import and Export) Annual Subscription
Fee
1 23,860.00 23,860.00
10. CAD PS Pro USDD Phoenix G2 FSA
Interface (Export) Annual Subscription
Fee
1 9,940.00 9,940.00
11. CentralSquare Pro CAD Cloud Dispatch
Position Annual Subscription Fee
3 1,800.00 5,400.00
12. CentralSquare Pro CAD Cloud Platform
Annual Subscription Fee
1 34,000.00 34,000.00
13. CentralSquare Pro Cloud Mapping AVL
Playback Annual Subscription Fee
1 2,385.15 2,385.15
CAD Software Total 103,780.15 USD
CENTERLINE AI
PRODUCT NAME QUANTITY UNIT PRICE DISCOUNT TOTAL
14. Centerline AI Platform Annual
Subscription Fee
1 4,000.00 - 4,000.00 0.00
15. Centerline AI User Annual
Subscription Fee
70 350.00 - 24,500.00 0.00
Quote #: Q-236815
Centerline AI Software Subtotal 28,500.00 USD
Centerline AI Software Discount - 28,500.00 USD
Centerline AI Software Total 0.00 USD
MOBILE
PRODUCT NAME QUANTITY UNIT PRICE TOTAL
16. CentralSquare Pro CAD Cloud Mobile
Position Annual Subscription Fee
20 450.00 9,000.00
Mobile Software Total 9,000.00 USD
RECORDS
PRODUCT NAME QUANTITY UNIT PRICE DISCOUNT TOTAL
17. CentralSquare Pro Records
Cloud Officer Annual
Subscription Fee
50 400.00 20,000.00
18. CentralSquare Pro Records
Cloud Platform Annual
Subscription Fee
1 36,000.00 36,000.00
19. Pro Records Additional Standard
Interface Annual Subscription
Fee - includes up to 1 Standard
Integrations
1 7,000.00 - 3,500.00 3,500.00
20. Records PS Pro NDEx Adapter
(IA IEPD) Annual Subscription
Fee
1 0.00 0.00
Records Software Subtotal 63,000.00 USD
Records Software Discount - 3,500.00 USD
Records Software Total 59,500.00 USD
SOFTWARE SUMMARY
Software Subtotal 214,130.15 USD
Software Discount - 36,925.00 USD
Software Total 177,205.15 USD
WHAT SERVICES ARE INCLUDED?
ACCIDENT REPORTING MODULE
DESCRIPTION TOTAL
1. Public Safety Consulting Services - Fixed Fee 2,340.00
2. Public Safety Project Management Services - Fixed Fee 975.00
3. Public Safety Technical Services - Fixed Fee 780.00
4. Public Safety Training Services - Fixed Fee 780.00
Accident Reporting Module Services Subtotal 4,875.00 USD Accident Reporting Module Services Discount - 4,875.00 USD Accident Reporting Module Services Total 0.00 USD
CENTERLINE AI
DESCRIPTION TOTAL
5. Centerline AI Implementation Services - Fixed Fee 1,560.00 Centerline AI Services Subtotal 1,560.00 USD
Centerline AI Services Discount - 1,560.00 USD
Centerline AI Services Total 0.00 USD
CLOUD IMPLEMENTATION
DESCRIPTION TOTAL
6. Pro CAD Cloud Migration Services (1-12 CAD Positions) - Fixed Fee 5,000.00
7. Pro RMS Cloud Migration Services (1-1,000 Sworn) - Fixed Fee 5,000.00 Cloud Implementation Services Subtotal 10,000.00 USD
Cloud Implementation Services Discount - 10,000.00 USD
Cloud Implementation Services Total 0.00 USD
SERVICES SUMMARY
Services Subtotal 16,435.00 USD
Services Discount - 16,435.00 USD
Services Total 0.00 USD
QUOTE SUMMARY
Software Subtotal
214,130.15 USD
Services Subtotal
16,435.00 USD
Quote Subtotal 230,565.15 USD
Discount - 49,860.00 USD
Quote Total 177,205.15 USD
Net Recurring Fees will increase in the amount of $69,844.67. For products being replaced in this project, this is an estimate based on the client’s current recurring fees of $107,360.48. The increase amount may change based on any adjustments to scope or pricing and depending on the final project timeline. Your new renewal estimate is $177,205.15. Any items not being replaced by this order will continue in addition to the renewal estimate listed.
TOTAL RECURRING FEES
TYPE AMOUNT
TOTAL RECURRING FEES $177,205.15
CURRENT RECURRING FEES -$107,360.48
NET RECURRING FEE INCREASE $69,844.67
The amount totals for Maintenance and/or Subscription on this quote include only the first year of software use and maintenance.
Payment Terms:
Subscriptions:
- The initial Subscription Fees are due on the Delivery Date. - Centerline AI is included at no cost for up to twelve (12) months from the Delivery Date. After twelve (12) months, Centerline will be at the non-discounted price shown above, due annually on the anniversary of the Delivery Date, subject to the price increase detailed below.
- Annual Subscription Fees shall be due in accordance with the table below:
Years Term Amount Uplift
1 6/27/2027-6/26/2028 $177,205.15 0%
2 6/27/2028-6/26/2029 $205,705.15 0%
3 6/27/2029-6/26/2030 $209,819.25 2%
4 6/27/2030-6/26/2031 $214,015.64 2%
5 6/27/2031-6/26/2032 $218,295.95 2%
- The Annual Subscription Fees following the initial five (5) year term, or starting with Year 6, shall increase by 5%.
Services:
Payment Schedule:
Implementation Services
30% Due on Effective Date
20% Due at Project Kickoff
15% Due at completion of 1
st 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 payment date of the replacement subscription software detailed above. 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. - The support payments for the On-Premise system shall be payable until the date of Delivery.
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 1st 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 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.
*Delivery: For cloud-based software Delivery shall be whichever the following applies and occurs first: Customer has (a) received log-in access to the software or any module of the software or (b) received access to the software via a URL.
Attachment B
Summary of Services
[ATTACHED]
Attachment C
Maintenance & Support
This Maintenance & Support Attachment 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” 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 onsite 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 Attachment, including remote access in accordance with the Remote Access Policy.
3. Online Support Portal
Online support is available via https://support.centralsquare.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. Exclusions from Technical Support 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 thirdparty 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;
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 Attachment.
CentralSquare will make commercially reasonable efforts to respond to Software incidents for live remote based production systems using the following guidelines:
Priority Issue Definition Response Time
Priority 1 –
Urgent
The software is completely down and will not
launch or function.
Priority 1 issues must be called in via 833-278-7877 and will be immediately answered and managed by the first
available representative.
Priority 2 –
Critical
A high-impact problem that disrupts the
customer’s operation but there is capacity to
remain productive and maintain necessary
operations.
Priority 2 issues must be called in via 833-278-7877 and will be immediately answered and managed by the first
available representative.
Priority 3 –
Non-Critical
A Software Error related to a user function which
does not negatively impact the User from the use
of the system. This includes system administrator
functions or restriction of user workflow but does
not significantly impact their job function.
Non-Critical Priority 3 issues must be reported via
Https://support.centralsquare.com/s/contact-us
Priority 4 –
Minor
Cosmetic or documentation errors, including
Customer technical questions or usability
questions.
Minor Priority 4 issues must be reported via
Https://support.centralsquare.com/s/contact-us
7. Exceptions. CentralSquare shall not be responsible for failure to carry out its Support and Maintenance obligations under this Attachment 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:
Priority Resolution Process Resolution Time
Priority 1 – Urgent CentralSquare will provide a procedural or configuration workaround or a code
correction that allows the Customer to
resume live 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.
Priority 2 –
Critical
CentralSquare will provide a procedural
or configuration workaround or a code
correction that allows the Customer to
resume normal operations on the
production System.
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 after notification.
Priority 3 – Non –
Critical
CentralSquare will provide a procedural
or configuration workaround that allows
the Customer to resolve the problem.
CentralSquare will work to provide the Customer with a resolution which may include a workaround or code correction within a timeframe that takes into consideration the impact of the issue on the Customer and CentralSquare’s User base. Priority 3 issues have no defined resolution time.
Priority 4 – Minor If CentralSquare determines that a
reported Minor Priority error requires a
code correction, such issues will be
addressed in a subsequent release
when applicable.
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 defined resolution time.
9. Cases needing development. Support cases that require code development (e.g. writing, modifying or reviewing source code to create new functionality, resolve issues, or improve existing features) will be transferred to the appropriate product development team. Cases transferred to product development will be reviewed to determine the nature of the request, the severity of the impact on the performance of the solution, and the availability of a resolution. CentralSquare reserves the right to close out Non-Critical (Priority 3) and Minor (Priority 4) support cases, without resolution, for development items that do not reasonably fall within the current product roadmap.
10. 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 Attachment.
10.1. Maintenance. All non-production environment resolution processes will follow the structure and schedules outlined above for production environments.
10.2. 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.
11. 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.
12. 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.
13. 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.
CentralSquare Access Management Policy
In order to provide secure, federally compliant connections to agency systems CentralSquare Technologies (“CentralSquare”) requires BeyondTrust or SecureLink as the only approved methodology of connection. BeyondTrust and Securelink provide the necessary remote access in order to service and maintain CentralSquare products while adhering to the 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://securesupport.centralsquare.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.
Attachment D
Service Level Commitments
The following applies to any cloud-hosted CentralSquare software only. The following does not apply to any onpremise software, hardware, or third-party products.
1. Service Level Commitments
A. Availability. During any calendar month, the availability of the Solution shall be no less than 99.99%, excluding 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 well as continual periodic updates during the unscheduled downtime regarding CentralSquare’s progress in remedying the unavailability and estimated time at which the Solution shall be available.
B. Measurement. Service availability is measured as the total time that the solutions are available during each calendar month for access by Customer (“Service Availability”). Service Availability measurement shall 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:
I. The total number of minutes which the service was not available in a given month shall be subtracted from the total number of minutes available in the given month. The resulting figure is divided by the total number of minutes available in the given month.
II. Service availability targets are subject to change due to the variance of the number of days in a month.
III. The total number of minutes which the service was not available in a given month shall exclude minutes associated with scheduled or emergency maintenance.
D. Remedy. If the service period target measurement is not met, then the customer shall be entitled to a credit calculated as follows:
Service availability in the relevant
Service period
Percentage reduction in monthly fee for the
subsequent service period
Less than 99.99% but greater than or equal to 99.9% 1%
Less than 99.9% but greater than or equal to 99.5% 5%
Less than 99.5% 10%
E. Credit must be requested by the customer within sixty (60) days of the failed target. Any credit awarded shall be applied 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 Attachment 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 include, but are not limited to:
A. Internet Access. Issues relating to Customer’s internet access. Any outages, slowdowns, or other problems related to the internet connection are explicitly disclaimed;
B. Customer’s Internal Network Issues. Issues originating from Customer’s internal network such as network congestion, network equipment failure, or misconfigurations are explicitly disclaimed; C. Third-Party 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. Releases. Customer agrees keep the software up-to-date with the cloud release cycle as determined by CentralSquare.
Staying current is essential to address security, performance, and infringement issues, and is required for receiving software support. All modifications, revisions, and updates to the software will be provided through new releases, accompanied by documentation updates whenever the CentralSquare deems necessary.
5. 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.
Esri Terms and Conditions
Use of the Esri software requires Customer agreement to the following terms and conditions from Esri:
1. Customer’s use of Esri’s software is restricted to the executable code and in accordance with payment of its fees to Esri via CentralSquare.
2. Customer shall not (i) transfer the Esri software except for temporary CPU transfer in the event of computer malfunction; (ii) participate in assignment, time-sharing, lending, leasing, distributing, sublicensing, or renting of the Esri software or use for commercial network services or interactive cable or remote processing services; and (iii) pass title of the Esri software to any party.
3. Customer shall not reverse engineering, disassembly, or decompilation the Esri software and prohibit duplication of the Esri software except for a single archival copy. Reasonable backup copies are permitted.
4. Customers disclaim, to the extent permitted by applicable law, Esri and its licensors' liability for any damages or loss of any kind, whether direct, special, indirect, incidental, or consequential, arising from the use of the Esri software including, but not limited to, liability for use of Esri software in high-risk activities or liability related to any Data supplied by Esri.
5. Customer shall certify in writing to CentralSquare that Customer has discontinued use and has uninstalled, removed, and destroyed Esri software upon CentralSquare’s instruction due to CentralSquare’s agreements authorizing CentralSquare customers’ use of Esri software ending.
6. Customer will comply fully with all relevant export laws and regulations of the United States, including, but not limited to, the Export Administration Regulations (EAR), including prohibited end users and end uses as referenced in Part 44 and Supplement No. 4 to Part 44 of the EAR (https://www.bis.doc.gov/index.php/documents/regulations-docs/2343-part744-control-policy-end-user-and-end-use-based-2/file and https://www.bis.doc.gov/index.php/documents/regulations-docs/2347-744-supp-4-6/file); International Traffic in Arms Regulations (ITAR); and the United States Department of Treasury, Office of Foreign Assets Control (OFAC) regulations, and to ensure that Esri products, or any direct product thereof, are not exported, reexported, transferred, diverted, used, or accessed, directly or indirectly, in violation of any United States export laws and regulations.
7. Customer will not remove or obscure any patent, copyright, trademark, proprietary rights notices, or legends contained in or affixed to any Esri software, output, metadata file, or online or hard-copy attribution page of any data with respect to Esri software.
8. Customer disclaims all terms in the Esri Click-Through Master Agreement (E204CW) included with Esri software and acknowledges that any warranty offered by CentralSquare CST-2026-105638
for CentralSquare software shall only apply between CentralSquare and Customer. Esri does not offer any warranties or indemnities to Customer for the Esri software.
9. Customer shall not use Esri software for any revenue-generating activities. Esri software that Customer uses is for the internal use of Customer only.
10. Customer shall not use Esri software independently from CentralSquare’s software or in any other product or service.
CST-2026-105638
Centerline AI Terms of Use