- 1 -
CITY OF SAN BERNARDINO
PROFESSIONAL SOFTWARE SERVICES AGREEMENT
1. P ARTIES AND DATE.
This Agreement is made and entered into this ____ day of ___________, 20 23 (“Effective Date”), by and between the City of San Bernardino , a charter city and municipal corporation organized and operating under the laws of the State of California, with its principal place of business at Vanir Tower, 290 North D Street San Bernardino, CA 92401 (“City” or “Customer”) and CentralSquare Technologies , a limited liability company with its principal place of business at 1000 Business Center Drive, Lake Mary, Florida 32746 (“Vendor” or “CentralSquare” ). City and Vendor are sometimes individually referred to as “Party” and collectively as “Parties.”
2. R ECITALS.
2.1 City. City is a public agency of the State of California and is in need of professional software services for the following project:
CrimeView Analytics Software and Professional Services (hereinafter referred to as “the Project”)
2.2 Vendor. Vendor desires to perform and assume responsibility for the provision of certain professional services including, but not limited to, software programming and on- going maintenance services as required by the City on the terms and conditions set forth in this Agreement. Vendor represents that it is experienced in providing software service s to public agency clients, is licensed in the State of California, and is familiar with the computing environment of the City.
2.3 G
rant of License. Vendor hereby represents and warrants to City that Vendor is the owner of the Application Software, as defined herein, or otherwise has the right to grant to City the rights to use of the Application Software, as set forth in this Agreement and the attached License Agreement.
2.4 P
roject . City desires to engage Vendor to render such services for the Project as set forth in this Agreement.
3. D EFINITIONS
3.1 Acceptance. The term Acceptance as used in this Agreement shall refer to a thirty (30) day period following notification by the Vendor that the Application Software or any component or element thereof is ready for use. During this period, the City will test the System and if no Defects are reported, that component or element of the Application Software will be deemed Accepted. If Defects are reported, the Vendor will correct the Defect and a new Acceptance period will begin once the City has been notified by the Vendor.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 2 3.2 Application Software. The term Application Software as used in this Agreement shall refer to the collection of software programs (i.e. executable code) provided to the City by Vendor that will perform the set of functions described in the Exhibit “A”.
3.3 C ustom Software. The term Custom Software is computer programs developed under this Agreement that extends the functionality of the Application Software to i nclude features specified or required as part of this Project and under this Agreement not originally part of the Vendor’s baseline or prior version of the Application Software.
3.4 D
efect. The term Defect as used in this Agreement shall refer to any error or malfunction in the operation of the System under this Agreement that prevents the City or its agents or employees from using the Application Software to perform the features and functions proposed in Exhibit “A”.
3.5 De
livery. The term Delivery related to software shall mean the transfer and receipt (electronically) of the Application Software to the designated, City approved computing environment. Delivery of professional Services, as used in this Agreement, shall mean that the City’s designated agent under this Agreement has signed off on a given task or work order.
3.6 F
inal Acceptance. The term Final Acceptance as used in this Agreement shall be used to refer to the thirty (30) day period following the complete Acceptance and operation in productive use of all the components and elements of the System that is free of Defects. If Defects are reported by the City, the Vendor will correct the Defect(s) and notify the City after which a new Final Acceptance period will begin.
3.7 I
nstallation. The term Installation as used in this Agreement shall refer to the loading of executable code necessary for the operation of the Application Software on one of the computing environments designated herein with the Platform Software.
3.8 Li
cense Agreement . The term License Agreement as used in this Agreement shall mean the license agreement(s) for the Application Software attached hereto as Exhibit “D”.
3.9 On-goi
ng Maintenance and Support Services . The term On -going Maintenance and Support Services as used in this Agreement shall mean those Services required for on-going Application Software maintenance and support.
3.10 P
latform Software. The term Platform Software shall mean all of the server and client operating systems, utilities, objects, database software, and any 3 rd Party software necessary to operate the Application Software as required by this Agreement.
3.11 P roject. The term Project as used in this Agreement shall refer to all of the materials, labor and Services required to deliver the System.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 3 3.12 Project Deliverables. The term Products as used in this Agreement shall refer to, collectively, the Application Software, Custom Software, Platform Software, Updates, Source Code and any other products, including intellectual property, provided by Vendor under this Agreement, as more specifically set forth in Exhibit “A”.
3.13 P
roject Services . The term Project Services as used in this Agreement shall mean those Services to be provided by Vendor in order to complete the Project, through Final Acceptance.
3.14 S
ervices. The term Services as used in this Agreement shall mean, collectively, the Project Services and the On-going Maintenance and Support Services.
3.15 S ource Code. The term Source Code as used in this Agreement shall refer to all programming language code, objects, stored procedures, utilities, and compilers necessary to generate executable code for all of the Application Software and Custom Software provided under this Agreement, including all user, technical and system documentation necessary for a reasonable person to understand how to operate all elements of the System.
3.16 S
ystem. The term System shall be used in this Agreement to refer to the collection of software, firmware, operating system, database system, hardware and peripherals necessary to operate the Application Software to perform the f unctions specified in Exhibit “A”.
3.17 U
pdate. The term Update shall be used in this Agreement to refer to any bug fix, patch, enhancement, error correction, revision, performance improvement, new version, added features to or replacement of the Application Software, or any component or element thereof, designed to perform the same functions as the Application Software on any Platform Software or computing environment.
4. T ERMS.
4.1 Incorporation of Documents and Recitals; Order of Precedence. The attached exhibits and the recitals set forth above are incorporated into this Agreement by reference as though fully set forth herein.
4.2 S
cope of Services and Term .
4.2.1 General Scope of Services . Vendor promises and agrees to furnish to the City all labor (technical consulting, training, programming, etc.), software, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply CrimeView Analytics and Professional Services necessary for the Project. The Project is more particularly described in Exhibit “A” (Statement of Work) attached hereto and incorporated herein by reference including definitions required for interpreting the services described. Vendor’s methodology of connection is more particularly described in Exhibit “G”, attached hereto and incorporated herein by this reference. The Project shall be subject to, and performed in accordance with, this DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 4 Agreement, the exhibits attached hereto and incorporated herein by reference, and all applicable local, state and federal laws, rules and regulations. In the event of any conflict between the terms of the main body of the Agreement and any of the exhibits, the terms of the main body of the Agreement shall control.
4.2.2 On-Going Maintenance and Support Services . Vendor further promises and agrees to furnish to the City all labor (technical consulting, training, programming, etc.), software, materials, tools, equipment, services, and incidental and customary work necessary to fully and adequately supply the On -going Maint enance Services as required hereunder. The On- going Maintenance and Support Services are more particularly described in Exhibit “ E” (On-going Maintenance Services Statement of Work) attached hereto and incorporated herein by reference including, if applic able, definitions required for interpreting the services described. The Service Level Commitments of the Vendor are outlined in Exhibit “F”, attached hereto and incorporated herein by this reference. The On- going Maintenance and Support Services shall be subject to, and performed in accordance with, the applicable provisions of this Agreement and the attached exhibits, and all applicable local, state and federal laws, rules and regulations.
4.2.3 T
erm.
4.2.3.1 Initial Term . The term of this Agreement sh all continue for a term of five (5) years beginning on the Effective Date of the Agreement.
4.2.3.2 R enewal Term . This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to any of the Agreement’s provisions (a “Renewal Term” and, collectively, with the Initial Term, the “Term”).
4.3 R
esponsibilities of Vendor .
4.3.1 Control and Payment of Subordinates; Independent Contractor .
The Project Deliverables and Services shall be provided by Vendor or under its supervision. Vendor will determine the means, methods and details of performing Project subject to the requirements of this Agreement. City retains Vendor on an independent contractor basis and not as an employee. Vendor retains the right to perform similar or different services for others during the term of this Agreement. Any additional personnel performing the Services under this Agreement on behalf of Vendor shall also not be employees of City and shall at all times be under Vendor’s exclusive direction and control. Vendor shall pay all wages, salaries, and other amounts due such personnel in connection with their performance of Services under this Agreement and as required by law. Vendor shall be responsible for all reports and obligations respecting such additional personnel, including, but not limited to: social security taxes, income tax withholding, unemployment insurance, disability insurance, and workers’ compensation insurance.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 5 4.3.2 Schedule of Services. Vendor shall perform the Project Services expeditiously, within the term of this Agreement, and in accordance with the Project Plan, attached hereto as Exhibit “D” and incorporated herein by this reference .
Vendor shall perform the On- Going Maintenance and Support Services in accordance with the schedule therefor included in Exhibit “ E”. Vendor represents that it has the professional and technical personnel required to perform the Services in conformance with such conditions. In order to facilitate Vendor’s conformance with the foregoing schedules, City shall respond to Vendor’s submittals in a timely manner.
4.3.3 C
onformance to Applicable Requirements . All work prepared and Services performed by Vendor shall be subject to the approval of City.
4.3.4 W arranty. Vendor warrants that the Application Software shall perform as proposed and represented in Exhibit “A”. In addition, Vendor represents and warrants that, at Final Acceptance, the Application Software shall perform all of the functions specified in Exhibit “A”.
4.3.5 S
ubstitution of Key Personnel . Vendor has represented to City that certain key personnel will perform and coordinate the Services under this Agreement. Should one or more of such personnel become unavailable, Vendor may substitute other personnel of at least equal competence upon written approval of City.
In the event that City and Vendor cannot agree as to the substitution of key personnel, City shall be entitled to terminate this Agreement for cause. As discussed below, any personnel who fail or refuse to perform the Services in a manner acceptable to the City, or who are determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project or a threat to the safety of persons or property, shall be promptly removed from the Project by the Vendor at the request of the City.
4.3.6 C
oordination of Services . Vendor agrees to work closely with City staff in the performance of Services and shall be available to City’s staff, Vendors and other staff at all reasonable times.
4.3.7 S
tandard of Care; Performance of Employees. Vendor shall perform all Services under this Agreement in a skillful and competent manner, consistent with the standards generally recognized as being employed by professionals in the same discipline in the State of California. Vendor represents and maintains that it is skilled in the professional calling necessary to perform the Services. Vendor warrants that all employees and subcontractors shall have sufficient skill and experience to perform the Services assigned to them. Finally, Vendor represents that it, its employees and subcontractors have all licenses, permits, qualifications and approvals of whatever nature that are legally required to perform the Services, including a City Business License, and that such licenses and approvals shall be maintained throughout the term of this Agreement. As provided for in the indemnification provisions of this Agreement, Vendor shall perform, at its own cost and expense and without reimbursement from the City, any services necessary to correct errors or omissions which are caused by the Vendor’s failure to comply with the standard of care provided DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 6 for herein. Any employee of the Vendor or its sub- Vendors who is determined by the City to be uncooperative, incompetent, a threat to the adequate or timely completion of the Project, a threat to the safety of persons or property, or any employee who fails or refuses to perform the Services in a manner acceptable to the City, shall be promptly removed from the Project or from the provision of On- Going Maintenance and Support Services by the Vendor and shall not be re- employed to perform any of the Services or to work on the Project.
4.3.8 Regulatory Compliance. Vendor shall keep itself fully informed of and in compliance with all local, state and federal laws, rules and regulations in any manner affecting the performance of the Project and the On- Going Maintenance and Support Services, including all federal and state requirements, and shall give all notices required by law. Any and all Application Software provided under this Agreement shall be compliance with all relevant federal and state laws and regulations including, but not limited to IRS, Social Security, Federal Trade Commis sion, Homeland Security, California Public Employees Retirement System (CalPERS), and California Franchise Tax Board. Vendor shall be liable for all violations of such laws and regulations in connection with delivery of Products and Services under this Agreement. If the Vendor performs any work knowing it to be contrary to such laws, rules and regulations and without giving written notice to the City, Vendor shall be solely responsible for all costs arising therefrom. Vendor shall defend, indemnify and hold City, its officials, directors, officers, employees and agents free and harmless, pursuant to the indemnification provisions of this Agreement, from any claim or liability arising out of any failure or alleged failure to comply with such laws, rules or regulations.
4.3.9 A
dditional Provisions Related to On- going Maintenance and Support Services.
4.3.9.1 Defect Remediation. Vendor shall correct any reported Defects in a timely manner.
4.3.9.2 U pdates/Platform Protection. Vendor expressly agrees that the continuous payment for On- going Maintenance and Support Services hereunder shall entitle the City to all Updates released by Vendor (or the Application Software manufacturer), at no additional cost to the City, regardless of the operating system or database platform on which the Updates operate. Vendor shall, on a quarterly basis, make the City aware of any available Updates. Updates shall be installed only after completion, to City’s satisfaction, of reasonable testing in a City test environment. The City shall only be responsible for data conversion and/or training costs associated with the Update, which shall be at the Vendor’s then current standard rates charged to similar customers for similar services, and as shall be agreed upon in writing, in advance by the Parties.
4.4 P
arty Representatives .
4.4.1 City’s Representative . The City hereby designa tes the City Manager, or his or her designee, to act as its representative for the performance of this DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 7 Agreement (“City’s Representative”). City’s Representative shall have the power to act on behalf of the City for all purposes under this Contract. Vendor shall not accept direction or orders from any person other than the City’s Representative or his or her designee.
4.4.2 Vendor’s Representative. Vendor shall designate , a representative for the performance of Vendor’s obligations this Agreement (“Vendor’s Representative”). Vendor’s Representative shall have full authority to represent and act on behalf of the Vendor for all purposes under this Agreement. The Vendor’s Representative shall supervise and direct the Services, using his best skill and attention, and shall be responsible for all means, methods, techniques, sequences and procedures and for the satisfactory coordination of all portions of the Services under this Agreement.
4.5 I
nsurance.
4.5.1.1 Time for Compliance . Vendor shall not commence the Project under this Agreement until it has provided evidence satisfactory to the City that it has secured all insurance required under this section. In addition, Vendor shall not allow any subcontractor to commence work on any subcontract until it has provided evidence satisfactory to the City that the subcontractor has secured all insurance required under this section.
4.5.1.2 A
dditional Insured . The City of San Bernardino, its
officials, officers, employees, agents, and volunteers shall be included as additional insureds on Vendor’s and its subvendors’ policies of commercial general liability and automobile liability insurance using the endorsements and forms specified herein or exact equivalents.
4.5.1.3 C
ommercial General Liability
(A) The Vendor shall take out and maintain, during the
performance of all work under this Agreement, in amounts not less than specified herein, Commercial General Liability Insurance, in a form and with insurance companies acceptable to the City.
(B) Coverage for Commercial General Liability
insurance shall be at least as broad as the following: Insurance Services Office Commercial General Liability coverage (Occurrence Form CG 00 01) or exact equivalent.
(C) Commercial General Liability Insurance must
include coverage for the following:
(a) Bodily Injury and Property Damage
(b) Personal Injury/Advertising Injury
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 8 (c) Premises/Operations Liability
(d) Products/Completed Operations Liability
(e) Aggregate Limits that Apply per Project
(f) Explosion, Collapse and Underground
(UCX) exclusion deleted
(g) Contractual Liability with respect to this
Contract\
(h) Broad Form Property Damage
(i) Independent Vendors Coverage
(D) The policy shall contain no endorsements or
provisions limiting coverage for (1) contractual liability; (2) cross liability exclusion for claims or suits by one insured against another; (3) products/completed operations liability; or (4) contain any other exclusion contrary to the Agreement. (E) The policy shall give City, its elected and appointed officials, officers, employees, agents, and City -designated volunteers additional insured status using ISO endorsement forms CG 20 10 and 20 37, or endorsements providing the exact same coverage.
(F) The general liability program may utilize either
deductibles or provide coverage excess of a self -insured retention, subject to written approval by the City, and provided that such deductibles shall not apply to the City as an additional insured.
4.5.1.4 Automobile Liability.
(A) At all times during the performance of the work
under this Agreement, the Vendor shall maintain Automobile Liability Insurance for bodily injury and property damage including coverage for owned, non- owned and hired vehicles, in a form and with insurance companies acceptable to the City. (B) Coverage for automobile liability insurance shall be at least as broad as Insurance Services Office Form Number CA 00 01 covering automobile liability (Coverage Symbol 1, any auto).
(C) The policy shall give City, its elected and appointed officials, officers, employees, agents and City designated volunteers additional insured status.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 9 (D) Subject to written approval by the C ity, the
automobile liability program may utilize deductibles, provided that such deductibles shall not apply to the City as an additional insured, but not a self-insured retention.
4.5.1.5 Workers’ Compensation/Employer’s Liability.
(A) Vendor certifies that he/she i s aware of the
provisions of Section 3700 of the California Labor Code which requires every employer to be insured against liability for workers’ compensation or to undertake self -insurance in accordance with the provisions of that code, and he/she will comply with such provisions before commencing work under this Agreement. (B) To the extent Vendor has employees at any time
during the term of this Agreement, at all times during the performance of the work under this Agreement, the Vendor shall maintain full co mpensation insurance for all persons employed directly by him/her to carry out the work contemplated under this Agreement, all in accordance with the “Workers’ Compensation and Insurance Act,” Division IV of the Labor Code of the State of California and any acts amendatory thereof, and Employer’s Liability Coverage in amounts indicated herein. Vendor shall require all subvendors to obtain and maintain, for the period required by this Agreement, workers’ compensation coverage of the same type and limits as specified in this section.
4.5.1.6 Professional Liability (Errors and Omissions). At all times during the performance of the work under this Agreement the Vendor shall maintain professional liability or Errors and Omissions insurance appropriate to its profession, in a form and with insurance companies acceptable to the City and in an amount indicated herein. This insurance shall be endorsed to include contractual liability applicable to this Agreement and shall be written on a policy form coverage specifically designed to protect against acts, errors or omissions of the Vendor . “Covered Professional Services” as designated in the policy must specifically include work performed under this Agreement. The policy must “pay on behalf of” the insured and must include a provision establishing the insurer's duty to defend.
4.5.1.7 P
rivacy/Network Security (Cyber). At all times during the performance of work under this Agreement, the Designer shall maintain privacy/network security insurance, in a form and with insurance companies acceptable to the City, for:
(1) privacy breaches, (2) system breaches, (3) denial or loss of service, and (4) the introduction, implantation or spread of malicious software code.
4.5.1.8 M
inimum Policy Limits Required.
(A) The following insurance limits are requi red for the Agreement:
Combined Single Limit
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 10 Commercial General Liability $2,000,000 per occurrence/$4,000,000 aggregate for bodily injury, personal
injury, and property damage
Automobile Liability $1,000,000 per occurrence for bodily injury and property damage
Employer’s Liability $1,000,000 per occurrence
Professional Liability $1,000,000 per claim and aggregate (errors and omissions)
Cyber Liability $1,000,000 per occurrence limit
(B) Defense costs shall be payable in addition to the
limits.
(C) Requirements of specific coverage or limits
contained in this section are not intended as a limitation on coverage, limits, or other requirement, or a waiver of any coverage normally provided by any insurance. Any available coverage shall be provided to the parties required to be named as Additional Insured pursuant to this Agreement.
4.5.1.9 Evidence Required. Prior to execution of the Agreement, the Vendor shall file with the City evidence of insurance from an insurer or insurers certifying to the coverage of all insurance required herein. Certificate of Insurance (Acord Form 25-S or equivalent), together with required endorsements. All evidence of insurance shall be signed by a properly authorized officer, agent, or qualified representative of the insurer and shall certify the names of the insured, any additional insureds, where appropriate, the type and amount of the insurance, the location and operations to which the insurance applies, and the expiration date of such insurance.
4.5.1.10 P
olicy Provisions Required.
(A) Vendor shall provide the City at least thirty (30)
days prior written notice of cancellation of any policy required by this Agreement, except that the Vendor shall provide at least ten (10) days prior written notice of cancellation of any such policy due to non- payment of the premium. If any of the required coverage is cancelled or expires during the term of this Agreement, the Vendor shall deliver renewal certificate(s) including the General Liability Additional Insured Endorsement to the City at least ten (10) days prior to the effective date of cancellation or expiration. (B) The Commercial General Liability Policy and
Automobile Policy shall each contain a provision stating that Vendor’s policy is primary insurance and that any insurance, self -insurance or other coverage maintained by the City or any named insureds shall not be called upon to contribute to any loss.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 11 (C) The retroactive date (if any) of each policy is to be no later than the effective date of this Agreement. Vendor shall maintain such coverage continuously for a period of at least three years after the completion of the work under this Agreement. Vendor shall purchase a one (1) year extended reporting period A) if the retroactive date is advanced past the effective date of this Agreement; B) if the policy is cancelled or not renewed; or C) if the policy is replaced by another claims - made policy with a retroactive date subsequent to the effective date of this Agreement. (D) All required insurance coverages, except for the
professional liability coverage, shall contain or be endorsed to provide waiver of subrogation in favor of the City, its officials, officers, employees, agents, and volunteers or shall specifically allow Vendor or others providing insurance evidence in compliance with these specifications to waive their right of recovery prior to a loss. Vendor hereby waives its own right of recovery against City, and shall require similar written express waivers and insurance clauses from each of its subvendors. (E) The limits set forth herein shall apply separately to each insured against whom claims are made or suits are brought, except with respect to the limits of liability. Further the limits set forth herein shall not be construed to relieve the Vendor from liability in excess of such coverage, nor shall it lim it the Vendor’s indemnification obligations to the City and shall not preclude the City from taking such other actions available to the City under other provisions of the Agreement or law.
4.5.1.11 Qualifying Insurers.
(A) All policies required shall be issued by acceptable insurance companies, as determined by the City, which satisfy the following minimum requirements: each such policy shall be from a company or companies with a current A.M. Best's rating of no less than A:VII and admitted to transact in the business o f insurance in the State of California, or otherwise allowed to place insurance through surplus line brokers under applicable provisions of the California Insurance Code or any federal law.
4.5.1.12 Additional Insurance Provisions.
(A) The foregoing requirements as to the types and
limits of insurance coverage to be maintained by Vendor , and any approval of said insurance by the City, is not intended to and shall not in any manner limit or qualify the liabilities and obligations otherwise assumed by the Vendor pursuant to this Agreement, including, but not limited to, the provisions concerning indemnification. (B) If at any time during the life of the Agreement, any policy of insurance required under this Agreement does not comply with these specifications or is canceled and not replaced, City has the right but not the duty to obtain the insurance it deems necessary and any premium paid by City will be promptly reimbursed by Vendor or City will withhold amounts sufficient to pay premium from Vendor payments. In the alternative, City may cancel this Agreement.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 12 (C) Neither the City nor the City Council, nor any
member of the City Council, nor any of the officials, officers, employees, agents or volunteers shall be personally responsible for any liability arising under or by virtue of this Agreement.
4.5.1.13 Subvendor Insurance Requirements . Vendor shall not allow any subcontractors or subvendors to commence work on any subcontract until they have provided evidence satisfactory to the City that they have secured all insurance required under this section. Policies of commercial general liability insurance provided by such subcontractors or subvendors shall be endorsed to name the City as an additional insured using ISO form CG 20 38 04 13 or an endorsement providing the exact same coverage. If requested by Vendor , City may approve different scopes or minimum limits of insurance for particular subcontractors or subvendors.
4.5.2 S
afety. Vendor shall execute and maintain its work so as to avoid injury or damage to any person or property. In carrying out its Services, the Vendor shall at all times be in compliance with all applicable local, state and federal laws, rules and regulations, and shall exercise all necessary precautions for the safety of employees appropriate to the nature of the work and the conditions under which the work is to be performed.
4.6 Re
sponsibilities of City.
4.6.1 City Support of Vendor. City shall furnish to the Vendor priority access to the System for the period of time reasonably required by the Vendor for Installation, testin g, training, diagnostics, etc. City shall provide the following resources for Vendor's use in fulfillment of this Agreement:
(a) City personnel upon reasonable request of Vendor to answer questions and advise Vendor on City's facilities, operations and requirements.
(b) Input data in accordance with the agreed upon test and Acceptance procedures for use by the Vendor in Acceptance Testing.
(c) Conversion format and procedures that the Vendor shall complete at its expense.
(d) Upon completion of Installation and preliminary training, and following Final Acceptance, City shall be responsible for the operation and management of the Syst em, exclusive of
hardware maint enance and/or On- going Maintenance and
Support Services, which shall be the responsibility of
Vendor.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 13 4.7 Fees and Payments.
4.7.1 Compensation for Project Services. The Parties agree that the payment schedule is a performance based payment schedule. Vendor shall receive compensation, including authorized reimbursements, for all Project Services and License Agreements rendered under this Agreement at the rates and in accordance with the compensation schedule set forth in Exhibit “ B” attached hereto and incorporated herein by reference. The total compensation for Project Services shall not exceed $121,055.05 without written approval of City’s Representative.
4.7.2 C
ompensation for On-going Maintenance and Support Services.
Vendor shall receive compensation, including authorized reimbursement s, for all On - going Maintenance and Support Services rendered under this Agreement at the rates set forth in Exhibit “ B”. Notwithstanding any other provision of this Agreement, the Parties agree that payment for the first year of On- going Maintenance and Support Services shall be covered under the warranty for the System, included as part of the payment specified in Section 4.7.1 above, and no additional payment by the City shall be made for such services.
4.7.3 P
rocess for Payment of Compensation; Itemized Stat ements.
Vendor shall submit to City an itemized statement which indicates work completed and hours of Services rendered by Vendor . The statement shall describe the nature and amount of Services provided; and shall clearly reflect charges against the item s described in the “Compensation” set forth in Exhibit “ B” since the initial commencement date, or since the start of the subsequent billing periods, as appropriate, through the date of the statement. Statements not in conformance with the foregoing, or statements containing questions or ambiguities, shall be returned to the Vendor for correction. City shall, within forty -five (45) days of receiving a statement in conformance with the requirements contained herein, review the statement and process for pay ment all approved and undisputed charges thereon.
4.7.4 P
artial Delivery. In the event that the Vendor fails to deliver all of the Application Software elements and Services included in the Project Deliverables, the City, at its sole option, may determine the value of the missing elements and withhold that amount from any payment due to Vendor as represented by Exhibit “ B” and the agreed upon pricing of services. Alternatively, or in addition, as required to cover the value of the missing elements, Vendor shall submit to the City a credit for said amount and present it to the City, to be held as a “Project Bond” until the missing elements have been satisfactorily delivered and Accepted. Upon Acceptance of the missing elements, the City shall return the credit a long with any withheld payment amounts, as applicable. If the Vendor fails to satisfactorily deliver the missing elements, the City may use the credit and use the withheld monies to complete the outstanding deliverables with its own forces, or through any other available vendor or consultant.
4.7.5 R
eimbursement for Expenses . Vendor shall not be reimbursed for any expenses unless included in Exhibit “ B”, or authorized in writing and in advance by City.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 14 4.7.6 Modification of Scope. The City may, at any time, request a modification to the Project, or the Statement of Work for the Project Services or the On- going Maintenance and Support Services by submitting written notice to Vendor specifying the desired modifications with approval from the Vendor . Vendor shall provide a written quote for the increased, changed or decreased Services. Vendor shall suspend any Services following receipt of the City’s written request until final written agreement is reached on the requested modification. The Parties shall then negotiat e in good faith any increased or decreased charges related to the r equested modification.
No request for modification shall be effective until a final agreement between the Parties has been reached, and either a written amendment to this Agreement, or a c hange order is executed by both Parties. No oral request for modif ication of Services shall be binding on either Party.
4.7.7 D
iscounts. Vendor shall identify applicable discounts and discount time periods from published list prices for any future Application Software or additional copies of purchased Application Software.
4.8 A
ccounting Records .
4.8.1 Maintenance and Inspection. Vendor shall maintain complete and accurate records with respect to all costs and expenses incurred under this Agreement. All such records shall be clearly identifiable. Vendor shall allow a representative of City during normal business hours to examine, audit, and make transcripts or copies of such records and any other documents created pursuant to this Agreement at the City’s own expense. Vendor shall allow inspection of all work, data, documents, proceedings, and activities related to the Agreement for a period of three (3) years from the date of final payment under this Agreement.
4.8.2 City shall maintain for a reasonable period of time, but not less than three (3) years after expiration or termination of t his Agreement, the systems, books, and records necessary to accurately reflect compliance with software licenses and the use thereof under this Agreement. Upon request, City shall permit Vendor and its directors, officers, employees, and agents to have on- site access at City’s premises (or remote access as the case may be) during normal business hours to such systems, books, and records for the purpose of verifying such licensed use the performance of such obligations and amounts. Customer shall render reasonable cooperation to Vendor as requested. If as a result of any audit or inspection Vendor substantiates a deficiency or non-compliance, City shall promptly reimburse Vendor for all its costs and expenses incurred to conduct such audit or inspection and be required to pay for any delinquencies in compliance with software licenses.
4.9 General Provisions.
4.9.1 Termination of Agreement.
4.9.1.1 Grounds for Termination. City may, by written notice to Vendor, terminate the whole or any part of this Agreement at any time and without DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 15 cause by giving written notice to Vendor of such termination, and specifying the effective date thereof, at least thirty ( 30) days before the effective date of such termination. Upon termination, Vendor shall be compensated only for those Services which have been adequately rendered to City, and Vendor shall be entitled to no further compensation. Vendor may not terminate this Agreement except for cause.
4.9.1.2 Effect of Termination. If this Agreement is terminated as provided herein, City may require Vendor to provide all finished or unfinished Documents & Data, as defined herein, and other information of any kind prepared by Vendor in connection with the performance of Services under this Agreement. Vendor shall be required to provide such documents and other information within thirty (30) days of the request.
4.9.1.3 G
ood Faith Negotiations . The Parties agr ee to send
written notice to the other Party of any Dispute (“Dispute Notice”). After the other Party receives the Dispute Notice, the parties agree to undertake good faith negotiation between themselves to resolve the Dispute. Each Party shall be responsible for its associated travel costs. The parties agree to attend no fewer than three negotiation sessions attended Vice Presidents of each Party (or employees of equivalent or superior position).
4.9.1.4 E ffe
ct of Termination. If this Agreement is terminated as
provided herein, City may require Vendor to provide all finished or unfinished Documents & Data, as defined herein, and other information of any kind pr epared by Vendor in connection with the performance of Services under this Agreement. Vendor shall be required to provide such documents and other information within thirty ( 30) days of the request.
4.9.1.5 A ddi
tional Services . In the event this Agreement is
terminated in whole or in part as provided herein, City may procure, upon such terms and in such manner as it may determine appropriate, services similar to those terminated.
4.9.2 De
livery of Notices. All notices permitted or required under this Agreement shall be given to the respective Parties at the following address, or at such other address as the respective parties may provide in writing for this purpose:
City
City of San Bernardino
Vanir Tower, 290 North D Street
San Bernardino, CA 92401
Attn: City Manager
Vendor
CentralSquare
1000 Business Center Dr.
Lake Mary, FL 32746
Phone: 407-304-3235
email: info@CentralSquare .com
Attention: Senior Counsel / Contracts
Department
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 16 Such notice shall be deemed made when personally delivered or when mailed, forty-eight (48) hours after deposit in the U.S. Mail, first class postage prepaid and addressed to the Party at its applicable address. Actual notice shall be deemed adequate notice on the date actual notice occurred, regardless of the method of service.
4.9.3 Ownership of Materials and Confidentiality.
4.9.3.1 Documents & Data; Licensing of Intellectual Property .
Excluding materials and data already owned by the Vendor prior to this Agreement, this Agreement grants a non-exclusive, non-sublicenseable, and non-transferable license to the City
4.9.3.2 Co nfidentiality. All ideas, memoranda, specifications, plans, procedures, drawings, descriptions, computer program d ata, input record data, written information, and other Documents & Data either created by or provided to Vendor in connection with the performance of this Agreement shall be held confidential by Vendor. Such materials shall not, without the prior written consent of City, be used by Vendor for any purposes other than the performance of the Services. Nor shall such materials be disclosed to any person or entity not connected with the performance of the Services or the Project. Nothing furnished to Vendor w hich is otherwise known to Vendor or is generally known, or has become known, to the related industry shall be deemed confidential. Vendor shall not use City’s name or insignia, photographs of the Project, or any publicity pertaining to the Services or t he Project in any magazine, trade paper, newspaper, television or radio production or other similar medium without the prior written consent of City.
4.9.3.3 I
ntellectual Property Indemnification. Vendor shall
defend, indemnify, and hold harmless City, officials, officers, employees, volunteers and agents against any and all claims against City based upon allegations that Vendor has wrongfully utiliz ed Intellectual Property of others in performing work pursuant to this Agreement or that City has wrongfully used Int ellectual Property developed by Vendor pursuant to this Agreement.
4.9.4 C
ooperation; Further Acts . The Parties shall fully cooperate with one another, and shall take any additional acts or sign any additional documents as may be necessary, appropriate or convenient to attain the purposes of this Agreement.
4.9.5 A
ttorney’s Fees . If either Party commences an action against the other Party, either legal , administrative or otherwise, arising out of or in connection with this Agreement, the prevailing party in such lit igation shall be entitled to have and recover from the losing party reasonable attorney’s fees and all other costs of such action.
4.9.6 I ndemnification .
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 17 4.9.6.1 Vendor Indemnification . To the extent permitted by law, Vendor shall defend, indemnify and hold the City, i ts officials, officers, employees, volunteers and agents free and harmless from any and all claims, demands, causes of action, costs, expenses, liability, loss, damage or injury, in law or equity, to property or persons, including wrongful death, in any m anner arising out of or incident to any negligent acts or omissions or willful misconduct of Vendor, its officials, officers, employees, agents, Vendors and contractors arising out of or in connection with the performance of the Services, the Project or thi s Agreement, including without limitation the payment of all damages and attorneys’ fees and other related costs and expenses.
Vendor shall defend, at Vendor’s own cost, expense and risk, any and all such aforesaid suits, actions or other legal proceedings of every kind that may be brought or instituted against City, its directors, officials, officers, employees, agents or volunteers.
Vendor shall pay and satisfy any such judgment, award or decree that may be rendered against City or its directors, offici als, officers, employees, agents or volunteers, in any such suit, a ction or other legal proceeding. Vendor shall reimburse City and its directors, officials, officers, employees, agents and/or volunteers, for any and all legal expenses and costs incurred by each of them in connection therewith or in enforcing the indemnity herein provided. Vendor’s obligation to indemnify shall not be restri cted to insurance proceeds, if any, received by the City, its directors, officials, officers, employees, agents or v olunteers. However, the Vendor shall not be required to indemnify the City for any claims or actions caused to the extent of the sole negligence or wrongful act of the City, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of the City, or its employees , agents or contractors, the Vendor’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.
4.9.6.2 Cit
y Indemnification. City shall indemnify, defend, and
hold harmless Vendor from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in con nection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or negligent act, error o r omission of City, its employees, agents, contractors, or any subcontractor as a result of City’s or any subcontrac tor’s performance pursuant to this Agreement; however, City shall n ot be required to indemnify Vendor for any claims or actions caused to the extent of the negligence or wrongful act of Vendor, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of Vendor , or its employees, agents or contractors, City’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.
4.9.7 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:
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 18 4.9.7.1 NEITHER PARTY SHALL HAVE LIABILITY TO THE
OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE,
EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND, AND
NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSSES OF
PROFIT, REVENUE , INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA,
REPUTATION, AND MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR
FINANCIAL NATURE, REGARDLESS OF WHETHER SUCH LOSSES MAY BE
DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM
THE INCIDENT GIVING RISE T O THE CLAIM, AND REGARDLESS OF WHETHER
SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND
4.9.7.2 EXCEPT AS TO VENDOR’S INDEMNIFICATION
OBLIGATIONS OUTLINED IN SECTION 4.9.6 OF THIS AGREEMENT, THE VENDOR’S T OTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT SHALL NOT EXCEED THE AMOUNT(S) ACTUALLY PAID BY THE CITY TO THE VENDOR HEREUNDER FOR THE LAST TWELVE MONTHS.
4.9.8 Entire Agreement . This Agreement contains the entire Agreement of the Parties w ith respect to the subject matter hereof, and supersedes all prior negotiations, understandings or agreements. This Agreement may only be modified by a writing signed by both Parties. If there are any conflicts in language in referenced or related agree ments, the language in this Agreement shall prevail.
Exhibits to this Agreement will include (if not provided for in the main Agreement) the following:
Exhibit A – Statement of Work and Project Deliverables
Exhibit B – Compensation
Exhibit C – Project Plan
Exhibit D – CentralSquare Solutions Agreement
Exhibit E – Maintenance and Support Services
Exhibit F – Service Level Commitments
Exhibit G – CentralSquare Access Management Policy
4.9.9 Governing Law. This Agreement shall be governed by the laws of the State of California. Venue shall be in San Bernardino County.
4.9.10 T ime of Essence. Time is of the essence for each and every provision of this Agreement.
4.9.11 C ity’s Right to Employ Other Vendors. City reserves the right to employ other Vendors in connection with this Project.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 19 4.9.12 Successors and Assigns. This Agreement shall be bindi ng on the successors and assigns of the Parties.
4.9.13 A ssignment or Transfer . Vendor shall not assign, hypothecate, or transfer, either directly or by operation of law, this Agreement or any int erest herein without the prior written consent of the City. Any attempt to do so shall be null and void, and any assignees, hypothecates or transferees shall acquire no right or interest by reason of such attempted assignment, hypothecation or transfer.
4.9.14 C ons
truction; References; Captions. Since the Parties or their agents have participated fully in the preparation of this Agreement, the language of this Agreement shall be construed simply, according to its fair meaning, and not strictly for or against any Party. Any term referencing time, days or period for performance shall be deemed calendar days and not work days. All references to Vendor include all personnel, employees, agents, and subcontractors of Vendor, except as otherwise specified in this Agr eement. All references to City include its elected officials, offi cers, employees, agents, and volunteers except as otherwise specified in this Agreement.
The captions of the various articles and paragraphs are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content, or intent of this Agreement.
4.9.15 A
mendment; Modification. No supplement, mo dification, or amendment of this Agreement shall be binding unless executed in writing and signed by both Parties.
4.9.16 Wa iv
er. No waiver of any default shall constitute a waiver of any other default or breach, whether of the same or other covenant or conditio n. No waiver, benefit, privilege, or service voluntarily given or performed by a Party shall give the other Party any contractual rights by custom, estoppel, or otherwise.
4.9.17 No
Third P arty Beneficiaries. There are no intended third party beneficiaries of any right or obligation assumed by the Parties.
4.9.18 I nvalidity; Severability . If any portion of this Agreement is declared invalid, illegal, or otherwise unenforceable by a court of compe tent jurisdiction, the remaining provisions shall continue in full force and effect.
4.9.19 P rohibited Interests. Vendor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide agent of the Vendor, to solicit or secure this Agreement. Further, Vendor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Vendor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement.
For breach or violation of this warranty, City shall have the right to rescind this Agreement without liability. For the term of this Agreement, no member, officer or employee of City, during the term of his or her service with City, shall have any direct DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 20 interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom.
4.9.20 Equal Opportunity Employment. Vendor represents that it is an equal opportunity employer and it shall not discriminate against any subcontractor, employee or applicant for employment because of race, religion, color, national origin, handicap, ancestry, sex or age. Suc h non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination.
4.9.21 A
uthority to Enter Agreement. Vendor has all requisite power and authority to conduct its business and to execute, deliver, and perform the Agreement. Each Party warrants that the individuals who have signed this Agreement have the legal power, right, and authority to make this Agreement and bind each respective Party.
4.9.22 C
ounterparts. This Agreement may be signed in counterp arts, each of which shall constitute an original.
4.10 S ubcontracting.
4.10.1 Prior A pproval Required. Vendor shall not subcontract any portion of the work required by this Agreement, except as expres sly stated herein, without prior written approval of City. Subcontracts, if any, shall contain a provision making them subject to all provisions stipulated in this Agreement.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 21 S
IGNATURE PAGE FOR PROFESSIONAL SERVICES AGREEMENT
BETWEEN THE CITY OF SAN BERNARDINO
AND CENTRALSQUARE TECHNOLOGIES, LLC
I
N WITNESS WHEREOF, the Parties hereto have executed this Agreement as of the date first written above.
CITY OF SAN BERNARDINO
APPR
OVED BY:
Charles A. Montoya
City Manager
ATTESTED BY:
Genoveva Rocha, CMC
City Clerk
APPR
OVED AS TO FORM:
Best Best & Krieger LLP
City Attorney
VENDOR
CENTRALSQUARE TECHNOLOGIES,
LLC
Signature
Name
Title
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 Chief Sales Officer
Ron Anderson
22 EXHIBIT A
EXHIBIT “A”
STATEMENT OF WORK AND PROJECT DELIVERABLES
[ATTACHED]
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
Confidential and Proprietary
Summary of Services
Project: San Bernardino Police, CA, CrimeView Analytics, Q-143901 The parties mutually agree and acknowledge this Summary of Services is a high-level overview of the project requested, not a detailed requirements or design of solution.
Project Scheduling
Parties agree a schedule will be provided for services within sixty (60) days from the execution of the above quote number.
Change Requests
The parties may request a change to this summary of services, to increase hours or deliverables, through a written request to the CentralSquare project manager or resource.
Professional Services
Throughout the course of the project, CentralSquare will use several types of services (defined herein) to complete the necessary steps for successful deployment of the contracted services. The overall services aligned to implementation include Project Management, Consulting Services, Technical Services, Data Conversion Services, Training Services, and in some cases, Installation Services.
CentralSquare is not responsible for coordination, management, or covering the cost of any software, work, customization, coding or testing that is required to be performed by any third-party vendors engaged in the context of standard or custom interfaces, unless the work is defined under a Sub-Agreement with CentralSquare within the scope of this Agreement.
Business Hours
All project services will be performed during normal business hours, defined as 8:00-5:00 PM Eastern Time. If Client desires to perform the services outside of these hours, additional fees will apply.
CentralSquare Connectivity to On-Premise Systems
The BeyondTrust/Bomgar and/or SecureLink remote support solutions shall be the method of remote access to on- premise customer systems and/or data. These solutions meet all requirements as contained in Section 5.5.6 of the FBI CJIS Security Policy (Remote Access). Use of either of these solutions enable customer agencies to remain CJIS compliant for purposes of FBI and/or state regulatory agency audits.
In addition to the above, the PSJ ProSuite application utilizes SSH connectivity to maintain a persistent connection to the appliance/s. The 911 application utilizes Kaseya for application and/or support needs. These solutions are only utilized for these specific applications in addition to Bomgar and/or SecureLink.
Services Scope of Project
The project includes the following scope of services:
Crimeview Analytics
Discovery call between Agency Personnel, Project Manager, Technical Services and Consultants.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
2 | Confidential and Proprietary
MORE INFORMATION AT CENTRALSQUARE.COM
Development of project plan and schedule.
Preparation:
• Collection of GIS data and, where applicable, database connection details from client • As part of this project, a Server upgrade will occur. This upgrade is handled by the CentralSquare DevOps team and will be coordinated with appropriate stakeholders.
Installation:
• Data extraction tool install
Configuration
• Data extraction tool and cloud user account configuration • Extraction of code tables from source CAD, RMS, and/or other system(s) • Mapping of client code values to standard code categories • Configuration of SQL queries, ETL, and schedule for the data extraction tool • Testing of data extraction to the cloud. Review and revision as necessary • GIS data Load
• Configuration of the CrimeView Analytics application: agency, code translations, field aliasing, GIS layers, map layers, etc.
• Application data import. Review and revision as necessary • Review of basic application and data presentation
• Historical data load
• Setup of client administrator users
• Loading and updating standard dashboard templates
Training:
• Provision of training videos
• Analytics Administrator Training (4 hours)
• Administrator Content Review and Q&A (up to 4 hours)
Iterative Testing, Review, and Consultation:
Starting after the first training session and completing after the final training session, the CentralSquare GIS/Analytics Specialist will support client testing, make in-scope revisions to the data extraction and application configuration as requested/needed, and provide consultation to the product administrators. • Support of client testing and review
• Consultation on creation of client content to meet analytics needs • Revision of data extraction and application configuration DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
23 EXHIBIT B
EXHIBIT “B”
COMPENSATION
WHAT SOFTWARE IS INCLUDED?
PRODUCT NAME QUANTITY UNIT PRICE TOTAL
1. CrimeView Analytics: Single Data Set (3
years data) Non-CST Sys. Subscription 1 2,711.33 2,711.33
2. CrimeView Analytics: Single Data Set (3
years data) Non-CST Sys. Subscription 1 2,711.33 2,711.33
3. CrimeView Analytics: Single Data Set (3
years data) Non-CST Sys. Subscription 1 2,711.33 2,711.33
4. CrimeView Analytics: Standard (3 years
data) Non-CST System Subscription 1 8,268.67 8,268.67
Software Total 16,402.66 USD
WHAT SERVICES ARE INCLUDED?
DESCRIPTION TOTAL
1. Public Safety GIS/Analytics Services - Fixed Fee 25,350.00
2. Public Safety Project Management Services - Fixed Fee 5,070.00
Services Total 30,420.00 USD
Quote #: Q-112229
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 24 EXHIBIT B
QUOTE SUMMARY
Software Subtotal
16,402.66 USD
Services Subtotal
30,420.00 USD
Quote Subtotal 46,822.66 USD
Quote Total 46,822.66 USD
RECURRING FEES
_____
TYPE AMOUNT
FIRST YEAR MAINTENANCE TOTAL 0.00
FIRST YEAR SUBSCRIPTION TOTAL $16,402.66
T
he 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.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
25 EXHIBIT B
Payment Schedule:
Implementation 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
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.
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.
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 invo ice Customer and Customer will pay to CentralSquare all such tax amounts. b. 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.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
26 EXHIBIT C
EXHIBIT “C”
PROJECT PLAN
[ATTACHED]
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9 ID Task Name Dur Start Finish Resource Names Predecessors Successors 0 San Bernardino Police, CA DRAFT Project Schedule (estimation = 28 Business Days) 27.75 days Mon 1/1/24 Wed 2/7/24 1 Start-Up Activities 2 days Mon 1/1/24 Tue 1/2/24
2 Signed Contract Received 0 days Mon 1/1/24 Mon 1/1/24 Client,Sales 3 3 PM Assigned 1 day Mon 1/1/24 Mon 1/1/24 PMO Ops,Finance 2 4,5 4 Set Up Project Repository in Teams 0 days Mon 1/1/24 Mon 1/1/24 CST PM 3 5 Pull Velocity Checklist Based on Project Size - Save to Repository 0 days Mon 1/1/24 Mon 1/1/24 CST PM 3 6 Client Kickoff Meeting 2 days Mon 1/1/24 Tue 1/2/24 CST PM,Client,Project Team 7 System Configuration / Training 27.75 days Mon 1/1/24 Wed 2/7/24 8 CrimeView Analytics: Base Services 27.75 days Mon 1/1/24 Wed 2/7/24 9 Analytics Kick-Off Meeting 1 day Mon 1/1/24 Mon 1/1/24 Client,GIS Specialist 10 10 Analytics Collection of Prerequisites & Requirements Analysis 10 days Tue 1/2/24 Mon 1/15/24 Client,GIS Specialist 9 11,14,23 11 Analytics On-Premise Installation Meeting (ON-PREMISE SERVERS ONLY) 1 day Tue 1/16/24 Tue 1/16/24 Client,GIS Specialist 10 12 12 Analytics ETL Software Install 1 day Wed 1/17/24 Wed 1/17/24 GIS Specialist 11 13 CrimeView Analytics: Standard (3 Years Data) 12.75 days Tue 1/16/24 Thu 2/1/24 14 CrimeView Configuration Phase 1 1 day Tue 1/16/24 Tue 1/16/24 GIS Specialist 10 15,23 15 CrimeView Configuration Phase 2 3 days Wed 1/17/24 Fri 1/19/24 GIS Specialist 14 16,23 16 Introductory Training for Designers/Consultation/Content Preparation 1 day Mon 1/22/24 Mon 1/22/24 Client,GIS Specialist 15 17 17 CrimeView Analytics Admin/Designer Training 1 day Tue 1/23/24 Tue 1/23/24 Client 16 18 18 Configuration Modifications & Consultation 1 day Wed 1/24/24 Wed 1/24/24 GIS Specialist 17 19 19 CrimeViewAnalytics Train-the-Trainer Training 0.5 days Thu 1/25/24 Thu 1/25/24 Client,GIS Specialist 18 20 20 Final Configuration Modifications & Consultation 0.25 days Thu 1/25/24 Thu 1/25/24 GIS Specialist 19 21,23 21 CrimeView Complete - TCR Approval 5 days Thu 1/25/24 Thu 2/1/24 Client 20 22 CrimeView Analytics: Informative (3 Years Data) 9 days Thu 1/25/24 Wed 2/7/24 23 CrimeView Configuration Phase 1 1 day Thu 1/25/24 Fri 1/26/24 GIS Specialist 10,14,15,20 24,25 24 CrimeView Configuration Phase 2 3 days Fri 1/26/24 Wed 1/31/24 GIS Specialist 23 25 25 CrimeView Complete - TCR Approval 5 days Wed 1/31/24 Wed 2/7/24 Client 23,24 26 Project Closeout 2 days Fri 2/2/24 Mon 2/5/24
27 Close Out Project 2 days Fri 2/2/24 Mon 2/5/24 CST PM 1/1 1/1
1/1 1/2
1/1 1/1
1/2 1/15
1/16 1/16
1/17 1/17
1/16 1/16
1/17 1/19
1/22 1/22
1/23 1/23
1/24 1/24
1/25 1/25
1/25 1/25
1/25 2/1
1/25 1/26
1/26 1/31
1/31 2/7
2/2 2/5
M-1 M1 M2 M3
Status: Thu 9/28/23
ProjSch- San Bernardino Police, CA, CrimeView Analytics
<Project Manager Name>
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
27 EXHIBIT D
EXHIBIT “D”
SOFTWARE LICENSE AGREEMENT
CentralSquare Solutions Agreement
This Ce ntralSquare Solutions Agreement (the " Agreement"), effective as of the latest date shown on the signature block below (the "Effective Date"), is entered into between C entralSquare Technologies, LLC with its principal place of business in Lake Mary, FL (" CentralSquare") and the City of San Bernardino , CA ("Customer"), together with CentralSquare, the "Parties", and each, a "Party".
WHEREAS, CentralSquare licenses and giv es access to certain software applications (“ Solutions”) to its customers and also provides maintenance, support, migration, installation and other professional services ; and WHEREAS, Customer desires to license and/or gain access to certain Solutions and receive professional services described herein, and CentralSquare desires to grant and provide Customer license and access to such offerings as well as to support them with professional services, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE , in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by the signatures of their duly authorized representative below, the Parties intending to be legally bound, agree to all of the following provisions and exhibits of this Agreement:
1. Solution: IQ
2. Intentionally Omitted.
3. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:
3.1. " Action" means any claim, action, cause of action, demand, lawsui t, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at law, in equity, or otherwise.
3.2. " Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person.
3.3. " Authorized User " means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Solutions under the rights granted to Customer pursuant to this Agreement, and for whom access to the Solutions has been purchased.
3.4. “ Baseline” means the version of a Solution updated to the particular time in question thr ough CentralSquare’s warranty services and maintenance, but without any other modification whatsoever.
3.5. “ Component System ” means an y one of the Solutions identified in Exhibit 1, including all copies of Source Code, Object Code and all related spec ifications, Documentation, technical information, and all corrections, modifications, additions, development work, improvements and enhancements to and all Intellectual Property Rights for such Component System.
3.6. “Confidential Information” means the Software and Customizations in any embodiment, and either party’s technical and business information relating to inventions or software, research and development, future product specifications, engineering processes, costs, profit or margin information, marketing and future business plans as well as any and all internal Customer and employee information, and any information exchanged by the parties that is clearly marked with a confidential, private or proprietary legend.
3.7. " Customer Data" means information, data, and content, in any form or medium, collected, downloaded, or otherwise received, directly or indirectly from Customer, an Authorized User or end- users by or through the Solutions, provided the data is not personally identifiable and not identifiable to Cus tomer.
3.8. “ Custom Modification” means a change that CentralSquare has made at Customer’s request to any Component System in accordance with a CentralSquare -generated specification, but without any other changes whatsoever by any Person.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
28 EXHIBIT D
3.9. "Customer Systems" me ans the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated by Customer or through the use of third-party services.
3.10. “Defect” means a material deviation between the Baseline Solution and its Documentation, for which Defect Customer has given CentralSquare enough information to enabl e CentralSquare to replicate the deviation on a computer configurat ion that is both comparable to the Customer Systems and that is under CentralSquare ’s control. Further, with regard to each Custom Modification, Defect means a material deviation between t he Custom Modification and the CentralSquare generated specification and documentation for such Custom Modification, and for which Defect Customer has given CentralSquare enough information to enable CentralSquare to replicate t he deviation on a computer c onfiguration that is both comparable to the Customer Systems and th at is under CentralSquare’s control.
3.11. "Documentation" means any manuals, instructions, or other documents or materials that CentralSquare provides or makes available to Customer in any form or medium and which describe the functionality, components, featur es, or requirements of the Solutions, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
3.12. “Enhancements” means general rel ease (as opposed to custom) changes to a Baseline Component System or Custom Modification which increase the functionality of the Baseline Component System or Custom Modification in question.
3.13. "Harmful Code" means any software, hardware, device or other technology, including any virus, worm, malware, or other malicious computer code, the purpos e 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, firmwar e, hardware, system, or network; or (ii) any application or functio n 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.
3.14. "Intellectual Property Rights " means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
3.15. “Maintenance” means optimization, error correction, modifications, and updates to CentralSquare Systems to correct any known Defects and improve performance. Maintenance wil l be provided for each Component System, the hours and details of which are described in Exhibit 2 (“Support Standards”).
3.16. “New Releases” means new editions of a Baseline Component System or Custom Modification.
3.17. “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
3.18. "Personal Information" means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located. Per sonal Information includes all "nonpublic personal information" as defined under the Gramm- Leach-Bliley Act, "protected health information" as defined under the Health and Insurance Portabil ity and Accountability Act of 1 996, "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.
3.19. “Professional Services” means installation, implementation, development work, training or consulting services including custom modificati on programming, support rela ting to custom modifications, on- site support services, assistance with data transfers, s ystem restarts and reinstallations provided by CentralSquare.
3.20. “Representatives" means, with respect to a Party, that Party's employees, off icers, directors, agents, subcontractors, and legal advisors.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
29 EXHIBIT D
3.21. " CentralSquare Personnel" means all individuals involved in the performance of Support Services and Professional Services as employees, agents, Subcontractors or independent contractors of CentralSquare.
3.22. " Solutions" means the Component Systems, Documentation, Custom Modifications, develo pment 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.
3.23. " CentralSquare Systems" means the information technology infrastructure used by or on behalf of CentralSquare to deliver Solutions, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by CentralSquare or through the use of third-party services.
3.24. “Support Services” means Maintenance, Enhancements, implementation of New Releases, and general support efforts to respond to incidents reported by Customer in accordance with the detailed Support Standards outlined in Exhibit 2.
3.25. " Third-Party Mater ials" 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.
4. License, Access & Services and Audit.
4.1. License Grant. Subject to and conditioned on the payment of Fees and compliance with all other terms and conditions of this Agreement, CentralSquare hereby grants to Customer a non- exclusive, non- sublicenseable, and non-transferable license to the current version of the Solution(s) outlined in Exhibit 1 at the time of this Agreement’s execution.
4.2. A ccess and Scope of Use. Subject to and conditioned on Customer and their Authorized Users' compliance with the terms and conditions of this Agreement, CentralSquare hereby grants Customer a non-exclusive, non-transferable right to access and use the Solutions, solely by Authorized Users. Such use is limited to Customer's internal use. CentralSquare shall deliver to Customer the initial c opies of the Solutions outlined in Exhibit 1 by (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. Physical shipment is on FOB- CentralSquare’s shipping point, and electronic delivery is deemed effective at the tim e CentralSquare provides Customer with access to download the Solutions. The date of such delivery shall be referred to as the “Delivery Date.”
4.3. D
ocumentation License . CentralSquare hereby grants to Customer a non- exclusive, non- sublicenseable, non- transferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Solutions.
4.4. A udit. Customer shall maintain for a reasonable period of time, but not less than three (3) years after expiration or termination of this Agreement, the systems, books, and records necessary to accurately reflect compliance with software licenses and the use thereof under this Agreement. Upon request, Customer shall permit CentralSquare and its directors, officers, employees, and agents to have on- site access at Customer’s premises (or remote access as the case may be) during normal business hours to such systems, books, and records for the purpose of verifying such licensed use the performance of such obligations and amounts. Customer shall render reasonable cooperation to CentralSquare as requested. If as a result of any audit or inspection CentralSquare substantiates a deficiency or non- compliance, Customer shall promptly reimburse CentralSquare for all its c osts and expenses incurred to conduct such audit or inspection and be required to pay for any delinquencies in compliance with software licenses.
4.5. S
ervice and System Control. Except as otherwise expressly provided in this Agreement:
4.5.1. CentralSquare has and will retain sole control over the operation, provision, maintenance, and management of the Solutions; and
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
30 EXHIBIT D
4.5.2. Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for access to and use of the Solutions by any Person by or through the Customer Systems or other means controlled by Customer or any Authorized User, including any reports or results obtained from any use of the Solutions, and conclusions, decisions, or actions based on such use.
4.6. Limitations. Customer must provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Agreement, including, if required by CentralSquare, remote access to the Customer Systems . CentralSquare is not responsible or liable for any delay or failure of performance caused in whole or in part by any Customer delay or Customer’s failure to perform any obligations under this Agreement.
4.7. E xceptions. CentralSquare has no obligation to provide Support Services relating to any Defect with the Solutions that, in whole or in part, arise out of or result from any of the following:
4.7.1. software, or media on which provided, that is modified or damaged by Customer or third-party;
4.7.2. any operation or use of, or other activity relating to, the Solutions other than as specified in the Documentation, including any incorporation, or combination, operation or use of the Solutions in or with, any technology ( software, hardware, firmware, system, or network) or service not specified for Customer's use in the Documentation;
4.7.3. any negligence, abuse, misapplication, or misuse of the Solution other than by CentralSquare personnel, including any Customer use of the Solution other than as specified in the Documentation or expressly authorized in writing by CentralSquare;
4.7.4. any Customer's failure to promptly install any New Releases that CentralSquare has previously made available to Customer;
4.7.5. the operation of, or access to, Customer's or a third-party's system, materials or network;
4.7.6. any relocation of the Solution other than by CentralSquare personnel;
4.7.7. any beta software, software that CentralSquare makes available for testing or demonstration purposes, temporary software modules, or software for which CentralSquare does not receive a fee;
4.7.8. any breach of or noncompliance with any provision of this Agreement by Customer or any of its Representatives or any Force Majeure Event (including abnormal physical or electrical stress).
4.8. R eservation of Rights. Except for the specified rights outlined in this Section, nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Support Services, Professional Services, Solutions, or Third -Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in the Solutions, and the Third- Party Materials are and will remain with CentralSquare and the respective rights holders.
4.9. C hanges . CentralSquare reserves the right, in its sole discretion, to make any changes to the Support Services and Solutions that it deems necessary or useful to: (a) maintain or enhance the quality or delivery of CentralSquare's services to its customers, the competitive strength of or market for CentralSquare's services, or the Support Services' cost efficiency or performance; or (b) to comply with applicable law. Without limiting the foregoing, either Party may, at any time during the Term, request in writing changes to particular Support Services, Professional Services or their product suite of Solutions .
The parties shall evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until memorialized in either a CentralSquare issued Add- On Quote signed by the Customer, or a written change order or amendment to this agreement signed by both parties.
4.10. S ubcontractors . CentralSquare may from time to time in its discretion engage third parties to perform Professional Services or Support Services (each, a "Subcontractor").
4.11. S ecurity Measures. The Solution may contain technological measures designed to prevent unauthorized or illegal use of the Solution. Customer acknowledges and agrees that: (a) CentralSquare DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
31 EXHIBIT D
may use these and other lawful measures to verify compliance with the terms of this Agreement and enforce CentralSquare’s rights, including all Intellectual Property Rights, in and to the Solution; (b) CentralSquare may deny any individual access to and/or use of the Solution if CentralSquare , in its reasonable discretion, believes that person’s use of the Solution would violate any provision of this Agreement, regardless of whether Customer designated that person as an Authorized User; and (c) CentralSquare may collect, maintain, process, use and disclose technical, diagnostic and related non- identifiable data gathered periodically which may lead to improvements in the performance and security of the Solutions.
5. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Solutions except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:
5.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any Person, including on or in connection with the internet or any time- sharing, service bureau, so ftware as a service, cloud, or other technology or service;
5.2. 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;
5.3. 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;
5.4. 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;
5.5. 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;
5.6. remove, delete, al ter, 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;
5.7. 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;
5.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development, provision, or use of a competing software service or product or any other purpose that is to CentralSquare's detriment or commercial disadvantage or otherwise access or use the Solutions beyond the scope of the authorization granted under this Section.
6. Customer Obligations.
6.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good rep air all Customer Systems on or through which the Solutions are accessed or used; (b) provide CentralSquare Personnel with such access to Customer's premises and Customer Systems as is necessary for CentralSquare to perform the Support Services in accordance with the Support Standards and Specifications; and (c) provide all cooperation as CentralSquare may reasonably request to enable CentralSquare to exercise its rights and perform its obligations under and in connection with this Agreement.
6.2. E ffect 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.
6.3. C orrective Action and Notice. If Customer becomes aware of any actual or threatened acti vity prohibited by Section 6, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Solutions and permanently erasing from their systems and destroying any data to which any of them gained unauthorized access); and (b) notify CentralSquare of any such actual or threatened activity.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
32 EXHIBIT D
7. Professional Services.
7.1. Compliance with Customer Pol icies. While CentralSquare P ersonnel are performing services at Customer's site, CentralSquare will ensure that such personnel comply with Customer’s reasonable security procedures and site policies that are generally applicable to Customer’s other suppliers providing similar services and that have been provided to CentralSquare in writing or in adv ance.
Customer shall promptly reimburse CentralSquare for any out -of-pocket costs incurred in complying with such procedures and policies.
7.2. C ontributed 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 Solu tions, 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.
8. Confidentiality.
9.1 Defined. Information that is conveyed orally shall be designated as confidential at the time of disclosure and shall be reduced to writing within ten (10) business days. Notwithstanding any provision in this Section 9, Customer specifically acknowledges that the Software, including without limitation the database architecture and sequence and Documentation, comprise Confidential Information and know - how that are the exclusive property of CentralSquare.
9.2 N ondisclosure. The parties agree, unless otherwise provided in this Agreement or required by law, not to use or make each other's Confidential Information available to any third party for any purpose ot her than as necessary to perform under this Agreement. The recipient shall protect the Confidential Information from disclosure by using the same degree of care, but no less than a reasonable degree of care, that it uses to protect its own confidential information of a like nature to prevent its unauthorized use, dissemination or publication by its employees or agents. Customer further agrees that it will not allow any form or variation of the Software to enter the public domain. Both parties acknowledge th at any breach of its obligations with respect to Confidential Information may cause the other irreparable injury for which there are inadequate remedies at law and that the non- disclosing party shall be entitled to equitable relief in addition to all other remedies available to it. Customer shall not disclose the results of any performance or functionality tests of the Software to any third party without CentralSquare’s prior written approval.
9.3 E
xceptions. 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.
9. Security.
9.1. 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.
9.2. Customer shall maintain, in connection with the operation or use of the Solutions , adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication and non- repudiation and virus detection and eradication.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
33 EXHIBIT D
9.3. 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.
10. 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:
10.1. 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);
10.2. 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 Cust omer and the Authorized Users are located in order for CentralSquare to provide the Solutions and perform its other obligations under this Agreement; and
10.3. 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
10.4. each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data and personal information or its accidental loss, destruction or damage so that, having regard to the state of technological development and the cost of implementi ng 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 t he nature of the personal data and personal information being protected. If necessary, the parties will cooperate to document these measures taken.
11. Representations and Warranties.
11.1. LIMITED WARRANTY. CentralSquare warrants that it owns or otherwise has the rights in the Software and has the right to license the Software as described in this Agreement. CentralSquare further warrants and represents that the CentralSquare Software does not contain any “back door”, “time bomb”, “Trojan horse”, “worm”, “drop dead device” or other program routine or hardware device inserted and intended by CentralSquare to provide a means of unauthorized access to, or a means of disabling or erasing any computer program or data, or otherwise disabling the CentralSquare Software.
Nothing herein shall be deemed to constitute a warranty against viruses. The provisions of section and its subsections below, shall constitute the agreement of the Parties with respect to viruses. Customer’s sole remedy with respect to the foregoing warranty shall be to receive an Update to the CentralSquare Software that does not contain any of the above-described routines or devices.
11.2. DI
SCLAIMER OF WARRANTY . EXCEPT FOR THE EXPRESS LIMIT ED WARRANTY SET FORTH
ABOVE, CENTRALSQUARE MAKES NO WARRANTIES WHATS OEVER, EXPRESSED OR
IMPLIED, WITH REGARD TO THE SOLUTIONS, PROFESSIONAL SERVICES, SUPPORT
SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT
CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHER, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF
DEALING, USAGE OR TRADE PRACTICE, AND SPECIFICALLY DIS CLAIMS IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT T HAT
A SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY
CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
34 EXHIBIT D
OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL OPERATE
WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATI ON. ALL THIRD- PARTY MATERIALS ARE PROVIDED “AS -IS” AND ANY REPRESENTATION OR WARANTY OF OR
CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD- PARTY OWNER. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE’S WARRANTY UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF.
12. Intentionally Omitted. .
13. Force Majeure. Neither Party shall be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay in performance as a result of war, fire, strike, rio t or insurrection, natural disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of Equipment, software, or services from suppliers, default of a subcontractor or vendor to the Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other Party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the Party’s reasonable control (“Excusable Delay” hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay.
14. Intentionally Omitted .
15. Intentionally Omitted. :
16. Intentionally Omitted.
17. Intentionally Omitted. .
18. Intentionally Omitted.
19. INTENTIONALLY OMITTED
20. Third-Party Materials. CentralSquare may from time to time, in its discretion engage third parties to perform services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides front -line support services for third parties, but these third parties assume all responsibility and liability in connection with the third- party software, equipment, or related services. CentralSquare is not authorized to make any representations or warranties that are binding upon the third-party or to engage in any other acts that are binding upon the third -party, excepting specifically that CentralSquare is authorized to represent third-party fees in the Agreement and to accept payment of such amounts from Customer on behalf of the third-party for as long as such third-party authorizes CentralSquare to do so. As a condition precedent to installing or accessing any third- party Materials, Customer may be required to execute a click -through, shrink-wrap End User License Agreement (EULA) or similar agreement provided by the Third- Party Materials provider. All third-party materials are provided “as -is” and any representation or warranty concerning the m is strictly between Customer and the third-party.
21. Intentionally Omitted.
22. Intentionally Omitted. .
23. Intentionally Omitted.).
24. Material Adverse Change. If any Law, Regulatory Approval, applicable standard, process, OEM requirement is changed or comes into force after the Effective Date, including but not limited to PCI standards (collectively, a “Material Adverse Change”), which is not explicitly addressed within this Agreement and results in significant extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet, discuss in good faith, and agree upon reducing the technical, operational, and/or commercial impact of such Material Adverse Change.
25. Cooperative Purchases. This Contract may be used by other government agencies.
CentralSquare has agreed to offer similar services to other agencies under the same terms and conditions as stated herein except that the compensatio n may be negotiated between CentralSquare and other agencies based on the specific revenue expectations, agency reimbursed costs, and other agency requirements. The Customer will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases by such agencies.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
35 EXHIBIT D
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
36 EXHIBIT E
EXHIBIT “E”
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 Vers ion. “Software Version ” means the base or core version of the Software that contains significant new features and significant fixes and is available to the Custo mer. Software Versions may o ccur as the Software architecture changes or as new technologies ar e 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 r elease, 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. U
pdates. From time to ti me 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 y ear 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://support.centr alsquare.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 fr equently asked questions (FAQ).
4. E xclusions 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 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 connectio n 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 DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
37 EXHIBIT E
specifications, as well as a fast, sta ble, 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 probl ems 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 nece ssary 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 Sy stems 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:
Priority Issue Definition Response Time
Priority 1 –
Urgent
The so ftware is completely down an d will not
launch or function.
Priority 1 issues must be called in via 833 -278-7877
and w ill be immediately answered and managed by
the first available representative.
Priority 2 –
Critical
A high -impact problem that disrupts t he
customer’s operation but there is capacity to
remain productive and maintain necessary
operations.
Priority 2 iss ues 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 Use r from the use
of the system. This includes system administrator
functions or restriction of user workflow but does
not significantly impact their job function.
Priority 3 issues called in via 833 -278-7877 will be
immediately answered and managed by the fi rst
available representative.
Non-Critical Priority 3 issues may also be reported via Https://support.centralsquare.com/s/contact-us
Priority 4 –
Minor
Cosmetic or documentation errors, incl uding
Customer technic al questions or usability
questions.
Priority 4 issues called in via 833 -278-7877 will be
immediately answered and managed by the first
available representative.
Minor Priority 4 issues may also be reported via
Https://support.centralsquare.com/s/contact-us
7. Exceptions. CentralSquare shall not be responsible for failure to car ry out its Support and Maint enance 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.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
38 EXHIBIT E
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 priority scheduling in a subsequent release.
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. 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. I ncidents and service requests . Non-production environment incidents are considered priority 3 or 4, dictated by circumstances and w ill be prioritized and scheduled subordinate to production environment service requests.
10. Training. Outside the scope of training services purchased, if any, Cust omer is responsible for the training and organization of its staff in the operation of the Software.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
39 EXHIBIT E
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 Sof tware, except such wor k as may be specifically purchased and outlined in the Agreement. CentralSquare retains all intellectual property rights in development wor k 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 Thir d-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 war rant that the Hardware, Solution and/or Third-Party Software provided to Customer under t his Agreement or that the Customer Systems recommended by CentralSquare will function for an indefinite period of time. Rather, CentralSquare and Customer may, from ti me 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 limitat ion, the installation of a n ew Release, additional disk storage and memory, and workstation and/or server upgrades. C ustomer 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.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
40 EXHIBIT F
EXHIBIT F
SERVICE LEVEL COMMITMENTS
Support Standards (CLOUD)
13. CentralSquare Cloud Security Program
13.1. Access & Continuity. Logical access restrictions include VLAN data segregation, extensive deny -by-default access control lists, and Mu lti-Factor authentication required for System Administration. Business continuity is prioritized via daily encrypted backup stored offsite, virtual tape backup technology to counter loss of physical media, and full replication to disaster recovery site, with redundancy an availability through multiple carriers.
13.2. S ecurity & Monitoring. SSL and IPSEC VPN with 256 bit encryption, web application firewalls, multi -layered infrastructure model with recorded internal and external CCTV, card access control, best of breed HVAC/fire suppression/physical security, and backed by 24-7 x 365 monitoring by a staffed operations facility for: Intrusion detection & prevention, DDOS mitigation, and automated network incident creation and escalation.
13.3. T esting, Audits & Compliance. third-party internal, external, perimeter vulnerability and penetration testing. Centrally managed patching, OS hardening program, and endpoint protection on all servers. Industry standard compliance includes annual completion of: SSAE18/ISAE Data Cente r Audit, SSAE18 Operations Audit, PCI -DSS Compliance Audit, Vulnerability Testing & CVSS Audit, and Control Self-Assessment Audit.
14. Service Level Commitments
14.1. Target. In each Service Period, the target for availability of the Solutions is 99.9% (“Availabili ty Target”). “Service Period” means 24 hours per day Monday through Sunday each calendar month that Customer receives the Solutions, excluding Sundays between 12:00 AM and 12:00 PM Eastern Time for scheduled maintenance. During this time, Customers may ex perience intermittent interruptions. CentralSquare will make commercially reasonable efforts to minimize the frequency and duration of these interruptions and CentralSquare will notify the Customer if the entire maintenance window will be required.
14.2. Support Terms. Beginning on the Execution Date and continuing for twelve (12) months thereafter (“Initial Support Term”), CentralSquare shall provide the ongoing Support Services described herein for the corresponding Fees outlined in Exhibit 1. Upon expiration of the Initial Support Term, ongoing Support Services shall automatically renew, with customer paying for additional annual support periods, each a (“ Renewal Support Term”). This renewal will continue until termination of this Agreement provided that, CentralSquare shall not give notice of termination if it would be effective prior to a period equal to two times the Agreement’s Initial Term.
14.3. Meas
urement. Service availability is measured as the total time that the Solutions are available during each Service Period for access by Customer (“ Service Availability”). Service Av ailability measurement shall be applied to the production environment, and the points of measurement for all monitoring shall be the servers and the Internet connections at CentralSquare’s hosted environment.
CentralSquare has technology monitoring, measuring, and recording Service Availability. The Customer, at their discretion, may also employ monitoring tools, not to override CentralSquare’s measurements for the purposes of calculating Service Availability. Additionally, the use must be:
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
41 EXHIBIT F
14.3.1.1. mutually agreed upon by CentralSquare and the Customer.
14.3.1.2. paid, installed and maintained by the Customer.
14.3.1.3. non-invasive and may not reside on CentralSquare’s systems.
14.4. Calculation. Service Availability for a given month shall be calculated using the following calculation:
14.4.1. T he 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.
14.4.2. Service Availability T argets are subject to change due to the variance of the number of days in a month.
14.4.3. The total number of minutes which the service was NOT available in a given month sh all exclude minutes associated with scheduled or emergency maintenance.
14.5. 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 99.9% but greater than or equal to 99.0% 5%
Less than 99.0% but greater than or equal to 95.0% 10%
Less than 95% 20%
14.6. If not directly reported by CentralSquare, Credit entitlement must be requested by the Customer within sixty (60) days of the failed Target. Customer shall not be entitled to offset any monthly Solutions fee payments, nor withhold fee payments, on account of a pending credit. Customer shall not be eligible for credits for any period where Customer is more than thirty (30) days past due on their account. CentralSquare will provide reporting, showing performance and service levels.
15. Server Performance & Capacity.
15.1. CentralSquare shall provide sufficient server capacity for the duration of this hosting Agreement to meet the reasonable performance requirements for the number of concurrent system users provided for in this Agreement. If the Customer requests, at some later date, to add additional Solutions, increase user licenses, 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.
15.2. “ In-network” is defined as any point between which the data packet enters the CentralSquare environment and subsequently departs the CentralSquare environment. Any point of communications outside of the CentralSquare protected network environment shall be deemed as “out -of-network.” CentralSquare is not responsible for Internet connectivity and/or performance out-of-network.
16. System Maintenance.
16.1. Solutions maintenance and upgrades. CentralSquare will provide all hosted systems and network maintenance as deemed appropriate and necessary by CentralSquare. Maintenance and upgrades will be scheduled in advance with the Customer’s primary contact if they fall outside of the designated hours set aside for this function of Sundays from 12:00AM to 12:00 PM.
16.2. H ardware maintenance and upgrades. Hardware maintenance and upgrades will be performed outside of the Customer’s standard business hours of operation and the Customer will be notified prior DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
42 EXHIBIT F
to the upgrade.
16.3. Emergency maintenance. Emergency situations will be handled on a case-by-case basis in such a manner as to cause the least possible disruption to overall system operations and availability without negatively affecting system stability and integrity. CentralSquare will attempt to notify the Customer promptly, however if no contact can be made, CentralSquare management may deem it necessary to move forward with the emergency maintenance.
17. Incident Response. Incidents are defined as interruptions to existing service and can range in priority from urgent to low depending on the impact to the Custo mer. CentralSquare will make commercially reasonable efforts to respond to Solutions incidents for live production systems using the following guidelines:
Priority
Level
Impact Description Performance Target Minimum
Performance
Goal %
1 Urgent An Incident that results in loss of Customer
connectivity to all of the Solutions or results
in loss, corruption or damage to
Customer’s Data.
CentralSquare will
respond within 1 hour
of the issue being
reported.
95%
2 Critical An Incident that has an adverse material
impact on the performance of the Solutions
or materially restricts Customer’s day-to-
day operations.
CentralSquare will
respond within 2 hours
of the issue being
reported.
95%
3 Non-Critical An Incident that does not result in a failure of the Solutions but a fault exists that
restricts the Customer’s use of the
Solutions.
CentralSquare will
respond within 4 hours
of the issue being
reported.
95%
4 Minor An Incident that does not affect or which
has minimal adverse impact on the use of
the Solutions.
CentralSquare will
respond within 24
hours of the issue
being reported.
95%
17.1. Measurement. CentralSquare shall track and report on response and resolution time for application and hosting support issues identified by the Customer.
18. Disaster Recovery. CentralSquare provides disaster recovery services for Solutions. The costs for these disaster recovery services are included in the monthly fees. In the event that a disaster renders the Customer’s data center is inaccessible or rendered non- functional, CentralSquare will provide the ability to connect to the appropriate data center using software provided by CentralSquare. This will allow the Customer to connect to their systems from a remote site to the previously identified critical functions, however functiona lity may be diminished due to lack of access to hardware and/or software located in the Customer’s facilities.
19. Exceptions. CentralSquare shall not be responsible for failure to carry out its service and maintenance obligations u nder this Agreement if the failure is caused by adverse impact due to:
19.1. defectiveness of the Customer’s environment, Customer’s systems, or due to Customer corrupt, incomplete, or inaccurate data reported to the Solutions, or documented Defect.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
43 EXHIBIT F
19.2. denial of reasonable access to Customer’s system or premises preventing CentralSquare from addressing the issue.
19.3. material changes made to the usage of the Solutions 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 Solutions.
19.4. a force majeure event, or the negligence, intentional acts, or omissions of Customer or its agents.
20. 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.
21. Service Requests. Service requests are new requests that will take less than 8 hours to accomplish. For new requests that require additional time, CentralSquare will prioritize these requests, and determine if extra time is needed to order equipment or software.
22. Non-Production Environments. Cen tralSquare will make commercially reasonable efforts to provide non- production environment(s) during Customer business hours. Non- production environments are not included under the metrics or service credit schedules discussed in this Exhibit.
22.1. Maintenance. All forms of maintenance to be performed on non-production environments will follow the exact structure and schedules outlined above in Section 3 for regular System Maintenance.
22.2. I ncidents and service requests . Non-production environment incidents are considered priority 3 or 4, dictated by circumstances and will be prioritized and scheduled similar to production service requests.
23. Virtual Private Network (VPN) Concentrator. If Customer’s desired system configuration requires the use of a VPN concentrator, i ncluding router, this will be provided by CentralSquare. It will reside at Customer’s location but is, and shall remain the property of CentralSquare.
24. Customer Cooperation. Customer may be asked to perform problem determination activities as suggested by C entralSquare. Problem determination activities may include capturing error messages, documenting steps taken and collecting configuration information.
Customer may also be requested to perform resolution activities including, for example, modification of processes. Customer agrees t o cooperate with such requests, if reasonable.
25. Training. Outside th e scope of training se rvices purchased, if any, Customer is responsible for the training and organization of its staff in the operation of the Solutions.
26. Development Work. The Support Standards do 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 Solutions, except such work as may be specifically purchased and outlined in Exhibit 1.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
44 EXHIBIT F
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.
27. Telephone Support & Support Portal
27.1. Hours. CentralSquare shall provide to Customer, Monday through Friday, 8:00 A.M. to 5: 00 P.M.
Customer’s Local Time within the continental United States, excluding holidays (“5x9”). CentralSquare shall provide to Customer, during the Support Hours, 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.
This support shall be provided by CentralSquare at Customer location(s) if and when CentralSquare and Customer agree that on-site services are necessary to diagnose or resolve the problem. If a reported error did not, i n fact, exist or was n ot attributable to a defect in the Solutions or an act or omission of CentralSquare, then Customer shall pay for CentralSquare's investigation and related services at CentralSquare’s standard professional services rates. Customer must provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Agreement, including remote access to the Specified Configuration.
27.2. Releases.
Customer shall promptly install and/or use any Release provided by CentralSquare to avoid or mitigate a performance problem or infringement claim. All modifications, revisions and updates to the Solutions shall be furnished by means of new Releases of the Solutions and shall be accompanied by updates to the Documentation whenever CentralSquare determines, in its sole discretion, that such updates are necessary.
27.3. Case Number. Measured from the moment a Case number is created. As used herein a “Case number” is created when a) a CentralSquare support representative has been directly contacted by Customer either by phone, in person, or through CentralSquare’s online support portal, and b) whe n CentralSquare’s support representative assigns a case number and conveys that case number to the Customer.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9
45 EXHIBIT G
EXHIBIT G
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 Poli cy; 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. Regardles s 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.
DocuSign Envelope ID: AD33FEEF-F389-48EB-90E0-D8EAD4FAB2A9