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10 updates.
The CentralSquare project team, under the direction of the project manager, will visit pertinent areas of Customer and will meet with key Customer personnel to understand Customer’s operational needs and business rules. Team members will observe Customer’s daily operations first-hand and use that information to identify how the CentralSquare Suite system would best be configured to match and enhance Customer’s workflows. The project team will train Customer system administrators on configuration options and code table setup.
3.2 Implementation Process Overview
CentralSquare uses a multi-phase approach to ensure a successful implementation for each Customer.
Trained and experienced members of the CentralSquare implementation team move through the process with Customers to ensure successful outcomes. Timelines will be discussed with Customer’s project manager and will be mutually agreed upon to ensure a successful Go Live.
3.2.1 Kickoff Meeting
Upon contract signature, a kickoff meeting is scheduled to initiate the implementation process, setting up a statement of work, server installations and scheduling the Business Practice Review (BPR).
3.2.2 Business Practice Review
During this meeting, the CentralSquare project team works with Customer’s build team and will demo CentralSquare Suite modules and guide the agency on their configuration tasks.
3.2.2.1 Configuration
Customer plays a large part in the configuration and setup of the final system. Configuration of CentralSquare software is guided by Consultants, via remote online sessions, but is considered a Customer responsibility to complete.
3.2.2.2 Data Conversion and GIS Data Conversion
Data not contained in systems listed in Statement of Work: 1.2 Data Conversion will not be converted.
Code tables, data mapping, and other system configuration will be entered by Customer with the assistance of a CentralSquare Consultant. Code tables will not be part of the converted data.
A major part of data conversion is review of data that has been converted to CentralSquare software.
Customer plays a key role in this data review.
A thorough data conversion review by Customer is imperative for an effective and organized CentralSquare software Go Live. Customer should expect to devote 10-20% of each week of the data conversion process to CentralSquare configuration work. Each module converted will require participation of SMEs.
See Statement of Work: 1.2.5 GIS Data Conversion for information regarding the GIS data conversion process.
3.2.2.3 Interfaces
See Statement of Work: 1.1 Interfaces for a list of included interfaces.
Customer tasks related to interfaces will start immediately after the initial CentralSquare kickoff meeting.
Customer will set up conference calls with CentralSquare and each interface vendor within two weeks of contract signing or one week of kickoff call. Interfaces to and from CentralSquare software are created CentralSquare Technologies LLC Agreement
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11 and tested internally before being available for Customer testing.
Customer is responsible for initiating and facilitating the relationship(s) between CentralSquare and the third-party interface vendor(s).
CentralSquare software interface specifications must be clearly defined in the Interface One Sheet or Interface Specifications Document. If applicable, each interface will be thoroughly tested by Customer before Go Live.
3.2.3 Final System Review
Throughout the project, implementation analysts from CentralSquare will schedule sessions with Customer’s Build Team and end users to review any questions or concerns.
3.2.4 Train-the-Trainer and/or End User Training
CentralSquare offers several options for end user training. All of the training options provide hands-on use of the software with real-world examples. Class sizes are limited to ensure that each individual has sufficient time to practice using the system. When the go live date arrives, users are well-prepared to begin using the new software.
3.2.5 Go Live
CentralSquare provides on-site the day that the new system goes live. Any questions that arise are addressed immediately by the team, ensuring that the first day(s) using the new system goes smoothly.
3.2.6 Software Acceptance
Customer acknowledges that the Software shall be deemed accepted on the date of delivery. In the event that a Customer notifies CentralSquare of a material non-conformity in the Software as compared with the Statement of Work, CentralSquare shall use commercially reasonable efforts to correct the reported non-conformity in accordance with the support provisions set forth in Exhibit E: Maintenance Agreement.
3.2.7 Hardware Acceptance
Customer acknowledges that the Hardware shall be deemed accepted on the date of delivery. In the event that a Customer notifies CentralSquare of a material non-conformity in the Hardware as compared with the Statement of Work, CentralSquare shall use commercially reasonable efforts to correct the reported non-conformity.
3.3 Training and Go Live Support
3.3.1 Training
CentralSquare staff will provide for remote training.
3.3.1.1 System Configuration and Training
The first portion of training will be performed by the CentralSquare project team. Team members will train and guide Customer’s Build Team in configuring the CentralSquare Suite system, setting up and maintaining code tables, managing users and user rights, among other options. Through CentralSquareguided configuration of the system, the Build Team becomes well versed in the CentralSquare software system administration.
3.3.1.2 Train-the-Trainer and/or End User Training
Instructors will conduct detailed courses for each of Customer’s user groups (such as dispatchers or CentralSquare Technologies LLC Agreement
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12 officers). The content of each course will be tailored to the features and functionality in CentralSquare software that each group needs to know and use.
3.3.2 Training Resources
Training will be scheduled within standard business hours (7:00 AM CST to 7:00 PM CST, Monday through Friday).
The training facilities and equipment will be provided by Customer based on the following:
3.3.2.1 Instructor Resources
1. One (1) computer with a network connection
2. Most recent CentralSquare Suite version installed and tested (includes login)
3. Two (2) projectors and two (2) screens set up and tested
3.3.2.2 Trainee Resources
1. Five (5) to ten (10) computers with network connections two (2) monitors required (three (3) monitors are suggested)
2. One (1) supervisor will attend every class to address policy questions
3. No more than ten (10) trainees in each class
4. Most recent CentralSquare Suite version installed and tested (includes login)
5. All third-party devices (i.e., printers, scanners, barcode reader, mugshot camera) connected and tested
3.3.3 Go Live Support
CentralSquare staff will assist users with questions that arise during Go Live and will reinforce skills learned during the training sessions. CentralSquare staff will be on site for Go Live.
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Exhibit E: Support Addendum
1.0 Term
Support will be provided in accordance with this Support Addendum for the Term of the Agreement so long as all Subscription Fees are current and paid in full.
2.0 Software Updates
While this Agreement remains in full force and effect, CentralSquare will maintain the Software by providing software updates and/or enhancements to Customer. All software updates provided to Customer by CentralSquare pursuant to the terms of this Agreement shall be subject to the terms and conditions of Section 2.0 License of this Agreement.
CentralSquare will install software updates remotely. Customer is responsible for guaranteeing that sufficient, capable personnel that possess the appropriate technology skills and public safety knowledge are available during the maintenance window. All updates will occur during normal business hours.
Normal business hours are defined as: 08:00-17:00 CT. Software updates are offered in the following time slots: 08:00-10:00 CST, 10:00-12:00 CST, 13:00-15:00 CST. CentralSquare Technologies will work with the Customer to schedule an agreeable time to occur during these time slots.
2.1 Included Updates
Updates will be provided on an as-available basis and include the items listed below:
1. Bug fixes;
2. Enhancements to products provided under this Agreement;
2.2 Not-Included Updates
Updates do not include:
1. Platform extensions including product extensions to different platforms (premise, hosted, cloud), different windowing system platforms, or different operating system platforms
2. New functions such as new modules, interfaces, components, products, or applications.
3.0 Hardware Updates
Server Hardware updates consist of different types of hardware changes ranging from hardware replacement (such as replacing a hard disk), to hardware additions and hardware updates. Server Hardware updates require physical access to the servers. Customer is responsible for guaranteeing that sufficient, capable personnel that possess the appropriate technology skills and public safety knowledge are available during the maintenance window. All updates will occur during normal business hours.
Normal business hours are defined as: 08:00-17:00 CT. Hardware updates are offered in the following time slots: 08:00-10:00 CST, 10:00-12:00 CST, 13:00-15:00 CST. CentralSquare Technologies will work with the Customer to schedule an agreeable time to occur during these time slots.
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4.0 Support
4.1 General Support
CentralSquare shall provide phone and email support for the Software licensed under this Agreement and shall maintain a support center database to track any reported issues. Customer is required to accept and maintain updates to a supported version of the application(s) in order to maintain access to support services. No support will be provided for Software more than two versions back from the most recently released version.
Support does not include custom programming services or training.
Support is available 24 hours a day, seven days a week for CentralSquare Suite customers.
4.2 Remote Support
The BeyondTrust/Bomgar and/or SecureLink remote support solutions shall be the method of remote access to 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.
VPN usage to connect to customer environments is prohibited. If previously contractually mandated, all costs associated with CentralSquare’s use of any technological device to mitigate against the risk of such connection shall be the responsibility of Customer. This includes but is not limited to jumpboxes, virtual machines, etc. Any access to Customer’s system and/or data shall be through the use of CentralSquare’s unique user SSO credentials, and all such access must be capable of being logged in accordance with FBI CJIS Security Policy.
4.3 GIS Data Maintenance
GIS data updates and maintenance are defined as changes to the GIS data based on actual additions or changes to points (e.g. addresses), lines (e.g. roads), or layers (e.g. Emergency Service Zones) that occur after the date of the software install.
CentralSquare will provide one (1) GIS update per month as part of this contract.
4.4 Server Hardware Maintenance
CentralSquare will maintain the Server Hardware necessary to host the Software. This does not include any hardware except the CentralSquare Technologies’ supplied Server Hardware. “Server Hardware Maintenance” is defined as ensuring the operating system and/or applications as installed are current and up to date.
A standby server is available for purchase by customer. This server replicates the production environment and is available to the customer for use in the event of a hardware and/or software failure of the production server. The training server is similar to the production server but it is not a mirror image of CentralSquare Technologies LLC Agreement
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same. The training server cannot be utilized as a production server or other means to support the agency with respect to the Pro application and/or interfaces thereto in the event of a hardware failure of the production server.
In the event of a hardware and/or software failure, if the customer does not purchase a standby server, the customer acknowledges that the customer will be down for an extended period of time which could include, but not be limited to, an extended period of time while replacement hardware and/or software is attained and/or configured for use.
4.5 Customer Responsibilities
4.5.1 Access to Premises
Customer shall provide CentralSquare with reasonable and timely access to the sites and personnel necessary for CentralSquare to perform its obligations under this Agreement.
4.5.2 CentralSquare Server Access
Customer will ensure that all CentralSquare Server Hardware are directly network accessible to CentralSquare at all times via SSH. There shall be no additional authorization or equipment required except as requested by CentralSquare. The persistent SSH secured service connection is mandatory and necessary for the proper functionality of the managed server component and/or the Pro application by the CentralSquare Technologies DevOps team. This connection is only utilized by CentralSquare Technologies’ CJIS-compliant employees for purposes that include but are not limited to, contractually mandated backups, installation of major and minor software releases and/or execution of the managed service component of the Agreement.
4.5.3 Network Configuration Notification Requirements
Customer shall notify CentralSquare regarding all updates to Customer’s network configuration, firewall changes, and IP address updates with a minimum twenty-four (24) hour notice prior to implementation of such changes.
4.5.4 System Administrator
Customer is responsible for naming one or more System Administrators to serve as a primary point of contact between Customer and CentralSquare. At least one System Administrator must be available at all times. Customer will ensure that the System Administrators possesses the appropriate technology and public safety knowledge and skills to perform this role sufficiently.
4.5.5 Security
Customer is responsible for providing all physical security. The customer is responsible for securing their network.
4.5.6 System Updates
Customer shall work in good faith to allow CentralSquare to install System updates as requested by CentralSquare.
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COMMUNITY DATA PLATFORM MEMBERSHIP PROGRAM
Client: City of Vernon (for the benefit of and use by Vernon Police Department) Membership
A. CentralSquare Technologies, LLC (“CentralSquare”) offers qualifying Member Agencies access to IQ Search and CrimeMapping.com limited services (the Software and Services) as defined in this Agreement.
B. Clients who wish to qualify as a Member Agency must:
a. Be a CJIS compliant Law Enforcement Agency
b. Agree to contribute data to the Community Data Platform including:
i. CAD
ii. RMS Incidents
iii. RMS Arrests
iv. RMS Warrants
v. RMS Master Names
c. Agree to allow CentralSquare to share their data with other Member Agencies and third parties as provided in this Agreement
C. The Member Agency (also referred to herein as “Client”) will receive the following benefits:
Free subscription to IQ Search for up to 10
Concurrent Users, limited to the following:
Your
Contributed
Data
Your State’s
Participating
Agencies
National
Participating
Agencies
RMS Incidents
• QuickView (Date of Occurrence,
Location, Incident Type Description,
Case Status, RMS Case Number,
Agency)
YES YES
CAD Call for Service
• QuickView YES
Free subscription to CrimeMapping.com
Public access to:
Radius searches of crime data from a specified location Map-based summary of RMS Incident statistics based on crime type, description, location, agency, date
Register for alerts on RMS Incident activity within a certain radius of a location and/or crime type
Map-based citizen/public access to categorized RMS Incidents A free 90-day trial to the national IQ Search service which includes full detailed searches.
D. The Member Agency will receive up to 10 concurrent user licenses to the Community Data Platform.
E. In consideration of the free subscription to IQ Search and CrimeMapping.com as defined above, Client understands and agrees that CentralSquare will process and anonymize CentralSquare Technologies LLC Agreement
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data from the IQ Community Data Platform (the “Aggregate Data”) to provide further commercial services for its clients and third parties as described below.
F. Full search concurrent user licenses can be purchased to increase concurrent user access and search/query builder capabilities.
License
Membership includes a limited non-exclusive, non-transferable license to use the Software and Services, located on CentralSquare’s servers, through Client’s computer(s).
The Software and Services provide users an effective set of tools for conducting investigations, monitoring regional crime trends, and increasing transparency to the community.
Client is expressly prohibited from sublicensing, selling, renting, leasing, providing service bureau or timeshare services, distributing or otherwise making the Software and Services available to third parties.
Access and Passwords
A. Access to IQ Search by Client’s authorized end users (“Authorized Users”) will require the use of a password. Client is responsible for management and control of passwords for its end users.
B. Client acknowledges (i) that the protection of passwords issued to Authorized Users is an integral part of CentralSquare’s security and data protection process and procedures and, (ii) that CentralSquare will rely on Client utilizing and maintaining proper password control obligations and procedures. In the event that Client has reasonable cause to believe that a password is being improperly used by an Authorized User or used by an unauthorized person, Client shall promptly notify CentralSquare. CentralSquare reserves the right to deactivate a compromised password immediately upon notice from Client without further notice to Client or the affected Authorized User. CentralSquare shall have the right, at its sole cost and expense, to utilize an independent certified accounting firm, to verify the number of passwords that have been issued for use by Authorized Users of the Client and use of these passwords within Client’s organization in compliance with the terms of this Agreement.
Termination
A. This Agreement may be terminated by CentralSquare upon thirty (30) days’ written notice due to a material breach by Client.
B. Either Party may terminate this Agreement for convenience upon thirty (30) days’ written notice to the other Party.
Client Responsibilities
A. Client will assign a Client Administrator to manage end user access and passwords.
B. Client is responsible for providing hardware, operating system and browser software that meets CentralSquare’s technical specifications, as well as providing and maintaining a fast, stable, high-speed connection and remote connectivity for data contribution services as well as individual client user access.
C. Client is solely responsible for the integrity of all data and information that is provided to CentralSquare under this Agreement (i.e., the Client Information), including CentralSquare Technologies LLC Agreement
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completeness, accuracy, validity, authorization for use and integrity over time, regardless of form and format, and whether or not such data is used in conjunction with the Subscription Services.
D. Client shall not attempt to decode, disassemble, copy, transmit, transfer or otherwise reverse engineer the Services, including, without limitation, the Software.
E. Client is responsible for maintaining an active e-mail account for correspondence with CentralSquare.
F. Client is responsible for proper firewall maintenance allowing for data to move from their on-premise data contributing system to the applicable IQ application.
Confidentiality
A. In association with the execution of this Agreement and CentralSquare’s participation in the use and support of the Software and Services, Client has obtained, will have access to, or will obtain confidential information regarding intellectual property of CentralSquare, the Software and Services and its contents, sales and marketing plans and other similar information (hereinafter referred to as "Confidential Information"). Client acknowledges that the Software and Services itself represents and embodies certain trade secrets and confidential information of CentralSquare. Client hereby agrees that, for itself and its shareholders, officers, directors, employees, and agents, Client shall not disclose any of CentralSquare’s trade secrets or Confidential Information without CentralSquare’s prior written consent for any such disclosure.
B. In association with the execution of this Agreement and the participation of CentralSquare in the support of the Software and Services, CentralSquare has obtained or will obtain confidential information of Client regarding the business of Client or its customers (“Client Information”). CentralSquare shall not use any Client Information except as expressly set forth in this Agreement.
C. Confidential Information of either Party shall not include any information that is (i) already known to the receiving Party at the time of the disclosure; (ii) publicly known at the time of the disclosure or becomes publicly known through no wrongful act or failure of the receiving Party; (iii) subsequently disclosed to receiving Party on a non-confidential basis by a third party not having a confidential relationship with the other Party hereto that rightfully acquired such information; (iv) communicated to a third party by receiving Party with the express written consent of the other Party hereto; or (v) legally compelled to be disclosed pursuant to a subpoena, summons, order or other judicial or governmental process, provided the receiving Party provides prompt notice of any such subpoena, order, etc. to the other Party so that such Party will have the opportunity to obtain a protective order.
D. Each Party agrees to restrict access to the Confidential Information or Client Information of the other Party to those employees or agents who require access in order to use or support the Software and Services, acknowledging that certain Confidential Information or Client Information of each Party may be disclosed to Authorized Users as a necessary function of the Software and Services; and, except as otherwise provided, neither Party shall make Confidential Information or Client Information available to any other person or entity without the prior written consent of the other Party.
E. Notwithstanding the foregoing, Client understands and agrees that CentralSquare may transfer Client Information to a third party hosting entity for the purposes of providing the communications infrastructure, hosting services and/or related support and other operations necessary to deliver all or certain portions of the Services; provided that CentralSquare Technologies LLC Agreement
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CentralSquare, in turn, binds such third party to confidentiality and non-disclosure terms that are at least as protective of CentralSquare’s and Client’s interests as the terms stated herein. In addition, CentralSquare may also access and use Client Information and results or data, in a de-identified form, for data or analysis purposes (including for the purpose of preparing the Aggregate data and for crime data reporting), and may distribute the results of such analysis or data summaries to other Member Agencies or third parties provided no personally identifying information in the Client Information is disclosed. Client acknowledges that CentralSquare shall have no responsibility or liability for unauthorized access to or dissemination of Client Information by Authorized Users or other third parties, whether as a result of breach of data security, misappropriation or misuse of passwords or any other cause.
Ownership and Rights
A. CentralSquare owns all rights and title in and to the Software and Services. Further, Client agrees that the Software screens and any output of the Software, excepting the Client Information, are the property of CentralSquare and subject to United States and other patent, copyright, trademark, trade secret and other applicable laws and treaties and Client agrees that it shall not remove, alter or obstruct any ownership or use legends that CentralSquare places on any such screens or output of the Services. Nothing contained in this Agreement shall be construed as granting Client any rights in or to the Software and Services (including, without limitation, the Software and output of the Services), the deliverables from the implementation or additional services or related Confidential Information, other than the right to use the Software and Services and any applicable Confidential Information of CentralSquare during the Term, in accordance with this Agreement.
B. Clients who elect to participate in the Membership Program contribute to a database of information utilized by members to conduct investigations, monitor regional crime trends, and increase transparency to their communities. Notwithstanding anything to the contrary herein, excluding CJIS data, or personally identifying data, Client agrees that CentralSquare has and retains all rights to use any data and information relating to the Software and Services that is uploaded, inputted, or otherwise submitted by Client for any commercial purposes during or after the term of this Agreement; and any information that constitutes, or results in, an improvement or other modification to the Software and Services. CentralSquare shall retain all rights and ownership to the Aggregate Data.
C. As between the parties, CentralSquare agrees that all Client Information provided to CentralSquare under this Agreement for CentralSquare’s use in connection with the Software and Services is the property of Client; provided, however, CentralSquare shall have the right to retain Client Information in accordance with its obligations under the terms of this Agreement in the event that the return or the destruction of any Client Information is infeasible, and in any event may use and retain Client Information as provided in Section E of the “Confidentiality” section above.
D. The term “Developments” shall mean all programs, upgrades, updates or other enhancements or modifications to the Software, if any, and all Documentation or other materials developed and/or delivered by CentralSquare in the course of providing technical support or otherwise, under this Agreement.
E. Client will not have the ability to copy the Client Information entered onto the Software.
Rather, CentralSquare shall retain the physical copy of the Software, title, right and interest in and to the Software, including upgrades, updates, and/or other enhancements or modifications to the Software in any medium, including but not limited to all copyrights, patents, trade secrets, trademarks, and other proprietary rights.
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F. CentralSquare reserves the right to provide free cloud storage only for those data items viewable as part of the Limited Search Capabilities. Additional data attached to contributions such as video, images, and other document types may induce optional storage fees for cloud retention.
Liability
A. THE SERVICES, SOFTWARE AND ANY DOCUMENTATION ARE MADE AVAILABLE FOR CLIENT'S USE “AS IS” AND EXCEPT AS OTHERWISE SPECIFICALLY
STATED HEREIN, WITHOUT WARRANTY OF ANY KIND, EITHER EXPRESS OR
IMPLIED, INCLUDING BUT NOT LIMITED TO THE IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A PARTICULAR PURPOSE.
B. CENTRALSQUARE DOES NOT WARRANT THAT THE SOFTWARE WILL OPERATE UNINTERRUPTED OR ERROR-FREE. CLIENT AGREES TO INDEMNIFY
CENTRALSQUARE AGAINST ANY SUCH LIABILITY TO CLIENT, REGARDING THE CLIENT’S USE OF THE SERVICES, THE SOFTWARE AND ANY DOCUMENTATION OR OTHERWISE. IN NO EVENT SHALL CENTRALSQUARE BE LIABLE TO CLIENT
OR ANY THIRD PARTY, WHETHER IN CONTRACT, TORT, OR OTHERWISE FOR
INCIDENTAL, SPECIAL, INDIRECT, GENERAL, OR CONSEQUENTIAL DAMAGE OR
LOSS OF ANY NATURE, INCLUDING BUT NOT LIMITED TO LOSS OF BUSINESS
PROFITS, INCOME, LOSS OR USE OF DATA, WHICH MAY ARISE IN
CONNECTION WITH THIS AGREEMENT OR THE USE OF OR INABILITY TO USE
THE SERVICES, SOFTWARE AND ANY DOCUMENTATION EVEN IF
CENTRALSQUARE HAD BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS CLAUSE SHALL SURVIVE FAILURE OF AN EXCLUSIVE REMEDY.
C. CENTRALSQUARE DISCLAIMS ALL LIABILITY FOR THE ACCURACY AND/OR
COMPLETENESS OF DATA, INCLUDING BUT NOT LIMITED TO DATA SUPPLIED
WITH THE SOFTWARE OR AS ADDED OR MODIFIED BY CLIENT OR ANY THIRD PARTY, OR DATA AS PROCESSED ON CLIENT'S OR CENTRALSQUARE’S COMPUTER NETWORK. CLIENT BEARS THE ENTIRE RESPONSIBILITY FOR ITS
COMPUTER NETWORK, INCLUDING CLIENT'S USE OF THE SOFTWARE, THE
PERFORMANCE OF THE SERVICES AND THE SOFTWARE AND THE BEHAVIOR OF THE DATA ON EITHER CLIENT'S OR CENTRALSQUARE’S COMPUTER NETWORK.
D. CENTRALSQUARE REPRESENTS AND WARRANTS TO CLIENT THAT, TO CENTRALSQUARE’S CURRENT AND ACTUAL KNOWLEDGE, THE SOFTWARE,
WHEN USED IN ACCORDANCE WITH THIS AGREEMENT, DOES NOT VIOLATE ANY EXISTING U.S. COPYRIGHTS, PATENTS, TRADEMARKS, OR OTHER
INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY AS OF THE DATE OF THIS AGREEMENT. CENTRALSQUARE SHALL INDEMNIFY AND HOLD CLIENT
HARMLESS FROM AND AGAINST ANY AND ALL ACTIONS, SUITS,
PROCEEDINGS, CLAIMS, DEMANDS, LOSSES, LIABILITIES, COSTS AND EXPENSES, INCLUDING REASONABLE ATTORNEYS’ FEES, INCURRED BY
CLIENT ARISING OUT OF ANY BREACH OF THIS WARRANTY ON THE PART OF CENTRALSQUARE.
E. IN NO EVENT SHALL CENTRALSQUARE’S TOTAL CUMULATIVE LIABILITY
HEREUNDER, FROM ALL CAUSES OF ACTION OF ANY KIND, WHETHER ARISING
UNDER CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY,
BREACH OF WARRANTY OR OTHERWISE, EXCEED THE VALUE OF ONE
ANNUAL TERM OF THE SUBSCRIPTION FEES FOR IQ SEARCH AND
CRIMEMAPPING.COM.
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Assignment
Client shall not transfer or assign any of its rights or obligations under this Agreement to any other person or entity without the express written permission of CentralSquare, which permission shall not be unreasonably withheld. Any assignment without such express written permission of CentralSquare shall result in the automatic termination of this Agreement.
Notices
Written notices required or permitted to be given under this Agreement shall be made to the parties at the following addresses and shall be presumed to have been received by the other party (i) (three) 3 days after mailing by the party when notices are sent by First Class Mail, postage prepaid; (ii) upon transmission (if sent via facsimile with a confirmed transmission report); or (iii) upon receipt (if sent by hand delivery or courier service).
To Client: To CentralSquare:
City of Vernon CentralSquare Technologies, LLC
Attn: Attn: Contracts
4305 South Santa Fe Avenue 1000 Business Center Drive
Vernon, CA 90058 Lake Mary, FL 32746
Governing Law
Except to the extent that this Agreement is governed by the laws of the United States, this Agreement shall be governed, interpreted and enforced in accordance with the laws of the State of California, without regard to its conflict of law provisions.
Support Services
Support will be provided in accordance with Attachment A.
This Agreement does not include any other CentralSquare subscription services. Additional subscription services purchased by Client will be subject to applicable fees.
Agreement
This Agreement may be executed in any number of identical counterparts, and each such counterpart shall be deemed a duplicate original thereof.
City of Vernon, a California charter City and
California municipal corporation
By: ____________________________
Carlos Fandino, City Administrator
CentralSquare Technologies, LLC, a Delaware
Limited Liability Company
By:
Name:
Title:
ATTEST:
_______________________________
Lisa Pope, City Clerk
By:
Name:
Title:
CentralSquare Technologies LLC Agreement
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APPROVED AS TO FORM:
_______________________________
Zaynah N. Moussa,
City Attorney
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Schedule A
TECHNICAL SUPPORT
This Schedule describes the terms and conditions relating to technical support that CentralSquare will provide to Client during the Term of the Agreement.
Technical Support Services:
Client may contact CentralSquare for issues with IQ Search via the following: by phone at (800) 987-0911 or via the Customer Portal: https://support.centralsquare.com. Assistance may include remote connectivity, modem, or electronic bulletin board.
Software Problem Reporting. Client may submit requests to CentralSquare identifying potential problems in the Software. Requests should be in writing and directed to CentralSquare by e-mail.
CentralSquare retains the right to determine in its sole discretion the final disposition of all requests, and will inform Client of the disposition of each request. If CentralSquare decides in its sole judgment to act upon a request, it will do so by providing a bug fix as described above.
Scheduled Maintenance. IQ applications may be unavailable periodically for system maintenance. Regular system maintenance includes installation of the IQ Updates, operating system updates/patches and updates to other third-party applications as needed. Clients are notified of maintenance periods via an email message.
Exclusions from Technical Support Services:
CentralSquare shall have no support obligations with respect to any third-party hardware or software product (“Nonqualified Product”). If CentralSquare provides support services for a problem caused by a Nonqualified Product, or if CentralSquare’s service efforts are increased as a result of a Nonqualified Product, CentralSquare will charge time and materials for extra service at its current published rates for custom software services. If, in CentralSquare’s opinion, performance of technical support is made more difficult or impaired because of a Nonqualified Product, CentralSquare shall so notify Client, and Client will immediately remove the Nonqualified Product at its own risk and expense during any efforts to render technical support under this Agreement. Client shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software.
Client Responsibilities:
In connection with CentralSquare’s provision of technical support as described herein, Client acknowledges that Client has the responsibility to do each of the following:
1) Provide hardware, operating system and browser software that meets CentralSquare’s technical specifications, as well as a fast, stable, high-speed connection and remote connectivity.
2) Maintain the designated computer system and associated peripheral equipment in good working order in accordance with the manufacturers’ specifications, and ensure that any problems reported to CentralSquare are not due to hardware malfunction; 3) Maintain the designated computer system at the latest code revision level deemed necessary by CentralSquare for proper operation of the Software; 4) Supply CentralSquare with access to and use of all information and facilities determined to be necessary by CentralSquare to render the technical support described herein; CentralSquare Technologies LLC Agreement
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5) Perform any test or procedures recommended by CentralSquare for the purpose of identifying and/or resolving any problems;
6) At all times follow routine operator procedures as specified in the Documentation set forth in the online portal(s) used to access the service;
7) Other than CentralSquare’s confidentiality obligations with respect to Client Information as set forth in this Agreement, Client shall remain solely responsible at all times for the safeguarding of Client’s proprietary, confidential, and classified information; and 8) Ensure that the designated computer system is isolated from any process links or anything else that could cause harm before requesting or receiving remote support assistance.
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