R20-071 1 RESOLUTION NO. R20-071
2
3 A RESOLUTION OF THE CITY OF BOYNTON BEACH,
4 FLORIDA, APPROVING AND AUTHORIZING THE CITY
5 MANAGER TO SIGN A NEW FIVE YEAR AGREEMENT WITH
6 CENTRALSQUARE TECHNOLOGIES, LLC., FOR A TOTAL
7 COST OF $1,169,498.04 TO CONTINUE THE USE OF THE
8 NAVILINE ENTERPRISE RESOURCE PLANNING SOFTWARE
9 AND MAINTAINING CENTRALSQUARE TECHNOLOGIES,
10 LLC. AS OUR APPLICATIONS SERVICES PROVIDER; AND
11 PROVIDING AN EFFECTIVE DATE.
12
13 WHEREAS, Naviline is the City's existing enterprise resource planning (ERP)
14 software platform which consists of a suite of integrated applications and databases by
15 which the City collects, stores, manages, interprets, and shares data across a range of City
16 departments;and
17 WHEREAS, this Agreement will allow for the continuation of the use of the
18 Naviline enterprise resource planning platform across the City organization and allow for
19 the continuation of ongoing efforts to use it in improving business processes within
20 departments which interact directly with it and the departments that use third-party software
21 products that can integrate with the ERP; and
22 WHEREAS, the previous five year agreement has expired and staff is requesting
23 to engage in a new five year agreement to continue using this system in City operations;
24 and
25 WHEREAS, upon recommendation of staff, the City Commission does hereby
26 approve and authorize the City Manager to sign a new five year agreement with
27 CentralSquare Technologies,LLC.with a total cost of$1,169,498.04 to continue the use of
28 the Naviline enterprise resource planning software and maintaining CentralSquare
29 Technologies, LLC. as our applications services provider.
30 NOW,THEREFORE,BE IT RESOLVED BY THE CITY COMMISSION OF
31 THE CITY OF BOYNTON BEACH,FLORIDA,THAT:
32 Section 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
33 being true and correct and are hereby made a specific part of this Resolution upon adoption
34 hereof.
35 Section 2. The City Commission hereby approves and authorizes the City
36 Manager to sign a new five year agreement with CentralSquare Technologies, LLC. with a
S:\CA\RESO\Agreements\Central Square Agreement(Naviline) -Reso.Docx
37 total cost of$1,169,498.04 to continue the use of the Naviline enterprise resource planning
38 software and maintaining CentralSquare Technologies, LLC. as our applications services
39 provider. A copy of which is attached hereto as Exhibit"A".
40 Section 3. That this Resolution shall become effective immediately.
41 L
42 PASSED AND ADOPTED this I41day of August, 2020
43 CITY OF BOYNTON BEACH, FLORIDA
44 YES NO
45
46 Mayor—Steven B. Grant
47
48 Vice-Mayor—Ty Penserga ✓
49
50 Commissioner—Justin Katz
51
52 Commissioner—Woodrow L. Hay
53
54 Commissioner—Christina L. Romelus
55
56 VOTE s�f7
57
58 ATTEST:
59
60 ,
61 /der
62 C stal Gibson, M C
63 City Clerk
64
65
66 (Corporate Seal)
67
; r
C
S:\CA\RESO\Agreements\Central Square Agreement(Naviline) -Reso.Docx
DocuSign Envelope ID: 33DB9175-1174-473A-BBF7-4AED9D86DE1 E
CentralSquare Solutions Agreement
a a - 0-11
This CentralSquare Solutions Agreement (the "Agreement"), effective as of the latest date shown on the signature
block below (the "Effective Date"), is entered into between CentralSquare Technologies, LLC, a Delaware
Limited Liability Company with its principal place of business in Lake Mary, FL ("CentralSquare") and the City of
Boynton Beach, FL ("Customer"), together with CentralSquare , the "Parties", and each, a "Party".
WHEREAS, CentralSquare licenses and gives access to certain software applications ("Solutions") to its
customers and also provides maintenance, support, migration, installation and other professional services; and
WHEREAS, Customer desires to license and/or gain access to certain Solutions and receive professional services
described herein, and CentralSquare desires to grant and provide Customer license and access to such offerings
as well as to support them with professional services, subject to the terms and conditions set forth in this Agreement.
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:
CentralSquare Technologies, LLC
1000 Business Center Dr.
Lake Mary, FL 32746
By V"
Print Name: Danilo C
Print Title: SVP Business Transformation & Strategy
Date Signed
July 2, 2020
City of Boynton Beath
P. O. Box 310
Boynton Beach, FL 33425
By:
Print Name: &pt.ti, 'p,
Print Title:__ AipS? 54n vv,.A j44cA„
Date Signed: 9/10/u
1. Solution: Public Administration
2. Term. _
CITY AT- TO Yr
RRN
2.1. Initial Term. The Initial Term of this Agreeme t commences April 1, 2020 and will continue in effect for
five (5) years from such date] unless terminated earlier pursuant to any of the Agreement's express
provisions (the "Initial Term").
2.2. Renewal Term. This Agreement will automatically renew for additional successive one (1) year terms
unless earlier terminated pursuant to any of the Agreement's provisions (a "Renewal Term" and,
collectively, with the Initial Term, the "Term").
2.3. Non -Renewal. Either party may elect to end renewal of the contract by issuing a notice of non -renewal,
in writing, to the other party six (6) months prior to the expiration of the current contract term.
3. Fees. In consideration of the rights and services granted by CentralSquare to Customer under this Agreement,
Customer shall make payments to CentralSquare pursuant to the amounts and payment terms outlined in
Exhibit 1 (the "Project Cost Summary").
4. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:
4.1. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of
violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil,
criminal, administrative, regulatory or other, whether at law, in equity, or otherwise.
4.2. "Affiliate" of a Person means any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such Person.
4.3. "Authorized User" means Customer's employees, consultants, contractors, and agents who are
authorized by Customer to access and use the Solutions under the rights granted to Customer pursuant
to this Agreement, and for whom access to the Solutions has been purchased.
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4.4. "Baseline" means the version of a Solution updated to the particular time in question through
CentralSquare 's warranty services and maintenance, but without any other modification whatsoever.
4.5. "Component System" means any one of the Solutions identified in Exhibit 1, including all copies of
Source Code, Object Code and all related specifications, Documentation, technical information, and all
corrections, modifications, additions, development work, improvements and enhancements to and all
Intellectual Property Rights for such Component System.
4.6. "Customer Data" means information, data, and content, in any form or medium, collected, downloaded,
or otherwise received, directly or indirectly from Customer, an Authorized User or end-users by or through
the Solutions, provided the data is not personally identifiable and not identifiable to Customer.
4.7. "Custom Modification" means a change that CentralSquare has made at Customer's request to any
Component System in accordance with a CentralSquare -generated specification, but without any other
changes whatsoever by any Person.
4.8. "Customer Systems"means the Customer's information technology infrastructure, including computers,
software, hardware, databases, electronic systems (including database management systems), and
networks, whether operated by Customer or through the use of third-party services.
4.9. "Defect" means a material deviation between the Baseline Solution and its Documentation, for which
Defect Customer has given CentralSquare enough information to enable CentralSquare to replicate the
deviation on a computer configuration that is both comparable to the Customer Systems and that is under
CentralSquare's control. Further, with regard to each Custom Modification, Defect means a material
deviation between the Custom Modification and the CentralSquare generated specification and
documentation for such Custom Modification, and for which Defect Customer has given CentralSquare
enough information to enable CentralSquare to replicate the deviation on a computer configuration that
is both comparable to the Customer Systems and that is under CentralSquare's control.
4.10. "Documentation"means any manuals, instructions, or other documents or materials that CentralSquare
provides or makes available to Customer in any form or medium and which describe the functionality,
components, features, or requirements of the Solutions, including any aspect of the installation,
configuration, integration, operation, use, support, or maintenance thereof.
4.11. "Enhancements" means general release (as opposed to custom) changes to a Baseline Component
System or Custom Modification which increase the functionality of the Baseline Component System or
Custom Modification in question.
4.12. "Harmful Code" means any software, hardware, device or other technology, including any virus, worm,
malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized
access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any(i)computer, software,
firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the
security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any
Authorized User from accessing or using the Solutions as intended by this Agreement.
4.13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied
for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade
secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights
or forms of protection, in any part of the world.
4.14. "Maintenance" means optimization, error correction, modifications, and updates to CentralSquare
Systems to correct any known Defects and improve performance. Maintenance will be provided for each
Component System, the hours and details of which are described in Exhibit 2 ("Support Standards").
4.15. "New Releases" means new editions of a Baseline Component System or Custom Modification.
4.16. "Person" means an individual, corporation, partnership,joint venture, limited liability entity, governmental
authority, unincorporated organization, trust, association, or other entity.
4.17. "Personal Information" means any information that does or can identify a specific individual or by or
from which a specific individual may be identified, contacted, or located. Personal Information includes
all "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, "protected health
information" as defined under the Health and Insurance Portability and Accountability Act of 1996,
"Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal
Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and
regulations issued under any of the foregoing.
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4.18. "Professional Services" means installation, implementation, development work, training or consulting
services including custom modification programming, support relating to custom modifications, on-site
support services, assistance with data transfers, system restarts and reinstallations provided by
CentralSquare.
4.19. "Representatives" means, with respect to a Party, that Party's employees, officers, directors, agents,
subcontractors, and legal advisors.
4.20. "CentralSquare Personnel" means all individuals involved in the performance of Support Services and
Professional Services as employees, agents, Subcontractors or independent contractors of
CentralSquare.
4.21. "Solutions"means the Component Systems, Documentation, Custom Modifications, development work,
CentralSquare Systems and any and all other information, data, documents, materials, works, and other
content, devices, methods, processes, hardware, software, technologies and inventions, including any
deliverables, technical or functional descriptions, requirements, plans, or reports, provided or used by
CentralSquare or any Subcontractor in connection with Professional Services or Support Services
rendered under this Agreement.
4.22. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of
CentralSquare to deliver Solutions, including all computers, software, hardware, databases, electronic
systems (including database management systems), and networks, whether operated directly by
CentralSquare or through the use of third-party services.
4.23. "Support Services" means Maintenance, Enhancements, implementation of New Releases, and
general support efforts to respond to incidents reported by Customer in accordance with the detailed
Support Standards outlined in Exhibit 2.
4.24. "Third-Party Materials"means materials and information, in any form or medium, including any software,
documents, data, content, specifications, products, related services, equipment, or components of or
relating to the Solutions that are not proprietary to CentralSquare.
5. License, Access & Services and Audit.
5.1. License Grant. 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.
5.2. Access 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 copies 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 time CentralSquare provides Customer with
access to download the Solutions The date of such delivery shall be referred to as the "Delivery Date."
5.3. Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-sublicenseable,
non-transferable license to use the Documentation during the Term solely for Customer's internal
business purposes in connection with its use of the Solutions.
5.4. Audit. Customer shall maintain for a reasonable period of time, but not less than three (3) years after
expiration or termination of this Agreement, the systems, books, and records necessary to accurately
reflect compliance with software licenses and the use thereof under this Agreement. Upon request,
Customer shall permit CentralSquare and its directors, officers, employees, and agents to have on-site
access at Customer's premises (or remote access as the case may be) during normal business hours to
such systems, books, and records for the purpose of verifying such licensed use the performance of such
obligations and amounts. Customer shall render reasonable cooperation to CentralSquare as requested.
If as a result of any audit or inspection CentralSquare substantiates a deficiency or non-compliance,
Customer shall promptly reimburse CentralSquare for all its costs and expenses incurred to conduct such
audit or inspection and be required to pay for any delinquencies in compliance with software licenses.
5.5. Service and System Control. Except as otherwise expressly provided in this Agreement:
5.5.1. CentralSquare has and will retain sole control over the operation, provision, maintenance, and
management of the Solutions; and
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5.5.2. Customer has and will retain sole control over the operation, maintenance, and management of,
and all access to and use of, the Customer Systems, and sole responsibility for access to and
use of the Solutions by any Person by or through the Customer Systems or other means
controlled by Customer or any Authorized User, including any reports or results obtained from
any use of the Solutions, and conclusions, decisions, or actions based on such use.
5.6. Limitations. Customer must provide CentralSquare with such facilities, equipment and support as are
reasonably necessary for CentralSquare to perform its obligations under this Agreement, including, if
required by CentralSquare , remote access to the Customer Systems. CentralSquare is not responsible
or liable for any delay or failure of performance caused in whole or in part by any Customer delay or
Customer's failure to perform any obligations under this Agreement.
5.7. Exceptions. CentralSquare has no obligation to provide Support Services relating to any Defect with the
Solutions that, in whole or in part, arise out of or result from any of the following:
5.7.1. software, or media on which provided, that is modified or damaged by Customer or third-party;
5.7.2. any operation or use of, or other activity relating to, the Solutions other than as specified in the
Documentation, including any incorporation, or combination, operation or use of the Solutions in
or with, any technology (software, hardware, firmware, system, or network) or service not
specified for Customer's use in the Documentation;
5.7.3. any negligence, abuse, misapplication, or misuse of the Solution other than by CentralSquare
personnel, including any Customer use of the Solution other than as specified in the
Documentation or expressly authorized in writing by CentralSquare ;
5.7.4. any Customer's failure to promptly install any New Releases that CentralSquare has previously
made available to Customer;
5.7.5. the operation of, or access to, Customer's or a third-party's system, materials or network;
5.7.6. any relocation of the Solution other than by CentralSquare personnel;
5.7.7. any beta software, software that CentralSquare makes available for testing or demonstration
purposes, temporary software modules, or software for which CentralSquare does not receive a
fee;
5.7.8. any breach of or noncompliance with any provision of this Agreement by Customer or any of its
Representatives or any Force Majeure Event (including abnormal physical or electrical stress).
5.8. Reservation of Rights. Except for the specified rights outlined in this Section, nothing in this Agreement
grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Support
Services, Professional Services, Solutions, or Third-Party Materials, whether expressly, by implication,
estoppel, or otherwise. All right, title, and interest in the Solutions, and the Third-Party Materials are and
will remain with CentralSquare and the respective rights holders.
5.9. Changes. CentralSquare reserves the right, in its sole discretion, to make any changes to the Support
Services and Solutions that it deems necessary or useful to: (a)maintain or enhance the quality or delivery
of CentralSquare 's services to its customers, the competitive strength of or market for CentralSquare 's
services, or the Support Services' cost efficiency or performance; or (b) to comply with applicable law.
Without limiting the foregoing, either Party may, at any time during the Term, request in writing changes
to particular Support Services, Professional Services or their product suite of Solutions. The parties shall
evaluate and, if agreed, implement all such requested changes. No requested changes will be effective
unless and until memorialized in either a CentralSquare issued Add-On Quote signed by the Customer,
or a written change order or amendment to this agreement signed by both parties.
5.10. Subcontractors. CentralSquare may from time to time in its discretion engage third parties to perform
Professional Services or Support Services (each, a "Subcontractor").
5.11. Security Measures. The Solution may contain technological measures designed to prevent unauthorized
or illegal use of the Solution. Customer acknowledges and agrees that: (a)CentralSquare may use these
and other lawful measures to verify compliance with the terms of this Agreement and enforce
CentralSquare's rights, including all Intellectual Property Rights, in and to the Solution; (b)CentralSquare
may deny any individual access to and/or use of the Solution if CentralSquare , in its reasonable
discretion, believes that person's use of the Solution would violate any provision of this Agreement,
regardless of whether Customer designated that person as an Authorized User; and (c) CentralSquare
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may collect, maintain, process, use and disclose technical, diagnostic and related non-identifiable data
gathered periodically which may lead to improvements in the performance and security of the Solutions.
6. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Solutions
except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of
the foregoing, Customer shall not, except as this Agreement expressly permits:
6.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell,
sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any Person,
including on or in connection with the internet or any time-sharing, service bureau, software as a service,
cloud, or other technology or service;
6.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access
to the source code of the Solutions, in whole or in part;
6.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other
than by an Authorized User through the use of his or her own then valid access;
6.4. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information
or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
6.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the
CentralSquare Systems, or CentralSquare 's provision of services to any third-party, in whole or in part;
6.6. remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or
disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices
from any Documentation or Solutions, including any copy thereof;
6.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise
violates any Intellectual Property Right or other right of any third-party, or that violates any applicable law;
6.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development,
provision, or use of a competing software service or product or any other purpose that is to CentralSquare
's detriment or commercial disadvantage or otherwise access or use the Solutions beyond the scope of
the authorization granted under this Section.
7. Customer Obligations.
7.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain,
and operate in good repair all Customer Systems on or through which the Solutions are accessed or
used; (b) provide CentralSquare Personnel with such access to Customer's premises and Customer
Systems as is necessary for CentralSquare to perform the Support Services in accordance with the
Support Standards and Specifications; and (c) provide all cooperation as CentralSquare may reasonably
request to enable CentralSquare to exercise its rights and perform its obligations under and in connection
with this Agreement.
7.2. Effect of Customer Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of
performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of
its obligations under this Agreement.
7.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited
by Section 6, Customer shall,and shall cause its Authorized Users to, immediately: (a)take all reasonable
and lawful measures within their respective control that are necessary to stop the activity or threatened
activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any
unauthorized access to the Solutions and permanently erasing from their systems and destroying any
data to which any of them gained unauthorized access); and (b) notify CentralSquare of any such actual
or threatened activity.
8. Professional Services.
8.1. Compliance with Customer Policies. While CentralSquare Personnel are performing services at
Customer's site, CentralSquare will ensure that such personnel comply with Customer's reasonable
security procedures and site policies that are generally applicable to Customer's other suppliers providing
similar services and that have been provided to CentralSquare in writing or in advance. Customer shall
promptly reimburse CentralSquare for any out-of-pocket costs incurred in complying with such
procedures and policies.
8.2. Contributed Material. In the process of CentralSquare 's performing Professional Services, Customer
may, from time to time, provide CentralSquare with designs, plans, or specifications, improvements,
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works or other material for inclusion in, or making modifications to, the Solutions, the Documentation or
any other deliverables ("Contributed Material"). Customer grants to CentralSquare a nonexclusive,
irrevocable, perpetual, transferable right, without the payment of any royalties or other compensation of
any kind and without the right of attribution, for CentralSquare , CentralSquare 's Affiliates and
CentralSquare 's licensees to make, use, sell and create derivative works of the Contributed Material.
9. Confidentiality. Confidential Information. Each Party possesses certain non-public proprietary information,
which has economic value and is protected with reasonable safeguards to maintain its secrecy ("Confidential
Information"). Confidential Information may include, but is not limited to any financial data, business and other
plans, specifications, equipment designs, electronic configurations, design information, product architecture
algorithms, quality assurance plans, inventions (whether or not the subject of pending patent applications),
ideas, discoveries, formulae, models, requirements, standards, trade and manufacturing secrets, drawings,
samples, devices, demonstrations, technical information, as well as any and all intellectual and industrial
property rights contained therein or in relation thereto. CentralSquare shall own the copyrights, trade secrets,
patent rights and other proprietary rights in and may use without restriction knowledge, information, ideas,
methods, know-how, and copyrightable expression learned or acquired. Confidential Information will be
disclosed either: (i) in writing and conspicuously marked with a restrictive legend identifying it as being a Party's
Confidential Information; or (ii) orally or visually and identified at the time of disclosure as Confidential
Information and subsequently confirmed in writing by the disclosing Party within fifteen (15) days after such
disclosure specifically identifying that portion of information that is Confidential Information. Customer shall not
sell, transfer, publish, disclose or otherwise make available any portion of the Software or its associated
documentation to others. Customer shall use its reasonable best efforts to cooperate with and assist
CentralSquare in identifying and preventing any unauthorized use, copying or disclosure of the Software or any
portion thereof or any of the algorithms or logic contained therein or any other deliverables.
9.1. Compelled Disclosures. If the either Party or any of its Representatives is compelled by applicable law to
disclose any Confidential Information then, to the extent permitted by law, that Party shall: (a) promptly,
and prior to such disclosure, notify the other Party in writing of such requirement so that they can seek a
protective order or other remedy or waive its rights under Section .3; and (b) provide reasonable
assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other
limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and
assistance required under this Section, the Receiving Party remains required by law to disclose any
Confidential Information, the Receiving Party shall disclose only that portion of the Confidential
Information that the Receiving Party is legally required to disclose.
9.2. Upon expiration or termination of this Agreement, or upon demand by CentralSquare, Customer shall (i)
return to CentralSquare all copies of CentralSquare's Confidential Information in Customer's possession
or under CentralSquare's control, or(ii) destroy all copies of CentralSquare's Confidential Information in
Customer's possession and so certify such destruction to CentralSquare in writing. Notwithstanding the
foregoing, Customer may retain data or records in electronic form containing Confidential Information for
the purposes of backup, recovery, contingency planning, or business continuity planning, so long as such
data or records, to the extent not permanently deleted or overwritten in the ordinary course of business,
are not accessible in the ordinary course of business and are not accessed except as required by
Customer only for backup, recovery, contingency planning, or business continuity purposes.
10. Security.
10.1. CentralSquare will implement commercially reasonable administrative, technical and physical
safeguards designed to ensure the security and confidentiality of Customer Data, protect against any
anticipated threats or hazards to the security or integrity of Customer Data, and protect against
unauthorized access or use of Customer Data. CentralSquare will review and test such safeguards on
no less than an annual basis.
10.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical and
procedural access controls and system security requirements and devices, necessary for data privacy,
confidentiality, integrity, authorization, authentication and non-repudiation and virus detection and
eradication.
10.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall
maintain agreements with such Authorized Users that adequately protect the confidentiality and
Intellectual Property Rights of CentralSquare in the Solutions and Documentation, and disclaim any
liability or responsibility of CentralSquare with respect to such Authorized Users.
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11. Personal Data. If CentralSquare processes or otherwise has access to any personal data or personal
information on Customer's behalf when performing CentralSquare 's obligations under this Agreement, then:
11.1. Customer shall be the data controller(where"data controller" means an entity which alone or jointly with
others determines purposes for which and the manner in which any personal data are, or are to be,
processed) and CentralSquare shall be a data processor (where "data processor" means an entity
which processes the data only on behalf of the data controller and not for any purposes of its own);
11.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant
personal data or personal information to CentralSquare so that CentralSquare may lawfully use, process
and transfer the personal data and personal information in accordance with this Agreement on
Customer's behalf, which may include CentralSquare processing and transferring the relevant personal
data or personal information outside the country where Customer and the Authorized Users are located
in order for CentralSquare to provide the Solutions and perform its other obligations under this
Agreement; and
11.3. CentralSquare shall process personal data and information only in accordance with lawful and
reasonable instructions given by Customer and as set out in and in accordance with the terms of this
Agreement; and
11.4. each Party shall take appropriate technical and organizational measures against unauthorized or unlawful
processing of the personal data and personal information or its accidental loss, destruction or damage so
that, having regard to the state of technological development and the cost of implementing any measures,
the measures taken ensure a level of security appropriate to the harm that might result from such
unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal
data and personal information and the nature of the personal data and personal information being
protected. If necessary, the parties will cooperate to document these measures taken.
12. Representations and Warranties.
12.1. LIMITED WARRANTY. CentralSquare warrants that it owns or otherwise has the rights in the Software
and has the right to license the Software as described in this Agreement. CentralSquare further warrants
and represents that the CentralSquare Software does not contain any"back door", "time bomb", "Trojan
horse", "worm", "drop dead device" or other program routine or hardware device inserted and intended
by CentralSquare to provide a means of unauthorized access to, or a means of disabling or erasing any
computer program or data, or otherwise disabling the CentralSquare Software. Nothing herein shall be
deemed to constitute a warranty against viruses. The provisions of section and its subsections below,
shall constitute the agreement of the Parties with respect to viruses. Customer's sole remedy with respect
to the foregoing warranty shall be to receive an Update to the CentralSquare Software that does not
contain any of the above-described routines or devices.
12.2. DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH
ABOVE, CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR
IMPLIED, WITH REGARD TO THE SOLUTIONS, PROFESSIONAL SERVICES, SUPPORT
SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT
CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY,OR OTHER, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING,
USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-
INFRINGEMENT. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT THAT A
SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY
CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE
OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL OPERATE
WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE TO
THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD-PARTY
MATERIALS ARE PROVIDED "AS-IS" AND ANY REPRESENTATION OR WARANTY OF OR
CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY
OWNER. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE'S WARRANTY
UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF.
13. Notices. All notices and other communications required or permitted under this Agreement must be in writing
and will be deemed given when delivered personally, sent by United States registered or certified mail, return
DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1E
receipt requested; transmitted by facsimile or email confirmed by United States first class mail, or sent by
overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the
Party may subsequently designate for its receipt of notices in writing by the other Party.
If to CentralSquare
CentralSquare : 1000 Business Center Dr.
Lake Mary, FL 32746
Phone: 407-304-3235 email: infoCentralSquare .com
Attention: Senior Counsel/Contracts Department
If to Customer: City of Boynton Beach
P. O Box 310
Boynton Beach, FL 33425
Phone: * email: *
Attention: *
14. Force Majeure. Neither Party shall be responsible for failure to fulfill its obligations hereunder or liable for
damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster,
delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of
Equipment, software, or services from suppliers, default of a subcontractor or vendor to the Party if such default
arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of
the other Party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other
occurrences beyond the 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.
15. Indemnification.
15.1. CentralSquare Indemnification. CentralSquare shall indemnify, defend, and hold harmless Customer
from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of,
in connection with, or incident to any loss, damage or injury to persons or property or arising solely from
a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or
any subcontractor as a result of CentralSquare's or any subcontractor's performance pursuant to this
Agreement; however, CentralSquare shall not be required to indemnify Customer for any claims or
actions caused to the extent of the negligence or wrongful act of Customer, 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 Customer, or its employees, agents or contractors,
CentralSquare's obligations under this provision shall be reduced to the extent of such actions or
omissions based upon the principle of comparative fault.
15.2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Centralsquare from
any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in
connection with, or incident to any loss, damage or injury to persons or property or arising solely from a
wrongful or negligent act, error or omission of Customer, its employees, agents, contractors, or any
subcontractor as a result of Customer's or any subcontractor's performance pursuant to this Agreement;
however, Customer shall not be required to indemnify CentralSquare for any claims or actions caused to
the extent of the negligence or wrongful act of CentralSquare, its employees, agents, or contractors.
Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is
contributed to by the actions or omissions of CentralSquare, or its employees, agents or contractors,
Customer's obligations under this provision shall be reduced to the extent of such actions or omissions
based upon the principle of comparative fault.
15.3. Sole Remedy. THIS SECTION SETS FORTH CUSTOMER'S SOLE REMEDIES AND
CENTRALSQUARE 'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR
ALLEGED CLAIMS THAT THE SERVICES AND SOLUTIONS OR ANY SUBJECT MATTER OF THIS
AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL
PROPERTY RIGHTS OF ANY THIRD-PARTY.
16. Termination. This Agreement may be terminated:
16.1. For cause by either Party, effective on written notice to the other Party, if the other Party materially
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breaches this Agreement and: (i) is incapable of cure; or(ii) being capable of cure, remains uncured thirty
(30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
16.2. For lack of payment by written notice to Customer, if Customer's failure to pay amounts due under this
Agreement has continued more than ninety (90) days after delivery of written notice of non-payment.
17. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:
17.1. Upon the expiration or earlier termination of this Agreement, each Party shall continue to hold such
Confidential Information in confidence pursuant to Section 9; and
17.2. Upon the expiration of this Agreement, each Party shall pay to the other all amounts accrued prior to and
through the date of termination of this Agreement.
18. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise
transferred by either Party without the prior written consent of the other Party, which consent will not be
unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all
of CentralSquare's assets, CentralSquare may assign this Agreement to an entity ready, willing and able to
perform CentralSquare's executory obligations hereunder, as evidenced by an express written assumption of
the obligations hereunder by the assignee.
19. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, including
the breach, termination, or validity thereof, shall be resolved by final and binding arbitration.
19.1. Exclusive Dispute Resolution Mechanism.The Parties agree to resolve any dispute, controversy,or claim
arising out of or relating to this Agreement (each, a "Dispute"), exclusively under the provisions of this
Section. Either Party may seek interim or provisional relief in any court of competent jurisdiction if
necessary, to protect the rights or property of that Party pending the appointment of the arbitrator or
pending the arbitrator's determination of the merits of the dispute.
19.2. Good Faith Negotiations. The Parties agree to send written notice to the other Party of any Dispute
("Dispute Notice"). After the other Party receives the Dispute Notice, the parties agree to undertake good
faith negotiation between themselves to resolve the Dispute.. Each Party shall be responsible for its
associated travel costs. The parties agree to attend no fewer than three negotiation sessions attended
Vice Presidents of each Party (or employees of equivalent or superior position).
19.3. Escalation to Mediation. If the Parties cannot resolve any Dispute during the good faith negotiations
either Party may initiate mediation under Section 19.4.
19.4. Mediation. Subject to Sections 19.2 and 19.3, the Parties may escalate a Dispute to a mutually agreed
to mediator. Parties agree to act in good faith in selecting a neutral mediator and in scheduling the
mediation proceedings. The parties agree to use commercially reasonable efforts in participating in the
mediation. The parties agree the mediator's fees and expenses, and the mediator's costs incidental to
the mediation will be shared equally between the parties. The parties shall bear their own fees,expenses,
and costs.
19.5. Confidential Mediation. The Parties further agree all written or oral offers, promises, conduct, and
statements made in the course of the mediation are confidential, privileged, and inadmissible for any
purpose in any litigation, arbitration or other proceeding involving the Parties. However, evidence that is
otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result
of its use in the mediation.
19.6. Litigation or Arbitration as a Final Resort. If the Parties cannot resolve a Dispute through mediation, then
once an impasse is issued by the mediator either Party may commence binding arbitration in accordance
with the provisions of regarding choice of law and arbitration.
19.7. Arbitration. The Parties agree that any dispute, controversy, or claim arising out of or related to the
Employee's employment with the Company or termination of employment,this Agreement, or any alleged
breach of this Agreement shall be governed by the Federal Arbitration Act (FAA) and submitted to and
decided by binding arbitration to be held in Florida. Parties agree to hold the deliberations in such
arbitration confidential.
19.8. Arbitration Procedure. The Parties agree arbitration must be commenced by delivering a notice of
arbitration to the other Party. The Notice must set out the nature of the claim(s), and the relief requested.
Within thirty (30) days of the receipt of the notice, the receiving Party shall deliver an answer, any
counterclaim(s), and relief requested. Arbitration shall be heard by a single arbitrator. Each Party shall
pay its own costs of arbitration. The Parties shall confer in good faith to attempt to agree upon a suitable
arbitrator, and if unable to do so, they will select an arbitrator from the American Arbitration Association's
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employment arbitration panel for the area. The arbitrator shall decide the procedures in the arbitration
after consultation with the Parties. The arbitrator will have the power to grant any provisional or final
remedy or relief it deems appropriate, including conservatory measures and an award of attorneys' fees.
The decision of the arbitrator shall be final and binding upon the Parties hereto. The Parties agree that
judgment may be entered upon the award by any court having jurisdiction.
20. Waiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to
be a waiver of the right of such Party thereafter to enforce such provisions. If any provision of this Agreement
is found to be unenforceable, that provision will be enforced to the maximum extent possible, and the validity,
legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
21. LIABILITY. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY,AND
REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT,
NEGLIGENCE, OR OTHERWISE:
21.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY
KIND, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSSES OF PROFIT,
REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, REPUTATION, AND MORE
GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF
WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND
NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF
WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND
21.2. CENTRALSQUARE'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT SHALL NOT EXCEED THE AMOUNT(S) ACTUALLY PAID BY CUSTOMER TO
CENTRALSQUARE HEREUNDER FOR THE LAST TWELVE MONTHS.
22. Third-Party Materials. CentralSquare may from time to time, in its discretion engage third parties to perform
services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides
front-line support services for third parties, but these third parties assume all responsibility and liability in
connection with the third-party software, equipment, or related services. CentralSquare is not authorized to
make any representations or warranties that are binding upon the third-party or to engage in any other acts that
are binding upon the third-party, excepting specifically that CentralSquare is authorized to represent third-party
fees in the Agreement and to accept payment of such amounts from Customer on behalf of the third-party for
as long as such third-party authorizes CentralSquare to do so. As a condition precedent to installing or
accessing any third-party Materials, Customer may be required to execute a click-through, shrink-wrap End
User License Agreement(EULA) or similar agreement provided by the Third-Party Materials provider. All third-
party materials are provided "as-is" and any representation or warranty concerning them is strictly between
Customer and the third-party.
23. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference,
constitutes the entire agreement between the Parties with respect to the subject matter. These documents
supersede and merge all previous and contemporaneous proposals of sale, communications, representations,
understandings and agreements,whether oral or written, between the Parties with respect to the subject hereof.
This Agreement may not be modified except by a writing subscribed to by authorized representatives of both
Parties.
24. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective
successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any
other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.
25. Counterparts. This Agreement may be executed in several counterparts, each of which when so executed
shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. This
Amendment shall be considered properly executed by a Party if executed by that Party and transmitted by
facsimile or other electronic means including, without limitation, Docusign, Tagged Image Format Files (TIFF),
or Portable Document Format(PDF).
26. Material Adverse Change. If any Law, Regulatory Approval, applicable standard, process, OEM requirement
is changed or comes into force after the Effective Date, including but not limited to 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.
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27. Cooperative Purchases. This Contract may be used by other government agencies. CentralSquare has
agreed to offer similar services to other agencies under the same terms and conditions as stated herein except
that the compensation may be negotiated between CentralSquare and other agencies based on the specific
revenue expectations, agency reimbursed costs, and other agency requirements. The Customer will in no way
whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases
by such agencies.
28. Chapter 119, Florida Statutes. The City is public agency subject to Chapter 119, Florida
Statutes. CentralSquare shall comply with Florida's Public Records Law. Specifically,CentralSquare shall:
A. Keep and maintain public records required by the CITY to perform the service;
B. Upon request from the CITY's custodian of public records, provide the CITY with a copy of the
requested records or allow the records to be inspected or copied within a reasonable time at a cost
that does not exceed the cost provided in chapter 119, Fla. Stat. or as otherwise provided by law;
C. Ensure that public records that are exempt or that are confidential and exempt from public record
disclosure requirements are not disclosed except as authorized by law for the duration of the
contract term and, following completion of the contract, CentralSquare shall destroy all copies of
such confidential and exempt records remaining in its possession once CentralSquare transfers
the records in its possession to the CITY; and
D. Upon completion of the contract, CentralSquare shall transfer to the CITY, at no cost to the CITY,
all public records in CentralSquare's possession All records stored electronically by
CentralSquare must be provided to the CITY, upon request from the CITY's custodian of public
records, in a format that is compatible with the information technology systems of the CITY.
E. IF CENTRALSQUARE HAS QUESTIONS REGARDING THE APPLICATION OF
CHAPTER 119, FLORIDA STATUES, TO CENTRALSQUARE'S DUTY TO PROVIDE
PUBLIC RECORDS RELATING TO THIS CONTRACT, CONTACT THE CUSTODIAN OF
PUBLIC RECORDS:
(CITY CLERK) P. O. Box 310
BOYNTON BEACH, FLORIDA, 33425.
561-742-6061.
CITYCLERK@BBFL.US
29. Scrutinized Companies. By execution of this Agreement, in accordance with the
requirements of F.S. 287-135 and F.S. 215.473, CentralSquare certifies that CentralSquare is
not participating in a boycott of Israel. CentralSquare further certifies that CentralSquare is
not on the Scrutinized Companies that Boycott Israel list, not on the Scrutinized Companies
with Activities in Sudan List,and not on the Scrutinized Companies with Activities in the Iran
Petroleum Energy Sector List, or has CentralSquare been engaged in business operations in
Syria. Subject to limited exceptions provided in state law, the City will not contract for the
provision of goods or services with any scrutinized company referred to above. Submitting a
false certification shall be deemed a material breach of contract. The City shall provide notice,
in writing, to CentralSquare of the City's determination concerning the false certification.
CentralSquare shall have five (5) days from receipt of notice to refute the false certification
allegation. If such false certification is discovered during the active contract term,
CentralSquare shall have ninety(90)days following receipt of the notice to respond in writing
and demonstrate that the determination of false certification was made in error. If
CentralSquare does not demonstrate that the City's determination of false certification was
made in error then the City shall have the right to terminate the contract and seek civil remedies
pursuant to Section 287.135, Florida Statutes, as amended from time to time.
DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1E
30. Order of Precedence.
30.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order,
then the following priority shall prevail:
30.1.1. The main body of this Agreement and any associated amendments or change orders.
30.1.2. The attached Exhibits to this Agreement.
30.1.3. Purchase Orders placed with CentralSquare in accordance with this Agreement.
Customer's purchase terms and conditions or CentralSquare's sales terms and conditions are not applicable
and shall have no force and effect, whether referenced or not in any document in relation to this Agreement.
30.2. Incorporated Exhibits to this Agreement:
Exhibit 1 — Project Cost Summary
Exhibit 2 - Maintenance & Support Standards
Exhibit 3—Travel Expense Guidelines
DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E
wl,F1A( SUPERION
EXHIBIT 1
Project Cost Summary
Monthly
Term Access Fees
Months 1 - 12 $ 18,502.49
Months 13 -24 $ 18,872.54
Months 25 -36 $ 19,438.72
Months 37-48 $ 20,021.88
Months 49-60 $ 20,622.54
Applications and/or Services Annual Access Monthly Access
Fee Fee
Renewal Services $ 222,029.89 $18,502.49
Existing Products BPNoice Response Interface(Teleworks),Cash Receipts Lockbox,Click2Gov3 Included in Included in
(Currently Licensed) -Business Licenses,Human Resources,Accounts Receivable,Cash Receipts, Annual Access Monthly Access
Customer Information System,Fleet Management,GMBA,Occupational Fee Fee
Licenses,Purchasing/Inventory,Work Orders/Faciltiy Management,Asset
Management,Building Permits,Code Enforcement,DMS,DMS-Additional Units,
Land Management,One Point C2G Credit Card Payment Activation,
Procurement Card Tracking,Rec Trac I/F to GMBA,Additional Production PR
Library,Credit Card Interface,Delinquency Callout Listing Interface,RecTrac for
Cash Receipts,Retrofit Modification,Payroll/Personnel,Planning/Engineering,
NaviLine User Interface, Click2Gov3 Building Permits,Click2Gov3 Accounts
Receivable&Loans,Cash Receipts Lock Box Interface,Fusion API's,Fusion
Open Market,Fusion Proprietary
Terminating Products Click2Gov3 Customer Information Systems,CISNoice Response Interface N/A N/A
(Currently Licensed)
Terminating Product Transaction Manager N/A N/A
Effective 12/30/20
Horizon Cloud Services Hardware and software will be hosted and managed by Superion. Site to Site Included in Included in
VPN,Setup,Implementation, Annual Access Monthly Access
Disaster Recovery Plan for Superion applications Fee Fee
NaviLine Test Environment 2 refreshes per year;$600 per additional refresh. Included in Included in
Annual Access Monthly Access
Fee Fee
Total Proposed System: $222,029.89 $18,502.49
PAYMENT TERMS:
RECURRING FEES
a. The Annual Access Fee is due the April 1, 2020 and monthly thereafter through the term of this Agreement.
ANCILLARY FEES
b. Reimbursement of travel and living expenses will be governed by Exhibit 3 ("Travel Expense Guidelines")
attached hereto and will be invoiced monthly in arrears and due within thirty(30) days from date of invoice.
c. Customer is responsible for paying all taxes relating to this Agreement. Applicable tax amounts (if any) are
not included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such
taxes, Customer must provide CentralSquare valid proof of exemption; otherwise, CentralSquare will invoice
Customer and Customer will pay to CentralSquare all such tax amounts.
d. 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.
Note: Pricing for Professional Services is a good faith estimate based on the information available to CentralSquare at the time of execution of this
Agreement.The total amount that Customer may pay for these services can vary based on the actual number of hours required to complete the services.
If required,additional services will be provided on a time and materials basis at hourly rates equal to CentralSquare's then-current list price rates for the
services at issue.
DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E
�
�0,1''' SUPERION IIIIIIIIIIIIIIIIIIIIIIIIIIt
EXHIBIT 2
Support Standards (CLOUD/ASP)
1. CentralSquare Cloud Security Program
1.1. Access & Continuity. Logical access restrictions .; , ,-
. . ----.� 1
include VLAN data segregation, extensive deny-by- '�•' • i•..` g;`
default access control lists, and Multi Factor ..itu\ .4 1 /
authentication required for System Administration.
Business continuity is prioritized via daily encrypted °� j
backup stored offsite, virtual tape backup .. .-/
technology to counter loss of physical media, and �-'-
full replication to disaster recovery site, with7
redundancy an availability through multiple carriers.
'---- - '- .4 '''' °-)-------..-'/--.----------'-----7-7-7 .• ' k 7• '
1.2. Security & 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, 06,RI,a:1,i it' 6r,
and backed by 24-7 x 365 monitoring by a staffed
operations facility for: Intrusion detection & 2.,
prevention, DDOS mitigation, and automated
network incident creation and escalation. _ ►6•
1.3. Testing, Audits & Compliance. third-party internal, _ °.
external, perimeter vulnerability and penetration
r.
testing. Centrally managed patching, OS hardening ,..
program, and endpoint protection on all servers.
Industry standard compliance includes annual
completion of: SSAE18/ISAE Data Center Audit,
,011
SSAE18 Operations Audit, PCI-DSS Compliance
Audit, Vulnerability Testing & CVSS Audit, and
Control Self-Assessment Audit. 40d�r a comp'`
�- CARO, 1NF0 �jyT OF%!� o,oa„�,xronc,no-
�� G0 �;•�� - �'�� SSAE 18 � �� y`
,,oss . y�1 ` AICPA 4
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.z COMPLIANT r1
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2. Service Level Commitments
2.1. Target. In each Service Period, the target for availability of the Solutions is 99.9% ("Availability 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 experience 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.
2.2. 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.
DocuSign Envelope ID:33DB9175-1174-473A-BBF7-4AED9D86DE1 E
2.3. Measurement. Service availability is measured as the total time that the Solutions are available during each
Service Period for access by Customer ("Service Availability"). Service Availability measurement shall be
applied to the production environment, and the points of measurement for all monitoring shall be the servers
and the Internet connections at CentralSquare 's hosted environment. CentralSquare has technology
monitoring, measuring, and recording Service Availability. 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:
2.3.1.1. mutually agreed upon by CentralSquare and the Customer.
2.3.1.2. paid, installed and maintained by the Customer.
2.3.1.3. non-invasive and may not reside on CentralSquare 's systems.
2.4. Calculation. Service Availability for a given month shall be calculated using the following calculation:
2.4.1.The total number of minutes which the service was NOT available in a given month shall be subtracted
from the total number of minutes available in the given month. The resulting figure is divided by the
total number of minutes available in the given month.
2.4.2. Service Availability Targets are subject to change due to the variance of the number of days in a month.
2.4.3.The total number of minutes which the service was NOT available in a given month shall exclude
minutes associated with scheduled or emergency maintenance.
2.5. 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 Percentage Reduction in Monthly Fee fort
Service Period 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%
2.6.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.
3. Server Performance &Capacity.
3.1.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.
3.2."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.
4. System Maintenance.
4.1.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.
4.2.Hardware 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 to the upgrade.
4.3.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.
��SUPERION ,
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5. 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 Customer. CentralSquare will make commercially reasonable efforts to
respond to Solutions incidents for live production systems using the following guidelines:
Priority Impact Description Performance Target Minimum
Level
Performance
Goal%
1 Urgent An Incident that results in loss of Customer CentralSquare will 95%
connectivity to all of the Solutions or results respond within 1 hour
in loss, corruption or damage to of the issue being
Customer's Data. reported.
2 Critical An Incident that has an adverse material CentralSquare will 95%
impact on the performance of the Solutions respond within 2 hours
or materially restricts Customer's day-to- of the issue being
day operations. reported.
3 Non-Critical An Incident that does not result in a failure CentralSquare will 95%
of the Solutions but a fault exists that respond within 4 hours
restricts the Customer's use of the of the issue being
Solutions. reported.
4 Minor An Incident that does not affect or which CentralSquare will 95%
has minimal adverse impact on the use of respond within 24
the Solutions. hours of the issue
being reported.
5.1.Measurement. CentralSquare shall track and report on response and resolution time for application and hosting
support issues identified by the Customer.
6. 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 functionality may be diminished due to lack of
access to hardware and/or software located in the Customer's facilities.
7. Exceptions. CentralSquare shall not be responsible for failure to carry out its service and maintenance obligations
under this Agreement if the failure is caused by adverse impact due to:
7.1.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.
7.2.denial of reasonable access to Customer's system or premises preventing CentralSquare from addressing the
issue.
7.3.material changes made to the usage of the 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.
7.4.a force majeure event, 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.
9. 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.
10. Non-Production Environments. CentralSquare 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.
10.1.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.
10.2.Incidents and service requests. Non-production environment incidents are considered priority 3 or 4, dictated
by circumstances and will be prioritized and scheduled similar to production service requests.
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11. Responsibility Summary Matrix.
Responsibility Summary Matrix
Description CentralSquare Customer
Responsibility Responsibility
ASP Server Hardware management X
ASP Server File system management X
ASP Server OS upgrades and maintenance X
ASP Database product upgrades and maintenance X
ASP third-party product upgrades and maintenance X
Application Update Installation
Request to install application updates X
Installation of application updates X
ASP Backup Management X
Data and or File restoration
Request to restore data and or files X
Restoration of data and or files X
Network
ASP Network up to and including the router at CentralSquare 's X
location
ASP Router at Customer's location X
Customer's network up to the router at Customer's location X
Customer Workstations X
System Performance X X
Add/Change users
User add/change requests X
User add/change implementation for System Access X
User add/change implementation for Solutions X
Add/Change Printers
Printer add/change requests X
Printer add/change implementation on ASP network X
Printer add/change implementation for Solutions X
Disaster Recovery X
Password Management X X
Application Management
Application Configuration X
Application Security Management X
Accuracy and Control of Data X
Security
Intrusion and Penetration Testing X
12. Virtual Private Network (VPN) Concentrator. If Customer's desired system configuration requires the use of a
VPN concentrator, including router, this will be provided by CentralSquare . It will reside at Customer's location but
is, and shall remain the property of CentralSquare .
13. Customer Cooperation. Customer may be asked to perform problem determination activities as suggested by
CentralSquare . 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 to cooperate with such requests, if reasonable.
14. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and
organization of its staff in the operation of the Solutions.
15. 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.
CentralSquare retains all Intellectual Property Rights in development work performed and Customer may request
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consulting and development work from CentralSquare as a separate billable service.
16. Telephone Support& Support Portal
16.1.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, in fact, exist or was not 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
16.2.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.
16.3.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) when CentralSquare 's support
representative assigns a case number and conveys that case number to the Customer.
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EXHIBIT 3
Travel Expense Guidelines
CentralSquare will adhere to the following guidelines when incurring travel expenses:
All arrangements for travel are to be made through the CentralSquare Corporate Travel Agent unless
other arrangements have been made with the Customer and are documented in writing.
AIR TRAVEL — CentralSquare will use the least expensive class of service available with a minimum of seven
(7) day, maximum of thirty (30) day, advance purchase. Upon request, CentralSquare shall provide the travel
itinerary as the receipt for reimbursement of the airfare and any fees. Fees not listed on the itinerary will require
a receipt for reimbursement.
Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by the
Customer, Customer will reimburse the current IRS approved mileage rate for all local trips.
LODGING —CentralSquare will use the most reasonable accommodations possible, dependent on the city. All
movies, and phone/internet charges are not reimbursable.
RENTAL CAR — Compact or Intermediate cars will be required unless there are three or more CentralSquare
employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable however,
pre-paid gas purchases will not be authorized and all rental cars are to be returned with a full tank of gas. Upon
request, receipts for car rental and gas purchases will be submitted to Customer. CentralSquare shall decline all
rental car insurance offered by the car rental agency as staff members will be covered under the CentralSquare
auto insurance policy. Fines for traffic violations are not reimbursable expenses.
OTHER TRANSPORTATION —CentralSquare staff members are expected to use the most economical means
for traveling to and from the airport (Airport bus, hotel shuttle service). Airport taxi or mileage for the employee's
personal vehicle(per IRS mileage guidelines) are reimbursable if necessary. Upon request, receipt(s)for the taxi
will be submitted to Customer. Proof of mileage may be required and may be documented by a readily available
electronic mapping service.The mileage rate will be the then-current IRS mileage guideline rate(subject to change
with any change in IRS guidelines).
OTHER BUSINESS EXPENSES —Parking at the airport is reimbursable. Tolls to and from the airport and while
traveling at the Customer site are reimbursable. Tipping on cab fare exceeding 15% is not reimbursable. Porter
tips are reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable when travel includes a weekend day
or Company Holiday and the hotel stay is four nights or more. Laundry charges must be incurred during the trip
and the limit is one shirt and one pair of pants/skirt per day. With the exception of tips, receipts shall be provided
to Customer upon request for all of the aforementioned items.
MEALS—Standard per Diem. Subject to change due to cost of living.
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