HomeMy WebLinkAbout212-24 RESOLUTIONFile Number: 2024-411
113 West Mountain Street
Fayetteville, AR 72701
(479) 575-8323
Resolution: 212-24
CENTRALSQUARE TECHNOLOGIES, LLC. (SOFTWARE AGREEMENT):
A RESOLUTION TO AUTHORIZE A ONE YEAR SOLUTIONS AND SUPPORT AGREEMENT WITH
CENTRALSQUARE TECHNOLOGIES , LLC. IN THE AMOUNT OF $27 ,595.33 TO PROVIDE SOFTWARE
MAINTENANCE AND SUPPORT FOR THE CITY 'S WORK ORDER AND ASSET MANAGEMENT
SOFTWARE WITH AUTOMATIC RENEWALS SUBJECT TO A 5% PRICE INCREASE EACH YEAR
WHEREAS, software maintenance is exempt from competitive bidding pursuant to A .C.A . § 19-11-203 (I 4)(AA).
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF FAYETTEVILLE,
ARKANSAS:
Section I : That the City Council of the City of Fayetteville, Arkansas authorizes Mayor Jordan to sign a one year
solutions and support agreement with CentralSquare Technologies, LLC in the amount of $27 ,595 .33 to provide
software maintenance and support for the City 's work order and asset management software, with automatic renewals
subject to a 5% price increase each year.
PASSED and APPROVED on August 20 , 2024
Page 1
.....a CITY OF
~~ FAYETTEVILLE
..,,., ARKANSAS
MEETING OF AUGUST 20, 2024
TO:
THRU:
FROM:
Mayor Jordan and City Council
Susan Norton , Chief of Staff
Keith Macedo , IT Director
CITY COUNCIL MEMO
2024-411
SUBJECT: Approve a bid waiver and an agreement with CentralSquare Technologies, LLC to
provide software maintenance and support for the City's work order and asset
management software.
RECOMMENDATION:
Staff recommends approving a bid waiver and an agreement with CentralSquare Technologies , LLC to provide
software maintenance and support for the City 's work order and asset management software .
BACKGROUND:
City Council approved a resolution on June 18 , 2019 , to purchase Lucity 's asset management and work order
software for Parks Operations , Water and Sewer, RTC , Airport , Facilities Management , and Transportation .
CentralSquare is the parent company of Lucity , which they acquired in January of 2019 , prior to Council
approval. CentralSquare renamed Lucity to Enterprise Asset Mgmt as part of their acquisition of Lucity. As of
June 7 , 2021 all of the departments listed above are utilizing Enterprise Asset Mgmt to assist with the tracking
and management of operations .
DISCUSSION:
This is a renewal for software maintenance and per state law is exempt from Arkansas procurement policy per
A .CA § 19-11-203 . Due to this staff is requesting a bid waiver to approve the attached agreement for
Enterprise Asset Mgmt software to support Parks Operations , Water and Sewer , RTC , Airport , Facilities
Management , and Transportation .
BUDGET/STAFF IMPACT:
Funds are available within the Information Technology general fund operating budget software maintenance
account. The agreement is subject to a 5 % annual increase .
ATTACHMENTS: SRF (#3), CentralSquare Solutions and Support Agreement -Signed (#4)
Mailing address :
113 W. Mountain Street
Fayetteville, AR 72701
www . fayettevi I le -a r .gov
ity f y tt1vill , Ark n
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City of Fayetteville Staff Review Form
2024-411
Item ID
8/20/2024
City Council Meeting Date -Agenda Item Only
N/ A for Non-Agenda Item
Keith Macedo 7/31/2024 INFORMATION TECHNOLOGY (170)
Submitted By Submitted Date Division/ Department
Action Recommendation:
Approve a bid waiver and an agreement with CentralSquare Technologies, LLC to provide software maintenance
and support for the City's work order and asset management software.
1010 .l 70.1710-5416 .00
Account Numbe r
Project Number
Budgeted Item? Yes
Does item have a direct cost? Yes
Is a Budget Adjustment attached? No
Purchase Order Number:
Change Order Number:
Original Contract Number:
Comments:
Budget Impact:
Total Amended Budget
Expenses (Actual+Encum)
Available Budget
Item Cost
Budget Adjustment
Remaining Budget
General Fund
Fund
Project Title
$
$
$
$
$
$
492 ,900.00
324,475 .68
168,424.32 1
27 ,595 .33
140,s2s.99 1
V20221130
Previous Ordinance or Resolution# 143-19
Approval Date :
Docusign Envelope ID : 2D0BD92D-F8F5-4D30-B9C6-1C2C692D9619
CentralSguare Solutions and Support Agreement
This CentralSquare Solutions and Support 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 with its principal
place of business in Lake Mary , FL ("CentralSquare") and City of Fayetteville, AR ("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 , This Agreement and its Addenda or Amendment(s) represent the entire agreement between the Parties hereto and
a final expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written
agreements , oral agreements , representations , understandings or negotiations with respect to the matters covered by this
Agreement ; and
WHEREAS , Customer desires to license and/or gain access to certain Solutions and receive professional services described
herein , and CentralSquare desires to grant and provide Customer license and access to such offerings as well as to provide
support and maintenance , subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE , in 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:
By:
Print Name :
1000 Business Center Drive
Lake Mary , FL 32746
Doc11Sig._it,y:
00E.C.SFA2938MEB
Ron A. Anderson
Pri~Trt~: chief sales officer
Date Signed : 7/31/2024
Solution: Enterprise Asset Mgmt
Term.
Initial Term . The Initial Term of this Agreement commences as of the Effective Date and will continue in effect for one (1)
year(s) from such date unless terminated earlier pursuant to any of the Agreement 's express provisions (the "Initial Term ").
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 ").
Non-Renewal. Either Party may elect to end renewal of the Agreement by issuing a notice of non-renewal , in writing , to the
other Party three (3) months prior to the expiration of the Agreement term .
Fees .
In cons ideration 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 Solution(s) Support
and Maintenance Fees).
All invoices shall be billed and paid in U.S. dollars (USO ) and in accordance with the terms set forth in Exhibit 1. If Customer
delays an invoice payment for any reason , Customer shall promptly notify CentralSquare in writing the reasons for such
delay. Unless otherwise agreed by both Parties , CentralSquare may apply any payment received to any delinquent amount
outstanding .
CST-2024 -101876
Do cusign Enve lope ID: 2D0BD92D-F8 F5-4D 30-B9C 6-1 C2C 692D96 19
Standard Terms and Conditions
1. Definitions . Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:
1.1. "Affiliate " means any other Entity that directly or indirectly , through one or more intermediaries , controls , is
controlled by , or is under common control with , such Entity .
1.2 . "Authorized User'' means Customer's employees , consultants , contractors , and agents who are authorized by
Customer to access and use the Solutions pursuant to this Agreement , and for whom access to the Solutions
has been purchased .
1.3 . "Baseline Solution " means the version of a Solution updated from time to time pursuant to CentralSquare 's
warranty serv ices and maintenance , but without any other modification .
1.4 . "CentralSquare Systems " means the information technology infrastructure used by or on behalf of
CentralSquare to del iver the Solutions , including all computers , software , hardware , databases , electronic
systems (including database management systems }, and networks , whether operated directly by CentralSquare
or through the use of third-party services .
1.5 . "Customer Data" means information , data , and content , in any form or medium , collected , downloaded , or
otherwise received , directly or indirectly from Customer , an Authorized User or end-users by or through the
Solutions , provided the data is not personally identifiable and not identifiable to Customer .
1.6 . "Customer Systems " means the Customer's information technology infrastructure , including computers ,
software , hardware , databases , electronic sys tems (including database management systems }, and networks ,
whether operated by Customer or through the third-party services .
1.7 . "Defect" means a material deviation between the Baseline Solution and its Documentation , for which Customer
has given Centra lSquare sufficient information to enable CentralSquare to replicate the deviation on a computer
configuration that is both comparable to the Customer Systems and that is under CentralSquare 's control.
Further , with regard to any custom modification , Defect means a material deviation between the custom
modification and the CentralSquare generated specification and Documentation for such custom modification ,
and for which Defect Custome r has given CentralSquare sufficient information to enable CentralSquare to
replicate the deviation on a computer configu ration that is both comparable to the Customer Systems and that
is under CentralSquare 's control.
1.8 . "Delivery" means :
1.8 .1. For on-premise Solutions , Delivery shall be when CentralSquare delivers to Customer the initial copies
of the Solutions outlined in Exhibit 1 by whichever the following applies and occurs first (a) electronic
del ivery , 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 su itable media transfer method ,
or (c) installation , or (d ) delivery of managed services server. Physical shipment is on FOB -
CentralSquare 's sh ipp ing point , and electronic delivery is at the time CentralSquare provides Customer
with access to download the Solutions .
1.8 .2. For cloud-based Solutions Delivery shall be whichever the following applies and oc curs first when
Authorized Users have (a ) received log-in access to the Solution or any module of the Solution or (b}
received access to the Solution via a URL.
1.9 . "Documentation" means any manuals , instructions , or other documents or materials that CentralSqua re
provides or makes available to Customer in any form or medium and which describe the functionality ,
components , features , or requirements of the Solution (s}, including any aspect of its installation , configuration ,
integration , operation , use , support , or maintenance .
1.10 . "End User Training" means the process of educating general users of the Software on the operation of the
Software .
1.11 . "Entity" means an individual , corporation , partnership , joint venture , limited liability entity , governmental
authority , unincorporated organization , trust , association , or other organization .
1.12 . "Hardware " means any equipment , computer systems , servers , storage devices , peripherals , and any other
tangible assets purchased under this Agreement.
1.13 . "Intellectual Property Rights" means any and all registered and unregistered rights granted , applied for , or
otherwise now or hereafter in existence under or related to any patent , copyright , trademark , trade secret ,
database protection , or other intellectual property rights laws , and all similar or equivalent rights or forms of
protection , in any part of the world .
1.14 . "Managed Services Hardware" means any equipment , computer systems , servers , peripherals , and any other
tangible asset purchased as a subscription under this Agreement.
1.15 . "Maintenance" means optimization , erro r correction , modifications , and Updates (defined herein ) to
CentralSquare Solutions to correct any known Defects and improve performance . Maintenance will be provided
for each Solution , the hours and details of which are described in Exhibit 2 (Maintenance and Support)
Do cusign Envelope ID : 2D0BD92D-F8F5-4D30-B9C6-1 C2C692D9619
1.16. "New or Major Releases " means new versions of a Baseline Solution (e.g., vers ion 4 .0, 5.0 etc .) not provided
as part of Maintenance .
1.17 . "Personal Information" means any information that does or can identify a specific ind ividual 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 Accountabil ity Act of 1996 , "Personal Data" as defined in the EU
General Data Protection Regulation (GDPR 2018 ), "Personal Information " as defined under the Children's Online
Privacy Protection Act of 1998 , and all rules and regulations issued under any of the foregoing .
1.18 . "Professional Services " means con fi guration , installation , implementation , development work , training or
consulting services including custom modification programming , support relating to custom modifications , on -
site support services , assistance with data transfers , system restarts and reinstallations provided by
CentralSquare .
1.19 . "Project Kickoff'' is a meeting to occur shortly after contract execution between CentralSquare and Customer
in which goals and objectives are set forth , all parties relevant team members are identified , and scope , timelines ,
and milestones are reviewed .
1.20 . "Reliability Period" is the time period in which the Software is tested and confirmed reliable by successfully
completed fifteen (15) continuous days in a live environment with no repeatable Priority 1 or Priority 2 issues as
defined in Exhibit 2, unless otherwise agreed in a statement of work .
1.21 . "Software" means the software program(s) (in object code format only ) identified on Exhibit 1 (Solution(s)
Support and Maintenance Fees ). The term "Software" excludes any Third-Party Software .
1.22 . "Software Version" means the base or core vers ion of the Solution Software that contains significant new
features and significant fixes and is available to the Customer . The nomenclature used for updates and
upgrades consists of major, minor, build , and fix and these correspond to the following digit locations of a release ,
a,b,c,d . An example of which would be 7.4 .1.3, where the 7 refers to the major release , the 4 refers to the minor
release , the 1 refers to the build , and the 3 refers to a fi x.
1.23 . "Solutions" means the software , Documentation , development work , CentralSquare Systems and any and all
other information , data , documents , materials , works , and other content, dev ices , 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 Ag reement.
1.24 . "Support Services " means Ma intenance , Enhancements , implementation of New Releases , and general
support efforts to respond to incidents reported by Customer in accordance with Exhibit 2 (Maintenance &
Support) and Exh ibit 7 (Managed Services Provisions ), if applicable .
1.25 . "Third-Party Materials " means materials and information , in any form or medium , including any software ,
documents , data , content , specifications , products , related services , equ ipment , or components of or relating to
the Solutions that are not proprietary to CentralSquare .
2. License, Access, and Title.
2 .1. License Grant. For any Solution designated as a "license " on Exhibit 1, Customer is granted a perpetual (unless
terminated as provided herein ), nontransferable , nonexclusive right and license to use the Software for
Customer's own internal use for the applications described in the Statement of Work , in the applicable
environment (e .g., production , test , training , or disaster recovery system ) and in the quantity set forth in Exhibit
2.2 . Add it ional software licenses purchased after the execution of this Agreement shall also be licensed in
accordance with the provisions of this section . Customer shall not use , copy , rent , lease , sell , sublicense , modify ,
create derivative works from /of, or transfer any software , or permit others to do said acts , except as provided in
this Agreement. Any such unautho ri zed use shall be void and may result in immediate and automatic termination
of the applicable license . In such event, Customer shall not be entitled to a refund of any license fees paid .
Notwithstanding , Customer shall be entitled to use software at the applicable designated location for the purpose
of the application(s ) described in the Statement of Work to provide services for itself and other Affiliate
governmental agencies/entities , provided that the Software is installed and operated at only one physical
location . The Software license granted in this Agreement or in connection with it are for object code only and do
not include a license or any rights to source code whatsoever.
2 .3. Access Grant. For any Solution designated as a "subscription " on Exhibit 1, so long as subscription fees are paid
and current , (unless terminated as prov ided herein ), Customer is granted a nontransferable , nonexclusive right
to use the software for the Customer's own internal use for the applications described in the Statement of Work ,
in the applicable environment (e .g ., production , test , training , or disaster recovery system ) and in the quantity
set forth in Exhibit 1. Additional CentralSqua re software subscriptions purchased after the execution of this
Agreement shall also be accessed in accordance with the provisions of th is section . Customer shall not use ,
copy , rent , lease , sell , sublicense , modify , create derivative works from /of, or transfer any software , or permit
others to do said acts , except as provided in this Agreement. Any such unauthorized use shall be void and may
result in immediate and automatic termination of the applicable access . In such event , Customer shall not be
entitled to a cefund of any sobsociption fees paid . Notwithstanding , Custome, shall be entitled to use softwa,e ~
Docusign Envelope ID : 2D08D92D-F8F5-4D30-B9C6-1C2C692D9619
the applicable designated location for the purpose of the application(s) described in the Statement of Work to
provide services for itself and other Affiliate governmental agencies/entities . The subscription access granted in
this Agreement or in connection with it are for object code only and do not include a license or any rights to
source code whatsoever .
2.4 . Application Programming Interface "API ". If the Customer has purchased any Application Programming Interface
(API) license or subscription , Customer may use such API for Customer's own internal use to develop interfaces
which enable interfacing with the applicable CentralSquare Software purchased herein . The development and
use of such interfacing applications is specifically permitted under the use granted herein and shall not be
deemed derivative works provided that they are not, in fact , derived from the CentralSquare Software or the
ideas , methods of operation , processes , technology or know-how implemented therein . Other than the usage
rights granted herein , Customer shall not acqu ire any right , title or interest in the CentralSquare Software or API
by virtue of the interfacing of such applications , whether as joint owner, or otherwise . Should Customer desire
to provide or share the API to a third-party , the third-party must enter into an API Access Agreement by and
between the third-party and CentralSquare directly to govern the usage rights and restrictions of the appl icable
API.
2 .5 . Documentation License . CentralSquare hereby grants to Customer a non-exclusive, non -sublicensable , non-
transferable license to use the Documentation during the Term solely for Customer's internal business purposes
in connection with its use of the Solutions .
2.6. Hardware. Subject to the terms and conditions of this Agreement , CentralSquare agrees to deliver, through
hardware vendors , the Hardware itemized on Exhibit 1. The risk of loss or damage will pass to Customer upon
the date of delivery to the Customer specified facility . Upon delivery and full satisfaction of the Hardware payment
obligations , Hardware shall be deemed accepted and Customer will acquire good and clear title to Hardware .
All Hardware manufacturer warranties will be passed through to Customer. CentralSquare expressly disclaims ,
and Customer hereby expressly waives all other Hardware warranties , express or implied , without limitation ,
warranties of merchantability and fitness for a particular purpose.
2.7. Managed Services Hardware. Subject to the terms and conditions of this Agreement, CentralSquare agrees to
deliver the Managed Services Hardware itemized on Exhibit 1. So long as the applicable subscription fees are
paid and current , Customer shall maintain a limited right in possessory interest in the Managed Services
Hardware . No title in the Managed Services Hardware will pass to Customer at any time or for any reason .
Customer agrees to maintain adequate insurance against fire , theft , or other loss for the Managed Services
Hardware full insurable value . CentralSquare shall coordinate any defect or warranty claims in accordance with
Exhibit 7, if applicable .
2 .8. Reservation of Rights . Nothing in this Agreement grants any right , title , or interest in orto any Intellectual Property
Rights in or relating to the Solutions , or Third -Party Materials , whether expressly , by implication , estoppel , or
otherwise . All right , title , and interest in the Solutions , and the Third-Party Materials are and will remain with
CentralSquare and the respective rights holders .
3. Use Restrictions. Authorized Users shall not:
3.1.
3.2 .
3.3.
3.4 .
3 .5.
3.6 .
3.7 .
copy , modify , or create derivative works or improvements of the Solutions, or rent , lease , lend , sell , sublicense ,
assign , distribute , publish , transfer, or otherwise make available any Solutions to any Entity , including on or in
connection with the internet or any time-sharing , service bureau , software as a service , cloud , or other
technology or service ;
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 ;
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 ;
input , upload , transmit , or otherwise provide to or through the CentralSquare Systems , any information or
materials that are unlawful or injurious , or contain , transmit , or activate any harmful code (any software ,
hardware , device , or other technology , including any virus , worm , malware , or other malicious computer code ,
the purpose or effect of which is to (a) permit unauthorized access to , or to destroy , disrupt, disable , distort, or
otherwise harm or impede any (i ) computer, software firmware , hardware , system or network ; or (ii) any
application or function of any of the foregoing or the security , integrity , confidentiality , or use of any data
processed thereby ; or (b) prevent Customer or any Authorized User from accessing or using the Solutions as
intended by this Agreement ;
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 ;
remove , delete , alter, or obscure any trademarks , specifications , Documentation , warranties , or disclaimers , or
any copyright , trademark , patent , or othe r intellectual property or proprietary rights notices from any
Documentation or Solutions , including any copy thereof;
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 ;
Docusign Envelope ID : 2D0BD92D-F8F5-4D30-B9C6-1C2C692D9619
3.8. 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 in Section 2 .
4. Audit.
4.1 . CentralSquare shall have the right to audit Customer's use of the Software to monitor compliance with this
Agreement. Customer shall permit CentralSquare and its directors , officers , employees , and agents to have on-
site access at Customer's premises (or remote access as the case may be) during normal business hours to such
systems , books , and records for the purpose of verifying license counts , access counts , and overall compliance
with this Agreement. Customer shall render reasonable cooperation to CentralSquare as requested . If as a result
of any audit or inspection CentralSquare substantiates a deficiency or non-compliance , or if an audit reveals that
Customer has exceeded the restrictions on use , Customer shall promptly reimburse Central Square for all its costs
and expenses incurred to conduct such audit or inspection and be required to pay for any delinquencies in
compliance and prompt payment of any underpayment of Fees .
5. Customer Obligations .
5.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up , maintain , and
operate in good repair all Customer Systems on or through which the Solutions are accessed or used ; (b) provide
CentralSquare Personnel with such access to Customer's prem ises and Customer Systems as is necessary for
CentralSquare to perform the Support Services in accordance with the Support Standards and specifications
and if required by CentralSquare , remote access in accordance with Exhibit 3 (CentralSquare Access
Management Policy); and (c) provide all cooperation as CentralSquare may reasonably request to enable
CentralSquare to exercise its rights and perform its obligations under this Agreement.
5.2 . Effect of Customer Failure or Delay . CentralSquare is not responsible or liable for any delay or failure of
performance caused in whole or in part by Customer's delay in performing , or failure to perform , any of its
obligations under this Agreement.
5.3 . Corrective Action and Notice . If Customer becomes aware of any actual or threatened activity prohibited by
Section Error! Reference source not found., Customer shall , and shall cause its Authorized Users to ,
immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to
stop the activity or threatened activity and to mitigate its effects (including , where applicable , by discontinuing
and preventing any unauthorized access to the Solutions and permanently erasing from their systems and
destroying any data to which any of them gained unauthorized access); and (b) notify CentralSquare of any
such actual or threatened activity.
5.4 . Maintaining Current Versions of Central Square Solutions . In accordance with Exhibit 2 (Maintenance & Support)
and Exhibit 7 (Managed Services Provisions), if applicable . Customer shall install and/or use any New or Major
Release within one year of being made available by CentralSquare to mitigate a performance problem ,
ineligibility for Support Services , or an infringement claim .
6. Professional Services .
6.1. Compliance with Customer Policies. While CentralSquare personnel are performing services at Customer's site ,
CentralSquare personnel will comply with Customer's reasonable procedures and site policies that are generally
applicable to Customer 's other suppliers providing similar services and that have been provided to
CentralSquare in writing or in advance.
6.2 . Contributed Material. In the process of CentralSquare 's performing Professional Services , Customer may, from
time to time , provide CentralSquare with designs , plans , or specifications , improvements , works or other material
for inclusion in , or making modifications to , the Solutions , the Documentation or any other deliverables
("Contributed Material "). Customer grants to CentralSquare a nonexclusive , irrevocable , perpetual ,
transferable right , without the payment of any royalties or other compensation of any kind and without the right
of attribution , for CentralSquare , CentralSquare 's Affiliates and CentralSquare 's licensees to make , use , sell and
create derivative works of the Contributed Material.
7. Confidentiality .
7 .1. Nondisclosure . The Parties agree , unless otherwise provided in this Agreement or required by law , not to use or
make each other's Confidential Information available to any third party for any purpose other than as necessary
to perform under this Agreement. "Confidential Information" means the Solution(s), Software , and
customizations in any embodiment , and either Party 's technical and business information relating to inventions
or software, research and development, future product specifications , engineering processes, costs , profit or
margin information , marketing and future business plans as well as any and all internal Customer and employee
information , and any information exchanged by the Parties that is clearly marked with a confidential , private or
proprietary legend or which , by its nature , is commonly understood to be confidential.
7.2. Exceptions . A Party's Confidential Information shall not include information that: (a) is or becomes publicly
available through no act or omission of the recipient ; (b) was in the recipient 's lawful possession prior to the
disclosoce aad was aot obtaiaed by the cedpieat eithec dicectly o, iadicectly from the disclosi"9 Party ; ( c) is lawf,~
Docusign Envelope ID : 2008O920-F8F5-4O30-B9C6-1C2C692O9619
disclosed to the recipient by a third party without restriction on recipient's disclosure , and where recipient was not
aware that the information was the confidential information of discloser; (d) is independently developed by the
recipient without violation of this Agreement ; or (e) is required to be disclosed by law.
8. Security.
8.1. CentralSquare will implement commercially reasonable administrative , technical and physical safeguards
designed to ensure the security and confidentiality of Customer Data , protect against any anticipated threats or
hazards to the security or integrity of Customer Data , and protect against unauthorized access or use of Customer
Data . CentralSquare will review and test such safeguards on no less than an annual basis .
8 .2 . Customer shall maintain , in connection with the operation or use of the Solutions , adequate technical and
procedural access controls and system security requirements and devices , necessary for data privacy ,
confidentiality , integrity, authorization , authentication , non-repudiation , virus detection and eradication .
8.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall maintain
agreements with such Authorized Users that adequately protect the confidentiality and Intellectual Property Rights
of CentralSquare in the Solutions and Documentation and disclaim any liability or responsibility of CentralSquare
with respect to such Authorized Users .
9. Personal Data. If CentralSquare processes or otherwise has access to any personal data or Personal Information on
Customer's behalf when performing Central Square 's obligations under this Agreement , then :
9 .1. Customer shall be the data controller (where "data controller" means an entity which alone or jointly with others
determines purposes for which and the manner in which any personal data are , or are to be , processed) and
CentralSquare shall be a data processor (where "data processor" means an entity which processes the data
only on behalf of the data controller and not for any purposes of its own);
9 .2 . Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant
personal data or Personal Information to CentralSquare so that CentralSquare may lawfully use , process and
transfer the personal data and Personal Information in accordance with this Agreement on Customer 's behalf,
which may include CentralSquare processing and transferring the relevant personal data or Personal
Information outside the country where Customer and the Authorized Users are located in order for Central Square
to provide the Solutions and perform its other obligations under this Agreement; and
9.3 . CentralSquare shall process personal data and information only in accordance with lawful and reasonable
written instructions given by Customer and as set out in and in accordance with the terms of this Agreement ;
and
9.4 . CentralSquare shall take reasonable steps to ensure that its employees , agents and contractors who may have
access to Personal Information are persons who need to know / access the relevant Personal Information for
valid business reasons ; and
9.5 . each Party shall take appropriate technical and organizational measures against unauthorized or unlawful
processing of the personal data and Personal Information or its accidental loss , destruction or damage so that,
having regard to the state of technological development and the cost of implementing any measures , the
measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or
unlawful processing or accidental loss , destruction or damage in relation to the personal data and Personal
Information and the nature of the personal data and Personal Information being protected . If necessary, the
Parties will cooperate to document these measures taken .
10. Representations and Warranties .
10 .1. Intellectual Property Warranty. Central Square represents and warrants that (a) it is the sole and exclusive owner
of (or has the right to license) the software ; (b) it has full and sufficient right , title and authority to grant the rights
and/or licenses granted under this Agreement ; (c) the software does not contain any materials developed by a
third party used by CentralSquare except pursuant to a license agreement ; and (d) the software does not infringe
any patent , or copyright.
10 .2. Intellectual Property Remedy . In the event that any third party asserts a claim of infringement against the
Customer relating to the software contained in this Agreement , CentralSquare shall indemnify and defend the
Customer pursuant to section 13.1 of this Agreement. In the case of any such claim of infringement,
CentralSquare shall either , at its option , (1) procure for Customer the right to continue using the software ; or (2)
replace or modify the software so that that it becomes non-infringing , but equivalent in functionality and
performance .
10.3 . Software Warranty . CentralSquare warrants to Customer that (i) for a period of one year from the Effective Date
(the "Warranty Period ") the Software will substantially conform in all material respects to the specifications set
forth in the Documentation , when installed , operated and used as recommended in the Documentation and in
accordance with this Agreement ; and (ii) at the time of delivery the Software does not contain any virus or other
malicious code .
10.4 . Software Remedy . If, during the Warranty Period a warranty defect is confirmed in the Central Square Software ,
CentralSquare shall , at its option , reinstall the Software or correct the Defects . Defects that occur in the Software
aftec the Wa"aoty Pe,;od >MIi be corrected p,cs,aot to fah;b;t 2 (Ma;oteoaoce & S,pport) aod Exh;b;t ~
Docusign Envelope ID : 2D0BD92D-F8F5-4O30-B9C6-1C2C692O9619
(Managed Services Provisions), if applicable .
10 .5. Services Warranty . CentralSquare warrants that the Professional Services del ivered will substantially conform
to the deliverables specified in the applicable statement of work and that all Professional Services will be
performed in a profess ional and workmanlike manner cons istent with industry standards for similar work . If
Professional Services do not substantially conform to the deliverables , Customer shall notify CentralSquare of
such non -conformance in writing , within 10 days from completion of Profess ional Service , and CentralSquare
shall promptly repair the non-confo rming deliverables.
10 .6 . Disclaimer of Warranty. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE,
CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER , EXPRESSED OR IMPLIED, WITH
REGARD TO THE INTELLECTUAL PROPERTY, SOFTWARE , PROFESSIONAL SERVICES, AND/OR ANY
OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT CENTRALSQUARE DISCLAIMS ALL
WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL
WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND
SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY , FITNESS FOR A
PARTICULAR PURPOSE, OR TITLE. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT
THAT A SOLUTION , ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY
CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE OTHER
THAN CENTRALSQUARE PERSONNEL , OR WILL BE ERROR FREE, WILL OPERATE WITHOUT
INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE EXCEPT TO THE
EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD-PARTY MATERIALS ARE
PROVIDED "AS-IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM
IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY . THIS AGREEMENT DOES NOT AMEND ,
OR MODIFY CENTRALSQUARE'S WARRANTY UNDER ANY AGREEMENT OR ANY CONDITIONS,
LIMITATIONS, OR RESTRICTIONS THEREOF.
11. Notices. All notices and other 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 receipt requested ;
transmitted by facsimile or email confirmed by first class mail , or sent by overnight courier . Not ices must be sent to a
Party at its add ress shown below , or to such other place as the Party may subsequently designate for its receipt of
notices in writ ing by the other Party .
If to CentralSquar
If to Customer:
12. Force Majeure.
CentralSquare Technologies, LLC
1000 Business Center Dr.
Lake Mary , FL 32746
Phone: 407-304-3235
Attention: Legal/Contracts
City of Fayetteville
113 West Mountain Street
Fayetteville , AR 72701
Phone : 479-575-8320
Email: kmacedo@fayetteville-ar .gov
Attention : Keith Macedo
Neither Party shall be responsible for failure to fulfill its obligations hereunder, or be liable for damages resulting from
delay in performance as a result of war , fire , strike , riot or insurrection , natural disaster, pandem ic or epidemic , 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 vendo r 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 .
13. Indemnification .
13 .1. CentralSquare Indemnification . CentralSquare shall indemnify , defend , and hold harmless Customer from any
and all Claims or liability , including attorneys ' fees and costs , brought by a th ird party , 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 neg li gent act , error or omission of CentralSquare , its employees , agents , contractors , or any subcontractor
as a result of CentralSqua re's or any subcontractor's performance pursuant to th is Agreement ; however,
CentralSquare shall not be required to indemnify Customer for any claims 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 or liability results from or is contributed to by the actions or omissions of Customer , or
Docusign Envelope ID : 2D0BD92D-F8F5-4D30-B9C6-1C2C692D96 19
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.
13 .2 . Customer Indemnification . To the extent allowable by law , Customer shall indemnify , defend , and hold harmless
CentralSquare from any and all Claims 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 emp loyees , agents , or contractors . Notwithstanding anything to the contrary
in the foregoing , if a Claim 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 provis ion shall be
reduced to the extent of such actions or omissions based upon the principle of comparative fault.
13 .3. "Claim " in this Section 13 means any claim , cause of action , demand , lawsuit, dispute , inquiry , audit , notice of
violation , proceeding , litigation , citation , summons , subpoena or investigation of any nature , civil , criminal ,
administrative , regulatory or other, whether at law , in equity , or otherwise .
14. Termination.
14 .1. Either Party may terminate th is Agreement for a material breach in accordance with this subsection. In such
event , the disputing Party shall deliver wr itten notice of its intent to terminate along with a description in reasonable
detail of the problems for which the disputing Party is invoking its right to terminate and the specific requirement
within this Agreement or any exhibit or schedule hereto that the disputing Party is relying upon . Following such
notice , the Parties shall commence dispute resolution procedures in accordance with the dispute resolution
procedure pursuant to Section 17 .
14 .2. CentralSquare shall have the right to terminate this Agreement based on Customer's failure to pay undisputed
amounts due under this Agreement more than ninety (90 ) days after delivery of written notice of non-payment.
14 .3. Customer shall have the right to terminate if the proper appropriation of funds for the continuation of this
Agreement is not available for any fiscal year after the first fiscal year during the Term , then this Agreement may
be terminated . To effect the term ination of this Agreement , Customer shall , within forty-five (45 ) days following
the beginning of the fiscal year for which the proper appropriation is not available , provide CentralSquare with
written notice of the failu re to obta in the proper app ropriation of funds . Such notice shall be accompanied by the
payment of all sums then owed CentralSquare under this Agreement , if any.
15. Effect of Termination or Expiration . On the expiration or earlier termination of this Agreement:
15 .1. All rights , licenses , and authorizations granted to Customer hereunder will immediately terminate and Customer
shall immediately cease all use of CentralSquare 's Confidential Information and the Solutions , and within thirty
(30) days deliver to CentralSquare , or at CentralSquare 's request destroy and erase CentralSquare 's
Confidential Information from all systems Customer directly or indirectly controls ; and
15 .2. All licenses , access or subscription fees , services rendered but unpaid , and any amounts due by Customer to
CentralSquare of any kind shall become immediately payable and due no later than thirty (30) days after the
effective date of the termination or exp iration , including anything that accrues within those thirty (30 ) days .
15 .3. The provisions set forth in the fol lowing sections , and any other right or obligation of the Parties in th is Agreement
that , by its nature (including but not limited to : Use Restrictions , Confidential Information , Warranty Disclaimers ,
Indemn ifications , & Limitations of Liab ility ), will survive any expiration or termination of this Agreement.
15.4. In the event that Customer terminates this Agreement or cancels any portions of a project (as may be set forth
in a Statement of Work ) prior to Go Live (which shall be defined as "first use of a Solution or module of a Solution
in a production environment , unless otherwise agreed by the Parties in a statement of work "), Customer shall
pay for all Professional Services actually performed by CentralSquare on a time and materials basis , regardless
of the payment terms in Exhibit 1.
15 .5. Return of Customer Data . If Customer requests in writing at least ten (10) days prior to the effective date of
expiration or earlier termination of this Agreement , CentralSquare shall within sixty (60) days follow ing such
expiration or termination , deliver to Customer in CentralSquare 's standard format the then most recent version
of Customer Data mainta ined by CentralSquare , provided that Customer has at that time pa id all Fees then
outstanding and any amounts payable after or as a result of such expiration or termination .
15 .6 . Deconversion . In the event of (i ) expiration or earlier termination of this Agreement , or (ii) Customer no longer
purchasing certain Solutions (including those indicated to be Third-Party Materials ), if Customer requests
assistance in the transfer of Customer Data to a different vendor's applications ("Deconversion "), CentralSquare
will provide reasonable assistance . CentralSquare and Customer will negotiate in good faith to establ ish the
relative roles and responsibilit ies of CentralSquare and Customer in effecting Deconversion , as well as the
appropriate date for completion . CentralSquare shall be entitled to receive compensation for any additional
consultation , services , softwa re , and documentation required for Deconversion on a time and materials basis at
CentralSquare 's then standard rates.
15 . 7. Termination of this Agreement shall not relieve either Party of any other obligation incurred one to the other prio r
to termination .
Docusign Envelope ID : 2D0BD92D-F8F5-4D30-B9C6-1C2C692D961 9
16. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred
by either Party without the prior written consent of the other Party , which consent will not be unreasonably withheld ;
provided however, that in the event of a merger or acquisition of all or substantially all of CentralSquare 's assets ,
CentralSquare may assign this Agreement to an entity ready , will ing and able to perform CentralSquare 's executory
obligations hereunder.
17. Dispute Resolution. Any dispute , controversy or claim arising out of or relat ing to th is Agreement (each , a "Dispute "),
including the breach , termination , or validity thereof, shall be resolved as follows :
17 .1. Good Faith Negotiations . The Parties agree to send wr itten notice to the other Party of any Dispute ("Dispute
Notice "). After the other Party receives the Dispute Notice , the Parties agree to undertake good faith negotiations
to resolve the Dispute . Each Party shall be responsible for its associated travel and other related costs .
17 .2 . Escalation to Mediation. If the Parties cannot resolve any Dispute through good faith negotiations , the dispute
will be escalated to non-binding mediation , with the Parties acting in good faith to select a mediator and
establishing the mediation process . The Parties agree the mediator's fees and expenses , and the mediator's
costs incidental to the mediation , will be shared equally between the Parties . The Parties shall bear their own
fees , expenses , and costs .
17 .3. Confidential Mediation . The Parties further agree all written or oral offers , promises , conduct , and statements
made in the course of the mediation are confidential , privileged , and inadm issible for any purpose in any
litigation , arbitration or other proceeding involving the Parties . However , evidence that is otherwise admissible
or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation .
17.4 . Li ti gation . If the Parties cannot resolve a Dispute through mediation , then once an impasse is declared by the
mediator either Party may pursue litigation in a court of competent jurisd iction .
18. Waiver/Severabilitv . The failure of any Party to enforce any of the p rov isions he reof w ill not be construed to be a
waiver of the right of such Party thereafter to enforce such provisions . If any provision of th is Agreement is found to be
unenforceable , that provision will be enfo rced to the ma ximum extent possible , and the validity , legality and
enforceability of the remaining provisions will not in any way be affected or impaired thereby .
19. LIABILITY. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY, AND
REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT,
NEGLIGENCE , OR OTHERWISE:
19 .1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL , INDIRECT,
INCIDENTAL , PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND
INCLUDING BUT NOT LIMITED TO, REPLACEMENT COSTS, AND NEITHER PARTY SHALL BE LIABLE
TO THE OTHER PARTY FOR LOSSES OF PROFIT, REVENUE, INCOME, ~USINESS, ANTICIPATED
SAVINGS , DATA , AND REPUTATION, AND MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR
FINANCIAL NATURE, REGARDLESS OF WHETHER SUCH LOSSES MAY BE DEEMED AS
CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE INCIDENT GIVING RISE TO
THE CLAIM , AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER
EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES ; AND
19 .2. CENTRALSQUARE'S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT
SHALL NOT EXCEED THE AMOUNT(S) ACTUALLY PAID BY CUSTOMER TO CENTRALSQUARE
HEREUNDER FOR THE LAST TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE.
20. Insurance . During the term of this Agreement , CentralSquare shall ma intain insurance coverage covering its operations
in accordance with Exhibit 4 (Certificate of Insurance (Evidence of Coverage )). Upon request by Customer,
CentralSquare shall include Customer as an additional insured on applicable insurance policies provided unde r this
Agreement. CentralSquare shall provide proof of current coverage during the term of this Agreement.
21. Third -Party Materials. CentralSquare may, from time to time , include third parties to perform services , provide
software , or provide equipment. Customer acknowledges and agrees CentralSquare provides front-line support
services for these Third-Party Materials , but these third parties assume all responsibility and liab ility in connection with
the Third-Party Materials . Central Square 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 th ird-party, except specifically that
CentralSquare is authorized to represent third-party fees and to accept payment of such amounts from Customer on
behalf of the th ird-party for as long as such third-party authorizes CentralSquare to do so . As a condition precedent to
installing or accessing certain Third-Party Mate rials , Customer may be required to execute a click-through , shrink-wrap
End User License Agreement ("EULA ") or simila r agreement provided by the Third-Party Materials provider. If mapping
information is supplied with the CentralSquare Software , CentralSquare makes no representation or warranty as to the
completeness or accuracy of the mapping data prov ided with the CentralSquare Software . The completeness or
accuracy of such data is solely dependent on the information supplied by the Customer or the mapping database vendor
to CentralSquare . All third-party materials are provided "as-is" and any representation or wa rranty concern ing them is
strictly between Customer and the third-party.
22. Subcontractors . CentralSquare may from time to time , in its discretion , engage third parties to perform services on its
behalf including but not limited to Professional Services , Support Services , and /or provide software (each , a
"S,bcont,actoC'). Ceot,alSq,ara shall be fully raspoos lble fo, the acts of all sobcoot,actms to the same e,tent It ~
Docusign Envelope ID : 2D08D92D-F8F5-4D30-89C6-1C2C692D9619
responsible for the acts of its own employees.
23. Entire Agreement. This Agreement , and any Exhibits specifically incorporated therein by reference , constitute the
entire agreement between the Parties with respect to the subject matter. These documents supersede and merge all
previous and contemporaneous proposals of sale , communications , representations , understandings and agreements ,
whether oral or written , between the Parties with respect to the subject hereof.
24. Amendment. Either Party may , at any time during the term , request in writing changes to this agreement. The Parties
shall evaluate and , if agreed , implement all such requested changes . No requested changes will be effective unless
and until memorialized in either a CentralSquare issued add-on quote signed by Customer , or a written change order
or amendment to this Agreement signed by both Parties .
25. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors
and permitted assigns and nothing herein , express or implied , is intended to or shall confer on any other person any
legal or equitable right , benefit, or remedy of any nature under or by reason of this Agreement.
26. Counterparts. This Agreement , and any amendments hereto , may be executed in several counterparts , each of which
when so executed shall be deemed to be an original , and such counterparts shall constitute one and the same
instrument. The Agreement (and any amendments ) shall be considered properly executed by a Party if executed by
that Party and transmitted by facsimile or other electronic means , such as DocuSign , Tagged Image Format Files
(TIFF}, or Portable Document Format (PDF).
27 . Material Adverse Change . If any law , regulation , applicable standard , process , OEM requirement is changed or
comes into force after the Effective Date , including but not lim ited to PCI standards or Americans with Disabilities Act
compliance (collectively , a "Material Adverse Change "}, which is not explicitly addressed within this Agreement and
results in significant ex tra 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 Adve rse Change .
28. Cooperative Purchases. This Agreement may be used by Customer Affiliates . CentralSquare agrees to offer similar
services to other Affiliates under the same terms and conditions as stated herein except that the Fees may be
negotiated between CentralSquare and other Affiliates based on the specific revenue expectations , agency reimbursed
costs , and other Affiliate requirements . The Customer will in no way whatsoever incur any liability in relation to
specifications , delivery , payment , or any other aspect of purchases by such Affiliates. CentralSquare and the Affiliate
will enter into any such arrangement with an amendment to this Agreement.
29. Order of Precedence .
29 .1. In the event of any conflict or inconsistency between this Agreement , the Exhibits , or any purchase order , then
the follow ing priority shall prevail :
29 .1.1. The main body of this Agreement and any associated amendments , statements of work , or change
orders and then the attached Exhibits to this Agreement in the order in which they appear.
29 .2. Customer's purchase terms and conditions or CentralSquare 's sales terms and conditions are not applicable
and shall have no force or effect , whether referenced in any document in relation to this Agreement.
29 .3. Incorporated Exhibits to this Agreement:
Exhibit 1: Solution (s) Support and Maintenance Fees
Exhibit 2: Maintenance & Support
Exhibit 3: CentralSquare Access Management Policy
Exhibit 4: Certificate of Insurance (Evidence of Coverage)
Docusign Envelope ID : 2D0BD92D-F8F5-4D30-B9C6-1C2C692D9619
EXHIBIT 1
Solution(s) Support and Maintenance Fees
6'1~202A-6'1~~-6'1~~-6'1~2027-6'1~.!>28-6'1~2029-
Product 6'1&'~ 6'1&'~ 6'1&'2027 6'1&'.!>28 6'1&'2029 6'1&'20l)
Asset Management Ste License $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
INtJ Otizen Ste License $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
GSD3sktop Ste License $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
GSW:t:J Ste License $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
Mobile Ste License $27 ,595.33 $28,975.10 $30,423.ffi $31 ,945 .05 $33 ,542 .30 $35,219.42
V\brk Ste License $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
AA Ste License $0.00 $0.00 $0.00 $0.00 $0.00 $0.00
$27,595.33 $28,975.10 $31,423.86 $31,945.05 $33,542:l> $35,219.42
Payment Terms:
a. Support and Maintenance Fees are due prior to the beginning of the next Renewal Period and annually thereafter.
b. Annual Subscription Fees are due prior to the beginning of the next Renewal Period and annually thereafter.
c. Annual Software Maintenance Fees and Annual Subscription Fees shall increase by 5% year over year.
Invoice Terms:
CentralSquare shall provide an invoice for the items in the schedule above no less than thirty (30) days prior to the
due date .
Ancillary Fees:
a. Customer is responsible for paying all taxes relating to this Agreement. Applicable tax amounts (if any) are not included
in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes , Customer must
provide Central Square valid proof of exemption ; otherwise , Central Square will invoice Customer and Customer will pay
to CentralSquare all such tax amounts.
b . To the extent allowable by law , if Customer fails to make any payment when due , then CentralSquare may charge
interest on the past due amount at the rate of 1.5 % per month calculated daily and compounded monthly , or, if lower,
the highest rate permitted under applicable law ; and if such failure continues for 90 days following written notice thereof,
CentralSquare may suspend performance or access until past due amounts have been paid.
CST-2024-101876
Docusign Envelope ID : 2D0BD92D-F8F5-4D30-B9C6-1C2C692D9619
EXHIBIT 2
Maintenance & Support
This Maintenance & Support Exhibit describes support and maintenance relating to technical support that
CentralSquare will provide to Customer during the Term of the Agreement.
1. Product Updates and Releases
1.1. Software Version . "Software Version " means the base or core version of the Software that contains significant
new features and significant fixes and is available to the Customer. Software Versions may occur as the
Software architecture changes or as new technologies are developed . The nomenclature used for updates and
upgrades consists of major, minor, build , and fix and these correspond to the following digit locations of a
release , a ,b,c ,d . An example of which would be 7.4 .1.3, where the 7 refers to the major release , the 4 refers to
the minor release , the 1 refers to the build , and the 3 refers to a fix . All Software Versions are provided and
included as part of this Agreement.
1.2. Updates . From time to time CentralSquare may develop permanent fixes or solutions to known problems or
bugs in the Software and incorporate them in a formal "Update " to the Software . If Customer is receiving
technical support from CentralSquare on the general release date for an Update , CentralSquare will provide
the Customer with the Update and related Documentation at no extra charge . Updates for custom
configurations will be agreed upon by the Parties and outlined in a Statement of Work or Change Order .
1.3 . Releases. Customer shall agree to install and /or use any New or Major Release within one year of being made
available by CentralSquare to avoid or mitigate a performance problem , ineligibility for Support and
Maintenance Services or infringement claim . All modifications , revisions and updates to the Software shall be
furnished by means of new Releases of the Software and shall be accompanied by updates to the
Documentation whenever CentralSquare determines , in its sole discretion , that such updates are necessary .
2. Support
2.1. CentralSquare shall provide to Customer support via toll-free phone number 833-278-7877 or via the
CentralSquare Support Portal. CentralSquare shall provide to Customer, commercially reasonable efforts in
solving errors reported by the Customer as well as making available an online support portal. Customer shall
provide to CentralSquare reasonably detailed documentation and explanation , together with underlying data , to
substantiate errors and to assist CentralSquare in its efforts to diagnose , reproduce and correct the error. Should
either Party not be able to locate the error root cause and Customer and CentralSquare agree that on-site services
are necessary to diagnose or resolve the problem CentralSquare shall provide a travel estimate and estimated
hours in order to diagnose the reported error.
2.2. If after traveling ons ite to diagnose a reported error and such reported error did not , in fact , exist or was not
attributable to a defect in the Software provided by CentralSquare or an act or omission of CentralSquare , then
Customer shall pay for CentralSquare's investigation , travel , and related services in accordance with provided
estimate . Customer must provide CentralSquare with such facilities , equipment and support as are reasonably
necessary for CentralSquare to perform its obligations under this Exhibit, including remote access in
accordance with the Remote Access Policy .
3. Online Support Portal
Online support is available via https://support .centralsguare .com/s/contact-us , offering Customer the ability to
resolve its own problems with access to CentralSquare 's most current information. Customer will need to enter its
designated username and password to gain access to the technical support areas on CentralSquare 's website.
CentralSquare 's technical support areas allow Customer to : (i) search an up-to-date knowledge base of technical
support information , technical tips , and featured functions ; and (ii) access answers to frequently asked questions
(FAQ).
4 . Exc!ysjons from Jechnjcal support seryjces
CentralSquare shall have no support obligations to provide Support or Maintenance for Solutions that are not kept
current to one version prior to the then current version of the Solution . CentralSquare shall have no support
obligations with respect to any third-party hardware or software product not licensed or sold to Customer by
CentralSquare ("Nonqualified Product"). Customer shall be solely responsible for the compatibility and functioning
of Nonqualified Products with the Software .
5. Customer Responsibilities
In connection with CentralSquare 's provision of technical support as described herein , Customer
acknowledges that Customer has the responsibility to do each of the following :
5 .1 Provide hardware , operating system and browser software that meets techn ical specifications , as well as
a fast , stable , high-speed connection and remote connectivity for accessing the Solution .
5 .2 Maintain any applicable computer system and associated peripheral equipment in good working order in
accordance with the manufacturers ' specifications , and ensure that any problems reported to
CentralSquare are not due to hardware malfunction ;
5 .3 For CentralSquare Solutions that are implemented on Customer Systems , maintain the designated
Docusign Envelope ID : 2D0BD92D-F8F5-4O30-B9C6-1 C2C692O9619
operating system at the latest code revision level reasonably deemed necessary by CentralSquare for
proper operation of the Software ;
5.4 Supply CentralSquare with access to and use of all information and facilities reasonably determined to be
necessary by CentralSquare to render the technical support described herein ;
5.5 Perform any test or procedures reasonably recommended by CentralSquare for the purpose of identifying
and/or resolving any problems ;
5 .6 At all times follow routine operator procedures as specified in the Documentation or any error correction
guidelines of CentralSquare posted on the CentralSquare website ;
5 . 7 Customer shall remain solely responsible at all times for the safeguarding of Customer's proprietary ,
confidential , and classified information contained within Customer Systems ; and
5 .8 Reasonably ensure that the Customer Systems are isolated and free from viruses and malicious code
that could cause harm before requesting or receiving remote support assistance .
s. Prjorjtjes and support Response Matrix
The following priority matrix relates to software errors covered by this Agreement. Causes secondary to non-covered
causes -such as hardware , network , and third-party products -are not included in th is priority matrix and are outside
the scope of this Exhibit. CentralSquare will make commercially reasonable efforts to respond to Software incidents
for live remote based production systems using the following guidelines :
Priority Issue Definition Response Time
Priority 1 -The software is completely down and will not Priority 1 issues must be called in via 833 -278-7877 and
Urgent launch or function . will be immediately answered and managed by the first
available representative .
Priority 2-A high-impact problem that disrupts the Priority 2 issues must be called in via 833 -278-7877 and
K;ritical customer's operation but there is capacity to will be immediately answered and managed by the first
remain productive and maintain necessary ava ilable representative .
operations.
Priority 3-A Software Error related to a user function which Priority 3 issues called in via 833-278-7877 will be
Non-Critical does not negatively impact the User from the use immediately answered and managed by the first
of the system . This includes system administrator available representative .
'unctions or restriction of user workflow but does
not significantly impact their job function . Non-C ri tical Priority 3 issues may also be reported via
Httos ://sunnort .centralsauare .com/s/contact-us
Priority 4-Cosmetic or documentation errors , including Priority 4 issues called in via 833-278-7877 will
Minor !Customer technical questions or usability immediately answered and managed by the
~uestions . available representative .
Minor Priority 4 issues may also be reported
Httos ://sunnort .centra lsauare .com /s/contact-us
7. Exceptions. Central Square shall not be responsible for failure to carry out its Support and Maintenance obligations
under th is Exhibit if the failure is caused by adverse impact due to :
7.1. defectiveness of the Customer's Systems (including but not limited to environment , hardware or ancillary
systems}, or due to Customer corrupt , incomplete , or inaccurate data reported to the Solution , or documented
defect.
7.2. den ial of reasonable access to Customer's System or prem ises preventing CentralSquare from addressing
the issue .
7.3 . material changes made to the usage of the Solution by Customer where CentralSquare has not agreed to
such changes in advance and in writing or the modification or alteration , in any way , by Customer or its
subcontractors , of communications links necessary to the proper performance of the Solution .
7.4 . a Force Majeure event (as outlined in Section 12 ), or the negligence , intentiona l acts , or omissions of
Customer or its agents .
8. Incident Resolution. Actual response times and resolutions may vary due to issue complexi ty and priority . For
critical impact level and above , CentralSquare provides a continuous resolution effort until the issue is resolved .
CentralSquare will make commercially reasonable efforts to resolve Software incidents for live remote based
production systems using the following guidelines:
be
first
via
Docusign Envelope ID: 2D0BD92D-F8F5-4D30-B9C6-1C2C692D9619
Priority Resolution Resolution Time
Process
Priority 1 -Urgent CentralSquare will provide a CentralSquare will work continuously to provide the
procedural or configuration Customer with a solution that allows the Customer to
workaround or a code correction resume live operations on the production system .
hat allows the Customer to CentralSquare will either resolve the issue or provide a resume live operations on the resolution plan as soon as possible and not later than production System . twenty-four (24) hours after notification .
Priority 2-CentralSquare will provide a CentralSquare will work continuously to provide the
orocedural or configuration Customer with a solution that allows the Customer to
Critical workaround or a code correction resume normal operations on the production System .
hat allows the Customer to
resume normal operations on the CentralSquare will either resolve the issue or provide a
production System . resolution plan as soon as possible and not later than thirty-
six (36) hours after notification .
Priority 3 -Non -CentralSquare will provide a Central Square will work to provide the Customer with a
Critical procedural or configuration resolution which may include a workaround or code
workaround that allows the correction within a timeframe that takes into consideration
Customer to resolve the problem . he impact of the issue on the Customer and
CentralSquare 's User base. Priority 3 issues have priority
scheduling in a subsequent release .
Priority 4 -Minor If CentralSquare determines CentralSquare will work to provide the Customer with a
hat a reported Minor Priority resolution which may include a workaround or code
error requires a code correction in a future release of the software . Priority 4
K;orrection , such issues will be issues have no defined resolution time .
~ddressed in a subsequent
release when aoolicable .
9. Non-Production Environments. CentralSquare will make commercially reasonable efforts to provide fixes to non-
production environment(s). Non-production environments are not included under the response or resolution tables
provided in this Exhibit.
9.1. Maintenance . All non-production environment resolution processes will follow the structure and schedules
outlined above for production environments .
9.2. Incidents and service requests . Non-production environment incidents are considered priority 3 or 4 , dictated
by circumstances and will be prioritized and scheduled subordinate to production environment service requests .
10. Training. Outside the scope of training services purchased , if any , Customer is responsible for the training and
organization of its staff in the operation of the Software .
11. Development Work. Software support and maintenance does not include development work either (i) on software
not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the
documented functionality of the Software , except such work as may be specifically purchased and outlined in the
Agreement. CentralSquare retains all intellectual property rights in development work performed and Customer may
request consulting and development work from CentralSquare as a separate billable service .
12. Technology Life Expectancy . Customer understands , acknowledges and agrees that the technology upon which the
Hardware , Solution and Third-Party Software is based changes rapidly . Customer further acknowledges that
CentralSquare will continue to improve the functionality and features of the Solution to improve legal compliance ,
accuracy , functionality and usability . As a result, CentralSquare does not represent or warrant that the Hardware,
Solution and/or Third-Party Software provided to Customer under this Agreement or that the Customer Systems
recommended by CentralSquare will function for an indefinite period of time . Rather , CentralSquare and Customer
may , from time to time , analyze the functionality of the Hardware , Solution , Third-Party Software and Customer
Systems in response to changes to determine whether Customer must upgrade the same . Customer upgrades may
include without limitation , the installation of a new Release , additional disk storage and memory , and workstation
and/or server upgrades . Customer upgrades may also include the installation and/or removal of Third-Party Software .
Customer is solely responsible for all costs associated with future resources and upgrades .
Docusign Envelope ID : 2D0BD92D-F8F5-4D30-B9C6-1C2C692D9619
EXHIBIT 3
CentralSquare Access Management Policy
In order to provide secure , federally compliant connections to agency systems CentralSquare Technologies
("CentralSquare ") requires BeyondTrust or Securelink as the only approved methodology of connection . BeyondTrust
and Securelink provide the necessary remote access in order to service and maintain CentralSquare products while
adhering to the Federal Bureau of Investigations Criminal Justice Information Services requirements . Both solutions
utilize two-factor authentication Federal Information Processing Standard Publication ("FIPS ") 140-2 validated
cryptographic modules and AES encryption in 256-bit strengths.
BeyondTrust and Securelink are addressed in turn via this Access Management Policy ; Customers may
choose wh ich remote privileged access management solution will be utilized by CentralSquare .
BeyondTrust
The BeyondTrust remote support solution may be utilized via escorted session or a jump Customer . As for an
escorted session , when an agency needs assistance from CentralSquare , the agency employee requesting assistance
will receive verbal or email communication with a session key necessary to enable remote access . If a verbal key is
provided , the user enters the session key after visiting https://securesupport.centralsquare .com .
Jump Customers are a Windows service that can be stopped/started to facilitate a support
session . Connections made via jump Customer can be active or passive . An active jump Customer is always
available . A passive connection is enabled for a specific purpose and then disabled when not used . Regardless of the
option selected , CentralSquare 's support team will arrange a BeyondTrust session to establish the jump Customer.
The jump Customer resides on the agency side on the installed device , where an agency administrator can
manage . Instructions on how to enable/disable jump Customers can be provided upon request. A sample workflow of
a passive jump Customer is provided below:
Should an agency require support from Central Square , a call would be placed and/or
a support ticket opened in the portal on the CentralSquare customer support
website. Before accessing the agency's system and/or environment, the
CentralSquare representative would send a notice of connection from the
CentralSquare support portal instance . This notice can be sent to the individual at
the agency that the CentralSquare representative is working with or other designated
contacts as necessary. Upon receipt of the notice of connection , the agency
personnel would enable the BeyondTrust Jump Customer. The CentralSquare
representative would then be admitted to the, agency's system and/or environment
to perform the necessary task . Upon completion of the task, the CentralSquare
representative sends a notice of disconnection from the CentralSquare support
portal instance . Upon receipt of the notice of disconnection , the agency personnel
would then disable the BeyondTrustjump Customer.
Securelink
Similar to BeyondTrust's escorted session , Securelink may be utilized via "quick connect". To enable a quick
connect session when an agency needs assistance from CentralSquare , the Agency employee requesting assistance
will enter a key code in order to connect for screen sharing on a device .
Similar to the jump Customer methodology , Securelink may also be utilized via "gatekeeper". The sample
workflow description for a jump Customer provided above is substantially similar to the workflow for gatekeeper.
Summation
BeyondTrust and Securelink allow customers the ability to monitor connectivity to the customer's network and
maintain CJIS compliance while enabling CentralSquare to perform the necessary support functions .
Docusign Envelope ID : 2D0BD92D-F8F5-4D30-B9C6-1C2C692D9619
EXHIBIT 4
Certificate of Insurance (Evidence of Coverage)
ACORd CERTIFICATE OF LIABILITY INSURANCE I OA TE IMMJDDiYYYY I
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REPRESENTATIVE OR PRODUCER. AND THE CERTIFICATE HOLDER.
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ti SUBROGATION IS WAIVED, subject to the terms and conditions of lhe poli cy, certain polici es may require an •ndorsem,mt. A stat■ment on
lhl s certificate does not confer riohts t o the certifi cate hol der in l ieu o f suc;h endorsementfal .
PROOUCElt NAMi7~' I USA. LLC PHONE If~ •• ,. 1'110 AI.LIANCE CENTER ,a .-u,,,,a::,.p)•
3. ENOX DAD. SUI TE 2•00 -==~--A. TA.GA. 30326
INSUR.ER.tSl AFFORDING COVE.RAGE NAIC;
CN1ll11tetl-EOC-01,WU-23-24 m,sJJREJ! ... !ho er-Oil< """ 1..,,,.,,,,. Co ?$15
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COVERAGES CERTIFICATE NUMBER: ~ TL-005'1'1oW1-0 I REVISION NUMBER: 0
THIS IS ro CER1 IFY THAT THE POUCIES OF INSURANCE LI SlED BELOl'I' HAVE BEEN ISS UED TO TH£ INSURED NAM ED ABOVE FOR TH E POUCY PERIO D
INDICATED. NOTWITHSTANDING ;.m REO U E NT , TERM OR CO ND ION Of' ANY CO NTRA.CT OR 0 ER OOCUME.N WIT H RESPEC TO WHI CH THI S
CERTIFICATE MAY BE ISS UED OR MAY PER Al . HE INSURANCE AFFORDED BY THE POLIC IES DE SC RIBED HER IS SUBJ ECT TO AU. THE TERMS ,
EXO.US ION SA.N D CONDITIONS OF SUCH POUC IES. LIMITS SHOWN MAY HAVE BEEN REDU CED BY PAID ClAIMS
1~;: TYPE OF IN!URANCE 1:::-:.: :::.::. POLICY NUMBER ~...lltt. ~~ LIMITS
A X COMME.RCIAL. GEHERAL LIA l rt H-e.l0-6575~0F-23 0S.".ll'21lZ3 0a'31 •21l24 EAQ-1 OOC:URRE.h.CE • 1,00000) -==1 a •-..s .. ~ 0 OCCUR
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