CC SR 20250701 F - CentralSquare PSA for Cloud-Hosted Community Development Permitting
CITY COUNCIL MEETING DATE: 07/01/2025
AGENDA REPORT AGENDA HEADING: Consent Calendar
AGENDA TITLE:
Consideration to enter into an Agreement with CentralSquare Technologies, LLC. for
the cloud-hosted Community Development permitting software
RECOMMENDED COUNCIL ACTION:
(1) Authorize the Mayor to enter into a five-year agreement with CentralSquare
Technologies, LLC., for cloud-hosted Community Development permitting
software for a contract total of $431,000 for a period of five years; and,
(2) Authorize the Mayor to execute the Agreement in a form approved by the City
Attorney.
FISCAL IMPACT: According to the Agreement, the total contract cost will be up to
$431,000 over the five-year term of the Agreement. The cost for the
first year of the agreement in Fiscal Year (FY) 2025-26 is $86,400.
Currently, there is $72,000 budgeted for FY 2025-26 in 101-400-
1470-5201(IT Repairs and Maintenance). The difference of $14,600
will be covered using unencumbered funds through transfers from
other IT accounts. VR
Amount Budgeted: $551,800
Additional Appropriation: N/A
Account Number(s): 101-400-1470-5201
(General Fund – IT – Repairs & Maintenance) VR
ORIGINATED BY: Lukasz Buchwald, IT Manager
REVIEWED BY: Catherine Jun, Deputy City Manager CJ
APPROVED BY: Ara Mihranian, AICP, City Manager
ATTACHED SUPPORTING DOCUMENTS:
A) CentralSquare Solutions Agreement (Page A-1)
B) Staff Report from December 20, 2016
C) Staff Report from January 17, 2023
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BACKGROUND:
On December 20, 2016, the City Council awarded a five -year Contract Services
Agreement to SunGard Public Sector, LLC. (Attachment B) to provide a software system
that facilitates the City's permitting, planning, code enforcement, business license, and
cashiering systems. The original cost of the agreement was $621,400 and included:
• Software licensing for the duration of the contract
• Implementation and training
• SunGard travel, integrations, and options
On January 17, 2023, the City Council approved Amendment No. 2 to the SunGard
Agreement extending the term of the original contract by five years to December 19, 2026.
This amendment increased the contract sum by an additional $250,000 and not to exceed
$871,903 to accommodate the annual licensing and support fees for the additional five
years.
Since 2016, the original software vendor, SunGard Public Sector, LLC, changed
ownership through a series of mergers in 2017 and 2018 as Superion, LLC and currently
as CentralSquare Technologies, respectively. The software, which was originally called
TRAKiT has since been renamed to Community Development, which continues to be a
critical part of the City’s operations.
Tonight, the City Council is being asked to enter into a new Agreement with
CentralSquare Technologies, LLC for a new, cloud-hosted version of the Community
Development permitting software. The proposed migration to the cloud environment
addressed several current and future challenges and limitations further described below.
DISCUSSION:
CentralSquare offers two main delivery models for its Community Development permitting
software: self-hosted (the model currently used by the City) and cloud -hosted. Both
approaches are viable with pros and cons. The City Council is being asked to consider
entering into a new Agreement with Central Square, updating the services provided from
self-hosted to cloud-hosted. The following benefits have been identified as the main
reasons for the recommended switch to the cloud-hosted option:
• The vendor handles all patches, upgrades, and security automatically without the
needed intervention from the City staff.
• The cloud-hosted option is accessible from any location, allowing staff and
consultants to use the Community Development permitting software remotely
without compromising security.
• CentralSquare has indicated that their development efforts will likely prioritize the
cloud version of their software, with plans to gradually discontinue development
and support for the self-hosted option. Although there is no current deadline, the
City will likely need to migrate in the future regardless.
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• The cloud-hosted option is the only feasible possibility for the City to achieve full
Payment Card Industry (PCI) compliance for accepting in-person and online
payments for permits, projects, and business licenses
• As the software is entirely hosted by the vendor, it will remain accessible even in
the event of a major disaster impacting City Hall, where the Community
Development software is currently hosted.
• CentralSquare is in the process of developing a new, modern public portal to
replace the outdated eTrakit system. Based on the latest info received from the
vendor, this new portal will be available exclusively to cloud clients.
The new Agreement with CentralSquare (Attachment A) authorizes the City to transition
to the cloud-hosted solution and also replaces and supersedes any previous Agreements
in place. The terms and conditions of the Agreement have been reviewed and approved
to form by the City Attorney’s Office.
The annual cost for the cloud-hosted Community Development permitting software is
$76,400. Including the one-time professional services fee of $10,000 for the migration
and a static 3% annual contract increase included in the Agreement, the total sum of the
Agreement is up to $431,000 over a five-year period. Under the current Agreement with
CentralSquare, the most recent annual payment was in December 2024 for the self-
hosted software which included licensing and maintenance at a cost of $50,582 with the
2025 fees estimated to be around $53,000.
CONCLUSION:
Authorize the Mayor to enter into a five-year agreement with CentralSquare
Technologies, LLC for cloud-hosted permitting software for the total amount of $431,000
(Attachment A).
ALTERNATIVES:
In addition to the Staff recommendation, the following alternative actions are available for
the City Council’s consideration:
1. Do not authorize the proposed contract and provide direction to Staff.
2. Take other action, as deemed appropriate.
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CentralSquare Solutions Agreement
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 with its principal place of business in Lake
Mary, FL ("CentralSquare") and City of Ranchos Palos Verdes, CA ("Customer"), together with CentralSquare, the "Parties",
and each, a "Party".
WHEREAS, Customer entered into a prior agreement for Software products with Superion LLC, a CentralSquare Technologies, LLC
company; and
WHEREAS, Customer is a currently licensed end user of the Community Dev Software; and
WHEREAS, through asset purchase, CentralSquare is the owner of all Superion Software products, services, and contractual
obligations including Community Dev; and
WHEREAS, Customer desires to discontinue use of the Superion Software products and upgrade to the CentralSquare Software
solution identified in Exhibit 1 to this Agreement; and
WHEREAS, this Agreement shall replace and supersede any and all prior agreements directly related to the Superion Software products
being replaced by this Agreement.
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 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:
CentralSquare Technologies, LLC City of Ranchos Palos Verdes
1000 Business Center Drive
Lake Mary, FL 32746 30940 Hawthorne Boulevard,
Rancho Palos Verdes, CA , 90275
By: By:
Print Name: Print Name:
Print Title: Print Title:
Date Signed: Date Signed:
Solution: Community Dev
Term.
Initial Term. The Initial Term of this Agreement commences as of the Effective Date and will continue in effect for five (5) year(s)
from such date unless terminated earlier pursuant to any of the Agreement’s express provisions (the “Initial Term”). Upon the
commencement of the term of this Agreement, the Agreement entered into for the City’s use of the Superion Software products
shall terminate pursuant to mutual agreement between the Customer and CentralSquare.
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 six (6) months prior to the expiration of the Agreement term.
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 Solution(s) and Services Fee
Schedule). Legacy support and maintenance shall be due until the Delivery Date of the applicable replacement software. Any unused
pre-paid support and maintenance shall be credited as a pro-rated amount towards the next applicable subscription software invoice
due under this Agreement, or future invoice.
All invoices shall be billed and paid in U.S. dollars (USD) 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.
Ron A. Anderson
Chief Revenue Officer
June 23, 2025
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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
services and maintenance, but without any other modification.
1.4. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of CentralSquare to
deliver 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 systems (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 CentralSquare 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
Customer has given CentralSquare 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.
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 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, or (c) installation, or (d) delivery
of managed services server. Physical shipment is on FOB - CentralSquare’s shipping 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 occurs 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 CentralSquare 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, error 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).
1.16. “New or Major Releases” means new versions of a Baseline Solution (e.g., version 4.0, 5.0 etc.) not provided as part
of Maintenance.
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1.17. "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.
1.18. “Professional Services” means configuration, 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) and Services
Fee Schedule). The term “Software” excludes any Third-Party Software.
1.22. “Software Version” means the base or core version 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 fix.
1.23. "Solutions" means the software, Documentation, 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.
1.24. “Support Services” means Maintenance, Enhancements, implementation of New Releases, and general support
efforts to respond to incidents reported by Customer in accordance with Exhibit 2 (Maintenance & Support) and Exhibit
8 (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, equipment, 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 1. Additional 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 unauthorized 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.
2.2. Access Grant. For any Solution designated as a “subscription” on Exhibit 1, so long as subscription fees are paid and
current, (unless terminated as provided 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 CentralSquare software subscriptions purchased after the execution of this Agreement shall also be accessed
in accordance with the provisions of this section. Customer shall not use, copy, rent, lease, sell, sublicense, modify,
create derivative works from/of, or transfer any software, or permit others to do said acts, except as provided in 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 refund of any subscription 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. 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.
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2.3. 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.
2.4. 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 acquire
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 applicable API.
2.5. 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.
2.6. 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 8.
2.7. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to 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. 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;
3.2. 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;
3.3. 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;
3.4. 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 (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;
3.5. 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;
3.6. 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;
3.7. 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;
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
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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 CentralSquare 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 premises 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 3,
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 CentralSquare Solutions. In accordance with Exhibit 2 (Maintenance & Support) and
Exhibit 8 (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 disclosure and was
not obtained by the recipient either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the recipient
by a third party without restriction on recipient’s disclosure, and where recipient was not aware that the information was
the confidential information of discloser; (d) is independently developed by the recipient without violation of this
Agreement; or (e) is required to be disclosed by law.
7.3. Public Record. As this Agreement is public record, CentralSquare is permitted to disclose Customer as a Customer.
However, CentralSquare shall not make any statements or representations regarding Customer’s opinion of
CentralSquare or its services. CentralSquare may reach out to Customer from time to time for references or marketing
engagements, subject to Customer’s written approval.
8. Security.
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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 CentralSquare’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 CentralSquare 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. CentralSquare 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 Delivery (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 CentralSquare Software,
CentralSquare shall, at its option and as the sole remedy, reinstall the Software or correct the Defects pursuant to
Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable.
10.5. Services Warranty. CentralSquare warrants that the Professional Services delivered will substantially conform to the
deliverables specified in the applicable statement of work and that all Professional Services will be performed in a
professional and workmanlike manner consistent 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 Professional Service, and CentralSquare shall promptly repair the non-conforming
deliverables.
10.6. Disclaimer of Warranty. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE,
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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. 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 Technologies, LLC
1000 Business Center Dr.
Lake Mary, FL 32746
Phone: 407-304-3235
Attention: Legal/Contracts
If to Customer: City of Ranchos Palos Verdes
30940 Hawthorne Boulevard
Rancho Palos Verdes, CA 90275
Phone: 310-544-5311 Email: lbuchwald@rpvca.gov
Attention: Lukasz Buchwald
12. Force Majeure.
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, pandemic 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 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.
13. Indemnification.
13.1. CentralSquare Indemnification. To the fullest extent permitted by law, CentralSquare agrees to indemnify, defend and
hold harmless the Customer, its officers, employees and agents (“Indemnified Parties”) against, and will hold and save
them and each of them harmless from, any and all actions, either judicial, administrative, arbitration or regulatory claims,
damages to persons or property, losses, costs, penalties, obligations, errors, omissions or liabilities whether actual or
threatened (herein “claims or liabilities”) that may be asserted or claimed by any person, firm or entity arising out of or
in connection with CentralSquare’s breach of any warranties or representations, the negligent performance of the
work, operations or activities provided herein of CentralSquare, its officers, employees, agents, subcontractors, or
invitees, or any individual or entity for which CentralSquare is legally liable (“indemnitors”), or arising from
CentralSquare’s or indemnitors’ reckless or willful misconduct, or arising from CentralSquare’s or indemnitors’ negligent
performance of or failure to perform any term, provision, covenant or condition of this Agreement, and in connection
therewith:
(a) CentralSquare shall defend any action or actions filed in connection with any of said claims or liabilities and shall
pay all costs and expenses, including legal costs and attorneys’ fees incurred in connection therewith;
(b) CentralSquare will promptly pay any judgment rendered against the Customer, its officers, agents or employees for
any such claims or liabilities arising out of or in connection with the negligent performance of or failure to perform such
work, operations or activities of CentralSquare hereunder; and CentralSquare agrees to save and hold the Customer,
its officers, agents, and employees harmless therefrom;
(c) Customer shall promptly notify CentralSquare in writing of any Claim for which it seeks indemnification under this
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receipt of such notice, CentralSquare shall have the right to assume the defense of the Claim with counsel of its choice,
at its own expense. The Customer shall cooperate fully with CentralSquarein the defense of the Claim and shall provide
all reasonably necessary information and assistance as reasonably requested by CentralSquare. The Customer shall
have the right to participate in the defense of the Claim at its own expense, provided that CentralSquare shall retain
control of the defense. CentralSquare shall not settle any Claim without the prior written consent of the Customer, which
consent shall not be unreasonably withheld or delayed.
As set forth in Section 10.1, CentralSquare represents and warrants that it owns or is otherwise authorized to grant
Customer the right to use, all intellectual property rights associated with CentralSquare’s provision of the Services, and
agrees to defend, indemnify, and hold harmless the Customer and pay all damages (including reasonable attorneys’
fees) relating to any third party claim, demand, cause of action, or proceedings (whether threatened, asserted, or filed)
(“IP Claims”) against Customer to the extent that such IP Claims are based upon the Customer’s use of the Services
(excluding third party products) directly infringing a United States patent, registered United States copyright, or
registered United States trademark, provided that such use is in compliance with this Agreement. The indemnity
obligation shall be binding on successors and assigns of CentralSquare and shall survive termination of this Agreement.
In the event of any IP Claims, or in CentralSquare’s opinion is likely to occur, CentralSquare shall at its option and
expense and with prior notice to Customer: (a) modify the Services to be non-infringing; or (b) obtain for Customer the
right to use the Services as set out in this Agreement at no cost to Customer. CentralSquare’s options set forth in this
paragraph, whether or not exercised, shall in no way eliminate, reduce, curtail or abridge CentralSquare’s obligations
to indemnify and defend Customer in the event of any IP Claims.
CentralSquare shall have no liability hereunder for any claim of intellectual property infringement based on the
combination, operation or use of the Services with software, hardware or other materials not furnished or approved in
writing by CentralSquare if such infringement would have been avoided without such software, hardware or other
materials.
The Customer may not directly or indirectly through any third parties attempt to reverse-engineer or de-compile the
operation of the Services in any manner through current or future available technologies.
CentralSquare shall incorporate similar indemnity agreements with its subcontractors and if it fails to do so
CentralSquare shall be fully responsible to indemnify Customer hereunder therefore, and failure of Customer to monitor
compliance with these provisions shall not be a waiver hereof. This indemnification includes claims or liabilities arising
from any negligent or wrongful act, error or omission, or reckless or willful misconduct of CentralSquare in the
performance of professional services hereunder. The provisions of this Section do not apply to claims or liabilities
occurring as a result of Customer’s sole negligence or willful acts or omissions, but, to the fullest extent permitted by
law, shall apply to claims and liabilities resulting in part from Customer’s negligence, except that design professionals’
indemnity hereunder shall be limited to claims and liabilities arising out of the negligence, recklessness or willful
misconduct of the design professional. The indemnity obligation shall be binding on successors and assigns of
CentralSquare and shall survive termination of this Agreement.”
13.2. "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 this Agreement for a material breach in accordance with this subsection. In such event, the
disputing Party shall deliver written 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.
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 date of the
termination or expiration, including anything that accrues within those thirty (30) days.
15.3. The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that,
by its nature (including but not limited to: Use Restrictions, Confidential Information, Warranty Disclaimers,
Indemnifications, & Limitations of Liability), shall 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.
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15.5. Return of Customer Data. If Customer requests in writing at least ten (10) days prior to the date of expiration or earlier
termination of this Agreement, CentralSquare shall within sixty (60) days following such expiration or termination, deliver
to Customer in CentralSquare’s standard format the then most recent version of Customer Data maintained by
CentralSquare, provided that Customer has at that time paid 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 establish the relative roles and responsibilities
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, software, 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 prior to
termination.
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, willing and able to perform CentralSquare’s executory obligations hereunder.
17. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this 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 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 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 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.
17.4. Litigation. 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 jurisdiction.
18. 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.
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, BUSINESS, 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 maintain insurance coverage covering its operations in
accordance with Exhibit 4 (Certificate of Insurance (Evidence of Coverage)). In addition, CentralSquare shall maintain
technology professional liability errors & omissions insurance appropriate to CentralSquare’s profession and the Services
hereunder with limits not less than $1,000,000 per claim/loss, and $2,000,000 in the aggregate. Coverage shall be sufficiently
broad to respond to the duties and obligations undertaken by CentralSquare pursuant to this Agreement and shall include, but
not be limited to, claims involving infringement of intellectual property, copyright, trademark, invasion of privacy violations,
information or data breach, theft, loss, damage or misuse, release of private information, extortion and network security. If
coverage is maintained on a claims-made basis, CentralSquare shall maintain such coverage for an additional period of three
(3) years following termination of the contract. The insurance shall include the following coverage:
i. Liability arising from the theft, dissemination and/or use of confidential or personally identifiable information; including
credit monitoring and regulatory fines arising from such theft, dissemination or use of the confidential information.
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ii. Network security liability arising from the unauthorized use of, access to, or tampering with computer systems.
ii. Liability arising from the failure of CentralSquare’s proprietary technology products (software) required under the
contract for CentralSquare to properly perform the services intended.
iv. Electronic Media Liability arising from personal injury, plagiarism or misappropriation of ideas, domain name
infringement or improper deep-linking or framing, and infringement or violation of intellectual property rights.
v.Liability arising from the failure to render professional services as defined by industry standards appropriate to the technology
being used.
Upon request by Customer, CentralSquare shall include Customer as an additional insured on applicable insurance policies
provided under 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 liability in connection with the Third-Party Materials.
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, except specifically that CentralSquare is authorized to represent third-
party fees 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 certain 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. 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 provided 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 warranty
concerning 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 "Subcontractor").
CentralSquare shall be fully responsible for the acts of all subcontractors to the same extent it is 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).
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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 limited 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
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.
28. Cooperative Purchases. The Parties agree that other entities (“Cooperative Customers”) may use this Agreement as a
purchasing vehicle for similar CentralSquare software and services. Terms and conditions specific to each Cooperative
Customer’s purchase, including but not limited to pricing, payment terms, and scope of work, shall be negotiated separately
between CentralSquare and the Cooperative Customer. A separate contract and any necessary supplemental documents shall
be developed independently from this Agreement for each Cooperative Customer, and each such contract shall be fully
independent of the others. The original Customer shall not be a party to any agreements made between CentralSquare and
Cooperative Customers and will not incur any liability related to specifications, delivery, payment, or any other aspect of
purchases made by Cooperative Customers.
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
following priority shall prevail:
29.1.1. The main body of this Agreement and any associated amendments, statements of work (including Exhibit 5
(Statement 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 order 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) and Services Fee Schedule
Exhibit 2: Maintenance & Support
Exhibit 3: CentralSquare Access Management Policy
Exhibit 4: Certificate of Insurance (Evidence of Coverage)
Exhibit 5: Statement of Work
Exhibit 6: Using/Accessing Agency Guidelines (if applicable)
Exhibit 7: Service Level Commitments (if applicable)
Exhibit 8: Managed Services Provisions (if applicable)
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EXHIBIT 1
Solution(s) and Services Fee Schedule
Quote #: Q-64827
SOFTWARE INCLUDED
PRODUCT NAME QUANTITY UNIT PRICE DISCOUNT TOTAL
1. Community Development:
Advanced Site SaaS Annual Subscription Fee
1 70,000.00 - 3,500.00 66,500.00
2. eTRAKiT Credit Card API Annual
Access Fee
1 900.00 900.00
3. GIS Advanced Engine Subscription
SaaS Annual Subscription Fee
SaaS
1 5,500.00 5,500.00
4. TRAKiT CSLB Integration Annual
Access Fee
1 3,500.00 3,500.00
Software Subtotal 79,900.00 USD
Discount - 3,500.00 USD
Software Total 76,400.00 USD
SERVICES INCLUDED
DESCRIPTION TOTAL
1. Community Development Premise to Cloud Services (up to 50k pop) - Fixed
Fee 10,000.00
Services Total 10,000.00 USD
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QUOTE SUMMARY
Software Subtotal
79,900.00 USD
Services Subtotal
10,000.00 USD
Quote Subtotal
89,900.00 USD
Discount
- 3,500.00 USD
Quote Total
86,400.00 USD
RECURRING FEES
TYPE AMOUNT
FIRST YEAR MAINTENANCE TOTAL 0.00
FIRST YEAR SUBSCRIPTION TOTAL 76,400.00
The amount totals for Maintenance and/or Subscription on this quote include only the first year of software use and
maintenance. Renewal invoices will include this total plus any applicable uplift amount as outlined in the relevant purchase
agreement.
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Payment Terms:
Subscriptions:
- If applicable, Annual Subscription Fees are due on the Delivery Date, and annually thereafter on the anniversary of
the Delivery Date.
- Annual Subscription Fees shall increase by 3% each year for five (5) years. If the Agreement is renewed starting on Year 6, the
Annual Subscription Fees shall increase by 5% each year.
Services:
Payment Schedule:
Implementation Services
30% Due on Effective Date
20% Due at Project Kickoff
15% Due at completion of 1st End User Training Session
30% Due at Go Live
5% Due at completion of Reliability Period
- If applicable, non-fixed fee professional services shall be due as incurred on a time and materials basis. Non-fixed
fee professional services are not included in the percentages outlined in the above Payment Schedule.
- If applicable, non-fixed fee travel expenses shall be due as incurred, invoiced monthly for the travel expenses of the
preceding month. Non-fixed fee travel expenses are not included in the percentages outlined in the above Payment
Schedule.
- If applicable, Fixed Fee travel expenses are included in the percentages outlined in the above Payment Schedule.
Hardware:
- If applicable, Non-subscription Hardware Fees are due on the Effective Date.
Licenses:
- If applicable, License Fees are due on the Delivery Date.
Support & Maintenance
- If applicable, Support & Maintenance Fees are due annually, starting prior to the first anniversary of the Delivery Date and
annually thereafter.
- Annual Software Maintenance Fees shall increase by 3% each year for five (5) years. If the Agreement is renewed starting on
Year 6, the Annual Subscription Fees shall increase by 5% each year
- If applicable, legacy support and maintenance shall be due until the Delivery Date of the applicable replacement
software. Any unused pre-paid support and maintenance shall be credited as a pro-rated amount towards the next
applicable subscription software invoice due under this Agreement, or future invoice.
Third Party:
- If applicable, Third-Party Software Fees are due on the Effective Date. Third-Party software subscriptions and/or
support fees shall be due annually thereafter on the anniversary of the Effective Date. Third-Party Software fees are
subject to increase each year.
- If applicable, Third-Party Services shall be due 50% at Effective Date, 25% at completion of 1st End User Training
Session, and 25% at Go Live.
Invoice Terms:
CentralSquare shall provide an invoice for the items in the schedule above no less than thirty (30) days prior to the due date.
ANCILLARY FEES
a. Customer is responsible for paying all taxes relating to this Agreement. Applicable tax amounts (if any) are not included in
the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide
CentralSquare valid proof of exemption; otherwise, CentralSquare will invoice Customer and Customer will pay to
CentralSquare all such tax amounts.
b. To the extent allowable by law, if Customer fails to make any payment when due, then CentralSquare may charge interest
on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly, or, if lower, the highest
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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.
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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 onsite to diagnose a reported error and such reported error did not, in fact, exist or was not attributable
to a Defect in the Software provided by CentralSquare or an act or omission of CentralSquare, then Customer shall pay
for CentralSquare's investigation, travel, and related services in accordance with provided estimate. Customer must
provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to
perform its obligations under this Exhibit, including remote access in accordance with the Remote Access Policy.
3. Online Support Portal
Online support is available via https://support.centralsquare.com/s/contact-us, offering Customer the ability to resolve its
own problems with access to CentralSquare’s most current information. Customer will need to enter its designated
username and password to gain access to the technical support areas on CentralSquare’s website. CentralSquare’s
technical support areas allow Customer to: (i) search an up-to-date knowledge base of technical support information,
technical tips, and featured functions; and (ii) access answers to frequently asked questions (FAQ).
4. Exclusions from Technical Support Services
CentralSquare shall have no support obligations to provide Support or Maintenance for Solutions that are not kept current
to one version prior to the then current version of the Solution. CentralSquare shall have no support obligations with
respect to any 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 technical specifications, as well as a fast,
stable, high-speed connection and remote connectivity for accessing the Solution.
5.2 Maintain any applicable computer system and associated peripheral equipment in good working order in
accordance with the manufacturers’ specifications, and ensure that any problems reported to CentralSquare are
not due to hardware malfunction;
5.3 For CentralSquare Solutions that are implemented on Customer Systems, maintain the designated operating
system at the latest code revision level reasonably deemed necessary by CentralSquare for proper operation of
the Software;
5.4 Supply CentralSquare with access to and use of all information and facilities reasonably determined to be
necessary by CentralSquare to render the technical support described herein;
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5.5 Perform any test or procedures reasonably recommended by CentralSquare for the purpose of identifying and/or
resolving any problems;
5.6 At all times follow routine operator procedures as specified in the Documentation or any error correction
guidelines of CentralSquare posted on the CentralSquare website;
5.7 Customer shall remain solely responsible at all times for the safeguarding of Customer’s proprietary, confidential,
and classified information contained within Customer Systems; and
5.8 Reasonably ensure that the Customer Systems are isolated and free from viruses and malicious code that could
cause harm before requesting or receiving remote support assistance.
6. Priorities and Support Response Matrix
The following priority matrix relates to software errors covered by this Agreement. Causes secondary to non-covered
causes - such as hardware, network, and third-party products - are not included in this priority matrix and are outside the
scope of this Exhibit. CentralSquare will make commercially reasonable efforts to respond to Software incidents for live
remote based production systems using the following guidelines:
Priority Issue Definition Response Time
Priority 1 –
Urgent
The software is completely down and will not
launch or function.
Priority 1 issues must be called in via 833-278-7877 and
will be immediately answered and managed by the first
available representative.
Priority 2 –
Critical
A high-impact problem that disrupts the
customer’s operation but there is capacity to
remain productive and maintain necessary
operations.
Priority 2 issues must be called in via 833-278-7877 and
will be immediately answered and managed by the first
available representative.
Priority 3 –
Non-Critical
A Software Error related to a user function which
does not negatively impact the User from the use
of the system. This includes system administrator
functions or restriction of user workflow but does
not significantly impact their job function.
Non-Critical Priority 3 issues must be reported via
Https://support.centralsquare.com/s/contact-us
Priority 4 –
Minor
Cosmetic or documentation errors, including
Customer technical questions or usability
questions.
Minor Priority 4 issues must be reported via
Https://support.centralsquare.com/s/contact-us
7. Exceptions. CentralSquare shall not be responsible for failure to carry out its Support and Maintenance obligations under
this Exhibit if the failure is caused by adverse impact due to:
7.1. defectiveness of the Customer’s Systems (including but not limited to environment, hardware or ancillary systems),
or due to Customer corrupt, incomplete, or inaccurate data reported to the Solution, or documented Defect.
7.2. denial of reasonable access to Customer’s System or premises preventing CentralSquare from addressing the issue.
7.3. material changes made to the usage of the Solution by Customer where CentralSquare has not agreed to such
changes in advance and in writing or the modification or alteration, in any way, by Customer or its subcontractors, of
communications links necessary to the proper performance of the Solution.
7.4. a Force Majeure event (as outlined in Section 12), or the negligence, intentional acts, or omissions of Customer or
its agents.
8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For critical
impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved. CentralSquare
will make commercially reasonable efforts to resolve Software incidents for live remote based production systems using
the following guidelines:
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Priority Resolution Process Resolution Time
Priority 1 – Urgent CentralSquare will provide a
procedural or configuration
workaround or a code correction that
allows the Customer to resume live
operations on the production System.
CentralSquare will work continuously to provide the Customer
with a solution that allows the Customer to resume live
operations on the production system.
CentralSquare will either resolve the issue or provide a resolution
plan as soon as possible and not later than twenty-four (24)
hours after notification.
Priority 2 –
Critical
CentralSquare will provide a
procedural or configuration
workaround or a code correction that
allows the Customer to resume
normal operations on the production
System.
CentralSquare will work continuously to provide the Customer
with a solution that allows the Customer to resume normal
operations on the production System.
CentralSquare will either resolve the issue or provide a resolution
plan as soon as possible and not later than thirty-six (36) hours
after notification.
Priority 3 – Non –
Critical
CentralSquare will provide a
procedural or configuration
workaround that allows the Customer
to resolve the problem.
CentralSquare will work to provide the Customer with a
resolution which may include a workaround or code correction
within a timeframe that takes into consideration the impact of
the issue on the Customer and CentralSquare’s User base.
Priority 3 issues have no defined resolution time.
Priority 4 – Minor If CentralSquare determines that a
reported Minor Priority error
requires a code correction, such
issues will be addressed in a
subsequent release when applicable.
CentralSquare will work to provide the Customer with a
resolution which may include a workaround or code correction
in a future release of the software. Priority 4 issues have no
defined resolution time.
9. Cases needing development. Support cases that require code development (e.g. writing, modifying or reviewing source
code to create new functionality, resolve issues, or improve existing features) will be transferred to the appropriate product
development team. Cases transferred to product development will be reviewed to determine the nature of the request, the
severity of the impact on the performance of the solution, and the availability of a resolution. CentralSquare reserves the
right to close out Non-Critical (Priority 3) and Minor (Priority 4) support cases, without resolution, for development items that
do not reasonably fall within the current product roadmap.
10. Non-Production Environments. CentralSquare will make commercially reasonable efforts to provide fixes to non-
production environment(s). Non-production environments are not included under the response or resolution tables provided
in this Exhibit.
10.1. Maintenance. All non-production environment resolution processes will follow the structure and schedules outlined
above for production environments.
10.2. Incidents and service requests. Non-production environment incidents are considered priority 3 or 4, dictated by
circumstances and will be prioritized and scheduled subordinate to production environment service requests.
11. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and organization
of its staff in the operation of the Software.
12. Development Work. Software support and maintenance does not include development work either (i) on software not
licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented
functionality of the Software, except such work as may be specifically purchased and outlined in the Agreement.
CentralSquare retains all intellectual property rights in development work performed and Customer may request consulting
and development work from CentralSquare as a separate billable service.
13. Technology Life Expectancy. Customer understands, acknowledges and agrees that the technology upon which the
Hardware, Solution and Third-Party Software is based changes rapidly. Customer further acknowledges that CentralSquare
will continue to improve the functionality and features of the Solution to improve legal compliance, accuracy, functionality and
usability. As a result, CentralSquare does not represent or warrant that the Hardware, Solution and/or Third-Party Software
provided to Customer under this Agreement or that the Customer Systems recommended by CentralSquare will function for
an indefinite period of time. Rather, CentralSquare and Customer may, from time to time, analyze the functionality of the
Hardware, Solution, Third-Party Software and Customer Systems in response to changes to determine whether Customer
must upgrade the same. Customer upgrades may include without limitation, the installation of a new Release, additional disk
storage and memory, and workstation and/or server upgrades. Customer upgrades may also include the installation and/or
removal of Third-Party Software. Customer is solely responsible for all costs associated with future resources and upgrades.
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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 which
remote privileged access management solution will be utilized by CentralSquare.
BeyondTrust
The BeyondTrust remote support solution may be utilized via escorted session or a jump Customer. As for an
escorted session, when an agency needs assistance from CentralSquare, the agency employee requesting assistance will
receive verbal or email communication with a session key necessary to enable remote access. If a verbal key is provided, the
user enters the session key after visiting https://securesupport.centralsquare.com.
Jump Customers are a Windows service that can be stopped/started to facilitate a support session. Connections
made via jump Customer can be active or passive. An active jump Customer is always available. A passive connection is
enabled for a specific purpose and then disabled when not used. Regardless of the option selected, CentralSquare’s support
team will arrange a BeyondTrust session to establish the jump Customer.
The jump Customer resides on the agency side on the installed device, where an agency administrator can manage.
Instructions on how to enable/disable jump Customers can be provided upon request. A sample workflow of a passive jump
Customer is provided below:
Should an agency require support from CentralSquare, a call would be placed and/or a
support ticket opened in the portal on the CentralSquare customer support website. Before
accessing the agency’s system and/or environment, the CentralSquare representative
would send a notice of connection from the CentralSquare support portal instance. This
notice can be sent to the individual at the agency that the CentralSquare representative is
working with or other designated contacts as necessary. Upon receipt of the notice of
connection, the agency personnel would enable the BeyondTrust jump Customer. The
CentralSquare representative would then be admitted to the agency’s system and/or
environment to perform the necessary task. Upon completion of the task, the CentralSquare
representative sends a notice of disconnection from the CentralSquare support portal
instance. Upon receipt of the notice of disconnection, the agency personnel would then
disable the BeyondTrust jump Customer.
Securelink
Similar to BeyondTrust’s escorted session, Securelink may be utilized via “quick connect”. To enable a quick connect
session when an agency needs assistance from CentralSquare, the Agency employee requesting assistance will enter a key
code in order to connect for screen sharing on a device.
Similar to the jump Customer methodology, SecureLink may also be utilized via “gatekeeper”. The sample workflow
description for a jump Customer provided above is substantially similar to the workflow for gatekeeper.
Summation
BeyondTrust and Securelink allow customers the ability to monitor connectivity to the customer’s network and
maintain CJIS compliance while enabling CentralSquare to perform the necessary support functions.
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EXHIBIT 4
Certificate of Insurance (Evidence of Coverage)
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EXHIBIT 5
Statement of Work
[Attached]
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RANCHO PALOS VERDES, CA: MIGRATION TO AWS CLOUD HOSTING
Overview:
CentralSquare is implementing a configurable, commercially available, off-the-shelf solution. The parties mutually
agree and acknowledge this Statement of Work (SOW) is to be a planning document, not the detailed requirements
or design of the solution. All services listed herein are being provided remotely. No training, consulting or
configuration changes or any other services not specifically listed are included in this scope.
Project Start Date
Parties agree the Project Kickoff Meeting will be scheduled within thirty (60) days from the Effective Date of the
Agreement
Services Scope
The following outlines the proposed methodology for the project management, consulting, configuration, testing,
and other services work necessary for the migration to AWS cloud. This work will include the creation of a new
AWS hosted environment that the customer will transition into at go-live. Any customizations that currently exist
in the customer’s system will not be included in this migration.
Significant tasks include:
Major Task Description
Kick Off
Remote meetings with the customer project manager and IT staff to review the current
environment and integrations. A mutually agreed-upon project schedule and timeline will be
created. Scope includes project management hours for client communications and project
monitoring.
New AWS Cloud Hosted
Environment
Creation of New Cloud Environment in AWS.
Installation
A CentralSquare technical resource will install the Community Development software that is in
the customer's production environment onto the cloud environment and migrate the customer's
database. They will then upgrade the system to the latest available production version of
Community Development available in AWS.
Data Conversion A CentralSquare Data Conversion resource will update the customer's Land Update Routine
(GTUR) & Financial Export scripts.
GIS A CentralSquare GIS consultant will migrate the current environment and alter/rewrite the Python
scripts as needed.
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Major Task Description
Consulting A CentralSquare consultant will assist with migrating merge docs and the creation of up to four
custom reports or forms, then assist the customer to go live on the new environment.
Transition to New AWS
Hosted Environment
Once the customer has officially switched over to new environment, CentralSquare creates a test
environment.
GO LIVE:
CentralSquare offers a variety of Go-Live services to augment the Customer’s staff during the transition from the
legacy product to the CentralSquare solution. The Project Managers will work together to create a Go-Live Plan to
include a schedule of events, resource allocation, communications plan, and issue log.
Requirements:
The customer's production environment should be upgraded to the latest supported version/hotfix of Community
Development in their current environment before CentralSquare begins the migration to the AWS cloud
environment. The customer will need to put in a help desk ticket to have their test environment upgraded to the
latest version of 19x. After thoroughly testing this upgrade, the production environment can be upgraded and then
moved to cloud.
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EXHIBIT 6
Intentionally Omitted
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EXHIBIT 7
Service Level Commitments
The following applies to any cloud-hosted CentralSquare software only. The following does not apply to any
on-premise software, hardware, or third-party products.
1. Service Level Commitments
A. Availability. During any calendar month, the availability of the Solution shall be no less than 99.9%, excluding
scheduled maintenance. CentralSquare shall provide Customer with prompt notification as soon as it becomes
aware of any actual or potential unscheduled downtime of the Solution, as well as continual periodic updates
during the unscheduled downtime regarding CentralSquare’s progress in remedying the unavailability and
estimated time at which the Solution shall be available.
B. Measurement. Service availability is measured as the total time that the solutions are available during each
calendar month for access by Customer (“Service Availability”). Service Availability measurement shall be
applied to the production environment only, and the points of measurement for all monitoring shall be the
servers and the internet connections at CentralSquare’s hosted environment.
C. Calculation. Service availability for a given month shall be calculated using the following calculation:
I. The total number of minutes which the service was not available in a given month shall be subtracted
from the total number of minutes available in the given month. The resulting figure is divided by the
total number of minutes available in the given month.
II. Service availability targets are subject to change due to the variance of the number of days in a
month.
III. The total number of minutes which the service was not available in a given month shall exclude
minutes associated with scheduled or emergency maintenance.
D. Remedy. If the service period target measurement is not met, then the customer shall be entitled to a credit
calculated as follows:
Service Availability in the relevant
Service Period
Percentage Reduction in Monthly Fee for the
Subsequent Service Period
Less than 99.9% 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%
E. Credit must be requested by the customer within sixty (60) days of the failed target. Any credit awarded shall
be applied to the next applicable invoice. Customer shall not be eligible for credits where customer is more
than thirty (30) days past due on their account.
2. Exceptions. The Service Level Commitments and availability stated in this Exhibit do not cover services
interruptions or performance issues that are caused by factors outside of CentralSquare or it’s hosting partner’s
control. Such factors may include, but are not limited to:
A. Internet Access. Issues relating to Customer’s internet access. Any outages, slowdowns, or other
problems related to the internet connection are explicitly disclaimed;
B. Customer’s Internal Network Issues. Issues originating from Customer’s internal network such as network
congestion, network equipment failure, or misconfigurations are explicitly disclaimed;
C. Third-Party Acts. Issues caused by the acts or omissions of third-parties, including providers of internet
services, or for issues arising from third-party software or hardware that is not provided by CentralSquare
is explicitly disclaimed;
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D. Gross Negligence or Willful Misconduct. Issues relating to the failure or delay in performance to the extent
caused by the acts or omissions of Customer or its agents constituting gross negligence or willful
misconduct are explicitly disclaimed; and,
E. Force Majeure. A force majeure event such as natural disasters, acts of God, or any other cause
constituting force majeure are explicitly disclaimed.
3. Server Performance & Capacity. The standard provisioning of storage for the cloud solutions is 1 terabyte.
If Customer requests to add additional Software, increase storage or processing requirements, and/or
request additional environments, these requests will be evaluated and if additional resources are required
to support modifications, additional fees may apply at per unit (gigabyte, hour, license, etc).
4. Releases. Customer agrees keep the software up-to-date with the cloud release cycle as determined by
centralsquare. Staying current is essential to address security, performance, and infringement issues, and is
required for receiving software support. All modifications, revisions, and updates to the software will be provided
through new releases, accompanied by documentation updates whenever the centralsquare deems necessary.
5. Non-Production Environments. Included in the subscription fee is access to the training environment during the
hours of 8:00am – 4:00pm EST, Monday through Friday. Should the Customer require extended access for items
such as internal training, CentralSquare can make exceptions provided that Customer provide reasonable
advance written notice. CentralSquare will then work with the Customer to enable access in accordance with an
agreed upon schedule.
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EXHIBIT 8
Intentionally Omitted
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