HomeMy WebLinkAbout2020-07-14; City Council; Resolution 2020-138Exhibit 1
RESOLUTION NO. 2020-138
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD,
CALIFORNIA, AUTHORIZING THE CITY MANAGER TO EXECUTE AN
AGREEMENT TO LICENSE THE LATEST VERSION OF THE CITY'S EXISTING
FINANCIAL SYSTEM, PROVIDE PROFESSIONAL SERVICES TO UPGRADE THE
FINANCIAL SYSTEM AND PROVIDE ONGOING HOSTING SERVICES FROM
CENTRALSQUARE TECHNOLOGIES, LLC. FOR A TOTAL NOT TO EXCEED
AMOUNT OF $492,004 FOR A THREE-YEAR PERIOD
WHEREAS, the City of Carlsbad has information technology systems and software that require
annual maintenance and support for effective operations and the upgrade to the latest version for the
city's financial system helps meet this need; and
WHEREAS, the City of Carlsbad currently is on version 7 and needs to upgrade to version 19 for
the financial system;
WHEREAS, CentralSquare Technologies, LLC, is the vendor of the city's financial system; and
WHEREAS, CentralSquare Technologies, LLC, has provided an agreement for the upgrade in
licenses to version 19 of the city's financial system, to provide professional services and ongoing hosting
services in an amount not to exceed $492,004 for a three-year period (Attachment A); and
WHEREAS, there are additional cost for the upgrade for backfill of staff, change management
and contingencies in the amount of $192,927; and
WHEREAS, the total for the financial systems upgrade will not exceed $684,931 over a three-
year period; and
WHEREAS, under the provisions in Carlsbad Municipal Code Section 3.28.060, Procurement of
Professional Services and Services, of the Carlsbad Municipal Code, the City Council shall be the
awarding authority for procurement of professional services and services for which the cost to the city
is more than $100,000 per agreement year; and
WHEREAS, the funding for Year 1 of the financial system upgrade in the amount of $466,148 is
available in the Innovation Fund and subsequent years operational funding will be included in the
Information Technology Department's annual budget request.
NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as
follows:
1. That the above recitations are true and correct.
2. That the City Manager is authorized to execute the agreement with CentralSquare
July 14, 2020 Item #7 Page 4 of 44
NAYS: None.
ABSENT: None.
MATT HALL, Mayor
(SEAL)
ENGLE N, City C erk
Technologies, LLC (Attachment A) for the not to exceed amount of $492,004 over
a three-year period.
3. That the financial system upgrade including the CentralSquare Technologies, LLC
agreement, back-fill of staff, change management and contingencies will not
exceed $684,931 over a three-year period.
PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of
Carlsbad on the 14th day of July 2020, by the following vote, to wit:
AYES: Hall, Blackburn, Bhat-Patel, Schumacher.
July 14, 2020 Item #7 Page 5 of 44
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
block
Limited
Carlsbad,
WHEREAS,
customers
WHEREAS,
described
as well
NOW,
good
of their
provisions
CentralSquare Solutions Agreement
This CentralSquare Solutions Agreement (the "Agreement"), effective as of the latest date shown on the signature
below (the "Effective Date"), is entered into between CentralSquare Technologies, LLC, a Delaware
Liability Company with its principal place of business in Lake Mary, FL ("CentralSquare") and the City of
California ("Customer"), together with CentralSquare , the "Parties", and each, a "Party".
CentralSquare licenses and gives access to certain software applications ("Solutions") to its
and also provides maintenance, support, migration, installation and other professional services; and
Customer desires to license and/or gain access to certain Solutions and receive professional services
herein, and CentralSquare desires to grant and provide Customer license and access to such offerings
as to support them with professional services, subject to the terms and conditions set forth in this Agreement.
THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other
and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by the signatures
duly authorized representative below, the Parties intending to be legally bound, agree to all of the following
and exhibits of this Agreement:
1000 Business Center Dr.
r—DocuSigned LlItake Mary, FL 32746
1635 Faraday Ave
Carlsbad, CA 92008
By: OmAlb GotrOta
s.-AAASRACTC1R74.24
By:
Print Name: Dani 1 o Gargiulo Print Na . cott Chadwick
Print Title: SVP Business Transformation, PA Print Title: City Manager.
Date Signed: 7/7/2020 Date Signed: (IkaiSui..V)
2. Term.
3. Fees.
1. Solution:
2.1.
Finance Enterprise and HCM Employee
Initial Term. The Initial Term of this Agreement
PA Enterprise
commences as of the Effective Date and will continue in
to the appropriation of funds by city council, unless
express provisions (the "Initial Term").
renew for additional successive one (1) year terms, not
earlier terminated pursuant to any of the Agreement's
with the Initial Term, the "Term").
of the contract by issuing a notice of non-renewal,
to the expiration of the current contract term.
by CentralSquare to Customer under this Agreement,
to the amounts and payment terms outlined in
in this Agreement have the meanings set forth below:
demand, lawsuit, arbitration, inquiry, audit, notice of
subpoena, or investigation of any nature, civil,
at law, in equity, or otherwise.
that directly or indirectly, through one or more
common control with, such Person.
consultants, contractors, and agents who are
Solutions under the rights granted to Customer pursuant
Solutions has been purchased.
Item #7 Page 6 of 44
2.2.
effect for three (3) years from such date, subject
terminated earlier pursuant to any of the Agreement's
Renewal Term. This Agreement will automatically
2.3.
to exceed a total of two one (1) year terms, unless
provisions (a "Renewal Term" and, collectively,
Non-Renewal. Either party may elect to end renewal
Customer
Exhibit
4. Definitions.
in writing, to the other party sixty (60) days prior
In consideration of the rights and services granted
shall make payments to CentralSquare pursuant
1 (the "Project Cost Summary").
Capitalized terms not otherwise defined
4.1. "Action" means any claim, action, cause of action,
violation, proceeding, litigation, citation, summons,
criminal, administrative, regulatory or other, whether
4.2. "Affiliate" of a Person means any other Person
intermediaries, controls, is controlled by, or is under
4.3. "Authorized User" means Customer's employees,
authorized by Customer to access and use the
to this Agreement, and for whom access to the
July 14, 2020
4.4. “Baseline” means the version of a Solution updated to the particular time in question through CentralSquare ’s warranty services and maintenance, but without any other modification whatsoever.
4.5. “Component System” means any one of the Solutions identified in Exhibit 1, including all copies of Source Code, Object Code and all related specifications, Documentation, technical information, and all corrections, modifications, additions, development work, improvements and enhancements to and all Intellectual Property Rights for such Component System.
4.6. "Customer Data" means information, data, and content, in any form or medium, collected, downloaded, or otherwise received, directly or indirectly from Customer, an Authorized User or end-users by or through the Solutions, provided the data is not personally identifiable and not identifiable to Customer.
4.7. “Custom Modification” means a change that CentralSquare has made at Customer’s request to any
Component System in accordance with a CentralSquare -generated specification, but without any other changes whatsoever by any Person.
4.8. "Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated by Customer or through the use of third-party services.
4.9. “Defect” means a material deviation between the Baseline Solution and its Documentation, for which Defect Customer has given CentralSquare enough information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control. Further, with regard to each Custom Modification, Defect means a material deviation between the Custom Modification and the CentralSquare generated specification and documentation for such Custom Modification, and for which Defect Customer has given CentralSquare enough information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control.
4.10. "Documentation" means any manuals, instructions, or other documents or materials that CentralSquare provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Solutions, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof.
4.11. “Enhancements” means general release (as opposed to custom) changes to a Baseline Component System or Custom Modification which increase the functionality of the Baseline Component System or Custom Modification in question.
4.12. "Harmful Code" means any software, hardware, device or other technology, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Solutions as intended by this Agreement.
4.13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
4.14. “Maintenance” means optimization, error correction, modifications, and updates to CentralSquare Systems to correct any known Defects and improve performance. Maintenance will be provided for each Component System, the hours and details of which are described in Exhibit 2 (“Support Standards”).
4.15. “New Releases” means new editions of a Baseline Component System or Custom Modification.
4.16. “Person” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity.
4.17. "Personal Information" means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located. Personal Information includes all "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, "protected health information" as defined under the Health and Insurance Portability and Accountability Act of 1996, "Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing.
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 7 of 44
4.18. “Professional Services” means installation, implementation, development work, training or consulting services including custom modification programming, support relating to custom modifications, on-site support services, assistance with data transfers, system restarts and reinstallations provided by CentralSquare.
4.19. “Representatives" means, with respect to a Party, that Party's employees, officers, directors, agents, subcontractors, and legal advisors.
4.20. "CentralSquare Personnel" means all individuals involved in the performance of Support Services and Professional Services as employees, agents, Subcontractors or independent contractors of CentralSquare.
4.21. "Solutions" means the Component Systems, Documentation, Custom Modifications, development work,
CentralSquare Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, provided or used by CentralSquare or any Subcontractor in connection with Professional Services or Support Services rendered under this Agreement.
4.22. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of CentralSquare to deliver Solutions, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by CentralSquare or through the use of third-party services.
4.23. “Support Services” means Maintenance, Enhancements, implementation of New Releases, and general support efforts to respond to incidents reported by Customer in accordance with the detailed Support Standards outlined in Exhibit 2.
4.24. "Third-Party Materials" means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, related services, equipment, or components of or relating to the Solutions that are not proprietary to CentralSquare.
5. License, Access & Services and Audit.
5.1. Access and Scope of Use. Subject to and conditioned on Customer and their Authorized Users' compliance with the terms and conditions of this Agreement, CentralSquare hereby grants Customer a non-exclusive, non-transferable right to access and use the Solutions, solely by Authorized Users. Such use is limited to Customer's internal use.
5.2. Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-sublicenseable, non-transferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Solutions.
5.3. Audit. Customer shall maintain for a reasonable period of time, but not less than three (3) years after expiration or termination of this Agreement, the systems, books, and records necessary to accurately reflect compliance with software licenses and the use thereof under this Agreement. Upon request, Customer shall permit CentralSquare and its directors, officers, employees, and agents to have on-site access at Customer’s premises (or remote access as the case may be) during normal business hours to such systems, books, and records for the purpose of verifying such licensed use the performance of such obligations and amounts. Customer shall render reasonable cooperation to CentralSquare as requested. If as a result of any audit or inspection CentralSquare substantiates a deficiency or non-compliance, Customer shall promptly reimburse CentralSquare for all its costs and expenses incurred to conduct such audit or inspection and be required to pay for any delinquencies in compliance with software licenses.
5.4. Service and System Control. Except as otherwise expressly provided in this Agreement:
5.4.1. CentralSquare has and will retain sole control over the operation, provision, maintenance, and management of the Solutions; and
5.4.2. Customer has and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for access to and use of the Solutions by any Person by or through the Customer Systems or other means controlled by Customer or any Authorized User, including any reports or results obtained from any use of the Solutions, and conclusions, decisions, or actions based on such use.
5.5. Limitations. Customer must provide CentralSquare with such facilities, equipment and support as are
reasonably necessary for CentralSquare to perform its obligations under this Agreement, including, if
required by CentralSquare, remote access to the Customer Systems. CentralSquare is not responsible
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 8 of 44
or liable for any delay or failure of performance caused in whole or in part by any Customer delay or
Customer’s failure to perform any obligations under this Agreement.
5.6. Exceptions. CentralSquare has no obligation to provide Support Services relating to any Defect with the
Solutions that, in whole or in part, arise out of or result from any of the following:
5.6.1. software, or media on which provided, that is modified or damaged by Customer or third-party;
5.6.2. any operation or use of, or other activity relating to, the Solutions other than as specified in the
Documentation, including any incorporation, or combination, operation or use of the Solutions in
or with, any technology (software, hardware, firmware, system, or network) or service not
specified for Customer's use in the Documentation;
5.6.3. any negligence, abuse, misapplication, or misuse of the Solution other than by CentralSquare
personnel, including any Customer use of the Solution other than as specified in the
Documentation or expressly authorized in writing by CentralSquare;
5.6.4. any Customer's failure to promptly install any New Releases that CentralSquare has previously
made available to Customer;
5.6.5. the operation of, or access to, Customer's or a third-party's system, materials or network;
5.6.6. any relocation of the Solution other than by CentralSquare personnel;
5.6.7. any beta software, software that CentralSquare makes available for testing or demonstration
purposes, temporary software modules, or software for which CentralSquare does not receive a
fee;
5.6.8. any breach of or noncompliance with any provision of this Agreement by Customer or any of its
Representatives or any Force Majeure Event (including abnormal physical or electrical stress).
5.7. Reservation of Rights. Except for the specified rights outlined in this Section, nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Support Services, Professional Services, Solutions, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in the Solutions, and the Third-Party Materials are and will remain with CentralSquare and the respective rights holders.
5.8. Changes. CentralSquare reserves the right, in its sole discretion, to make any changes to the Support Services and Solutions that it deems necessary or useful to: (a) maintain or enhance the quality or delivery of CentralSquare 's services to its customers, the competitive strength of or market for CentralSquare's services, or the Support Services' cost efficiency or performance; or (b) to comply with applicable law. Without limiting the foregoing, either Party may, at any time during the Term, request in writing changes to particular Support Services, Professional Services or their product suite of Solutions. The parties shall evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until memorialized in either a CentralSquare issued Add-On Quote signed by the Customer, or a written change order or amendment to this agreement signed by both parties.
5.9. Subcontractors. CentralSquare may from time to time in its discretion engage third parties to perform Professional Services or Support Services (each, a "Subcontractor"). CentralSquare will notify the Customer prior to engaging third parties to perform Professional Services or Support Services.
5.10. Security Measures. The Solution may contain technological measures designed to prevent unauthorized or illegal use of the Solution. Customer acknowledges and agrees that: (a) CentralSquare may use these and other lawful measures to verify compliance with the terms of this Agreement and enforce CentralSquare ’s rights, including all Intellectual Property Rights, in and to the Solution; (b) CentralSquare may deny any individual access to and/or use of the Solution if CentralSquare, in its reasonable discretion, believes that person’s use of the Solution would violate any provision of this Agreement, regardless of whether Customer designated that person as an Authorized User; and (c) CentralSquare may collect, maintain, process, use and disclose technical, diagnostic and related non-identifiable data gathered periodically which may lead to improvements in the performance and security of the Solutions.
6. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Solutions except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits:
6.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any Person,
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 9 of 44
including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
6.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Solutions, in whole or in part;
6.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other than by an Authorized User through the use of his or her own then valid access;
6.4. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
6.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the CentralSquare Systems, or CentralSquare 's provision of services to any third-party, in whole or in part;
6.6. remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Documentation or Solutions, including any copy thereof;
6.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third-party, or that violates any applicable law;
6.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development, provision, or use of a competing software service or product or any other purpose that is to CentralSquare's detriment or commercial disadvantage or otherwise access or use the Solutions beyond the scope of the authorization granted under this Section.
7. Customer Obligations.
7.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair all Customer Systems on or through which the Solutions are accessed or used; (b) provide CentralSquare Personnel with such supervised access to Customer's premises and Customer Systems as is necessary for CentralSquare to perform the Support Services in accordance with the Support Standards and Specifications; and (c) provide all cooperation as CentralSquare may reasonably request to enable CentralSquare to exercise its rights and perform its obligations under and in connection with this Agreement.
7.2. Effect of Customer Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement.
7.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 6, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Solutions and permanently erasing from their systems and destroying any data to which any of them gained unauthorized access); and (b) notify CentralSquare of any such actual or threatened activity.
8. Professional Services.
8.1. Compliance with Customer Policies. While CentralSquare Personnel are performing services at Customer's site, CentralSquare will ensure that such personnel comply with Customer’s reasonable security procedures and site policies that are generally applicable to Customer’s other suppliers providing similar services and that have been provided to CentralSquare in writing or in advance. Customer shall promptly reimburse CentralSquare for any out-of-pocket costs incurred in complying with such procedures and policies.
8.2. Contributed Material. In the process of CentralSquare’s performing Professional Services, Customer may, from time to time, provide CentralSquare with designs, plans, or specifications, improvements, works or other material for inclusion in, or making modifications to, the Solutions, the Documentation or any other deliverables (“Contributed Material”). Customer grants to CentralSquare a nonexclusive, irrevocable, perpetual, transferable right, without the payment of any royalties or other compensation of any kind and without the right of attribution, for CentralSquare, CentralSquare’s Affiliates and CentralSquare’s licensees to make, use, sell and create derivative works of the Contributed Material.
9. Confidentiality. Confidential Information. Each Party possesses certain non-public proprietary information, which has economic value and is protected with reasonable safeguards to maintain its secrecy ("Confidential Information"). Confidential Information may include, but is not limited to any financial data, business and other
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 10 of 44
plans, specifications, equipment designs, electronic configurations, design information, product architecture algorithms, quality assurance plans, inventions (whether or not the subject of pending patent applications), ideas, discoveries, formulae, models, requirements, standards, trade and manufacturing secrets, drawings, samples, devices, demonstrations, technical information, as well as any and all intellectual and industrial property rights contained therein or in relation thereto. CentralSquare shall own the copyrights, trade secrets, patent rights and other proprietary rights in and may use without restriction knowledge, information, ideas, methods, know-how, and copyrightable expression learned or acquired. Confidential Information will be disclosed either: (i) in writing and conspicuously marked with a restrictive legend identifying it as being a Party's Confidential Information; or (ii) orally or visually and identified at the time of disclosure as Confidential Information and subsequently confirmed in writing by the disclosing Party within fifteen (15) days after such disclosure specifically identifying that portion of information that is Confidential Information. Customer shall not sell, transfer, publish, disclose or otherwise make available any portion of the Software or its associated documentation to others. Customer shall use its reasonable best efforts to cooperate with and assist CentralSquare in identifying and preventing any unauthorized use, copying or disclosure of the Software or any portion thereof or any of the algorithms or logic contained therein or any other deliverables.
9.1. Compelled Disclosures. If the either Party or any of its Representatives is compelled by applicable law to disclose any Confidential Information then, to the extent permitted by law, that Party shall: (a) promptly, and prior to such disclosure, notify the other Party in writing of such requirement so that they can seek a protective order or other remedy or waive its rights under Section .3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section, the Receiving Party remains required by law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that the Receiving Party is legally required to disclose.
9.2. Upon expiration or termination of this Agreement, or upon demand by CentralSquare, Customer shall (i) return to CentralSquare all copies of CentralSquare's Confidential Information in Customer's possession
or under CentralSquare's control, or (ii) destroy all copies of CentralSquare's Confidential Information in Customer’s possession and so certify such destruction to CentralSquare in writing. Notwithstanding the foregoing, Customer may retain data or records in electronic form containing Confidential Information for the purposes of backup, recovery, contingency planning, or business continuity planning, so long as such data or records, to the extent not permanently deleted or overwritten in the ordinary course of business, are not accessible in the ordinary course of business and are not accessed except as required by
Customer only for backup, recovery, contingency planning, or business continuity purposes.
9.3. Upon expiration or termination of this Agreement, or upon demand by Customer, CentralSquare shall
provide to Customer copies of all data and supporting electronic file attachments.
10. Security.
10.1. CentralSquare will implement commercially reasonable administrative, technical and physical safeguards
designed to ensure the security and confidentiality of Customer Data, protect against any anticipated
threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access
or use of Customer Data. CentralSquare will review and test such safeguards on no less than an annual
basis.
10.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical and
procedural access controls and system security requirements and devices, necessary for data privacy,
confidentiality, integrity, authorization, authentication and non-repudiation and virus detection and
eradication.
10.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall
maintain agreements with such Authorized Users that adequately protect the confidentiality and
Intellectual Property Rights of CentralSquare in the Solutions and Documentation, and disclaim any
liability or responsibility of CentralSquare with respect to such Authorized Users.
11. Personal Data. If CentralSquare processes or otherwise has access to any personal data or personal
information on Customer’s behalf when performing CentralSquare’s obligations under this Agreement, then:
11.1. Customer shall be the data controller (where “data controller” means an entity which alone or jointly with
others determines purposes for which and the manner in which any personal data are, or are to be,
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 11 of 44
processed) and CentralSquare shall be a data processor (where “data processor” means an entity which
processes the data only on behalf of the data controller and not for any purposes of its own);
11.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant
personal data or personal information to CentralSquare so that CentralSquare may lawfully use, process
and transfer the personal data and personal information in accordance with this Agreement on
Customer’s behalf, which may include CentralSquare processing and transferring the relevant personal
data or personal information outside the country where Customer and the Authorized Users are located
in order for CentralSquare to provide the Solutions and perform its other obligations under this Agreement;
and
11.3. CentralSquare shall process personal data and information only in accordance with lawful and reasonable
instructions given by Customer and as set out in and in accordance with the terms of this Agreement; and
11.4. Each Party shall take appropriate technical and organizational measures against unauthorized or
unlawful processing of the personal data and personal information or its accidental loss, destruction or
damage so that, having regard to the state of technological development and the cost of implementing
any measures, the measures taken ensure a level of security appropriate to the harm that might result
from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to
the personal data and personal information and the nature of the personal data and personal information
being protected. If necessary, the parties will cooperate to document these measures taken.
12. Representations and Warranties.
12.1. LIMITED WARRANTY. CentralSquare warrants that it owns or otherwise has the rights in the Software and has the right to license the Software as described in this Agreement. CentralSquare further warrants
and represents that the CentralSquare Software does not contain any “back door”, “time bomb”, “Trojan horse”, “worm”, “drop dead device” or other program routine or hardware device inserted and intended by CentralSquare to provide a means of unauthorized access to, or a means of disabling or erasing any computer program or data, or otherwise disabling the CentralSquare Software. Nothing herein shall be
deemed to constitute a warranty against viruses. The provisions of section and its subsections below, shall constitute the agreement of the Parties with respect to viruses. Customer’s sole remedy with respect
to the foregoing warranty shall be to receive an Update to the CentralSquare Software that does not contain any of the above-described routines or devices.
12.2. DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH ABOVE, CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO THE SOLUTIONS, PROFESSIONAL SERVICES, SUPPORT SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHER, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEMENT. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT THAT A SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY OWNER. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE’S WARRANTY UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF.
13. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by United States registered or certified mail, return receipt requested; transmitted by facsimile or email confirmed by United States first class mail, or sent by overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the
Party may subsequently designate for its receipt of notices in writing by the other Party.
If to
CentralSquare :
CentralSquare 1000 Business Center Dr. Lake Mary, FL 32746
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 12 of 44
Phone: 407-304-3235 email: info@CentralSquare .com Attention: Senior Counsel / Contracts Department If to Customer: City of Carlsbad, California 1635 Faraday Ave Carlsbad, CA 92008 Phone: 760-602-2498 email: brent.gerber@carlsbadca.gov Attention: Brent Gerber 14. Force Majeure. Neither Party shall be responsible for failure to fulfill its obligations hereunder or liable for
damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster,
delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of
Equipment, software, or services from suppliers, default of a subcontractor or vendor to the Party if such default
arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of
the other Party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other
occurrences beyond the Party’s reasonable control (“Excusable Delay” hereunder). In the event of such
Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary
to compensate for such delay.
15. Indemnification.
15.1. CentralSquare Indemnification. CentralSquare shall indemnify, defend, and hold harmless Customer from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or any subcontractor as a result of CentralSquare’s or any subcontractor’s performance pursuant to this Agreement; however, CentralSquare shall not be required to indemnify Customer for any claims or actions caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents or contractors, CentralSquare’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.
15.2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless CentralSquare from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or negligent act, error or omission of Customer, its employees, agents, contractors, or any subcontractor as a result of Customer’s or any subcontractor’s performance pursuant to this Agreement; however, Customer shall not be required to indemnify CentralSquare for any claims or actions caused to the extent of the negligence or wrongful act of CentralSquare, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability results from or is contributed to by the actions or omissions of CentralSquare, or its employees, agents or contractors, Customer’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault.
15.3. Sole Remedy. THIS SECTION SETS FORTH CUSTOMER'S SOLE REMEDIES AND CENTRALSQUARE'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND SOLUTIONS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD-PARTY.
16. Termination. This Agreement may be terminated:
16.1. For cause by either Party, effective on written notice to the other Party, if the other Party materially breaches this Agreement and: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such breach.
16.2. For lack of payment by written notice to Customer, if Customer’s failure to pay amounts due under this Agreement has continued more than ninety (90) days after delivery of written notice of non-payment.
16.3. For convenience by Customer, effective upon sixty (60) days written notice to CentralSquare.
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 13 of 44
17. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:
17.1. Upon the expiration or earlier termination of this Agreement, each Party shall continue to hold such
Confidential Information in confidence pursuant to Section 9; and
17.2. Upon the expiration of this Agreement, each Party shall pay to the other all amounts accrued prior to and through the date of termination of this Agreement.
18. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all of CentralSquare’s assets, CentralSquare may assign this Agreement to an entity ready, willing and able to perform CentralSquare’s executory obligations hereunder, as evidenced by an express written assumption of the obligations hereunder by the assignee.
19. Dispute Resolution.
19.1. Exclusive Dispute Resolution Mechanism. The Parties agree to resolve any dispute, controversy, or claim arising out of or relating to this Agreement (each, a "Dispute"), exclusively under the provisions of this Section. Either Party may seek interim or provisional relief in any court of competent jurisdiction in San Diego County, California, if necessary, to protect the rights or property of that Party.
19.2. Good Faith Negotiations. The Parties agree to send written notice to the other Party of any Dispute (“Dispute Notice”). After the other Party receives the Dispute Notice, the parties agree to undertake good faith negotiation between themselves to resolve the Dispute. Each Party shall be responsible for its associated travel costs. The parties agree to attend no fewer than three negotiation sessions attended by Vice Presidents of each Party (or employees of equivalent or superior position).
19.3. Escalation to Mediation. If the Parties cannot resolve any Dispute during the good faith negotiations either Party may initiate mediation under Section 19.4.
19.4. Mediation. Subject to Sections 19.2 and 19.3, the Parties may escalate a Dispute to a mutually agreed to mediator. Parties agree to act in good faith in selecting a neutral mediator and in scheduling the mediation proceedings. The parties agree to use commercially reasonable efforts in participating in the mediation. The parties agree the mediator’s fees and expenses, and the mediator’s costs incidental to the mediation will be shared equally between the parties. The parties shall bear their own fees, expenses, and costs.
19.5. Confidential Mediation. The Parties further agree all written or oral offers, promises, conduct, and statements made in the course of the mediation are confidential, privileged, and inadmissible for any purpose in any litigation, arbitration or other proceeding involving the Parties. However, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation.
19.6. Litigation as a Final Resort. If the Parties cannot resolve a Dispute through mediation, then once an impasse is issued by the mediator either Party may commence litigation. The resolution of the Dispute is governed by the laws the State of California and the venue for any litigation between the parties is in any court of competent jurisdiction in San Diego County, California.
20. Waiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such Party thereafter to enforce such provisions. If any provision of this Agreement is found to be unenforceable, that provision will be enforced to the maximum extent possible, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
21. LIABILITY. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY, AND REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE, OR OTHERWISE:
21.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSSES OF PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, REPUTATION, AND MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 14 of 44
21.2. CENTRALSQUARE’S OR CUSTOMER’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT(S) ACTUALLY PAID BY CUSTOMER TO CENTRALSQUARE HEREUNDER FOR THE LAST TWELVE MONTHS.
22. Third-Party Materials. CentralSquare may from time to time, in its discretion engage third parties to perform services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides front-line support services for third parties, but these third parties assume all responsibility and liability in connection with the third-party software, equipment, or related services. CentralSquare is not authorized to make any representations or warranties that are binding upon the third-party or to engage in any other acts that are binding upon the third-party, excepting specifically that CentralSquare is authorized to represent third-party fees in the Agreement and to accept payment of such amounts from Customer on behalf of the third-party for as long as such third-party authorizes CentralSquare to do so. As a condition precedent to installing or accessing any third-party Materials, Customer may be required to execute a click-through, shrink-wrap End User License Agreement (EULA) or similar agreement provided by the Third-Party Materials provider. All third-party materials are provided “as-is” and any representation or warranty concerning them is strictly between Customer and the third-party.
23. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference, constitutes the entire agreement between the Parties with respect to the subject matter. These documents supersede and merge all previous and contemporaneous proposals of sale, communications, representations, understandings and agreements, whether oral or written, between the Parties with respect to the subject hereof. This Agreement may not be modified except by a writing subscribed to by authorized representatives of both Parties.
24. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.
25. Counterparts. This Amendment may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. This Amendment shall be considered properly executed by a Party if executed by that Party and transmitted by facsimile or other electronic means including, without limitation, Docusign, Tagged Image Format Files (TIFF), or Portable Document Format (PDF).
26. Material Adverse Change. If any Law, Regulatory Approval, applicable standard, process, OEM requirement is changed or comes into force after the Effective Date, including but not limited to PCI standards (collectively, a “Material Adverse Change”), which is not explicitly addressed within this Agreement and results in significant
extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet, discuss in good faith, and agree upon reducing the technical, operational, and/or commercial impact of such Material Adverse Change.
27. Cooperative Purchases. This Contract may be used by other government agencies. CentralSquare has agreed to offer similar services to other agencies under the same terms and conditions as stated herein except that the compensation may be negotiated between CentralSquare and other agencies based on the specific revenue expectations, agency reimbursed costs, and other agency requirements. The Customer will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases by such agencies.
28. Order of Precedence.
28.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, then the following priority shall prevail:
28.1.1. The main body of this Agreement and any associated amendments or change orders.
28.1.2. The attached Exhibits to this Agreement.
28.1.3. Purchase Orders placed with CentralSquare in accordance with this Agreement.
Customer’s purchase terms and conditions or CentralSquare’s sales terms and conditions are not applicable and shall have no force and effect, whether referenced or not in any document in relation to this Agreement.
28.2. Incorporated Exhibits to this Agreement:
Exhibit 1 – Project Cost Summary
Exhibit 2 - Maintenance & Support Standards
Exhibit 3 – Travel Expense Guidelines
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 15 of 44
Exhibit 4 – Insurance Requirements
Exhibit 5 – Scope of Work
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 16 of 44
EXHIBIT 1
Project Cost Summary
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 17 of 44
Travel, meals, and incidentals (not to exceed): $12,000
PAYMENT TERMS:
ONE TIME FEES
a. One Time Cloud Start-Up Fees are due: 100% on the Execution Date.
b. Superion Professional Services Fees are due as follows:
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 18 of 44
c. Third Party Professional Services Fees are due: Not applicable for this Agreement.
Superion
Professional
Services Fees
are due as
follows: Milestone
Payment
Milestone Description Percent of Services
1 Kick Off Complete
The project kickoff meeting is scheduled within 30 days of contract
signing as an onsite engagement. The purpose is to review all contract
documents, statement of work, and discuss overall project
organization. Kickoff is considered complete once the onsite meeting
has occurred and meeting minutes have been provided. A proof of
delivery (POD) will be provided to the customer to acknowledge the
completion of the kickoff meeting with the Customer triggering
milestone invoicing.
10%
2 Baseline Project
Schedule Provided
The baseline project schedule is developed, inclusive of all deliverables
detailed in the SOW, within the first 60 days of the project through
careful planning with both the CentralSquare project manager and the
CUSTOMER project manager. The baseline project schedule is
considered to be the initial agreed upon schedule for the project,
inclusive of all tasks from both project teams. Once the baseline
project schedule has been delivered, this task is considered
complete. (Note, project schedules often will change over the course
of the project. This task is tied to the initial baseline scheduled.) A
proof of delivery (POD) will be provided to the customer to
acknowledge the delivery of the baseline project schedule triggering
milestone invoicing.
10%
3
User Acceptance
Testing/Integration
Testing
Once data migration is complete and all modules are online, the
CentralSquare team alongside the CUSTOMER will participate in
comprehensive user acceptance testing which includes end-to-end
testing of all licensed modules within OneSolution, validation of data
migration and testing of all integrations. This testing is considered
complete when the engagement for testing has concluded, results
have been provided to the customer and no urgent or critical errors
exist. A proof of delivery (POD) is provided to the customer to
acknowledge the delivery of the testing results, triggering milestone
invoicing.
30%
4 Training
System Admin and End-User training for CUSTOMER staff is considered
complete once 80% of the participants, as identified and documented
in the planning phase of the project, have passed the training program.
A proof of delivery (POD) is provided to the customer to acknowledge
the 80% completion of System Admin and End-User training, triggering
milestone invoicing.
20%
5 Go Live
Customer is considered Live on the applications, including data
conversion and integrations, after 15 consecutive days of live
operations in a production environment with no urgent or critical error
codes recorded. A proof of delivery (POD) will be provided to the
customer to acknowledge the Go Live activities triggering milestone
invoicing.
30%
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 19 of 44
d. Travel: travel expenses will be invoiced on an actual basis in compliance with Central Square’s Travel Policy
(Exhibit 3). RECURRING FEES
e. The Annual Subscription Access Fee is due based upon the payment table above. The first year’s pro-rata Subscription Access Fee shall be due upon execution, and annually thereafter by July 1 of each successive subscription period. Annual Support & Maintenance Fees are included in the Total Annual Subscription and
Hosting Fees:
i. End Billing with Continued Support. Upon commencement of billing for the Annual Access Fee, Customer
acknowledges the termination of the current maintenance billing structure for any legacy products that will
be effectively replaced by modules listed in Exhibit 1. Superion shall continue to provide Customer with
Support of these products until the transition to a new environment is complete.
ii. Credit. A credit in the amount of the unused portion of Maintenance paid by Customer, if any, shall be
applied towards Customer’s first Subscription Fee. The unused portion of paid Maintenance will consist
of the amount unused as of Execution Date.
f. Third Party Subscription & Access Fees: Third party Subscription & Access fees are due based upon the
payment table above. The first year’s pro-rata Subscription Access Fee shall be due upon execution, and annually thereafter by July 1 of each successive subscription period. ANCILLARY FEES
g. Reimbursement of travel and living expenses will be governed by Exhibit 3 (“Travel Expense Guidelines”)
attached hereto and will be invoiced monthly in arrears and due within thirty (30) days from date of invoice.
h. 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 Superion valid proof of exemption; otherwise, Superion will invoice Customer
and Customer will pay to Superion all such tax amounts.
If Customer fails to make any payment when due, then Superion may charge interest on the past due amount
at the rate of 1.5% per month calculated daily and compounded monthly, or, if lower, the highest rate
permitted under applicable law; and If such failure continues for 90 days following written notice thereof,
Superion may suspend performance or access until past due amounts have been paid.
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 20 of 44
EXHIBIT 2
Support Standards
1. CentralSquare Cloud Security Program
1.1. Access & Continuity. Logical access restrictions include VLAN data segregation, extensive deny-by-default access control lists, and Multi-Factor authentication required for System Administration. Business continuity is prioritized via daily encrypted backup stored offsite, virtual tape backup technology to counter loss of physical media, and full replication to disaster recovery site, with redundancy an availability through multiple carriers.
1.2. Security & Monitoring. SSL and IPSEC VPN with 256 bit encryption, web application firewalls, multi-layered infrastructure model with recorded internal and external CCTV, card access control, best of breed HVAC/fire suppression/physical security, and backed by 24-7 x 365 monitoring by a staffed operations facility for: Intrusion detection & prevention, DDOS mitigation, and automated network incident creation and escalation.
1.3. Testing, Audits & Compliance. third-party internal, external, perimeter vulnerability and penetration testing. Centrally managed patching, OS hardening program, and endpoint protection on all servers. Industry standard compliance includes annual completion of: SSAE18/ISAE Data Center Audit, SSAE18 Operations Audit, PCI-DSS Compliance Audit, Vulnerability Testing & CVSS Audit, and Control Self-Assessment Audit.
2. Service Level Commitments
2.1. Target. In each Service Period, the target for availability of the Solutions is 99.9% (“Availability Target”). “Service Period” means 24 hours per day Monday through Sunday each calendar month that Customer receives the Solutions, excluding Sundays between 12:00 AM and 12:00 PM Eastern Time for scheduled maintenance. During this time, Customers may experience intermittent interruptions. CentralSquare will make commercially reasonable efforts to minimize the frequency and duration of these interruptions and CentralSquare will notify the Customer if the entire maintenance window will be required.
2.2. Support Terms. Beginning on the Execution Date and continuing for twelve (12) months thereafter (“Initial Support Term”), CentralSquare shall provide the ongoing Support Services described herein for the corresponding Fees outlined in Exhibit 1. Upon expiration of the Initial Support Term, ongoing Support Services shall automatically renew, with customer paying for additional annual support periods, each a (“Renewal Support Term”). This renewal will continue for up to two one-year terms or until termination of this Agreement provided that, CentralSquare shall not give notice of termination if it would be effective prior to a period equal to two times the Agreement’s Initial Term.
2.3. Measurement. Service availability is measured as the total time that the Solutions are available during each Service Period for access by Customer (“Service Availability”). Service Availability measurement shall be
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 21 of 44
applied to the production environment, and the points of measurement for all monitoring shall be the servers
and the Internet connections at CentralSquare ’s hosted environment. CentralSquare has technology monitoring, measuring, and recording Service Availability. The Customer, at their discretion, may also employ
monitoring tools, not to override CentralSquare ’s measurements for the purposes of calculating Service Availability. Additionally, the use must be:
2.3.1.1. mutually agreed upon by CentralSquare and the Customer.
2.3.1.2. paid, installed and maintained by the Customer.
2.3.1.3. non-invasive and may not reside on CentralSquare ’s systems.
2.4. Calculation. Service Availability for a given month shall be calculated using the following calculation:
2.4.1. The total number of minutes which the service was NOT available in a given month shall be subtracted from the total number of minutes available in the given month. The resulting figure is divided by the
total number of minutes available in the given month.
2.4.2. Service Availability Targets are subject to change due to the variance of the number of days in a month.
2.4.3. The total number of minutes which the service was NOT available in a given month shall exclude minutes associated with scheduled or emergency maintenance.
2.5. Remedy. If the Service Period target measurement is not met then the Customer shall be entitled to a credit calculated as follows:
Service Availability in the relevant 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%
2.6. If not directly reported by CentralSquare , Credit entitlement must be requested by the Customer within sixty (60) days of the failed Target. Customer shall not be entitled to offset any monthly Solutions fee payments, nor withhold fee payments, on account of a pending credit. Customer shall not be eligible for credits for any period
where Customer is more than thirty (30) days past due on their account. CentralSquare will provide reporting, showing performance and service levels.
3. Server Performance & Capacity.
3.1. CentralSquare shall provide sufficient server capacity for the duration of this hosting Agreement to meet the
reasonable performance requirements for the number of concurrent system users provided for in this Agreement. If the Customer requests, at some later date, to add additional Solutions, increase user licenses,
increase storage or processing requirements, and/or request additional environments, these requests will be evaluated and if additional resources are required to support modifications, additional fees may apply.
3.2. “In-network” is defined as any point between which the data packet enters the CentralSquare environment and subsequently departs the CentralSquare environment. Any point of communications outside of the CentralSquare protected network environment shall be deemed as “out-of-network.” CentralSquare is not responsible for Internet connectivity and/or performance out-of-network.
4. System Maintenance.
4.1. Solutions maintenance and upgrades. CentralSquare will provide all hosted systems and network maintenance
as deemed appropriate and necessary by CentralSquare. Maintenance and upgrades will be scheduled in advance with the Customer’s primary contact if they fall outside of the designated hours set aside for this
function of Sundays from 12:00AM to 12:00 PM.
4.2. Hardware maintenance and upgrades. Hardware maintenance and upgrades will be performed outside of the
Customer’s standard business hours of operation and the Customer will be notified prior to the upgrade.
4.3. Emergency maintenance. Emergency situations will be handled on a case-by-case basis in such a manner as
to cause the least possible disruption to overall system operations and availability without negatively affecting system stability and integrity. CentralSquare will attempt to notify the Customer promptly, however if no contact can be made, CentralSquare management may deem it necessary to move forward with the emergency maintenance.
5. Incident Response. Incidents are defined as interruptions to existing service and can range in priority from urgent
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 22 of 44
to low depending on the impact to the Customer. CentralSquare will make commercially reasonable efforts to
respond to Solutions incidents for live production systems using the following guidelines:
Priority Level
Impact Description Performance Target Minimum Performance Goal %
1 Urgent An Incident that results in loss of Customer
connectivity to all of the Solutions or results in loss, corruption or damage to
Customer’s Data.
CentralSquare will
respond within 1 hour of the issue being
reported.
95%
2 Critical An Incident that has an adverse material impact on the performance of the Solutions or materially restricts Customer’s day-to-day operations.
CentralSquare will respond within 2 hours of the issue being reported.
95%
3 Non-Critical An Incident that does not result in a failure of the Solutions but a fault exists that
restricts the Customer’s use of the Solutions.
CentralSquare will respond within 4 hours
of the issue being reported.
95%
4 Minor An Incident that does not affect or which has minimal adverse impact on the use of the Solutions.
CentralSquare will respond within 24 hours of the issue being reported.
95%
5.1. Measurement. CentralSquare shall track and report on response and resolution time for application and hosting support issues identified by the Customer.
6. Disaster Recovery. CentralSquare provides disaster recovery services for Solutions. The costs for these disaster recovery services are included in the monthly fees. In the event that a disaster renders the Customer’s data center is inaccessible or rendered non-functional, CentralSquare will provide the ability to connect to the appropriate data center using software provided by CentralSquare within 24 hours of the incident. This will allow the Customer to connect to their systems from a remote site to the previously identified critical functions, however functionality may be diminished due to lack of access to hardware and/or software located in the Customer’s facilities.
7. Exceptions. CentralSquare shall not be responsible for failure to carry out its service and maintenance obligations under this Agreement if the failure is caused by adverse impact due to:
7.1. defectiveness of the Customer’s environment, Customer’s systems, or due to Customer corrupt, incomplete, or inaccurate data reported to the Solutions, or documented Defect.
7.2. denial of reasonable access to Customer’s system or premises preventing CentralSquare from addressing the issue.
7.3. material changes made to the usage of the Solutions by Customer where CentralSquare has not agreed to such changes in advance and in writing or the modification or alteration, in any way, by Customer or its subcontractors, of communications links necessary to the proper performance of the Solutions.
7.4. a force majeure event, or the negligence, intentional acts, or omissions of Customer or its agents.
8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For critical impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved.
9. Service Requests. Service requests are new requests that will take less than 8 hours to accomplish. For new requests that require additional time, CentralSquare will prioritize these requests, and determine if extra time is needed to order equipment or software.
10. Non-Production Environments. CentralSquare will make commercially reasonable efforts to provide non-production environment(s) during Customer business hours. Non-production environments are not included under the metrics or service credit schedules discussed in this Exhibit.
10.1. Maintenance. All forms of maintenance to be performed on non-production environments will follow the exact structure and schedules outlined above in Section 3 for regular System Maintenance.
10.2. Incidents and service requests. Non-production environment incidents are considered priority 3 or 4, dictated by circumstances and will be prioritized and scheduled similar to production service requests.
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 23 of 44
11. Responsibility Summary Matrix.
Responsibility Summary Matrix
Description CentralSquare
Responsibility
Customer
Responsibility
ASP Server Hardware management X
ASP Server File system management X
ASP Server OS upgrades and maintenance X
ASP Database product upgrades and maintenance X
ASP third-party product upgrades and maintenance X
Application Update Installation
Request to install application updates X
Installation of application updates X
ASP Backup Management X
Data and or File restoration
Request to restore data and or files X
Restoration of data and or files X
Network
ASP Network up to and including the router at CentralSquare ’s location X
ASP Router at Customer’s location X Customer’s network up to the router at Customer’s location X Customer Workstations X System Performance X X Add/Change users User add/change requests X User add/change implementation for System Access X User add/change implementation for Solutions X Add/Change Printers Printer add/change requests X Printer add/change implementation on ASP network X Printer add/change implementation for Solutions X Disaster Recovery X Password Management X X Application Management Application Configuration X Application Security Management X Accuracy and Control of Data X Security Intrusion and Penetration Testing X
12. Virtual Private Network (VPN) Concentrator. If Customer’s desired system configuration requires the use of a
VPN concentrator, including router, this will be provided by customer.
13. Customer Cooperation. Customer may be asked to perform problem determination activities as suggested by
CentralSquare . Problem determination activities may include capturing error messages, documenting steps taken and collecting configuration information. Customer may also be requested to perform resolution activities including,
for example, modification of processes. Customer agrees to cooperate with such requests, if reasonable.
14. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and
organization of its staff in the operation of the Solutions.
15. Development Work. The Support Standards do not include development work either (i) on software not licensed
from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Solutions, except such work as may be specifically purchased and outlined in Exhibit 1.
CentralSquare retains all Intellectual Property Rights in development work performed and Customer may request consulting and development work from CentralSquare as a separate billable service.
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 24 of 44
16. Telephone Support & Support Portal
16.1. Hours. CentralSquare shall provide to Customer, Monday through Friday, 8:00 A.M. to 5:00 P.M. Customer’s Local Time within the continental United States, excluding holidays (“5x9”). CentralSquare shall provide to
Customer, during the Support Hours, commercially reasonable efforts in solving errors reported by the Customer as well as making available an online support portal. Customer shall provide to CentralSquare reasonably
detailed documentation and explanation, together with underlying data, to substantiate errors and to assist CentralSquare in its efforts to diagnose, reproduce and correct the error. This support shall be provided by
CentralSquare at Customer location(s) if and when CentralSquare and Customer agree that on-site services are necessary to diagnose or resolve the problem. If a reported error did not, in fact, exist or was not attributable
to a defect in the Solutions or an act or omission of CentralSquare , then Customer shall pay for CentralSquare 's investigation and related services at CentralSquare ’s standard professional services rates. Customer must
provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Agreement, including remote access to the Specified
Configuration
16.2. Releases. Customer shall promptly install and/or use any Release provided by CentralSquare to avoid or
mitigate a performance problem or infringement claim. All modifications, revisions and updates to the Solutions shall be furnished by means of new Releases of the Solutions and shall be accompanied by updates to the Documentation whenever CentralSquare determines, in its sole discretion, that such updates are necessary.
16.3. Case Number. Measured from the moment a Case number is created. As used herein a “Case number” is created when a) a CentralSquare support representative has been directly contacted by Customer either by phone, in person, or through CentralSquare ’s online support portal, and b) when CentralSquare ’s support
representative assigns a case number and conveys that case number to the Customer.
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 25 of 44
EXHIBIT 3
Travel Expense Guidelines
CentralSquare will adhere to the following guidelines when incurring travel expenses:
All arrangements for travel are to be made through the CentralSquare Corporate Travel Agent unless
other arrangements have been made with the Customer and are documented in writing.
AIR TRAVEL – CentralSquare will use the least expensive class of service available with a minimum of seven
(7) day, maximum of thirty (30) day, advance purchase. Upon request, CentralSquare shall provide the travel
itinerary as the receipt for reimbursement of the airfare and any fees. Fees not listed on the itinerary will require
a receipt for reimbursement.
Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by the
Customer, Customer will reimburse the current IRS approved mileage rate for all local trips.
LODGING –CentralSquare will use the most reasonable accommodations possible, dependent on the city. All
movies, and phone/internet charges are not reimbursable.
RENTAL CAR – Compact or Intermediate cars will be required unless there are three or more CentralSquare
employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable however,
pre-paid gas purchases will not be authorized and all rental cars are to be returned with a full tank of gas. Upon
request, receipts for car rental and gas purchases will be submitted to Customer. CentralSquare shall decline all
rental car insurance offered by the car rental agency as staff members will be covered under the CentralSquare
auto insurance policy. Fines for traffic violations are not reimbursable expenses.
OTHER TRANSPORTATION – CentralSquare staff members are expected to use the most economical means
for traveling to and from the airport (Airport bus, hotel shuttle service). Airport taxi or mileage for the employee’s
personal vehicle (per IRS mileage guidelines) are reimbursable if necessary. Upon request, receipt(s) for the taxi
will be submitted to Customer. Proof of mileage may be required and may be documented by a readily available
electronic mapping service. The mileage rate will be the then-current IRS mileage guideline rate (subject to change
with any change in IRS guidelines).
OTHER BUSINESS EXPENSES – Parking at the airport is reimbursable. Tolls to and from the airport and while
traveling at the Customer site are reimbursable. Tipping on cab fare exceeding 15% is not reimbursable. Porter
tips are reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable when travel includes a weekend day
or Company Holiday and the hotel stay is four nights or more. Laundry charges must be incurred during the trip
and the limit is one shirt and one pair of pants/skirt per day. With the exception of tips, receipts shall be provided
to Customer upon request for all of the aforementioned items.
MEALS – Standard per Diem. Subject to change due to cost of living. Alcohol is not a reimbursable expense.
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 26 of 44
EXHIBIT 4
Minimum Insurance Requirements and Business License
Contractor will obtain and maintain for the duration of the Agreement and any and all amendments, insurance
against claims for injuries to persons or damage to property which may arise out of or in connection with
performance of the services by Contractor or Contractor’s agents, representatives, employees or
subcontractors. The insurance will be obtained from an insurance carrier authorized to do business in the State
of California. The insurance carrier is required to have a current Best's Key Rating of not less than "A-:VII"; OR
with a surplus line insurer on the State of California’s List of Approved Surplus Line Insurers (LASLI) with a rating
in the latest Best’s Key Rating Guide of at least “A:X”; OR an alien non-admitted insurer listed by the National
Association of Insurance Commissioners (NAIC) latest quarterly listings report.
Coverage and Limits.
Contractor will maintain the types of coverage and minimum limits indicated below, unless the Risk Manager or
City Manager approves a lower amount. These minimum amounts of coverage will not constitute any limitations
or cap on Contractor's indemnification obligations under this Agreement. City, its officers, agents and employees
make no representation that the limits of the insurance specified to be carried by Contractor pursuant to this
Agreement are adequate to protect Contractor. If Contractor believes that any required insurance coverage is
inadequate, Contractor will obtain such additional insurance coverage, as Contractor deems adequate, at
Contractor's sole expense. The full limits available to the named insured shall also be available and applicable
to the City as an additional insured.
• Commercial General Liability (CGL) Insurance. Insurance written on an “occurrence” basis, including
personal & advertising injury, with limits no less than $1,000,000 per occurrence. If a general
aggregate limit applies, either the general aggregate limit shall apply separately to this
project/location or the general aggregate limit shall be twice the required occurrence limit.
• Automobile Liability. (if the use of an automobile is involved for Contractor's work for City).
$1,000,000 combined single-limit per accident for bodily injury and property damage.
• Workers' Compensation and Employer's Liability. Workers' Compensation limits as required by the
California Labor Code. Workers' Compensation will not be required if Contractor has no employees
and provides, to City's satisfaction, a declaration stating this.
• Professional Liability. Technology Errors and omissions liability appropriate to Contractor’s
profession with limits of not less than $1,000,000 per claim. Coverage must be maintained for a
period of three year following the date of completion of the work.
• Cyber Liability Insurance, with limits not less than $2,000,000 per claim, $2,000,000 aggregate.
Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by
Vendor in this agreement and shall include claims involving infringement of intellectual property,
infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft,
damage to or destruction of electronic information, release of private information, alteration of
electronic information, extortion and network security. The policy shall provide coverage for breach
response costs as well as regulatory fines and penalties as well as credit monitoring expenses with
limits sufficient to respond to these obligations.
• Additional Provisions. Contractor will ensure that the policies of insurance required under this
Agreement contain, or are endorsed to contain, the following provisions:
o The City will be included as an additional insured on Commercial General Liability which
shall provide primary coverage to the City.
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 27 of 44
o Contractor will obtain occurrence coverage, excluding Professional Liability and Cyber
Liability, which will be written as claims-made coverage.
o This insurance will be in force during the life of the Agreement and any extensions of it
and will not be canceled without thirty (30) days prior written notice to City sent by
certified mail pursuant to the Notice provisions of this Agreement, with the exception
of cancellation for non-payment of premium.
• Providing Certificates of Insurance and Endorsements. Prior to City's execution of this Agreement,
Contractor will furnish certificates of insurance and endorsements to City.
• Failure to Maintain Coverage. If Contractor fails to maintain any of these insurance coverages, then
City will have the option to declare Contractor in breach, or may purchase replacement insurance or
pay the premiums that are due on existing policies in order to maintain the required coverages.
Contractor is responsible for any payments made by City to obtain or maintain insurance and City
may collect these payments from Contractor or deduct the amount paid from any sums due Contractor
under this Agreement.
BUSINESS LICENSE
Contractor will obtain and maintain a City of Carlsbad Business License for the term of the Agreement, as may be amended
from time-to-time.
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 28 of 44
EXHIBIT 5
Scope of Work
1. 1.0 Implementation Statement of Work
This document is the Statement of Work (SOW) and contains the approach for the implementation of
CentralSquare’s Technology’s (“CentralSquare”) Public Administration Finance Enterprise migration (Enterprise
Solution). This upgrade is solely related to the services expressly identified in the Solutions Agreement (the
“Agreement”) for Carlsbad, CA (the “Customer”). CentralSquare will provide implementation services
identified in the Agreement and as further described in this SOW to assist the Customer in implementing the
software solution. The SOW is an attachment incorporated as part of the Agreement signed by CentralSquare
and the Customer, and all actions directed herein shall be performed in accordance with the aforementioned
Agreement.
This SOW is intended to be a planning and control document, not the detailed requirements or design of the Enterprise
Solution.
2. 2.0 Scope Overview
The purpose of this project is to migrate the Customer’s current Financial software (IFAS v7) to CentralSquare’s
Finance Enterprise solution. The following solutions are a part of the Enterprise Solution: Finance Professional
and Human Capital Management. The project scope is comprised of the Enterprise Solution applications and
services identified in the Agreement and further described throughout this SOW. Anything not specifically
designated in the Agreement or SOW should be considered out of scope and not part of this project.
Current IFAS Modules Finance Enterprise Modules HCM Modules
☒ General Ledger ☒ General Ledger ☒ Human Resources
☒ Job/Project Accounting
Ledger
☒ Job/Project Accounting
Ledger
☒ Payroll
☒ Accounts Payable ☒ Accounts Payable ☐ Employee Online
☒ Accounts Receivable ☒ Accounts Receivable ☐ Applicant Online
☒ Bank Reconciliation ☒ Bank Reconciliation ☐ Professional Development
☒ Purchasing ☒ Purchasing ☐ Personnel Actions
☒ Fixed Assets ☒ Fixed Assets ☐ Time Card Online
☒ Easy Laser Forms ☒ Easy Laser Forms ☐ Position Budgeting
☒ Documents Online ☒ Documents Online ☐ Project Allocation
☒ Human Resources ☐ Grants Management ☒ Budgeting
☒ Payroll ☐ PunchOut
☐ Employee Online ☐ Bid and Quote Management
☐ Applicant Online ☐ Stores Inventory
☐ Check Management ☒ Finance ASP/RSP
☒ Click, Drag, and Drill ☒ Cognos
☐ Contract Management
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 29 of 44
o Note: Existing CDD reports will continue to be available for use with OneSolution but
development of new reports is supported with Cognos only. Insight reports will be
migrated to Cognos prior to go live.
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 30 of 44
2.1 Services Scope
The following outlines the proposed services for the project management, installation, configuration, training,
testing, and other services work necessary for the implementation of the Enterprise Solution and represents a
good-faith estimate based on our knowledge at time of the Agreement.
Service Description
Engagement High Level Tasks Key Deliverables
Planning/Project
Initiation/Analysis
Completion of this following tasks are accomplished
through a combination of onsite and remote visits:
• Kick-Off meeting
• Formal discovery sessions at start of project
• Detailed scope and contract review
o Discovery/design and workflow
review
o Conversion scope review
• Assignment of project team and identify key
team members
• Identify improvement opportunities through a
workflow analysis
• Collaboratively develop a project schedule that
drives implementation
1. Project Management Plan
2. Integrated Project Schedule
3. Communication Plan 4. Decision Workbook
Monitoring and
Control/ Configuration
Remote installation tasks consisting of the following:
• Software installation
• Application installation
• Network architecture review
Comprehension design and configuration task for the software solution:
• Creation of workflow
• Report development
• System configuration
• Data converted
• Third-party software Integration, where applicable
Remote Data Conversion and Testing:
• After initial data load occurred within respective processes, CentralSquare will upload the subsequent rounds of corrected Customer
provided legacy extract files into “software”
5. Monthly Status Report 6. Issues Log 7. Risk Register
Testing
Shared responsibilities for the following tasks:
• System validation
• Application tests
• Integration testing
• Parallel testing
Completion of the following tasks are accomplished through a combination of onsite and distance learning sessions:
• End user training System administration training
8. Test Workbook
Deployment/ Closeout
Tasks to be completed at or near the end of the
implementation project:
• Mock Go Live/Go Live Readiness review
• Go Live activities
• Complete project documentation
• Transition to support team
• Transition to customer success manager
9. Go Live Plan
10. Services to Support/CSM Project Closeout
Report
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 31 of 44
Service Assumptions
• CentralSquare is implementing a Commercially Available Off-the-Shelf solution.
• Customer and CentralSquare will jointly develop the detailed and fully integrated project plan and
schedule. Any significant or material changes to the project, once the project plan is finalized,
may result in the need for a change order.
• Customer may obtain the services of an additional consultant to provide project review, advice,
and consultation at their own cost. CentralSquare will make every attempt to cooperate with the
efforts of this consultant within the context of Customer’s participation, deliverable review, and
approval timeframes identified within this SOW and the Agreement.
• Both the Customer and CentralSquare will furnish resources with appropriate skills and
experience to handle the roles and responsibility described in this SOW.
Customer Responsibilities
• Customer will change business processes as necessary to maximize efficiencies in the Enterprise
Solution.
• Customer will make resources available to assist as needed to fulfill the responsibilities herein.
• Customer will form a Project Team and will make their Project Team members available for
meetings; consulting and training sessions; discussions and conference calls; and, other related
project tasks or events requested by CentralSquare, or as indicated in the project plan.
• Customer Project Team members will respond to information requests from CentralSquare staff
in a timely manner as to minimize delays in the project.
• Customer Project Manager, Project Team, Subject Matter Experts, and other key personnel (as determined
by Customer) will participate in the Kick-Off Meeting.
• Customer will cooperate with CentralSquare Project Manager to develop a mutually agreeable schedule
and agenda for the workflow discovery.
• Customer will review recommendations in the Workflow Analysis Report and attend the scheduled
presentation of the findings. Customer will make best effort to submit written questions or requests for
clarification/revision to the CentralSquare Project Manager within five (5) business days of the
presentation.
• Customer will participate in planning activities (conference calls, emails) with CentralSquare Application
Installation Consultant and Technical Lead.
• Customer will provide access to servers as required for CentralSquare Technical Lead and Application
Installation Consultant to perform installation tasks.
• Customer will designate a representative as the Project Team’s Project Manager. The Project
Manager will be the primary point of contact for project coordination throughout the project.
• Customer will provide adequate breakout and conference space, as well as an adequate workspace
for each onsite CentralSquare consultant, with access to network, Wi-Fi, telephone, and close
proximity to the Customer Project Team.
• Customer will provide adequate training space and computers for the scheduled training
throughout the project. The training spaces will include fully functioning networked computers,
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 32 of 44
meeting the required CentralSquare hardware standards. CentralSquare may consider alternative
meeting options such as WebEx, video conferencing, remote desktop, and conference calls when
appropriate.
• Customer will act as the primary point of contact with non-CentralSquare third parties, including other
vendors, state agencies, and local agencies that control products and/or databases with which
CentralSquare products are to be interfaced.
• Customer will provide expertise in third-party data, data mapping, and data validation.
• Customer will be responsible for validating all data transferred into the Enterprise Solution and data
transferred from Enterprise Solution into other third-party applications.
• Customer application owners will participate in testing activities.
• Customer will provide verification and validation of the converted data into the designated non-production
environment according to the Test Plan.
• Approval to proceed: Customer will provide sign off of the converted data set in a non-production
environment, approving the cycle to be completed in a production environment.
• Customer will identify and schedule appropriate personnel to attend training.
• Customer will complete all tasks on the Customer Go Live preparation checklist in the designated
timeframes.
• Customer Project Manager and other key personnel (as determined by Customer) provide support and
assistance throughout Go Live event.
• Customer will provide sign off of the converted data set into the production environment.
Out of Scope
• Modifications to baseline reports, forms, web pages.
3. Interfaces and Integrations
The software Integrations and Interfaces identified during the sales process are described below. During the
project, further discussion and discovery will take place and the Customer may request that modifications to
the integration and/or interface services scope be performed by CentralSquare. If substantial changes to the
integration or interface scope is requested to be modified by Customer, it may become the subject of a
separately executed Change Order. A Change Order will describe changes in scope of services and payment of
fees due for such modified hours/pricing. If the scope change is the result of adding and deleting interfaces,
then CentralSquare will determine the net effect of the change during the Change Order process. All Change
Orders associated with interfaces will be based on CentralSquare’s Services current hourly rates.
CentralSquare and Customer will conduct the following Integration and Interfaces services as part of this
project.
Interfaces Scope
Interfaces are process where data from the IFAS Solution is compiled in a format (stored procedure/batch
export) for use into another Customer system. This is typically a single direction data transfer.
Integrations Scope
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 33 of 44
Integrations allow for the automatic communication and data transfer between systems. Integration
development is the joint responsibility of the Customer and CentralSquare. Customer will be responsible for
integration development work to/from existing legacy systems. The integrations included in this SOW were
identified by CentralSquare based on discovery. During the project, further discussion and discovery will take
place and the Customer may request that modifications to the integration services scope be performed by
CentralSquare. CentralSquare will provide necessary assistance with integration setup, testing, and
implementation to verify communications and basic functionality. Upon completion of the Discovery work
session(s), CentralSquare will provide the Customer with a list of triggers for extracting data from the
CentralSquare database(s) to be submitted to the Customer’s third-party vendors and with the configuration
details for data import. CentralSquare agrees to answer any database/interface questions and work with
Customer’s vendors to complete integrations as necessary.
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 34 of 44
Roles and Responsibilities
CentralSquare:
• CentralSquare consultants will advise and train Customer on using the CentralSquare standard
file uploads to complete the data integration if applicable. CentralSquare will assist and advise on
data mapping as required. CentralSquare supplies numerous API’s for integration the Customer
can use should they choose. The API’s are part of the Fusion integration tool.
• CentralSquare will assist and advise Customer on API integration.
• CentralSquare will work with the Customer on testing and perfecting the integrations, until
Customer signs off on each integration. Customer understands that any delay on their part may
have an impact on the overall project schedule. CentralSquare understands that any delay on their
part may also have an impact on the overall project schedule.
• Where a CentralSquare relationship exists, CentralSquare may provide assistance to the
Customer to facilitate the communication with third parties, including other vendors, state
agencies, and local agencies that control products and/or databases with which CentralSquare
products are to be integrated.
• Install all integrations/interfaces required for Go Live prior to system integration testing.
• Training for SME’s on functionality and maintenance of each integration/interface as installed and
configured.
• Provide interface/integration control documents to Customer, upon request.
• Where interfaces are custom, CentralSquare will work with the third-party consultants to receive a
detailed statement of work around each custom item. CentralSquare will assist Customer as
necessary in performing the integration testing and validation.
Customer:
• Customer will share with CentralSquare the planning and tasks of creating the
interfaces/integrations.
• Act as the primary point of contact with third parties, including other vendors, state agencies, and
local agencies that control products and/or databases with which CentralSquare products are to
be interfaced/integrated.
• Provide detailed schema, protocol, query specifications, as needed, and as available per interface.
• Ensure design decisions are made conclusively and in a timely fashion.
• Provide a Customer point of contact for each interface who is knowledgeable of the workflow and
data requirements.
• Responsible for validating all data transferred into the Solution and data transferred from the IFAS
Solution to another application.
• Provide SME(s) familiar with existing data structures in the legacy system to assist with the
interface/integration process.
• Provide expertise in third-party data, data mapping, and data validation.
• Customer will make best effort to review and provide written feedback on interface/integration
control documents within ten (10) business days of delivery.
Assumptions:
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 35 of 44
• CentralSquare is not responsible for the applicable third-party software, third-party hardware or
third-party system software costs which may be required for the development of the interfaces
described.
• CentralSquare will provide SQL read-only access to the Finance Enterprise database for real-time
data reads to support external systems and reporting.
• Following is a description of the interfaces to be provided.
Integration/Interface
Name
Description of
Integration/Inte
rface (i.e. what
data is expected
to interface)
Type of
Integration/Interfac
e (i.e. API, Web
service, Batch)
1-way/2-
way/Bi-
directional
Standard/
Custom
Automated
/ manual
SQL database
SQL read-only
access to all tables
in the Finance
Enterprise
database for real-
time data reads to
support external
systems and
reporting.
Ability to create,
edit and drop
additional SQL
stored procedures
and views within
the CentralSquare
hosted database
for READ
transactions.
VPN/SQL Bi-
directional
Standard
Automated
4.
Application Software Installation
CentralSquare and Customer will conduct the following Installation as part of this project.
Tasks Name Description Customer Role CentralSquare Role
1) Installation Initial Installation of CentralSquare’s Enterprise
Solution software
• Attend Discovery
Call
• Discovery Call
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 36 of 44
• Complete install and
data migration
2) Test Account
Creation
Test Account Creation is the
creation of the test account
which is cloned from the pre-
production environment.
• Validate Account • Create Test Account
Assumptions
• CentralSquare will provide the Enterprise Solution software.
• CentralSquare will create one (1) Production Account and one (1) Test Account as part of the
Agreement. Additional accounts will require additional hours added under separate quote by mutual
written agreement at CentralSquare’s prevailing rates currently $180.
o Production Environment may have up to 4 application servers
o Test and any Additional Environments will each have (1) application server
• System Administrative training comes standard with all the Enterprise Solution installations which will
be completed remotely. CentralSquare will train Customer on doing a data refresh from Production to
other environments as part of admin training.
Roles and Responsibilities
CentralSquare:
• Load files and perform initial configuration of all licensed CentralSquare applications, including base and
add-on modules, and interfaces to third-party applications. Configuration includes activating appropriate
modules, table set up, and selection of mandatory configuration settings based on combination of
CentralSquare applications purchased.
• Set up test environment as mirror copy of the production environment.
• Conduct knowledge transfer of installation/set up procedures to Customer IT staff and/or other designated
personnel responsible for set up and maintenance of end-user computers (4-6 people maximum).
• Conduct a test to verify that CentralSquare applications have been installed and configured successfully,
operating properly, and are ready to begin the implementation and configuration process. Note: Not all
CentralSquare components may be ready at this point, for a full test, but a reasonable effort ensures
CentralSquare components are ready for the next step in the process. CentralSquare installation services
will ensure that all needed components are prepared and ready prior to conducting subsequent activities
for the specific application area according to the agreed upon Project Schedule.
Customer:
• Participate in planning activities (conference calls, emails) with CentralSquare Application Installation
Consultant and Technical Lead.
• Attend knowledge transfer sessions focusing on how to prepare workstations or mobile computers to run
CentralSquare applications.
5. Project Governance
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 37 of 44
The purpose of the project governance is to define the resources required to adequately establish the business
needs, objectives and priorities of the project, communicate the goals to other Project participants and
provide support and guidance to accomplish these goals. Project governance also defines the structure for
issue escalation and resolution, change control review and authority, and organizational change management
activities.
The preliminary governance structure establishes a clear escalation path when issues and risks require
escalation above the Project Manager level. Further refinement to the structure, the process and specific roles
and responsibilities may occur throughout the project. Changes to the governance will be mutually agreed
upon, properly documented, and communicated to all impacted parties.
Organizational change management plays a vital role in achieving high levels of user adoption and realization
of benefits from efficiencies gained during prescriptive process changes throughout the implementation.
Managing the organizational change acceptance through the establishment of a formal Change Management
Team is a key function that drives project success.
Customer Personnel
Steering Committee (SC)
The Customer’s SC provides support to the project by allocating resources, providing strategic direction,
communicating key issues about the project and the project’s overall importance to the organization. When
called upon, the SC will also act as the final authority on all escalated project issues. The SC engages in the
project, as needed, to provide necessary support, oversight, guidance, and escalation, and may participate in
day-to-day activities in their normal job roles. The SC will empower the Product Owner, Project Manager,
Change Manager, Project Management Team and the functional team leads to make critical business decisions
for the Customer. Specifically, the SC will:
• Understand and support the cultural change necessary for the project
• Oversee the project team and the project as a whole
• Participate in regular meetings so it is current on all project progress, project decisions, and
achievement of project milestones
• Communicate the importance of the project to internal departments along with other department
directors and the Change Manager.
Be responsible for making timely decisions on critical project or policy issues.
The Project Team (PT)
This team is made up of the Customer Project Manager and subject matter experts from major departments
within the organization. It will meet on a regular basis to monitor that overall project goals are realized. This
team will formulate strategy to the execution of the project plan and make decisions and recommendations
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 38 of 44
regarding project activities, changes, resources, issues, and risks. This team will also provide oversight and
guidance for Change Management, ensuring project and change management activities are properly aligned
with overall objectives. In short, this team will serve as a liaison between the Steering Committee and the day-
to-day activities of the project. Meeting frequency between this group and the CentralSquare Project Manager
will be defined in the Communications Plan.
Project Sponsor
The Project Sponsor is the management level resource that will be responsible for accurately communicating
the requirements, assumptions and constraints of the business unit to the team. The work performed by the
PS will include the clarification of business requirements, testing and communication of project status to staff.
The PS will work closely with the Client’s PM and Central Square’s PM.
• The Customer’s Project Sponsor will communicate and reinforce the vision
• Collaborate with stakeholders and the team to define and communicate the roadmap
• Collaborate with the Change Management Team
• Clarify requirements and priorities with stakeholders and team
• Manage the Functional Team Leads and SMEs
Project Manager
The Customer’s Project Manager will:
• Be the primary contact for the project
• Coordinate Customer’s project team members
• Coordinate all CentralSquare activities with the CentralSquare Project Manager
• Coordinate the subject matter experts (SMEs) at the Customer
• Be responsible for reporting to the ST
• Ensure all deliverables are reviewed on a timely basis by the Customer
• Co-manage the overall implementation schedule with the CentralSquare Project Manager
• Collaborate with the Change Management Team
Functional Team Leads
Customer project team members will work under the direction of the designated Functional Team Leads for
each area in the system. The functional leads have detailed subject matter expertise and are empowered to
make or obtain from the ST appropriate business process and configuration decisions in their respective areas.
The functional leads are tasked, by the Customer Project manager, with carrying out all project tasks described
in the SOW including business process analysis, configuration, documentation, testing, training, and all other
required Customer tasks. The functional leads will be responsible for and empowered to implement the new
system in the best interests of the Customer consistent with the project goals, project vision, and direction
from the Project Manager, the PMT and the ST.
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 39 of 44
Subject Matter Experts (SMEs)
SMEs have special, in-depth knowledge of Customer’s current legacy systems and processes. Their opinions
will be sought in defining business needs, test requirements, and software functionality. During the
implementation, the Customer’s SMEs will dedicate a considerable amount of their time to the project
because they may be involved in multiple roles, including participating in training and other workshops,
conducting end user training, reviewing project deliverables, performing various testing tasks, etc.
Quality Assurance Team (QAT)
The Customer will form a QAT made up of individual(s) who will participate in the review and acceptance of
each CentralSquare deliverable and conduct periodic project health checks to ensure tasks are completed on
time, on budget and to the satisfaction of the Customer. Furthermore, the QAT will work closely with the
Project Manager to ensure all contractual matters are in compliance and services delivered are in accordance
with the terms and conditions of the CentralSquare/Customer agreement as well as with the SOW.
Assumptions:
• The Customer may have multiple staff providing the roles outlined above and the same staff
providing multiple roles.
CentralSquare Personnel
Project Sponsor
CentralSquare Project Sponsor will have indirect involvement with the project and is part of the escalation
process. The sponsor will offer additional support to the CentralSquare project team and collaborate with
other third-party consultants who are involved on this project. Specifically, the Project Sponsor will:
• Provide support to Project Managers in reporting project progress to ST.
• Approve and sign-off on any material changes to project scope or staffing changes.
Project Manager
The CentralSquare Project Manager will coordinate all project activities with the Customer and perform the
following:
• Serve as the point person for all project issues (the first escalation point)
• Be responsible for project performance, deliverables as they are outlined in the SOW, and the
milestones.
• Provide periodic updates to the Customer’s ST and the PMT.
• Fulfill Go Live dates
• Support the Customer Project Manager in monitoring and reporting overall implementation progress
• Monitor and report progress on CentralSquare’s responsibilities on a weekly basis
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 40 of 44
• Immediately notify the Customer Project Manager, the PMT and the ST of any issue that could delay
the project
• Ensure Software installation occurs as per the project schedule.
• Schedule CentralSquare Staff according to the project plan.
• Facilitate coordination between all CentralSquare departments.
• Monitor the work plan and schedule and make course corrections as necessary.
• Prepare bi-weekly status reports along with notes from meetings and calls.
• Develop meeting agendas.
• Provide issue resolution status, tracking, and procedures.
• Identify personnel, equipment, facilities and resources that will be required to perform services by
CentralSquare.
Functional Leads (Consultants, Developers, and Technical resources)
• Install application in agreed upon environments.
• Work with the Customer functional leads and SMEs to design and configure the functional
components of the Enterprise Solution software for optimal long-term use.
• Document decisions made during configuration in the weekly site reports.
• Lead the Enterprise Solution software configuration with assistance from the Customer’s functional
leads.
• Check that software operates after configuration as per its documentation.
• Assist with the resolution of issues and tasks.
• Schedule the training of the Customer functional leads and SMEs during the configuration of
software.
• Provide and assist with data conversion guides.
• Create and deliver interface programs according to Customer specifications and this SOW.
• Provide training on security and assist with set up.
• Provide training on workflow and assist with set up.
• Provide samples of and training on the creation of forms and reports.
6. Quality Assurance
Project Oversight
The CentralSquare Project Management Organization (PMO) will provide Project Oversight throughout the
project life cycle.
Assuring a project of this type is progressing as outlined in the project management plan and is achieving the
goals of the Customer is critical to overall project success and eventual adoption of the system by all
stakeholders. Said oversite includes, but is not necessarily limited to:
• Providing assistance with any areas of high risk identified throughout the project.
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 41 of 44
• Holding a monthly meeting with the Customer PMT to discuss and assess their view of the project
progress.
• Communicating any challenges internally to leadership throughout CentralSquare’s organization to
assist in resolving issues.
• Providing feedback to CentralSquare project staff and CentralSquare PMO on the results of the
oversight activities.
• Helping identify lessons learned that can improve performance on future phases.
• Issues that will impact the quality, timeline, and overall goals will be identified, tracked, resolved and
documented in the Issues/Tasks Log. These issues will be presented to the PMT and the ST during the
regular cadence meetings as required.
7. Deliverable and Milestone Approval & Acceptance
The Customer will review, approve and provide written acceptance for all Milestones outlined in the
Agreement by following the below process:
• The Customer will make best effort to identify in writing any required changes, deficiencies, and/or
additions necessary, within ten (10) business days from the form being delivered to the customer for
each completed Deliverable, unless the review timeframe is deemed to be insufficient for a proper
review. In such cases, the Customer Project Manager will request an extension in writing to the
CentralSquare Project Manager, and the parties will mutually agree to a reasonable alternative to the
original deadline.
• CentralSquare will review deliverables which are not approved and create a plan to address the
deficiencies. Once the deliverable has been corrected or the milestone achieved, a revised completion
form will be submitted. The Customer will then review the deliverable or milestone and provide any
additional comments on any required changes, deficiencies, and/or additions necessary within ten (10)
business days from the updated completion form being delivered to Customer. Again, if the review
timeframe is deemed to be insufficient for a proper review, the Customer Project Manager will request
an extension in writing to the CentralSquare Project Manager, and the parties will mutually agree to a
reasonable alternative to the original deadline. This process will be repeated until the Customer grants
approval and signoff on the deliverable or milestone.
• Upon approval of the deliverable or milestone, the Customer Project Manager will sign the completion
form and return it to CentralSquare Project Manager.
8. Dispute Resolution Procedures
The Customer and CentralSquare should anticipate challenging issues to arise throughout the implementation
process due to the complex magnitude of this project. In order for these issues to be remedied in a timely
fashion, the Customer and CentralSquare will utilize the following Dispute Resolution Procedure:
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 42 of 44
All communication regarding the project should be directed to the respective Project Managers of
CentralSquare and the Customer to maintain consistent communication between the parties. Scheduled
weekly calls/meetings will be maintained between the two Project Managers and the Customer’s PMT.
All issues or concerns will be discussed actively and openly between all parties. If issues begin to interfere with
the progression of the implementation project, the Customer and/or CentralSquare should escalate issues to
CentralSquare management in the sequence below, as needed:
Name and Role Phone Email
Michael DiOrio, Sr. Director of
Professional Services
407-304-3024 Michael.DiOrio@CentralSquare.com
George Slyman, Sr. Director of
Professional Services
360-303-9362 George.Slyman@CentralSquare.com
Aydin Asil, VP Professional Services 604-340-1720 Aydin.Asil@CentralSquare.com
9.
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 43 of 44
10. Change Requests and Changes to this Scope of Work
The Customer and CentralSquare may request a change to this scope of work by following the process outlined
in the Agreement.
Either party may request changes in scope. Such a request is honored by the parties only if it becomes a formal
Change Order. Customer will work with CentralSquare to document all requested changes in a change request
form (“Change Order Form”).
The change order will provide sufficient detail including the following.
• Detailed description of resources (both Customer and CentralSquare) required to perform the change.
• Specifications if applicable
• Implementation plans
• Schedule for completion
• Verification and approval criteria
• Impact on current milestones and payment schedule
• Additional milestones (if applicable)
• Impact on project goals and objectives
• Price
Either CentralSquare or Customer management may propose a change by submittal of a Change Request to
the other party. The other party has seven (7) business days (or as mutually agreed upon) to determine
whether it agrees to the Change Request. If both parties agree to the Change Request, the change will become
a Change Order documented and signed by both parties. If agreement to pursue a Change Order does not
occur in seven (7) business days of the initiation of the Change Request (or as mutually agreed upon), it is
assumed that the Change Request has been rejected and any remaining issues will be identified on the Issues
Log and/or follow the above-mentioned dispute resolution process.
11. Acts or Omissions of Customer
If CentralSquare’s performance of its obligations under this SOW is prevented or delayed by any act or
omission of Customer, any Authorized Service Recipient, or their agents, subcontractors, consultants, or
employees outside of CentralSquare's control, CentralSquare Provider shall not be deemed in breach of its
obligations under this SOW or otherwise liable for any costs, charges, or losses sustained or incurred by
Customer, in each case, or for any delays in delivery of any services, products or deliverables under this SOW
to the extent arising directly or indirectly from such prevention or delay.
To avoid penalties associated with cancelation or delay of any deliverables, products, or services that were to
be provided in accordance with the terms of this SOW as defined in the mutually agreed upon project
schedule, Customer must provide notice of cancellation a minimum of five (5) business days prior to
scheduled event.
DocuSign Envelope ID: 92802541-772D-4F49-8FDA-12D17F1DF53D
July 14, 2020 Item #7 Page 44 of 44