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HomeMy WebLinkAboutAGR-7823 - CENTRALSQUARE TECHNOLOGIES, LLC. - CAD RMS SERVICESPROFESSIONAL SERVICES AGREEMENT [CAD/RMS Services] THIS PROFESSIONAL SERVICES AGREEMENT (the “Agreement”) is made at Orange, California, on this _____ day of _______________, 2025 (the “Effective Date”) by and between the CITY OF ORANGE, a municipal corporation (“City”), and CENTRALSQUARE TECHNOLOGIES, LLC, a Delaware limited liability company (“Contractor”), who agree as follows: 1. Services. Subject to the terms and conditions set forth in this Agreement, Contractor shall provide to the reasonable satisfaction of City the services set forth in Exhibit “A,” which is attached hereto and incorporated herein by reference. As a material inducement to City to enter into this Agreement, Contractor represents and warrants that it has thoroughly investigated and considered the scope of services and fully understands the difficulties and restrictions in performing the work. The services which are the subject of this Agreement are not in the usual course of City’s business and City relies on Contractor’s representation that it is independently engaged in the business of providing such services and is experienced in performing the work. Contractor shall perform all services in a manner reasonably satisfactory to City and in a manner in conformance with the standards of quality normally observed by an entity provided such services to a municipal agency. All services provided shall conform to all federal, state and local laws, rules and regulations and to the best professional standards and practices. The terms and conditions set forth in this Agreement shall control over any terms and conditions in Exhib it "A" to the contrary. Scott Jorgensen, Lieutenant (“City’s Project Manager”), shall be the person to whom Contractor will report for the performance of services hereunder. It is understood that Contractor’s performance hereunder shall be under the supervision of City’s Project Manager (or his/her designee), that Contractor shall coordinate its services hereunder with City’s Project Manager to the extent required by City’s Project Manager, and that all performances required hereunder by Contractor shall be performed to the satisfaction of City’s Project Manager and the City Manager. 2. Compensation and Fees. a. Contractor's total compensation for all services performed under this Agreement, shall not exceed FOUR HUNDRED TWENTY-THREE THOUSAND ONE HUNDRED FOUR DOLLARS and 50/100 ($423,104.50) without the prior written authorization of City. b. The above compensation shall include all costs, including, but not limited to, all clerical, administrative, overhead, insurance, reproduction, telephone, travel, auto rental, subsistence and all related expenses. c. In addition to the scheduled services to be performed by the Contractor, the parties recognize that additional, unforeseen work and services may be required by City’s Project Manager. In anticipation of such contingencies, the sum of FORTY-TWO THOUSAND THREE Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE 4th April AGR-7823 2 HUNDRED TEN DOLLARS and 00/100 ($42,310.00) has been added to the total compensation of this Agreement. City’s Project Manager may approve the additional work and the actual costs incurred by the Contractor in performance of additional work or services in accordance with such amount as City’s Project Manager and the Contractor may agree upon in advance. Said additional work or services and the amount of compensation therefor, up to the amount of the authorized contingency, shall be memorialized in the form of an Amendment to Agreement approved by the City Manager on a form acceptable to the City Attorney. The Contractor agrees to perform only that work or those services that are specifically requested by the City’s Project Manager. Any and all additional work and services performed under this Agreement shall be completed in such sequence as to assure their completion as expeditiously as is consistent with professional skill and care in accordance with a cost estimate or proposal submitted to and approved by City’s Project Manager prior to the commencement of such services. d. The total amount of compensation under this Agreement, including contingencies, shall not exceed FOUR HUNDRED SIXTY-FIVE THOUSAND FOUR HUNDRED FOURTEEN DOLLARS and 50/100 ($465,414.50). 3. Payment. a. Payment for the annual software support to be provided under this Agreement is due in accordance with Exhibit “A”. b. All such invoices shall state the basis for the amount invoiced, including services completed, the number of hours spent and any extra work performed. c. City will pay Contractor the amount invoiced within thirty (30) days after the approval of the invoice. d. Payment shall constitute payment in full for all services, authorized costs and authorized extra work covered by that invoice. 4. Change Orders. No payment for extra services caused by a change in the scope or complexity of work, or for any other reason, shall be made unless and until such extra services and a price therefor have been previously authorized in writing and approved by City as an amendment to this Agreement. City’s Project Manager is authorized to approve a reduction in the services to be performed and compensation therefor. All amendments shall set forth the changes of work, extension of time, and/or adjustment of the compensation to be paid by City to Contractor and shall be signed by the City’s Project Manager, City Manager or City Council, as applicable. 5. Licenses. Contractor represents that it and any subcontractors it may engage, possess any and all licenses which are required under state or federal law to perform the work contemplated by this Agreement and that Contractor and its subcontractors shall maintain all appropriate licenses, including a City of Orange business license, at its cost, during the performance of this Agreement. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE 3 6. Independent Contractor. At all times during the term of this Agreement, Contractor shall be an independent contractor and not an employee of City. City shall have the right to control Contractor only insofar as the result of Contractor's services rendered pursuant to this Agreement. City shall not have the right to control the means by which Contractor accomplishes services rendered pursuant to this Agreement. Contractor shall, at its sole cost and expense, furnish all facilities, materials and equipment which may be required for furnishing services pursuant to this Agreement. Contractor shall be solely responsible for, and shall indemnify, defend and save City harmless from all matters relating to the payment of its subcontractors, agents and employees, including compliance with social security withholding and all other wages, salaries, benefits, taxes, exactions, and regulations of any nature whatsoever. Contractor acknowledges that it and any subcontractors, agents or employees employed by Contractor shall not, under any circumstances, be considered employees of City, and that they shall not be entitled to any of the benefits or rights afforded employees of City, including, but not limited to, sick leave, vacation leave, holiday pay, Public Employees Retirement System benefits, or health, life, dental, long-term disability or workers' compensation insurance benefits. 7. Contractor Not Agent. Except as City may specify in writing, Contractor shall have no authority, express or implied, to act on behalf of City in any capacity whatsoever as an agent. Contractor shall have no authority, express or implied, to bind City to any obligation whatsoever. 8. Designated Persons. Only those qualified persons authorized by City’s Project Manager, or as designated in Exhibit “A,” shall perform work provided for under this Agreement. It is understood by the parties that clerical and other nonprofessional work may be performed by persons other than those designated. 9. Assignment or Subcontracting. No assignment or subcontracting by Contractor of any part of this Agreement or of funds to be received under this Agreement shall be of any force or effect unless the assignment has the prior written approval of City. City may terminate this Agreement rather than accept any proposed assignment or subcontracting. Such assignment or subcontracting may be approved by the City Manager or his/her designee. 10. Time of Completion. Contractor shall commence the work provided for in this Agreement in accordance with the time period set forth in Exhibit “A” hereto or as otherwise agreed to by and between the representatives of the parties. 11. Time Is of the Essence. Time is of the essence in this Agreement. Contractor shall do all things necessary and incidental to the prosecution of Contractor's work. 12. Reserved. 13. Delays and Extensions of Time. Contractor's sole remedy for delays outside its control, other than those delays caused by City, shall be an extension of time. No matter what the cause of the delay, Contractor must document any delay and request an extension of time in writing at the time of the delay to the satisfaction of City. Any extensions granted shall be limited to the length of the delay outside Contractor’s control. If Contractor believes that delays caused by City Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE 4 will cause it to incur additional costs, it must specify, in writing, why the delay has caused additional costs to be incurred and the exact amount of such cost at the time the delay occurs. No additional costs can be paid that exceed the not to exceed amount stated in Section 2.a, above, absent a written amendment to this Agreement. 14. Products of Contractor. Excluding the Contractor’s, or if applicable a third party vendor’s, intellectual property, including but not limited to the software and its associated documentation and services owned by Consultant, or if applicable a third party vendor, the documents, materials, manuals, and other products written, produced or provided by Contractor for this Agreement shall become the property of City upon receipt. Contractor shall deliver all such products to City prior to payment for same. City may use, reuse or otherwise utilize such products without restriction. Software and its associated documentation are licensed in accordance with the Consultant’s, or if applicable, third party vendor’s software license provisions. 15. Equal Employment Opportunity. During the performance of this Agreement, Contractor agrees as follows: a. Contractor shall not discriminate against any employee or applicant for employment because of race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Contractor shall ensure that applicants are employed, and that employees are treated during employment, without regard to their race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. Such actions shall include, but not be limited to the following: employment, upgrading, demotion or transfer, recruitment or recruitment advertising, layoff or termination, rates of pay or other forms of compensation and selection for training, including apprenticeship. Contractor agrees to post in conspicuous places, available to employees and applicants for employment, a notice setting forth provisions of this non-discrimination clause. b. Contractor shall, in all solicitations and advertisements for employees placed by, or on behalf of Contractor, state that all qualified applicants will receive consideration for employment without regard to race, color, religion, sex, national origin, mental or physical disability, or any other basis prohibited by applicable law. c. Contractor shall cause the foregoing paragraphs (a) and (b) to be inserted in all subcontracts for any work covered by this Agreement, provided that the foregoing provisions shall not apply to subcontracts for standard commercial supplies or raw materials. 16. Conflicts of Interest. Contractor agrees that it shall not make, participate in the making, or in any way attempt to use its position as a consultant to influence any decision of City in which Contractor knows or has reason to know that Contractor, its officers, partners, or employees have a financial interest as defined in Section 87103 of the Government Code. 17. Indemnity. As to claims arising under this Agreement, Contractor agrees to hold City, its officers, agents and employees harmless from any and all claims, liabilities or losses for personal injury, death or property damage, including workers compensation claims, arising out of or in connection with work undertaken or equipment provided pursuant to this Agreement to the Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE 5 extent any such claim is caused by or results from any wrongful or negligent acts or omissions, or intentional misconduct of Contractor, its employees or its agents. Further, Contractor agrees to provide City, its officers, agents and employees, at the request of City and at Contractor’s sole expense, with the defense of any and all such actions, suits or other legal proceedings brought against City, its officers, agents and employees arising out of or in connection with the work undertaken pursuant to this Agreement. Contractor shall pay any judgement or settlement rendered against the City, its agents, officers and employees, including any award for attorneys’ fees. Contractor shall not be liable for the indemnification and defense of City on claims or litigation to the extent that such claims or litigation arise from the sole negligence or wrongful act or omission of the City. In cases of joint liability Contractor’s indemnity obligations hereunder shall be reduced to the extent of such actions or omissions based on the principle of comparative fault. The total liability of Contractor for any claim or damage arising under this Agreement or renewals thereof, whether in contract, tort, by way of indemnification or under statute shall be limited to (i) direct damages which shall not exceed the fees paid for the services under this Agreement by Client to Contractor for the twelve (12) month term during which the cause of action for such claim or damage arose or (ii) in the case of bodily injury or property damage for which defense and indemnity coverage is provided by Contractor’s insurance carrier(s), the coverage limits of such insurance. IN NO EVENT SHALL EITHER PARTY BE LIABLE FOR INDIRECT, INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM OR RELATED TO THIS AGREEMENT, REGARDLESS OF WHETHER A PARTY HAD KNOWLEDGE OF THE POSSIBILITY OF ANY SUCH LOSS DAMAGE. 18. Insurance. a. Contractor shall carry workers’ compensation insurance as required by law for the protection of its employees during the progress of the work. Contractor understands that it is an independent contractor and not entitled to any workers’ compensation benefits under any City program. b. Contractor shall maintain during the life of this Agreement the following minimum amount of comprehensive general liability insurance or commercial general liability insurance: the greater of (1) One Million Dollars ($1,000,000) per occurrence; or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage and be written on an occurrence basis. c. Contractor shall maintain during the life of this Agreement, the following minimum amount of automotive liability insurance: the greater of (1) a combined single limit of One Million Dollars ($1,000,000); or (2) all the insurance coverage and/or limits carried by or available to Contractor. Said insurance shall cover bodily injury, death and property damage for all owned, non-owned and hired vehicles and be written on an occurrence basis. d. Any insurance proceeds in excess of or broader than the minimum required coverage and/or minimum required limits which are applicable to a given loss shall be available Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE 6 to City. No representation is made that the minimum insurance requirements of this Agreement are sufficient to cover the obligations of Contractor under this Agreement. e. Each policy of general liability and automotive liability shall provide that City, its officers, officials, agents, and employees are declared to be additional insureds under the terms of the policy, but only with respect to the work performed by Contractor under this Agreement. A policy endorsement to that effect shall be provided to City along with the certificate of insurance. In lieu of an endorsement, City will accept a copy of the policy(ies) which evidences that City is an additional insured as a contracting party. The minimum coverage required by Subsection 18.b and c, above, shall apply to City as an additional insured. Any umbrella liability insurance that is provided as part of the general or automobile liability minimums set forth below shall be maintained for the duration of the Agreement. f. Contractor shall maintain during the life of this Agreement professional liability insurance covering errors and omissions arising out of the performance of this Agreement with a minimum limit of One Million Dollars ($1,000,000) per claim. Contractor agrees to keep such policy in force and effect for at least five (5) years from the date of completion of this Agreement. g. The insurance policies maintained by Contractor shall be primary insurance and no insurance held or owned by City shall be called upon to cover any loss under the policy. Contractor will determine its own needs in procurement of insurance to cover liabilities other than as stated above. h. Before Contractor performs any work or prepares or delivers any materials, Contractor shall furnish certificates of insurance and endorsements, as required by City, evidencing the aforementioned minimum insurance coverages on forms acceptable to City, which shall provide that the insurance in force will not be canceled or allowed to lapse without at least ten (10) days’ prior written notice to City. i. Except for professional liability insurance coverage that may be required by this Agreement, all insurance maintained by Contractor shall be issued by companies admitted to conduct the pertinent line of insurance business in California and having a rating of Grade A or better and Class VII or better by the latest edition of Best Key Rating Guide. In the case of professional liability insurance coverage, such coverage shall be issued by companies either licensed or admitted to conduct business in California so long as such insurer possesses the aforementioned Best rating. j Contractor shall immediately notify City if any required insurance lapses or is otherwise modified and cease performance of this Agreement unless otherwise directed by City. In such a case, City may procure insurance or self-insure the risk and charge Contractor for such costs and any and all damages resulting therefrom, by way of set-off from any sums owed Contractor. k. Contractor agrees that in the event of loss due to any of the perils for which it has agreed to provide insurance, Contractor shall look solely to its insurance for recovery. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE 7 Contractor hereby grants to City, on behalf of any insurer providing insurance to either Contractor or City with respect to the services of Contractor herein, a waiver of any right to subrogation which any such insurer may acquire against City by virtue of the payment of any loss under such insurance. l. Contractor shall include all subcontractors, if any, as insureds under its policies or shall furnish separate certificates and endorsements for each subcontractor to City for review and approval. All coverages for subcontractors shall be subject to all of the requirements stated herein. 19. Termination. City may for any reason terminate this Agreement by giving Contractor not less than five (5) days’ written notice of intent to terminate. Upon receipt of such notice, Contractor shall immediately cease work, unless the notice from City provides otherwise. Upon the termination of this Agreement, City shall pay Contractor for services satisfactorily provided and all allowable reimbursements incurred to the date of termination in compliance with this Agreement, unless termination by City shall be for cause, in which event City may withhold any disputed compensation. City shall not be liable for any claim of lost profits. 20. Maintenance and Inspection of Records. In accordance with generally accepted accounting principles, Contractor and its subcontractors shall maintain reasonably full and complete books, documents, papers, accounting records, and other information (collectively, the “records”) pertaining to the costs of and completion of services performed under this Agreement. City and its authorized representatives shall have access to and the right to audit and reproduce any of Contractor's records regarding the services provided under this Agreement. Contractor shall maintain all such records for a period of at least three (3) years after termination or completion of this Agreement. Contractor agrees to make available all such records for inspection or audit at its offices during normal business hours and upon three (3) days’ notice from City, and copies thereof shall be furnished if requested. 21. Compliance with all Laws/Immigration Laws. a. Contractor shall be knowledgeable of and comply with all local, state and federal laws which may apply to the performance of this Agreement. b. If the work provided for in this Agreement constitutes a “public works,” as that term is defined in Section 1720 of the California Labor Code, for which prevailing wages must be paid, to the extent Contractor’s employees will perform any work that falls within any of the classifications for which the Department of Labor Relations of the State of California promulgates prevailing wage determinations, Contractor hereby agrees that it, and any subcontractor under it, shall pay not less than the specified prevailing rates of wages to all such workers. The general prevailing wage determinations for crafts can be located on the website of the Department of Industrial Relations (www.dir.ca.gov/DLSR). Additionally, to perform work under this Agreement, Contractor must meet all State registration requirements and criteria, including project compliance monitoring. c. Contractor represents and warrants that Contractor: Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE 8 (1) Has complied and shall at all times during the term of this Agreement comply, in all respects, with all immigration laws, regulations, statutes, rules, codes, and orders, including, without limitation, the Immigration Reform and Control Act of 1986 (IRCA); and (2) Has not and will not knowingly employ any individual to perform services under this Agreement who is ineligible to work in the United States or under the terms of this Agreement; and (3) Has properly maintained, and shall at all times during the term of this Agreement properly maintain, all related employment documentation records including, without limitation, the completion and maintenance of the Form I-9 for each of Contractor’s employees; and (4) Has responded, and shall at all times during the term of this Agreement respond, in a timely fashion to any government inspection requests relating to immigration law compliance and/or Form I-9 compliance and/or worksite enforcement by the Department of Homeland Security, the Department of Labor, or the Social Security Administration. d. Contractor shall require all subcontractors or subconsultants to make the same representations and warranties as set forth in Subsection 21.c. e. Contractor shall, upon request of City, provide a list of all employees working under this Agreement and shall provide, to the reasonable satisfaction of City, verification that all such employees are eligible to work in the United States. All costs associated with such verification shall be borne by Contractor. Once such request has been made, Contractor may not change employees working under this Agreement without written notice to City, accompanied by the verification required herein for such employees. f. Contractor shall require all subcontractors or sub-consultants to make the same verification as set forth in Subsection 21.e. g. If Contractor or subcontractor knowingly employs an employee providing work under this Agreement who is not authorized to work in the United States, and/or fails to follow federal laws to determine the status of such employee, that shall constitute a material breach of this Agreement and may be cause for immediate termination of this Agreement by City. h. Contractor agrees to indemnify and hold City, its officers, officials, agents and employees harmless for, of and from any loss, including but not limited to fines, penalties and corrective measures City may sustain by reason of Contractor's failure to comply with said laws, rules and regulations in connection with the performance of this Agreement. 22. Governing Law and Venue. This Agreement shall be construed in accordance with and governed by the laws of the State of California and Contractor agrees to submit to the Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE 9 jurisdiction of California courts. Venue for any dispute arising under this Agreement shall be in Orange County, California. 23. Integration. This Agreement constitutes the entire agreement of the parties. No other agreement, oral or written, pertaining to the work to be performed under this Agreement shall be of any force or effect unless it is in writing and signed by both parties. Any wo rk performed which is inconsistent with or in violation of the provisions of this Agreement shall not be compensated. 24. Notice. Except as otherwise provided herein, all notices required under this Agreement shall be in writing and delivered personally, by e-mail, or by first class U.S. mail, postage prepaid, to each party at the address listed below. Either party may change the notice address by notifying the other party in writing. Notices shall be deemed received upon receipt of same or within three (3) days of deposit in the U.S. Mail, whichever is earlier. Notices sent by e- mail shall be deemed received on the date of the e-mail transmission. “CONTRACTOR” “CITY” CentralSquare Technologies, LLC City of Orange 100 Business Center Dr. 300 E. Chapman Avenue Lake Mary, FL 32746 Orange, CA 92866-1591 Attn.: Ron Anderson Attn.: Scott Jorgensen, Lieutenant Telephone: (800) 727-8088 Telephone: (714) 744-7356 E-Mail: ron.anderson@centralsquare.com E-Mail: sjorgensen@orangepd.org 25. Counterparts. This Agreement may be executed in one or more counterparts, each of which shall be deemed an original, but all of which together shall constitute one and the same instrument. Signatures transmitted via facsimile and electronic mail shall have the same effect as original signatures. [Remainder of page intentionally left blank; signatures on next page] Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE Sean Raburn Senior Contracts Specialist EXHIBIT “A” CONTRACTOR AGREEMENT [Beneath this sheet.] Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 CentralSquare Solutions Agreement This CentralSquare Solutions Agreement (the "Agreement"), effective as of the latest date shown on the signature block below (the "Effective Date"), is entered into between CentralSquare Technologies, LLC with its principal place of business in Lake Mary, FL ("CentralSquare") and the City of Orange, CA (for the benefit of and use by Orange Police Department) ("Customer"), together with CentralSquare, the "Parties", and each, a "Party". WHEREAS, Customer entered into a prior agreement for on-premise Enterprise Software products with TriTech Software Systems, a CentralSquare Technologies, LLC company; and WHEREAS, Customer is a currently licensed end user of the on-premise Enterprise Software; and WHEREAS, through asset purchase, CentralSquare is the owner of all TriTech Software Systems’ Software products, services, and contractual obligations; and WHEREAS, Customer desires to discontinue use of the on-premise Enterprise Software products and upgrade to the Cloud version of the Enterprise Software solution identified in Exhibit 1 to this Agreement; and WHEREAS, this Agreement shall replace and supersede any and all prior agreements directly related to the on-premise Enterprise Software products being replaced by this Agreement. WHEREAS, CentralSquare licenses and gives access to certain software applications (“Solutions”) to its customers and also provides maintenance, support, migration, installation and other professional services; and WHEREAS, Customer desires to license and/or gain access to certain Solutions and receive professional services described herein, and CentralSquare desires to grant and provide Customer license and access to such offerings as well as to provide support and maintenance, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by the signatures of their duly authorized repre sentative below, the Parties intending to be legally bound, agree to all of the following provisions and exhibits of this Agreement: CentralSquare Technologies, LLC City of Orange, CA 1000 Business Center Drive Lake Mary, FL 32746 300 E. Chapman Avenue Orange, CA , 92866 By: \Signature2\ By: \Signature1\ Print Name: \FullName2\ Print Name: \FullName1\ Print Title: \Title2\ Print Title: \Title1\ Date Signed: \DateSigned2\ Date Signed: \DateSigned1\ Solution: PSJ Enterprise Term. Initial Term. The Initial Term of this Agreement commences as of the Effective Date and will continue in effect for five (5) year(s) from such date unless terminated earlier pursuant to any of the Agreement’s express provisions (the “Initial Term”). Renewal Term. This Agreement will automatically renew for additional successive one (1) year terms unless earlier terminated pursuant to any of the Agreement’s provisions (a “Renewal Term” and, collectively, with the Initial Term, the “Term”). Non-Renewal. Either Party may elect to end renewal of the Agreement by issuing a notice of non-renewal, in writing, to the other Party six (6) months prior to the expiration of the Agreement term. Fees. In consideration of the rights and services granted by CentralSquare to Customer under this Agreement, Customer shall make payments to CentralSquare pursuant to the amounts and payment terms outlined in Exhibit 1 (the Solution(s) and Services Fee Schedule). All invoices shall be billed and paid in U.S. dollars (USD) and in accordance with the terms set forth in Exhibit 1. If Customer delays an invoice payment for any reason, Customer shall promptly notify CentralSquare in writing the reasons for such delay. Unless otherwise agreed by both Parties, CentralSquare may apply any payment received to any delinquent amount outstanding. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 Standard Terms and Conditions 1. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below: 1.1. "Affiliate" means any other Entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Entity. 1.2. "Authorized User" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Solutions pursuant to this Agreement, and for whom access to the Solutions has been purchased. 1.3. “Baseline Solution” means the version of a Solution updated from time to time pursuant to CentralSquare’s warranty services and maintenance, but without any other modification. 1.4. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of CentralSquare to deliver the Solutions, including all computers, software, hardware, databases, ele ctronic systems (including database management systems), and networks, whether operated directly by CentralSquare or through the use of third -party services. 1.5. "Customer Data" means information, data, and content, in any form or medium, collected, downloaded , or otherwise received, directly or indirectly from Customer, an Authorized User or end -users by or through the Solutions, provided the data is not personally identifiable and not identifiable to Customer. 1.6. "Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated by Customer or through the third-party services. 1.7. “Defect” means a material deviation between the Baseline Solution and its Documentation, for which Customer has given CentralSquare sufficient information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control. Further, with regard to any custom modification, Defect means a material deviation between the custom modification and the CentralSquare generated specification and Documentation for such custom modification, and for which Defect Customer has given CentralSquare sufficient information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s co ntrol. 1.8. “Delivery” means: 1.8.1. For on-premise Solutions, Delivery shall be when CentralSquare delivers to Customer the initial copies of the Solutions outlined in Exhibit 1 by whichever the following applies and occurs first (a) electronic delivery, by posting it on CentralSquare’s network for downloading, or similar suitable electronic file transfer method, or (b) physical shipment, such as on a disc or other suitable media transfer method, or (c) installation, or (d) delivery of managed services server. Physical shipment is on FOB - CentralSquare’s shipping point, and electronic delivery is at the time CentralSquare provides Customer with access to download the Solutions. 1.8.2. For cloud-based Solutions Delivery shall be whichever the following applies and occurs first when Authorized Users have (a) received log-in access to the Solution or any module of the Solution or (b) received access to the Solution via a URL. 1.9. "Documentation" means any manuals, instructions, or other documents or materials that CentralSquare pro vides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Solution(s), including any aspect of its installation, configuration, integration, operation, use, support, or maintenance. 1.10. “End User Training” means the process of educating general users of the Software on the operation of the Software. 1.11. “Entity” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other organization. 1.12. “Hardware” means any equipment, computer systems, servers, storage devices, peripherals, and any other tangible assets purchased under this Agreement. 1.13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. 1.14. “Managed Services Hardware” means any equipment, computer systems, servers, peripherals, and any other tangible asset purchased as a subscription under this Agreement. 1.15. “Maintenance” means optimization, error correction, modifications, and Updates (defined herein) to CentralSquare Solutions to correct any known Defects and improve performance. Maintenance will be provided for each Solution, the hours and details of which are described in Exhibit 2 (Maintenance and Support). 1.16. “New or Major Releases” means new versions of a Baseline Solution (e.g., version 4.0, 5.0 etc.) not provided as part of Maintenance. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 1.17. "Personal Information" means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located. Personal Information includes all "nonpublic personal information" as defined under the Gramm-Leach-Bliley Act, "protected health information" as defined under the Health and Insurance Portability and Accountability Act of 1996, "Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal Information" as defined under the Children's Online Privacy Protection Ac t of 1998, and all rules and regulations issued under any of the foregoing. 1.18. “Professional Services” means configuration, installation, implementation, development work, training or consulting services including custom modification programming, support relating to custom modifications, on-site support services, assistance with data transfers, system restarts and reinstallations provided by CentralSquare. 1.19. “Project Kickoff” is a meeting to occur shortly after contract execution between CentralSquare and Customer in which goals and objectives are set forth, all parties relevant team members are identified, and scope, timelines, and milestones are reviewed. 1.20. “Reliability Period” is the time period in which the Software is tested and confirmed reliable by successfu lly completed fifteen (15) continuous days in a live environment with no repeatable Priority 1 or Priority 2 issues as defined in Exhibit 2, unless otherwise agreed in a statement of work. 1.21. “Software” means the software program(s) (in object code format only) identified on Exhibit 1 (Solution(s) and Services Fee Schedule). The term “Software” excludes any Third-Party Software. 1.22. “Software Version” means the base or core version of the Solution Software that contains significant new features and significant fixes and is available to the Customer. The nomenclature used for updates and upgrades consists of major, minor, build, and fix and these correspond to the following digit locations of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7 refers to the major release, the 4 refers to the minor release, the 1 refers to the build, and the 3 refers to a fix. 1.23. "Solutions" means the software, Documentation, development work, CentralSquare Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, provided or used by CentralSquare or any Subcontractor in connection with Professional Services or Support Services rendered under this Agreement. 1.24. “Support Services” means Maintenance, Enhancements, implementation of New Releases, and general support efforts to respond to incidents reported by Customer in accordance with Exhibit 2 (Maintenance & Support). 1.25. "Third-Party Materials" means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, related services, equipment, or components of or relating to the Solutions that are not proprietary to CentralSquare. 2. License, Access, and Title. 2.1. License Grant. For any Solution designated as a “license” on Exhibit 1, Customer is granted a perpetual (unless terminated as provided herein), nontransferable, nonexclusive right and license to use the Software for Customer’s own internal use for the applications described in the Statement of Work, in the applicable environment (e.g., production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1. Additional software licenses purchased after the execution of this Agreement shall also be licensed in accordance with the provisions of this section. Customer shall not use, copy, rent, lease, sell, sublicense, modify, create derivative works from/of, or transfer any software, or permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of the applicable license. In such event, Customer shall not be entitled to a refund of any license fees paid. No twithstanding, Customer shall be entitled to use software at the applicable designated location for the purpose of the application(s) described in the Statement of Work to provide services for itself and other Affiliate governmental agencies/entities, provided that the Software is installed and operated at only one physical location. The Software license granted in this Agreement or in connection with it are for object code only and do not include a license or any rights to source code whatsoever. 2.2. Access Grant. For any Solution designated as a “subscription” on Exhibit 1, so long as subscription fees are paid and current, (unless terminated as provided herein), Customer is granted a nontransferable, nonexclusive right to use the software for the Customer’s own internal use for the applications described in the Statement of Work, in the applicable environment (e.g., production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1. Additional CentralSquare software subscriptions purchased after the execution of this Agreement shall also be accessed in accordance with the provisions of this section. Customer shall not use, copy, rent, lease, sell, sublicense, modify, create derivative works from/of, or transfer any software, or permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of the applicable access. In such event, Customer shall not be entitl ed to a refund of any subscription fees paid. Notwithstanding, Customer shall be entitled to use software at the applicable designated location for the purpose of the application(s) described in the Statement of Work to provide services for itself and othe r Affiliate governmental agencies/entities. The subscription access granted in this Agreement or in connection with it are for object code only and do not include a license or any rights to source code whatsoever. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 2.3. Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-sublicensable, non- transferable license to use the Documentation during the Term solely for Customer's internal business purposes in connection with its use of the Solutions. 2.4. Application Programming Interface “API”. If the Customer has purchased any Application Programming Interface (API) license or subscription, Customer may use such API for Customer’s own internal use to develop interfaces which enable interfacing with the applicable CentralSquare Software purchased herein. The development and use of such interfacing applications is specifically permitted under the use granted herein and shall not be deemed derivative works provided that they are not, in fact, derived from the CentralSquare Software or the ideas, methods of operation, processes, technology or know-how implemented therein. Other than the usage rights granted herein, Customer shall not acquire any right, title or interest in the CentralSquare Software or API by virtue of the interfaci ng of such applications, whether as joint owner, or otherwise. Should Customer desire to provide or share the API to a third -party, the third-party must enter into an API Access Agreement by and between the third -party and CentralSquare directly to govern the usage rights and restrictions of the applicable API. 2.5. Hardware. Subject to the terms and conditions of this Agreement, CentralSquare agrees to deliver, through hardware vendors, the Hardware itemized on Exhibit 1. The risk of loss or damage will pass to Customer upon the date of delivery to the Customer specified facility. Upon delivery and full satisfaction of the Hardware payment obligations, Hardware shall be deemed accepted and Customer will acquire good and clear title to Hardware. All Hardware manufacturer warranties will be passed through to Customer. CentralSqua re expressly disclaims, and Customer hereby expressly waives all other Hardware warranties, express or implied, without limitation, warranties of merchantability and fitness for a particular purpose. 2.6. RESERVED. 2.7. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Solutions, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in the Solutions, and the Third-Party Materials are and will remain with CentralSquare and the respective rights holders. 3. Use Restrictions. Authorized Users shall not: 3.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any Entity, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; 3.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Solutions, in whole or in part; 3.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other than by an Authorized User through the use of his or her own then valid access; 3.4. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code (any software, hardware, device, or other technology, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer, software firmware, hardware, system or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Solutions as intended by this Agreement; 3.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the CentralSquare Systems, or CentralSquare's provision of services to any third -party, in whole or in part; 3.6. remove, delete, alter, or obscure any trademarks, specifications, Documentation, warranties, or disclai mers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Documentation or Solutions, including any copy thereof; 3.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third-party, or that violates any applicable law; 3.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development, provision, or use of a competing software service or product or any other purpose that is to CentralSquare's detriment or commercial disadvantage or otherwise access or use the Solutions beyond the scope of the authorization granted in Section 2. 4. Audit. 4.1. CentralSquare shall have the right to audit Customer’s use of the Software to monitor compliance with this Agreement . Customer shall permit CentralSquare and its directors, officers, employees, and agents to have on -site access at Customer’s premises (or remote access as the case may be) during normal business hours to such systems, books, and records for the purpose of verifying license counts, access counts, and overall compliance with this Agreement. Customer shall render reasonable cooperation to CentralSquare as requested. If as a result of any audit or inspection CentralSquare substantiates a deficiency or non -compliance, or if an audit reveals that Customer has exceeded the restrictions on use, Customer shall promptly reimburse CentralSquare for all its costs and expenses incurred to conduct Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 such audit or inspection and be required to pay for any delinquencies in compliance and prompt payment of any underpayment of Fees. 5. Customer Obligations. 5.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair all Customer Systems on or through which the Solutions are accessed or used; (b) provide CentralSquare Personnel with such access to Customer's premises and Customer Systems as is necessary for CentralSquare to perform the Support Services in accordance with the Support Standards and specifications and if required by CentralSquare, remote access in accordance with Exhibit 3 (CentralSq uare Access Management Policy); and (c) provide all cooperation as CentralSquare may reasonably request to enable CentralSquare to exercise its rights and perform its obligations under this Agreement. 5.2. Effect of Customer Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement. 5.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (includin g, where applicable, by discontinuing and preventing any unauthorized access to the Solutions and permanently erasing from their systems and destroying any data to which any of them gained unauthorized access); and (b) notify CentralSquare of any such actual or threatened activity. 5.4. Maintaining Current Versions of CentralSquare Solutions. In accordance with Exhibit 2 (Maintenance & Support). Customer shall install and/or use any New or Major Release within one year of being made available by CentralSquare to mitigate a performance problem, ineligibility for Support Services, or an infringement claim. 6. Professional Services. 6.1. Compliance with Customer Policies. While CentralSquare personnel are performing services at Customer's site, CentralSquare personnel will comply with Customer’s reasonable procedures and site policies that are generally applicable to Customer’s other suppliers providing similar services and that have been provided to CentralSquare in writing or in advance. 6.2. Contributed Material. In the process of CentralSquare’s performing Professional Services, Customer may, from time to time, provide CentralSquare with designs, plans, or specifications, improvements, works or other material for inclusion in, or making modifications to, the Solutions, the Documentation or any other deliverables (“Contributed Material”). Customer grants to CentralSquare a nonexclusive, irrevocable, perpetual, transferable right, without the payment of any royalties or other compensation of any kind and without the right o f attribution, for CentralSquare, CentralSquare’s Affiliates and CentralSquare’s licensees to make, use, sell and create derivative works of the Contributed Material. 6.3. Federal Grant Funds. Not Applicable. 6.4. Criminal Justice Information Services. To the extent permissible, the parties acknowledge that any employee of CentralSquare who has been granted Criminal Justice Information Services ("CJIS") clearance in any state within the United States shall be deemed to have satisfied the CJIS clearance requirements u nder this Agreement. This provision is based on the principle of reciprocity, recognizing the validity of CJIS clearance across state lines. Notwithstanding the foregoing, CentralSquare shall ensure that all employees comply with the applicable laws and regulations of the state in which services under this Agreement are performed. CentralSquare shall also ensure that all employees continue to meet the standards required for CJIS clearance and shall promptly notify Customer of any changes in an employee’s CJIS clearance status. 7. Confidentiality. 7.1. Nondisclosure. The Parties agree, unless otherwise provided in this Agreement or required by law, not to use or make each other's Confidential Information available to any third party for any purpose other than as necessary to perform under this Agreement. “Confidential Information” means the Solution(s), Software, and customizations in any embodiment, and either Party’s technical and business information relating to inventions or software, research and development, future product specifications, engineering processes, costs, profit or margin information, marketing and future business plans as well as any and all internal Customer and employee information, and any information exchanged by the Parties that is clearly marked with a confidential, private or pro prietary legend or which, by its nature, is commonly understood to be confidential. 7.2. Exceptions. A Party's Confidential Information shall not include information that: (a) is or becomes publicly available through no act or omission of the recipient; (b) was in the recipient’s lawful possession prior to the disclosure and was not obtained by the recipient either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the recip ient by a third party without restriction on recipient’s disclosure, and where recipient was not aware that the information was the confidential information of discloser; (d) is independently developed by the recipient without violation of this Agreement; or (e) is required to be disclosed by law. 8. Security. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 8.1. CentralSquare will implement commercially reasonable administrative, technical and physical safeguards designed to ensure the security and confidentiality of Customer Data, protect against any anticipated threats or hazards to the security or integrity of Customer Data, and protect against unauthorized access or use of Customer Data. CentralSquare will review and test such safeguards on no less than an annual basis. 8.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication, non-repudiation, virus detection and eradication. 8.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall maintain agreements with such Authorized Users that adequately protect the confidentiality and I ntellectual Property Rights of CentralSquare in the Solutions and Documentation and disclaim any liability or responsibility of CentralSquare with respect to such Authorized Users. 9. Personal Data. If CentralSquare processes or otherwise has access to any personal data or Personal Information on Customer’s behalf when performing CentralSquare’s obligations under this Agreement, then: 9.1. Customer shall be the data controller (where “data controller” means an entity which alone or jointly with others determines purposes for which and the manner in which any personal data are, or are to be, processed) and CentralSquare shall be a data processor (where “data processor” means an entity which processes the data only on behalf of the data controller and not for any purposes of its own); 9.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant personal data or Personal Information to CentralSquare so that CentralSquare may lawfully use, process and transfer the personal data and Personal Information in accordance with this Agreement on Customer’s behalf, which may include CentralSquare processing and transferring the relevant personal data or Personal Information outside the country where Customer and the Authorized Users are located in order for CentralSquare to provide the Solutions and perform its other obligations under this Agreement; and 9.3. CentralSquare shall process personal data and information only in accordance with lawful and reasonable written instructions given by Customer and as set out in and in accordance with the terms of this Agreement; and 9.4. CentralSquare shall take reasonable steps to ensure that its employees, agents and contractors who may have access to Personal Information are persons who need to know / access the relevant Personal Information for valid business reasons; and 9.5. each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing of the personal data and Personal Information or its accidental loss, destruction or damage so that, having regard to the state of technological development and the cost of implementing any measures, the measures taken ensure a level of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal data and Personal Information and the nature of the personal data and Personal Information being protected. If necessary, the Parties will cooperate to document these measures taken. 10. Representations and Warranties. 10.1. Intellectual Property Warranty. CentralSquare represents and warrants that (a) it is the sole and exclusive owner of (or has the right to license) the software; (b) it has full and sufficient right, title and authority to grant the rights and/or licenses granted under this Agreement; (c) the software does not contain any materials developed by a third party used by CentralSquare except pursuant to a license agreement; and (d) the sof tware does not infringe any patent, or copyright. 10.2. Intellectual Property Remedy. In the event that any third party asserts a claim of infringement against the Customer relating to the software contained in this Agreement, CentralSquare shall indemnify and defend the Customer pursuant to section 13.1 of this Agreement. In the case of any such claim of infringement, CentralSquare shall either, at its option, (1) procure for Customer the right to continue using the software; or (2) replace or modify the software so that that it becomes non-infringing, but equivalent in functionality and performance. 10.3. Software Warranty. CentralSquare warrants to Customer that: (i) for a period of one year from the Effective Date (the “Warranty Period”) the Software will substantially conform in all material respects to the specifi cations set forth in the Documentation, when installed, operated and used as recommended in the Documentation and in accordance with this Agreement; and (ii) at the time of delivery the Software does not contain any virus or other malicious code. 10.4. Software Remedy. If, during the Warranty Period a warranty defect is confirmed in the CentralSquare Software, CentralSquare shall, at its option, reinstall the Software or correct the Defects. Defects that occur in the Software after the Warranty Period will be corrected pursuant to Exhibit 2 (Maintenance & Support). 10.5. Services Warranty. CentralSquare warrants that the Professional Services delivered will substantially conform to the deliverables specified in the applicable statement of work and that all Professional Services will be performed in a professional and workmanlike manner consistent with industry standards for similar work. If Professional Services do not substantially conform to the deliverables, Customer shall notify CentralSquare of such non -conformance in writing, within 10 days from completion of Professional Service, and CentralSquare shall promptly repair the non-conforming deliverables. 10.6. Disclaimer of Warranty. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE, CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 THE INTELLECTUAL PROPERTY, SOFTWARE, PROFESSIONAL SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT THAT A SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD-PARTY MATERIALS ARE PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE’S WARRANTY UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF. 11. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by United States registered or certified mail, return receipt requested; transmitted by facsimile or email confirmed by first class mail, or sent by overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the Party may subsequently designate for its receipt of notices in writing by the other Party. If to CentralSquare : CentralSquare Technologies, LLC 1000 Business Center Dr. Lake Mary, FL 32746 Phone: 407-304-3235 Attention: Legal/Contracts If to Customer: Orange Police Department 1107 North Batavia Street Orange, CA 92867 Phone: (714) 744-7444 Email: sjorgensen@orangepd.org Attention: Scott Jorgensen 12. Force Majeure. Neither Party shall be responsible for failure to fulfill its obligations hereunder , or be liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, pandemic or epidemic, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment, software, or services f rom suppliers, default of a subcontractor or vendor to the Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other Party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the Party’s reasonable control (“Excusable Delay” hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay. 13. Indemnification. 13.1. CentralSquare Indemnification. CentralSquare shall indemnify, defend, and hold harmless Customer from any and all Claims or liability, including attorneys' fees and costs, brought by a third party, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or 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 caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a Claim or liability results from or is contributed to by the actions or omissions of Customer, or its employees, agents or contractors, CentralSquare’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. 13.2. Customer Indemnification. To the extent allowable by law, Customer shall indemnify, defend, and hold harmless CentralSquare from any and all Claims or liability, including attorneys' fees and costs, allegedly arising out of, in connection with, or incident to any loss, damage or injury to persons or property or arising solely from a wrongful or negligent act, error or omission of Customer, its employees, agents, contractors , or any subcontractor as a result of Customer’s or any subcontractor’s performance pursuant to this Agreement; however, Customer shall not be required to indemnify CentralSquare for any Claims or actions caused to the extent of the negligence or wrongful act of CentralSquare, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 Claim or liability results from or is contributed to by the actions or omissions of CentralSquare, or its employees, agents or contractors, Customer’s obligations under this provision shall be reduced to the extent of such actions or omissions based upon the principle of comparative fault. 13.3. "Claim" in this Section 13 means any claim, cause of action, demand, lawsuit, dispute, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at law, in equity, or otherwise. 14. Termination. 14.1. Either Party may terminate this Agreement for a material breach in accordance with this subsection. In such event, the disputing Party shall deliver written notice of its intent to terminate along with a description in reasonable detail of the problems for which the disputing Party is invoking its right to terminate and the specific requirement within this Agreement or any exhibit or schedule hereto that the disputing Party is relying upon. Following such notice, the Parties shall commence dispute resolution procedures in accordanc e with the dispute resolution procedure pursuant to Section 17. 14.2. CentralSquare shall have the right to terminate this Agreement based on Customer’s failure to pay undisputed amounts due under this Agreement more than ninety (90) days after delivery of written notice of non -payment. 15. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement: 15.1. All rights, licenses, and authorizations granted to Customer hereunder will immediately terminate and Customer shall immediately cease all use of CentralSquare’s Confidential Information and the Solutions, and within thirty (30) days deliver to CentralSquare, or at CentralSquare’s request destroy and erase CentralSquare’s Confidential Information from all systems Customer directly or indirectly controls; and 15.2. All licenses, access or subscription fees, services rendered but unpaid, and any amounts due by Customer to CentralSquare of any kind shall become immediately payable and due no later than thirty (30) days after the effective date of the termination or expiration, including anything that accrues within those thirty (30) days. 15.3. The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that, by its nature (including but not limited to: Use Restrictions, Confidential Information, Warranty Disclaimers, Indemnifications, & Limitations of Liability), will survive any expiration or termination of this Agreement. 15.4. In the event that Customer terminates this Agreement or cancels any portions of a project (as may be set forth in a Statement of Work) prior to Go Live (which shall be defined as “first use of a Solution or module of a Solution in a production environment, unless otherwise agreed by the Parties in a statement of work”), Customer shall pay for all Professional Services actually performed by CentralSquare on a time and materials basis, regardless of the payment terms in Exhibit 1. 15.5. Return of Customer Data. If Customer requests in writing at least ten (10) days prior to the effective date of expiration or earlier termination of this Agreement, CentralSquare shall within sixty (60) days following such expira tion or termination, deliver to Customer in CentralSquare’s standard format the then most recent version of Customer Data maintained by CentralSquare, provided that Customer has at that time paid all Fees then outstanding and any amounts payable after or as a result of such expiration or termination. 15.6. Deconversion. In the event of (i) expiration or earlier termination of this Agreement, or (ii) Customer no longer purchasing certain Solutions (including those indicated to be Third -Party Materials), if Customer requests assistance in the transfer of Customer Data to a different vendor’s applications (“Deconversion”), CentralSquare will provide reasonable assistance. CentralSquare and Customer will negotiate in good faith to establish the relative roles and resp onsibilities of CentralSquare and Customer in effecting Deconversion, as well as the appropriate date for completion. CentralSquare shall be entitled to receive compensation for any additional consultation, services, software, and documentation required for Deconversion on a time and materials basis at CentralSquare’s then standard rates. 15.7. Termination of this Agreement shall not relieve either Party of any other obligation incurred one to the other prior to termination. 16. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all of CentralSquare’s assets, CentralSquare may assign this Agreement to an entity ready, willing and able to perform CentralSquare’s executory obligations hereunder. 17. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement (each, a “Dispute”), including the breach, termination, or validity thereof, shall be resolved as follows: 17.1. Good Faith Negotiations. The Parties agree to send written notice to the other Party of any Dispute (“Disp ute Notice”). After the other Party receives the Dispute Notice, the Parties agree to undertake good faith negotiations to resolve the Dispute. Each Party shall be responsible for its associated travel and other related costs. 17.2. Escalation to Mediation. If the Parties cannot resolve any Dispute through good faith negotiations, the dispute will be escalated to non-binding mediation, with the Parties acting in good faith to select a mediator and establishing the mediation process. The Parties agree the mediator’s fees and expenses, and the mediator’s costs incidental to the mediation, will be shared equally between the Parties. The Parties shall bear their own fees, expenses, and costs. 17.3. Confidential Mediation. The Parties further agree all written or oral offers, promises, conduct, and statements made in Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 the course of the mediation are confidential, privileged, and inadmissible for any purpose in any litigation, arbitration or other proceeding involving the Parties. However, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result of its use in the mediation. 17.4. Litigation. If the Parties cannot resolve a Dispute through mediation, then once an impasse is declared by the mediator either Party may pursue litigation in a court of competent jurisdiction. 18. Waiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such Party thereafter to enforce such provisions. If any provision of this Agreement is found to be unenforceable, that provision will be enforced to the maximum extent possible, and the validity, legality and enforceability of the remainin g provisions will not in any way be affected or impaired thereby. 19. LIABILITY. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY, AND REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE, OR OTHERWISE: 19.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO, REPLACEMENT COSTS, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSSES OF PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, AND REPUTATION, AND MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND 19.2. CENTRALSQUARE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL NOT EXCEED THE AMOUNT(S) ACTUALLY PAID BY CUSTOMER TO CENTRALSQUARE HEREUNDER FOR THE LAST TWELVE (12) MONTHS PRIOR TO THE DATE THE CLAIM AROSE. 20. Insurance. During the term of this Agreement, CentralSquare shall maintain insurance coverage covering its operations in accordance with Exhibit 4 (Certificate of Insurance (Evidence of Coverage)). Upon request by Customer, CentralSquare shall include Customer as an additional insured on applicable insurance policies provided under this Agreement. CentralSquare shall provide proof of current coverage during the term of this Agreement. 21. Third-Party Materials. CentralSquare may, from time to time, include third parties to perform services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides front-line support services for these Third- Party Materials, but these third parties assume all responsibility and liability in connection with the Third -Party Materials. CentralSquare is not authorized to make any representations or warranties that are binding upon the third-party or to engage in any other acts that are binding upon the third -party, except specifically that CentralSquare is authorized to represent third - party fees and to accept payment of such amounts from Customer on behalf of the third-party for as long as such third-party authorizes CentralSquare to do so. As a condition precedent to installing or accessing certain Third -Party Materials, Customer may be required to execute a click-through, shrink-wrap End User License Agreement (“EULA”) or similar agreement provided by the Third-Party Materials provider. If mapping information is supplied with the CentralSquare Software, CentralSquare makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the CentralSquare Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Customer or the mapping database vendor to CentralSquare. All third -party materials are provided “as-is” and any representation or warranty concerning them is strictly between Customer and the third -party. 22. Subcontractors. CentralSquare may from time to time, in its discretion, engage third parties to perform services on its behalf including but not limited to Professional Services, Support Services, and/or provide software (each, a "Subcontractor"). CentralSquare shall be fully responsible for the acts of all subcontractors to the same extent it is responsible for the acts of its own employees. 23. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference, constitute the entire agreement between the Parties with respect to the subject matter. These documents supersede and merge all previous and contemporaneous proposals of sale, communications, representations, understandings and agreements, whether oral or written, between the Parties with respect to the subject hereof. 24. Amendment. Either Party may, at any time during the term, request in writing changes to this agreement. The Parties shall evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until memorialized in either a CentralSquare issued add-on quote signed by Customer, or a written change order or amendment to this Agreement signed by both Parties. 25. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein, express or implied, is inte nded to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement. 26. Counterparts. This Agreement, and any amendments hereto, may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. The Agreement (and any amendments) shall be considered properly executed by a Party if executed by that Party and transmitted by facsimile or other electronic means, such as DocuSign, Tagged Image Format Files (TIFF), or Portable Document Format (PDF). Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 27. Material Adverse Change. If any law, regulation, applicable standard, process, OEM requirement is changed or comes into force after the Effective Date, including but not limited to PCI standards or Americans with Disabilities Act compliance (collectively, a “Material Adverse Change”), whi ch is not explicitly addressed within this Agreement and results in significant extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet, discuss in good faith, and agree upon reducing the technical, operational, and/or commercial impact of such Material Adverse Change. 28. Cooperative Purchases. This Agreement may be used by Customer Affiliates. CentralSquare agrees to offer similar services to other Affiliates under the same terms and conditions as stated herein except that the Fees may be negotiated between CentralSquare and other Affiliates based on the specific revenue expectations, agency reimbursed costs, and other Affiliate requirements. The Customer will in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of purchases by such Affiliates. CentralSquare and the Affiliate will enter into any such arrangement with an amendment to this Agreement. 29. Order of Precedence. 29.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, then the following priority shall prevail: 29.1.1. The main body of this Agreement and any associated amendments, statements of work (including Exhibit 5 (Statement of Work)), or change orders and then the attached Exhibits to this Agreement in the order in which they appear. 29.2. Customer’s purchase terms and conditions or CentralSquare’s sales terms and conditions are not applicable and shall have no force or effect, whether referenced in any document in relation to this Agreement. 29.3. Incorporated Exhibits to this Agreement: Exhibit 1: Solution(s) and Services Fee Schedule Exhibit 2: Maintenance & Support Exhibit 3: CentralSquare Access Management Policy Exhibit 4: Certificate of Insurance (Evidence of Coverage) Exhibit 5: Statement of Work Exhibit 6: Service Level Commitments Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 EXHIBIT 1 Solution(s) and Services Fee Schedule WHAT SOFTWARE IS INCLUDED? CAD PRODUCT NAME QUANTITY UNIT PRICE DISCOUNT TOTAL 1. Enterprise CAD Archive Server Annual Subscription Fee 1 1,000.00 - 265.00 735.00 2. Enterprise CAD GISLink Position Annual Subscription Fee 1 1,900.00 - 503.50 1,396.50 3. Enterprise CAD Mapping Annual Subscription Fee 10 200.00 - 530.00 1,470.00 4. Enterprise CAD Mapping Test/Training Annual Subscription Fee 1 200.00 - 53.00 147.00 5. Enterprise CAD Position Annual Subscription Fee 10 3,900.00 - 10,335.00 28,665.00 6. Enterprise CAD Routing Server Annual Subscription Fee 1 7,300.00 - 1,934.50 5,365.50 7. Enterprise CAD Server Annual Subscription Fee 1 13,400.00 - 3,551.00 9,849.00 8. Enterprise CAD Situational Awareness Management (SAM) Annual Subscription Fee 1 8,000.00 - 2,120.00 5,880.00 9. Enterprise CAD/Mobile: Add-on 8hrs/day Train/Test Env. Annual Subscription Fee 1 21,000.00 - 5,565.00 15,435.00 10. Enterprise CAD/Mobile: Std. Base Env. AWS GovCloud Annual Subscription Fee 1 161,500.00 - 42,797.50 118,702.50 11. NCIC/State Query Position for Enterprise CAD Subscription 10 200.00 - 530.00 1,470.00 CAD Software Subtotal 257,300.00 USD CAD Software Discount - 68,184.50 USD CAD Software Total 189,115.50 USD CENTERLINE AI PRODUCT NAME QUANTITY UNIT PRICE DISCOUNT TOTAL 12. Centerline AI Platform Annual Subscription Fee 1 4,000.00 - 4,000.00 0.00 13. Centerline AI User Annual Subscription Fee 165 350.00 - 57,750.00 0.00 Centerline AI Software Subtotal 61,750.00 USD Centerline AI Software Discount - 61,750.00 USD Centerline AI Software Total 0.00 USD INTERFACES PRODUCT NAME QUANTITY UNIT PRICE DISCOUNT TOTAL 14. CentralSquare Identity Annual Subscription Fee 1 0.00 0.00 Quote #: Q-195468 Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 15. CentralSquare Message Switch (OP) Annual Subscription Fee 1 9,500.00 - 2,517.50 6,982.50 16. CentralSquare Message Switch Additional Transaction (OP) Annual Subscription Fee*** 13 1,500.00 - 19,500.00 0.00 17. Standard ANI/ALI Interface Annual Subscription Fee 1 3,500.00 - 927.50 2,572.50 18. Standard Law Enforcement Information Exchange (LInX) Publisher Annual Subscription Fee 1 5,000.00 - 2,000.00 3,000.00 19. Standard LexisNexis DORS Incident Importer (Coplogic) Annual Subscription Fee 1 3,700.00 - 1,480.00 2,220.00 Interfaces Software Subtotal 41,200.00 USD Interfaces Software Discount - 26,425.00 USD Interfaces Software Total 14,775.00 USD MOBILE PRODUCT NAME QUANTITY UNIT PRICE DISCOUNT TOTAL 20. Enterprise Mobile Base Position w/ CJIS/NCIC Subscription 55 400.00 - 5,830.00 16,170.00 21. Enterprise Mobile Mapping Annual Subscription Fee 55 100.00 - 1,457.50 4,042.50 22. Enterprise Mobile Mapping Test/Training Annual Subscription 1 100.00 - 26.50 73.50 23. Enterprise Mobile Server Annual Subscription Fee 1 12,000.00 - 3,180.00 8,820.00 Mobile Software Subtotal 39,600.00 USD Mobile Software Discount - 10,494.00 USD Mobile Software Total 29,106.00 USD RMS PRODUCT NAME QUANTITY UNIT PRICE DISCOUNT TOTAL 24. Enterprise RMS NIBRS Module Annual Subscription 1 9,700.00 - 3,880.00 5,820.00 25. Records Enterprise Cloud Annual Subscription Fee 1 150,000.00 - 60,000.00 90,000.00 RMS Software Subtotal 159,700.00 USD RMS Software Discount - 63,880.00 USD RMS Software Total 95,820.00 USD SOFTWARE SUMMARY Software Subtotal 559,550.00 USD Software Discount - 230,733.50 USD Software Total 328,816.50 USD Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 WHAT SERVICES ARE INCLUDED? CENTERLINE AI DESCRIPTION TOTAL 1. Centerline Implementation Services - Fixed Fee 1,560.00 Centerline AI Services Subtotal 1,560.00 USD Centerline AI Services Discount - 1,560.00 USD Centerline AI Services Total 0.00 USD IMPLEMENTATION SERVICES DESCRIPTION TOTAL 2. CAD Enterprise Cloud Migration Services (7-20 CAD Positions) - Fixed Fee 10,000.00 3. Public Safety Consulting Services - Fixed Fee 25,740.00 4. Public Safety Development Services - Fixed Fee 2,925.00 5. Public Safety GIS/Analytics Services - Fixed Fee 4,875.00 6. Public Safety Project Management Services - Fixed Fee 10,530.00 7. Public Safety Technical Services - Fixed Fee 15,210.00 8. Public Safety Training Services - Fixed Fee 3,120.00 9. Records Enterprise Hybrid Cloud Migration Services (1-400 Sworn) - Fixed Fee 30,000.00 Implementation Services Subtotal 102,400.00 USD Implementation Services Discount - 8,112.00 USD Implementation Services Total 94,288.00 USD SERVICES SUMMARY Services Subtotal 103,960.00 USD Services Discount - 9,672.00 USD Services Total 94,288.00 USD QUOTE SUMMARY Software Subtotal 559,550.00 USD Services Subtotal Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 103,960.00 USD Quote Subtotal 663,510.00 USD Discount - 240,405.50 USD Quote Total 423,104.50 USD WHAT ARE THE RECURRING FEES? TYPE AMOUNT FIRST YEAR MAINTENANCE TOTAL 0.00 FIRST YEAR SUBSCRIPTION TOTAL 328,816.50 FIRST YEAR RECURRING SERVICES TOTAL 0.00 The amount totals for Maintenance and/or Subscription on this quote include only the first year of software use and maintenance. Renewal invoices will include this total plus any applicable uplift amount as outlined in the relevant purchase agreement. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 Payment Terms: Subscriptions: - If applicable, Annual Subscription Fees are due six (6) months from the Delivery Date, and annually thereafter on the anniversary of the Delivery Date. - Annual Subscription Fees shall increase as follows: o Years 2 through 4 = 3% o Year 5 onward = 5% *** Subscription Fees for the “CentralSquare Message Switch Additional Transaction (OP)” licenses are being provided at no charge for Year 1. Beginning with Year 2 and onward, Subscription Fees of $1,500.00 each will be due. Services: Payment Schedule: Implementation Services 30% Due on Effective Date 20% Due at Project Kickoff 15% Due at completion of 1st End User Training Session 30% Due at Go Live 5% Due at completion of Reliability Period - If applicable, non-fixed fee professional services shall be due as incurred on a time and materials basis. Non-fixed fee professional services are not included in the percentages outlined in the above Payment Schedule. - If applicable, non-fixed fee travel expenses shall be due as incurred, invoiced monthly for the travel expenses of the preceding month. Non-fixed fee travel expenses are not included in the percentages outlined in the above Payment Schedule. - If applicable, Fixed Fee travel expenses are included in the percentages outlined in the above Payment Schedule. Hardware: - If applicable, Non-subscription Hardware Fees are due on the Effective Date. Licenses: - If applicable, License Fees are due on the Delivery Date. Third Party: - If applicable, Third-Party Software Fees are due on the Effective Date. Third-Party software subscriptions and/or support fees shall be due annually thereafter on the anniversary of the Effective Date . Third-Party Software fees are subject to increase each year. - If applicable, Third-Party Services shall be due 50% at Effective Date, 25% at completion of 1st End User Training Session, and 25% at Go Live. Invoice Terms: CentralSquare shall provide an invoice for the items in the schedule above no less than thirty (30) days prior to the due dat e. ANCILLARY FEES a. Customer is responsible for paying all taxes relating to this Agreement. Applicable tax amounts (if any) are not included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide CentralSquare valid proof of exemption; otherwise, CentralSquare will invoice Customer and Customer will pay to CentralSquare all such tax amounts. b. To the extent allowable by law, if Customer fails to make any payment when due, then CentralSquare may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly, or, if lower, the highest rate permitted under applicable law; and if such failure continues for 90 days following written notice thereof, CentralSquar e may suspend performance or access until past due amounts have been paid. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 EXHIBIT 2 Maintenance & Support This Maintenance & Support Exhibit describes support and maintenance relating to technical support that CentralSquare will provide to Customer during the Term of the Agreement. 1. Product Updates and Releases 1.1. Software Version. “Software Version” means the base or core version of the Software that contains significant new features and significant fixes and is available to the Customer. Software Versions may occur as the Software architecture changes or as new technologies are developed. The nomenclature used for updates and upgrades consists of major, minor, build, and fix and these correspond to the following digit locations of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7 refers to the major release, the 4 refers to the minor release, the 1 refers to the build, and the 3 refers to a fix. All Software Versions are provided and included as part of this Agreement. 1.2. Updates. From time to time CentralSquare may develop permanent fixes or solutions to known problems or bugs in the Software and incorporate them in a formal “Update” to the Software. If Customer is receiving technical support from CentralSquare on the general release date for an Update, CentralSquare will provide the Customer with the Update and related Documentation at no extra charge. Updates for custom configurations will be agreed upon by the Parties and outlined in a Statement of Work or Change Order. 1.3. Releases. Customer shall agree to install and/or use any New or Major Release within one year of being made available by CentralSquare to avoid or mitigate a performance problem, ineligibility for Support and Maintenance Services or infringement claim. All modifications, revisions and updates to the Software shall be furnished by means of new Releases of the Software and shall be accompanied by updates to the Documentation whenever CentralSquare determines, in its sole discretion, that such updates are necessary. 2. Support 2.1. CentralSquare shall provide to Customer support via toll-free phone number 833-278-7877 or via the CentralSquare Support Portal. CentralSquare shall provide to Customer, commercially reasonable efforts in solving errors reported by the Customer as well as making available an online support portal. Customer shall provide to CentralSquare reasonably detailed documentation and explanation, together with underlying data, to substantiate errors and to assist CentralSquare in its efforts to diagnose, reproduce and correct the error. Should either Party not be able to locate the error root cause and Customer and CentralSquare agree that on-site services are necessary to diagnose or resolve the problem CentralSquare shall provide a travel estimate and estimated hours in order to diagnose the reported error. 2.2. If after traveling onsite to diagnose a reported error and such reported error did not, in fact, exist or was not attributable to a defect in the Software provided by CentralSquare or an act or omission of CentralSquare, then Customer shall pay for CentralSquare's investigation, travel, and related services in accordance with provided estimate. Customer must provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Exhibit, including remote access in accordance with the Remote Access Policy. 3. Online Support Portal Online support is available via https://support.centralsquare.com/s/contact-us, offering Customer the ability to resolve its own problems with access to CentralSquare’s most current information. Customer will need to enter its designated username and password to gain access to the technical support areas on CentralSquare’s website. CentralSquare’s technical support areas allow Customer to: (i) search an up-to-date knowledge base of technical support information, technical tips, and featured functions; and (ii) access answers to frequently asked questions (FAQ). 4. Exclusions from Technical Support Services CentralSquare shall have no support obligations to provide Support or Maintenance for Solutions that are not kept current to one version prior to the then current version of the Solution. CentralSquare shall have no support obligations with respect to any third-party hardware or software product not licensed or sold to Customer by CentralSquare (“Nonqualified Product”). Customer shall be solely responsible for the comp atibility and functioning of Nonqualified Products with the Software. 5. Customer Responsibilities In connection with CentralSquare’s provision of technical support as described herein, Customer acknowledges that Customer has the responsibility to do each of the following: 5.1 Provide hardware, operating system and browser software that meets technical specifications, as well as a fast, stable, high-speed connection and remote connectivity for accessing the Solution. 5.2 Maintain any applicable computer system and associated peripheral equipment in good working order in accordance with the manufacturers’ specifications, and ensure that any problems reported to CentralSquare are not due to hardware malfunction; 5.3 For CentralSquare Solutions that are implemented on Customer Systems, maintain the designated operating system at the latest code revision level reasonably deemed necessary by CentralSquare for proper operation of the Software; 5.4 Supply CentralSquare with access to and use of all information and facilities reasonably determined to be necessary by CentralSquare to render the technical support described herein; Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 5.5 Perform any test or procedures reasonably recommended by CentralSquare for the purpose of identifying and/or resolving any problems; 5.6 At all times follow routine operator procedures as specified in the Documentation or any error correction guidelines of CentralSquare posted on the CentralSquare website; 5.7 Customer shall remain solely responsible at all times for the safeguarding of Customer’s proprietary, confidential, and classified information contained within Customer Systems; and 5.8 Reasonably ensure that the Customer Systems are isolated and free from viruses and malicious code that could cause harm before requesting or receiving remote support assistance. 6. Priorities and Support Response Matrix The following priority matrix relates to software errors covered by this Agreement. Causes secondary to non -covered causes - such as hardware, network, and third-party products - are not included in this priority matrix and are outside the scope of this Exhibit. CentralSquare will make commercially reasonable efforts to respond to Software incidents for live remote based production systems using the following guidelines: Priority Issue Definition Response Time Priority 1 – Urgent The software is completely down and will not launch or function. Priority 1 issues must be called in via 833-278-7877 and will be immediately answered and managed by the first available representative. Priority 2 – Critical A high-impact problem that disrupts the customer’s operation but there is capacity to remain productive and maintain necessary operations. Priority 2 issues must be called in via 833-278-7877 and will be immediately answered and managed by the first available representative. Priority 3 – Non-Critical A Software Error related to a user function which does not negatively impact the User from the use of the system. This includes system administrator functions or restriction of user workflow but does not significantly impact their job function. Priority 3 issues called in via 833-278-7877 will be immediately answered and managed by the first available representative. Non-Critical Priority 3 issues may also be reported via Https://support.centralsquare.com/s/contact-us Priority 4 – Minor Cosmetic or documentation errors, including Customer technical questions or usability questions. Priority 4 issues called in via 833-278-7877 will be immediately answered and managed by the first available representative. Minor Priority 4 issues may also be reported via Https://support.centralsquare.com/s/contact-us 7. Exceptions. CentralSquare shall not be responsible for failure to carry out its Support and Maintenance obligations under this Exhibit if the failure is caused by adverse impact due to: 7.1. defectiveness of the Customer’s Systems (including but not limited to environment, hardware or ancillary systems), or due to Customer corrupt, incomplete, or inaccurate data reported to the Solution, or documented defect. 7.2. denial of reasonable access to Customer’s System or premises preventing CentralSquare from addressing th e issue. 7.3. material changes made to the usage of the Solution by Customer where CentralSquare has not agreed to such changes in advance and in writing or the modification or alteration, in any way, by Customer or its subcontractors, of communications links necessary to the proper performance of the Solution. 7.4. a Force Majeure event (as outlined in Section 12), or the negligence, intentional acts, or omissions of Customer or its agents. 8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For critical impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved. CentralSquare will make commercially reasonable efforts to resolve Software incidents for live remote base d production systems using the following guidelines: Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 Priority Resolution Process Resolution Time Priority 1 – Urgent CentralSquare will provide a procedural or configuration workaround or a code correction that allows the Customer to resume live operations on the production System. CentralSquare will work continuously to provide the Customer with a solution that allows the Customer to resume live operations on the production system. CentralSquare will either resolve the issue or provide a resolution plan as soon as possible and not later than twenty-four (24) hours after notification. Priority 2 – Critical CentralSquare will provide a procedural or configuration workaround or a code correction that allows the Customer to resume normal operations on the production System. CentralSquare will work continuously to provide the Customer with a solution that allows the Customer to resume normal operations on the production System. CentralSquare will either resolve the issue or provide a resolution plan as soon as possible and not later than thirty-six (36) hours after notification. Priority 3 – Non – Critical CentralSquare will provide a procedural or configuration workaround that allows the Customer to resolve the problem. CentralSquare will work to provide the Customer with a resolution which may include a workaround or code correction within a timeframe that takes into consideration the impact of the issue on the Customer and CentralSquare’s User base. Priority 3 issues have priority scheduling in a subsequent release. Priority 4 – Minor If CentralSquare determines that a reported Minor Priority error requires a code correction, such issues will be addressed in a subsequent release when applicable. CentralSquare will work to provide the Customer with a resolution which may include a workaround or code correction in a future release of the software. Priority 4 issues have no defined resolution time. 9. Non-Production Environments. CentralSquare will make commercially reasonable efforts to provide fixes to non- production environment(s). Non-production environments are not included under the response or resolution tables provided in this Exhibit. 9.1. Maintenance. All non-production environment resolution processes will follow the structure and schedules outlined above for production environments. 9.2. Incidents and service requests. Non-production environment incidents are considered priority 3 or 4, dictated by circumstances and will be prioritized and scheduled subordinate to production environment service requests. 10. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and organization of its staff in the operation of the Software. 11. Development Work. Software support and maintenance does not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Software, except such work as may be specifically purchased and outlined in the Agreement. CentralSquare retains all intellectual property rights in development work performed and Customer may request consulting and development work from CentralSquare as a separate billable service. 12. Technology Life Expectancy. Customer understands, acknowledges and agrees that the technology upon which the Hardware, Solution and Third-Party Software is based changes rapidly. Customer further acknowledges that CentralSquare will continue to improve the functionality and features of the Solution to improve legal compliance, accuracy, functionality and usability. As a result, CentralSquare does not represent or warrant that the Hardware, Solution and/or Third -Party Software provided to Customer under this Agreement or that the Customer Systems recommended by CentralSquare will function for an indefinite period of time. Rather, CentralSquare and Customer may, from time to time, analyze the functionality of the Hardware, Solution, Third-Party Software and Customer Systems in response to changes to determine whether Customer must upgrade the same. Customer upgrades may include without limitation, the installation of a new Release, additional disk storage and memory, and workstation and/or server upgrades. Customer upgrades may al so include the installation and/or removal of Third-Party Software. Customer is solely responsible for all costs associated with future resources and upgrades. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 EXHIBIT 3 CentralSquare Access Management Policy In order to provide secure, federally compliant connections to agency systems CentralSquare Technologies (“CentralSquare”) requires BeyondTrust or SecureLink as the only approved methodology of connection. BeyondTrust and Securelink provide the necessary remote access in order to service and maintain CentralSquare products while adhering to the F ederal Bureau of Investigations Criminal Justice Information Services requirements. Both solutions utilize two-factor authentication Federal Information Processing Standard Publication (“FIPS”) 140-2 validated cryptographic modules and AES encryption in 256-bit strengths. BeyondTrust and Securelink are addressed in turn via this Access Management Policy; Customers may choose which remote privileged access management solution will be utilized by CentralSquare. BeyondTrust The BeyondTrust remote support solution may be utilized via escorted session or a jump Customer. As for an escorted session, when an agency needs assistance from CentralSquare, the agency employee requesting assistance will receive verbal or email communication with a session key necessary to enable remote access. If a verbal key is provided, the user enters the session key after visiting https://securesupport.centralsquare.com. Jump Customers are a Windows service that can be stopped/started to facilitate a support session. Connections made via jump Customer can be active or passive. An active jump Customer is always available. A passive connection is enabled for a specific purpose and then disabled when not used. Regardless of the option selected, CentralSquare’s support team will arrange a BeyondTrust session to establish the jump Customer. The jump Customer resides on the agency side on the installed device, where an agency administrator can manage. Instructions on how to enable/disable jump Customers can be provided upon request. A sample workflow of a passive jump Customer is provided below: Should an agency require support from CentralSquare, a call would be placed and/or a support ticket opened in the portal on the CentralSquare customer support website. Before accessing the agency’s system and/or environment, the CentralSquare representative would send a notice of connection from the CentralSquare support portal instance. This notice can be sent to the individual at the agency that the CentralSquare representative is working with or other designated contacts as necessary. Upon receipt of the notice of connection, the agency personnel would enable the BeyondTrust jump Customer. The CentralSquare representative would then be admitted to the agency’s system and/or environment to perform the necessary task. Upon completion of the task, the CentralSquare representative sends a notice of disconnection from the CentralSquare support portal instance. Upon receipt of the notice of disconnection, the agency personnel would then disable the BeyondTrust jump Customer. Securelink Similar to BeyondTrust’s escorted session, Securelink may be utilized via “quick connect”. To enable a quick connect session when an agency needs assistance from CentralSquare, the Agency employee requesting assistance will enter a key code in order to connect for screen sharing on a device. Similar to the jump Customer methodology, SecureLink may also be utilized via “gatekeeper”. The sample workflow description for a jump Customer provided above is substantially similar to the workflow for gatekeeper. Summation BeyondTrust and Securelink allow customers the ability to monitor connectivity to the customer’s network and maintain CJIS compliance while enabling CentralSquare to perform the necessary support functions. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 EXHIBIT 4 Certificate of Insurance (Evidence of Coverage) Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 EXHIBIT 5 Statement of Work [attached] Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE CST-2024-102751 EXHIBIT 6 Service Level Commitments (CLOUD) The following applies to any CLOUD (non-OPS designated) Software Subscriptions on Exhibit 1 as a cloud hosted Solution. 1. Service Level Commitments A. Availability. During any calendar month, the availability of the Solution shall be no less than 99.9%, excluding scheduled maintenance. CentralSquare shall provide Customer with prompt notification as soon as it becomes aware of any actual or potential unscheduled downtime of the Solution, as well as continual periodic updates during the unscheduled downtime regarding CentralSquare’s progress in remedying the unavailability and estimated time at which the Solution shall be available. B. Measurement. Service availability is measured as the total time that the solutions are available during each calendar month for access by Customer (“Service Availability”). Service Availability measurement shall be applied to the production environment only, and the points of m easurement for all monitoring shall be the servers and the internet connections at CentralSquare’s hosted environment. C. Calculation. Service availability for a given month shall be calculated using the following calculation: I. The total number of minutes which the service was not available in a given month shall be subtracted from the total number of minutes available in the given month. The resulting figure is divided by the total number of minutes available in the given month. II. Service availability targets are subject to change due to the variance of the number of days in a month. III. The total number of minutes which the service was not available in a given month shall exclude minutes associated with scheduled or emergency maintenance. D. Remedy. If the service period target measurement is not met, then the customer shall be entitled to a credit calculated as follows: Service availability Credit percentage 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% Service Availability in the relevant Service Period Percentage Reduction in Monthly Fee for the Subsequent Service Period Less than 99.9% but greater than or equal to 99.0% 5% Less than 99.0% but greater than or equal to 95.0% 10% Less than 95% 20% E. Credit must be requested by the customer within sixty (60) days of the failed target. Any credit awarded shall be applied to the next applicable invoice. Customer shall not be eligible for credits where customer is more than thirty (30) days past due on their account. 2. Server Performance & Capacity. The standard provisioning of storage for the cloud solutions is 1 terabyte. If Customer requests to add additional Software, increase storage or processing requirements, and/or request additional environments, these requests will be evaluated and if additi onal resources are required to support modifications, additional fees may apply at per unit (gigabyte, hour, license, etc). 3. Non-Production Environments. Included in the subscription fee is access to the training environment during the hours of 8:00am – 4:00pm EST, Monday through Friday. Should the Customer require extended access for items such as internal training, CentralSquare can make exceptions provided that Customer provide reasonable advance written notice. CentralSquare will then work with the Customer to enable access in accordance with an agreed upon schedule. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE City of Orange, CA ____ Version 7.0 CAD/Mobile/RMS Enterprise Migration to Cloud 1000 Business Center Drive, Lake Mary, FL 32746 407.304.3235 l Fax: 407.304.3301 l www.centralsquare.co m STATEMENT OF WORK PSJ - Enterprise Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©202 5 CentralSquare Technologies, LLC Page ii © 2025 CentralSquare Technologies, LLC Unpublished: Rights reserved under the copyright laws of the United States. All information in this document is proprietary and confidential and owned by CentralSquare Technologies, LLC™. No part of this document may be reproduced or transmitted in any form or by any means, electronic or mechanical, for any purpose, without the express written permission of CentralSquare Technologies, LLC. Trademarks Microsoft, Windows, Microsoft Access, Microsoft Excel, Microsoft Exchange, and Microsoft Word are either registered trademarks or trademarks of Microsoft Corporation in the United States and other countries. CentralSquare Public Safety Suite – Enterprise, CentralSquare CAD Enterprise, CentralSquare Mobile Enterprise, CentralSquare Records Enterprise, CentralSquare Jail Enterprise, CentralSquare False Alarm Management, and CentralSquare Public Safety Analytics Enterprise are trademarks of CentralSquare Technologies, LLC. ArcGIS, ArcMap and ArcCatalog are registered trademarks of Environmental Systems Research Institute (Esri) in the United States and other countries. Document Control Date Version Details/Changes Author 11.04.24 1.0 Initial SOW A. Velazquez 02.19.24 2.0 Removed Duplicated Section A. Velazquez 02.21.25 3.0 Added GIS language and Add-on Workshops/Training A. Velazquez 03.04.25 4.0 Updated Message Switch OCATS Provider and transactions W. Hayashi 03.19.25 5.0 Removed OCATS Provider transactions as directed by Orange PD, removed 5.4.1 – Upgrade, updated section 5.6,and update Identity and other language based on customer request A. Velazquez 03.20.25 6.0 Added training class and minor language changes A. Velazquez 03.24.25 7.0 Correct Agency Name as directed A. Velazquez Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE City of Orange, CA Enterprise CAD & RMS Migration to Cloud Intro The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©202 5 CentralSquare Technologies, LLC Page iii Table of Contents CITY OF ORANGE, CA ..........................................................................................................................1 1 OVERVIEW ..........................................................................................................................................1 1.1 STATEMENT OF WORK .......................................................................................................................... 1 1.2 PROJECT IMPLEMENTATION DEFINITIONS ................................................................................................. 1 1.3 GENERAL CUSTOMER RESPONSIBILITIES ................................................................................................... 4 1.4 PROJECT EXCLUSIONS ........................................................................................................................... 5 2 PROJECT DELIVERABLES ......................................................................................................................7 2.1 OVERVIEW OF PROJECT DELIVERABLES..................................................................................................... 7 2.2 STANDARD CENTRALSQUARE DELIVERABLES ............................................................................................. 8 2.3 PRODUCTION ENVIRONMENT ................................................................................................................ 9 2.4 TEST/TRAIN ENVIRONMENT .................................................................................................................. 9 3 PROJECT CONTROLLING PROCESSES ................................................................................................... 10 3.1 OVERVIEW ......................................................................................................................................... 10 3.1.1. CentralSquare Responsibilities ................................................................................... 11 3.1.2. Customer Responsibilities .......................................................................................... 11 3.2 CHANGE ORDER PROCESS .................................................................................................................... 11 3.2.1. CentralSquare Responsibilities .................................................................................. 12 3.2.2. Customer Responsibilities ......................................................................................... 12 3.3 PROJECT REPORTING .......................................................................................................................... 12 3.3.1. CentralSquare Responsibilities .................................................................................. 13 3.3.2. Customer Responsibilities .......................................................................................... 13 3.4 DOCUMENT REVIEW ........................................................................................................................... 13 3.4.1. Documents Subject to Customer Approval ................................................................ 14 3.5 DOCUMENTS SUBJECT TO CUSTOMER REVIEW NOT REQUIRING APPROVAL ................................................... 14 3.5.1. CentralSquare Responsibilities .................................................................................. 14 3.5.2. Customer Responsibilities .......................................................................................... 14 3.6 THIRD PARTY MANAGEMENT ................................................................................................................ 14 3.6.1. CentralSquare Responsibilities ................................................................................... 15 3.6.2. Customer Responsibilities .......................................................................................... 15 4 PROJECT INITIATION AND PLANNING ................................................................................................. 16 4.1 OVERVIEW ......................................................................................................................................... 16 4.1.1. CentralSquare Responsibilities ................................................................................... 16 4.1.2. Customer Responsibilities .......................................................................................... 17 4.2 PROJECT KICK OFF .............................................................................................................................. 17 Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©202 5 CentralSquare Technologies, LLC Page iv 4.2.1. The CentralSquare Execution Process ........................................................................ 17 4.2.2. CentralSquare Responsibilities ................................................................................... 17 Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE City of Orange, CA Enterprise CAD & RMS Migration to Cloud Intro The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©202 5 CentralSquare Technologies, LLC Page v 4.2.3. Customer Responsibilities ...................................................................................................... 17 5 PROJECT EXECUTION ................................................................................................................. 19 5.1 OVERVIEW ................................................................................................................................ 19 5.2 SYSTEM INSTALLATION ................................................................................................................. 19 5.2.2. Cloud Virtual Provisioning ................................................................................................... 20 5.2.3. Review Hardware Specifications (On-Premise Components) .............................................. 21 5.2.4. Procurement\Allocation of Hardware and Third-party Software (On-Premise Components)…….22 5.2.5. Basic Server Integration (On-Premise) ................................................................................ 22 5.2.6. System Installation (On-Premise) ........................................................................................ 25 5.2.7. Implementation of CentralSquare Identity .......................................................................... 27 5.3 MIGRATION TO WEB ONLY RECORDS ENTERPRISE ............................................................................. 28 5.3.1. Records Enterprise Migration Process Overview ................................................ 28 5.3.2. Records Enterprise System Build Updates .......................................................... 28 5.3.3. Records Enterprise Workshops .......................................................................... 29 5.3.4. Records Enterprise Training ............................................................................... 30 5.3.5. Records Enterprise Classic Data Migration ........................................................ 31 5.4 MIGRATION TO CLOUD – RECORDS ENTERPRISE (INCLUDES GIS) ......................................................... 32 5.4.1. Records Enterprise - Migration from On-Premise to Cloud ................................ 32 5.4.2. Records Enterprise - Cloud Go-Live .................................................................... 34 5.4.3. Records Enterprise - Reporting .......................................................................... 35 5.4.4. Migration to Cloud - Geographical Information Services (GIS) ......................... 35 5.5 MIGRATION TO CLOUD - ENTERPRISE SYSTEM INTERFACES ................................................................ 35 5.5.1. Enterprise Standard Interfaces - Overview ....................................................... 35 5.5.2. Enterprise Standard Interfaces - Migration from On-Premise to Cloud............. 36 5.5.3. Enterprise Standard Interfaces - On-Premise ................................................... 37 5.6 MIGRATION TO CLOUD - CENTRALSQUARE IDENTITY (PREVIOUSLY CIM) ............................................. 38 5.6.1. CentralSquare Identity - Overview ................................................................... 38 5.7 RECORDS ENTERPRISE WORKSHOP ............................................................................................... 38 5.7.1. Overview .......................................................................................................... 38 5.8 MIGRATION TO CLOUD - CAD AND MOBILE ENTERPRISE (INCLUDES GIS) ............................................ 39 5.8.1. CAD and Mobile Enterprise - On-Premise Backup ............................................ 39 5.8.2. CAD and Mobile Enterprise – Migration from On-Premise to Cloud ................ 40 5.8.3. CAD and Mobile Enterprise Workshops ............................................................ 41 5.8.4. CAD and Mobile Enterprise - Cloud Go-Live ..................................................... 42 5.8.5. CAD Enterprise - Custom Reporting.................................................................................... 43 Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page vi 5.8.6. Migration to Cloud - Geographical Information Services (GIS) ............................................. 43 5.9 IMPLEMENTATION OF SITUATIONAL AWARENESS MANAGEMENT (SAM) ............................................... 44 6 SYSTEM AND SUBSYSTEM GO-LIVE .............................................................................................. 45 6.1 OVERVIEW .................................................................................................................................. 45 6.1.1. CentralSquare Responsibilities ............................................................................ 47 6.1.2. Customer Responsibilities ................................................................................... 47 7 PROJECT CLOSURE ...................................................................................................................... 49 7.1 OVERVIEW ................................................................................................................................. 49 7.1.1. CentralSquare Responsibilities ........................................................................... 49 7.1.2. Customer Responsibilities ................................................................................... 49 8 APPENDIX A - CONTRACTED MODIFICATIONS TO STANDARD CENTRALSQUARE PRODUCTS ......... 50 9 APPENDIX B - STANDARD CENTRALSQUARE INTERFACES ............................................................ 51 10 APPENDIX D - MESSAGE SWITCH ................................................................................................ 54 11 APPENDIX F – ON-PREMISE (CUSTOMER) REPORTING SERVER .................................................... 63 12 APPENDIX J – CENTRALSQUARE CONNECTIVITY TO ENTERPRISE ON-PREMISE SYSTEMS .............. 64 13 APPENDIX Y – WORKSHOP AND TRAINING SUMMARY ............................................................... 65 1 OVERVIEW Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE City of Orange, CA Enterprise CAD & RMS Migration to Cloud Intro The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©202 5 CentralSquare Technologies, LLC Page vii 1.1 Statement of Work This Statement of Work (SOW) defines the services and deliverables that CentralSquare will be providing in accordance with the terms and conditions of the Agreement (the “Agreement”) between CentralSquare Technologies, LLC (CentralSquare) and the City of Orange, CA (“Customer”). This project description includes the services and deliverables specified by the Agreement, including if applicable, CentralSquare and services, Subcontractor activities, third-party products, and services for the implementation of the System and Subsystems specified in the Agreement (collectively the “Project”). The framework of deliverables documented by this SOW for this Project is further defined through additional documents such as: Operational Scenario Documents (OSD); User and Administrator Documentation and training materials. The number and type of software licenses, products, or services provided by CentralSquare, or its Subcontractors are specifically listed in the Agreement and any reference within this document as well as Subcontractors’ SOWs (if applicable) do not imply or convey a software, license, or services that are not explicitly listed in the Agreement. 1.2 Project Implementation Definitions Unless otherwise defined herein, capitalized terms within this document have the meanings described in the Definitions section of the Agreement. The following terms are used in this document. Since these terms may be used differently in other settings, these definitions are provided for clarity. ▪ Agreement refers to the CentralSquare Solutions Agreement. ▪ API is an acronym for Application Programing Interface. An API is a connection between computers or between computer programs. It is a type of software Interface, offering a service to other pieces of software. A document or standard that describes how to build or use such a connection or Interface is called an API specification. A computer system that meets this standard is said to implement or expose an API. The term API may refer either to the specification or to the implementation. ▪ Change Order is a collective term for communicating and approving all changes in project scope. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 2 ▪ Codefiles are the component fields within each product that define the data to be contained within each table. ▪ Disaster Recovery (DR) is the process of preparing for and recovering from a disaster. An event that prevents a workload or system from fulfilling its business objectives in its primary deployed location is considered a disaster. ▪ FBI CJIS Security Policy means the Federal Bureau of Investigations Criminal Justice Information System Security Policy. The essential premise of the CJIS Security Policy is to provide appropriate controls to protect the full lifecycle of criminal justice information (CJI), whether at rest or in transit. The CJIS Security Policy provides guidance for the creation, viewing, modification, transmission, dissemination, storage, and destruction of CJI. ▪ FDD is an acronym for Functional Design Document, which is a document that will be developed by a Software Engineer for the purpose of documenting customer Interface requirements. ▪ Functional Acceptance Test (FAT) is a test(s) of specific functionality of the Subsystems of the Enterprise System. ▪ GIS is an acronym for Geographic Information System, which is a system for storing and manipulating geographical information on a computer. ▪ Go-Live is defined as the event that occurs when the Customer first uses a Subsystem, an Interface or Modification in a live operational environment (i.e., production use). ▪ Hardware means any equipment, computer system, servers, storage devices, peripherals, and any other tangible assets purchased under this Agreement. ▪ Installation Service Request (ISR) documents servers required for the implementation and the servers’ Hardware/virtual specifications. ▪ Interface is the integration of a third-party software with CentralSquare software. Contracted deliverable interfaces are described in the Appendix B – Standard CentralSquare Interfaces, in Appendix C – Custom CentralSquare Interfaces, and the Agreement. ▪ Modification means changes or additions from the standard version of the Software. The Modifications, if applicable, are described in Appendix A, Contracted Modifications to Standard CentralSquare Products. The CentralSquare Software is not custom software, and as such, at CentralSquare’s discretion Modifications or enhancements to the standard version will be made available in a subsequent version release available to all CentralSquare customers; or as applicable, made available as a separate module or function, separately licensed and priced. ▪ Operational Scenario Document (OSD) is a document that provides an operational description of an Interface, capability, or feature within the applicable CentralSquare solution. OSD documents are of two types: Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 3 ❖ For standard Interfaces these documents are standard, published CentralSquare documents and are not specific to any Customer. ❖ For customizations (custom Interfaces or custom Features) the OSD will provide a description in sufficient detail that both Customer and CentralSquare team mutually agree to the expected deliverable. ▪ Post Go-Live means the event(s) that occurs after the Customer first uses a Subsystem, an Interface or Modification in a live operational environment (i.e., production use). ▪ Pre Go-Live means the event(s) that occurs before the Customer first uses a Subsystem, an Interface or Modification in a live operational environment (i.e., production use). ▪ Project collectively includes the services and deliverables specified by the Agreement, including if applicable, CentralSquare services, Subcontractor activities, third-party products, and services for the implementation of the System and Subsystems specified in the Agreement ▪ Project Management Plan means collectively the Communications Management Plan; Risk Management Plan; and Change Management Plan that provide the criteria for managing those tasks within the Project. ▪ Project Schedule means the mutually agreed upon schedule providing dates and timeframes for completion of tasks and deliverables during the course of this Project. The Project Schedule is subject to change at the mutual agreement of CentralSquare and Customer as further described in this SOW. ▪ SME is an acronym for Subject Matter Expert, an individual with a deep understanding of a particular topic. ▪ Subsystem means each of the applications described in the Statement of Work including its equipment, other Hardware, and software. In most cases, the Subsystem software will share equipment. Applicable Enterprise core applications, e.g. CAD Enterprise, Mobile Enterprise, Records Enterprise, Jail Enterprise are defined as Subsystems. ▪ System means collectively all Subsystem(s) (e.g. CAD, Mobile, Records, Jail) that make up the integrated computer system. ▪ System Integration Test (SIT) is a scenario-based testing event to test the integration and end-to-end functionality of the system. ▪ System Planning Guide provides system administrators and system planners with a single requirements reference. ▪ Task Completion Reports (TCR) is a formal document presented to the Customer that acknowledges completion of a major task or event. ▪ Work Hours: Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 4 ❖ Business hours are defined as Monday – Friday, 8:00am-5:00pm (local time) ❖ Default training hours are defined as: ▪ Remote Training: Monday - Friday, between 8am-5pm (local time) based on the actual duration of the class. ▪ On Site Training: Tuesday – Friday, between 7am-10pm (local time) based on the actual duration of the class. ▪ Alternate training schedules (e.g., Monday class starts for classes that would normally start on a Tuesday, multiple classes per day, evening, and weekend classes) are subject to additional cost. 1.3 General Customer Responsibilities In addition to those Customer responsibilities stated elsewhere in this SOW, Customer is responsible for the following: a) Electrical facilities – cabling, network communications, telephone, other voice/data connections and peripherals for system workstations and mobiles for production and training use. b) Providing information to CentralSquare staff on the overall network that the system will operate and necessary port access for the system to operate in accordance with CentralSquare documentation. c) The installation, configuration, maintenance (including patch management and upgrades of Microsoft software on Workstations and Mobiles. d) Any Hardware and third-party software or services necessary for implementing the System that is not listed in the Agreement as a CentralSquare Deliverable (not listed as a line item in the Solution(s) and Services Fee Schedule of the Agreement). This includes workstations, server Hardware not included with managed server/hosted solutions, network equipment, telephone or TDD equipment, performance test software, Microsoft licenses, Hypervisor licenses, Disaster Recovery Software, and services required to extract legacy data and convert into acceptable data formats. e) Configuration, maintenance, testing, and supporting the third-party systems that Customer operates and which will be interfaced with as a part of this project. This project includes the Contracted Interfaces listed in Appendix B – Standard CentralSquare Interfaces. f) Consoles, furniture, or fixtures as well as any modifications to install equipment used for Systems or Subsystems specified by the Agreement into existing consoles, furniture, vehicles, or existing facilities. Installation of Workstations into consoles, furniture, vehicles or like items, is the responsibility of Customer. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 5 g) Customer is responsible for providing remote connectivity to CentralSquare for the purpose of installation, configuration, testing, and troubleshooting of any CentralSquare applications at Customer site. h) CentralSquare’s approved remote connectivity methods are described in Appendix J. i) Connect and configure any third-party Hardware (including but not limited to: Bar Code Scanners, Bar Code Printers, Biometric Fingerprint Scanners, Signature Pads, and dongles) to Customer workstations, if these services are not explicitly sold in the System Agreement. j) Active participation of the appropriate personnel with the necessary background knowledge and availability in the Project implementation meetings and working sessions during the course of the Project. Examples of such implementation sessions are System Orientation, Validation and Readiness, FAT, Training, regular Project meetings, discussion regarding Interfaces, network planning and system installation planning. k) The provision of data as requested by CentralSquare. This information must be provided on a timely basis in order to meet the project timelines. This information will be provided in a format requested by CentralSquare staff in accordance with CentralSquare documentation. l) If Onsite Training is purchased, provide a facility with the required computer and audiovisual equipment for training. m) Provision of facilities and electrical power for CentralSquare staff while onsite. n) The project timeline will require a commitment by Customer staff to attend project meetings, attend training, and execute action items within the mutually agreed upon defined time parameters in the project schedule. 1.4 Project Exclusions CentralSquare provides software applications that it develops. These applications are sold as is and are considered to be “Commercial Off the Shelf” (COTS) software packages. The functionality of these products will be based on CentralSquare’s current design and functionality of these COTS products, unless otherwise indicated in the Agreement. a) Work, software, services, Hardware, Systems, Subsystems, product/software modifications, or any other deliverables not explicitly stated in the Agreement will not be included in the Project. b) Any modification to CentralSquare standard products or customizations to such products that are not explicitly stated in the Agreement are excluded from the scope of this Project. c) Changes in scope will only be executed through a mutually agreed upon Change Order Process, as described in the Project Management Plan. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 6 d) CentralSquare is not responsible for the deficiencies in Customer’s internal or Contracted network to support Enterprise Suite workstations\mobiles. e) CentralSquare is not responsible for the deficiencies in Customer’s network. f) CentralSquare is not responsible for the removal of the old (legacy) equipment, Hardware, furniture, consoles, cabling, as part of the Project implementation unless specifically stated in the Agreement and this SOW. g) This project does not include creation or modification of GIS data by CentralSquare staff. h) CentralSquare is not responsible for coordination, management, or covering the cost of any software, work, customization, coding or testing that is required to be performed by any third-party vendors engaged in the context of standard or custom interfaces, unless the work is defined under a Sub-Agreement with CentralSquare within the scope of this Agreement. i) CentralSquare is not responsible for the creation or modification of any Crystal Reports, SSRS Reports or other third-party reporting application. This includes changes to connection strings or the migration of custom reports. j) CentralSquare is not responsible for submitting NIBRS data to the State. Customer assumes responsibility to take the necessary steps within the Subsystem to submit NIBRS data monthly to the State unless otherwise noted in the Agreement. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 7 2.1 Overview of Project Deliverables This project will provide a combination of software and services to migrate CAD Enterprise, Mobile Enterprise, and Records Enterprise from on-premise to cloud. The Agreement specifies the software licenses included in this Project by the quantity and environment in which licensed. This includes all server and user licenses, interfaces, as well as other CentralSquare tools and utilities. All installation, configuration and testing activities, as well as upgrades for this project will be performed remotely. Implementation of different components of the System is performed in a series of interrelated processes. Some processes can be performed concurrently while others are sequential in nature. CentralSquare has implemented process gates to ensure completion of tasks in the optimal order before a subsequent activity begins. The only reference for the number and type of software licenses is the Agreement. Any reference within this document to services associated with a specific software product does not imply or convey a software license for products that are not listed in the Agreement. All project services will be performed during normal business hours, defined above. Deliverables are listed specifically in the Agreement and are as summarized below: Deliverable Production Test/ Train Required for Go- Live Cloud/ On- Premise Post Go- Live Records Enterprise Base x x x Cloud Records Enterprise Accident x x x Cloud Records Enterprise Evidence & Barcoding x x x Cloud Record Enterprise GIS (RMS with GIS) x x x Cloud Records Enterprise Reporting Server x x Cloud 2 PROJECT DELIVERABLES Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 8 CentralSquare Message Switch (includes SQL) x x x On-Premise Mobile Enterprise x x x Cloud Mobile Enterprise NCIC/State Query x x x On-Premise Deliverable Production Test/ Train Required Deliverable Post Go- Live Mobile Enterprise Mapping x x x Cloud CAD Enterprise x x x Cloud CAD Enterprise Mapping x x x Cloud CAD Enterprise Reporting Server x x Cloud CAD Enterprise Routing Server x x x Cloud CAD Enterprise GISConnect Workstation x x x Cloud CAD Enterprise NCIC/State Query x x x On-Premise Enterprise Situational Awareness Management (SAM) x x X Cloud x Enterprise Common Identity Management (Identity) x x x Cloud Enterprise Situational Awareness Management x x x Cloud x Standard CentralSquare Interfaces (see SOW, Appendix B) ANI/ALI x x On-Premise Law Enforcement (LinX) Publisher x x Cloud LexisNexis DORS Incident Importer x x Cloud Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 9 2.2 Standard CentralSquare Deliverables The functionality provided by standard CentralSquare products, including interfaces (the core CentralSquare interfaces without any modifications) is defined by CentralSquare standard documentation such as User and Administration Guides for CentralSquare’s major subsystems such as CAD Enterprise, and other standard software products. Standard interface Operational Scenario Documents (OSD) define the functionality of the standard interfaces. These documents are standard, published CentralSquare documents, and are not specific to Customer. Standard CentralSquare interface software to be delivered through this Project is identified as software licenses in the Agreement. The functionality provided by specified standard CentralSquare interface software is defined by CentralSquare OSDs or other documents. A high-level description of standard interface functionality, with named third-party vendor or system will be included in Appendix B - Standard CentralSquare Interfaces. 2.3 Production Environment This is the primary environment which is used for normal day-to-day operations. Under normal circumstances all users will be live on this system. It will contain the primary production databases and data used by the system for live operations. The production environment for the Customer will be hosted on the AWS GovCloud. 2.4 Test/Train Environment The test/train environment will be hosted in the AWS GovCloud and can be utilized for new staff training, refresher training, and for testing new software releases and/or configuration changes. The test/train environment can mirror and be refreshed from the production environment at the request of the Customer. Two (2) refreshes per year are included for the AWS GovCloud. Additional refreshes can be purchased via a Change Order. The test/train environment will only be available after go-live as it is generally brought online two (2) weeks before an upgrade is scheduled for a new release. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 10 3.1 Overview Project Control is the process that includes completing regularly scheduled Project progress meetings and the use of regularly delivered Project progress reports, as well as implementing the processes needed for a Project Management Plan which includes the Communication Management, Risk Management, and Change Management plans. The establishment of defined processes for Customer communication (contact persons and reporting methods) provides a basis for effective and regular communication. This supports the previously noted processes necessary for successful Project outcome. As part of the Controlling Processes, CentralSquare utilizes a series of measurements and management reviews to mitigate project risks. Checkpoints or milestones are planned into each phase of the Project to measure performance and determine if the Project is ready for the next phase. Checkpoints are key tasks that act as gates to the next phase of a project. A delay in a milestone may cause a delay in starting or completing subsequent tasks; in effect creating a risk to the overall Project. Therefore, CentralSquare’s Project staff closely monitors checkpoint tasks and milestones and promptly notifies the Project Manager of any delay or failure with a milestone task. Milestone delays on the part of either party will trigger an overall review of Project activities so that risks can be assessed and properly managed. In the event that either party becomes aware of a delay, notification shall be provided to the other party as soon as reasonably possible. Evaluation of overall Project status at each checkpoint is essential to ensure that the Project is effectively progressing toward completion and that new risks are not being introduced. In many cases, Project activities leading to a checkpoint are interrelated to later scheduled tasks. Success at checkpoints diminishes the risk to the Project going forward. Incomplete actions at a checkpoint may prompt delays and a rescheduling of the Project. For example, delays in completing or approving Custom Interface OSDs will delay the start and completion of the Interface development work, which may ultimately have an impact on the projected go-live date. Depending upon the importance of the Deliverable, these kinds of delays can have a cascading effect upon the Project Schedule including training and go-lives. 3 PROJECT CONTROLLING PROCESSES Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 11 As part of the controlling process, upon completion of significant milestones and or tasks, CentralSquare will submit a Task Completion Report (TCR) to Customer. The TCR serves as a formal tool for the purpose of verifying with Customer that the work has been performed, services rendered, and products delivered according to the requirements specified within the SOW and/or related documents. TCRs are presented to Customer by CentralSquare’s Project Manager for signature. Some TCRs may trigger a Project payment, in accordance with the payment terms within the Agreement. Upon execution of a TCR that is tied to a Project payment milestone, Customer will receive an invoice from CentralSquare’s Accounting Department which must be paid based on the terms and conditions of the Agreement. The TCR will include the following information: a) Description of Work performed, and products delivered. b) Comments noting any special circumstances. c) Product/Service deliverables listing the Agreement line items that are being recognized as delivered and will be invoiced. d) Related Payment Terms in accordance with the Agreement, for Agreement line items that will be invoiced relative to the TCR. 3.1.1. CentralSquare Responsibilities a) CentralSquare will prepare and submit TCRs for Customer’s signature upon completion of the applicable task. b) TCRs that trigger a payment will include the payment amount in accordance with the Agreement payment schedule. 3.1.2. Customer Responsibilities a) The Customer is responsible for reviewing and approving all TCRs within a five (5) business day period from the time of receipt less any challenges to the validity of the report. b) In the event that the Customer disagrees with a TCR, Customer shall submit to CentralSquare a written explanation detailing why the Customer believes that the subject of the TCR and/or tasks have not been completed in accordance with the Agreement or this SOW. Such notification from the Customer shall be provided to the CentralSquare Project Manager within five (5) business days of receipt of the TCR. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 12 3.2 Change Order Process Either party can request changes to the scope of the project at any time. Since a change may affect the price, project deliverables, this SOW, the supporting project schedule, and/or the terms of the Agreement for this SOW, both parties must approve each change in writing and agree on the impact each change may have on the Agreement and related attachments. The purpose of the Change Order process is to manage any significant changes to the Project as described in this SOW or related documents as referenced within the SOW. These changes may include but are not limited to a modification to Project scope, standard or custom products’ functionality, CentralSquare and Customer’s identified roles and responsibilities, Project payment terms, and modifications to the scope or delivery location of services within the Project. All significant changes must be documented through the Change Order process. The type of documentation needed will depend on the nature and significance of the change. A Project Change Order will be the vehicle for communicating and approval of the changes. Whether initiated by Customer or CentralSquare, all Change Orders will be documented by the CentralSquare Project Manager. The Change Order shall describe the requested change, the party requesting the change, and the effect the change will have on the project, including the price, project deliverables, this SOW, the supporting project schedule, and/or the terms of the Agreement for this SOW. Once the Change Order is generated, Customer Project Manager and CentralSquare Project Manager will review the proposed change and communicate as necessary to answer any questions, and/or work to resolve any issues preventing acceptance of the Change Order by both parties. Upon the approval by both parties the Change Order will be authorized for implementation. 3.2.1. CentralSquare Responsibilities a) CentralSquare will capture the necessary information required to prepare Change Order and submit to the Customer. 3.2.2. Customer Responsibilities b) When applicable, Customer will identify the services or deliverables that will be subject to a Change Order, per the Agreement between both parties. c) When applicable, Customer will identify changes to application features or functionality, Interfaces, or any other Subsystems that will require a Change Order. This process may also include participation in the requirements process. d) Customer will approve and process Change Orders in a timely manner. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 13 3.3 Project Reporting CentralSquare will provide Monthly Status Reports advising Customer Project Manager and key Customer Project Stakeholders of the progress and status of project activities. This report will include the significant accomplishments, planned activities, issues, and potential risks associated with CentralSquare and CentralSquare’s Subcontractors’ deliverables. The Project Status Reports will include the following: a) Accomplishments during the Reporting Period. b) Planned upcoming activities. c) Issues. d) Risks. e) Key Action Items. In addition, the CentralSquare Project Manager will provide the following: a) Bi-weekly status calls. b) Monthly status report and schedule updates. 3.3.1. CentralSquare Responsibilities a) Provide a written report of Project status once a month. b) Track issues and action items to closure. c) Conduct status calls every two weeks. d) Maintain an up-to-date Project Schedule. 3.3.2. Customer Responsibilities a) Review the written report of Project status and provide feedback within five (5) business days in order to ensure that the documentation is correct. b) Participate in Project status meetings. c) Ensure participation of personnel in tasks and meetings. 3.4 Document Review In the course of the Project, CentralSquare will deliver several documents to the Customer for review. These documents will include but are not limited to the Functional Acceptance Test Procedures, Project Schedule, OSD, and training materials for the Project. Approved Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 14 documents are returned to the CentralSquare Project Manager. All documents will be provided via electronic copy. If Customer desires printed (hard copy) documentation, it is their responsibility to print and bind the desire copies. The CentralSquare Project Manager will retain a copy and provide the Customer with a copy. Should the Customer find any document unacceptable, Customer must provide specific reasons in writing to the CentralSquare Project Manager. CentralSquare can then assess any required corrective measures and make revisions or modifications to provide acceptable documents within a mutually satisfactory timeframe. In order to ensure compliance with the Project Implementation Schedule, Customer is responsible for the review of such documents and providing any comments to CentralSquare within five (5) business days. 3.4.1. Documents Subject to Customer Approval a) Change Orders b) Functional Design Document (FDD) for Custom Interfaces c) Functional Acceptance Test Procedure documents d) Task Completion Reports (TCR) 3.5 Documents Subject to Customer Review not Requiring Approval Note: The Project Schedule and any changes hereto are to be mutually agreed upon between Customer and CentralSquare. a) Operational Scenario Document (OSD) for Standard Interfaces b) Status Reports c) Project Schedule 3.5.1. CentralSquare Responsibilities a) Distribute the documents to Customer. b) Coordinate the process to consolidate comments and edit documents. c) Manage the signoff process for applicable documents and the distribution of originals to Customer and CentralSquare for filing. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 15 3.5.2. Customer Responsibilities a) Review the documents presented and provide the appropriate information back to CentralSquare within five (5) business days for configuration sheets, Change Orders and/or Sales Orders. b) Review the documents presented and provide the appropriate information back to CentralSquare within five (5) business days for requirements documents defined above. Unless unanticipated changes to the Project Schedule warrant a shortened turnaround. 3.6 Third Party Management CentralSquare will be responsible for the management of third parties that have been identified as Subcontractors within the Agreement. As part of the Subcontractor agreement, all communications between those third parties and the Customer will be managed by CentralSquare. Any communication directly between Customer and third parties that may require or imply the promise of a material change in scope or responsibilities will not be acknowledged by CentralSquare unless an appropriate Change Order has been prepared. Conversely, the Customer will be responsible for the management of third parties that CentralSquare is not responsible for. The Customer will be responsible for the facilitation of discussions and the acquisition of materials from those third parties that are necessary for the configuration and development of the Customer’s System. 3.6.1. CentralSquare Responsibilities a) Assume responsibility for third parties that are the responsibility of CentralSquare within the terms of the Agreement between CentralSquare and Customer. b) Process any Change Orders that may arise from a material change in scope where third parties are concerned. c) Inform Customer when configuration and or programming will require interaction and/or documentation from a third party which is not the responsibility of CentralSquare under the Agreement between CentralSquare and Customer. 3.6.2. Customer Responsibilities a) Work directly through CentralSquare with regard to third parties that are the responsibility of CentralSquare. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 16 b) Review, sign and process any Change Orders that may arise from a material change in scope where third parties are concerned. c) Facilitate interaction between CentralSquare and third parties not the responsibility of CentralSquare to include conference calls, answers to questions and documentation as requested. 4.1 Overview Project initiation and planning involves gathering the necessary Project specific information in order to produce a Project Management Plan and a Project Schedule. In short, Project Planning consists of those processes designated to establish when and how the Project will be implemented while further elaborating on project deliverables. Most of the information exchange between Customer and CentralSquare during this process is at a high-level and consists of interaction between both Project Managers and a small group of Project stakeholders. Major deliverables for the Project Planning phase are the specific Project Management Plans, and a baseline Project Schedule. The project must be managed in a manner that will allow for the adjusting of the Project Management Plan and Project Schedule to address the circumstances that affect a project during Project Execution. As a result of these changes during the Project life cycle, Project Planning will overlap each subsequent process during the Project. Project Planning tasks will decrease in frequency as checkpoints are completed and as the Project nears Go-Live and Project completion. Note: The Project Schedule is a living document, subject to change during the course of the Project due to several factors such as change in Project scope, scheduling conflicts, delay in approving project documents, resource availability, etc. All changes to the Project Schedule will be discussed between both parties and will be incorporated within a published schedule upon approval from Customer and CentralSquare. 4.1.1. CentralSquare Responsibilities a) Assign a Project Manager to the Project to participate in initiation phase activities. 4 PROJECT INITIATION AND PLANNING Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 17 b) Produce required documentation to support initiation activities (such as Operational Scenario Document (OSD), etc.). c) Identify and engage the CentralSquare Project team responsible for carrying out Project Execution. d) In collaboration with Customer, develop the Project Management Plan (includes the Communication Management Plan, Risk Management Plan, and Change Management Plan). e) Baseline the Project Schedule. f) Prepare and submit the TCRs for Customer acceptance of the Project Management Plan as defined above. g) Develop and submit invoice for payment due at execution of the Agreement. 4.1.2. Customer Responsibilities a) Assign a Project Manager for the Project to participate in initiation phase activities. b) Identify and engage Customer’s Project team. c) Review and comment on the CentralSquare Project Management Plan and the Project Schedule. d) Review and comment on CentralSquare provided documentation to support initiation activities. e) Approve the TCRs for the Project Management Plan within five (5) business days. 4.2 Project Kick Off During the planning phase, the CentralSquare Project Manager will hold a kickoff meeting with Customer’s Project team. During the kickoff meeting, the CentralSquare Project Manager will provide an overview of the following: 4.2.1. The CentralSquare Execution Process a) A high-level description of project deliverables. b) Roles and responsibilities for the Project team members. c) A high-level review of the preliminary Project Schedule including projected Project milestones and checkpoints. d) Describe the work that has been either completed, is in progress or is due to begin within the immediate future. e) Review any project related questions from Customer’s team. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 18 4.2.2. CentralSquare Responsibilities a) Prepare the agenda and set a date for the kickoff that is convenient to Customer and CentralSquare Team. b) Distribute any documents that Customer should review in advance of the kickoff meeting. c) Conduct the kickoff meeting. 4.2.3. Customer Responsibilities a) Work with the CentralSquare Project Manager to facilitate scheduling a date for the kickoff meeting. b) Schedule the appropriate personnel from Customer’s team to attend. This should also include key stakeholders that may not participate routinely in Project operations, but who have authority or responsibility over the Project. c) Provide adequate accommodations to include adequate seating and audio-visual equipment including a projector(s), screen, and whiteboard. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 19 5.1 Overview Project Execution focuses on the development and delivery of project deliverables. processes will be iterative and consist of 1) a review of deliverable documents; 2) development, configuration, installation and testing of software and Hardware deliverables, and 3) delivery of Project related services such as project related training. These processes are iterative in nature with a number of checkpoints to evaluate project progress. Each deliverable has a closing process which consists of specific completion criteria. These deliverable closing processes are independent from the closing process of the Project. All installation and configuration of Hardware, as well as CentralSquare software upgrades for this project will be performed remotely. 5.2 System Installation Overview: System installation is one of the early processes in the Project implementation phase and has a significant impact on and critical dependency on several key activities. Cloud virtual provisioning will be the responsibility of CentralSquare. Unless specified in the Statement of Work, On-Premise Hardware provisioning is the responsibility of the Customer. Installation of CentralSquare software on on-premise Hardware is the responsibility of CentralSquare. This implementation will be a combination of cloud and on-premise components. 5.2.1.1 Cloud Components: The CentralSquare Cloud team will provision the CentralSquare software in the cloud. This will entail a planning meeting with the Customer /Network Administrator and other CentralSquare staff (Project Manager, Technical Services), configuration of the connection, advising on network communications, and configuring access to the provisioned system. The administration services of the cloud environment are the responsibility of CentralSquare, including support, operation, and maintenance of the underlying infrastructure. Access to any resources by the Customer will not be allowed except through the applications and programmatic connections. 5 PROJECT EXECUTION Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 20 The Customer will only be responsible for their side of the connection with CentralSquare maintaining the Cloud side. 5.2.1.2 On-Premise Components: CentralSquare will either purchase and provision the server Hardware via a partner, or if the Customer is purchasing the Hardware CentralSquare will give guidance on Hardware specifications for Customer purchasing. CentralSquare gives guidance on Virtual provisioning after On-Premise Hardware has been purchased and integrated into the Customer’s network. CentralSquare utilizes a sizing and prerequisites document called an ISR (Installation Services Request) to convey specifications and guidelines for the Customer to create the virtual machines needed for software installation. The administration services of the On-Premise environment is the responsibility of the Customer, including support, operation, and maintenance of the underlying infrastructure. On-Premise installation of CentralSquare software takes place after On-Premise servers are provisioned and prepared for installation. 5.2.2. Cloud Virtual Provisioning The CentralSquare Cloud team will provision the CentralSquare software in the cloud. This will entail a planning meeting with the Customer System/Network Administrator and other CentralSquare staff (Project Manager, Technical Services), configuration of the connection, advising on network communications, and configuring access to the provisioned system. 5.2.2.1 CentralSquare Responsibilities a) Host technical meeting with Customer network\systems administration staff. b) Provision connection to Customer’s end point in coordination with the Customer. c) Provide port, protocol information to Customer for firewall rules. d) Provide guidance on DNS forward lookup zones needed for interoperability between Customer networks and cloud deployment. e) Provide guidance on routing needed from Customer networks to cloud environment. f) Configure tunnel for all Customer workstation subnets. g) Provision cloud systems. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 21 h) Provide URLs and any other information for Customer connectivity. i) Perform Connectivity tests with Customer assistance. 5.2.2.2 Customer Responsibilities a) Attend the technical meeting with CentralSquare resources. b) Acquire ISP connections. c) Provide an end point device. d) Provide end point public IP address for the connection to CentralSquare cloud environment. e) Work with CentralSquare technical staff to provision the connection. f) Configure firewall policies as directed by CentralSquare technical staff. g) Implement DNS forward lookup zones for interoperability with cloud environment. h) Provide routing rules to route traffic through the connection as advised by CentralSquare technical staff. i) Identify subnets where workstations will connect to the cloud environment from. j) Perform connectivity tests, with CentralSquare assistance. 5.2.3. Review Hardware Specifications (On-Premise Components) The Review of Hardware specifications is a review of the requirements for any On-Premise Components, be they servers, workstations or peripherals. The Review process is intended to function as an informational exercise for the Customer for any On-Premise Hardware sizing. 5.2.3.1 Workstation and Peripheral Hardware CentralSquare will review workstation and any peripheral specifications with the Customer. 5.2.3.2 CentralSquare Responsibilities a) Provide Hardware Sizing\Third party-software documentation to Customer prior to the review meeting. b) Provide System Planning Guide to Customer prior to the review meeting. c) Schedule and participate in review meeting. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 22 5.2.3.3 Customer Responsibilities a) Provide technical resources for the review meeting. b) Review and understand Hardware and third-party software documentation. 5.2.4. Procurement\Allocation of Hardware and Third-party Software (OnPremise Components) This task is for the net new procurement of Hardware and third-party software and equipment per the specifications provided by CentralSquare for the On-Premise components. If there is no net new Hardware purchase associated with the Agreement, either by CentralSquare or the Customer, this task represents the allocation of existing resources for On-Premise components by the Customer. 5.2.4.1 CentralSquare Responsibilities a) None 5.2.4.2 Customer Responsibilities a) The Customer is responsible for the procurement of Hardware and third-party software based on the specifications from the Hardware and third-party software review. 5.2.5. Basic Server Integration (On-Premise) Basic server integration includes placing the servers in the racks, creating the virtual environment, provisioning virtual machines, joining them to the existing domain, and establishing remote connectivity capability via the CentralSquare remote support solution for authorized CentralSquare personnel to perform configuration. These activities will be coordinated between CentralSquare and Customer IT staff. Guidance will be provided by way of a technical kickoff meeting with CentralSquare’s Technical Services Installation team and with the use of the ISR (Installation Services Request) process which organizes the information into CentralSquare’s preferred format. To begin the software installation phase CentralSquare must have Customer-authorized remote connectivity to the servers, documentation of server names, IP addresses, Administrator Account Information (Username, Password), Services Account Information, and the location of 3rd Party Software media (such as SQL). If the connectivity, servers, server details, accounts and media are not ready two weeks prior to the scheduled installation, the Project may need to be rescheduled, which may have an impact on the overall Project timelines. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 23 5.2.5.1 Customer Provided Basic Server Integration: Customer will perform basic server integration for all On-Premise servers. The site must be prepared and ready for the installation of CentralSquare software as detailed in CentralSquare’s documentation including the System Planning Guide no later than two (2) weeks prior to the scheduled Installation date. Delay in providing this information in its complete form will result in a delay in the Installation and the activities that follow installation of the System. 5.2.5.2 CentralSquare Responsibilities (Customer provided Basic Server Integration) a) Host a technical kickoff meeting to review the requirements for Installation including the Installation Service Request (ISR) Document. b) Distribute the Installation Service Request (ISR) document to Customer. c) Assist in Customer in completing the ISR. d) Review the completed ISR prior to the installation. e) At least one (1) week prior to installation, a member of the CentralSquare Technical Services team will verify: (1) connectivity to Customer site via CentralSquare’s remote support solution, (2) connectivity to each of the servers, and (3) access to all required security accounts. f) Prepare and submit a TCR for Customer review and approval upon completion of these activities. 5.2.5.3 Customer Responsibilities (Customer provided Basic Server Integration) a) Have appropriate subject matter experts attend the technical kickoff meeting. b) Provide the facility suitable to house Server Hardware and network infrastructure. c) Have a member of Customer’s IT staff available while software/network configuration is being performed. d) Provide all horizontal and vertical cable runs, pathways, coring, access points, floor cutting or drilling, and related tasks related to cable and equipment installation. e) Provide all external Interface connection points, electrical power and other receptacles within manufacturer recommended distance of the equipment and all peripheral components. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 24 f) Provide electrical facilities (e.g., outlets, generator, and other electrical infrastructure facilities required for this project, including necessary maintenance. g) Provide cabling (e.g., power, network, Interface, and other electrical and data transmission lines) required for this project, including necessary maintenance. All lines will be clearly identified and tested. h) Provide and install all data communication equipment, switches, routers, and other components necessary for system operation and maintenance, connection to remote sites to other systems, and to other agencies. i) Provide network/communications connections (e.g., LAN/WAN, commercial wireless, telephone, VPN, and other voice/data connections), and maintain ongoing network/communications charges associated with installation, operation or support of the proposed system including the establishment and maintenance of security accounts. j) Configuration and/or programming of network routers, switches, and bridges – this includes providing information to CentralSquare staff on the overall network that the system will operate and necessary port access for the system to operate in accordance with CentralSquare documentation. k) Provide TCP/IP communications and connection to the server equipment for any existing networks, workstations, mobiles, and printers that are to have access to the CentralSquare applications. l) Obtain all necessary IP addresses and schemes. m) Perform basic server integration including, but not limited to: i. Installation of servers in applicable racks. ii. Connecting servers to network switches. iii. When deploying a SAN, configure the applicable RAID configuration, create the LUN(s), and present them to the physical or virtual servers. iv. Installation and configuration of the virtual environment. v. Creation of Virtual Machines vi. Assign Server Names and IP Addresses to virtual machines vii. Install operating system software, perform Windows Genuine Advantage validation, and install all Windows Updates. viii. Provision of Domain and/or Joining servers to an existing Customer domain. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 25 ix. Enable and configure DNS, enable, and configure DHCP if required. n) Installation of CentralSquare prerequisite software. o) Create and maintain any local, third party or public SSL certificates for the Onpremise servers which require them, per CentralSquare documentation. p) Allow and establish CentralSquare access to all system administrative accounts on all servers running CentralSquare licensed Software. q) Gather all necessary configuration documentation which includes machine naming, IP addresses, Administrator Account information, Service(s) Account information, naming convention, and connectivity as prescribed in the Installation Services Request ISR) and return the ISR to CentralSquare. r) Provide CentralSquare with a high-level network diagram. The diagram should be provided prior to CentralSquare installation. s) Install all workstations and peripheral equipment, including scanners, printers, barcode readers, etc. t) Approve the applicable TCR. 5.2.6. System Installation (On-Premise) CentralSquare Technical Services Engineers will perform the CentralSquare software installation. These services will be performed remotely and include installation of the Contracted CentralSquare products as specified in the Basic Server Integration portion of the project. These installation activities will be coordinated between CentralSquare and Customer. CentralSquare will host a technical handoff meeting with the Customer to advise on ongoing maintenance of the on-premise system. If Customer does not follow the processes and procedures detailed in the CentralSquare System Planning Guide and technical handoff and this results in a need for reinstallation of the Hardware or software, the reinstallation effort will be performed at additional cost to Customer If determined to be because of a significant oversight deviating from the System Planning Guide and technical handoff. 5.2.6.1 Prerequisites for this Task: a) Completion of Basic Server Integration Task. b) Completed ISR. c) Completed High Level Network Diagram. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 26 d) Provision and Testing of Remote Access and Server User Accounts. e) Location of SQL Installation Media and Keys. f) Provision of SSL Certificates. 5.2.6.2 Customer Responsibilities a) Allocate appropriate onsite Project personnel to support CentralSquare personnel during configuration tasks as necessary and designate a primary point of contact to be available to address and answer questions that arise during the installation of the baseline application software. Appropriate Customer personnel include the necessary IT personnel and database administrator(s) as needed during installation. b) Customer is responsible for making the SQL media and license keys available to CentralSquare for installation. c) Have appropriate subject matter experts (usually Customer IT) attend the technical handoff meeting. d) Complete the configuration of workstations (after the installation of any contracted number of workstations by CentralSquare) using the Prerequisite Software Package and applicable Launch configurations. e) Put in place CentralSquare’s recommended backup procedures as outlined in the System Planning Guide and ensure backup procedures are consistently followed beginning at the completion of this task. f) Install and configure virus scanning and other security software as outlined in the System Planning Guide. g) After completion of the initial installation and configuration of System servers, Customer will be responsible for maintaining the System based on CentralSquare System Planning Guide, and the technical handoff meeting and associated document from CentralSquare Technical Services department. h) Review and approve the TCR from the technical handoff meeting. 5.2.6.3 CentralSquare Responsibilities a) Install and configure Microsoft SQL to operate with each of the applicable CentralSquare product(s). b) Install and configure the applicable CentralSquare system(s) on the designated servers and applicable environments as specified in the Agreement. c) Integrate on-premise components to cloud installed components. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 27 d) Provide verbal support to Customer with self-installation procedures for the workstations. e) After completion of the initial installation and configuration of each major System (such as Records Enterprise servers), a member of Technical Services team provides a technical handoff meeting to the designated staff from Customer’s information Technology team via a conference call. The following major topics will be discussed during this technical handoff: i. Proper procedures for performing System Backups ii. File Structure – Inclusions and exclusions iii. Databases iv. Moving backups to media v. Procedures for refreshing test/training system (and related documentation) if applicable vi. Approved configuration and use of Virus Scan software vii. Approved procedure for application of Windows updates viii. System Upgrade process and procedures ix. Support Website and CentralSquare list server access x. Managing/Reviewing system logs (SQL and Event Logs) f) Provide a Network Layout Diagram of the installed servers. g) Provide a list of network ports and protocols utilized for the purpose of securing the system. h) Prepare and submit a TCR upon completion of the installation tasks and activities. 5.2.7. Implementation of CentralSquare Identity The CentralSquare Technical Services Engineer and Consultants will configure the CentralSquare Identity instance in each environment that will provide identity management and authentication services for the Enterprise Suite applications (supported subsystems are CAD, Mobile, Message Switch and Records). CentralSquare will also refresh the Test/Training System from Production. 1. CentralSquare Identity Configuration Major Task Description Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 28 Overview CentralSquare, with the participation of the Customer, will configure CentralSquare Identity with roles. Mapping of subsystem roles to CentralSquare Identity roles. Linking the role mappings within CentralSquare Identity. Active Directory integration for each Active Directory domain which is to be integrated with CentralSquare Identity. Importing/associating subsystem users with CentralSquare Identity users. Customer Participants Administrators of the subsystem applications. Participants must be able to make decisions regarding configurations in the system for the applications. Testing of configurations deployed by CentralSquare. Training CentralSquare Identity Systems Administration Training class. This will be a remote two (2) hour class. Output User management will be centralized to the CentralSquare Identity application. Users will be able to use one (1) user account to access each of the systems.  1. CentralSquare Responsibilities a. Configure the CentralSquare Identity instance in each environment. b. Schedule the working sessions in accordance with Customer’s availability and the Project Schedule. c. Conduct the working sessions based on the schedule and provide assignments as necessary to Customer. d. Ensure the module is functioning per the configuration. e. Prepare and submit a TCR upon completion of the deliverable. 2. Customer Responsibilities a. Ensure participation of appropriate personnel for each scheduled activity. b. Complete all assignments on a timely basis. c. Review and approve the applicable TCR. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 29 5.3 Migration to Web Only Records Enterprise 5.3.1. Records Enterprise Migration Process Overview Major Task Description Kickoff Initial activity to kick off work on deliverable. Workshops CentralSquare and Customer will conduct workshops as indicated in the approved Project Schedule. Base System Build After Records Enterprise Administration and Review Training, Customer assumes ownership of building and maintaining modules and templates. Consulting Review The Records Enterprise Consultant will update the appropriate role(s) to provide the appropriate permissions for the additional web code table management and any additional features to be enabled. The Consultant will review System Code Tables and Number Control. Go-Live CentralSquare Technical Services Engineer (TSE) will update the “well known value” code value to update Enterprise Records Management system from hybrid to web only for code table management. The TSE will also rehost the Classic RMS database to the Web RMS database servers allowing the Classic RMS servers to be decommissioned. The Consultant will complete an evaluation of the system after being updated to a “Web-Only” environment. 5.3.2. Records Enterprise System Build Updates Major Task Description Overview After completion of the Records Enterprise workshops and training classes, Customer assumes ownership of completion and ongoing maintenance of system. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 30 Customer Participants Records Enterprise Administrators and core members of Customer implementation team who can address key points and make configuration decisions while participating in the system building process. Output Modules and Codes tables previously used from the Classic RMS UI will be configured for use within the Web version of Records Enterprise. The CentralSquare Consultant will provide ongoing consultation services. 5.3.2.1 CentralSquare Responsibilities a) Monitor and evaluate System build throughout implementation and provide guidance as needed. 5.3.2.2 Customer Responsibilities a) Provide timely input and updates to Templates, Workflows, Users, Roles, and System codes. b) Continue and complete building the Templates, Workflows, Users, Roles, and System files (those not built by CentralSquare). Note: Any changes required to Records Enterprise templates required for standard or custom Interface work is the responsibility of Customer. 5.3.3. Records Enterprise Workshops CentralSquare will conduct Records Enterprise workshops after the Records Enterprise Administration and Review Training has been completed. Workshops are specified in the Agreement but include: Records Enterprise Workshop #1 – Records Administration Review and Training Review and update system configurations including Users, Roles/Permissions, Configuration Settings, Code Table Management and introduction to RMS Templates and Workflows. Records Enterprise Workshop #2 – Template Updating Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 31 Review and update of the existing in-use modules within Records Enterprise including the queues, templates, and code tables. Records Enterprise Workshop #3 – Records Administration and State Reporting Review, training and testing of the Records Administration tasks including the redaction, expungement, searching, validations and State Reporting. Records Enterprise Workshop #4 - Report Writing The RMS Web reporting workshop provides an overview to the integration of the SSRS Report Manager tool and RMS Web. Participants include key members of Customer’s implementation team to include Records central and local administrators, and each key functional area, and should not exceed ten (10) students. Refer to Appendix Y - Workshop and Training Summary for a complete listing applicable to this project. 5.3.3.1 CentralSquare Responsibilities a) Schedule workshops in accordance with Customer’s availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Customer review or completion prior to each workshop. c) Conduct workshops based on the distributed agenda. d) Prepare and submit a TCR upon completion of the workshop. 5.3.3.2 Customer Responsibilities a) Provide adequate environment to conduct the workshop. b) Ensure participation of the appropriate personnel. c) Continue system building activities as directed. d) Review and approve the applicable TCR. 5.3.4. Records Enterprise Training Records Enterprise Training classes are conducted on consecutive weekdays during business hours (Tuesday-Friday). Alternate training schedules (multiple classes per day, evening, and weekend classes) are subject to additional cost. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 32 Training classes are conducted based on the quantities that are specified in the Agreement. The appearance of a course description in this Statement of Work does not mean a course will be conducted – it must be listed in the Agreement. Refer to Appendix Y - Workshop and Training Summary for a complete listing applicable to this project. 5.3.4.1 CentralSquare Responsibilities (for all Records Enterprise Training) a) Schedule the Records Enterprise Training class(es) in accordance with Customer’s availability and the Project Schedule. b) Prepare and distribute agendas and documents prior to each meeting. c) Develop and provide the Records Enterprise Training Plan. d) Conduct session(s) per the Schedule. e) Prepare and submit a TCR upon completion of each class, or a group of consecutive classes. 5.3.4.2 Customer Responsibilities (for all Records Enterprise Training) a) Provide adequate environment for execution of training. b) Provide a Local Records Administrator for each class to answer agency specific questions related to the build of Customer’s system and internal policies or workflow. c) Provide schedule for training remaining end users. a) Review and approve applicable TCRs 5.3.5. Records Enterprise Classic Data Migration Project will include a one-time import of data from Customer’s Classic RMS database into Records Enterprise. Only data that does not exist in the Web Records Enterprise database will be migrated from the Classic database. Module(s) include: • Bike • Intel • Field Interview • Impound/Towing • Expungements • Crash Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 33 • Citation 5.3.5.1 CentralSquare Responsibilities a) Perform an interim test of the Classic Data migration of a subset of data into the Test Records Enterprise system. Activity will occur after templates are completed. b) Perform initial test data import into Test Records Enterprise. c) Perform final data import into Records Enterprise beginning at Go-Live, in accordance with the project schedule. d) Prepare and submit the applicable TCRs. 5.3.5.2 Customer Responsibilities a) Review and provide feedback on test Classic Data migration of the subset of data. b) Review and provide feedback on interim data migration delivery within fifteen (15) days of completion of the migration. c) Provide a secure and reliable network connection. d) Review and approve the applicable TCRs. 5.4 Migration to Cloud – Records Enterprise (includes GIS) The Records Enterprise migration from on-premise to cloud is implemented through a series of standard steps and process gates designed to ensure that configurations are verified and tested to validate the proper functionality prior to go-live. 5.4.1. Records Enterprise - Migration from On-Premise to Cloud CentralSquare will migrate the Customer from on-premise to cloud by implementing ongoing SQL Server replication. Additionally, an on-premise interface server will be setup and configured to connect to the cloud pre-production environment. After the cloud virtual provisioning has been completed by the CentralSquare Cloud Team, the migration from on-premise to cloud will consist of three (3) main concurrent replications. CentralSquare will: • Establish an ongoing database replication between the on-premise database and the cloud database. • Establish an ongoing Elastic Search replication. • Establish an ongoing media application (attachments from the on-premise database to the cloud media data store). Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 34 These concurrent replications will run unattended until the Customer is ready to go-live and will continue to run post go-live, for a predefined timeframe, until they are disabled. From the moment that replication is initiated, the on-premise system will be “frozen (i/e., no changes, fixes, and/or upgrades will be applied). CentralSquare will coordinate with the Customer to identify the start date for replication. Replication will not be initiated until the Customer is ready to “freeze” the on-premise system. For the purpose of testing the integration between the Records Enterprise in the cloud and CAD Enterprise in the cloud, the Records Enterprise cloud pre-production environment will be setup to connect to the CAD Enterprise on-premise test environment. Upon completion of the bulk database replication process, the Customer will be able to log into the cloud pre-production environment and review the records for accuracy. Once the bulk database replication is completed, the cloud system is kept up to date and in sync with the on-premise system as the replication tools will continue to run. Note: During the replication process, end users can continue to work in the on-premise system until the replication process has completed and the Customer is ready to go-live. Note: In the cloud environment, end users will not be allowed to create or modify records in the cloud system during replication. 5.4.1.1 CentralSquare Responsibilities a) Coordinate with the Customer to identify the start date for replication. b) Enable the database, Elastic Search, and media application replications. c) Setup the integration between Records Enterprise cloud pre-production environment to the CAD Enterprise on-premise test environment. d) Notify the Customer that the replication from on-premise to cloud has been enabled. e) Notify the Customer that the bulk database replication has been completed and to start their review. f) Prepare and submit the applicable TCRs. 5.4.1.2 Customer Responsibilities a) Coordinate with CentralSquare to identify the start date for replication. b) Review the records in the cloud environment for accuracy and provide feedback within ten (10) business days upon notification from CentralSquare. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 35 c) Validate the integration between Records Enterprise cloud pre-production environment to the CAD Enterprise on-premise test environment. d) During the replication process, end users cannot create/modify the data that is in cloud. e) Review and approve applicable TCRs. 5.4.2. Records Enterprise - Cloud Go-Live The cloud environment is ready for go-live once the data has been replicated from onpremise to cloud and the Customer has completed a review of the system. This preproduction environment will become the production environment. The replication tools have kept the cloud system up to date and in sync with the onpremise system. For this reason, the go-live effort will need to be closely coordinated between CentralSquare and the Customer to avoid overwriting the records in the cloud system. At the time of go-live: • All end user modifications in the on-premise system must be completed prior to logging in and modifying records in cloud. • All end users will log out of the on-premise system at the same time and then log into the cloud environment. At the time of go-live, the Records Enterprise cloud production environment will be integrated with the third-party RMS interfaces and the CAD Enterprise on-premise production environment. Upon completion of bringing the cloud production environment online, each RMS workstation will need to be updated (a new url link) to connect to the Records Enterprise cloud production environment. Once the on-premise workstations have been updated, the Customer will be able to log in to the Records workstation connected to the cloud environment. Once the Customer is live on the cloud environment with Records Enterprise, the ongoing replication from on-premise to cloud will be disabled and any software upgrades that are needed, may resume at this time. Note: End users will need to stop modifying data in the on-premise system before they can start modifying data in the cloud. 5.4.2.1 CentralSquare Responsibilities a) Coordinate with the Customer to identify a mutually agreed upon go-live date. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 36 b) Integrate the CAD Enterprise on-premise production environment with the Records Enterprise cloud production environment. c) At go-live and after the Customer has confirmed they are no longer using the on-premise system, disable the ongoing replication from on-premise to cloud. d) Prepare and submit the applicable TCRs. 5.4.2.2 Customer Responsibilities a) Coordinate with CentralSquare to identify a mutually agreed upon go-live date. b) Coordinate the internal user log out from the on-premise system and log in to the cloud system. c) Update production workstations (a new url link) to target the Records Enterprise cloud environment. d) Review and approve applicable TCRs. 5.4.3. Records Enterprise - Reporting 5.4.3.1 SQL Server Reporting Services (SSRS) and Custom Ad Hoc Reports The database from the Records Enterprise Reporting Server in the cloud will be replicated to an on-premise Reporting Server in order for the Customer to maintain control of any SQL Server Reporting Services (SSRS) Reports and/or custom ad hoc reports that they created. These reports will need to remain on-premise and the CentralSquare Cloud team will assist the customer in updating the custom reports to point to the new on-premise Records Enterprise Reporting Server. 5.4.3.2 Output Designer Reports The Output Reports will continue to work and will be uploaded to the cloud environment by CentralSquare. CentralSquare is actively developing a feature for Customer’s to upload their own Output Reports to cloud. Once that feature is available for release, the Customer will be expected to manage their own Output Report designer uploads from that point forward. 5.4.4. Migration to Cloud - Geographical Information Services (GIS) Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 37 5.4.4.1 Records Enterprise with GIS The Records Enterprise migration from on-premise to cloud will include GIS. The Customer maintains ownership for updating and maintaining the data using CentralSquare provided GIS tools. 5.5 Migration to Cloud - Enterprise System Interfaces 5.5.1. Enterprise Standard Interfaces - Overview Standard interfaces to be migrated (and designated environments) for this project are listed within the Agreement and Appendix B – Standard Central Interfaces. Disaster recovery interfaces for on-premise systems are also licensed in the Agreement and listed in Appendix B of this SOW. The disaster recovery system for on-premise systems will include licensed disaster recovery interface configurations if the interface servers are replicated at a virtual machine level, with the assumption that no re-configuration needs to occur to either the CentralSquare or third-party endpoints as a result of a failover. If the on-premise disaster recovery system contains separately configured, nonreplicated, interface servers then interface configuration services will need to be included in the Agreement. Changes to the configuration of standard interfaces made by the Customer may make the interface non-operational in the cloud. The standard interface will be deployed in the cloud and any Customer modifications will not be preserved. Note: Modifications requested by Customer to a standard interface may incur additional cost and could result in project delays, since modifications to standard interfaces are only released with a major software version. 5.5.2. Enterprise Standard Interfaces - Migration from On-Premise to Cloud CentralSquare will handle the installation and configuration of interfaces in the production cloud environment and, where possible, will demonstrate their proper functionality to the customer prior to the start of the CAD and Records Enterprise application migrations. The interface installation will occur after the initial cloud environment deployment but prior to the start of the application migration. CentralSquare will take necessary steps to Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 38 ensure that the interfaces do not interfere with the normal operation of the customer's on-premises system prior to the migration. After the application migration is complete, CentralSquare will disable the interfaces onpremise and enable any necessary configuration to ensure their continued operation in the cloud. Note: Some interfaces may require the continued presence of a CentralSquare service in the customer's environment which can move files from an agency-specific network location to a location accessible by the interface in the cloud. 5.5.2.1 CentralSquare Responsibilities a) Install and configure interfaces in the production cloud environment. b) Demonstrate proper functionality of the interfaces to the customer (where possible without disrupting on-premises operation). c) Install and configure any on-premises services necessary to preserve the flow of data to and from third-party systems. d) Disable on-premise interfaces after the migration completes and when the Customer is ready to go-live. e) Enable cloud hosted interfaces after the migration completes and when the Customer is ready to go-live. f) Prepare and submit a TCR upon completion for each interface. 5.5.2.2 Customer Responsibilities a) Provide remote access to CentralSquare to inspect current interface configurations and make any necessary changes. b) Verify the proper functionality of the interfaces in the cloud and provide feedback within ten (10) business days. c) Work with CentralSquare personnel to identify network requirements for making third-party system endpoints available to the cloud-hosted interfaces. d) Review and approve the appropriate TCR for each interface. 5.5.3. Enterprise Standard Interfaces - On-Premise For the interfaces that cannot be migrated to the cloud and must remain on-premise, CentralSquare will reconfigure the interfaces after the CAD and Records Enterprise application migration completes such that it reads from or writes to the CentralSquare application in the cloud. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 39 5.5.3.1 CentralSquare Responsibilities a) Reconfigure the on-premise interfaces after the application migration completes and when the Customer is ready to go-live. b) CentralSquare will enable access to the appropriate API in the cloud for the onpremise interface to access. c) Demonstrate proper functionality of the interfaces to the customer. d) Prepare and submit a TCR upon completion for each interface. 5.5.3.2 Customer Responsibilities a) Provide remote access to CentralSquare to inspect current interface configurations and make any necessary changes. b) Verify the proper functionality of the interfaces in the cloud. c) Review and approve the appropriate TCR for each interface. 5.6 Migration to Cloud - CentralSquare Identity (previously CIM) 5.6.1. CentralSquare Identity - Overview After the cloud virtual provisioning has been completed by the CentralSquare Cloud Team, CentralSquare will deploy an Identity instance in the cloud that will provide identity management and authentication services for the cloud-hosted applications. To facilitate the migration to cloud, CentralSquare will migrate the customer's existing Identity users and roles from the on-premises Identity to the cloud-hosted Identity. Prior to the start of the CAD and Records Enterprise application migrations, CentralSquare will perform a one-time bulk transfer of users and roles, which will enable the customer to perform verification of data as the migration progresses. After the application migrations complete and when the Customer is ready to go-live, CentralSquare will perform a final delta transfer of users and roles from the on-premises Identity to the cloud-hosted Identity. Note: Changes to users and roles in the on-premises Identity instance will not be propagated to the cloud-hosted Identity between the initial and final transfer. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 40 5.6.1.1 CentralSquare Responsibilities a) Deploy a Identity instance in the cloud production and test/training environment. b) Perform a one-time bulk transfer of users and roles from on-premise to cloud. c) Notify the Customer that the bulk transfer has been completed and to start their review. d) Perform a final delta transfer of users and roles from on-premise to cloud. e) Prepare and submit the applicable TCRs. f) 5.6.1.2 Customer Responsibilities a) Review the records in the cloud environment for accuracy. b) Review and approve applicable TCRs. 5.7 Records Enterprise Workshop 5.7.1. Overview CentralSquare will conduct a Records Enterprise workshop after the on-premise Records Enterprise upgrade in the test/train environment to the new User Experience (UX). The objective of the workshop is to familiarize users with the new data entry for creating/writing reports and other features available in the new UX. Participants should include key members of Customer’s implementation team to include Records administrators and field personnel. The number of attendees should not exceed ten (10) students. Refer to Appendix Y, Workshop and Training Summary for a complete listing applicable to this project. 5.7.1.1 CentralSquare Responsibilities a) Schedule workshops in accordance with Customer’s availability and the Project Schedule. b) Prepare and distribute the meeting agendas and documents for Customer review prior to the workshop. c) Conduct workshop based on the distributed agenda. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 41 d) Prepare and submit a TCR upon completion of the workshop. 5.7.1.2 Customer Responsibilities a) Provide adequate environment to conduct the workshop. b) Ensure participation of the appropriate personnel. c) Review and approve the applicable TCR. 5.8 Migration to Cloud - CAD and Mobile Enterprise (includes GIS) The CAD and Mobile Enterprise migration from on-premise to cloud is implemented through a series of standard steps and process gates designed to ensure that configurations are verified and tested to validate proper functionality prior to go-live. 5.8.1. CAD and Mobile Enterprise - On-Premise Backup A backup of the on-premise environment will be taken for the purpose of migrating the critical data to the cloud. The critical data includes the CAD and Mobile Enterprise database and file share. The database and file share backups will be uploaded to the cloud in a Customer specific location. These backups will be used in the setup of the CAD and Mobile Enterprise pre-production cloud environment. Note: Once the on-premise backup is taken, any configuration changes will need to be manually applied to the cloud system. These changes can be applied to the cloud preproduction environment during system validation or to the cloud production environment during go-live. 5.8.1.1 CentralSquare Responsibilities a) Coordinate with the Customer to identify the start date for backup. b) Secure a backup of the production database and file share. c) Create a customer backup folder which includes the database and file share backup. d) Upload customer backup folder to customer specific cloud location. 5.8.1.2 Customer Responsibilities a) Coordinate with CentralSquare to identify the start date for backup. b) Provide access to the on-premise production environment. c) Provide a secure and reliable network connection between the on-premise production environment and customer specific cloud location. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 42 d) Track any configuration changes made after the on-premise backup so they can be manually applied to the cloud environment. 5.8.2. CAD and Mobile Enterprise – Migration from On-Premise to Cloud CentralSquare will migrate the Customer from on-premise to cloud by deploying the latest General Availability (GA) release of CAD and Mobile Enterprise in the cloud using the Customer’s on-premise backup folder. Once the deployment is complete, this cloud preproduction environment will have the on-premise production data and settings. Additionally, an on-premise interface server will be setup and configured to connect to the cloud pre-production environment. Any additional setup and configuration will be performed to ensure the cloud pre-production environment is working as expected. For the purpose of testing the integration between the CAD Enterprise in the cloud and Records Enterprise in the cloud, the CAD Enterprise cloud pre-production environment will be setup to connect to the Records Enterprise cloud test environment. Upon completion of the deployment of the cloud pre-production environment, the Customer will be able to log into the cloud environment and review the system for accuracy. Any configuration changes made to the on-premise production environment can be applied to the cloud pre-production environment at this time. 5.8.2.1 CentralSquare Responsibilities a) Deploy latest GA release CAD and Mobile Enterprise in the cloud with Customer’s data. b) Perform validation that the cloud environment is working as expected. c) Setup integrations owned by CentralSquare. d) Setup and configure replication database. e) Setup the integration between CAD Enterprise cloud pre-production environment and Records Enterprise cloud test environment. f) Prepare and submit the applicable TCRs. 5.8.2.2 Customer Responsibilities a) Review and provide feedback on the cloud environment within ten (10) business days of completion of the cloud deployment and validation. b) Provide a secure, reliable connection for third-party integrations. c) Validate the integration between CAD Enterprise pre-production environment and Records Enterprise cloud test environment. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 43 d) Apply any configuration changes that were made after the on-premise backup was taken to the cloud pre-production environment. e) Review and approve applicable TCRs. 5.8.3. CAD and Mobile Enterprise Workshops CentralSquare will conduct specific CAD and Mobile Enterprise workshops. Workshops are specified in the Agreement but include: CAD Enterprise Workshop CAD Administration Review and Training Review and update system configurations including workflows, SMS data, familiarize the CAD Administrator with the code file build utilities and other related modules. It is also provide instruction on basic “front-end” CAD maintenance. CAD Enterprise Workshop Post Go-Live Optimization Advanced configuration and workflow options as well as other areas to be edited or refined according to Client’s Post-Go Live needs. The workshop will familiarize the CAD Administrator with the Code File building utilities and other related modules. This will include instruction on basic “front-end” CAD maintenance and confirm the client understands the various configuration options and how those options influence system behavior. Mobile Enterprise Workshop Administration Training The Mobile Enterprise System Administrator and Configuration is a hands-on course intended to provide the client’s mobile administrators with the knowledge and skills needed to maintain, support, and configure the mobile server, mobile interface, and mobile client software. CAD Enterprise GIS Training The focus of this course is to prepare selected Client personnel to import and use existing GIS data in CAD Enterprise to manage the GIS data used by CAD Enterprise and Mobile Enterprise. 5.8.4. CAD and Mobile Enterprise - Cloud Go-Live The cloud pre-production environment is ready for go-live once the Customer has completed a review of the system. This pre-production environment will become the production environment. One (1) day prior to go-live, a CAD and Mobile Enterprise onpremise data backup will be taken and restored to the cloud environment. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 44 At the time of go-live all users will log out of the current on-premise production environment. The on-premise production environment will become read-only. After the on-premise production environment is read-only, a differential data backup will be taken and restored to the cloud. Once the differential data backup is restored in the cloud, any additional setup and configuration will be performed to ensure the production cloud environment is setup correctly. Configuration changes made to the on-premise production environment can be applied to the cloud production environment at this time. CAD and Mobile Enterprise cloud production environment integrations will be updated accordingly. These include third-party interfaces and the Records Enterprise cloud production environment. Upon completion of bringing the cloud production environment online, each CAD workstation and Mobile client will need to be updated to connect to the CAD Enterprise cloud production environment. Once they have been updated, the Customer will be able to log in to the CAD workstation connected to the cloud environment. 5.8.4.1 CentralSquare Responsibilities a) Coordinate with the Customer to identify a mutually agreed upon go-live date. b) One (1) day prior to go-live perform a backup of the on-premise environment and restore to the cloud environment. c) After the Customer has confirmed they are no longer using the on-premise environment (it will become read-only), perform a differential backup and restore the differential backup to the cloud environment. d) Update integration between CAD Enterprise production cloud environment and Records Enterprise production cloud environment. e) Update integration between CAD Enterprise production cloud environment and third-party interfaces. f) Bring cloud environment online. g) Prepare and submit the applicable TCRs. 5.8.4.2 Customer Responsibilities a) Coordinate with CentralSquare to identify a mutually agreed upon go-live date. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 45 b) Coordinate the internal user log out from the on-premise environment and notify CentralSquare when all users are logged out. At this time, neither environment will be available until the cloud production environment is live. c) Ensure all on-premise workstations meet the requirements of the production CAD Enterprise cloud version. d) Update production workstations to target the CAD and Mobile Enterprise cloud environment. e) Manually apply any configuration changes to the cloud production environment if needed when environment is available. f) Review and approve applicable TCRs. 5.8.5. CAD Enterprise - Custom Reporting 5.8.5.1 SQL Server Reporting Services (SSRS) and Custom Ad Hoc Reports The database from the CAD Archive Server in the cloud will be replicated to an onpremise Reporting Server in order for the Customer to maintain control of any custom reports that they created. These reports will need to remain on-premise and the CentralSquare Cloud team will assist the Customer in updating the custom reports to point to the new on-premise CAD Enterprise Reporting Server. 5.8.6. Migration to Cloud - Geographical Information Services (GIS) 5.8.6.1 Data Evaluation The CentralSquare GIS Analyst will perform a onetime evaluation of Customersupplied GIS data layers to ensure they are formatted correctly for street- centerline display, address point usage, address functions, routing and Quickest Path Unit Recommendations, and CAD and Mobile map optimization. Upon completion of the analysis, the CentralSquare GIS Specialist will provide a report summarizing the findings. Note: The one-time GIS data evaluation by the CentralSquare Analyst only applies to custom map conversion of Customer-supplied data. If the Customer purchases TomTom data, the one-time GIS data evaluation is not required. The Customer will still need to provide the other required GIS data for the system, such as response areas and layers for the CAD and Mobile Maps. 5.8.6.1.1 CentralSquare Responsibilities Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 46 a) Evaluate Customer-supplied GIS data. b) Provide and present a report summarizing the findings from GIS analysis services for CAD Enterprise. c) Prepare and submit a TCR upon completion of relevant activities. 5.8.6.1.2 Customer Responsibilities a) Provide the required GIS data in the required format, and per Project Schedule. b) Based on the Analysis Report provided by CentralSquare, make requested changes to mapping data to meet CentralSquare’s GIS data requirements. c) Review and approve the appropriate TCR. 5.8.6.2 CAD Enterprise with GIS The CAD Enterprise migration from on-premise to cloud will include GIS. The Customer maintains ownership for updating and maintaining the data using CentralSquare provided GIS tools. 5.9 Implementation of Situational Awareness Management (SAM) SAM is a browser-based solution that is an extension of CAD that allows for access to Mail, Unit and Incident queues, call taking entry, Bolo, GIS playback, and Reporting capabilities. CentralSquare will work with the customer to implement SAM. 6.1 Overview Go-Live of Enterprise Subsystems into the production environment is a highly orchestrated activity that will require resources from both Customer and CentralSquare teams. Go-Lives are conducted on consecutive weekdays (Monday - Friday). 6 SYSTEM AND SUBSYSTEM GO-LIVE Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 47 a) “Go-Live” is defined as “First use of a Solution or module of a Solution in a production environment”. A separate Go-Live may take place with respect to each Subsystem and each Interface. b) “Go-Live” means “First use in a non-test bed environment”. c) “Go-Live” means “Live in a production environment for a period of 10 days with no Priority One or Priority Two support errors”. Major Task Description Schedule CentralSquare and Customer will conduct all associated go-live tasks as indicated in the approved Project Schedule, associated documents, and per the Agreement. Pre-Requisite Go-Live Tasks CentralSquare project manager and Customer will ensure all end user training has been completed, and that all go-live deliverables are completed with related TCRs approved. CentralSquare project manager will schedule and monitor internal and Customer-facing go-live readiness checks during team planning meetings. CentralSquare project manager and Customer project manager, along with key resources, will conduct separate planning meetings to draft/approve the go-live plan. The go-live plan provides details about the time period for the event, products involved, supportive roles and responsibilities, the overall timeline for the go-live, establishes meeting dates/times, the issue reporting and escalation processes, transition to support, and communications plan. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 48 Go-Live Preparation CentralSquare and Customer will draft the CentralSquare Go-Live Authorization Letter. The Go-Live Authorization Letter confirms system has been migrated and tested, and that Customer agrees to proceed with moving the system to live operation. It acknowledges sufficient user training has been completed, confirms software is functional for a live environment, and that none of the currently identified issues are critical to the go-live. It lists all Subsystems included for go-live and any exceptions that will not be included (if applicable). Date and time of the go-live is memorialized, along with assurance Customer’s technical team and subject matter experts will be available 24 hours a day to support the CAD/Mobile Enterprise go-live and standard business hours (8:00am – 5:00pm PT Monday - Friday) for Records Enterprise unless otherwise noted in the Agreement. Customer is required to sign off on the Go-Live Authorization Letter. The CentralSquare project manager will coordinate the completion of pre golive checklists at regular intervals in the weeks leading up to the go-live to ensure the system is ready. Both CentralSquare and Customer have responsibilities to complete the Checklists. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 49 Go-Live The system is brought into production per the go-live plan and Go-Live Authorization Letter and go-live support is provided by CentralSquare. CentralSquare Go-Live Support Services: CAD/Mobile Enterprise Onsite Go-Live Support Services: Three (3) days go-live support, eight (8) hours per day (8:00am - 4:00pm PT). Records Enterprise Remote Go-Live Support Services: Two (2) days go-live support, eight (8) hours per day (8:00am - 4:00pm PT). Days 1 - 3: CentralSquare will host a kickoff call for the go-live event and establish scheduled check in calls with the Customer throughout the remainder of the day to review any issues reported, concerns, etc. Each day will conclude with a final check in call to review all issues and status. Milestone TCR(s) are provided to Customer for approval based on the Agreement. During go-live, issues are reported and managed by CentralSquare with Customer’s assistance. Upon cessation of go-live support by CentralSquare, issues are reported and managed by Customer. Transition to Support and CSM At the conclusion of the go-live, the project is closed and transitioned into Maintenance and Support. This also begins the relationship between Customer and the Customer Success Manager (CSM). Post Go-Live Deliverables If applicable, post go-live deliverables will be managed to completion of delivery by the CentralSquare project manager per the Agreement. 6.1.1. CentralSquare Responsibilities a) Complete internal go-live readiness checks and interval team planning meetings. b) Prepare a go-live plan for delivery to Customer. c) Prepare a Go-Live Authorization Letter and deliver to Customer. d) Identify the participants for the go-live in accordance with the terms of the Agreement. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 50 e) Coordinate CentralSquare personnel in advance of the go-live date to complete final tasks as a part of the go-live preparations. f) Assist Customer in placing the system into production. g) Assist Customer staff in usage of the system as well as documenting, reporting, and researching issues. h) Provide support during and after system go-live as specified within the Agreement. i) Prepare and submit TCR(s) upon first live operation of system in a live environment. 6.1.2. Customer Responsibilities a) Complete end user training needed to support operation of Subsystems. b) Participate in review of the go-live Plan. c) Review and approve the Go-Live Authorization Letter no later than three (3) weeks prior to go-live. d) Complete prerequisite tasks as directed by CentralSquare. e) Place the software into production and begin operational use in accordance with the project schedule, go-live plan, and Go-Live Authorization Letter. f) Provide adequate persons for the supervision and assistance to end users during golive and beyond the participation of the CentralSquare staff. g) Provide IT support to cover all Customer end user and CentralSquare staff hours of operation. h) Develop a process for the identification of, research, reporting and resolution of issues. i) Review and approve the applicable TCR(s). Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 51 7.1 Overview Project closure activities commence when all project deliverables have been completed. Support of systems and subsystems will be transitioned to CentralSquare’s Support and monitored per the Support and Maintenance Agreement. Major Task Description Post Go-Live Project Deliverables Once complete, ensure CentralSquare Project Manager will provide TCR to Customer for signoff of completed deliverables. Final Audit CentralSquare Project Manager will perform a final audit to ensure all Contractual obligations have been met. A final TCR will be provided to Customer to confirm the project is completed. Final Transition CentralSquare Project Manager performs final transition of Customer to Support who will become the primary conduit for entry, tracking, and resolution of system issues. Customer interaction is officially handed over from the CentralSquare Project Manager to CentralSquare Support. Project Closure CentralSquare Project Manager performs administrative tasks to archive project documents and close the project. 7.1.1. CentralSquare Responsibilities a) Perform payment reconciliation, deliver final project TCRs which generate remaining invoices. b) Transition the CentralSquare point of contact from the Project Manager to Customer Support Department. c) Provide continued support based on terms of Agreement. 7.1.2. Customer Responsibilities a) Provide approval of final Project TCRs within five (5) business days. 7 PROJECT CLOSURE Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 52 b) Process payment of final invoices. There are no product modifications proposed for this project. Any modifications to standard CentralSquare products and standard system interfaces that are to be delivered through this Project are listed in the Agreement. The functional scope of any modification procured through the Agreement will be summarized in this Statement of Work and defined by an OSD for all items listed. Any and all modifications or enhancements that are not explicitly listed in the Agreement are not within the scope of this Project. Any modification to the functionality of standard CentralSquare products or interfaces, outside the scope of the Agreement, within the system, or subsystems, shall follow the Change Order Process as described in Change Order Process. Any post-approval changes to the requirements documented in the system OSDs or other documents are subject to a formal Change Order. Note: All enhancements and modifications to any of CentralSquare’s standard products (including the Interfaces) will only be released with a major version of the applicable subsystem (i.e., CAD Enterprise and the like) based upon the relevance and dependency to these products. Note: Software versioning is the process of assigning either unique version names or unique version numbers to unique states of computer software while a service pack or patch is a piece of software designed to fix problems with or update a computer program or its supporting data. This includes fixing security vulnerabilities and other bugs. Note: Any changes to the requirements documented in approved System OSDs are subject to Change Order. 8 Appendix A - Contracted Modifications to Standard CentralSquare Products 9 Appendix B - Standard CentralSquare Interfaces Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 53 The scope of functionality for these standard interfaces is limited to 1) the capability of the CentralSquare System being interfaced and 2) the capabilities of the external system being interfaced. Descriptions of each of the standard interfaces below will become the basis for the scope of detailed requirements, described in the OSD. Any changes in the requirements documented and approved in the System OSDs are subject to a Change Order. Standard Interfaces Standard Interfaces are included in the Agreement and listed in this SOW. If not explicitly listed in the Agreement, the Interface will not be installed and supported. Standard Interface Description Interface Name Standard CAD Enterprise ANI/ALI Interface Interface Description The CAD Enterprise E911, ANI/ALI Interface provides a oneway transfer and processing of data from the E911 Controller of the phone system to CAD Enterprise using one of the two available types of package structures: fixed position and delimited fields. The Interface is configurable to process various formats of ANI/ALI data streams—to include certain formats of TTY/TDD emergency calls. The information being captured by the Interface will be used for the features outlined in this document. When a call-taker answers an emergency call, the agencies E911 Controller will assemble a data stream that contains details such as, but not limited to, attendant number, caller telephone number, and location information, and sends the data packet to the CAD Enterprise Interface through an RS- 232 serial or compatible network connection. Once the Interface receives a valid data packet, it will process the data, store selected fields into the CAD Enterprise system database, and notify CAD Enterprise workstations of the event. The target CAD Enterprise workstation will process the event by automatically opening a new Emergency Call Taking screen with designated ANI/ALI data populating predetermined display fields. Vendor Vesta 911 Subsystem CAD Direction Import Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 54 Instances Contracted Production Required for Go-Live Yes Environment On-premise Interface Name Standard LinX Publisher Interface Description The CentralSquare LInX Publisher Interface (the “Interface”) is a unidirectional interface. It will publish Incident, Arrest, Crash, Citation, CFS, Field Interview or Warrant data from Records Enterprise via XML files to the network file share. If XML output is configured, report attachments will be embedded in the output file. The maximum attachment file size will be configured in the Publisher Framework to ensure optimal operation of the interface. The format of the published XML file will align with the Records Enterprise. (See Supplemental Documentation). Vendor LinX Subsystem Records Direction Export Interface Document Name OSD - Law Enforcement Information Exchange (LInX) Publisher v1.2.pdf Instances Contracted Production Required for Go Live Yes Standard Interface Description Interface Name Standard LexisNexis DORS Incident Importer (Coplogic) Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 55 Interface Description The CentralSquare LexisNexis Desk Officer Reporting System (DORS) Interface receives data from police incident reports publicly submitted using the DORS system, and once approved by DORS, the report data is published to Records. This is a unidirectional importer interface that receives and ingests data from police incident reports publicly submitted using the DeskOfficer Online Reporting System (DORS) provided by LexisNexis Coplogic. This is designed to eliminate redundant entry of data from citizen-generated Police Incident Reports. Once a report is reviewed and approved through DORS, the DORS system will send report data to the CentralSquare API. The incoming data is consumed and imported into the incident module as an incident report or summary in Records Enterprise. Vendor LexisNexis Subsystem Records Direction Import Interface Document Name OSD - Records Enterprise - Lexis Nexis (Coplogic) Incident Importer Integration v1.1 Instances Contracted Production Required for Go Live Yes Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 56 The CentralSquare Message Switch is a component of the CentralSquare Suite which allows query and response transactions between CentralSquare Suite applications, the State, and some third-party data sources. CentralSquare Message Switch is a standalone application that can be accessed from any web application, or within a CentralSquare products, to centralize inquires to state switch systems, internal systems and/or other providers while reducing user interactions and data entry workflows. A Message Switch Provider is equivalent to a data source (such as a CentralSquare component like Records Enterprise, the State, or a SQL database). The latest GA version of TTMS/Message Switch will be deployed in this cloud migration. Note: The CentralSquare Message Switch (includes SQL) will be delivered on premise until CALDOJ approves pointing The CentralSquare Message Switch to the cloud. Message Switch Providers use Transactions to query the data source. A Message Switch Transaction can be considered the equivalent of an individual query or a combination (combo query which queries multiple Providers). Examples of individual queries would be Person by Name or Driver’s License Number Transaction for the Provider Records Enterprise, or a Message key Transaction to the Provider State Justice Switch, or a Type of SQL Query to an external SQL database for a custom provider). Transactions are rolled up under each Provider. An example of a combination query would be a Transaction defined as a Combination Query of a Person query on both a State Provider and a SQL custom transaction (e.g., a Person by Name query which searches both the State, and an external SQL Data Source). Standard transactions are included in the project, subject to applicable access. Standard queries can be performed via the Enterprise suite applications graphical user interfaces as documented. The list of Message Switch Providers and associated Transactions included in this Agreement are as follows: Standard Providers: Provider: Records Enterprise Standard Records Enterprise Transactions: 10 Appendix D - Message Switch Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 57 Category Transaction Name Admin\Other Free Form Gun Gun Inquiry Vehicle Vehicle Inquiry Admin\Other Location Inquiry Person Person Inquiry Article Property Inquiry Provider: CAD Enterprise Standard CAD Enterprise Transactions: Category Transaction Name Admin\Other CAD Incident Inquiry Person CAD Person Inquiry Article CAD Property Inquiry Vehicle CAD Vehicle Inquiry Gun CAD Weapon Inquiry Vehicle Query Tow Request Person Query BOLO Person Vehicle Query BOLO Vehicle Provider: State Justice Switch (CA/OCATS) Standard State Justice Switch Transactions (State/NLETS/NCIC transactions) For new State implementations where CentralSquare has not yet developed standard transactions, the Customer is responsible for providing State documentation for review by CentralSquare Product Management to identify standard state transactions. Transactions do not by default include record entry, modification, or update (Cancel, Clear, Locate) functionality. This functionality is available only if CentralSquare develops the queries as custom transactions as part of the Agreement. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 58 Standard State Justice Switch Transactions Category Message Key Transaction Name Person EMP CLETS Enter Missing Persons Person MMP CLETS Modify Missing Persons Article TCAA Test Clear Property - Group Record Person TECA Test CLETS Enter CDCR Parole Record Person TECR Test CLETS Enter Career Criminal Record Person TEFR Test CLETS Enter Federal Probation Record Person TEGT Test CLETS Enter General Supervision Record Person TEMH Test CLETS Enter State Hospital/Mental Health Record Person TEPR Test CLETS Enter County Probation Record Person TERC Test CLETS Enter Post Release Community Supervision Record Person TESV Test CLETS Enter Mandatory Supervision Record Vehicle TEVF-Q Test CLETS Enter Vehicle Felony Blue Alert Vehicle TEVF-Y Test CLETS Enter Vehicle Felony Yellow Alert Person TEYA Test CLETS Enter DJJ Parole Record Article CAA Clear Property - Group Record Article EAA Enter Property - Group Record Person ECA CLETS Enter CDCR Parole Record Person ECR CLETS Enter Career Criminal Record Person EFR CLETS Enter Federal Probation Record Person EGT CLETS Enter General Supervision Record Person EMH CLETS Enter State Hospital/Mental Health Record Person EPR CLETS Enter County Probation Record Person ERC CLETS Enter Post Release Community Supervision Record Person ESV CLETS Enter Mandatory Supervision Record Vehicle EVF-Q CLETS Enter Vehicle Felony Blue Alert Vehicle EVF-Y CLETS Enter Vehicle Felony Yellow Alert Person EYA CLETS Enter DJJ Parole Record Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 59 Gun TEG Test Enter Historical Firearm Record Gun TEG Test Enter Evidence And Crime Firearm Vehicle BQ Query Boat Registration Article CSS Serialized Security Clear Gun EG Enter Evidence And Crime Firearm Gun EG Enter Historical Firearm Record Article EPN Enter Non-Serialized Pawn Property Article EP Enter Pawn Property Person EGVO CLETS Enter Gun Violence Restraining Order Article ESS Serialized Security Entry Article ES Single Security Entry Gun FQN Mental Health Firearm Prohibition Inquiry By Number Gun FQP Mental Health Firearm Prohibition Inquiry By Record Number Person IN DMV Query Name Index Vehicle IN DMV Query Vehicle Registration By Owner Article LSS Serialized Security Locate Article MSS Serialized Security Modify Article MS Single Security Modify Gun FQA Mental Health Firearm Prohibition Inquiry By Name Article XSS Serialized Securities Cancel Article XS Single Security Cancel Article LS Single Security Locate Article CS Single Security Clear Article QAK Single Article Inquiry - With Routing Indicator Article QAH Single Article Inquiry - With Pawn Records Article QAM Single Article Inquiry with Mailed Printout Vehicle QBK Boat Inquiry with Routing Indicator Gun CG Clear Firearm Person QRP Query trained Person Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 60 Gun QPO Query NCIC Protection Order File Person QRRK Query CARPOS Abbreviated Response Person QRRH Query CARPOS History Person QRR1 Query CARPOS Violation Messages Person QWK Wanted Person Inquiry with Routing Indicator Person R.QM Query Missing Person NCIC Only Gun R.QG Gun Inquiry NCIC Only Vehicle R.QB Boat Inquiry NCIC Only Gun QGMX Gun Inquiry with Mailed Printout Exact Spelling Gun QGM Gun Inquiry with Mailed Printout Gun QGK Gun Inquiry with Routing Indicator Person QWA Wanted Person Inquiry Abbreviated Response Article TCA Test Clear Property - Single Record Vehicle TCBA Test CLETS Clear Boat with AID Vehicle TCB Test CLETS Clear Boat Vehicle TCVA Test CLETS Clear Vehicle with AID Vehicle TCV Test CLETS Clear Vehicle Article TEA Test Enter Property Gun TEG Test Enter Law Enforcement Firearm Person TEMP Test CLETS Enter Missing Persons Person YRWP CLETS Hit Confirmation Response For Wanted Person Vehicle YRSV CLETS Hit Confirmation Response For Stolen Or Felony Vehicle Vehicle YRSP CLETS Hit Confirmation Response For Stolen Part Vehicle YRSL CLETS Hit Confirmation Response For Stolen License Plate Gun YRSG CLETS Hit Confirmation Response For Stolen Gun Vehicle YRSB CLETS Hit Confirmation Response For Stolen Boat Article YRSA CLETS Hit Confirmation Response For Stolen Article Person YRMP CLETS Hit Confirmation Response For Missing Person Vehicle YQSP CLETS Hit Confirmation Request For Stolen Part Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 61 Gun YQSG CLETS Hit Confirmation Request For Stolen Gun Vehicle YQSL CLETS Hit Confirmation Request For Stolen License Plate Person YQWP CLETS Hit Confirmation Request For Wanted Person Vehicle YQSV CLETS Hit Confirmation Request For Stolen Or Felony Vehicle Vehicle YQSB CLETS Hit Confirmation Request For Stolen Boat Article YQSA CLETS Hit Confirmation Request For Stolen Article Person YQMP CLETS Hit Confirmation Request For Missing Person Vehicle TEVF Test CLETS Enter Vehicle Felony Vehicle TEVPR Test CLETS Enter Vehicle Part Stolen Person TEWR Test CLETS Enter Wanted Person Warrant Issued Article TLAA Test CLETS Locate Property with AID Article TLA Test CLETS Locate Property Vehicle TLBA Test CLETS Locate Boat with AID Vehicle TLB Test CLETS Locate Boat Gun TLG Test CLETS Locate Firearm Person TLMP Test CLETS Locate Missing Person Article TMAA Test CLETS Modify Property With AID Article TMA Test CLETS Modify Property Gun TMG Test Modify Firearm Person TMMSD Test CLETS Modify Missing Person Suspect Description Article TQAB Test Single Article Inquiry - All Records Article TQAN Test Single Article Inquiry By Name Article TQA Test Single Article Inquiry Vehicle TQB Test QB - Boat Inquiry Person TQHA Test CLETS Query Criminal History By Alpha Person TQHC Test CLETS Query Criminal History By CII Person TQHN Test CLETS Query Criminal History By Number Person TQM Test CLETS Query Missing Person Person TQRR Test Query CARPOS Full Response Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 62 Article TQS Test Single Security Inquiry Vehicle TQV Test CLETS Stolen or Felony Vehicle Inquiry Article TRLAA Test CLETS Locate Property NCIC With Modifier Article TRLA Test CLETS Locate Property NCIC Vehicle TRLB Test CLETS Locate Boat NCIC Gun TRLG Test CLETS Locate Firearm NCIC Only Vehicle TRLL Test CLETS Locate License Plate NCIC Person TRLM Test CLETS Locate Missing Person NCIC Only Gun TXG Test CLETS Cancel Firearm Person EUP Unidentified Person Entry Vehicle CBA CLETS Clear Boat with AID Vehicle CVA CLETS Clear Vehicle with AID AdminOther Free Form Clets Transaction Article LAA Locate Property - Group Record Vehicle LBA CLETS Locate Boat with AID Person QW Wanted Person Inquiry Vehicle R.QV Stolen or Felony Vehicle Inquiry NCIC Only Article MAA Modify Property - Group Record Article CA Clear Property - Single Record Vehicle CB CLETS Clear Boat Vehicle CV Clear Vehicle Article EA Enter Property - Single Record AdminOther E CLETS Emergency Administrative Message Gun EG Enter Law Enforcement Firearm Vehicle EVF CLETS Enter Vehicle Felony Vehicle EVPR CLETS Enter Vehicle Part Stolen Person EWR Enter Wanted Person Person IN DMV Query Drivers License By Name Person ID DMV Query Drivers License By Number Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 63 Vehicle IV DMV Query Vehicle Registration Article LA Locate Property - Single Record Vehicle LB CLETS Locate Boat Person LCA Supervised Release File Contact Message Gun LG CLETS Locate Firearm Person LMP CLETS Locate Missing Person Person MMSD CLETS Modify Missing Person Suspect Description Person MWR Modify Wanted Person Article QAN Single Article Inquiry By Name Person QAR SRF Individual Record Inquiry - Arson Registrant Article QA Single Article Inquiry Person QCA SRF Individual Record Inquiry - CDC Parole Person QCR SRF Individual Record Inquiry - Career Criminal Person QFR SRF Individual Record Inquiry - Federal Probation Gun QGHX Gun Inquiry with History Exact Spelling Gun QG Gun Inquiry Person QHA CLETS Query Criminal History By Alpha Person QHC CLETS Query Criminal History By CII Person QHN CLETS Query Criminal History By Number Person QPR SRF Individual Record Inquiry - County Probation Person QRR Query CARPOS Full Response Person QSR SRF Individual Record Inquiry - Sex Registrant Article QS Single Security Inquiry Person QVCK SRF Inquiry - Abbreviated Response Person QYA SRF Individual Record Inquiry - CYA Parole Article R.LAA NCIC Locate Property - Group Record Article MA Modify Property - Single Record Gun MG Modify Firearm AdminOther N CLETS Administrative Message Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 64 Article QAB Single Article Inquiry - All Records Vehicle QB Boat Inquiry Gun QGB Gun Inquiry with LE and History Person QM CLETS Query Missing Person Person QVC SRF Inquiry - Full Response Vehicle QV Stolen or Felony Vehicle Inquiry Article R.LA NCIC Locate Property - Single Record Vehicle R.LB CLETS Locate Boat NCIC Gun R.LG CLETS Locate Firearm NCIC Only Vehicle R.LL CLETS Locate License Plate NCIC Person R.LM CLETS Locate Missing Person NCIC Only Gun XG CLETS Cancel Firearm Person R.QR Full III Criminal History Record Inquiry Person KQ NLETS Driver History Query Vehicle GQ Query Aircraft Registration Person DQ NLETS Driver Record Query Person DNQ NLETS Driver History Query By Name Only Person UQ NLETS Canadian Driver Record Query Person WQ NLETS Canadian Person File Query Vehicle RNQ NLETS Vehicle Registration Query By Name Only Vehicle RQ NLETS Vehicle Registration Query Vehicle RQG NLETS Regional Vehicle Registration Query Vehicle SQ NLETS Snowmobile Registration Query Vehicle XQ NLETS Canadian Vehicle Registration Query Vehicle VQ NLETS Canadian Vehicle File Query Vehicle MQ Hazardous Materials Query AdminOther TQ ORION File Query Person IQ NLETS Criminal History Identity Query Person FQ NLETS Full Criminal History Query Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 65 AdminOther LEOFA Law Enforcement Officer Flying Armed NLETS Message AdminOther Free Form NLETS Transaction AdminOther Free Form NCIC Transaction Person YQMP NLETS Hit Confirmation Request For Missing Person Person YQPO NLETS Hit Confirmation Request For Protective Order Article YQSA NLETS Hit Confirmation Request For Stolen Article Vehicle YQSB NLETS Hit Confirmation Request For Stolen Boat Vehicle YQSL NLETS Hit Confirmation Request For Stolen License Plate Vehicle YQSP NLETS Hit Confirmation Request For Stolen Part Vehicle YQSV NLETS Hit Confirmation Request For Stolen Or Felony Vehicle Person YQWP NLETS Hit Confirmation Request For Wanted Person Article YRSA NLETS Hit Confirmation Response For Stolen Article Vehicle YRSB NLETS Hit Confirmation Response For Stolen Boat Gun YRSG NLETS Hit Confirmation Response For Stolen Gun Vehicle YRSL NLETS Hit Confirmation Response For Stolen License Plate Vehicle YRSP NLETS Hit Confirmation Response For Stolen Part Vehicle YRSV NLETS Hit Confirmation Response For Stolen Or Felony Vehicle Person YRWP NLETS Hit Confirmation Response For Wanted Person Non-standard State Justice Switch Transactions Category Message Key Transaction Name Person AWADRQ AWSS Address Inquiry Person AWASGQ AWSS Assignment Inquiry Person AWASGU AWSS Assignment Update Person AWMSGU AWSS Message Update Person AWNAMQ AWSS Name Inquiry Person AWNUMQ AWSS Number Inquiry Person AWSRVU AWSS Warrant Serve Inquiry Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 66 Vehicle AWVEHQ AWSS Vehicle License Inquiry Person AWWPSU AWSS WPS Update Custom Development State Justice Switch Transactions Category Message Key Transaction Name Person QWA OCATS Multi-Database Queries – Name Query Vehicle QVE OCATS Multi-Database Queries – Vehicle Plate Query Vehicle QVI OCATS Multi-Database Queries – Vin Query Person TSSINQ Probation/Search/Seizure Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 67 11 Appendix F – On-Premise (Customer) Reporting Server In cloud CAD Enterprise or Records Enterprise deployments the Customer has the option to purchase an on-premise reporting server. This will be a replica of the database for reporting purposes from the cloud environment to the on-premise environment. The Customer will maintain the on-premise reporting server Hardware, operating system and SQL Instance. CentralSquare and the customer will coordinate on any sql server patches and upgrades with the goal of ensuring sql versions in the cloud and on premise are both current ( including version, cumulative updates, and security updates) and compatible for replication. The replicated database is a read-only replica which is subject to complete refresh on occasion, and it will not be possible to add customized Tables, Views, Stored Procedures, Indexes or other database objects. If desired a separate database, or separate SQL Instance with a database can be deployed and linked to the replicated database. The joined database can contain custom Tables, Views, Stored Procedures, Indexes or other database objects. The Customer will control Instance level object such as Jobs or Maintenance plans and will control the Logins and User Access Control to the replicated database and will be fully responsible for CJIS policy with regard to the replicated data on the server. 12 Appendix J – CentralSquare Connectivity to Enterprise On-Premise systems Policy Customer Managed On-Premise Systems The SecureLink remote support solutions shall be the method of remote access to on-premise Customer systems and/or data. This solution meets all requirements as contained in the FBI CJIS Security Policy Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 68 (Remote Access). Use of this solution enables Customer agencies to remain CJIS compliant for purposes of FBI and/or state regulatory agency audits. Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 69 13 Appendix Y – Workshop and Training Summary Training/Go-Live Deliverable Quantity Training(s)/Workshop(s) Included Remote/Onsite RMS Enterprise Administration Review and Training Workshop 1 Three (3) day workshop Remote RMS Enterprise Template Update Workshop 1 Three (3) day workshop Remote RMS Enterprise Records Administration/State Reporting Workshop 1 Three (3) day workshop Remote RMS Enterprise Report Writing Training 1 Three (3) day workshop Remote RMS Enterprise Output Designer Training 1 Three (3) day workshop Remote RMS Enterprise End User Training – Field Officers 1 Three (3) day training course Remote RMS Enterprise End User Training – Records & State Reporting 1 Three (3) day training course Remote RMS Enterprise End User Training Property & /Evidence Personnel 1 Two (2) day training class Remote Records Enterprise Post Go-Live Optimization and Advance Configuration Workshop 1 Three (3) day workshop Remote CAD Enterprise Operational Review and Codefile Administration (ORCA) 1 Four (4) day workshop Remote CAD Enterprise Post Go-Live Optimization and Advance Configuration Workshop 1 Three (3) day training class Remote Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE The contents of this material are confidential and proprietary to CentralSquare Technologies, LLC and may not be reproduced, published, or disclosed to others without the prior written consent of CentralSquare Technologies, LLC. ©2025 CentralSquare Technologies, LLC Page 70 Mobile Enterprise Administration Training 1 Three (3) day training class for a maximum of three (3) participants. Remote GIS Training 1 Three (3) day training class for a maximum of four (4) participants. Remote Docusign Envelope ID: C9613B10-DE72-4068-A2AE-1F8B11BF73BE