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HomeMy WebLinkAboutReso 2025-3908RESOLUTION NO. 2025 - A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AUTHORIZING THE EXPENDITURE OF BUDGETED FUNDS WITH CENTRALSQUARE TECHNOLOGIES, LLC., FOR MAINTENANCE AND SUBSCRIPTION SERVICES FOR CERTAIN INFORMATION TECHNOLOGY SERVICES, IN AN AMOUNT NOT TO EXCEED ONE HUNDRED TWENTY-FIVE THOUSAND DOLLARS AND NO CENTS ($125,000.00); AUTHORIZING THE CITY MANAGER TO DO ALL THINGS NECESSARY TO EFFECTUATE THIS RESOLUTION; PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the City of Sunny Isles Beach ("City") is in need of a vendor to provide maintenance and subscription services for certain Information Technology software; and WHEREAS, Chapters 119 and 286 of the Florida Statutes provide certain exemptions from public disclosure of certain goods and services pertaining to cybersecurity; NOW THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF SUNNY ISLES BEACH, FLORIDA, AS FOLLOWS: Section 1. Approval of Expenditure of Budgeted Funds. The City Commission hereby approves the expenditure of budgeted funds with CentralSquare Technologies, LLC. for maintenance and subscription services for certain Information Technology software, in an amount not to exceed One Hundred Twenty -Five Thousand Dollars and No Cents ($125,000.00). Section 2. Authorization of City Manager. The City Manager is hereby authorized to do all things necessary to effectuate this Resolution. Section 3. Effective Date. This Resolution will become effective upon adoption. PASSED AND ADOPTED this 16th day of Oct er, 2 25. Larisa Svechin, Mayor ATTEST~ Maur'icib Betancurl CMC, City Clerk @ BCL@ 6815AC58 APPROVED AS TO FORM AND LEGAL SUFFICIENCY: - AI- - , I A ain E. Boileau for Nabors, Giblin & Nickerson, P.A., City Attorney Page 1 of 2 156 Moved by:0AU&teurgm Seconded by:�&c'j:—� NAt�tm LAH-k— Vote: Mayor Svechin ✓/ Yes) (No) Vice Mayor Lama ✓ (Yes) (No) Commissioner Joseph -7(Yes) (No) Commissioner Stuyvesant V7,Yes) (No) Commissioner Viscarra Yes) (No) @BCL@6815AC58 Page 2 of 2 157 �*; CENTRALSQUARE CentralSquare Technologies, LLC 1000 Business Center Drive Lake Mary, FL 32746 August 26, 2025 Genesis Cuevas Sunny Isles Beach Police Department 18070 Collins Ave., Sunny Isles Beach, FL, 33160 Dear Genesis Cuevas, This letter is in response to Sunny Isles Beach Police Department's request for a sole source letter from CentralSquare Technologies, LLC. This letter is to confirm that ONESolution PS is a sole source product, comprised of proprietary intellectual property, and is designed, engineered, serviced, and distributed exclusively by CentralSquare for use by CentralSquare customers. Sincerely, Joe Beasley Vice President of Sales, Public Safety & Justice CentralSquare Technologies, LLC CST -2025-104134 158 CentralSquare Support 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 Superion LLC, a CentralSquare Technologies, ILLC company with its principal place of business in Lake Mary, FL ("CentralSquare") and the City of Sunny Isles Beach , FL ( for the benefit of and use by Sunny Isles Beach Police Department) ("Customer"), together with CentralSquare, the "Parties", and each, a "Party". WHEREAS, CentralSquare licenses and gives access to certain software applications ("Solutions") to its customers and also provides maintenance, support, migration, installation and other professional services: and WHEREAS, Customer desires to license and/or gain access to certain Solutions and receive professional services described herein, and CentralSquare desires to grant and provide Customer license and access to such offerings as well as to provide support and maintenance, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by the signatures of their duly authorized representative below, the Parties intending to be legally bound, agree to all of the following provisions and exhibits of this Agreement: Solution: ONESolution PS Term. Initial Term. The Initial Term of this Agreement commences as of the Effective Date and will continue in effect for two (2) 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. MORE INFORMATION AT CENTRALSQUARE.COM 1000 Business Center Drive Lake Mary, FL 32746 Police, Department 18070 Collins Avenue, Sunny Isles Beach; FL, 33160 By; By: Print Name: Ron Anderson Print Name: t8V1Wk-15101 —0 Print Title: Chief Sales Officer Print Title: C.*) Date Signed: 10/28/2025 Date Signed: 11 1+ _2 " Solution: ONESolution PS Term. Initial Term. The Initial Term of this Agreement commences as of the Effective Date and will continue in effect for two (2) 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. MORE INFORMATION AT CENTRALSQUARE.COM Standard Terms and Conditions Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below: 1.1. "Affiliate" means.any other Entity that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Entity. 1.2. "Authorized User" means Customer's employees, consultants, contractors, and agents who are authorized by Customer to access and use the Solutions pursuant to this Agreement, and for whom access to the Solutions has been purchased. 1.3. "Baseline Solution" means the version of a Solution updated from time to time pursuant to CentralSquare's warranty services and maintenance, but without any other modification. 1.4. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of CentralSquare to deliver the Solutions, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by CentralSquare or through the use of third -party services. 1.5. "Customer Data" means information, data, and content, in any form or medium, collected, downloaded, or otherwise received, directly or indirectly from Customer, an Authorized User or end-users by or through the Solutions, provided the data is not personally identifiable and not identifiable to Customer. 1.6. TustomerSystems" 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 Centralsqu*p trot. Further, with regard to any custom modification, Defect means a material deviation between the, c �s,�,r,q miidifigp6il�_and the CentralSquare generated specification and Documentation for such custom modificattiin, and for which Defect Customer has given CentralSquare sufficient information to enable CentralSquare to replicate the deviation on a computer configuration that is both comparable to the Customer Systems and that is under CentralSquare's control. 1.8. "Delivery" means: 1.8.1. For on -premise Solutions, Delivery shall be when CentralSquare delivers to Customer the initial copies of the Solutions outlined in Exhibit 1 by whichever the following applies and occurs first (a) electronic delivery, by posting it on CentralSquare's network for downloading, or similar suitable electronic file transfer method, or (b) physical shipment, such as on a disc or other suitable media transfer method, or (c) installation, or (d) delivery of managed services server. Physical shipment is on FOB - CentralSquare's shipping point, and electronic delivery is at the time CentralSquare provides Customer with access to download the Solutions. 1.8.2. For cloud -based Solutions Delivery shall be whichever the following applies and occurs first when Authorized Users have (a) received log -in access to the Solution or any module of the Solution or (b) received access to the Solution via a URL. 1.9. "Documentation" means any manuals, instructions, or other documents or materials that CentralSquare provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Solution(s), including any aspect of its installation, configuration, integration, operation, use, support, or maintenance. 1.10. "End User Training" means the process of educating general users of the Software on the operation of the Software. 1.11. "Entity" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other organization. 1.12. "Hardware" means any equipment, computer systems, servers, storage devices, peripherals, and any other tangible assets purchased under this Agreement. 1,13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. 1.14. "Managed Services Hardware" means any equipment, computer systems, servers, peripherals, and any other tangible asset purchased as a subscription under this Agreement. 1.15. "Maintenance" means optimization, error correction, modifications, and Updates (defined herein) to CentralSquare Solutions to correct any known Defects and improve performance. Maintenance will be provided for each Solution, the hours and details of which are described in Exhibit 2 (Maintenance and Support) or Exhibit 8 (Managed Services Provisions). MORE INFORMATION AT CENTRALSQUARE.COM 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. 1.17. "Personal Information" means any information that does or can identify a specific individual or by or from which a specific individual may be identified, contacted, or located. Personal Information includes all "nonpublic personal information" as defined under the Gramm -Leach -Bliley Act, "protected health information" as defined under the Health and Insurance Portability and Accountability Act of 1996, "Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018), "Personal Information" as defined under the Children's Online Privacy Protection Act of 1998, and all rules and regulations issued under any of the foregoing. 1.18. "Professional Services" means configuration, installation, implementation, development work, training or consulting services including custom modification programming, support relating to custom modifications, on-site support services, assistance with data transfers, system restarts and reinstaliations provided by CentralSquare. 1.19. "Project Kickoff' is a meeting to occur shortly after contract execution between CentralSquare and Customer in which goals and objectives are set forth, all parties relevant team members are identified, and scope, timelines, and milestones are reviewed. 1.20. "Reliability Period" is the time period in which the Software is tested and confirmed reliable by successfully completed fifteen (15) continuous days in a live environment with no repeatable Priority 1 or Priority 2 issues as defined in Exhibit 2, unless otherwise agreed in a statement of work.. 1,21. "Software" means the software program(s) (in object code format only) identified on Exhibit 1 (Solution(s) and Services Fee Schedule). The term "Software" excludes any Third -Party Software. 1.22. "Software Version means the base or core version of the Solution Software that contains significant new features and significant fixes and is available to the Customer. The nomenclature used for updates and upgrades consists of major, minor, build, and fix and these correspond to the following digit locations of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7 refers to the major release, the 4 refers to the minor release, the 1 refers to the build, and the 3 refers to a fix. 1.23.. "Solutions" means the software, Documentation, development work, CentralSquare Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, technologies and inventions, including any deliverables; technical or functional descriptions, requirements, plans, or reports, provided or used by CentralSquare or any Subcontractor in connection with Professional Services or Support Services rendered under this Agreement. 1.24. "Support Services" means Maintenance, Enhancements, implementation of New Releases, and general support efforts to respond to incidents reported by Customer in accordance with Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable. 1.25. "Third -Party Materials" means materials and information, in any form or medium, including any software, documents, data, content, specifications, products, related services, equipment, or components of or relating to the Solutions that are not proprietary to CentralSquare: 2. License. Access. and Title. 2.1, License Grant. For any Solution designated as a "license" on Exhibit 1, Customer is granted a perpetual (unless terminated as provided herein), nontransferable, nonexclusive right and license to use the Software for Customer's own internal use for the applications described in the Statement of Work, in the applicable environment (e.g., production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1. Additional software licenses purchased after the execution of this Agreement shall also be licensed in accordance with the provisions of this section. Customer shall not use, copy, rent, lease, sell, sublicense, modify, create derivative works from/of, or transfer any software, or permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of the applicable license. In such event, Customer shall not be entitled to a refund of any license fees paid. Notwithstanding, Customer shall be entitled to use software at the applicable designated location for the purpose of the application(s) described in the Statement of Work to provide services for itself and other Affiliate governmental agencies/entities, provided that the Software is installed and operated at only one physical location. The Software license granted in this Agreement or in connection with it are for object code only and do not include a license or any rights to source code whatsoever. 2.2. Access Grant. For any Solution designated as a "subscription" on Exhibit 1, so long as subscription fees are paid and current, (unless terminated as provided herein), Customer is granted a nontransferable, nonexclusive right to use the software for the Customer's own internal use for the applications described in the Statement of Work, in the applicable environment (e.g., production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1. Additional CentralSquare software subscriptions purchased after the execution of this Agreement shall also be accessed in accordance with the provisions of this section. Customer shall not use, copy, rent, lease, sell, sublicense, modify, create derivative works from/of, or transfer any software, or permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of the applicable access. In such event, Customer shall not be entitled to a refund of any subscription fees paid. MORE INFORMATION AT CENTRALSQUARE.COM Notwithstanding, Customer shall be entitled to use software at the applicable designated location for the purpose of the application(s) described in the Statement of Work to provide services for itself and other Affiliate governmental agencies/entities. The subscription access granted in this Agreement or in connection with it are for object code only and do not include a license or any rights to source code whatsoever. 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. 2A. Application Programminq Interface "API". If the Customer has purchased any Application Programming Interface (API) license or subscription, Customer may use such API for Customer's own internal use to develop interfaces which enable interfacing with the applicable CentralSquare Software purchased herein. The development and use of such interfacing applications is specifically permitted under the use granted herein and shall not be deemed derivative works provided that they are not, in fact, derived from the CentralSquare Software or the ideas; methods of operation, processes, technology or know-how implemented therein. Other than the usage rights granted herein, Customer shall not acquire any right, title or interest in the CentralSquare Software or API by virtue of the interfacing of such applications, whether as joint owner, or otherwise. Should Customer desire to provide or share the API to a third -party, the third -party must enter into an API Access Agreement by and between the third -party and CentralSquare directly to govern the usage rights and restrictions of the applicable API. 2:5. Hardware. Subject to the terms and conditions of this Agreement, CentralSquare agrees to deliver, through hardware vendors, the Hardware itemized on Exhibit 1. The risk of loss or damage will pass to Customer upon the date of delivery to the Customer specified facility. Upon delivery and full satisfaction of the Hardware payment obligations, Hardware shall be deemed' accepted and Customer will acquire good and clear title to Hardware. All Hardware manufacturer warranties will be passed through to Customer. CentralSquare expressly disclaims, and Customer hereby expressly waives all other Hardware warranties, express or implied, without limitation, warranties of merchantability and fitness for particular purpose. 2.6. Managed Services Hardware. Subject to the terms and conditions of this Agreement; CentralSquare agrees to deliver the Managed Services Hardware itemized on Exhibit 1. So long as the applicable subscription fees are paid and current; Customer shall maintain a limited right in possessory interest in the Managed Services Hardware. No title in the Managed Services Hardware will pass to Customer at any time or for any reason. Customer agrees to maintain adequate insurance against fire, theft, or other loss for the Managed Services Hardware full insurable value. CentralSquare shall coordinate any Defect or warranty claims in accordance with Exhibit 8. 2.7. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Solutions, or Third -Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in the Solutions, and the Third -Party Materials are and will remain with CentralSquare and the respective rights holders. 3. Use Restrictions. Authorized Users shall not: 3.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any Entity, including on or in connection with the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service; 3.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Solutions, in whole or in part; 3.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other than by an Authorized User through the use of his or her own then valid access; 3A. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any harmful code (any software, hardware, device, or other technology, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer, software firmware, hardware, system or network; or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer or any Authorized User from accessing or using the Solutions as intended by this Agreement; 3.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the CentralSquare Systems, or CentralSquare's provision of services to any third -party, in whole or in part; 3.6. remove, delete, alter, or obscure any trademarks, specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Documentation or Solutions, including any copy thereof; 3.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third -party, or that violates any applicable law; MORE INFORMATION AT CENTRALSQUARE.COM 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 such auditor inspection and be required to pay for any delinquencies in compliance and prompt payment of any underpayment of Fees. 6. Customer Obligations, 5, 1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in good repair all Customer Systems on or through which the Solutions are accessed or used; (b) provide CentralSquare Personnel with such access to Customer's premises and Customer Systems as is necessary for CentralSquare to perform the Support Services in accordance with the Support Standards and specifications and if required by CentralSquare, remote access in accordance with Exhibit 3 (CentralSquare Access Management Policy); and (c) provide all cooperation as CentralSquare may reasonably request to enable CentralSquare to exercise its rights and perform its obligations under this Agreement. 5.2. Effect of Customer Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this Agreement. 5.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Solutions and permanently erasing from their systems and destroying any data to which any of them gained unauthorized access); and (b) notify CentralSquare of any such actual or threatened activity. 5.4. Maintaining Current Versions of CentralSquare Solutions. In accordance with Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable. Customer shall install and/or use any New or Major Release within one year of being made available by CentralSquare to mitigate a performance problem, ineligibility for Support Services, or an infringement claim. 6. Professional Services. 6.1. Compliance with Customer Policies. While CentralSquare personnel are performing services at Customer's site, CentralSquare personnel will comply with Customer's reasonable procedures and site policies that are generally applicable to Customer's other suppliers providing similar services and that have been provided to CentralSquare in writing or in advance. 6.2. Contributed Material. In the process of CentralSquare's performing Professional Services, Customer may, from time to time, provide CentralSquare with designs, plans, or specifications, improvements, works or other material for inclusion in, or making modifications to, the Solutions, the Documentation or any other deliverables ("Contributed Material"). Customer grants to CentralSquare a nonexclusive, irrevocable, perpetual, transferable right, without the payment of any royalties or other compensation of any kind and without the right of attribution, for CentralSquare, CentralSquare's Affiliates and CentralSquare's licensees to make, use, sell and create derivative works of the Contributed Material. 6.3. Federal Grant Funds. CentralSquare shall comply with the provisions of Title VII of the Civil Rights Act of 1964 in that it will not discriminate against any individual with respect to their compensation, terms, conditions, or privileges of employment. Additionally, CentralSquare shall not discriminate in any way that would deprive or intend to deprive any individual of employment opportunities or otherwise adversely affect their status as an employee based on race, color, religion, sex, national origin, age, medical condition, marital status, sexual orientation, gender identity, genetic information, veteran status, or disability, or any other characteristic or classification protected by applicable law. 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 under this Agreement. This provision is based on the principle of reciprocity, recognizing the validity of CJIS clearance across state lines. MORE INFORMATION AT CENTRALSQUARE.COM 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, including but not limited to Chapter 119, Florida Statutes, not to use or make each other's Confidential Information available to any third party for any purpose other than as necessary to perform under this Agreement. "Confidential Information" means the Solution(s), Software, and customizations in any embodiment, and either Party's technical and business information relating to inventions or software, research and development, future product specifications, engineering processes, costs, profit or margin information, marketing and future business plans as well as any and all internal Customer and employee information, and any information exchanged by the Parties that is clearly marked with a confidential, private or proprietary legend or which, by its nature, is commonly understood to be confidential. 7.2. Exceptions, A Party's Confidential Information shall not include information that: (a) is or becomes publicly available through no act or omission of the recipient; (b) was in the recipient's lawful possession prior to the disclosure and was not obtained by the recipient either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the recipient by a third party without restriction on recipient's disclosure, and where recipient was not aware that the information was the confidential information of discloser; (d) is independently developed by the recipient without violation of this Agreement; or (e) is required to be disclosed by law. 7.3. Public Record. As this Agreement is public record, CentralSquare is permitted to disclose Customer as a Customer. However, CentralSquare shall not make any statements or representations regarding Customer's opinion of CentralSquare or its services. CentralSquare may reach out to Customer from time to time for references or marketing engagements, subject to Customer's written approval. 8. Security. 8.1. CentralSquare will implement commercially reasonable administrative, technical and physical safeguards designed to ensure the security and confidentiality of Customer Data, protect against any anticipated threats or hazards to the security or integrity of Customer Data; and protect against unauthorized access or use of Customer Data. CentralSquare will review and test such safeguards on no less than an annual basis. 8.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical and procedural access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity, authorization, authentication, non -repudiation, virus detection and eradication. 8.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall maintain agreements with such Authorized Users that adequately protect the confidentiality and Intellectual Property Rights of CentralSquare in the Solutions and Documentation and disclaim any liability or responsibility of CentralSquare with respect to such Authorized Users. 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 processormeans 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, MORE INFORMATION AT CENTRALSQUARE.COM destruction or damage in relation to the personal data and Personal Information and the nature of the personal data and Personal Information being protected. If necessary, the Parties will cooperate to document these measures taken. 10. Representations and Warranties. 10.1. Intellectual Property Warranty. CentralSquare represents and warrants that (a) it is the sole and exclusive owner of (or has the right to license) the software; (b) it has full and sufficient right, title and authority to grant the rights and/or licenses granted under this Agreement; (c) the software does not contain any materials developed by a third party used by CentralSquare except pursuant to a license agreement; and (d) the software does not infringe any patent, or copyright. 10.2. Intellectual Property Remedy. In the event that any third party asserts a claim of infringement against the Customer relating to the software contained in this Agreement, CentralSquare shall indemnify and defend the Customer pursuant to section 13.1 of this Agreement. In the case of any such claim of infringement, CentralSquare shall either, at its option, (1) procure for Customer the right to continue using the software; or (2) replace or modify the software so that that it becomes non -infringing, but equivalent in functionality and performance. 10.3. Software Warranty. CentralSquare warrants to Customer that: (i) for a period of one year from Delivery (the "Warranty Period") the Software will substantially conform in all material respects to the specifications set forth in the Documentation, when installed, operated and used as recommended in the Documentation and in accordance with this Agreement; and (ii) at the time of Delivery the Software does not contain any virus or other malicious code. 10.4. Software Remedy. if, during the Warranty Period a warranty defect is confirmed in the CentralSquare Software, CentralSquare shall, at its option and as the sole remedy, reinstall the Software or correct the Defects pursuant to Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable. 10.5. Services Warranty. CentralSquare warrants that the Professional Services delivered will substantially conform to the deliverables specified in the applicable statement of work and that all Professional Services will be performed in a professional and workmanlike manner consistent with industry standards for similar work. If Professional Services do not substantially conform to the deliverables, Customer shall notify CentralSquare of such non-conformance in writing, within 10 days from completion of Professional Service, and CentralSquare shall promptly repair the non -conforming deliverables. 10.6. Disclaimer of Warranty. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE, CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO THE INTELLECTUAL PROPERTY, SOFTWARE, PROFESSIONAL SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT THAT A SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD -PARTY MATERIALS ARE PROVIDED "AS -IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD -PARTY. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE'S WARRANTY UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR. RESTRICTIONS THEREOF. 11. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be deemed given when delivered personally, sent by United States registered or certified mail, return receipt requested; transmitted by facsimile or email confirmed by first class mail, or sent by overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the Party may subsequently designate for its receipt of notices in writing by the other Party. If to CentralSquare CentralSquare Technologies, LLC 1000 Business Center Dr. Lake Mary, FL 32746 Phone: 407-304-3235 Attention: Legal/Contracts If to Customer: Sunny Isles Beach Police Department Police Department 18070 Collins Avenue Sunny Isles Beach, FL 33160 MORE INFORMATION AT CENTRALSQUARE.COM Phone: 305-792-1953 Email: gcuevas@sibfl.net Attention: Genesis Cuevas 12. Force Maieure. Neither Party shall be responsible for failure to fulfill its obligations hereunder, or be liable for damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural disaster, pandemic or epidemic, delay of carriers, governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment, software, or services from suppliers, default of a subcontractor or vendor to the Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other Party, or its officers, directors, employees, agents, contractors, or elected officials, and/or other occurrences beyond the Party's reasonable control ("Excusable Delay" hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary to compensate for such delay. 13. Indemnification, 13.1. CentralSquare Indemnification. 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 a result of Customer's or any subcontractor's performance pursuant to this Agreement; however, Customer shall not be required to indemnify CentralSquare for any Claims or actions caused to the extent of the negligence or wrongful act of CentralSquare, its employees, agents, or contractors. Notwithstanding anything to the contrary in the foregoing, if a Claim 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, Nothing herein is intended to waive Customer's sovereign immunity pursuant to Section 768.28, Fla.Stat. 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 accordance with the dispute resolution procedure pursuant to Section 17. 14.2. CentralSquare shall have the right to terminate this Agreement based on Customer's failure to pay undisputed amounts due under this Agreement more than ninety (90) days after delivery of written notice of non-payment. 15. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement 15.1. All rights, licenses, and authorizations granted to Customer hereunder will immediately terminate and Customer shall immediately cease all use of CentralSquare's Confidential Information and the Solutions, and within thirty (30) days deliver to CentralSquare, or at CentralSquare's request destroy and erase CentralSquare's Confidential Information from all systems Customer directly or indirectly controls; and 15.2. All licenses, access or subscription fees, services rendered but unpaid, and any amounts due by Customer to CentralSquare of any kind shall become immediately payable and due no later than thirty (30) days after the date of the termination or expiration, including anything that accrues within those thirty (30) days. MORE INFORMATION AT CENTRALSQUARE.COM 16. 17 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 date of expiration or earlier termination of this Agreement, CentralSquare shall within sixty (60) days following such expiration or termination, deliver to Customer in CentralSquare's standard format the then most recent version of Customer Data maintained by CentralSquare, provided that Customer has at that time paid all Fees then outstanding and any amounts payable after or as a result of such expiration or termination. 15.6. Deconversion. In the event of (i) expiration or earlier termination of this Agreement, or (ii) Customer no longer purchasing certain Solutions (including those indicated to be Third -Party Materials), if Customer requests assistance in the transfer of Customer Data to a different vendor's applications ("Deconversion"), CentralSquare will provide reasonable assistance. CentralSquare and Customer will negotiate in good faith to establish the relative roles and responsibilities of CentralSquare and Customer in effecting Deconversion, as well as the appropriate date for completion. CentralSquare shall be entitled to receive compensation for any additional consultation, services, software, and documentation required for Deconversion on a time and materials basis at CentralSquare's then standard rates. 15.7. Termination of this Agreement shall not relieve either Party of any other obligation incurred one to the other prior to termination. 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; with written notice to Customer, to an entity ready, willing and able to perform CentralSquare's executory obligations hereunder. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement (each, a "Dispute"), including the breach, termination, or validity thereof, shall be resolved as follows: 17.1. Good Faith Negotiations. The Parties agree to send written notice to the other Party of any Dispute ("Dispute Notice"). After the other Party receives the Dispute Notice, the Parties agree to undertake good faith negotiations to resolve the Dispute. Each Party shall be responsible for its associated travel and other related costs. 17.2. Escalation to Mediation. If the Parties cannot resolve any Dispute through good faith negotiations, the dispute will be escalated to non-binding mediation, with the Parties acting in good faith to select a mediator and establishing the mediation process. The Parties agree the mediator's fees and expenses, and the mediator's costs incidental to the mediation, will be shared equally between the Parties. The Parties shall bear their own fees, expenses, and costs. 17.3. Confidential Mediation. Unless otherwise provided or prohibited by law, the Parties further agree all written or oral offers, promises, conduct, and statements made in the course of the mediation are confidential, privileged, and inadmissible for any purpose in any litigation, arbitration or other proceeding involving the Parties. However, evidence that is otherwise admissible or discoverable shall not be rendered inadmissible or non -discoverable as a result of its use in the mediation. 17.4. Litigation. If the Parties cannot resolve a Dispute through mediation, then once an impasse is declared by the mediator either Party may pursue litigation in a court of competent jurisdiction. 18. Waiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to be a waiver of the right of such Party thereafter to enforce such provisions. if any provision of this Agreement is found to be unenforceable, that provision will be enforced to the maximum extent possible, and the validity, legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby. 19. LIABILITY. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY, AND REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE, OR OTHERWISE: 19.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING BUT NOT LIMITED TO, REPLACEMENT COSTS, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSSES OF PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, AND REPUTATION, AND MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND MORE INFORMATION AT CENTRALSQUARE.COM 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)). 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 perforrn services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides front-line support services for these Third - Party Materials, but these third parties assume all responsibility and liability in connection with the Third -Party Materials. CentralSquare is not authorized to make any representations or warranties that are binding upon the third -party or to engage in any other acts that are binding upon the third -party, except specifically that CentralSquare is authorized to represent third - party fees and to accept payment of such amounts from Customer on behalf of the third -party for as long as such third -party authorizes CentralSquare to do so. As a condition precedent to installing or accessing certain Third -Party Materials, Customer may be required to execute a click -through, shrink-wrap End User License Agreement ("EULA") or similar agreement provided by the Third -Party Materials provider, if mapping information is supplied with the CentralSquare Software, CentralSquare makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the CentralSquare Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Customer or the mapping database vendor to CentralSquare. All third -party materials are provided "as -is" and any representation or warranty concerning them is strictly between Customer and the third -party. 22. Subcontractors. CentralSquare may from time to time, in its discretion, engage third parties to perform services on its behalf including but not limited to Professional Services, Support Services, and/or provide software (each, a "Subcontractor"). CentralSquare shall be fully responsible for the acts of all subcontractors to the same extent it is responsible for the acts of its own employees. 23. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference, constitute the entire agreement between the Parties with respect to the subject matter. These documents supersede and merge all previous and contemporaneous proposals of sale, communications, representations, understandings and agreements, whether oral or written, between the Parties with respect to the subject hereof. 24. Amendment. Either Party may, at any time during the term, request in writing changes to this agreement. The Parties shall evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until memorialized in either a CentralSquare issued add-on quote signed by Customer, or a written change order or amendment to this Agreement signed by both Parties. 25. No Third -Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and permitted assigns and nothing herein; express or implied, is intended to or shall confer on any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement. 26. Counterparts. This Agreement, and any amendments hereto, may be executed in several counterparts, each of which when so executed shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. The Agreement (and any amendments) shall be considered properly executed by a Party if executed by that Party and transmitted by facsimile or other electronic means, such as DocuSign, Tagged Image Format Files (TIFF), or Portable Document Format (PDF). 27. Material Adverse Change. If any law, regulation, applicable standard, process, OEM requirement is changed or comes into force after the Effective Date, including but not limited to PCI standards or Americans with Disabilities Act compliance (collectively, a "Material Adverse Change"), which is not explicitly addressed within this Agreement and results in significant extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet, discuss in good faith, and agree upon reducing the technical, operational, and/or commercial impact of such Material Adverse Change. 28. Cooperative Purchases. The Parties agree that other entities ("Cooperative Customers") may use this Agreement as a purchasing vehicle for similar CentralSquare software and services. Terms and conditions specific to each Cooperative Customer's purchase, including but not limited to pricing, payment terms, and scope of work, shall be negotiated separately between CentralSquare and the Cooperative Customer. A separate contract and any necessary supplemental documents shall be developed independently from this Agreement for each Cooperative Customer, and each such contract shall be fully independent of the others. The original Customer shall not be a party to any agreements made between CentralSquare and Cooperative Customers and will not incur any liability related to specifications, delivery, payment, or any other aspect of purchases made by Cooperative Customers. 29. Order of Precedence. 29.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, then the following priority shall prevail: MORE INFORMATION AT CENTRALSQUARE.COM 29.1.1. The main body of this Agreement and any associated amendments, statements of work (including Exhibit 5 (Statement of Work)), or change orders and then the attached Exhibits to this Agreement in the order in which they appear. 29.2. Customer's purchase order terms and conditions are not applicable and shall have no force or effect, whether referenced in any document in relation to this Agreement. 29.3, Incorporated Exhibits to th*r Agr emerif:- Exhibit 1: Solution�sIa d rvi Fe�eclule Exhibit 2: Maintencn e pport""4 Exhibit 3: CentralSquare Access Management Policy Exhibit 4: Certificate of Insurance (Evidence of Coverage) Exhibit 5: Statement of Work Exhibit 6: Using/Accessing Agency Guidelines (if applicable) Exhibit 7: Service Level Commitments (if applicable) Exhibit 8: Managed Services Provisions (if applicable) Exhibit 9: Community Data Platform Agreement (if applicable) Exhibit 10: Scrutinized Companies Affidavit Exhibit 11: E -Verify Affidavit Exhibit 12: Human Trafficking Affidavit 30. SCRUTINIZED COMPANIES. Pursuant to Florida Statutes Section 287.135, and subject to limited exceptions contained therein, a company is ineligible to, and may not; bid on, submit a prpposal for, or enter. into o -r- renew"�'"}$ntract with an agency or local governmental entity for goods or services if at the time of bidding sufimitting a *1 16 6sal #or, or entering into or renewing a contract, the company is on the Scrutinized Companies that Boycott Israel. List or js,engaged m th boycott of Israel. Contractors must certify that the company is not participating in a boycott;of Israel. Any, contract°fotj bdds'or services of One Million Dollars ($1,000,000) or more shall be terminated at City's option if it is -discovered that tl corr arjy submitted a false certification, or at the time of bidding, submitting a proposal for, or entering into or renewing a contract, is listed on the Scrutinized Companies with Activities in Sudan List, the Scrutinized Companies with Activities in the Iran Terrorism Sectors List, created pursuant to Florida Statute Section 215.473, or is or has been engaged in business operations in Cuba or Syria, after July 1, 2018. Any contract entered into or renewed after July 1, 2018 shall be terminated at the City's option if the company is listed on the Scrutinized Companies that Boycott Israel List or engaged in the boycott of Israel. Contractors must submit the certification that is attached to this agreement as Exhibit 10. Submitting a false certification shall be deemed a material breach of contract. The Customer shall provide notice, in writing, to CentralSquare of the Customer's determination concerning the false certification. CentralSquare shall have ninety (90) days following receipt of the notice to respond in writing and demonstrate that the determination was in error. If CentralSquare does not demonstrate that the Customer's determination of false certification was made in error, then the Customer shall have the right to terminate the contract and seek civil remedies pursuant to Florida Statute Section 287.135. 31. E -VERIFY. Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibility of all new public employees through the U.S. Department of Homeland Security's E -Verify System, and further provides that a public employer may not enter into a contract unless each party to the contract registers with and uses the E -Verify system. Florida Statute 448.095 further provides that if a Contractor enters into a contract with a subcontractor, the subcontractor must provide the Contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, CentralSquare is required to verify employee eligibility using the E -Verify system for all existing and new employees hired by CentralSquare during the contract term. Further, CentralSquare must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of CentralSquare to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.e-verify.gov/employers/enrolling-in-e-verify) and follow the instructions. CentralSquare must retain the 1-9 Forms for inspection, and provide the attached E -Verify Affidavit, attached hereto as Exhibit 11. 32. HUMAN TRAFFICKING. ursuant to Section 787.06, Florida Statutes, entitled "Human Trafficking," a governmental entity cannot execute, renew, or extend a contract with a nongovernmental entity that uses coercion for labor or services, as defined in Section 786.06(2), Florida Statutes. CentralSquare must submit the affidavit that is attached to this agreement as Exhibit 12, signed by an officer or an authorized representative of CentralSquare, under penalty of perjury, attesting that MORE INFORMATION AT CENTRALSQUARE.COM CentralSquare does not use coercion for labor or services as defined in Section 786.06(2), Florida Statutes. Submitting a false certification shall be deemed a material breach of contract. SUPERION LLC, a CENTRALSQUARE TECHNOLOGIES, LLC Compan BY: Auth rized Agent Ron Anderson Print Name 10/28/2025 Date STATE OF COUNTY OF The foregoing instrument was acknowledged before me by means of ❑ physical presence or ❑ online notarization, this _ day of 2025, by as an Authorized Agent of Superion LLC; a CentralSquare Technologies, LLC, Company. (SEAL) Notary Pubtic State of Florida Wanda Merle Benton My Commlailon HH 642531 Personally Known _ or Produced Identification Type of Identification Produced: ATTEST BY: BY: Mauriclo Betancur, (FMC, City Clerk Department Head MORE INFORMATION AT CENTRALSQUARE.COM . a" 119 . Notary Public, State of Florida (Signature of Notary Public) /'k; ,dQ maj- t? �Eren (Print, Type, or Stamp Commissioned Name of Notary Public) Lmisa aveunn, rviayui APPROVED AS TO FORM AND LEGAL SUFFICIENCY BY: 74, �Llz_ / 1 in E. Boileau, for Nabors, Giblin & Nickerson, P.A., City Attorney EXHIBIT 1 Solution(s) and Services Fee Schedule Renewal Order#: Q-222080 Start Date: October 1, 2025 End Date: September 30, 2026 Billing Frequency: Yearly Subsidiary: Superion, LLC Renewal Order prepared for: Luke Plesa, Assistant Chief City of Sunny Isles Beach Sunny Isles Beach Police Department Sunny Isles Beach, FL 33160 (305)792-1943 Thank you for your continued business. We at CentralSquare appreciate and value our relationship and look forward to serving you in the future. CentralSquare provides software that powers over 8,000 communities. More information about all of our products can be found at www.centralsquare.com. WHAT SOFTWARE IS INCLUDED? MORE INFORMATION AT CENTRALSQUARE.COM PRODUCT NAME QUANTITY TOTAL 1. ONESolution Accident Annual Maintenance Fee 1 1,423.91 USD 2. ONESolution Accident Wizard Annual Maintenance Fee 50 2,371.50 USD 3. ONESolution Accident Wizard Base Server License Annual 1 1,581.29 USD Maintenance Fee 4. ONESolution Barcoding Hand -Held Client License Annual 1 504.73 USD Maintenance Fee 5. ONESolution Barcoding Server License Annual Maintenance 1 1,738.68 USD Fee 6. ONESolution CAD Map Display & Map Maintenance Software 1 1,245.45 USD License Annual Maintenance Fee 7. ONESolution CAD Map Display & Map Maintenance Software 1 355.04 USD License Annual Maintenance Fee 8. ONESolution CAD Resource Monitor Display License With 3 1,065.12 USD Maps Annual Maintenance Fee 9. ONESolution Computer -Aided Dispatch System Annual 1 9,712.38 USD Maintenance Fee 10. ONESolution Field Training Online -Cloud Annual Access Fee 1 3,155.62 USD 11. ONESolution Florida Accident Repository Interface Annual 1 2,976.75 USD Subscription Fee 12. ONESolution MCT Client License for Message Switch Annual 3 320.07 USD Maintenance Fee 13. ONESolution MCT Client -Digital Dispatch Annual Maintenance 50 15,736.00 USD Fee 14. ONESolution MCT Client -Digital Dispatch Annual Maintenance 10 2,015.02LISD Fee 15. ONESolution MCT Client -MAPS Annual Maintenance Fee 50 3,163.00 USD MORE INFORMATION AT CENTRALSQUARE.COM 16. ONESolution MFR Client Annual Maintenance Fee 10 2,015.02 USD 17. ONESolution MFR Client Annual Maintenance Fee 50 15,736.00 USD 18. ONESolution MFR Client -Accident Reporting Annual 10 1,007.51 USD Maintenance Fee 19. ONESolution MFR Client -Accident Reporting Annual 50 7,906.00 USD Maintenance Fee 20. ONESolution MFR Client -Accident Wizard Annual 10 478.57 USD Maintenance Fee 21. ONESolution MFR Client -Citation Annual Maintenance Fee 60 6,045.07 USD 22. ONESolution MFR Client-MOBLAN Version Annual 2 316.28 USD Maintenance Fee 23. ONESolution Miami -Dade County eCitation Interface Annual 1 1,385.33 USD Maintenance Fee 24. ONESolution Mobile Field Reporting Server Annual 1 5,534.56 USD Maintenance Fee 25. ONESolution Mobile Server Software Annual Maintenance Fee 1 7,115.90 USD 26. ONESolution. Police -to -Police Annual Subscription Fee 1 0.00 USD 27. ONESolution Property & Evidence Annual Maintenance Fee 1 1,738.68 USD 28. ONESolution Records Management System Annual 1 17,551.75 USD Maintenance Fee 29. ONESolution RMS Map Display & Pin Mapping License 1 1,897.93 USD Annual Maintenance Fee 30. ONESolution RMS Training Module Annual Maintenance Fee 1 1,107.28 USD 31. ONESolution State/NCIC Messaging Software Annual 1 7,115.90 USD Maintenance Fee Renewal Order Total: 124,316.34 USD Payment Terms: *"Renewal of Annual Support (see Renewal Quote above): 100% due in full 30 days from receipt of invoice. Subscriptions: - If applicable, Annual Subscription Fees are due on the Delivery Date, and annually thereafter on the anniversary of the Delivery Date. - Annual Subscription Fees shall increase by 5% each year - The Annual Subscription Fees must be paid by the date listed above. Services: Payment Schedule: Implementation Services MORE INFORMATION AT CENTRALSQUARE.COM 30% Due on Effective Date 20% Due at Project Kickoff 15% Due at completion of 151 End User Training Session 30% Due at Go Live 5% Due at completion of Reliability Period - If applicable, non -fixed fee professional services shall be due as incurred on a time and materials basis. Non -fixed fee professional services are not included in the percentages outlined in the above Payment Schedule. - If applicable, non -fixed fee travel expenses shall be due as incurred, invoiced monthly for the travel expenses of the preceding month. Non -fixed fee travel expenses are not included in the percentages outlined in the above Payment Schedule. - If applicable, Fixed Fee travel expenses are included in the percentages outlined in the above Payment Schedule. Hardware: - If applicable, Non -subscription Hardware Fees are due on the Effective Date: Licenses: - If applicable, License Fees are due on the Delivery Date. Support & Maintenance - If applicable, Support & Maintenance Fees are due annually, starting prior to the first anniversary of the Delivery Date and annually thereafter. - Annual Software Maintenance Fees shall increase by 5% each year. 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 1 st End User Training Session, and 25% at Go Live. Invoice Terms: CentralSquare shall provide an invoice for the items in the schedule above no less than thirty (30) days prior to the due date. ANCILLARY FEES a. Customer is responsible for paying all taxes relating to this Agreement. Applicable tax amounts (if any) are not included in the fees set forth in this Agreement. If Customer is exempt from the payment of any such taxes, Customer must provide CentralSquare valid proof of exemption; otherwise, CentralSquare will invoice Customer and Customer will pay to CentralSquare all such tax amounts. b. To the extent allowable by law, if Customer fails to make any payment when due, then CentralSquare may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly, or; if lower, the highest rate permitted under applicable law; and if such failure continues for 90 days following written notice thereof, CentralSquare may suspend performance or access until past due amounts have been paid. MORE INFORMATION AT CENTRALSQUARE.COM 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. Su ort 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. Online Support Portal Online support is available via https://support.centralsguare.com/s/contact-us, offering Customer the ability to resolve its own problems with access to CentralSquare's most current information. Customer will need to enter its designated username and password to gain access to the technical support areas on CentralSquare's website. CentralSquare's technical support areas allow Customer to: (i) search an up-to-date knowledge base of technical support information, technical tips, and featured functions; and (ii) access answers to frequently asked questions (FAQ). CentralSquare shall have no support obligations to provide Support or Maintenance for Solutions that are not kept current to one version prior to the then current version of the Solution. CentralSquare shall have no support obligations with respect to any third -party hardware or software product not licensed or sold to Customer by CentralSquare ("Nonqualified Product"). Customer shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software. 5. Customer Responsibilities In connection with CentralSquare's provision of technical support as described herein, Customer acknowledges that Customer has the responsibility to do each of the following: 5.1 Provide hardware, operating system and browser software that meets technical specifications, as well as a fast, stable,. high-speed connection and remote connectivity for accessing the Solution. 5.2 Maintain any applicable computer system and associated peripheral equipment in good working order in accordance with the manufacturers' specifications, and ensure that any problems reported to CentralSquare are not due to hardware malfunction; 5.3 For CentralSquare Solutions that are implemented on Customer Systems, maintain the designated operating system at the latest code revision level reasonably deemed necessary by CentralSquare for proper operation of MORE INFORMATION AT CENTRALSQUARE.COM the Software; 5.4 Supply CentralSquare with access to and use of all information and facilities reasonably determined to be necessary by CentralSquare to render the technical support described herein; 5.5 Perform any test or procedures reasonably recommended by CentralSquare for the purpose of identifying and/or resolving any problems; 5.6 At all times follow routine operator procedures as specified in the Documentation or any error correction guidelines of CentralSquare posted on the CentralSquare website; 5.7 Customer shall remain solely responsible at all times for the safeguarding of Customer's proprietary, confidential, and classified information contained within Customer Systems; and 5.8 Reasonably ensure that the Customer Systems are isolated and free from viruses and malicious code that could cause harm before requesting or receiving remote support assistance. 6. Priorities and Sunnort 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 - The software is completely down and will not Priority 1 issues must be called in via 833-278-7877 and Urgent launch or function. will be immediately answered and managed by the first available representative. Priority 2 A high -impact problem that disrupts the Priority 2 issues must be called in via 833-278-7877 and Critical customer's operation but there is capacity to will be immediately answered and managed by the first remain productive and maintain necessary available representative. operations. Priority 3 — A Software Error related to a user function which Non -Critical does not negatively impact the User from the use Non -Critical Priority 3 issues must be reported via f the system. This includes system administrator Httos://support.centralsquare.com/slcontact-us unctions or restriction of user workflow but does not significantly impact their job function. Priority 4 — Minor Cosmetic or documentation errors, including Customer technical questions or usability Minor Priority 4 issues must be reported via questions. Httr)s://support.centralsquare.com/s/contact-us 7. Exceptions. CentralSquare shall not be responsible for failure to carry out its Support and Maintenance obligations under this Exhibit if the failure is caused by adverse impact due to: 7.1. defectiveness of the Customer's Systems (including but not limited to environment, hardware or ancillary systems), or due to Customer corrupt, incomplete, or inaccurate data reported to the Solution, or documented Defect. 7.2. denial of reasonable access to Customer's System or premises preventing CentralSquare from addressing the issue. 7.3. material changes made to the usage of the Solution by Customer where CentralSquare has not agreed to such changes in advance and in writing or the modification or alteration, in any way, by Customer or its subcontractors, of communications links necessary to the proper performance of the Solution. 7.4. a Force Majeure event (as outlined in Section 12), or the negligence, intentional acts, or omissions of Customer or its agents. 8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For critical impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved. CentralSquare will make commercially reasonable efforts to resolve Software incidents for live remote based production systems using the following guidelines: MORE INFORMATION AT CENTRALSQUARE.COM Priority Resolution Process Resolution Time Priority 1 - Urgent CentralSquare will provide a CentralSquare will work continuously to provide the Customer procedural or configuration with a solution that allows the Customer to resume live workaround or a code correction that operations on the production system. allows the Customer to resume live CentralSquare will either resolve the issue or provide a resolution Aerations on the production System, plan as soon as possible and not later than twenty-four (24) hours after notification. Priority 2 — CentralSquare will provide a CentralSquare will work continuously to provide the Customer procedural or configuration with a solution that allows the Customer to resume normal Critical workaround or a code correction that operations on the production System. allows the Customer to resume normal operations on the production CentralSquare will either resolve the issue or provide a resolution System. plan as soon as possible and not later than thirty-six (36) hours after notification. Priority 3 — Non — CentralSquare will provide a CentralSquare will work to provide the Customer with a Critical procedural or configuration resolution which may include a workaround or code correction workaround that allows the Customer within a timeframe that takes into consideration the impact of o resolve the problem. the issue on the Customer and CentralSquare's User base. Priority 3 issues have no defined resolution time. Priority 4 — Minor If CentralSquare determines that a CentralSquare will work to provide the Customer with a reported Minor Priority error resolution which may include a workaround or code correction requires a code correction, such in a future release of the software. Priority 4 issues have no issues will be addressed in a efined resolution time. ubsequent release when licable. 9. Cases needing development. Support cases that require code development (e.g. writing, modifying or reviewing source code to create new functionality, resolve issues, or improve existing features) will be transferred to the appropriate product development team. Cases transferred to product development will be reviewed to determine the nature of the request, the severity of the impact on the performance of the solution, and the availability of a resolution. CentralSquare reserves the right to close out Non -Critical (Priority 3) and Minor (Priority 4) support cases, without resolution, for development items that do not reasonably fall within the current product roadmap. 10. Non -Production Environments. CentralSquare will make commercially reasonable efforts to provide fixes to non- production environment(s). Non -production environments are not included under the response or resolution tables provided in this Exhibit. 10.1. Maintenance. All non -production environment resolution processes will follow the structure and schedules outlined above for production environments. 10.2. Incidents and service requests. Non -production environment incidents are considered priority 3 or 4, dictated by circumstances and will be prioritized and scheduled subordinate to production environment service requests. 11. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and organization of its staff in the operation of the Software. 12. Development Work. Software support and maintenance does not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Software, except such work as may be specifically purchased and outlined in the Agreement. CentralSquare retains all intellectual property rights in development work performed and Customer may request consulting and development work from CentralSquare as a separate billable service. 13. Technology Life Expectancy. Customer understands, acknowledges and agrees that the technology upon which the Hardware, Solution and Third -Party Software is based changes rapidly. Customer further acknowledges that CentralSquare will continue to improve the functionality and features of the Solution to improve legal compliance, accuracy, functionality and MORE INFORMATION AT CENTRALSQUARE.COM usability. As a result, CentralSquare does not represent or warrant that the Hardware, Solution and/or Third -Party Software provided to Customer under this Agreement or that the Customer Systems recommended by CentralSquare will function for an indefinite period of time. Rather, CentralSquare and Customer may, from time to time, analyze the functionality of the Hardware, Solution, Third -Party Software and Customer Systems in response to changes to determine whether Customer must upgrade the same. Customer upgrades may include without limitation, the installation of a new Release, additional disk storage and memory, and workstation and/or server upgrades. Customer upgrades may also include the installation and/or removal of Third -Party Software. Customer is solely responsible for all costs associated with future resources and upgrades. MORE INFORMATION AT CENTRALSQUARE.COM EXHIBIT 3 CentralSquare Access Management Policy In order to provide secure, federally compliant connections to agency systems CentralSquare Technologies ("CentralSquare") requires BeyondTrust or SecureLink as the only approved methodology of connection. BeyondTrust and Securelink provide the necessary remote access in order to service and maintain CentralSquare products while adhering to the Federal Bureau of Investigations Criminal Justice Information Services requirements. Both solutions utilize two -factor authentication Federal Information Processing Standard Publication ("FIPS") 140-2 validated cryptographic modules and AES encryption in 256 -bit strengths. BeyondTrust and Securelink are addressed in turn via this Access Management Policy; Customers may choose which remote privileged access management solution will be utilized by CentralSquare. BeyondTrust The BeyondTrust remote support solution may be utilized via escorted session or a jump Customer. As for an escorted'session, when an agency needs assistance from CentralSquare, the agency employee requesting assistance will receive verbal or email communication with a session key necessary to enable remote access. If a verbal key is provided, the user enters the session key after visiting https://securesupport.centralsquare.com. Jump Customers are a Windows service that can be stopped/started to facilitate a support session. Connections made via jump Customer can be active or passive. An active jump Customer is always available. A passive connection is enabled for a specific purpose and then disabled when not used. Regardless of the option selected, CentralSquare's support team will arrange a BeyondTrust session to establish the jump Customer. The jump Customer resides on the agency side on the installed device, where an agency administrator can manage. Instructions on how to enable/disable jump Customers can be provided upon request. A sample workflow of a passive jump Customer is provided below: Should an agency require support from CentralSquare, a call would be placed and/or a support ticket opened in the portal on the CentralSquare customer support website. Before accessing the agency's system and/or environment, the CentralSquare representative would send a notice of connection from the CentralSquare support portal instance. This notice can be sent to the individual at the agency that the CentralSquare representative is working with or other designated contacts as necessary. Upon receipt of the notice of connection, the agency personnel would enable the BeyondTrust jump Customer. The CentralSquare representative would then be admitted to the agency's system and/or environment to perform the necessary task. Upon completion of the task, the CentralSquare representative sends a notice of disconnection from the CentralSquare support portal instance Upon receipt of the notice of disconnection, the agency personnel would then disable the BeyondTrust jump Customer.. Securelink Similar to BeyondTrust's escorted session, Securelink may be utilized via "quick connect". To enable a quick connect session when an agency needs assistance from CentralSquare, the Agency employee requesting assistance will enter a key code in order to connect for screen sharing on a device. Similar to the jump Customer methodology, SecureLink may also be utilized via "gatekeeper". The sample workflow description for a jump Customer provided above is substantially similar to the workflow for gatekeeper. Summation BeyondTrust and Securelink allow customers the ability to monitor connectivity to the customer's network and maintain CJIS compliance while enabling CentralSquare to perform the necessary support functions. MORE INFORMATION AT CENTRALSQUARE.COM EXHIBIT 4 Certificate of Insurance (Evidence of Coverage) L CERTIFICATE OF LIABILITY INSURANCE °"OM`s=A THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND. EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORUED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the poficy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). PRODUCER CONTACT KAAW MARSHUSA LLC TWOALLWiCE CENTER PNONE F c. No: - E.YAS. AooREaa: 7566 LENOX ROAD; SUITE N400 ATL WTA GA 3M, . WOUREIII&I AFFORDING CO - rim 069102A NIUMER A: 25615 INSURER 8, 25623 INSURER C: 25674 CN130I I4W7-EQIC-GA1VU-?6-25 INtuREO Cl¢II! T@CYC109e5. LC 1000 Bus%M CeWDf Je UM MFL 12746 INSURER O: 19038 msuRet E:- 25883 GENLAOGREGATE LANT APPLES FER. X POMC,❑ ALLY O„•ER INSURER F: PRODUCTS -COMRIDP AGG I 20[0,000 THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED: NOTV'aTKSTANDING ANY REOUtREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDMONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. ImmLTR - 7YPE QF INSURANCE NSD WYD POLICY NUYBER AUTHOR2ED REPRESENTATIVE LOKI" A X COMISMOIALGENERAL.LIAEKIrtv CLAW5•IAADE OCCUR HE66d57566oD 0005•M 069102A 061312D25 EACH OCCURREVCE I t000000 FMRTEF— FREusEs Smemnence 6 t 000.ODD umExPwgDmPCna.) S 10,000 . PERSONAL a ADV WAfRY S 1000000 GENLAOGREGATE LANT APPLES FER. X POMC,❑ ALLY O„•ER GENERAL AGGREOATE. $ 2.000,000 PRODUCTS -COMRIDP AGG I 20[0,000 I B AUTOYOBRE LUU3A11Y - ANY AVID MOMSU-EOV;.ED AUTOS ONLr AVTOG X AUTOS TOS X NW�f-OWN© Li4s;783i142613{s C8�01fXLA 08�3tQ02$ =IWINGLEU IT y I,000.00D _ EOOLY NMiY IPC FC—S S EOOILY IN•VRY (PV.LI ] S —.. Iia[ 11 1 I C X 1AU" EXCESS LWS OCCUR CUAIMS-MADE CUP F.SSDT990-2A-p C&91=4 08131P_0:5 E1G4 O=URRELCE i 10,000,000 AOGFEGATE. f 10_dTD.DOD DED I x I RETWnOk s D WORKERS CONPE"ATTON ANDEMPL, OYEAr UUULRY Y ANYMCPRNE ETORPARTA¢IECUTNE ] Cf'ICER,%*ABMEAC MDED' N ruaw*m la IND - II M. aezaCe t^tler DESCRIPTION OF OPEM11ONS leSaW NIA - US -07636W24 -L -G - CP191202a 051112025 X PER OTH+ ER EL. EACHACCpCENT 1,CO�,000 .. El- DISEASE• I-,% E11FLOYM II,ODO,oCO E -L OISEASE-POLICY LLAT I I 000 000 E EMM3O er 01.t `•21-01 [&312024 M312025 Onit 9,[00,000 1,000,000 DESCRIPTION OF OPERATIONS I LOCATIONS I VEHICLES IACORD 101, AA481pW RAmaIS; iAT1M W, AYY M NtAOMa Knan cpaa N llWNaQ) E11JE: Ce 011f6(RdllCe r`COTCIr`ATG - n.0 r aur'GI I nTI Centrx-R *TeG71r1Sg'il--, LLC SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 1000 Bu9r$ms Certu Due THE EXPIRATION DATE THEREOF. NOTICE WILL BE DELIVERED IN LamwrI mv—,46 ACCORDANCE WITH THE POLICY PROVISIONS- AUTHOR2ED REPRESENTATIVE of Marin USA LLC © 1986-2016 ACUHU CUHPUKAI IUN. All ngms reserved. ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD MORE INFORMATION AT CENTRALSQUARE.COM EXHIBIT 5 Statement of Work [NIA - RENEWAL] MORE INFORMATION AT CENTRALSQUARE.COM EXHIBIT S Intentionally Omitted MORE INFORMATION AT CENTRALS QUARE.COM EXHIBIT 7 Service Level Commitments The following applies to any cloud -hosted CentralSquare software only. The following does not apply to any on -premise software, hardware, or third -party products. 1. Service Level Commitments A. Availability. During any calendar month, the availability of the Solution shall be no less than 99.99%, excluding scheduled maintenance. CentralSquare shall provide Customer with prompt notification as soon as it becomes aware of any actual or potential unscheduled downtime of the Solution, as well as continual periodic updates during the unscheduled downtime regarding CentralSquare's progress in remedying the unavailability and estimated time at which the Solution shall be available. B. Measurement. Service availability is measured as the total time that the solutions are available during each calendar month for access by Customer ("Service Availability"). Service Availability measurement shall be applied to the production environment only, and the points of measurement for all monitoring shall be the servers and the internet connections at CentralSquare's hosted environment. C. Calculation. Service availability for a given month shall be calculated using the following calculation: I. The total number of minutes which the service was not available in a given month shall be subtracted from the total number of minutes available in the given month. The resulting figure is divided by the total number of minutes available in the given month. ll. 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: E. Credit must be requested by the customer within sixty (60) days of the failed target. Any credit awarded shall be applied to the next applicable invoice. Customer shall not be eligible for credits where customer is more than thirty (30) days past due on their account. 2. Exceptions. The Service Level Commitments and availability stated in this Exhibit do not cover services interruptions or performance issues that are caused by factors outside of CentralSquare or it's hosting partner's control. Such factors may include, but are not limited to: A. Internet Access. Issues relating to Customers internet access. Any outages, slowdowns, or other problems related to the internet connection are explicitly disclaimed; B. Customer's Internal Network Issues. Issues originating from Customers internal network such as network congestion, network equipment failure, or misconfigurations are explicitly disclaimed; MORE INFORMATION AT CENTRALSQUARE.COM C. Third -Party Acts. Issues caused by the acts or omissions of third -parties, including providers of internet services, or for issues arising from third -party software or hardware that is not provided by CentralSquare is explicitly disclaimed; D. Gross Negligence or Willful Misconduct. Issues relating to. the failure or delay in performance to the extent caused by the acts or omissions of Customer or its agents constituting gross negligence or willful misconduct are explicitly disclaimed; and, E. Force Majeure. A force majeure event such as natural disasters, acts of God, or any other cause constituting force majeure are explicitly disclaimed, 3. Server Performance & Capacity. The standard provisioning of storage for the cloud solutions is 1 terabyte. If Customer requests to add additional Software, increase storage or processing requirements, and/or request additional environments, these requests will be evaluated and if additional resources are required to support modifications, additional fees may apply at per unit (gigabyte, hour, license, etc). 4. Releases. Customer agrees to keep the software up-to-date with the cloud release cycle as determined by CentralSquare. Staying current is essential to address security, performance, and infringement issues, and is required for receiving software support. All modifications, revisions, and updates to the software will be provided through new releases, accompanied by documentation updates whenever the centralsquare deems necessary. 5. Non -Production Environments. Included in the subscription fee is access to the training environment during the hours of 8:00am — 4:00pm EST, Monday through Friday. Should the Customer require extended access for items such as internal training, CentralSquare can make exceptions provided that Customer provide reasonable advance written notice. CentralSquare will then work with the Customer to enable access in accordance with an agreed upon schedule. MORE INFORMATION AT CENTRALSQUARE.COM EXHIBIT 8 Managed Services Provisions 1.0 Software Updates While this Agreement remains in full force and effect, and all fees are paid and current, CentralSquare will maintain the Software by providing software updates and/or enhancements to Customer. CentralSquare will install software updates remotely. Customer is responsible for ensuring that sufficient, capable personnel that possess the appropriate technology skills and public safety knowledge are available during the maintenance window. All updates will occur during normal business hours. Normal business hours are defined as: 08:00-17:00 CT. Software updates are offered in the following time slots: 08:00-10:00 CST, 10:00-12:00 CST, 13:00-15:00 CST. CentralSquare Technologies will work with the Customer to schedule an agreeable time to occur during these time slots. 1.1 Included Updates Updates will be provided on an as -available basis and include the items listed below: 1. Bug fixes; 2. Enhancements to products licensed by Customer under this Agreement; 1.2 Not -Included Updates Updates do not include: 1. Platform extensions including product extensions to different hardware platforms, different windowing system platforms, or different operating system platforms 2. New functions such as new modules, components, products, or applications. 2.0 Hardware Updates Server Hardware updates consist of different types of hardware changes ranging from hardware replacement (such as replacing a hard disk), to hardware additions and hardware updates. Server Hardware updates require physical access to the servers. Customer is responsible for ensuring that sufficient, capable personnel that possess the appropriate technology skills and public safety knowledge are available during the maintenance window. All updates will occur during normal business hours. Normal business hours are defined as: 08:00-17:00 CT. Hardware updates are offered in the following time slots: 08:00-10:00 CST, 10:00-12:00 CST, 13:00-15:00 CST. CentralSquare Technologies will work with the Customer to schedule updates during these time slots. 3.0 Support 3.1 General Support CentralSquare shall provide phone and email support for the Software provided under this Agreement and shall maintain a support center database to track any reported issues. Customer is required to accept and maintain updates to a supported version of the application(s) in order to maintain access to support services. No support will be provided for Software more than two versions back from the most recently released version. Support does not include custom programming services or training. Support is available 24 hours a day, seven days a week. 3.2 Remote Support Software Support for managed services solutions shall be provided in accordance with Exhibit 3, (CentralSquare Access Management Policy). VPN usage to connect to customer environments is prohibited. All costs associated with CentralSquare's use of any technological device to mitigate against the risk of such connection shall be the responsibility of Customer. This MORE INFORMATION AT CENTRALSQUARE,COM includes but is not limited to jumpboxes, virtual machines, etc. Any access to Customer's system and/or data shall be through the use of CentralSquare`s unique user SSO credentials, and all such access must be capable of being logged in accordance with FBI CJIS Security Policy. 3.3 Server Hardware Maintenance CentralSquare will maintain the managed services Server Hardware necessary to host the Software. This does not include any hardware except the CentralSquare Technologies' supplied Server Hardware. "Server Hardware Maintenance" is defined as ensuring the operating system and/or applications as installed are current and up to date. A standby server is available for purchase by customer. This server replicates the production environment and is available to the customer for use in the event of a hardware and/or software failure of the production server. The training server is similar to the production server but it is not a mirror image of same: The training server cannot be utilized as a production server or other means to support the agency with respect to the Pro application and/or interfaces thereto in the event of a hardware failure of the production server. In the event of a hardware and/or software failure, if the customer does not purchase a standby server, the customer acknowledges that the customer will be down for an extended period of time which could include, but not be limited to, an extended period of time while replacement hardware and/or software is attained and/or configured for use. 3.4 Customer Responsibilities 3.4.1 Access to Premises Customer shall provide CentralSquare with reasonable and timely access to the sites and personnel necessary for CentralSquare to perform its obligations under this Agreement. 3.4.2 CentralSquare Server Access Customer will ensure that all managed services CentralSquare Server Hardware are directly network accessible to CentralSquare at all times via SSH. There shall be no additional authorization or equipment required except as requested by CentralSquare. The persistent SSH secured service connection is mandatory and necessary for the proper functionality of the managed server. This connection is only utilized by CentralSquare Technologies' CJIS-compliant employees for purposes that include but are not limited to, contractually mandated backups, inttallation of major and minor software releases and/or execution of the managed service component of the Agreement. Customer shall not allow any party, other than CentralSquare, to add, update, or delete database records or file system objects directly to or on the server or database except as provided for in the CentralSquare Documentation. Customer shall not access any Server Hardware except as provided in the CentralSquare Documentation or cause any software except the Software provided under this Agreement to be installed on or executed on the Server Hardware. 3.4.3 Network Configuration Notification Requirements Customer shall notify CentralSquare regarding all updates to Customer's network configuration, firewall changes, and IP address updates with a minimum twenty-four (24) hour notice prior to implementation of such changes. 3.4.4 System Administrator Customer is responsible for naming one or more System Administrators to serve as a primary point of contact between Customer and CentralSquare. At least one System Administrator must be available at all times. Customer will ensure that the System Administrators possesses the appropriate technology and public safety knowledge and skills to perform this role sufficiently. 3.4.5 Security MORE INFORMATION AT CENTRAL.SQUARE.COM Customer is responsible for providing all physical security. The customer is responsible for securing their network. 3.4.6 System Updates Customer shall work in good faith to allow CentralSquare to install System updates as requested by CentralSquare. 3.5 GIS Data Maintenance GIS data updates and maintenance are defined as changes to the GIS data based on actual additions or changes to points (e.g. addresses), lines (e.g. roads), or layers (e.g. Emergency Service Zones) that occur after the date of the software install. CentralSquare will provide one (1) GIS update per month as part of this Agreement. 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. MORE INFORMATION AT CENTRALSQUARE.COM EXHIBIT 9 ntentionally Omitted MORE INFORMATION AT CENTRALSQUARE.COM EXHIBIT 10 MORE INFORMATION AT CENTRAL5QUARE.COM SutlHf tZ�F \ J w� 1^ CONTRACTOR ANTI -BOYCOTT CERTIFICATION t O FSO' [PURSUANT TO FLORIDA STATUTE § 287.1351 I, Ron Anderson, on behalf of Superion, LLC (a CentralSquare Technologies, LLC company), Print Name Company Name certifies that Superion, LLC does not: Company Name 1. Participate in a boycott of Israel; and 2. Is not on the Scrutinized Companies that Boycott Israel list; and 3. Is not on the Scrutinized Companies with Activities in Sudan List; and 4. Is not on the Scrutinized Companies with Activities in the Iran Terrorism Sectors List; and 5. Has not engaged in business operations in Cuba or Syria. Signature Chief Sales Officer Title 10/28/2025 Date EXHIBIT 11 MORE INFORMATION AT CENTRALSQUARE.COM Florida Statute 448.095 directs all public employers, including municipal governments, to verify the employment eligibility of all new public employees through the U.S. Department of Homeland Security's E - Verify System, and further provides that a public employer may not enter into a contract unless each party to the contract registers with and uses the E -Verify system. Florida Statute 448.095 further provides that if a contractor enters into a contract with a subcontractor, the subcontractor must provide the contractor with an affidavit stating that the subcontractor does not employ, contract with, or subcontract with an unauthorized alien. In accordance with Florida Statute 448.095, all contractors doing business with the City of Sunny Isles Beach are required to verify employee eligibility using the E -Verify system for all existing and new employees hired by the contractor during the contract term. Further, the contractor must also require and maintain the statutorily required affidavit of its subcontractors. It is the responsibility of the awarded vendor to ensure compliance with E -Verify requirements (as applicable). To enroll in E -Verify, employers should visit the E -Verify website (https://www.a-verify.Pov/employers/enrolling-in-e-verify) and follow the instructions. The contractor must, as usual, retain the 1-9 Forms for inspection. By affixing your signature below you hereby affirm that you will comply with E -Verify requirements. Centrals uare Technologies, LLC COMWIgNam A OF Offeror Signature Ron Anderson Print Name 83-1102137 Federal Employer Identification Number (FEIN) iis17 1 Chief Sales Officer Title Notary Public Information Sworn to and subscribed before me on this this day of By ❑ Is personally known to me ❑ Has produced identification (type of identification produced: Signature of Notary Public Print or Stamp of Notary Public Expiration ate LMNotary Public State of Florida A Wands Marle Benton My Commission HH 642531 Expires 211912029 2023. EXHIBIT 12 l MORE INFORMATION AT CENTRALSQUARE.COM SUNNY ,5� t p0 Affidavit of Compliance with Anti -Human Trafficking Laws The undersigned, on behalf of the entity listed below ("Entity"), hereby attests, under penalty of perjury, as follows: 1. Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes. (Source: § 787.06 (13), Florida Statutes — Human Trafficking). 2. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: October 28 , 20 25 Signed: Entity: CentralSquare Technologies, LLC Name: Ron Anderson Title: STATE OF COUNTY OF Chief Sales Officer The foregoing instrument was acknowledged before me, by means of ❑ physical presence or ❑ online notarization, this day of 20 by as for , who is personally known to me or who has produced as identification. &IN028rY Public state of Florida Wanda Matte Benton MY COMMISSIon HH 042531 > / Explr*$ 2/1912029 Notary Public Signature: �%tc`�_ State of Florida at Large (Seal) Print Name: G(. "Ja, %�G4 12�eYl O''� My commission expires: I9 -aa a -!i E The undersigned, on behalf of the entity listed below ("Entity"), hereby attests, under penalty of perjury, as follows: 1. Entity does not use coercion for labor or services as defined in Section 787.06, Florida Statutes. (Source: § 787.06 (13), Florida Statutes — Human Trafficking). 2. The undersigned is authorized to execute this affidavit on behalf of Entity. Date: October 28 , 20 25 Signed: Entity: CentralSquare Technologies, LLC Name: Ron Anderson Title: STATE OF COUNTY OF Chief Sales Officer The foregoing instrument was acknowledged before me, by means of ❑ physical presence or ❑ online notarization, this day of 20 by as for , who is personally known to me or who has produced as identification. &IN028rY Public state of Florida Wanda Matte Benton MY COMMISSIon HH 042531 > / Explr*$ 2/1912029 Notary Public Signature: �%tc`�_ State of Florida at Large (Seal) Print Name: G(. "Ja, %�G4 12�eYl O''� My commission expires: I9 -aa a -!i Fg'f! `! o tF4p S Cfrk 4f City of Sunny Isles Beach 18070 Collins Avenue Sunny Isles Beach, Florida 33160 (305) 947-0606 City Hall (305) 949-3113 Fax MEMORANDUM TO: Honorable Mayor and City Commissioners VIA: Stan Morris, City Manager. FROM: Derrick Arias, Chief Information Officer. DATE: October 16, 2025 RE: Authorize Expenditure of Budgeted Funds with CentralSquare Technologies, LLC. RECOMMENDATION: Staff recommends approval of this resolution. REASONS: This expenditure is to renew a software maintenance license as well as associated subscription support services for multiple technology products for a period of two years. This is a sole source software exclusively available by CentralSquare. The Police Department has been using this software since 2006, via resolution 2006-919. The expenditure for Fiscal Year 2025-2026 will be in an amount not to exceed $125,000.00, which includes $683.66 as contingency, if needed. ADDITIONAL INFORMATION: Pursuant to F.S. 119.0725 and F.S. 119.011, details of this item are exempt from public record. FUNDING SOURCE: Funds have been appropriated in Account No. 001-2-5160-434051-00000. ATTACHMENTS: Resolution Sole Source Letter Item Number: 9.1) 155