Agreement

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CentralSquare Solutions Agreement

This CentralSquare Solutions Agreement (the "Agreement"), effective as of the latest date shown on the
signature block below (the "Effective Date"), is entered into between CentralSquare Technologies, LLC, a
Delaware Limited Liability Company with its principal place of business in Lake Mary, FL ("CentralSquare") and
the City of Chandler, AZ ("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 support them with professional services, 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:

1000 Business Center Dr. 175 S. Arizona Ave :

pocusignes SAKE Mary, FL 32746 Chandler, AZ_ 85225
By: | Danilo Cargiule * Uw Keile
Print Name’ Danilo Gargiulo Print Name: Kevin Hartke
Print Title:SVP Business Transformation & Strategy Print Title: | Mayor
Date Signed: 5/29/2020 Date pigned. | N

City Clerk (4)

41. Solution: Public Administration

2. Term.

2.1. Initial Term. The Initial Term of this Agreement commences as of the Effective Date and will continue In
effect for one (1) year from such date unless terminated earlier pursuant to any of the Agreement's
express provisions (the “Initial Term’).

2.2. 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’).

2.3. Non-Renewal. Either party may elect to end renewal of the contract by issuing a notice of non-renewal,
in writing, to the other party sixty (60) days prior to the expiration of the current contract term.

3. 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 amout ind payment terms
outlined in Exhibit 1 (the “Project Cost Summary’).

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4.1.

4.2.

4.3,

4.4,

4.5.

46.

4.7.

4.8.

4.9.

4.10.

4.11.

4.12.

4.13,

4.14,

4.15.

4. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:

"Action" means any claim, action, cause of action, demand, lawsuit, arbitration, 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.

"Affiliate" of a Person means any other Person that directly or indirectly, through one or more
intermediaries, controls, is controlled by, or is under common control with, such Person.

"Authorized User" means Customer's employees, consultants, contractors, and agents who are
authorized by Customer to access and use the Solutions under the rights granted to Customer pursuant
to this Agreement, and for whom access to the Solutions has been purchased.

“Baseline” means the version of a Solution updated to the particular time in question through
CentralSquare 's warranty services and maintenance, but without any other modification whatsoever.

“Component System" means any one of the Solutions identified in Exhibit 1, including all copies of
Source Code, Object Code and all related specifications, Documentation, technical information, and all
corrections, modifications, additions, development work, improvements and enhancements to and all
Intellectual Property Rights for such Component System.

“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.

“Custom Modification” means a change that CentralSquare has made at Customer's request to any
Component System in accordance with a CentralSquare -generated specification, but without any other
changes whatsoever by any Person.

“Customer Systems" means the Customer's information technology infrastructure, including
computers, software, hardware, databases, electronic systems (including database management
systems), and networks, whether operated by Customer or through the use of third-party services.

“Defect” means a material deviation between the Baseline Solution and its Documentation, for which
Defect Customer has given CentralSquare enough information to enable CentralSquare to replicate the
deviation on a computer configuration that is both comparable to the Customer Systems and that is
under CentralSquare’s control. Further, with regard to each Custom Modification, Defect means a
material deviation between the Custom Modification and the CentralSquare generated specification and
documentation for such Custom Modification, and for which Defect Customer has given CentralSquare
enough information to enable CentralSquare to replicate the deviation on a computer configuration that
is both comparable to the Customer Systems and that is under CentralSquare’s control.

“Documentation” means any manuals, instructions, or other documents or materials that
CentralSquare provides or makes available to Customer in any form or medium and which describe the
functionality, components, features, or requirements of the Solutions, including any aspect of the
installation, configuration, integration, operation, use, support, or maintenance thereof.

“Enhancements” means general releasé (as opposed to custom) changes to a Baseline Component
System or Custom Modification which increase the functionality of the Baseline Component System or
Custom Modification in question.

"Harmful Code" means any software, hardware, device or other technology, including any virus, worm,
malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized
access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer,
software, firmware, hardware, system, or network; or (ii) any application or function of any of the
foregoing or the security, integrity, confidentiality, or use of any data Processed thereby; or (b) prevent
Customer or any Authorized User from accessing or using the Solutions as intended by this Agreement.
"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
tights or forms of protection, in any part of the world.

“Maintenance” means optimization, error correction, modifications, and updates to CentralSquare
Systems to correct any known Defects and improve performance. Maintenance will be provided for
each Component System, the hours and details of which are described in Exhibit 2 (“Support
Standards”).

“New Releases” means new editions of a Baseline Component System or Custom Modification.

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4.18.

4.20.

4.21.

4.22,

4.24.

5.1.

5.2.

5.3.

5.4.

4.16.

4.17.

4.19.

"Person" means an individual, corporation, partnership, joint venture, limited liability entity,
governmental authority, unincorporated organization, trust, association, or other entity.

"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.

"Professional Services” means installation, implementation, development work, training or consulting
services including custom modification programming, support relating to custom modifications, on-site
support services, assistance with data transfers, system restarts and reinstallations provided by
CentralSquare.

"Representatives" means, with respect to a Party, that Party's employees, officers, directors, agents,
subcontractors, and legal advisors.

"CentralSquare Personne!" means all individuals involved in the performance of Support Services and
Professional Services as employees, agents, Subcontractors or independent contractors of
CentralSquare.

"Solutions" means the Component Systems, Documentation, Custom Modifications, development
work, CentralSquare Systems and any and all other information, data, documents, materials, works,
and other content, devices, methods, processes, hardware, software, technologies and inventions,
including any deliverables, technical or functional descriptions, requirements, plans, or reports, provided
or used by CentralSquare or any Subcontractor in connection with Professional Services or Support
Services rendered under this Agreement.

"CentralSquare Systems" means the information technology infrastructure used by or on behalf of
CentralSquare to deliver Solutions, including all computers, software, hardware, databases, electronic
systems (including database management systems), and networks, whether operated directly by
CentralSquare or through the use of third-party services.

“Support Services” means Maintenance, Enhancements, implementation of New Releases, and
general support efforts to respond to incidents reported by Customer in accordance with the detailed
Support Standards outlined in Exhibit 2.

"Third-Party Materials" means materials and information, in any form or medium, including any
software, documents, data, content, specifications, products, related services, equipment, or
components of or relating to the Solutions that are not proprietary to CentralSquare.

5. License, Access & Services and Audit.

License Grant. Subject to and conditioned on the payment of Fees and compliance with all other terms
and conditions of this Agreement, CentralSquare hereby grants to Customer a non-exclusive, non-
sublicenseable, and non-transferable license to the current version of the Solution(s) outlined in Exhibit
4 at the time of this Agreement’s execution.

Access and Scope of Use. Subject to and conditioned on Customer and their Authorized Users’
compliance with the terms and conditions of this Agreement, CentralSquare hereby grants Customer a
non-exclusive, non-transferable right to access and use the Solutions, solely by Authorized Users. Such
use is limited to Customer's internal use. CentralSquare shall deliver to Customer the initial copies of
the Solutions outlined in Exhibit 1 by (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. Physical shipment Is on FOB- CentralSquare’s shipping
point, and electronic delivery is deemed effective at the time CentralSquare provides Customer with
access to download the Solutions. The date of such delivery shall be referred to as the “Delivery Date.”

Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-
sublicenseable, non-transferable license to use the Documentation during the Term solely for
Customer's internal business purposes in connection with its use of the Solutions.

Audit. Customer shall maintain for a reasonable period of time, but not less than one (1) year after
expiration or termination of this Agreement, the systems, books, and records necessary to accurately
reflect compliance with software licenses and the use thereof under this Agreement. Upon request,
Customer shall permit CentralSquare and its directors, officers, employees, and agents to have on-site

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5.5,

5.6,

5.7.

5.8.

5.9.

5.10.

5.11.

access at Customer's premises (or remote access as the case may be) during normal business hours
to such systems, books, and records for the purpose of verifying such licensed use the performance of
such obligations and amounts. Customer shall render reasonable cooperation to CentralSquare as
requested. If as a result of any audit or inspection CentralSquare substantiates a deficiency or non-
compliance, Customer shall promptly reimburse CentralSquare for all its costs and expenses incurred
to conduct such audit or inspection and be required to pay for any delinquencies in compliance with
software licenses.

Service and System Contro|. Except as otherwise expressly provided in this Agreement:

5.5.1. CentralSquare has and will retain sole control over the operation, provision, maintenance, and
management of the Solutions; and

5.5.2. Customer has and will retain sole control over the operation, maintenance, and management
of, and all access to and use of, the Customer Systems, and sole responsibility for access to
and use of the Solutions by any Person by or through the Customer Systems or other means
controlled by Customer or any Authorized User, including any reports or results obtained from
any use of the Solutions, and conclusions, decisions, or actions based on such use.

Limitations. Customer must provide CentralSquare with such facilities, equipment and support as are
reasonably necessary for CentralSquare to perform its obligations under this Agreement, including, if
required by CentralSquare , remote access to the Customer Systems. CentralSquare is not
responsible or liable for any delay or failure of performance caused in whole or in part by any Customer
delay or Customer's failure to perform any obligations under this Agreement.

Exceptions. CentralSquare has no obligation to provide Support Services relating to any Defect with
the Solutions that, in whole or in part, arise out of or result from any of the following:

5.7.1. software, or media on which provided, that is modified or damaged by Customer or third-party;

5.7.2. any operation or use of, or other activity relating to, the Solutions other than as specified in the
Documentation, including any incorporation, or combination, operation or use of the Solutions
in or with, any technology (software, hardware, firmware, system, or network) or service not
specified for Customer's use in the Documentation;

5.7.3. any negligence, abuse, misapplication, or misuse of the Solution other than by GentralSquare
personnel, including any Customer use of the Solution other than as specified in the
Documentation or expressly authorized in writing by CentralSquare;

5.7.4. the operation of, or access to, Customer's or a third-party's system, materials or network;
5.7.5. any relocation of the Solution other than by CentralSquare personnel;

5.7.6. any breach of or noncompliance with any provision of this Agreement by Customer or any of its
Representatives or any Force Majeure Event (including abnormal physical or electrical stress).

Reservation of Rights. Except for the specified rights outlined in this Section, nothing in this Agreement
grants any right, title, or interest in or to any Intellectual Property Rights in or relating to the Support
Services, Professional Services, Solutions, or Third-Party Materials, whether expressly, by implication,
estoppel, or otherwise. All right, title, and interest in the Solutions, and the Third-Party Materials are and
will remain with CentralSquare and the respective rights holders.

Changes. CentralSquare reserves the right, in its sole discretion, to make any changes to the Support
Services and Solutions that it deems necessary or useful to: (a) maintain or enhance the quality or
delivery of CentralSquare 's services to its customers, or (b) to comply with applicable law. Without
limiting the foregoing, either Party may, at any time during the Term, request in writing changes to
particular Support Services, Professional Services or their product suite of Solutions. The parties shall
evaluate and, if agreed, implement all such requested changes. No requested changes will be effective
unless and until memorialized in either a CentralSquare issued Add-On Quote signed by the Customer,
or a written change order or amendment to this agreement signed by both parties.

Subcontractors. CentralSquare may from time to time in its discretion engage third parties to perform
Professional Services or Support Services (each, a "Subcontractor").

es. The Solution may contain technological measures designed to prevent
unauthorized or illegal use of the Solution. Customer acknowledges and agrees that: (a) CentralSquare
may use these and other lawful measures to verify compliance with the terms of this Agreement and

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enforce CentralSquare 's rights, including all Intellectual Property Rights, in and to the Solution; (b)
CentralSquare may deny any individual access to and/or use of the Solution if CentralSquare , in its
reasonable discretion, believes that person’s use of the Solution would violate any provision of this
Agreement, regardless of whether Customer designated that person as an Authorized User; and (c)
CentralSquare may collect, maintain, process, use and disclose technical, diagnostic and related non-
identifiable data gathered periodically which may lead to improvements in the performance and security
of the Solutions,

6. Use Restrictions. Customer shall not, and shall not permit any other Person to, access or use the Solutions

except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of
the foregoing, Customer shall not, except as this Agreement expressly permits:

6.1.

6.2.

6.3.

6.4.

6.5.

6.6.

6.7.

6.8.

copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell,
sublicense, assign, distribute, publish, transfer, or otherwise make available any Solutions to any
Person, including on or in connection with the internet or any time-sharing, service bureau, software as
a service, cloud, or other technology or service;

reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain
access to the source code of the Solutions, in whole or in part;

bypass or breach any security device or protection used by Solutions or access or use the Solutions
other than by an Authorized User through the use of his or her own then valid access;

input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information
or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;

damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the
CentralSquare Systems, or CentralSquare 's provision of services to any third-party, in whole or in part;

remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or
disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights
notices from any Documentation or Solutions, including any copy thereof,

access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or
otherwise violates any Intellectual Property Right or other right of any third-party, or that violates any
applicable law;

access or use the Solutions for purposes of competitive analysis of the Solutions, the development,
provision, or use of a competing software service or product or any other purpose that is to
CentralSquare 's detriment or commercial disadvantage or otherwise access or use the Solutions
beyond the scope of the authorization granted under this Section.

Customer Obligations.

Y fe Fe

71.2.

7.3.

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 (c) provide all cooperation as CentralSquare may
reasonably request to enable CentralSquare to exercise its rights and perform its obligations under and
in connection with this Agreement.

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.

Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity
prohibited by Section 6, Customer shall, and shall cause its Authorized Users to, immediately: (a) take
all reasonable and lawful measures within their respective control that are necessary to stop the activity
or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and
preventing any unauthorized access to the Solutions and permanently erasing from their systems and
destroying any data to which any of them gained unauthorized access); and (b) notify CentralSquare of
any such actual or threatened activity.

Professional Services.

8.1.

Compliance with Customer Policies. While CentralSquare Personne! are performing services at
Customer's site, CentralSquare will ensure that such personnel comply with Customer's reasonable
security procedures and site policies that are generally applicable to Customer's other suppliers

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10.

providing similar services and that have been provided to CentralSquare in writing or in advance.
Customer shall promptly reimburse CentralSquare for any out-of-pocket costs incurred in complying
with such procedures and policies.

8.2. Contributed Material. In the process of CentralSquare ’s performing Professional Services, Customer
may, from time to time, provide CentralSquare with designs, plans, or specifications, improvements,
works or other material for inclusion in, or making modifications to, the Solutions, the Documentation or
any other deliverables ("Contributed Material"). Customer grants to CentralSquare a nonexclusive,
irrevocable, perpetual, transferable right, without the payment of any royalties or other compensation of
any kind and without the right of attribution, for CentralSquare , CentralSquare ’s Affiliates and
CentralSquare ’s licensees to make, use, sell and create derivative works of the Contributed Material.

Confidentiality. Confidential Information. Each Party possesses certain non-public proprietary information,
which has economic value and is protected with reasonable safeguards to maintain its secrecy ("Confidential
Information"). Confidential Information may include, but is not limited to any financial data, business and
other plans, specifications, equipment designs, electronic configurations, design information, product
architecture algorithms, quality assurance plans, inventions (whether or not the subject of pending patent
applications), ideas, discoveries, formulae, models, requirements, standards, trade and manufacturing
secrets, drawings, samples, devices, demonstrations, technical information, as well as any and all intellectual
and industrial property rights contained therein or in relation thereto. CentralSquare shall own the copyrights,
trade secrets, patent rights and other proprietary rights in and may use without restriction knowledge,
information, ideas, methods, know-how, and copyrightable expression learned or acquired. Confidential
Information will be disclosed either: (i) in writing and conspicuously marked with a restrictive legend identifying
it as being a Party's Confidential Information; or (ii) orally or visually and identified at the time of disclosure as
Confidential Information and subsequently confirmed in writing by the disclosing Party within fifteen (15) days
after such disclosure specifically identifying that portion of information that is Confidential Information.
Customer shall not sell, transfer, publish, disclose or otherwise make available any portion of the Software or
its associated documentation to others. Customer shall use Its reasonable best efforts to cooperate with and
assist CentralSquare in identifying and preventing any unauthorized use, copying or disclosure of the
Software or any portion thereof or any of the algorithms or logic contained therein or any other deliverables,

9.1. Compelled Disclosures. If the either Party or any of its Representatives Is compelled by applicable law
to disclose any Confidential Information then, to the extent permitted by law, that Party shall: (a)
promptly, and prior to such disclosure, notify the other Party in writing of such requirement so that they
can seek a protective order or other remedy or waive its rights under Section .3; and (b) provide
reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order
or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the
notice and assistance required under this Section, the Receiving Party remains required by law to
disclose any Confidential Information, the Receiving Party shall disclose only that portion of the
Confidential Information that the Receiving Party is legally required to disclose.

9.2. Upon expiration or termination of this Agreement, or upon demand by CentralSquare, Customer shall (i)
return to CentralSquare all copies of CentraliSquare's Confidential Information in Customer's
possession or under CentralSquare's control, or (ii) destroy all copies of CentralSquare's Confidential
Information in Customer's possession and so certify such destruction to CentralSquare in writing.
Notwithstanding the foregoing, Customer may retain data or records in electronic form containing
Confidential Information for the purposes of backup, recovery, contingency planning, or business
continuity planning, so long as such data or records, to the extent not permanently deleted or
overwritten in the ordinary course of business, are not accessible in the ordinary course of business
and are not accessed except as required by Customer only for backup, recovery, contingency planning,
or business continuity purposes.

Security.

10.1. CentralSquare will implement commercially reasonable administrative, technical and physical
safeguards designed to ensure the security and confidentiality of Customer Data, protect against any
anticipated threats or hazards to the security or integrity of Customer Data, and protect against
unauthorized access or use of Customer Data. CentralSquare will review and test such safeguards on
no less than an annual basis.

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10.2.

10.3.

112.

11.3.

11.4.

12.2.

Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical
and procedural access controls and system security requirements and devices, necessary for data
privacy, confidentiality, integrity, authorization, authentication and non-repudiation and virus detection
and eradication.

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.

41. Personal Data. If CentralSquare processes or otherwise has access to any personal data or personal
information on Customer's behalf when performing CentralSquare 's obligations under this Agreement, then:

11.1.

Customer shall be the data controller (where “data controller’ means an entity which alone or jointly
with others determines purposes for which and the manner in which any personal data are, or are to be,
processed) and CentralSquare shall be a data processor (where “data processor” means an entity
which processes the data only on behalf of the data controller and not for any purposes of its own);

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

CentralSquare shall process personal data and information only in accordance with lawful and
reasonable instructions given by Customer and as set out in and in accordance with the terms of this
Agreement; and

each Party shall take appropriate technical and organizational measures against unauthorized or
unlawful processing of the personal data and personal information or its accidental loss, destruction or
damage so that, having regard to the state of technological development and the cost of implementing
any measures, the measures taken ensure a level of security appropriate to the harm that might result
from such unauthorized or unlawful processing or accidental loss, destruction or damage in relation to
the personal data and personal information and the nature of the personal data and personal
information being protected. If necessary, the parties will cooperate to document these measures
taken.

12. Representations and Warranties.
12.1.

LIMITED WARRANTY. CentralSquare warrants that it owns or otherwise has the rights in the Software
and has the right to license the Software as described in this Agreement. CentralSquare further
warrants and represents that the CentralSquare Software does not contain any “back door’, “time
bomb", "Trojan horse”, “worm”, “drop dead device” or other program routine or hardware device
inserted and intended by CentralSquare to provide a means of unauthorized access to, or a means of
disabling or erasing any computer program or data, or otherwise disabling the CentralSquare Software.
Nothing herein shall be deemed to constitute a warranty against viruses. The provisions of section and
its subsections below, shall constitute the agreement of the Parties with respect to viruses. Customer's
sole remedy with respect to the foregoing warranty shall be to receive an Update to the CentralSquare
Software that does not contain any of the above-described routines or devices.

DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH
ABOVE, CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR
IMPLIED, WITH REGARD TO THE SOLUTIONS, PROFESSIONAL SERVICES, SUPPORT
SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT
CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHER, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF
DEALING, USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED
WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND
NON-INFRINGEMENT. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT THAT
A SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY

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14.

15.

CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE
OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL OPERATE
WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE
TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD-PARTY
MATERIALS ARE PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARANTY OF OR
CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY
OWNER. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE’S WARRANTY
UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF.

13. Notices. All notices and other communications required or permitted under this Agreement must be in writing

and will be deemed given when delivered personally, sent by United States registered or certified mail, return
receipt requested; transmitted by facsimile or email confirmed by United States first class mail, or sent by
overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the
Party may subsequently designate for its receipt of notices in writing by the other Party.

If to CentralSquare : CentralSquare
1000 Business Center Dr.
Lake Mary, FL 32746

Phone: 407-304-3235 email: info@CentralSquare .com
Attention: Senior Counsel / Contracts Department

If to Customer: City of Chandler
175 S. Arizona Ave.
Chandler, AZ 85225
Phone: 480.782.2400 email: carolee.stees@chandleraz.gov
Attention: Purchasing Division

Force Majeure. Nelther Party shall be responsible for failure to fulfill its obligations hereunder or liable for
damages resulting from delay in performance as a result of war, fire, strike, riot or insurrection, natural
disaster, delay of carriers, governmental order or regulation, complete or partial shutdown of plant,
unavailability of Equipment, software, or services from suppliers, default of a subcontractor or vendor to the
Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the
acts or omissions of the other Party, or its officers, directors, employees, agents, contractors, or elected
officials, and/or other occurrences beyond the Party’s reasonable control ("Excusable Delay” hereunder). In
the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise
reasonably necessary to compensate for such delay.

Indemnification.

15.1. CentralSquare_ Indemnification. CentralSquare shall indemnify, defend, and hold harmless Customer
from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of,
in connection with, or incident to any loss, damage or injury to persons or property or arising solely from
a wrongful or negligent act, error or omission of CentralSquare, its employees, agents, contractors, or
any subcontractor as a result of CentralSquare's or any subcontractor’s performance pursuant to this
Agreement; however, CentralSquare shall not be required to indemnify Customer for any claims or
actions caused to the extent of the negligence or wrongful act of Customer, its employees, agents, or
contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability
results from or is contributed to by the actions or omissions of Customer, or its employees, agents or
contractors, CentralSquare’s obligations under this provision shall be reduced to the extent of such
actions or omissions based upon the principle of comparative fault.

15.2. Customer Indemnification. Customer shall indemnify, defend, and hold harmless Centralsquare from
any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of, in
connection with, or incident to any loss, damage or injury to persons or property or arising solely from a
wrongful or negligent act, error or omission of Customer, its employees, agents, contractors, or any
subcontractor as a result of Customer's or any subcontractors performance pursuant to this
Agreement; however, Customer shall not be required to indemnify CentralSquare for any claims or
actions caused to the extent of the negligence or wrongful act of CentralSquare, its employees, agents,
or contractors. Notwithstanding anything to the contrary in the foregoing, if a claim, lawsuit or liability
results from or is contributed to by the actions or omissions of CentralSquare, or its employees, agents

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or contractors, Customer's obligations under this provision shall be reduced to the extent of such
actions or omissions based upon the principle of comparative fault.

15.3. Sole Remedy. THIS SECTION SETS FORTH CUSTOMER'S SOLE REMEDIES AND
CENTRALSQUARE 'S SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR
ALLEGED CLAIMS THAT THE SERVICES AND SOLUTIONS OR ANY SUBJECT MATTER OF THIS
AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL
PROPERTY RIGHTS OF ANY THIRD-PARTY.

416. Termination. This Agreement may be terminated:

146.1. For cause by either Party, effective on written notice to the other Party, if the other Party materially
breaches this Agreement and: (|) is incapable of cure; or (ii) being capable of cure, remains uncured
thirty (30) days after the non-breaching Party provides the breaching Party with written notice of such
breach. ,

16.2. For lack of payment by written notice to Customer, if Customer's failure to pay amounts due under this
Agreement has continued more than ninety (90) days after delivery of written notice of non-payment.

417. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:

17.1. Upon the expiration or earlier termination of this Agreement, each Party shall continue to hold such
Confidential Information in confidence pursuant to Section 9; and

17.2. Upon the expiration of this Agreement, each Party shall pay to the other all amounts accrued prior to
and through the date of termination of this Agreement.

18. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise
transferred by either Party without the prior written consent of the other Party, which consent will not be
unreasonably withheld; provided however, that in the event of a merger or acquisition of all or substantially all
of CentralSquare's assets, CentralSquare may assign this Agreement to an entity ready, willing and able to
perform CentralSquare’s executory obligations hereunder, as evidenced by an express written assumption of
the obligations hereunder by the assignee.

419. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, including
the breach, termination, or validity thereof, shall be resolved by final and binding arbitration.

19.1. Exclusive Dispute Resolution Mechanism. The Parties agree to resolve any dispute, controversy, or
claim arising out of or relating to this Agreement (each, a "Dispute"), exclusively under the provisions of

this Section. Either Party may seek interim or provisional relief in any court of competent jurisdiction if
necessary, to protect the rights or property of that Party pending the appointment of the arbitrator or
pending the arbitrator’s determination of the merits of the dispute.

49.2. Good Faith Negotiations. The Parties agree to send written notice to the other Party of any Dispute
("Dispute Notice"), After the other Party receives the Dispute Notice, the parties agree to undertake
good faith negotiation between themselves to resolve the Dispute.. Each Party shall be responsible for
its associated travel costs. The parties agree to attend no fewer than three negotiation sessions
attended Vice Presidents of each Party (or employees of equivalent or superior position).

19.3. Escalation to Mediation. If the Parties cannot resolve any Dispute during the good faith negotiations
either Party may initiate mediation under Section 19.4.

19.4. Mediation. Subject to Sections 19.2 and 19.3, the Parties may escalate a Dispute to a mutually agreed
to mediator. Parties agree to act in good faith in selecting a neutral mediator and in scheduling the
mediation proceedings. The parties agree to use commercially reasonable efforts in participating in the
mediation. The parties agree the mediator’s fees and expenses, and the mediator’s costs incidental to
the mediation will be shared equally between the parties. The parties shall bear their own fees,
expenses, and costs.

19.5. Confidential Mediation. The Parties further agree all written or oral offers, promises, conduct, and
statements made in the course of the mediation are confidential, privileged, and inadmissible for any
purpose in any litigation, arbitration or other proceeding involving the Parties. However, evidence that is
otherwise admissible or discoverable shall not be rendered inadmissible or non-discoverable as a result
of its use in the mediation.

19.6, Litigation or Arbitration as a Final . If the Parties cannot resolve a Dispute through mediation,

then once an impasse is issued by the mediator elther Party may commence binding arbitration in
accordance with the provisions of regarding choice of law and arbitration.

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20.

21.

23.

19.7. Arbitration. The Parties agree that any dispute, controversy, or claim arising out of or related to the
Employee’s employment with the Company or termination of employment, this Agreement, or any
alleged breach of this Agreement shall be governed by the Federal Arbitration Act (FAA) and submitted
to and decided by binding arbitration to be held in Florida, Parties agree to hold the deliberations in
such arbitration confidential.

19.8. Arbitration Procedure. The Parties agree arbitration must be commenced by delivering a notice of
arbitration to the other Party. The Notice must set out the nature of the claim(s), and the relief
requested. Within thirty (30) days of the receipt of the notice, the receiving Party shall deliver an
answer, any counterclaim(s), and relief requested. Arbitration shall be heard by a single arbitrator. Each
Party shall pay its own costs of arbitration. The Parties shall confer in good faith to attempt to agree
upon a suitable arbitrator, and if unable to do so, they will select an arbitrator from the American
Arbitration Association’s employment arbitration panel for the area. The arbitrator shall decide the
procedures in the arbitration after consultation with the Parties. The arbitrator will have the power to
grant any provisional or final remedy or relief it deems appropriate, including conservatory measures
and an award of attorneys’ fees. The decision of the arbitrator shall be final and binding upon the
Parties hereto. The Parties agree that judgment may be entered upon the award by any court having
jurisdiction.

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.

LIABILITY. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY,
AND REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE,
TORT, NEGLIGENCE, OR OTHERWISE:

21.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY
KIND, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSSES OF
PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, REPUTATION, AND
MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS
OF WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY
AND NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF
WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND

21.2. 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 MONTHS.

. Third-Party Materials. CentralSquare may from time to time, In its discretion engage third parties to perform

services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare
provides front-line support services for third parties, but these third parties assume all responsibility and
liability in connection with the third-party software, equipment, or related services. CentralSquare is not
authorized to make any representations or warranties that are binding upon the third-party or to engage in any
other acts that are binding upon the third-party, excepting specifically that CentralSquare is authorized to
represent third-party fees in the Agreement and to accept payment of such amounts from Customer on behalf
of the third-party for as long as such third-party authorizes CentralSquare to do so. As a condition precedent
to installing or accessing any third-party Materials, Customer may be required to execute a click-through,
shrink-wrap End User License Agreement (EULA) or similar agreement provided by the Third-Party Materials
provider. All third-party materials are provided “as-is” and any representation or warranty concerning them is
strictly between Customer and the third-party.

Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference,
constitutes the entire agreement between the Parties with respect to the subject matter. These documents
supersede and merge all previous and contemporaneous proposals of sale, communications,
representations, understandings and agreements, whether oral or written, between the Parties with respect to
the subject hereof. This Agreement may not be modified except by a writing subscribed to by authorized
representatives of both Parties.

. 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

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26.

27.

28,

29.

any other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this
Agreement.

. Counterparts. This Agreement may be executed in several counterparts, each of which when so executed

shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. This
Amendment shall be considered properly executed by a Party if executed by that Party and transmitted by
facsimile or other electronic means including, without limitation, Docusign, Tagged Image Format Files (TIFF),
or Portable Document Format (PDF).

Material Adverse Change. If any Law, Regulatory Approval, applicable standard, process, OEM
requirement is changed or comes into force after the Effective Date, including but not limited to PC] standards
(collectively, a “Material Adverse Change"), which Is not explicitly addressed within this Agreement and
results in significant extra costs for either Party in relation to the performance of this Agreement, both Parties
shall promptly meet, discuss in good faith, and agree upon reducing the technical, operational, and/or
commercial impact of such Material Adverse Change.

Cooperative Purchases. This Contract may be used by other government agencies. CentralSquare has
agreed to offer similar services to other agencies under the same terms and conditions as stated herein
except that the compensation may be negotiated between CentralSquare and other agencies based on the
specific revenue expectations, agency reimbursed costs, and other agency requirements. The Customer will
in no way whatsoever incur any liability in relation to specifications, delivery, payment, or any other aspect of
purchases by such agencies.

Order of Precedence.

28.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase
order, then the following priority shall prevail: .

28.1.1. The main body of this Agreement and any associated amendments or change orders.
28.1.2. The attached Exhibits to this Agreement.
28.1.3. Purchase Orders placed with CentralSquare in accordance with this Agreement.

Customer's purchase terms and conditions or CentralSquare’s sales terms and conditions are not applicable
and shall have no force and effect, whether referenced or not in any document in relation to this Agreement.

28.2. Incorporated Exhibits to this Agreement:
Exhibit 1 — Project Cost Summary
Exhibit 2 - Maintenance & Support Standards
Exhibit 3 — Travel Expense Guidelines

A.R.S. § 38-511 applies to this Agreement.

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EXHIBIT 1
Project Cost Summary
Annual Support Term — July 1, 2020 — June 30, 2021
Annual Term
Application Qty | 774120-6/30/21
API 4 1,188.68
Lucity Assets 1 35,779.44
Lucity Assets 11|$ 1,669.96
Financials Integration 4 -
Lucity GIS Desktop 1 {$ 8,035.52
Lucity GIS Web 1 2,377.37
Citizen Portal 1 3,566.06
Lucity Work i 38,037.94
Total $ 90,654.98
PAYMENT TERMS:
RECURRING FEES i
a. The Annual Support Fees are due prior to the start of the term listed above.
ANCILLARY FEES

b. Reimbursement of travel and living expenses will be governed by Exhibit 3 ("Travel Expense Guidelines”)
attached hereto and will be invoiced monthly in arrears and due within thirty (30) days from date of invoice.
c. 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.
d. 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.

Note: Pricing for Professional Services Is a good falth based on the in to G yare at the time of of this
Agreement. The total amount that Customer may pay for these services can vary based on the actual number of hours required to complete the
services, If required, additional services will be provided on a time and materials basis at hourly rates equal to CentralSquare 's then-current list price
rates for the services at issue.

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EXHIBIT 2

Support Standards

I. Support Hours: Hours During Which CentralSquare ’s Telephone Support Will be Available to Customer in Connection with the
Provision of Maintenance: Unless otherwise noted in the Order as to Support Type, support hours are Monday through Friday, 8:00
A.M. to 5:00 P.M. Customer’s Local Time within the continental United States, excluding holidays (“5x9”),

Il, Targeted Response Times.
“Notification” means a communication to CentralSquare ‘s help desk by means of: (i) CentralSquare ’s web helpline; or (ii) the
placement of a telephone call.

Ill, Support Terms.
Beginning on the Execution Date and continuing for twelve (12) months thereafter (“Initial Support Term”), CentralSquare shall
provide the ongoing Support Services described herein for the corresponding Fees outlined In Exhibit 1, Upon expiration of the Initial
Support Term, ongoing Support Services shal] automatically renew, with customer paying for additional annual support periods, each
a (“Renewal Support Term”), This renewal will continue until termination of this Agreement provided that, CentralSquare shall not
give notice of termination if It would be effective prior to a period equal to two times the Agreement’s Initial Support Term.

With respect to CentralSquare ’s support obligations, CentralSquare will use dillgent, commercially reasonable efforts to respond to

Notifications from Customer relating to the Solution identified in the Order In accordance with the following guidelines with the time
period to be measured beginning with the first applicable CentralSquare “Telephone Support” hour occurring after CentralSquare ’s

recelpt of the Notification:

“although

Urgent A support Issue shall be considered Urgent when It Within 60 minutes of resolution
< produces a Total System Fallure; meaning the Solution is the Issue being times vary depending
not performing a process that has caused a complete reported anda on the exact Issue and
work stoppage. resolution planned customer environment,
within 24 hours, CentralSquare has a
Critical Asupport Issue shall be considered Critical when a Within two hours of stated goal to resolve
2 critical failure In operations occurs; meaning the Issue being an urgent Issue within
CentralSquare ‘s Solution Is not performing a critical reported anda 24 hours or provide a
process and prevents the continuation of basic resolution planned resolution plan with
operations. Critical problems do not have a workaround. within five (5) days. urgent Issues within 24
This classification does not apply to intermittent hours of being
problems. reported.
Non-Critical A support Issue shall be considered Non-Critical when a Within four hours of
3 non-critical failure In operations occurs; meaning the the Issue being Aresolution plan will
Solution Is not performing non-critical processes, but the reported, detall the steps
system Is still usable for Its Intended purpose or there is necessary to
a workaround, understand and
Minor Asupport issue will be considered Minor when the Issue Within 24 hours of possibly resolve the
4 causes minor disruptions In the way tasks are performed, the Issue belng Issue,
but does not affect workflow or operations. This may reported,
Include cosmetic Issues, general questions, and how to
use certaln features of the system.

Response timing is measured from the moment a Case number Is created. As used herein a “Case number” Is created when a)
CentralSquare’s support representative has been directly contacted by Customer elther by phone, in person, or through CentralSquare
’s online support portal, and b) when CentralSquare ‘s support representative assigns a case number and conveys that case number to
the Customer. Customer must provide remote access to Its facility using a CentralSquare approved remote access Customer so that
CentralSquare can perform the support obligations and/or services under this Agreement; and will provide appropriate security access
and accounts for CentralSquare staff and each session participant,

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EXHIBIT 3
Travel Expense Guidelines

CentralSquare will adhere to the following guidelines when incurring travel expenses:

All arrangements for travel are to be made through the CentralSquare Corporate Travel Agent unless
other arrangements have been made with the Customer and are documented in writing.

AIR TRAVEL — CentralSquare will use the least expensive class of service available with a minimum of seven
(7) day, maximum of thirty (30) day, advance purchase. Upon request, CentralSquare shall provide the travel
itinerary as the receipt for reimbursement of the airfare and any fees. Fees not listed on the itinerary will require
a receipt for reimbursement.

Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by the
Customer, Customer will reimburse the current IRS approved mileage rate for all local trips.

LODGING —CentralSquare will use the most reasonable accommodations possible, dependent on the city. All
movies, and phone/internet charges are not reimbursable.

RENTAL CAR — Compact or intermediate cars will be required unless there are three or more CentralSquare
employees sharing the car in which case the use of a full size car is authorized. Gas is reimbursable however,
pre-paid gas purchases will not be authorized and all rental cars are to be returned with a full tank of gas. Upon
request, receipts for car rental and gas purchases will be submitted to Customer. CentralSquare shall decline
all rental car insurance offered by the car rental agency as staff members will be covered under the
CentralSquare auto insurance policy. Fines for traffic violations are not reimbursable expenses.

OTHER TRANSPORTATION — CentralSquare staff members are expected to use the most economical means
for traveling to and from the airport (Airport bus, hotel shuttle service). Airport taxi or mileage for the employee's
personal vehicle (per IRS mileage guidelines) are reimbursable if necessary. Upon request, receipt(s) for the
taxi will be submitted to Customer. Proof of mileage may be required and may be documented by a readily
available electronic mapping service. The mileage rate will be the then-current IRS mileage guideline rate
(subject to change with any change in IRS guidelines).

OTHER BUSINESS EXPENSES -— Parking at the airport is reimbursable. Tolls to and from the airport and while
traveling at the Customer site are reimbursable. Tipping on cab fare exceeding 15% is not reimbursable. Porter
tips are reimbursable, not exceeding $1.00 per bag. Laundry is reimbursable when travel includes a weekend
day or Company Holiday and the hotel stay is four nights or more. Laundry charges must be incurred during the
trip and the limit is one shirt and one pair of pants/skirt per day. With the exception of tips, receipts shall be
provided to Customer upon request for all of the aforementioned items.

MEALS — Standard per Diem. Subject to change due to cost of living.