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<br />Attachment A
<br />CentralSquare Solutions Agreement
<br />This CentralSquare Support and Maintenance Agreement (the "Agreement"), effective as of June 22, 2023 (the
<br />"Effective Date"), is entered into between CentralSquare Technologies, LLC, a Delaware Limited Liability
<br />Company with its principal place of business in Lake Mary, FL ("CentralSquare") and the Orange County, North
<br />Carolina on behalf of Orange County, NC Emergency Services ("Customer"), together with CentralSquare, the
<br />"Parties", and each, a "Party".
<br />WHEREAS, CentralSquare licenses and gives access to certain software applications (“Solutions”) to its
<br />customers and also provides maintenance, support, migration, installation and other professional services; and
<br />WHEREAS, Customer desires to license and/or gain access to certain Solutions and receive professional services
<br />described herein, and CentralSquare desires to grant and provide Customer license and access to such offerings
<br />as well as to support them with professional services, subject to the terms and conditions set forth in this Agreement.
<br />NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other
<br />good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by the signatures
<br />of their duly authorized representative below, the Parties intending to be legally bound, agree to all of the following
<br />provisions and exhibits of this Agreement:
<br />CentralSquare Technologies, LLC Orange County, North Carolina
<br />1000 Business Center Dr.
<br />Lake Mary, FL 32746
<br />P.O. Box 8181
<br />Hillsborough, NC 27278
<br />By: By:
<br />Print Name: Ron A. Anderson Print Name: Bonnie Hammersley
<br />Print Title: Chief Sales Officer Print Title: County Manager
<br />Date Signed: Date Signed:
<br />1. Solution: ONESolution – Public Safety & Justice
<br />2. Term.
<br />2.1. Term. The Term of this Agreement commences as of the Effective Date and will continue in effect until
<br />July 31, 2025, unless terminated earlier pursuant to any of the Agreement’s express provisions (the
<br />““Term”).
<br />2.2. Non-Renewal. Either party may elect to end renewal of the contract by issuing a notice of non -renewal,
<br />in writing, to the other party six (6) months prior to the expiration of the current contract term.
<br />3. Fees. In consideration of the rights and services granted by CentralSquare to Customer under this Agreement,
<br />Customer shall make payments to CentralSquare pursuant to the amounts and payment terms outlined in
<br />Exhibit 1 (the “Solution(s) and Services Fee Schedule”).
<br />4. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:
<br />4.1. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of
<br />violation, proceeding, litigation, citation, summons, subpoena, or investigation of any nature, civil,
<br />criminal, administrative, regulatory or other, whether at law, in equity, or otherwise.
<br />4.2. "Affiliate" of a Person means any other Person that directly or indirectly, through one or more
<br />intermediaries, controls, is controlled by, or is under common control with, such Person.
<br />4.3. "Authorized User" means Customer's employees, consultants, contractors, and agents who are
<br />authorized by Customer to access and use the Solutions under the rights granted to Customer pursuant
<br />to this Agreement, and for whom access to the Solutions has been purchased.
<br />4.4. “Baseline” means the version of a Solution updated to the particular time in question through
<br />CentralSquare’s warranty services and maintenance, but without any other modification whatsoever.
<br />DocuSign Envelope ID: 6AD3FC72-1379-49D2-81C9-A007D8F3B667
<br />6/22/2023 6/29/2023
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