2329 CentralSquare Solution Agreement (ERP System)P , -, �' I PpArr
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---',is.�NFORD
FINANCE DEPARTMENT
Wednesday, April 28, 2021
To: ity Cayor
- e
RE: Cen rle alSaquare Solution Agreement (ERP System)- CC Approved 4/12/2021
The item(s) noted below is/are attached and forwarded to your office for the following action(s):
[-]
Development Order
F
F -j
Final Plat (original mylars)
❑
❑
Letter of Credit
F]
F-1
Maintenance Bond
NLZ
F�
Ordinance
n
Fj
Performance Bond
F
❑
Resolution
1-1
❑
F]
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Once completed, please:
❑ Return originals to Purchasing- Department
❑ Return copies
Mayor's signature
Recording
Rendering
Safe keeping (Vault)
Deputy City Manager
Payment Bond
City Manager Signature
City Clerk Attest/Signature
City Attorney/Signature
Special Instructions: Central Square Solutions Agreement- ERP System for City of Sanford
T14 MOM 5 , M, M
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From
TADeptjomis\City Clerk Transmittal Memo - 2009.doc
Date
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
Sanford, Florida ("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:
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1. Solution: NavilLine (existing Licenses); Enterprise Asset Management (new Subscription)
2. Term.
2.1. Initial Term. The Initial Term of this Agreement commences as of the Effective Date and will continue in
effect for five (5) years 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 six (6) months 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 amounts and payment terms outlined in
Exhibit 1 (the "Project Cost Summary").
4. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:
4.1. "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.
4.2. "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.
4.3. "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.
4.4. "Baseline" means the version of a Solution updated to the particular time in question through
CentralSquare 's warranty services and maintenance, but without any other modification whatsoever.
4.5. "Component System" means any one of the Solutions identified in Exhibit 1, including all copies of
Source Code, Object Code and all related apeoificudons. OocumenbaUon, technical infonnodon, and all
correutiona, modificodiona, additiona, development work, improvements and enhancements to and all
Intellectual Property Rights for such Component System.
4.6� "Customer Data" means information, data, and content, in any form or medium, collected, downloaded,
or otherwise received, directly or indirectly from Customer, an Authorized User or end-users by or through
the Solutions, provided the data is not personally identifiable and not identifiable to Customer.
4.7. "Custom Modification" means a change thatCentna|Squana has made at Customer's request to any
Component System in accordance with a Centro|Squans -generated opeciOoation, but without any other
changes whatsoever byany Person.
4.8. "Customer Systems" means the Customer's information technology infrastructure, including computers,
sufbwen*, hardvvare, dabsbases, electronic systems (including database management syatems), and
networks, whether operated by Customer or through the use of third -party services.
4.9. "Defect" means a material deviation between the Baseline Solution and its Documentation, for which
Defect Customer has given CentralSquare enough information to enable CentralSquare to replicate the
deviation on a computer configuration that is both comparable to the Customer Systems and that is under
Centna|Squau*'s control. Further, with uaUon] to each Custom Modification, Defect means a material
deviation between the Custom Modification and the Centna|Squona generated specification and
documentation for such Custom yWodifinoUun, and for which Defect Customer has given Centno|5quana
enough information toenable Centra|Squana horeplicate the deviation unacomputer configuration that
is both comparable to the Customer Systems and that is underCentna|Squane'a control.
4.10. "Documentation" means any manuals, instructions, or other documents or materials that CentralSquare
provides ormakes available toCustomer in any form or medium and which describe the functionality,
connpunents, featunas, or requirements of the Su|utiono, including any aspect of the inataUation,
con5Qunation, intaQnation, operatinn, use, support, urmaintenance thereof.
4.11. "Enhancements" means general release (as opposed to custom) changes toa Baseline Component
System or Custom Modification which increase the functionality of the Baseline Component System or
Custom Modification inquestion.
4.12. "Harmful Code" means any aoftman*, hovdwane, device orother technology, including any virus, vvorm,
me|wmre, or other malicious computer oode, 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,
firmvvare, hardvvore, oyotem, or network; or (ii) any application or function of any of the foregoing or the
oeuurity, integrity, confidontim|ity, or use of any data Processed thereby; or (b) prevent Customer or any
Authorized User from accessing or using the Solutions as intended by this Agreement,
4.13. "Intellectual Property Rights" means any and all registered and unregistered rights gnsnted, applied
for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade
senrei, database protecUon, orother intellectual property rights |avvs, and all similar nrequivalent rights
orforms ofprotection, inany part ofthe world.
4.14. "Y0aintonancm" means optimizotinn, error oorneotion, mndi5cations, and updates to Centra|Squam*
Systems to correct any known Defects and improve performance. Maintenance will be provided for each
Component System, the hours and details of which are described in Exhibit 2 ("Support Standards").
4.15. "New Releases" means new editions ofaBaseline Component System orCustom Modification.
4.16. "Penaon" means an individual, corporation, partnership, joint venture, limited liability entity, governmental
authority, unincorporated nrAanizatinn, truat, association, or other entity.
417. "Personal Information" means any information that does or can identify aspecific individual or by or
from which ospecific individual may be |dentifiod, contacted, or located. Personal |nh»nnaUon 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 ofthe foregoing.
4.18. "Professional Services" means inobaUation, imp|emenhation, development work, training or consulting
services including custom modification pnognamming, support relating tocustom modifioationo, on-site
support services, assistance with data tnanofers, system restarts and neinsta||ot|one provided by
Centro|Squene.
419. "Representatives" meane, with respect to a Party, that Party's emp|uyeea, offim*m, direcbors, agents,
subcontractors, and legal advisors.
4.20. "CentralSquare Personnel" means all individuals involved in the performance of Support Services and
Professional Sen/ices as employees, oganta. Subcontractors or independent contractors of
Centna|Squena.
4.21. "Solutions" means the Component Systems, Documentation, Custom Modifications, development work,
Centna|Squens Systems and any and all other information, data, documents, moteha|s, works, and other
content, deviceo, methods, proceesen, hardware, softwans, technologies and inventions, including any
de|ivmnab|en, technical or functional deschptiona, requiremonts, p|uns, or reports, provided or used by
Centna|Squex* or any Subcontractor in connection with Professional Services or Support Services
rendered under this Agreement.
4.22, "Contna|Squerm Systems" means the information technology infrastructure used by or on behalf of
Centna|Squone to deliver 3o|utione, including all computers, software, hardwore, databasee, electronic
systems (including database management syotems), and nebworka, whether operated directly by
Cnntns|Squareorthrough the use ofthird-party services.
4.23. "Support Services" means PWointonanue. Enhonoements, implementation of New Re|eeaes, and
general support efforts to respond to incidents reported by Customer in accordance with the detailed
Support Standards outlined inExhibit 2.
4.24. "Third -Party Materials" means materials and information, in any form or medium, including any software,
dooumenba, data, oontant, apeoifioatione, pruduoto, na|ehed eervicea, equipment, or components of or
relating to the Solutions that are not proprietary to Centna|Square.
5. License, Access & Services and Audit.
51. License Grant. SubjecttoandconditionedonthepaymentofFeesandnomp|kancawithed|othertermo
and conditions of this Agreement, Contra|Squana hereby grants to Customer o non-exclusive, non-
sublicenseable, and non -transferable license to the current version of the NaviLine So|ution(o)previous|y
Licensed bvCustomer.
5.2. Access and Scope of Use. Subject to and conditioned on Customer and their Authorized Users'
compliance with the terms and conditions of this Agreement. Centna|8quens hereby grants Customer a
non-exclusive, non -transferable right to access and use the Enterprise Asset Management Solution,
solely by Authorized Users. Such use is limited to Customer's internal use.
5.3. Documentation License.Centny|SquoreherobygnantshoCustomeranon-exo|uaive.non-oub|icenseab|e.
non -transferable license to use the Documentation during the Term solely for Customer's internal
business purposes inconnection with its use mfthe Solutions.
5.4. Audit. Customer shall maintain for a reasonable period of time, but not less than three (3) years after
expiration or termination of this Agreement, the syebame, booko, and records necessary to 000urah*|y
reflect compliance with software licenses and the use thereof under this Agreement. Upon request,
Customer shall permitCentna|8quana and its directors, ofDcero, emp|oyees, and agents to have on-site
access otCustomer's premises (or remote access osthe case may be) during normal business hours ho
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.
5.5. Service and System Control.Except asotherwise expressly provided inthis Agreement:
5.5.1. Centna|Gquona has and will retain sole control over the openaiion, provision, maintenonue, and
management ofthe Solutions; and
5.5.2. Customer has and will retain sole control over the operation, maintenance, and management of,
and all access toand use of, the Customer Systems, and sole responsibility for access toand
use of the Solutions by any Person by or through the Customer Systems or other means
controlled by Customer orany Authorized User, including any reports or results obtained from
any use of the Solutions, and conclusions, decisions, or actions based on such use.
5.6. Limitations. Customer must provide Centra|Square with such facilities, equipment and support as are
reasonably necessary for Centrm|Squore to perform its obligations under this Agn*ement, inc|uding, if
required by Centra|Square . remote access tothe Customer Systems. Cantno|Square 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 toperform any obligations under this Agreement.
5.7. Exceptkons`Cmntre|Squore has nnobligation toprovide Support Services relating \oany Defect with the
Solutions that, inwhole orinpart, arise out oforresult from any ofthe following:
5.7.1. oofbwere, or media on which provided, that is modified or damaged by Customer orthird-party;
572 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 (sofware, handvvare, firmware, eyatem, or network) or service not
specified for Customer's use inthe Documentation;
5.7.3. any nag|igence, abuao, miaopp|ioudon, or misuse of the Solution other than by Contre|Squana
personnel, including any Customer use of the Solution other than as specified in the
Documentation orexpressly authorized inwriting byCentns|Square;
57.4. the operation of, oraccess to, Customer's ora third -party's system, materials or network;
5I5� any bete software, software that Centna|Squene makes available for testing or demonstration
purposes, temporary software modules, or software for which CentralSquare does not receive a
fee;
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).
5.8. Reservation of Rights. Except for the specified rights outlined in this Section, nothing in this Agreement
grants any right' tiUe, or interest in or to any |nta||eotuo| Property Rights in or relating to the Support
Semices, Prohsae|one| Services, Solutions, or Third -Party K8aterie|s, whether expressly, by imp|ication,
estoppel, or otherwise. All riQht, tit|e, and interest in the Solutions, and the Third -Party Materials are and
will remain with Centno|Square and the respective rights holders.
5.9. Changes. CentrakSquare reserves the right, in its sole discretion, to make any changes tothe Support
Services and Solutions that it deems necessary or useful to: (a) maintain or enhance the quality or delivery
ofCentna|Squaro 's een/ioee to its cuotomero, the competitive strength of or market for Centna|5quare 'm
services, or the Support Services' cost efficiency or performance; or (b) to comply with applicable law.
Without limiting the foregoing, either Party may, atany time during the Term, request inwriting 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 ineither a Centna|Bquana issued Add -On Quote signed bythe Customer,
or a written change order or amendment to this agreement signed by both parties.
5.10. Subcontractors. Contna|Square may from time to time in its discretion engage third parties to perform
Professional Services orSupport Services (eoch.o"Gubcontnsctor').
5.11. Security Measures.TheSo|uUonmnyoontsinhachno|ogico|measuresdesignedtopnsventuneuthoriznd
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 berms of this Agreement and enforce
Centra|Squore 'o righba, including all Intellectual Property RiQhto, in and tothe Solution; (b) Centra|Squane
may deny any individual access to and/or use of the Solution ifCentna|Squone . in its reasonable
diuuretion, 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 (o) Centns|Squon*
may co||eot, maintain, procaos, use and disclose tanhnioa|, 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 Parson to, access oruse 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:
8.1. copy, modifv, or create derivative works or improvements of the SV|utions, or rent, lease, lend, oe||,
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, orother technology orservice;
6.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access
to the source code of the So|utiona, in whole or in part
6.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other
than by an Authorized User through the use of his or her own then valid access;
6.4. input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information
or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code;
6.5. damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the
Centna|Square Systema. or Centos|Squere 's provision of services to any third'porty, in whole or in port;
6.6. remove, de|ete, a|ter, or obscure any trademarks, Specifioadona. Documantation, wmrnenties, or
disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices
from any Documentation or Solutions, including any copy thereof;
6.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise
violates any |nhaUeotue| Property Right orother right ofany thind-pady. nrthat violates any applicable law;
6.8. access or use the Solutions for purposes of competitive analysis of the So|utiono, the development,
provision, or use of a competing software service or product or any other purpose that is to CentralSquare
'sdetriment orcommercial disadvantage orotherwise access oruse the Solutions beyond the scope of
the authorization granted under this Section.
7. Customer Obligations.
7.1. Customer Systems and Cooperation. Customer shall at all times during the Te/m: (a) met up, montan,
and operate in good repair all Customer Systems on or through which the Solutions are accessed or
used; (b) provide Cantna|Square Personnel with such access to Customer's premises and Customer
Systems as is necessary forCenina|Square 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.
72. Effect of Customer Failure or Delay. Cantna|Squane is not responsible or liable for any unreasonable
delay or failure of performance caused in whole or in part by Customer's delay in performing, or failure to
perform, any ofits obligations under this Agreement.
7.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited
by Section 6, Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable
and lawful measures within their respective control that are necessary to stop the activity or threatened
activity and to mitigate its effects (inc|udinQ, where app|ioab|e, by discontinuing and preventing any
unauthorized ncoeae to the Solutions and permanently erasing from their systems and destroying any
data towhich any ofthem gained unauthorized acceeo); and (b)notify Centra|Squere ofany such actual
or threatened activity.
8. Professional Services.
81. Compliance with Customer Policies. While CentralSquare Personnel are performing services at
Customer's site, Cenbn|Squere will ensure that such personnel comply with Customer's reasonable
security procedures and site policies that are generally applicable to Customer's other suppliers providing
similar services and that have been provided toCentna|Squane inwriting urinadvance. Customer shall
promptly reimburse Centna|8quaxa for any out-of-pocket costs incurred in complying with such
procedures and policies.
8.2. Contributed Material. In the pnoouua ofCentra|Squore 'o performing Professional Services, Customer
may, from time totime, provide Centra|Squana with deaigno, p|ana, or specifications, improvements'
works orother material for inclusion in, or making modifications to, the Solutions, the Documentation or
any other deliverables ("Contributed Material"). Customer grants to Centro|Squane a nonexo|ueive,
imavocob|e, perpetual, transferable riOht, without the payment ofany royalties urother compensation of
any kind and without the right of attribution. for Centra|Squon* . Contna|Square 's Affiliates and
CentralSquare 's licensees to make, use, sell and create derivative works of the Contributed Material.
Information.ConfidentialitV. Confidential 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
p|ona, speoifinadons, equipment designo, electronic configurations, design infonnoUon, product architecture
a|gohthms, quality assurance plans, inventions (whether or not the subject of pending patent app|ioations),
ideas, discoveries, formulae, models, nequiremonta, atandardo, trade and manufacturing secrets, drawings,
somp|*a, devices, demonotrotions, technical information, as well as any and all intellectual and industrial
property rights contained therein or in relation thereto. Centra|Squoresha|| own the copyrights, trade secrets,
patent rights and other proprietary rights in and may use without restriction hnovv|edgo, information, ideae,
methodm, knovv-how, and copyrightable expression learned or acquired. Confidential Information will be
disclosed either: (i) in writing and conspicuously marked with a restrictive legend identifying it as being a Party's
Confidential Information; or (ii) orally or visually and identified at the time of disclosure as Confidential
Information and subsequently confirmed in writing by the disclosing Party within fifteen (15) days after such
disclosure specifically identifying that portion of information that is Confidential Information. Customer shall not
sell, transfer, publish, disclose or otherwise make available any portion of the Software or its associated
documentation to others. Customer shall use its reasonable best efforts to cooperate with and assist
CentralSquare in identifying and preventing any unauthorized use, copying or disclosure of the Software or any
portion thereof or any of the algorithms or logic contained therein or any other deliverables.
9.1. Compelled Disclosures. If the either Party or any of its Representatives is compelled by applicable law to
disclose any Confidential Information then, to the extent permitted by law, that Party shall: (a) promptly,
and prior to such disclosure, notify the other Party in writing of such requirement so that they can seek a
protective order or other remedy or waive its rights under Section .3; and (b) provide reasonable
assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other
limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and
assistance required under this Section, the Receiving Party remains required by law to disclose any
Confidential Information, the Receiving Party shall disclose only that portion of the Confidential
Information that the Receiving Party is legally required to disclose.
9.2. Upon expiration or termination of this Agreement, or upon demand by CentralSquare, Customer shall (i)
return to CentralSquare all copies of CentralSquare's Confidential Information in Customer's possession
or under CentralSquare's control, or (ii) destroy all copies of CentralSquare's Confidential Information in
Customer's possession and so certify such destruction to CentralSquare in writing. Notwithstanding the
foregoing, Customer may retain data or records in electronic form containing Confidential Information for
the purposes of backup, recovery, contingency planning, or business continuity planning, so long as such
data or records, to the extent not permanently deleted or overwritten in the ordinary course of business,
are not accessible in the ordinary course of business and are not accessed except as required by
Customer only for backup, recovery, contingency planning, or business continuity purposes.
10. Security.
10.1. CentralSquare will implement commercially reasonable administrative, technical and physical
safeguards designed to ensure the security and confidentiality of Customer Data, protect against any
anticipated threats or hazards to the security or integrity of Customer Data, and protect against
unauthorized access or use of Customer Data. CentralSquare will review and test such safeguards on
no less than an annual basis.
10.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical and
procedural access controls and system security requirements and devices, necessary for data privacy,
confidentiality, integrity, authorization, authentication and non -repudiation and virus detection and
eradication.
10.3. To the extent that Authorized Users are permitted to have access to the Solutions, Customer shall
maintain agreements with such Authorized Users that adequately protect the confidentiality and
Intellectual Property Rights of CentralSquare in the Solutions and Documentation, and disclaim any
liability or responsibility of CentralSquare with respect to such Authorized Users.
11. Personal Data. If CentralSquare processes or otherwise has access to any personal data or personal
information on Customer's behalf when performing CentralSquare 's obligations under this Agreement, then:
11.1. Customer shall be the data controller (where "data controller" means an entity which alone or jointly with
others determines purposes for which and the manner in which any personal data are, or are to be,
processed) and CentralSquare shall be a data processor (where "data processor" means an entity
which processes the data only on behalf of the data controller and not for any purposes of its own);
11.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant
personal data or personal information to CentralSquare so that CentralSquare may lawfully use, process
and transfer the personal data and personal information in accordance with this Agreement on
Customer's behalf, which may include CentralSquare processing and transferring the relevant personal
data or personal information outside the country where Customer and the Authorized Users are located
in order for CentralSquare to provide the Solutions and perform its other obligations under this
Agreement; and
11.3. CentralSquare shall process personal data and information only in accordance with lawful and
reasonable written instructions given by Customer and as set out in and in accordance with the terms of
this Agreement; and
11.4. each Party shall take appropriate technical and organizational measures against unauthorized or unlawful
processing of the personal data and personal information or its accidental loss, destruction or damage so
that, having regard to the state of technological development and the cost of implementing any measures,
the measures taken ensure a level of security appropriate to the harm that might result from such
unauthorized or unlawful processing or accidental loss, destruction or damage in relation to the personal
data and personal information and the nature of the personal data and personal information being
protected. If necessary, the parties will cooperate to document these measures taken.
12. Representations and Warranties.
12.1. LIMITED WARRANTY. CentralSquare warrants that it owns or otherwise has the rights in the Software
and has the right to license the Software as described in this Agreement. CentralSquare further warrants
and represents that the CentralSquare Software does not contain any "back door", "time bomb", "Trojan
horse", "worm", "drop dead device" or other program routine or hardware device inserted and intended
by CentralSquare to provide a means of unauthorized access to, or a means of disabling or erasing any
computer program or data, or otherwise disabling the CentralSquare Software. Nothing herein shall be
deemed to constitute a warranty against viruses. The provisions of section and its subsections below,
shall constitute the agreement of the Parties with respect to viruses. Customer's sole remedy with respect
to the foregoing warranty shall be to receive an Update to the CentralSquare Software that does not
contain any of the above-described routines or devices.
12.2. DISCLAIMER OF WARRANTY. EXCEPT FOR THE EXPRESS LIMITED WARRANTY SET FORTH
ABOVE, CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR
IMPLIED, WITH REGARD TO THE SOLUTIONS, PROFESSIONAL SERVICES, SUPPORT
SERVICES, AND/OR ANY OTHER MATTER RELATING TO THIS AGREEMENT, AND THAT
CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER EXPRESS, IMPLIED,
STATUTORY, OR OTHER, INCLUDING ALL WARRANTIES ARISING FROM COURSE OF DEALING,
USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -
INFRINGEMENT. FURTHER, CENTRALSQUARE EXPRESSLY DOES NOT WARRANT THAT A
SOLUTION, ANY CUSTOM MODIFICATION OR ANY IMPROVEMENTS WILL BE USABLE BY
CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN MODIFIED BY ANYONE
OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL OPERATE
WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE TO
THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD -PARTY
MATERIALS ARE PROVIDED "AS -IS" AND ANY REPRESENTATION OR WARANTY OF OR
CONCERNING ANY OF THEM IS STRICTLY BETWEEN CUSTOMER AND THE THIRD -PARTY
OWNER. THIS AGREEMENT DOES NOT AMEND, OR MODIFY CENTRALSQUARE'S WARRANTY
UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS, OR RESTRICTIONS THEREOF.
13. Notices. All notices and other communications required or permitted under this Agreement must be in writing
and will be deemed given when delivered personally, sent by United States registered or certified mail, return
receipt requested; transmitted by facsimile or email confirmed by United States first class mail, or sent by
overnight courier. Notices must be sent to a Party at its address shown below, or to such other place as the
Party may subsequently designate for its receipt of notices in writing by the other Party.
If to CentralSquare
CentralSquare : 1000 Business Center Dr.
Lake Mary, FL 32746
Phone: 407-304-3235 email: info .CentralSquare .com
Attention: Senior Counsel / Contracts Department
If to Customer: City of Sanford, FL
300 N. Park Avenue
Sanford , FL 32771
Phone: * 407.688.5000 ext 5030 email: purchasing@sanfordfl.gov
Attention: *City Marisol Ordonez, Purchasing Manager
14. Force Majeure. Neither Party shall be responsible for failure to fulfill its obligations hereunder or liable for
damages resulting from delay inperformance osaresult ofwar, fire, strike, riot orinsurrection, natural disaster,
delay of carriers, governmental order or negu|odon, complete or porUo| 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 ofcauses beyond the reasonable control of such subcontractor orvendor, the acts or omissions of
the other Porty, or its officera, direchore, employees, agento, 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 orae otherwise reasonably necessary
tmcompensate for such delay.
15. Indemnification.
151. CentralSquare Indemnification. CentnslSquero shall indemnify, dofond, and hold harmless Customer
from any and all claims, lawsuits or liability, including attorneys' fees and costs, allegedly arising out of,
inconnection with, orincident toany loss, damage orinjury topereonsorpnopertyormhaingeo|e|yhnm
a wrongful or negligent act, error oromission ofContns|Squon*. its emp|oyees, ogenbs, contraobom, or
any subcontractor as a result ofCentna|Squara's or any subcontractor's performance pursuant to this
Agreement; however, Centna|Square shall not be required to indemnify Customer for any claims or
actions caused to the extent of the negligence or wrongful act of Cusbomer, its emp|oyees, 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,
Contna|Squere'a obligations under this provision shall be reduced to the extent of such actions or
omissions based upon the principle ofcomparative fault.
16. Termination. This Agreement may be terminated:
16.1. For cause by either Pady, effective on vvrdbsn notice to the other party, if the other Party materially
breaches this Agreement and: (i) is incapable of cure; or (ii) being capable of cure, remains uncured thirty
(30) days after the non -breaching Party provides the breaching Party with written notice of such breach.
16.2. For lack of payment by written notice to Cushnmer, if Customer's failure to pay amounts due under this
Agreement has continued more than ninety (QO)days after delivery ofwritten notice ofnon-payment.
17. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:
17.1. Upon the expiration orearlier termination of this Agreement, each Party shall continue to hold such
Confidential Information inconfidence pursuant toSection Q;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 oftermination ofthis 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 Porty, which consent will not be
unreasonably withheld; provided however, that in the event of merger or acquisition of all or substantially all
ofCentns|Squane'a assets, Centro|Squana may assign this Agreement to an entity ready, willing and able to
perform Centna|Squono'aexeoutory obligations hereunder, as evidenced by an express written assumption of
the obligations hereunder bythe assignee.
19. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement, including
the breach, iernoinotion, or validity thereof, shall be resolved by final and binding arbitration.
19.1. Exclusive Dispute Resolution Mechanism.The Parties agree horesolve any dispute, contnovensy, 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.
19.2. Good Faith Negotiations. The Parties agree to send written notice to the other Party of any Dispute
("Dispute Notice"). After the other Party receives the Dispute Notice, the parties agree to undertake good
faith negotiation between themselves to resolve the Dispute. Each Party shall be responsible for its
associated travel costs. The parties agree to attend no fewer than three negotiation sessions attended
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 must initiate mediation under Section 1Q.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. 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, subject to Florida Sunshine laws. 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 Resort. If the Parties cannot resolve a Dispute through mediation, then
once an impasse is issued by the mediator either Party must commence binding arbitration in accordance
with the provisions of 19.7 and 19.8.
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 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. The Parties agree that judgment may be entered upon the
award by any court having jurisdiction.
20. Waiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to
be a waiver of the right of such Party thereafter to enforce such provisions. If any provision of this Agreement
is found to be unenforceable, that provision will be enforced to the maximum extent possible, and the validity,
legality and enforceability of the remaining provisions will not in any way be affected or impaired thereby.
21. LIABILITY. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY, AND
REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT,
NEGLIGENCE, OR OTHERWISE:
21.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT,
INCIDENTAL, PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY
KIND, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR LOSSES OF PROFIT,
REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, REPUTATION, AND MORE
GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF
WHETHER SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND
NATURALLY FROM THE INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF
WHETHER SUCH LOSSES ARE FORESEEABLE OR WHETHER EITHER PARTY HAS BEEN
ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND
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.
22. Third -Party Materials. CentralSquare may from time to time, in its discretion engage third parties to perform
services, provide software, or provide equipment. Customer acknowledges and agrees CentralSquare provides
front-line support services for third parties, but these third parties assume all responsibility and liability in
connection with the third -party software, equipment, or related services. CentralSquare is not authorized to
make any representations or warranties that are binding upon the third -party or to engage in any other acts that
are binding upon the third -party, excepting specifically that CentralSquare is authorized to represent third -party
fees in the Agreement and to accept payment of such amounts from Customer on behalf of the third -party for
as long as such third -party authorizes Contra|Souana to do so As o condition precedent to installing or
accessing any third -party W1ahyha|s. Customer may berequired toexecute ao|iok'through. shrink-wrap End
User License Agreement (EULA) or similar agreement provided by the Third -Party Materials provider. All third -
party materials are provided ^aa'is" and any representation or warranty concerning them is strictly between
Customer and the third -party.
23. Entire J\Qneornunt. This Agroement, and any Exhibits specifically incorporated therein by refenenoe,
constitutes the entire agreement between the Parties with respect tothe 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 awriUnQ subscribed to by authorized representatives of both
Parties.
24. No Third -Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective
successors and permitted assigns and nothing henein, express or implied, is intended to or shall confer on any
other person any legal or equitable right, benefit, or remedy of any nature under or by reason of this Agreement.
25. Counterparts. This Agreement may be executed in several oounterparte, each of which when so executed
shall bodeemed to be an origina|, 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 orother electronic means including, without limitation, Donusign. Tagged Image Format Files (TIFF),
orPortable Document Format (POF).
26. Material Adverse Change. If any Law. Regulatory Approva|, applicable standard. process. OEM requirement
imchanged orcomes into force after the Effective Date, including but not limited to PCI standards (collectively,
o"Material Adverse Chonye'').which isnot explicitly addressed within this Agreement and results insignificant
extra costs for either Party in relation to the performance of this Agreement. both Parties ahe|| promptly meet'
discuss in good faith, and agree upon reducing the teohnioa|, opeoationa|, and/or commercial impact of such
Material Adverse Change.
27. Cooperative Purchases. This Contract may be used by other government agencies. Cantna|Square 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 Centna|Squara 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 opecificmiione, de|ivery, payment, or any other aspect ofpurchases
bysuch agencies.
ZQ. Public Records. |FTHE CONTRACTOR/VENDOR HAS QUESTIONS REGARDING THE APPLICATION
OF CHAPTER 119, FLORIDA STATUTES, TO THE CONTRACTOR'S (VENDOR'S) DUTY TO PROVIDE
PUBLIC RECORDS RELATING TOTHIS CONTRACT, CONTACT THE CUSTODIAN C}FPUBLIC RECORDS
AT(4D7)6QD-5O12,TR4C|HOU[H|0,CITY CLERK, MMC, F[R&0,CITY [JFS/\NFORD,CITY HALL, 3OD
NORTH PARK AVENUE, SANFORD,FLORIDA 32771, .
(||). In order to comply with Section 119.0701, Florida Statutes, public records laws, the Vendor
must:
(A). Keep and maintain public records that ordinarily and necessarily would be required by the City
inorder 10perform the service.
(B). Provide the public with access to public records on the same terms and conditions that the City
would provide the records and at a cost that does not exceed the cost provided in Chapter 119,
Florida Statutes, orasotherwise provided bylaw.
(C). Ensure that public records that are exempt or confidential and exempt from public records
disclosure requirements are not disclosed except as authorized by law.
(D). Meet all requirements for retaining public records and transfer, at no cost, to the City all public
records in possession of the Vendor upon termination of the contract and destroy any duplicate
public records that are exempt or confidential and exempt from public records disclosure
requirements. All records stored electronically must be provided to the City in oformat that is
compatible with the information technology systems ofthe City.
(111). If the Vendor does not comply with a public records request, the City shall enforce the contract
provisions inaccordance with this Agreement.
(K). Failure by the Vendor to grant such public access and comply with public records
requests shall be grounds for immediate unilateral cancellation of this Agreement by the City. The
Vendor shall promptly provide the City with a copy of any request to inspect or copy public records
in possession of the Vendor and shall promptly provide the City with a copy of the Vendor's
response toeach such request.
29. Order ofPrecedence.
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:
2Q.1.1.City ofSanford Terms and Conditions
291.2. Agreement.
2913. Exhibits
291.4. Purchase Order.
29.2. Incorporated Exhibitstothia Agreement
Exhibit 1 — Project Cost Summary
Exhibit 2- Maintenance & Support Standards
Exhibit 3—Travel Expense Guidelines
Exhibit 4—Insurance Requirements
Proiect Cost Summary
PRODUCT NAME QUANTITY UNIT PRICE TOTAL
Enterprise Asset Management Eunde - S3aS 1 45,500.00 45.50t'1.00
Subscriotion
Asset Management • Dig Alert Solution Basic OM O.Co
Annua6 Subscription Fee
Asset Management - Dig Alert SoWtion Plus 0.00 0.00
Annual Subscripbon Fee
Software Total 45.500.00 USD
Public-, Administration ConsuTVng Services - Fixed Fee
Public Acirmnistration: Development Services - Fixed Fee
Public Administration Technical Services - Fixed Fee
Public Administration Project Management Services - Fixed Fee
Public Administration Training Services - Fixed Fee
Asset Management - Assets Contract Startup Fee
PAYMENT TERMS:
TOTAL
33.120.00
11,520.00
38,000.00
M000,00
21,600.00
10,000.00
Services Total 131.140.001. USD
Software Subtotal 45,500W USO
Services Subtotal 131,140.00 USD
1. Start-up fees: Contract start up fees ($10,000) will be invoiced within thirty (30) days of
execution of this Amendment.
2. Subscription fee: The Subscription Fee for the first year of Enterprise Asset Management
shall be invoiced upon Go Live of the new Enterprise Asset Management (formerly Lucity)
bundle. The subscription fee for any renewal terms shall be invoiced for the full year, in
advance, on the anniversary of the Go Live date of this Amendment. Subscription Fees for
subsequent years are subject to an annual increase not to exceed 5% annually.
3. Annual Support and Maintenance: Annual Support and Maintenance for your existing
NaviLine licensed products will continue to be due on the current renewal dates. Annual
Support and Maintenance Fees for subsequent years are subject to an annual increase not
to exceed 5% annually.
4. Professional Services: Professional services are due as incurred and invoiced regularly.
5. Travel & Living. fees: Travel and Living -fees will be billed as incurred and invoiced
monthly.
Note: Pricing for Professional Services is a good faith estimate based on the information available to CentralSquare at the time of execution 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.
EXHIBIT
Support Standards
1. CentralSquare Cloud Security Program
1.1� Logical access restrictions
include VLANdata segregation, extensive deny-by-
defeu|L access control lists, and Multi -Factor
authentication required for System Administration.
Business continuity iaprioritized via daily encrypted
backup stored nffsite, virtual tape backup
technology to counter loss of physical media, and
full replication to disaster recovery site, with
redundancy enavailability through multiple carriers.
1.2, SSL and |PSECVPN with
256 bit encryption, web application firewalls, multi-
layered infrastructure model with recorded internal
and external CCTV, card access control, best of
breed HVAC/fire suppression/physical necurity,
and backed by24'7x3G5 monitoring byastaffed
operations facility for Intrusion detection &
prevention, DDOS midOotion, and automated
network incident creation and escalation.
1.3. third -party internal,
external, perimeter vulnerability and penetration
testing. Centrally managed patching, DShardening
pnognam, and endpoint protection on all servers.
Industry standard compliance includes annual
completion of: SSAE18/|SAE Data Center Audit.
SSAE18 Operations Audit. PCI -DSS Compliance
Audit, Vulnerability Testing & CVSS Audit' and
Control Self -Assessment Audit.
2. Service Level Commitments
21. Ta[geL In each Service Pahod, the target for availability of the Solutions is 99.996 ("Availability Target").
"Service Period" means 24 hours per day Monday through Sunday each calendar month that Customer
receives the Solutions, excluding Sundays between 12:00 AM and 12:00 PM Eastern Time for scheduled
maintenance. During this time. Customers may experience intermittent interruptions. Centna|Square will
make commercially reasonable efforts ho minimize the frequency and duration ofthese interruptions and
CentralSquare will notify the Customer if the entire maintenance window will be required.
2.2. Support Terms. Beginning on the Execution Date and continuing for twelve (12) months thereafter ("|nitia|
Support Term"), Centra|Squere shall provide the ongoing Support Services described herein for the
corresponding Fees outlined in Exhibit 1. Upon expiration of the Initial Support Term, ongoing Support
Services shall automatically ranaw, with customer paying for additional annual support periods, each a
("Renewal Support Term"). This nanevve| will continue until termination of this Agreement provided that.
Centns|Square shall not give notice of termination if it would be effective prior to a period equal to two times
the Agreement's Initial Term.
2.3. Measurement. Service availability is measured as the total time that the Solutions are available during each
applied tothe production environment, and the points ofmeasurement for all monitoring shall bethe servers
and the Internet connections at Centra|Squona 's hosted environment. Centra|8quena has technology
monitoring, moasuhnO, and recording Service Availability. The Customer, ottheir discretion, may also employ
monitoring too|s, not to override Centna|Squaro 'm measurements for the purposes of calculating Service
Availability. Additionally, the use must be:
2.3.1.1.mutually agreed upon bvCentreSouare and the Customer.
2.3.1.2. paid, installed and maintained by the Customer.
2.3.1.3. non-invasive and may not reside on Centna|Squans's systems.
2.4. Calculation. Service Availability for ogiven month shall be oa|ou|ahsd using the following calculation:
2.4.1.The total number ofminutes which the service was NOT available in o 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 ofminutes available in the given month.
2.42Service Availability Targets are subject tnchange due bothe variance ufthe number ofdays inomonth.
2.4.3.The total number of minutes which the service was NOT available in o given month shall exclude
minutes associated with scheduled oremergency maintenance.
2.5. RemedV. If the Service Period target measurement is not met then the Customer shall be entitled to a credit
calculated as follows:
2.6. If not directly reported by Centra|Squans . Credit entitlement must be requested by the Customer within sixty
(60) days of the failed Target. Customer shall not be entitled to offset any monthly Solutions fee payments, nor
withhold fee poymentn, on account ofa pending credit. Customer shall not be eligible for credits for any period
where Customer is more than thirty (30) days past due on their account. CentralSquare will provide reporting,
showing performance and service levels.
3. Server Performance & Capacity.
31.Centra|Square shall provide sufficient server capacity for the duration of this hosting Agreement to meet the
reasonable performance requirements for the number of concurrent system users provided for in this
Agreement. If the Customer naqueshs, at some later doba' to odd additional So|utions, increase user |imenaen,
increase storage urprocessing requirements, and/or request additional environmenta, these requests will be
evaluated and if additional resources are required to support modifications, additional fees may apply.
3.2. "In -network" is defined as any point between which the data packet enters the CentralSquare environment and
subsequently departs the Centra|Squona environment. Any point of communications outside of the
Centna|Squara protected network environment shall be deemed as "out -of -network." Centna|Squons is not
responsible for Internet connectivity and/or performance out -of -network.
4. System Maintenance.
4.1. Solutions maintenance and upgrades. CentrelSquare will provide all hosted systems and network maintenance
as deemed appropriate and necessary by Centra|Squana. K4oinhsnanma and upgrades will be scheduled in
advance with the Customer's primary contact if they fall outside of the designated hours set aside for this
function ofSundays from 12:OOAyNto12:OOPM.
4.2. Hardware maintenance and upgrades. Hardware maintenance and upgrades will beperformed outside ofthe
Customer's standard business hours of operation and the Customer will be notified prior to the upgrade.
4.3. EmergencV maintenance. Emergency situations will be handled on a case-by-case basis in such a manner as
to cause the least possible disruption to overall system operations and availability without negatively affecting
system stability and integrity. Centra|Squanywill attempt tonotify the Customer promptly, however ifnocontact
can be mede. Centra|Squona management may deem it necessary to move forward with the emergency
maintenance.
5. Incident Response. Incidents are defined as interruptions to existing service and can range in priority from urgent
to low depending on the impact to the Customer. CentralSquare will make commercially reasonable efforts to
respond to Solutions incidents for live production systems using the following guidelines:
5.1. Measurement. CentralSquare shall track and report on response and resolution time for application and hosting
support issues identified by the Customer.
6. Disaster Recovery. CentralSquare provides disaster recovery services for Solutions. The costs for these disaster
recovery services are included in the monthly fees. In the event that a disaster renders the Customer's data center
is inaccessible or rendered non-functional, CentralSquare will provide the ability to connect to the appropriate data
center using software provided by CentralSquare . This will allow the Customer to connect to their systems from a
remote site to the previously identified critical functions, however functionality may be diminished due to lack of
access to hardware and/or software located in the Customer's facilities.
7. Exceptions. CentralSquare shall not be responsible for failure to carry out its service and maintenance obligations
under this Agreement if the failure is caused by adverse impact due to:
7.1. defectiveness of the Customer's environment, Customer's systems, or due to Customer corrupt, incomplete, or
inaccurate data reported to the Solutions, or documented Defect.
7.2. denial of reasonable access to Customer's system or premises preventing CentralSquare from addressing the
issue.
7.3. material changes made to the usage of the Solutions by Customer where CentralSquare has not agreed to
such changes in advance and in writing or the modification or alteration, in any way, by Customer or its
subcontractors, of communications links necessary to the proper performance of the Solutions.
7.4. a force majeure event, or the negligence, intentional acts, or omissions of Customer or its agents.
8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For
critical impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved.
9. Service Requests. Service requests are new requests that will take less than 8 hours to accomplish. For new
requests that require additional time, CentralSquare will prioritize these requests, and determine if extra time is
needed to order equipment or software.
10. Non -Production Environments. CentralSquare will make commercially reasonable efforts to provide non-
production environment(s) during Customer business hours. Non -production environments are not included under
the metrics or service credit schedules discussed in this Exhibit.
10.1. Maintenance. All forms of maintenance to be performed on non -production environments will follow the exact
structure and schedules outlined above in Section 3 for regular System Maintenance.
10.2.Incidents and service requests. Non -production environment incidents are considered priority 3 or 4, dictated
by circumstances and will be prioritized and scheduled similar to production service requests.
,i to
� . ,
1
Urgent
An Incident that results in loss of Customer
CentralSquare will
95%
connectivity to all of the Solutions or results
respond within 1 hour
in loss, corruption or damage to
of the issue being
Customer's Data.
reported.
2
Critical
An Incident that has an adverse material
CentralSquare will
95%
impact on the performance of the Solutions
respond within 2 hour
or materially restricts Customer's day -to-
of the issue being
daV operations.
re orted.
3
Non -Critical
An Incident that does not result in a failure
CentralSquare will
95%
of the Solutions but a fault exists that
respond within 4 hour
restricts the Customer's use of the
of the issue being
Solutions.
reported.
4
Minor
An Incident that does not affect or which
CentralSquare will
95%
has minimal adverse impact on the use of
respond within 24
the Solutions.
hours of the issue
being reported.
5.1. Measurement. CentralSquare shall track and report on response and resolution time for application and hosting
support issues identified by the Customer.
6. Disaster Recovery. CentralSquare provides disaster recovery services for Solutions. The costs for these disaster
recovery services are included in the monthly fees. In the event that a disaster renders the Customer's data center
is inaccessible or rendered non-functional, CentralSquare will provide the ability to connect to the appropriate data
center using software provided by CentralSquare . This will allow the Customer to connect to their systems from a
remote site to the previously identified critical functions, however functionality may be diminished due to lack of
access to hardware and/or software located in the Customer's facilities.
7. Exceptions. CentralSquare shall not be responsible for failure to carry out its service and maintenance obligations
under this Agreement if the failure is caused by adverse impact due to:
7.1. defectiveness of the Customer's environment, Customer's systems, or due to Customer corrupt, incomplete, or
inaccurate data reported to the Solutions, or documented Defect.
7.2. denial of reasonable access to Customer's system or premises preventing CentralSquare from addressing the
issue.
7.3. material changes made to the usage of the Solutions by Customer where CentralSquare has not agreed to
such changes in advance and in writing or the modification or alteration, in any way, by Customer or its
subcontractors, of communications links necessary to the proper performance of the Solutions.
7.4. a force majeure event, or the negligence, intentional acts, or omissions of Customer or its agents.
8. Incident Resolution. Actual response times and resolutions may vary due to issue complexity and priority. For
critical impact level and above, CentralSquare provides a continuous resolution effort until the issue is resolved.
9. Service Requests. Service requests are new requests that will take less than 8 hours to accomplish. For new
requests that require additional time, CentralSquare will prioritize these requests, and determine if extra time is
needed to order equipment or software.
10. Non -Production Environments. CentralSquare will make commercially reasonable efforts to provide non-
production environment(s) during Customer business hours. Non -production environments are not included under
the metrics or service credit schedules discussed in this Exhibit.
10.1. Maintenance. All forms of maintenance to be performed on non -production environments will follow the exact
structure and schedules outlined above in Section 3 for regular System Maintenance.
10.2.Incidents and service requests. Non -production environment incidents are considered priority 3 or 4, dictated
by circumstances and will be prioritized and scheduled similar to production service requests.
11. Responsibility Summary Matrix.
Responsibility Summary Matrix
Description
CentralSquare
Responsibility
Customer
Responsibility
ASP Server Hardware management
X
ASP Server File system management
X
ASP Server OS upgrades and maintenance
X
ASP Database product upgrades and maintenance
X
ASP third -party product upgrades and maintenance
X
Application Update Installation
Request to install application updates
X
Installation of application updates
X
ASP Backup Management
X
Data and or File restoration
Request to restore data and or files
X
Restoration of data and or files
X
Network
ASP Network up to and including the router at CentralSquare 's
location
X
ASP Router at Customer's location
X
Customer's network up to the router at Customer's location
X
Customer Workstations
X
System Performance
X
X
Add/Change users
User add/change requests
X
User add/change implementation for System Access
X
User add/change implementation for Solutions
X
Add/Chan e Printers
Printer add/change implementation on ASP network
X
Printer add/change implementation for Solutions
X
Disaster Recovery
X
Password Management
X
X
Application Management
Application Configuration
X
Application Security
X
-Management
Accuracy and Control of Data
X
Security
Intrusion and Penetration Testing
X
12. Virtual Private Network (VPN) Concentrator. If Customer's desired system configuration requires the use of
VPN concentrator, including router, this will be provided by CentralSquare . It will reside at Customer's location but
is, and shall remain the property ofCentna|Square.
13. Customer Cooperation. Customer may beasked tnperform problem determination activities uosuggested by
Cantna|Squara . Problem determination activities may include capturing error messages, documenting steps taken
and collecting configuration information. Customer may also be requested to perform resolution activities including,
for example, modification mfprocesses. Customer agrees hocooperate with such requests, ifreasonable.
14. Training. Outside the scope of training services purchased. if any, Customer is responsible for the training and
organization ofits staff inthe operation ofthe Solutions.
15. Development Work. The Support Standards do not include development work either (i) on software not licensed
from Centna|Squans or (ii) development work for enhancements or features that are outside the documented
functionality of the So|utione, except such work as may be specifically purchased and outlined in Exhibit 1.
Centoa|Squana retains all Intellectual Property Rights in development work performed and Customer may request
consulting and development work from Centra|Squana aeaseparate billable service.
16. Telephone Support & Support Portal
1G1.Hours. Centra|Squora shall provide toCustomer, Monday through Friday, O:OOA.M.tn5:OOP.W1. Customer's
Local Time within the continental United Sbahes, excluding holidays ("5x0^). Centna|Squone ahoU provide to
Customer, during the Support Hours, commercially reasonable efforts in solving errors reported by the Customer
as well as making available an online support portal. Customer shall provide to Centna|Square reasonably
detailed documentation and explanation, together with underlying data, to substantiate errors and to assist
Centns|Squana in its efforts to diognmse, reproduce and correct the ennc This support shall be provided by
Centru|Square at Customer location(s) if and when Centna|Square and Customer agree that on-site services
are necessary todiagnose orresolve the problem. |fareported error did not, infact, exist orwas not attributable
to a defect in the Solutions or an act or omission of CentralSquare I then Customer shall pay for CentralSquare
's investigation and related services at Cmntna|Squere 'e standard professional services rates. Customer must
provide Centra|Squana with such feci|ities, equipment and support as are reasonably necessary for
Cantra|Square to perform its obligations under this Agreement, including remote 000esa to the Specified
Configuration
16.2.Rdeases. Customer shall promptly install and/or use any Release provided by Centre|Squan* to avoid or
mitigate mperformance problem orinfringement claim. All modifications, revisions and updates tothe Solutions
oho|| be furnished by means of new Releases of the Solutions and shall be accompanied by updates to the
Documentation whenever Centra|Square determines, inits sole discretion, that such updates are necessary.
16.3. . Measured from the momenta Case number is created. As used herein m ''Came number" is
created when a)eCmntna|Square support representative has been directly contacted byCustomer either by
phnne, in person, or through Cenba|Square 's online support poda|, and b) when Centro|Square 's support
representative assigns a case number and conveys that case number to the Customer.
EXHIBIT
Travel Expense Guidelines
CentralSquare will adhere to the following guidelines when incurring travel expenses
All arrangements for travel are to be made through the Centm/lSquane Corporate Travel Agent unless
other arrangements have been made with the Customer and are documented in writing.
AIR TRAVEL —Centna|Squana will use the least expensive class of service available with a minimum of seven
(7) day, maximum of thirty (30) doy, advance purchase. Upon request, Centns|Squona shall provide the travel
itinerary osthe receipt for reimbursement ofthe airfare and any fees. Fees not listed onthe itinerary will require
a receipt for reimbursement.
Trips fewer than 250 miles round one 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.
L(]DG|NG—Centna|Squuna will use the most reasonable accommodations possible, dependent onthe city. All
movies, and phone/intennatcharges are not reimbursable.
RENTAL CAR — Compact or Intermediate cams will be required unless there are three or more Cantra|Squore
employees sharing the car in which case the use of a full size car is authorized. Gas iareimbursable however,
pre -paid gas purchases will not be authorized and all rental caro are to be returned with e full tank of gas. Upon
request, receipts for car rental and gas purchases will be submitted to Customer. Centra|Square shall decline all
rental car insurance offered by the oar rental agency as staff members will be covered under the Centra|Squans
auto insurance policy. Fines for traffic violations are not reimbursable expenses.
OTHERTRANSPORTAUON—Cmntra|Squone staff members are expected touse 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, necaipt(a)for the taxi
will besubmitted toCustomer. 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 inIRS guide|ines).
OTHER BUSINESS EXPENSEG— 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
orCompany Holiday and the hotel stay iefour nights ormore. Laundry charges must beincurred 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
toCustomer upon request for all ofthe aforementioned items.
MEALS — Standard per Diem. Subject to change due to cost of living.
EXHIBIT
Minimum Insurance Requirements
= Workers' Compensation, statutory limits, and Employer's Liability with limits no less than $1,000,000.
" Cnnmmuon:ie| General Liability insurance, covering bodily injury and property damage |iabi|hy, productu&
completed operations, with minimum limits $1,000,000 each occurrence for bodily injury and property
damage, $2.00O.00Ogeneral aggregate.
° Business Auto Liability insurance, covering any vehicle used by vendor in performance of work for
CentralSquare or around CentralSquare 's premises. Limits no less than $1,000,000 each accident.
" Cyber Liability Insurance, with limits not less than $2,000,000 per occurrence or claim, $2,000,000
aggregate. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by
Vendor in this agreement and shall include claims involving infringement of intellectual property,
infringement ofcopyright, trademark, trade dness, invasion of privacy vio|otions, information theft, damage to
or destruction of electronic informodon, release of private information, alteration of electronic infonnation,
extortion and network security. The policy shall provide coverage for breach response costs as well as
regulatory fines and penalties as well as credit monitoring expenses with limits sufficient to respond to these
EXHIBIT
City of Sanford, FLContract Terms for Services Procurement
The parties hereby adopt and incorporate the Contract Terms and Conditions for Services Procurement found
at with the following exceptions:
• VENDOR RESPONSIBILITIES (2)p.4- CentralSquare shall not be required to provide employee addresses
ordrivers' licenses.
w VENDOR RESPONSIBILITIES /5\p.4 -The parties agree that Centra|Square shall provide City Statement
ofWork outlining the services tobeperformed. implementation Services shall beprovided pursuant
to mutually agreed upon project schedule.
* PROPERTY OF THE CITY p.7- No transfer of ownership shall be incorporated under this Agreement. City
shall own all data input into the software and any reports generated through authorized use ofthe
software. All other documentation shall beowned byCentra|6quare.
* VENDOR'S PROVISION FOR SERVICES /2\p.8-Centra|Squareshall bethe sole provider ofthe SaaS
contained inthe Agreement
w VENDOR"S PROVISION FOR SERVICES (5)p.8- The parties agree that CentralSquare shall provide City a
Statement wfWork outlining the services tobeperformed. Implementation Services shall beprovided
pursuant toamutually agreed upon project schedule.
* TERM INATION/SUSPENSION OF AGREEMENT(3)p.14- In the event that either party desires to
terminate the Agreement for cause, it shall provide written notice to the other party outlining all
defects forming the basis of the termination for cause and shall give the non-performing party thirty
(30)days iocure any such stated items ofdefect ornon'performance.
Consent Item Attachments are
available in the City Clerk's Office
for review.
CITY OF
N IRD
F(I
FLORIDA
CITY COMMISSION MEMORANDUM 2:1.085
APRIL 12:, 2.'02;1 AGENDA
To: Honorable Mayor and Members of theCity Comm' sion
PREPARED BY: Traci Houchin, City Clerk, CMC, FCRM
SUBMITTED BY: Norton N. Bonaparte, Jr., City Manag �F7
SUBJECT: Consent Agenda
Approval of the consent agenda is requested.
WS_ RMX
Item No. 6.A -6.N
A. APPROVAL TO ENTER INTO THE REVISED SOFTWARE AGREEMENT WITH
CENTRALSQUARE TECHNOLOGIES, LLC, FOR THE CITY'S ENTERPRISE
RESOURCE PLANNING (ERP) SYSTEM (ORIGINALLY UNDER THE NAME
H. 7. E).
STRATEGIC PRIORITIES:
R Unify Downtown & the Waterfront
F] Promote the City's Distinct Culture
❑ Update Regulatory Framework
❑ Redevelop and Revitalize Disadvantaged Communities
SYNOPSIS:
Approval to enter the revised software agreement with CentralSquare Technologies, LLC, a
Delaware limited liability company, for the City's Enterprise Resource Planning (ERP) system.
FISCAL/STAFFING STATEMENT:
No additional financial impact will come from this agreement.
BACKGROUND:
CentralSquare Technologies, LLC, originally under the name of H.T.E., is the City's adopted
financial and management software. The City implemented this City-wide software program back
in 1988. Since then, the company has been bought out several times and this agreement is to
update the contract and recognize the new owners.
The software is the City's financial solution consisting of fiscal services (assets, accounting,
purchasing, cash receipts, budget, and payroll), human resources, and utilities. The new contract
will also allow for the use of the work order and asset management system that is specific for
public works and utilities.
LEGAL REview:
The Assistant City Attorney and the City's risk management personnel have been involved in the
review of the proposed contract. If the contract were intended only to recognize new owners, a
contract assignment would be effectual to handle solely that matter. If the contract were intended
to be updated, it is the view of the City Attorney that the protection of the contract rights of the
City would be the foremost concern and that goal would be best implemented with a contract that
contained all of the terms and conditions that the City requires from its vendors on a general and
routine basis. The new contract also provides for new services as noted above. The fact of the
matter is that the proposed vendor has a bargaining position that is superior to that of the City and
has imposed contractual terms and conditions that the City Attorney cannot recommend and which,
as to risk management and insurance matters, the City's risk management personnel cannot
recommend. This is particularly so given the fact that cybersecurity issues are highlighted in the
October, 2020 publication of the United States Department of Homeland Security entitled
"Homeland Threat Assessment".
There are an array of contractual terms and conditions that are problematic in the vendor -drafted
and proposed form of contract. Those items have been brought to the attention of City staff. In
sum, the most poignant of the issues, are the liability shifting provisions of the contract which shift
liability and responsibilities to the City side of the contract obligation as opposed to being set forth
on the vendor's side. The most precise example of this one-sided exculpatory provision is the
following provision which the vendor repeatedly refused to remove from the contract:
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.
Thus, if the City suffered catastrophic damages and the City had not "actually paid" the vendor
any sum during the prior 12 months, then the vendor would owe the City nothing. In that line of
thought, the provision of insurance can be of little value as an insurer will only be liable for the
liabilities of its insured. Accordingly, if the vendor had no dollar liability, then the insurer would
have no liability - - regardless of the amount of insurance being carried.
There is a provision in the proposed agreement that provides for priority of language when there
is a "conflict or inconsistency" between documents. However, that leaves to debate what those
terms mean and, to that end, the vendor has refused to remove language from its contract form
which should be removed if, indeed, the vendor's language was in conflict with or inconsistent
with the City's terms and conditions.
The above being said, the contract is not an illegal contract and it is a management decision as to
whether to accept the vendor's imposed terms and conditions which are adhesive and one-sided in
nature and effect. The financial impact in terms of the lack of vendor liability are, of course,
resultingly, not calculable.
RmommENDATiow
Staff recommends that the City Commission adopt and implement CentralSquare Technologies,
LLC's revised software agreement.
B. .APPROVE THE OVERRIDE OF' THE CITY'S PROCUREMENTS ACTIVJTY
PROTOCOL AND APPROVE THE PROPOSAL TO IMPLEMENT THE CENTRAL
SQUARE'S LUC17Y ASSET MANAGEMENT AND WORK GIRDER SOFTWARE
IN THE AMOUNT NOT TO EXCEED $176,6.40.
STRATEGIC PRIORITIES:
E] Unify Downtown & the Waterfront
n Promote the City's Distinct Culture
E] Update Regulatory Framework.
[] Redevelop and Revitalize Disadvantaged Communities
SYNOPSIS:
Approval of the proposal to implement Central Square's Lucity Asset Management and Work
Order Software in an amount of $176,640. is requested.
FISCAL/STAFFING STATEMENT:
The total cost as outlined in the scope of service will be $176,140. Funds are available in both the
Public Works and Utilities, and Leisure Services budgets.
BACKGROUND:
The City does not have a consistent asset management and work order management system. Public
Works and Utilities, and Leisure Services are collaborating on the City's software provider's
Central Square's solution, Lucity. The solution will help manage asset management inventories,
issue work orders and avoid unplanned replacements. It will help staff understand which physical
assets need repair, how the assets are performing, how long they will last and how much it costs
to replace or renew them. The GIS centric asset and work management software solution, shows
what is happening to assets in the City and helps us respond immediately to any issues. Central
Square's solution- Lucity is compatible with the City's AS400 software. In addition to the
software, the scope provides for project management, testing, deployment, consultant, technical,
data conversion and training services. The asset and work management software solution
integrates with our City's Enterprise Resource Planning (ERP) system and thus talks to the other
solutions already in place.
LEGAL REVIEW:
CentralSquare Technologies, LLC, a Delaware limited liability company, is the actual vendor as
to this proposed procurement. Another agenda item is on this City Commission agenda relative to
this vendor.
The documents submitted to the City by the vendor as to this proposed procurement state as
follows:
This Quote is not intended to constitute a binding agreement. The terms herein shall only be
effective once incorporated into a definitive written agreement with CentralSquare
Technologies (including its subsidiaries) containing other customary commercial terms and
signed by authorized representatives of both parties.
Moreover, if the City were to issue the vendor a City purchase order to implement this
procurement, the vendor has stated as follows and the City's standard contractual terms and
conditions are negated:
Customer's purchase order terms will be governed by the parties' existing mutually executed
agreement, or in the absence of such, are void and will have no legal effect.
Accordingly, the same comments that were inserted into the other agenda memorandum relating
to a procurement by the City from this vendor, as set forth below, are apparently applicable as the
vendor appears to intend that that contract control this procurement or that another vendor contract
form control this procurement:
"The Assistant City Attorney and the City's risk management personnel have been involved
in the review of the proposed contract. If the contract were intended only to recognize new
owners, a contract assignment would be effectual to handle solely that matter. If the contract
were intended to be updated, it is the view of the City Attorney that the protection of the
contract rights of the City would be the foremost concern and that goal would be best
implemented with a contract that contained all of the terms and conditions that the City
requires from its vendors on a general and routine basis. The new contract also provides for
new services as noted above. The fact of the matter is that the proposed vendor has a
bargaining position that is superior to that of the City and has imposed contractual terms and
conditions that the City Attorney cannot recommend and which, as to risk management and
insurance matters, the City's risk management personnel cannot recommend. This is
particularly so given the fact that cybersecurity issues are highlighted in the October, 2020
publication of the United States Department of Homeland Security entitled "Homeland
Threat Assessment".
There are an array of contractual terms and conditions that are problematic in the vendor -
drafted and proposed form of contract. Those items have been brought to the attention of
City staff. In sum, the most poignant of the issues, are the liability shifting provisions of the
contract which shift liability and responsibilities to the City side of the contract obligation
as opposed to being set forth on the vendor's side. The most precise example of this one-
sided exculpatory provision is the following provision which the vendor repeatedly refused
to remove from the contract:
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.
Thus, if the City suffered catastrophic damages and the City had not -'actually paid" the
vendor any sum during the prior 12 months, then the vendor would owe the City nothing. In
that line of thought, the provision of insurance can be of little value as an insurer will only
be liable for the liabilities of its insured. Accordingly, if the vendor had no dollar liability,
then the insurer would have no liability - - regardless of the amount of insurance being
carried.
There is a provision in the proposed agreement that provides for priority of language when
there is a "conflict or inconsistency" between documents. However, that leaves to debate
what those terms mean and, to that end, the vendor has refused to remove language from its
contract form which should be removed if, indeed, the vendor's language was in conflict
with or inconsistent with the City's terms and conditions.
The above being said, the contract is not an illegal contract and it is a management decision
as to whether to accept the vendor's imposed terms and conditions which are adhesive and
one-sided in nature and effect. The financial impact in terms of the lack of vendor liability
are, of course, resultingly, not calculable."
Additionally, the Assistant City Attorney is of the view that justification for the proposed sole
source procurement has not been adequately articulated. Procurement by noncompetitive
proposals, referred to as sole source procurement, is procurement through solicitation of a proposal
from only one source. A sole source justification is appropriate if only one supplier can provide a
needed product or service. This should be a rare occurrence. If the basis is that only one vendor
may provide software for the City's system, then the comments above are all the more salient.
The Assistant City Attorney has not edited any portion of this agenda memorandum and provides
just the legal review comments set forth above.
RECOMMENDATION:
Staff recommends that the City Commission override the City's procurements policies and
approve the proposal to implement Central Square's Lucity Asset Management and Work Order
Software in an amount not to exceed $176,640.
C. APPROVE THE PROCUREMENT TO CPN, INC. FIOR SURVEYING, DESIGN,
PERMITTING AND POST DESIGN SERVICES FOR THE GsEQRGETo wN STORM
SEWER /MPRovEMENTS FORM 8rH STREET To LAKE MONROE IN THE
AMOUNT NOT TO EXCEED $462, 455.
STRATEGIC PRIORITIES:
❑ Unify Downtown & the Waterfront
❑ Promote the City's Distinct Culture
❑ Update Regulatory Framework
❑ Redevelop and Revitalize Disadvantaged Communities
Approval of the procurement for services by CPH, Inc. in the amount of $462,455 for surveying,
design, permitting, and post design services for the Georgetown Storm Sewer Improvements
Project from 8`t' Street to Lake Monroe is requested.
FISCAL/STAFFING STATEMENT:
The procurement funding for the surveying, design, permitting, and post design services for the
Project is available from the Stormwater Utility Fund.
The Georgetown Storm Sewer Improvements Project from 8`h Street to Lake Monroe will result in
storm sewer system upgrades. The upgrades will include; new larger diameter storm sewer
pipeline, inlets, and manholes along 8`h Street, Bay Avenue, Willow Avenue, and Locust Avenue
between 8`h Street and the seawall at Lake Monroe in order to create a new parallel system to
supplement the existing undersized storm sewer system.
CPH, Inc. is the most qualified vendor to work on the Project. It is also on the City's preapproved
continuing services list and City staff has determined that the assignment of the work to CPH, Inc.,
and its award if sub -consultant work, is consistent with the Consultant's Competitive Negotiation
Act (CCNA) requirements. The attached scope of services, prepared by CPH, Inc. describes the
engineering services to be provided.
LEGAL RmEw:
The Assistant City Attorney has reviewed this matter and has no legal objection if all procurement
activity is implemented in accordance with controlling State law, (including, but not limited to,
the CCNA), the City's Purchasing Policies and Procedures (to include using City work order forms
and not documents prepared by vendors) and if prior concerns relative to design work and
inspection involving that design work are implemented in accordance with professional standards
and standards of conduct.
11MCOMMENDATION:
City staff recommends that the City Commission approve the procurement for the surveying,
design, permitting, and post design services for the Georgetown Storm Sewer Improvements
Project from 8th Street to Lake Monroe in the amount not to exceed of $462,455, to CPH, Inc. as
proposed by City staff.
D. APPROVE THE PURCHASE ORDER 7,orRADEwiNDsPOWER CORP. INAN
AMOUNT NOT TO EXCEED $80,418FOR THE IVELLFIELDGENERATOR.
STRATEGIC PRIORITIES:
❑ Unify Downtown & the Waterfront
❑ Promote the City's Distinct Culture
❑ Update Regulatory Framework
❑ Redevelop and Revitalize Disadvantaged Communities
Approval of a purchase order to Tradewinds Power Corp. (Tradewinds) of Miami to provide a
standby generator is being requested.
FISCAL/STAFFING STATEMENT:
The estimated cost of the equipment is an amount not to exceed $80,418. Funds are available in
the Capital Machinery and Equipment account.
BACKGROUND:
The Plants Division continuously works to ensure that back-up generators are installed at the
wellfields owned by the City. The goal of the Division is to make certain that none of the City
owned wellfields go without generated power.
The vendor, Tradewinds from which the City is purchasing the T125 -TTP -UL -FS Generator, is on
the Florida Sheriffs Association (FSA) Contract # FSA 20-VEHI 8.0 Spec # 114 and competitively
bid. Thus, this procurement is eligible for the piggybacking of the FSA procurement activity.
LEGAL REVIEW:
No legal review is requested of the City Attorney.
RECOMMENDATION:
It is staff's recommendation that the City Commission approve to purchase the generator from
Tradewinds Power Corp at a cost of $80,418.
E. APPROVE AN INCREASE TO PURCHASE ORDER #37474 ISSUED TO
SHELLEY'S SEPTIC TANK, INC., IN AN AMOUNT NOT TO EXCEED $75, 000
FOR THE TREATMENT AND DISPOSAL OF THE CITYS SIOSOLIDS.
STRATEGIC PRIORITIES:
❑ Unify Downtown & the Waterfront
❑ Promote the City's Distinct Culture
❑ Update Regulatory Framework
❑ Redevelop and Revitalize Disadvantaged Communities
SYNOPSIS:
Approval of a procurement increase to purchase order # 37474 issued to Shelley's Septic Tank,
Inc. for biosolids disposal is being requested.
FiSCAL/STAFFING STATEMENT:
The estimated increase for the remainder of Fiscal Year 2021 is $75,000 ($45 per ton). Funds are
available in the Other Contractual Services account.
BACKGROUND:
The City of Sanford has two wastewater treatment facilities that produce biosolids. Currently, the
City of Sanford hauls biosolids to Shelley's Septic Tank, Inc. for processing per the executed
agreement.
The City's new biosolids handling facility is currently under construction. When complete, the
City will have the ability to market Class A fertilizer rather than paying a third party for treatment
and disposal.
In the meantime, there is still a need to process the City's biosolids in an environmentally safe
manner acceptable to the Florida Department of Environmental Protection.
LEGAL REVIEW:
The City Attorney has reviewed this matter, and has prepared an extension to the subject agreement
in accordance with the City's Purchasing Policies and Procedures.
RECOMMENDATION:
It is staffs recommendation that the City Commission approve the procurement increase to
purchase order # 37474 issued to Shelley's Septic Tank, Inc. in an amount not to exceed $75,000
for treatment and disposal of the City's biosolids."
F. APPRow Two COST -SHARE AGREEMENTS BETWEEN THE Sr: JOHN'S
RwER WATER MANAGEMENT DISTRICT AND THE CITY OF SANFORD AND
GRANT AUTHORITY TO THE CITY MANAGER, OR DESIGNEE To IMPLEMENT
THE CONTACTS AND PROJECTS AS SET FORTH HEREIN.
STRATEGIC PRIORITIES:
❑ Unify Downtown & the Waterfront
❑ Promote the City's Distinct Culture
❑ Update Regulatory Framework
Redevelop and Revitalize Disadvantaged Communities
SYNOPSIS:
Approval of two contracts entitled "Cost -Share Agreement Between the St. Johns River Water
Management District and City of Sanford (the "Contracts") that relate to significant City Projects
are submitted for approval by the City Commission.
FISCAL/STAMNG STATEMENT:
The proposed Contracts with the SJRWMD provide for cost sharing relative to two important City
Projects with the funding of the Projects outlined as follows:
Estimated Task Reimbursement
Proiect Fiscal Year Amount Amount
North 9,TFReclaimed Water FY 20-21
$2,200,000
$1,214,523
Pump Station and Storage
Improvements Project. FY 21-22
$4,300,000
$2,373,841
Brackish RO WTP Pilot FY 20-21
$685,500
$378,434
Project,
FY 21-22
$1,159,500
$640,108
The reimbursement amounts represent funding to be awarded to the City by the SJRWMD as a
result of the Contracts. The City has funding available to complete the projects, as fully described
below, pursuant to the Contracts.
BACKGROUND:
The Contracts pertain to 2 important City Projects as follows.
(1). North Water (WRF Reclaimed Water Pump Station and Storage
Improvements Project): The objective of this Project is for the City to construct a
10 million gallon reclaimed water storage tank, a reclaimed water distribution pump
station and a transfer pump station adjacent to Lake Monroe. This project will
reduce the volume of water discharged to the St. Johns River during wet weather
as well as the volume withdrawn from the river in the dry season. The project will
result in nutrient reductions of approximately 6,000 pounds per year of total
nitrogen and pounds per year of total phosphorus discharged into the river. The
potential to deliver additional reclaimed water to Volusia County will also help
preserve the ecosystem and help offset current groundwater withdrawals from the
aquifer in the Blue Spring Basin.
(2). Brackish Reverse Osmosis (RO) WTP Pilot Project: The objective of this
project is, for the City to assess whether groundwater from brackish supplies can
be used as an alternative water supply for public use by utilizing groundwater in
the vicinity of the Orlando -Sanford International Airport. This project will help the
City meet water supply demands using alternative water supply and potentially
offset the recharge mounding in the area. Exploration/observation/monitoring wells
will be constructed and tested for the City to evaluate the possibility of using
brackish ground water as the alternative water supply. A RO pilot unit would be
installed to treat the brackish ground water. The data and information collected
during the pilot study will assist the City in the design of a full-scale brackish
ground water treatment plant to meet future potable water demands.
The waters of the State of Florida are among its basic resources, and it has been declared to be the
policy of the Legislature to promote the conservation, development, and proper utilization of
surface and ground water. Pursuant to Chapter 373, Florida Statutes, the SJRWMD is responsible
for the management of the water resources within its geographical area. The Florida Department
of Environmental Protection's (FDEP) Alternative Water Supply (AWS) cost -share funding
program is designed to fund AWS projects that benefit the region by reducing groundwater
withdrawals. The SJRWMD is also providing funding for this program. The SJRWMD has
evaluated providing cost -share funding to the City for the Projects to benefit the State's water
resources and further the SJRWMD's missions and initiatives.
At the October 13, 2020 meeting, the Governing Board of the SJRWMD the City was selected to
receive cost -share funding as outlined above for the Projects which funding is implemented in the
proposed Contracts.
The City has devoted a great deal of time, effort, funds and resources in working collaboratively
with both the SJRWMD and the FDEP. The award of the funding to the City is a result of that
ongoing effort which will continue into the future.
By procuring funding from funding partners such as the SJRWMD and the FDEP the City takes
the full burden from the City for the benefit of the residents of the City and utility system
customers.
The City acts in a prudent manner in expending the funds and adhering to the requirements of the
Contracts from which the funding is derived.
LEGAL REVIEW:
The City Attorney has reviewed the agreements with the SJRWMD and has no legal objection
with all implementing actions accomplished in accordance with controlling State law and the
Purchasing Policies and Procedures of the City as well as with adherence to the requirements of
the Contracts to ensure pre -audit and post -audit compliance.
RECOMMENDATION:
City staff recommends approval of the two St. Johns River Water Management District
(SJRWMD) Contracts with authority to implement the Contracts and Projects as set forth herein.
G. APPROVE THE INCREASE TO PURCHASE ORDER x`37648 TO LAKE SHORE
ELECTRIC, LLC FOR THE PROCUREMENT OF THE SOUTH WATER
RESOURCE CENTER ELECTRICAL PANEL IN THE AMOUNT OF .$717,879
MAKING THE TOTAL COST OF THE PURCHASE ORDER TO S f I' 8, 727
STRATEGIC PRIORITIES:
❑ Unify Downtown & the Waterfront
❑ Promote the City's Distinct Culture
n Update Regulatory Framework
❑ Redevelop and Revitalize Disadvantaged Communities
Approval of an increase to purchase order 4 37648 issued to Lake Shore Electric, LLC, for the
procurement of the South Water Resource Center (SWRC) electrical panel, is requested.
FiSCAL.%STAFFING STATEMENT:
It is estimated that the increase cost for this project is $70,879. Funds are available in the Utilities
— Plants Division; Machinery & Equipment fund..
BACKGROUND:
Last year the South Water Resource Center (SWRC) suffered a catastrophic equipment
malfunction demanding the staff to use existing equipment to provisionally bypass the
malfunctioning electrical control panel and restore back-up generator capability. The SWRC has
not had the capability to have automatic back-up generator power since the equipment failed.
The City of Sanford advertised for sole source justification, under SS 20/21-110 and in accordance
with City Purchasing Policies and Procedures, in October 2020. The sole source was not
challenged.
LEGAL. REVIEW:
No legal review requested of the City Attorney.
RECOMMENDATION:
It is staff's recommendation that the City Commission approve the increase of the purchase order
437648 in the amount of $70, 879 to Lake Shore Electric, LLC for the electrical panel at the SWRC
Electrical Panel Project making the total cost for this project $118,727.
H. APPROVE THE PROCUREMENT FOR AN ELGIN CROSSWIND f STREET
SWEEPER WITH THE OPTIONAL EQUIPMENT AUTOMATED LUBRICANT TO
ENVIRONMENTAL PRODUCTS.
STRATEGIC PRIORITIES:
❑ Unify Downtown & the Waterfront
❑ Promote the City's Distinct Culture
Update Regulatory Framework
Redevelop and Revitalize Disadvantaged Communities
Approval of the procurement for a new Elgin Crosswind I Street Sweeper from Environmental
Products Group for the Public Works, Stormwater Department is requested.
FISCAL/STAFFING STATEMENT:
The purchase price for the Elgin Crosswind I Street Sweeper with the optional equipment
automated lubrication system is $267,764. Funding for this procurement is budgeted in the Fiscal
2020/2021 Public Works Storm -Water Capital Improvement Other Than Building Fund.
BACKGROUND:
Street sweepers are needed for City use so we can meet our National Pollutant Discharge
Elimination System (N.P.D.E.S) requirements. The sweeper is needed to sweep the roads of debris
that helps with preventing localized flooding. This Elgin Crosswind I Street Sweeper is a
replacement for sweeper #84. Street sweeper vehicle #84 is 14 years old and has 8,400 hours
logged which converts to over 320,000 miles. It also has had numerous costly repairs.
The Elgin Crosswind I Street Sweeper with the optional equipment automated lubrication system
and has been competitively bid for heavy trucks under the Florida Sheriff's Association Contract
FSA20-EQU 18.0 Environmental Products Group is an Awarded Vendor for this purchase. Thus,
the City may piggyback that procurement by means of the issuance of a purchase order.
LF -GAL RF-vmw:
No legal review requested of the City Attorney
REcomMENDATION:
City staff recommends that the City Commission approve the procurement for Elgin Crosswind I
Street Sweeper with the optional equipment automated lubrication in the amount not to exceed
$267,764 from Environmental Products.
L APPRove THE SPECIAL EVENT PERMIT, AN ALCOHOL PERMIT, A NOISE
PERMIT AND STREET CLOSURE FOR THE `DAY OF THE DrviANrs REBOOT'
FROM 4 PM — 10 PM ON SA ruRDA Y, MAY 8, 2021.
STRATEGIC PRIORITIES:
❑ Unify Downtown & the Waterfront
Z Promote the City's Distinct Culture
❑ Update Regulatory Framework
❑ Redevelop and Revitalize Disadvantaged Communities
SYNOPSIS:
Approval of a special event permit application for the "Day of the Deviants Reboot" from 4-10 Pm
on Saturday, May 8, 2021 is requested.
FISCAL/STAFFING STATEMENT'
Costs for City services are estimated to be $986.31 and will be paid by the applicant, Deviant
Wolfe Brewing, LLC. City services include trash containers, barricades, and security.
BACKGROUND:
Deviant Wolfe Brewery requests to host the Day of the Deviants Reboot from 4 — 10 PM on
Saturday, May 8, 2021. The event will feature a craft beer, live music, vendors sales and a car
show. The applicant requests a noise permit, an alcohol permit and closure of S. Oak Avenue,
from V Street to 2"d Street, on Saturday, May 8, 2021, from 2 —11 Pm.
If approved, this would assist in facilitating the strategic priority listed as "Promote the City's
Distinct Culture" in the Imagine Sanford strategic plan approved by the City Commission.
LEGAL REVIEW:
No legal review requested of the City Attorney.
RECOMMENDATION:
It is Staff's recommendation that the City Commission approve this special event permit with a
noise pen -nit, an alcohol permit and road closure for the "Day of the Deviants Reboot" on Saturday,
May 8, 2021.
J. APPROVE" THE sprciAL Ev--Nr P.-Rmir FOR rHE IS.-mmim-- SpRiNci,
FESTIVAL' FROM 10AM-6PMoNSATURDAY, MAY 8,2021.
❑ Unify Downtown & the Waterfront
Promote the City's Distinct Culture
❑ Update Regulatory Framework
❑ Redevelop and Revitalize Disadvantaged Communities
Approval of a special event permit application for "Seminole Spring Festival" from 10 AM — 6 Pm
on Saturday, May 8, 2021 and Sunday, May 9, 2021 is requested.
FISCAL/STAFFING STATEMENT:
Costs for City services are estimated to be $116.23 and will be paid by the applicant, Special Needs
Ability Program, Inc. (SNAP). City services include trash containers.
BACKGROUND:
SNAP requests to host a two-day event, Seminole Spring Festival, at the Seminole Towne Center
parking lot from 10 AM — 6 PM on Saturday, May 8, 2021 and again on Sunday, May 9, 2021. This
family -friendly event will feature a variety of vendors, activities for children, artisans, and food
trucks.
If approved, this would assist in facilitating the strategic priority listed as "Promote the City's
Distinct Culture" in the Imagine Sanford strategic plan approved by the City Commission.
LEGAL REVIEW:
No legal review requested of the City Attorney.
It is Staff's recommendation that the City Commission approve this special event pen -nit for
"Seminole Spring Festival" on Saturday, May 8, 2021 and Sunday, May 9, 2021.
K. APPROVE THE SPEC1AL EVENT PERMIT FOR THE 'FIRST AMERICAN
FIREWORKS'FROM MONDAY, JUNE 14,2021 THROUGH MONDAY, JULY 5,
2021 FROM 9 AM — 9 PM LOCATED AT THE SEMINOLE TOWN SQUARE
PARKING LOT LOCATED AT 1540 FRENCH AVENUE.
STRATEGIC PRIORITIES:
❑ Unify Downtown & the Waterfront
Z Promote the City's Distinct Culture
❑ Update Regulatory Framework
❑ Redevelop and Revitalize Disadvantaged Communities
SYNOPSIS:
Approval of a special event permit application for "First American Fireworks" from Monday, June
14, 2021 through Monday, July 5, 2021 is requested.
FISCAL/STAFFING STATEMENT:
First American Fireworks did not request nor were any City services assigned for the temporary
sale event. This event is being sponsored by Safehousc of Seminole County.
BACKGROUND:
First American Fireworks will hold their annual fireworks tent sale at the Sanford Towne Square
parking lot located at 1540 French Avenue from Monday, June 14, 2021 through Monday, July 5,
2021, from 9 AM to 9 PM.
If approved, this would assist in facilitating the strategic priority listed as "Promote the City's
Distinct Culture" in the imagine Sanford strategic plan approved by the City Commission.
LEGAL REVIEW:
No legal review requested of the City Attorney.
RECOMMENDATION:
It is staffs recommendation that the City Commission approve the special event permit for "First
American Fireworks" from Monday, June 14, 2021 through Monday, July 5, 2021.
L. .APPROVE THE sprciAL EVENT PERMIT WITH AN ALCOHOL PERMIT, A
NOISE PERMIT AND STREET CLOSURES AND A WAIVER OF ORDINANCE NO.
2005-3956, REQUIRING SPECIAL EVENT APPLICANTS PROVIDE EVIDENCE
OFA PERMANENT PHYSICAL OFFICE OR LOCATION WITHIN THE CITY, FOR
THE 19rH ANNUAL .RIVERSIDE DASH ISKAND 5K1 BEGINNING AT 7AM ON
SUNDAY, SEPTEMBER 12,202t.
STRATEGIC PRIORITIES:
❑ Unify Downtown & the Waterfront
Z Promote the City's Distinct Culture
❑ Update Regulatory Framework
❑ Redevelop and Revitalize Disadvantaged Communities
SYNOPSIS:
Approval of a special event permit application for the "0 Annual Riverside Dash 15K and 5K' at
7 AM on Sunday, September 12, 2021 is requested.
FISCAL/STAFFING STATEMENT:
Costs for City services estimated to be $5,399.42, to be paid by the applicant, Seminole County
Regional Chamber of Commerce. City services include security, a park ranger, trash containers,
green space, street closures and electricity.
BACKGROUND:
The Seminole County Chamber of Commerce has again requested to host a scenic 15K at 7 AM
and a 5K at 7:10 AM on Sunday, September 12, 2021, utilizing an already approved 5K course, but
then the 15K participatants will proceed onto the Riverwalk Trail at Park Avenue toward the Zoo
and back. The participants spread out enough so the runners will not disturb the public already on
the Trail. The City anticipates the Trail finalizing construction in September. The applicant
requests a noise permit, an alcohol permit and street closures from 4 —11:30 AM. A waiver of the
City Ordinance No. 2005-3956 requiring special event applicants provide evidence of a permanent
physical office or location within the City is also requested.
If approved, this would assist in facilitating the strategic priority listed as "Promote the City's
Distinct Culture" in the Imagine Sanford strategic plan approved by the City Commission.
LEGAL REVIEW:
No legal review requested of the City Attorney.
RECOMMENDATION:
It is Staff's recommendation that the City Commission approve this special event permit with a
noise permit, alcohol permit, street closures and a waiver of Ordinances 2005-3956 for the "9"'
Annual Riverside Dash 15K and 5K" beginning at 7 AM on Sunday, September 12, 2021.
M. APPROVE THE SPECIAL EVENT PERMIT WITH AN ALCOHOL PERMIT, A
jvoisE PERMIT AND STREET CLOSURES FOR THE I 10rH ANNUAL PurriN ON
THE RITZ' ON SA TURDA Y, JANUARY22,202 1,mom 10 AM To MIDNIGHT.
STRATEGIC PRIORITIES:
El Unify Downtown & the Waterfront
Z Promote the City's Distinct Culture
❑ Update Regulatory Framework
❑ Redevelop and Revitalize Disadvantaged Communities
SYNOPSIS:
Approval of a special event permit application for the "10" Annual Puttin' on the Ritz— American
Bandstand" from 6 —1 I Pm on Saturday, January 22, 2022 is requested.
FISCAL/STAFFING STATEMENT:
The costs for City services are estimated to be $1,395.90 and will be paid by the applicant, Wayne
Dench Performing Arts Center. City services include barricades, electricity and security.
BACKGROUND:
This is the I O'h Annual Puttin' on the Ritz event featuring a 'American Bandstand' themed event
for the Wayne Dench Performing Arts Center. This ticketed event will feature a silent auction,
catered food, great music and entertainment. The applicant requests a noise permit, an alcohol
permit and closure of S. Magnolia Avenue, from 2nd Street to Yd Street, from 10 AM Until
MIDNIGHT.
If approved, this would assist in facilitating the strategic priority listed as "Promote the City's
Distinct Culture" in the imagine Sanford strategic plan approved by the City Commission.
LEGAL REviEw:
None legal review requested of the City Attorney.
RECOMMENDATION:
It is staff's recommendation that the City Commission approve this special event permit with a
noise permit, an alcohol permit and road closure for the "I O'h Annual Puttin on the Ritz— American
Bandstand" on Saturday, January 22, 2022.
JV. APPROVE PAYMENT IN THE AMOUNT OF V50,702.45 To DELL
TECHNOLOGIES FOR FIRST RESPONDER COMPUTER EQUIPMENT
STRATEGIC PRIORITIES:
E] Unify Downtown & the Waterfront
Q Promote the City's Distinct Culture
E] Update Regulatory Framework
n Redevelop and Revitalize Disadvantaged Communities
Approval of a payment in the amount of $150,702.45 to Dell Technologies for replacement of
aging first responder computers is requested.
FISCAL/STAFFING STATEMENT.
Funds designated for this expenditure are available in the FY 2021 budget.
BACKGROUND:
The existing first responder computers are aging and have reached their capacity for additional
software and storage. Newer equipment will have several benefits such as performance and
stability. Most importantly, new technology will provide a more secure computer environment
from outside and inside intrusions such as ransomware which require increased computer
processing power. With this approval, the City of Sanford will position itself to provide a secure
and lower total cost of ownership for computer services.
The equipment is under State Contract Agreement MNVrNC-108 / 43211500-WSCA-15-ACS
contract number C000000010853.
LEGAL REVIEW:
No legal review requested of the City Attorney.
RECOMMENDATION:
It is staff's recommendation the City Commission approve the expenditure of $150,702.45 to Dell
Technologies for the replacement of aging first responder computer equipment.
SUGGESTED MOTION:
I move to approve the Consent Agenda."