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2392 CentralSquare Solutions Agreement - ERP System Renewal ContractFINANCE DEPARTMENT Wednesday, December 01, 2021 tip., M, , 7""114 171174 A, fk 17 A� 6`3111 To: City Clerk RE: CentralSquare Solutions Agreement- ERP System -Renewal Contract The item(s) noted below is/are attached and forwarded to your office for the following action(s): ❑ Development Order Fj Mayor's signature Fj Final Plat (original mylars) R Recording ❑ Letter of Credit ❑ Rendering F-1 Maintenance Bond Z Safe keeping (Vault) F-1 Ordinance F-1 Deputy City Manager F-1 Performance Bond F-1 Payment Bond R Resolution F-1 City Manager Signature El F-1 City Clerk Attest/Signature F-1 City Attorney/Signature Once completed, please: ❑ Return originals to Purchasing- Department ❑ Return copies Special Instructions: P wd fS' h &dqsing Coordinator 1 -Dec -21 From Date TAI)ept_lbrms\City Clerk Transmittal Memo - 2009.doe WACO F 11 ANCE DEPARTMENT Tuesday, May 11, 2021 115 TO: City Clerk/Mayor RE: CentralSquare Solutions Agreement — ERP System- Renew Contract The item(s) noted below is/are attached and forwarded to your office for the following action(s): ❑ Development Order ❑ Mayor's signature ❑ Final Plat (original mylars) Recording ❑ Letter of Credit --ke rd- e-rit'i 9 ❑ Maintenance Bond Safe keeping (Vault) ❑ I Ordinance Lr'b&l5�iy'Ci-fY Manager ❑ Performance Bond ❑ Payment Bond ❑ Resolution ❑ City Manager Signature ❑ ❑ City Clerk Attest/Signature ❑ City Attorney/Signature Once completed, please: ❑ Return originals to Purchasing- Department ❑ Return copies El Special Instructions: M0-4-i,Wb ord4-1 .. t ( ❑.,3 From Date TADept_forrns\Ciry Clerk Transmittal Memo - 2009.doc 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: 1000 Business Center Dr. [INSERT CUSTOMERAD RESS] Lake MaFL 32746 /,,[,A -q D R I �91 ry, By: By: Print Name: Print Name: 4 Print Title: Cie, 0 Print Title: Date Signed: 3 Date Signed: 1. Solution: NaviLine (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. 5Ccx.v\^-eiA Ld 113. 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 spmcifioations. Oocumentadon, technical infonnadon, and all norreotionu, modifioations, additions, 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 So|utions, provided the data is not personally identifiable and not identifiable to Customer. 4.7. "Custom Modification" means a change that Centna|Squona has made at Customer's request hoany Component System in accordance with o Centna|Squona -generated specificmtion, but without any other changes whatsoever byonyPerson. 4.8. "Customer Systems" means the Customer's information technology infrastructure, including computers, eofbwana, handvvaro, databoses, electronic systems (including database management syatemm), and networks, whether operated by Customer or through the use of third -party services. 4.9. "Defect" moans 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|Squona's control. Further, with regard to each Custom Modification, Defect means a material deviation between the Custom Modification and the Centno|Squore generated specification and documentation for such Custom K8odification, and for which Defect Customer hos given Cantra|Square enough information to enable Centra|Square to replicate the deviation on a computer configuration that is both comparable tothe Customer Systems and that is under Centna|Squune'acontrol. 4]0. "Documentation" means any manuals, instructions, or other documents or materials that Centra|Squure provides ormakes available toCustomer in any form or medium and which describe the functionality, oomponento, faatunes, or requirements of the So|utions, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof. 4.11. "Enhancements" means general release (as opposed tocustom) changes tna Baseline Component System orCustom Modification which increase the functionality of the Baseline Component System or Custom Modification inquestion. 4.12. "Harmful Code" means any sofbware, hardware, device orother technology, including any virus, wonn, ma|vvans, orother malicious computer code, the purpose oreffect ofwhich is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede any (i) computer, software, firmware, hardware, system, or network; or (ii) any application or function of any of the foregoing or the security, integrity, oonfidentia|ity, or use of any data Processed thereby; or (b) prevent Customer orany 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 gnanted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database prmtectinn, or other intellectual property rights |avvo, and all similar orequivalent rights orforms ofprotection, inany part ofthe world. 4.14. "Maintenance" means optimizatinn, error oorrmotion, modifioations, and updates to Centno|Squane 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 of a Baseline Component System or Custom Modification. 4.16. "Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, orother entity. 4.17. "Personal Information" means any information that does or can identify a specific individual or by or from which a specific individual may be idonhfind, oonhscted, or located. Personal Information includes all "nonpublic personal information" as defined under the Gramm -Leach -Bliley Act, "protected health information" as defined under the Health and Insurance Portability and Accountability Act of 1996. "Personal Data" as defined in the EU General Data Protection Regulation (GDPR 2018). "Personal Information" as defined under the Children's Online Privacy Protection Act of 1998. and all rules and regulations issued under any ofthe foregoing. 4.18. "Professional Services" means inotyUotion, imp|ementation, development work, training or consulting services including custom modification programming, support relating to custom modifioations, on-site support uarvices, assistance with data transfers, system restarts and reinote||ationo provided by Centna|Squore. 4.19. "Representatives" meone, with respect to a Party, that Party's emp|oyeea, offioera, directom, agents, subcontractors, and legal advisors. 4.20. "CentralSquare Personnel" means all individuals involved in the performance of Support Services and Professional Services as employees, agents, Subcontractors or independent contractors of Centna|Square. 4.21. "Solutions" means the Component Systems, Documentation, Custom Modifications, development work, CentralSquare Systems and any and all other information, data, documents, materials, works, and other conb*nt, devioea, methods' pnooesses, hardwone, smfbmare, technologies and invendons, including any de|iveoab|eo, technical or functional desoriptions, nequirements, p|ans, or reporta, provided or used by Centna|Square or any Subcontractor in connection with Professional Services or Support Services rendered under this Agreement. 4.22. "Contra|Squane Systems" means the information technology infrastructure used by or on behalf of Centna|Squere to deliver Sm|utinne, including all oomputem, software, handwore, dababoses, electronic systems (including dotsbuoa management systema), and networks, whether operated directly by Centna|Squoreorthrough the use ufthird-party services. 4.23. "Support Services" means K8aintnnance. Enhanoemenha, implementation of New Re|eases, 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, documents, data, oontont, speci5cations, produote, related eervioee, equipment, or components of or relating to the Solutions that are not proprietary to Centno|Squore. 5. License, Access & Services and Audit. 5.1. License Grant. SubjecthuandoonditionadonthepeynvantofFeeoandoompiancewdhaUutherb*nns and conditions of this Agreement, Centra|Gquana hereby grants to Customer a non-exc|uoive, non' sub|ioenseab|e.mndnon-tnanefensb|e|icensetotheourrentvereionoftheNoviLineSo|ution(s)pruvious|y Licensed by Customer. 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|8quons hereby grants Customer non+axo|uaive, non -transferable right toaccess and use the Enterprise Asset Management Solution, solely by Authorized Users. Such use islimited toCustomer's internal use. 5.3. Documentation License.Cenba|Squana hereby grants toCustomer anon-exo|uoiva.non-oub|ioanaeab|e. non -transferable license to use the Documentation during the Term ao|m|y for Customer's internal business purposes inconnection with its use ofthe Solutions. 54. 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 aystemu, booko, and records necessary to accurately reflect compliance with software licenses and the use thereof under this Agreement. Upon request, Customer shall permitCentna|Squona and its directors, oUioerm, emp|nyeeo, and agents to have on-site access at Customer's premises (or remote access as the case may be) during normal business hours to such systems, books, and records for the purpose of verifying 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. Conbo|8quore has and will retain sole control over the operation, provision, maintenance, and management ofthe Solutions; and 5.52. 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 Uaer, 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 Centua|Square with such faci|ities, equipment and support as are reasonably necessary for Centna|Squana to perform its obligations under this Agreament, inc|uding, if required by Centne|Squaro , remota access tothe Customer Systems. Centna|Squana is not responsible or liable for any delay or failure of performance caused in whole or in part by any Customer delay or Customer's failure to perform any obligations under this Agreement. 5.7. ExceQtilns.Centra|Gquana has noobligation toprovide Support Services relating toany Defect with the Solutions that, in whole or in part, arise out of or result from any of the following: 5.7.1. software, or media on which provided, that is modified or damaged by Customer or third -party; 5.7.2. any operation or use of, orother activity ns|odng 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 (aofbwara, hardvvare, firmware, oyotam, or network) or service not specified for Customer's use inthe Documentation; 5l& any negligence, abuae, miaopp|iootion, or misuse of the Solution other than by Centne|Squone personnel, including any Customer use of the Solution other than as specified in the Documentation orexpressly authorized inwriting byContna|Squane; 57.4. the operation of, or access to. Customer's ora third -party's sysbam, materials or network; 5.7.5. any beta softwena, software thatContna|Squona makes available for testing or demonstration purposes, temporary software modules, or software for which CentralSquare does not receive a 5I6. 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 hQhL tiUe, or interest in or to any Intellectual Property Rights in or relating to the Support Semiues, Professional Services, Solutions, or Third -Party W1obaria|s' whether axpreae|y, by imp|imaUon, estoppel, or otherwise. All hght, tit|e, and interest in the Sn|utions, and theThind'Party Materials are and will remain with Centns|Square and the respective rights holders. 5.9. ChanUIes. Centra|Squana reserves the hght, in its sole discretion, to make any changes tothe Support Services and Solutions that itdeems necessary oruseful to:(a)mainhainorenhonuethequo|ityurde|ivery ofCentre|Square 'o services to its cuatomers, the competitive strength ofo'market for Cantro|Squore 's 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 ortheir product suite of Solutions. The parties shall evaluate and, if agreed, implement all such requested changes. NV requested changes will be effective unless and until memorialized ineither aCentre|Square issued Add -On Quote signed bythe Customer, or a written change order or amendment to this agreement signed by both parties. 5.10. Subcontractors. Cantna|Squone may from time to time in its discretion engage third parties to perform Professional Services orSupport Services (eauh.o"Subuontracto/'). 5.11. Security Measures.TheSo|utionmaycontainteohnn|ngioe|meaaureadmsignedtoprevantunauthorizod or illegal use of the Solution. Customer acknowledges and agrees that: (a) CentralSquare may use these and other lawful measures to verify compliance with the terms of this Agreement and enforce Cen\ru|8quane 'e righte, including all Intellectual Property Rights, in and tothe Solution; (b) Centre|Squane may deny any individual access to and/or use of the Solution if Centns|Squore . in its reasonable discretion, believes that person's use of the Solution would violate any provision of this Agnaement, ragend|eao of whether Customer designated that person as an Authorized User; and (c) Centna|Squana may collect, mointoin, process, use and disclose technical, diagnostic and related non -identifiable data gathered periodically which may lead to improvements in the performance and security of the Solutions. G. Use Restrictions. Customer shall not and ahoU not permit any other Person to, aooema nruse the Solutions except as expressly permitted by this Agreement. For purposes of clarity and without limiting the generality of the foregoing, Customer shall not, except as this Agreement expressly permits: 6.1. oopy, mod|fv, or cnaohs derivative works or improvements of the So|utions, or rent, lease, |end, aeU' 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; 62 reverse engineer, disassemble, decompi|e.decode, adapt, orotherwise attempt toderive orgain access hothe source code ofthe Solutions, inwhole orinpart; 6.3. bypass or breach any security device or protection used by Solutions or access or use the Solutions other than bvanAuthorized User through the use ofhis orher own then valid access; 6.4. input' up|ood, bansmit, orotherwise provide to or through the Centra|Square Gvstenls, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code; 6.5. damoge, deetnoy, diarupt, disob|e, impair, interfere with, or otherwise impede or harm in any manner the Contna|Square Systems, orCentna|Square 's provision of services to any third'pady, in vvho|o or in part; &8. nemove, de|eha, a|ter, or obscure any trademarks, Specificetione. Dooumentation, warnantios, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Documentation orSolutions, including any copy thereof; 67. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right orother right ofany third -party. orthat violates any applicable law; 6.8. aooeoe or use the Solutions for purposes of competitive analysis of the Su|utions, the development, provision, or use of a competing software service or product or any other purpose that is to CentralSquare 's detriment or commercial disadvantage or otherwise access or use the Solutions beyond the scope of the authorization granted under this Section. 7. Customer Obligations. 7.1. Customer Systems and Cooperation. Customer shall at all times during the Term: bb set up, mainbain, and operate in good repair all Customer Systems on or through which the Solutions are accessed or used; /b\ provide Centra|Square Personnel with such access to Customer's premises and Customer Systems as is necessary for Centna|Squene 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. 7.2. Effect of Customer Failure or Delay. Centns|Squana 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 ufits 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|uding, where app|inab|e, by discontinuing and preventing any unauthorized ac000e to the Solutions and permanently erasing from their systems and destroying any data towhich any ofthem gained unauthorized acneas); and (b)notify Centra|Squana ofany such actual or threatened activity. 8. Professional Services. 8�. Compliance with Customer Policies. VVh||e Cenba|Square Personnel are performing services at Customer's site, Centro|Squore 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|Square inwriting urinadvance. Customer shall promptly reimburse Centna|Squana for any out-of-pocket costs incurred in complying with such procedures and policies. 82 Contributed Material. In the process ofCentnatSouore 's performing Professional Services, Customer may, from time tntime, provide Cenbo|Squere with daaigns, p|ans, or specifications, improvemento, works orother material for inclusion in, or making modifications to, the Solutions, the Documentation or any other deliverables ("Contributed Material"). Customer grants to Centra|Gquana m nonexo|usive, irn*vocab|e, perpetual, transferable right, without the payment of any royalties or other compensation of any kind and without the right of attribution, for Centna|Square . Centna|Squana 'a Affiliates and CentralSquare 's licensees to make, use, sell and create derivative works of the Contributed Material. S. 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|ano, apecifimations, equipment daaigns, electronic unnfiguradiono, design information, product architecture a|gnrithmo, quality assurance plans, inventions (whether or not the subject of pending patent applications), ideos, diaooveries, fonnu|oe, mmde|s, requirements, ahandords, trade and manufacturing seorebs, drowings, somp|am, devices, demonstraUone, technical infurmotion, as well as any and all intellectual and industrial property rights contained therein or in relation thereto. Cantns|Square shall own the copyrights, trade oeon*ta, patent rights and other proprietary rights in and may use without restriction hnmw|edQe, informotiun, idoam, methods, 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 orjointly 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 ehsd| be responsible for failure to fulfill its obligations hereunder or liable for damages resulting from delay inperformance asaresult ofwar, fire, strike, riot orinsurrection, natural diaaob*r, delay of oaniera, governmental order or regulation, complete or partial shutdown of p|ant, unavailability of Equipment, software, or services from suppliers, default of a subcontractor or vendor to the Party if such default arises out of causes beyond the reasonable control of such subcontractor or vendor, the acts or omissions of the other Pahy, or its offioere, directors, emp|oyaea, ayents, contractors, or elected officials, and/or other occurrences beyond the Party's reasonable control ("Excusable Delay" hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise reasonably necessary tocompensate for such delay. 15. Indemnification. 151. CentralSquare Indemnification. CentralSquana shall indemnhy, defend, and hold harmless Customer from any and all claims, |owauha or |iobi|dy, including attorneys' fees and oosts, allegedly arising out of, inconnection with, orincident toany loss, damage orinjury topermonsorpropertyorehaingao|aly from a wrongful or negligent act, error oromission ofCentna|Squona. its emp|oyeuo, agents, oontraobonu, or any subcontractor as o result ofCantna|Square'e or any subcontractor's performance pursuant to this Agreement; however, Centna|Squero shall not be required to indemnify Customer for any claims or actions caused to the extent ofthe negligence or wrongful act of Cuntomer, its amp|oyees, aDents, 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, Centra|Squore'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 written notice to the other Pady, 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. 18.2. For lack ofpayment by written notice to Customor, if Customer's failure to pay amounts due under this Agreement has continued more than ninety (90) days after delivery of written notice of non-payment. 17. Effect ofTermination or Expiration. On the expiration orearlier termination ofthis Agreement: 17.1. Upon the expiration or earlier termination of this Agreement, each Party shall continue to hold such Confidential Information inconfidence pursuant hoSection 0;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 Pnrty, which consent will not be unreasonably withheld; provided however, that in the event ofa merger or acquisition of all or substantially all ofCentna|Gquore'o assets. Centna|3quone may assign this Agreement bo an entity maady, willing and able to perform Centna|Shuane'oexecutory 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 ofor relating to this Aonaement, including the bnsoch, tenninedion, or validity thereof, eheU be resolved by final and binding arbitration. 19.1. Exclusive Dispute Resolution Mechanism.The Parties agree toresolve any dispute, controvensy, or claim arising out of or relating to this Agreement (each, a "Dispuha"), exclusively under the provisions of this Section. Either Party may seek interim or provisional relief in any court of competent jurisdiction if neoeeeory, 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 bnresponsible 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). 18.3. Escalation to Mediation. If the Parties cannot resolve any Dispute during the good faith negotiations either Party must initiate mediation under Section 19.4. 19.4. Mediation. Subject to Sections 192 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 Cenbe|Squmre to do so. As a condition precedent to installing or accessing any third -party Maheha|s. Customer may be required toexecute oc|ick-through. shrink-wrap End User License Agreement (EULA) or similar agreement provided by the Third -Party Materials provider. All third - party materials are provided "as -is" and any representation or warranty concerning them is strictly between Customer and the third -party. 23. Entire Agreement. This Agraement, and any Exhibits specifically incorporated therein by refenanoo, constitutes the entire agreement between the Parties with respect hnthe 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 awhting subscribed to by authorized representatives ofboth Parties. 24. No Third -Party Beneficiaries. This Agreement is for the sole benefit ofthe Parties and their respective successors and permitted assigns and nothing herein, express or implied, is intended b)orshall confer on any other person any legal or equitable hght, benefit, orremedy ofany nature under orby reason mfthis Agreement. 25. Counterparts. This Agreement may be executed in several uounterpurts, each of which when so executed shall bedeemed tobeenoriginal, 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, Doouaign. Tagged Image Format Files (TIFF), or Portable Document Format (PDF). 26, KUoteha| Adverse Change. If any Lovv. Regulatory Approvo|, applicable standard, procena. OEM requirement is changed or comes into force after the Effective Date, including but not limited to PCI standards (collectively, a "Material Adverse ChanQe^), which is not explicitly addressed within this Agreement and results in significant extra costs for either Party in relation to the performance of this /\0reement, both Parties shall promptly meet, discuss in good faith, and agree upon reducing the taohniva|, openationa|, and/or commercial impact of such Material Adverse Change. 27. Cooperative Purchases. This Contract may be used by other government agencies. Cen(ralSquorehas 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 Centra|Square and other agencies based on the specific revenue expectations, agency reimbursed costs, and other agency requirements. The Customer will in no way whatsoever incur any liability in relation to specifications, de|ivery, payment, or any other aspect of purchases bysuch agencies. 38. 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 TO THIS CONTRACT, CONTACT THE CUSTODIAN OF PUBLIC RECORDS AT(4OJ)6QD-5O12,TRAC|HOUCH|N,CITY CLERK, KAM[,FCR&q,CITY OF SANFC}ND,CITY HALL, 3OO NORTH PARK AVENUE, 84NFORD,FLORIDA 32771, ' (||). |norder LVcomply with Section 119.O701,Florida Statutes, public records laws, the Vendor must: /A\. Keep and maintain public records that ordinarily and necessarily would be required by the City in order to perform the service. /13\. 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, or as otherwise provided by law. (C). Ensure that public records that are exempt or confidential and exempt from public records disclosure requirements are not disclosed except asauthorized 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 a format 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. /KA. 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 of Precedence. 291. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, then the following priority shall prevail: 29A.1. City of Sanford Terms and Conditions 2912. Agreement. 2913. Exhibits 29.1.4. Purchase Order. 292. Incorporated Exhibits tothis Agreement: Exhibit 1—Project Cost Summary Exhibit Maintenance & Support Standards Exhibit 3—Travel Expense Guidelines Exhibit 4—Insurance Requirements EXHIBIT 1 Project Cost Summary PRODUCT NAME QUANTITY UNIT PRICE TOTAL Enterprise Asset Management Bundle - SaaS 1 45.500.00 45,506.00 Subscription Asset Management - Dig Alert Solution Basic 0.00 OW Annuai Subsoripton Fee Asset Management - Dig Alert Solubcn Plus 0.00 0'00 Annual Subscription Fee Software Total 45.500D0 USD Public Administration Consulting Services - Fixed Fee Pubk: Administration Development Services - Fixed Fee Public Administration TecWcal 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 11'520.0D 33.000.00 16,900.00 21,600.00 10,000.00 Services Total 131.140.00 USD Software Subtotal 45.51)0.00 USD Services Subtotal 131.140.00 USD Quote Total 176,640.00 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 11. Logical access restrictions include VLANdata segregation, extensive deny'by- defau|t access control lists, and Multi -Factor authentication required for System Administration. Business continuity iaprioritized via daily encrypted backup stored offsite, virtual tape backup technology to counter loss of physical medim, and full replication to disaster recovery site, with redundancy anavailability through multiple carriers. 12. 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 oenurity, and backed by24'7x3S5 monitoring byastaffed operations facility for: Intrusion detection & prevention. DO(JS midgation, and automated network incident creation and escalation. 1.3. third -party interna[ external, perimeter vulnerability and penetration testing. Centrally managed patching, (]Shardening program, and endpoint protection on all aanxena. 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. LEVEL I SERVICE PR VIDER CAS 2. Service Level Commitments 2.1. Targe . In each Service Pehod, 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 pK4 Eastern Time for scheduled maintenance. During this time, Customers may experience intermittent interruptions. Centra|Square will make commercially reasonable efforts to minimize the frequency and duration of these interruptions and Centna|Square will notify the Customer if the entire maintenance window will be required. 22 Support Terms. Beginning on the Execution Dmba and continuing for twelve (12) months thereafter ("|nitia| Support Tenn"). Cenha|Square 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 nenew, with customer paying for additional annual support perinds, each a ("Renewal Support Tenn"). This renewal will continue until termination of this Agreement provided that. Centna|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 to the production environment, and the points of measurement for all monitoring shall be the servers and the Internet connections at Cmntrm|Squane 'o hosted environment. Cenbn|Squans has technology moniioring, meaauring, and recording Service Availability. The Cuehomer, ottheir discretion, may also employ monitoring too|a, not to override Centna|Squmns 'a measurements for the purposes of calculating Service Availability. Additionally, the use must be: 2.3.1.1.mutually agreed upon byCenba|Souona 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 Centra|Square'ssyotema. 2.4. Calculation. Service Availability for agiven month shall be calculated using the following calculation: 2.4.1.The total number ofminutes which the service was NOT available in a given month shall be subtracted from the total number ofminutes available in the given month. The resulting figure is divided by the total number ofminutes available in the given month. 2.42.Service Availability Targets are subject tochange due Lothe variance nfthe number ofdays inamonth. 2.4.3. The total number ofminutes which the service was NOT available in a given month ahoU exclude minutes associated with scheduled nremergency maintenance. 2.5. Remedy.|ftheSen/iomPerindtargetmeanunamentianotmetthantheCustomerahaUbeantit|edtnacredit calculated as follows: 2.6. If not directly reported by CentraKSquane . 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 payments, on account ofa pending onadiL Customer shall not be eligible for credits for any period where Customer ismore than thirty (3O)days past due ontheir account. Centra|Squane will provide reporting, showing performance and service levels. 3. Server Performance & Capacity. 3.1.CantralSquore 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 requeste, at some |ohsr doha, to odd additional So|ubmns, increase user |icenoas, increase storage or processing requinemento, and/or request additional anvironmenbs, 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 Centns|Gquona environment. Any point of communications outside of the Centra|Square protected network environment shall be deemed as "out -of -network." Centra|Square is not responsible for Internet connectivity and/or performance out -of -network. 4. System Maintenance. 41. Solutions maintenance and upgrades. CentroSouanawill provide all hosted systems and network maintenance as deemed appropriate and necessary by Centre|Squara. Maintenance 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:OUAKAto12:OOPM. 42. 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. 43. Emergency 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. CentralSquare will attempt to notify the Customer promptly, however if no contact can be made' Centny|Squane 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 usina the followina auidelines: 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. re orted. 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. reported. 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. re orted. 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 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 User add/change requests X User add/change implementation for System Access X User add/change implementation for Solutions X Add/:;hange Printers Printer add/change requests X 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 Management X 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 ofCentns|Gquana . 13. Customer Cooperation. Customer may be asked to perform problem determination activities as suggested by Centna|Squona . 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 of processes. Customer agrees to cooperate with such requests, if reasonable. 14. Training. Outside the scope of training services purohosed, if any, Customer is responsible for the training and organization of its staff in the operation of the Solutions, 15. Development Work. The Support Standards do not include development work either (i) on software not licensed from Cmntro|Squana or (ii) development work for enhancements or features that are outside the documented functionality of the So|utiVna, except such work as may be specifically purchased and outlined in Exhibit 1. Centna|Squane retains all Intellectual Property Rights in development work performed and Customer may request consulting and development work from Centra|Squane aoaseparate billable service. 16. Telephone Support & Support Portal 16.1. Hours. Centra|Square shall provide toCustomer, Monday through Friday, 8:OOA.PW.ho5:OOP.KA.Customer's Local Time within the continental United 3tabas, excluding holidays ("5x9^). Centro|Squure shall 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 Cantna|Squana reasonably detailed documentation and explanation, together with underlying data, to substantiate onnm and to assist Centro|Squams in its efforts to diagnose, reproduce and correct the annc This support shall be provided by Centna|Squore at Customer location(s) if and when Centna|Squara 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 ofCentna|Squana . than Customer shall pay forCentro|Squsre 's investigation and related services at Centna|Squane 's standard professional services rates. Customer must provide Centro|Square with such foci|itiea, equipment and support as are reasonably necessary for Centra|Square to perform its obligations under this Agreement, including remote access tothe Specified Configuration 16.2.f&eleoses. Customer shall promptly install and/or use any Release provided by Centna|Squera to avoid or mitigate a performance problem or infringement claim. All modifications, revisions and updates to the Solutions aho|| be furnished by means of new Releases of the Solutions and shall be accompanied by updates to the Documentation whenever Centre|Squmre determines, inits sole discretion, that such updates are necessary. 16.3.Case Number. Measured from the momenta Case number iocreated. As used herein a''Cese number' is onaabad when a) m Cantro|Square support representative has been directly contacted by Customer either by phono, in person, or through Centra|Square 'a online support porto|, and b) when Contre|Bquore 'e 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 Centra|Square Corporate Travel Agent unless other arrangements have been made with the Customer and are documented inwriting. A|RTRAVEL—Centna|Square will use the least expensive class of service available with a minimum of seven (7) day, maximum ofthirty (3O)day, advance purchase. Upon request, Centns|Square shall provide the travel itinerary omthe receipt for reimbursement ofthe airfare and any fees. Fees not listed onthe itinerary will require areceipt for reimbursement. Trips fewer than 250 miles round are considered local. Unless a flight has been otherwise approved by the Customer, Customer will reimburse the current IRS approved mileage rate for all local trips. LODG|NG—Centna|Square will use the most reasonable accommodations poaoib|e, dependent on the city. All movies, and phono/intennetcharges are not reimbursable. RENTAL CAR — Compact or Intermediate cars will be required unless there are throe or more Centna|Squona employees sharing the car in which case the use of full size car in authorized. Gas is reimbursable hmwaver, pre -paid gas purchases will not be authorized and all rental oars are to be returned with a full tank of gas. Upon request, receipts for car rental and gas purchases will be submitted to Customer. Centra|Squmre shall decline all rental car insurance offered by the car rental agency as staff members will be covered under the CentralSquare auto insurance policy. Fines for traffic violations are not reimbursable expenses. DTHERTRANSPORTAT|ON—Centra|Square 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, receipt(s)for the taxi will besubmitted hnCustomer. 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|ineo). OTHER BUSINESS EXPENSES — Perking 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 isfour nights ormore. Laundry charges must beincurred during the trip and the limit is one shirt and one pair ofpants/skirt per day. With the exception of tips, receipts shall be provided to Customer upon request for all of the aforementioned items. MEALS — Standard per Diem. Subject to change due to cost of living. EXHIBIT Minimum Insurance Requirements = Workers' Compensation, statutory limits, and Employer's Liability with limits no less than $1,000,000. ° Commercial General Liability insurance, covering bodily injury and property damage liability, products & completed operations, with minimum limits $1,000,000 each occurrence for bodily injuryandpropmrty damage, $2.000.00Dgeneral 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 of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic infonnation, release of private informetion, alteration of electronic information, 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 W.T.TFUR City of Sanford, FIL Contract Terms for Services Procurement The parties hereby adopt and incorporate the Contract Terms and Conditions for Services Procurement found at with the following exceptions: m VENDOR RESPONSIBILITIES (2)p.4- CentralSquare shall not be required to provide employee addresses urdrivers' licenses. * VENDOR RESPONSIBILITIES (5)p.4- The parties agree that Cent/a|6quare shall provide City Statement ofWork outlining the services tnbeperformed. implementation Services shall beprovided pursuant toamutually 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 of the software. All other documentation shall be owned bvCenLra|Square. • VENDOR'S PROVISION FOR SERVICES (2)p. 8- CentralSquare shall be the sole provider of the SaaS contained inthe Agreement ° VENDOR"S PROVISION FOR SERVICES (5)p.8- The parties agree that CentralSquare shall provide City a Statement VfWork outlining the services tobeperformed. Implementation Services shall beprovided pursuant toamutually agreed upon project schedule. m 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 (3O) days 1mcure any such stated items ofdefect ornon-performance. Homeland Threat Assessment :»e««»:<»» October2020 wft homffandInw ilaft_" _0qa4tha "wkan peggit,4igir KoffiAmW._ate m_ kzs s s rEm in my reale as Acting Sorretafy, f receive intelligence, operational, law enfor(ement; and other information on a daily basis. 'This tiornelandThreat Assessm r'rt;,RTA), the first of its kind for the U.& Department of Homeland SecuAty (DHS), draws upon all sources of information and expertise .waliable to the (leipartment, including from intelligence, law enforcement, and our operational Components- TherMi15 a "Whole -of [QHS" report on the threats to the Homeland- This "TA 15 as close as file American people will get to seeing and understarkling The Inforttaation that i see as Secretary and that our employees see in their nattorol security missions, As you read through the HTA you should have falth in kr owing that these threats were identlf d usir,q the Crest intelh9tInCe,toperational inforrnation, and employee knowledge available to the Department, identifying Threats rising a t+ 1w1e ref -DHS APPMach The men and women serving in our operational Components are the eatperts In their national security and kirneland security missions, making their insights critical in threat Wentificatiort and prevention, Our operational tTMomponents provided Information about the threats thays&e and combat in performance of threir mission, IHS is the first ari last line of defense against many threats facing our 'UHS has a Vital Mission*., secure the nation from the many threaU we face. This requires the dedication of more than 1 lt! + +:k + +" + ' u border security to emergency response, from cybersecurity analyst tocimmital facility inspector.+ luties are +. id; k '.k S acreWy ChadWolf, State of the liOMeiand, Septmber 5l, 2t1 country. Our ability to Mitigate these threat$ is predicated on our ability to understand them and to Inform the American people_ l hope all Ame.rKans take a Woorytent to review this 14TA and vfslt DHSoov to learn Cama they can protect themselves from these threats. Tv `s ThmdtEnv!r*nnVnt Combattlrttj terrorism will alwrays be a priority to The Gepartment of Homeland Security, Foreign terrotlStOrganizationsIF101 stili have the intent to attack the Homeland within and from beyond our borders, In the 19 years since September 11th,, 2001, the United States. Government (USGi, DH5, and our foreign partners have taken the fight directly to those responsibie for the attatks pn that day and to other FTOS who seek to destroy our country based on an ill -Informed and twisted Ideology. We have enhanced our ability to identify and prevent individuals affiliated with these organizations from traveling or immigrating to that United States. We have enhanced security and processes at our airports, ports of entry, and beyond our borders, We have built the world's groate°st counterterrorism ecosystem to keep Aar rlcans safe. More specjficallj DHS has partnefed with other USG agencles and foreign ga:rwerr'amenjs to raise the baseline for screening and vetting in the United States. In the last few years we have enhanced existing vetting proq(arns, created the National Vetting Cuter (NVQ expanded biographic hostage, ar-td harm American companies for their own gain. Nation -states will continue to try to undermine Amedcan elections. Threats to our election have been anothefTapidly evolving issue. Nation -states like Cl-dria, Russla, and Iran will try to use cyber capabilities or foreign influence to compromise or disrupt infrastructure related to the 2020 0,5. Presidential election, aggravate social and racial tensions, undeimIne trust in U.S. authorities, and criticize out elected officials. Perhaps most alarming is that our adversaries are seeking to sway the preferences and perceptions of U.S. voters using influence operations. Americans need to understand this threat and arm thernselves with all Information available to avold failing prey to these tactics - While Russia has beer) a persistent threat by attempting to harm our democratic and election systems, it is clear China and Iran also pose threats In this space The ICs Bection'Threat Update from August 2020 and Mkrosofts announcement of cyber-anacks from China, Russia, and Iran prcArkle further evidence of this threat, and underscore the Importance In public and private partnerships, to secure democratic processes, DHSs #Protect2020 website can help you understand the threat to our elections and Increase your preparedness and awareness. Transnational Criminal Organizations ff0s) continue to profit at the expense of American Wei. Mexican cartels and otherICOs will continue to smoggile hard narcotics, like fentanyl, heroin, and methamphetamine into our communities, totitributi,iigtoaqalarTningleM- OfMefdOWS in the United States, NG American, community Is Immune from the impact of these drugs, rtirthermom cartels wilt <ontinue to use ,dangerous human smuggling methods to facilitate migrants to our borders, putting these migrants and our officers and agents at significant risk given the current COAD -19 pandemic, The threat of Illegal and mass oliq ', ration to the United States. Traditional migration push factors like insecurity and economic conditions continue to push Individuals north to the United States, While we are addremiN Illegal migration through a network of initiativeswe are concerned that during a pandemic this poses a more specific threat to the migrants, tf* communities they U.S. Department of Homeland Security transit to U,S. border communities, and to out officers and agents who encounter migmnts when tbeytrrter the United States. To mitigat4on this threat we Instituted enhanced restrictions at our borders, rimited travel to only essential travelers and implemented a Center for Disease Control (CDC) order that pfotKts Americans from COV I D -19. KAtural occurrences continue to harm the 815P and property of Americans. In 2020 alone we have seen an unpiecedentedstormseawn that has taken the IWAhood5 of many Americims In our Gulf states and a blsto6-c wildfire season that has caused devastation on the West Coast- Americans in-between our coasts also face the threat of natural disasters from a variety of causes. On top of the threat, to lift' end safety, these events have devastating impacts on local and natiorul ecorko"es, The Department is at the forefront of providing Ini'mmation to help Arne, Icans prepare, and we stand ready to respond after these events occur, ukewise, a foreign born virus reached our shores in 2020, CCMD-19 Is the most recent and deadly, In a list of infectious diseases that have - threatened the lives of Americans -We have seen unprecedented impact to life, health, and public safety from COVID-1 9 and taken action to prevent our healthcare system from being overburdened from COVID-19 patients. DH,S was at the forefront mitigating threat arid we took decisive action to restrict air and sea travel from disease h& -spots, ,close our land borders to non-essential travel, provicle lifesaving PPE to Americans, prevent fraudulent PPE from entering our supply cFains, and identify fraudsters who are trying to exploit this situation for their own personal gain- conclusfon As you read the HTA you will become r-nore acutely aware of the threats facing. the American people, the Homeland, and the American way of llfe. You will also gain a clearer picture of the broad mission of the Department of Homeland Security. It Is nTy privilege and honor to serve as the Acting Secretary of an organization whose employees willingly and bravely put themselves in harm's way every day to protect us A The ftten and women of the Department live up to our motto: With hanor and integrity, we will safeguard the American people, our Homeland, and our values, Homeland threat Asr�asunoft generatriDn of revenue. If Pyongya0g's Intent changes, however, it probably could quickly build capabirities to conduct broader espionage activity or threaten infrastructure with disruptive cyber -attacks- .. Cy bercriminals increasogly will target U,5. critical Infrastructure to generate pmfit, whethef through fansomware, e-mail Impersonation fraud, social engineerinrf, or malware. Underground marketplaces that trade in stolen inforrnatk)n and cyber tools will continue to thrive and serve as a resource, evvr% frac sophisticated foreign adversaries. Ransom ware attacks—which have at least doubW since 2017—often are directed against cTitkal infrastructure entities at the State and local level by exploiting gaps In cybersecurlt • VIcOms of cybercriminal activity in 2018 reported ove( S2,7 billion in lass esmetse than twice the ar"unt lost In 2017. This figure does not represent tine full scope of loss because some victims do not report incidents. Cyber Threat to the V.S. Democratk Processes Some state or non -state actors likely will seek to use Cyb,� . r means to compromise or disrupt infrastructure used to support the 2020 0,S, Nesidentfal election and the 20210 US. Census, Given the national importance of these events, any related cyber activit1es--or mere claims of compromise —might fuel influence operations aimed at depressing voter turnout or census participation, mislol'of ming about democratic processes, of shaping perceptions about the integrity or outcome of the election or census ,see subsequent section regarding Foreign Influence in the Homeland). • Advanced persistent threat or other malicious cyber actorslikely Will target election -related infrastructure as the 2020 Presidential election approaches, focusing on voter Pit, municipal or state networks, or slate etection officials directly. Opefations could occur throughout the 2020 election cycle—through pre-election activities; Election Day, and the post-election period. • Adversariev`cyber capabilities vary greatly -- as does, the cyber defensive posture of electoral boards to stymie such actors, Adversaries could attempt a range of election interference u.s. oepartmew or Homptand secnjity activities, including efforts to target voter registration systern, to comFoomise election system supply chains, to exploit poor cybersecurity practices on protected election systems or rketworksv or to hack officlalelection websites or social media account. Unidentified cyber actors have engaged In suspicious communications with the V.S. Census public -facing network over at least the last year, lrvcl,uding canductirKj vulnerability scans and attempting unauthorized &cceis. Cyber activity directed at the 1i.5, Census could include attempts to gain illicit accetss to census -gathered bulk data; to after census registration data; to compromise the census inf rastrucAuresopply chain; or conducling denial-cf-service attacks. Arinova41neWA hh1r, 6wnrnleeoft 9Y,. OYAX WOOffg- W& -.3 1 C Vivi W 19 h fu W C a 0 n1jW, ~�iqyJhekL MrOWi 5=1&11=11111�i , n WMhanalmot haatqkpO ThreAtAsvest"O"t enforcement ignoring KE detention requests and releasing an Illegal Immigrant accused of tape; assaults on � upporters and opponents of the President, and portrayals of U5, Law enforcement as racially biased, Russian Influence actors also have ex'ptolted national traged le5, stictl as the 200 mass shooting in Las Vegas, and protest movements—sometImes magnifying both a protest and a counter-protest—such as the 2017 protest activity In Charlottesville. COWD-19 InflUenCe NarratfVff Russian online loMbence actors are advancing misleading or (what they perceive as) inflammatory narratives about the COVID-19 pandemic probably to slolke fear, undermine the credibility of the U.S. government, and weaken global percepWrv5 of America. Moscow probably will study the American public's reaction to its COIAD-19 disiriforo'atioo to irnprove future influence campaigns aimed at shaking pubk. confidence In Alashtngton, which it can unleash opporturfistically during a crisis, hognities, ova period of degraded retaflons. Russian online Influence actors have claimed that the U.S, President is incapable of managing the COVID-19 crisis and sought to eAacerbate plAblic concerns by amplifying content critical of the U.S- response to the public health crisis and the economic tfownturn. In contrast, the actors Nghlighted Chines and Russia's alleged'success against the COVID-19 outbreak and, praised US Depaninerd of HbftttMd SM Ulty President Putin's CC VID-19 plan and Russia's ample supply of tests - Russian ooilne Influence actors spread misinfortnati" and conspiracy theories about the orIgIn of COVID-19, claiming It is a V,S.-engineered to ogical we-apon that V-5. military officials spread in China.. Chinese operatives probably are tuaging disinformation campaigns using overt and covert tactics—including social media trolls--• to shift responibility for the pandernic to other countries, including the United States -China might increase Its influence activities In response to what It vk%vs as anti -China statements from the U.S. Government over China� role In the pandernk. Since August 101% more than 10,000 suspected fake Twitter accounts have been involved Ina coordinated influence campaign with suspected ties to the Chinese ,Government Among these are hacked accounts from users around, the world that post messaging and disinformation about the CMD -19 pandemic and other topics of interest toina. China's Poo-ign Ministry, skate media, and official Twitter accounts promote overt narratives claiming the coronavitus may have originated in the United States, cflticl7e the U.S. pandemic response, and publicize 4w nae ffial JJ.Sfb!' rNawn, a ge r (A Int 4:00 Vi'r V W, " 211IS-025MOWMi rM 5 tv rx Mazy�j daw, Y o�" t Z Hwatand Thmat AsSeSSM*Ot Americans, Native Americans, and other minority voters f rooi participating In the 2016 election. Ahead of the election, China Likety will continue using overt and covert Influence operations to denigrate the U.S. Presidential Administration and its policies and to shape the U.S. domestic information environment In favor of China. China will further use Its traditional "soft power' influence toolkit—overt econornk measures and lobbying—to, pionriote U,S- policies more., a4ned with China's Interests, Iran will continue w promote messages supportlrag its foreign policy objectives and to use ordine influence operations to increase societal term-ans In the United States, Tehran most likely considers the current US, Adminl5tration a threat to the regime's stability. Iran's critical messaging of the U -S. President almost certainly Will continue throughrAit 2020. llus,-Jan influence actors see divisive issues regarding the 2020 Census, such as the consideration of adding a (RIzenship question, as an opportunity to target a fundamental democratic process. In addition, to potenWl cyber operations, Russia might use social media messming—much like it does in the context of US elections—.o attempt to discourage public participation in the census, to promote a loss of confider e in census results, or to under mine trust in public institutions, ;rtfluencing Stateand t4cal GovemrOWS foreign governments—pfincipally China—seek to cultivate influence with -state and local leaders directly and indirectly, often via economir carrots acrd sticks such as informal and legal or social agret-ments that seek to promote cultural and commercial desXhinese officials calculate that U.S. state- and local -level officials enjoy a degree of diplomatic independence from Washington and may leverage these relationships toadvarKe policies that are In China's interest during times of stral ned relations, China views a state or tocilitys, economic challenges—Inducling healthcare challenges due to CM, D-19—as a key opportunity to create a dependency, thereby gaining influence. Beijing uses Chim-_A* 040 tanks to researd) which U.S. states and cwntle5 might be most receptive to China's overtures, •DuriN the beginning of the COVICIA9 outbreak, 6eliIng leveraged sister city relationships with U.S. localities to acquire public health resources, In February, Pittsburgh shipped Its U,5, Departmew i0mrnewrid semAty sister city, Wuhan, 450,000 surgical masks and 1,350 coverall protective suits. Pittsburgh also established a GoFundMe account that raised over $58,000 to support Wuhan response efforts by providing medical supplies, In Chit:ag*, Chinese officials leveraged local and state official relationships to push pro -Chinese narratives. Also, a Chinese official emallecl a Midwestern state legislator to ask that the legistatwe body of which he was a ax-mber pass a resolution recognizing that China [)as taken heroic steps to fight the virus. The Chinese government Invites U.S. officialsand business leaders ort carefully choreographed trips to China, promising them lucrative irwestmeril: projects -and lushness deals. Although visits thIs year Largely have been postponed due to COVID-19, the Chinese govenriment probably Will continue to cultivate state and local relationships virtually and by offering enticementswhich might include hailing out U.S. cottipanies, Investing in real estate in oxonomically hard -lilt areas, and seliir'rg tnedical equip"ntand supplies at reduced cost. Hiimeland Inireat As"went others are cognizant of their role and some have admitted to stealing research from US, Institutions to advance Chirvee research, These non-traditional collectors depart the United Utes Gird return to China, taking research and materials without the corisent of the academic institutions, often deliberately hiding the material pri(x to their departure to pr&erit Its detection. In January 2020, a Chinese, post -graduate researcher in Boston was indicted for alleged attempting to smuggle stolen vials of Wological research; he stated that he planned to liwing them to China to conduct research in his oval fabotato(y and publish the results under his own name, • In )Une 2020, a Chinese student was arrested at Los Angeles International Airport for visa fraud, having failed to disclose on his visa application that he was an Officer in the People's LlbefatlQn Army {PLA). During an outbound interview with U.S. Customs and Border Protection (CBPI, he admitted to providing access to research from a California university to the PLA- He said that his sups visor—the director of his military unkms1ty laboratory In China—instructed him to observe the university's layout and bring the information to replicate It In China, China's government -run talent recruitment programs facilitate licit and illicit transfer of USw technology, IP, and kncw4)ow to further China'=s Science and Technology development and military modernization. The programs recruit overseas academics, scientists, and o0wr experts and reward them for stealing proprietary information and delivering It to the Chinese government to gain an advantage over the United States. Recipleril: contracts in many cases require them to keep the terms secret and tTansfer 1P rights to the sponsoring Chinese institution. Some prograrn participants are Incentivized or obligated to establish 'shadow taboratof ies' in China that mirror U.S, taxpayer -funded research to provide China with early insights Into U,S, research before discoveries are shared giobally. Seve(al U,S, professors selected by these programs have been, charged with crimes, Including fraud and theft of trade setrets. Now that the U-5- government is aware of these methods of exploiting academic institutions and research, Be1jing's strategy will like ty change. Considering the issuance of Presidential Proclamation 10043 banning the entry of certain students associated with China's militarycivll fusionstratee3y—as well as increased awareness U.S. Department of Homeland Seauity by U.S, industry, academia, and local governments of China's tactics for acquiring technology and IP --we expect NTCs will adjust their methods, Including by taking different paths to travel to the United States or shifting their studies abroad while Still aiming to collect sensitive U.S. information and Intellectual property. Foreign Investment in the United States Although Chinese foreign direct lnvfttment In the United States over the last two years has decreased from record highs, China will continue to pursue select investment in the United States to gain new technologies that it cannot produce dornestically, to develop its own industrial base, and to secure access to critical supply chains. • Some Chinese firms will adapt to enfianeed U.S. national security vetting of foreign direct investment—Introduced as part of the Foreign Investment Risk Review Modernization Act ifIRRMA)—by using new types of Investment structures and new legal methods, Foreign compo,iles seeking to Invest In U.S. buslnetsfns might bolster efforts to obfuscate their links to intelligence or security services, such as by using cutout organizations for acquisitions, Threats to U.S. Supply Chain fntegrity China and Russia will continue to represent the top threats to U.S. supply chain security, given the sophisticated intelligence and cyber capabilities they can use to infiltrate trusted suppliers and vendors to target equipment and systems_ Criminal actors aiso will engage in efforts to compromise supply chains, with such methods as Inserting rna4ciou,5 code in a third party's software to conduct operations against firms that use the softwaxe, Criminal and state actors also attempt to compromise supply chains through protectionist measures and by exploiting rapid procurement procedures at the local, state, and federal level during disasters. • Weate especiallyconcerned about adversaries'exploltation of Information and communications technology (ICTsupply chains given that the goods that rely on the ripply chains playa vital role in most aspects of life. Some actors might exploit ICT through 'white labeling'�—rebrandfng equipment or altering equipment"s visual appearance to ol,ifuscate the original manufacturer—to get compromised goods into supply chains. • As Chinese firms become marc: competitive globally and achteve, market dominance in Rametamd thr"t A.�WsIrAefn US, NIMOMerA Oft"W#Ad Soaks ity 0 Ideologically motivated lone offenders and small groups pose the most likely terrorist threat to the Homeland, with Domestic Violent Extremists presenting the most persistent and lethal threat. Foreign terror!5t organizations will continue to call for Homeland attacks but probably will remain constrained in their ability to direct such plots over the next year. Iran will maintain terrorist capabilities, including through proxies such as Lebanese Hizballah, as an option to deter the United States from taking action Tehran considers regime -threatening, Vivie"t Extremism In the U~Statos The primary terrorist threat inside the !bolted States will stem from lone offend&s and Mail Cells Of Individuals, including Wmestic. Violent Extremi5tsl* (DVEs) and foreign terrorist -inspired Homegrown Violent ExtfemI5& SHVIFs� Some U.S.-based violent extremists have capitalized on increased social and political ter dloos In 2020, which will drive an elevated threat environment at least through early 2021. Violent extremists willcontinue to target individuals or institute that (Ppresent 5ymboli of their grievances, aswell as grievances ba5ed an political affiliation or perceived policy po5ltlom. The domestic situation surrounding the CMO -19 pandemic creates an environment that could accelerate some individuals' mobilizaticni to targeted violence or radicalization to terrorism. So<lat distancing nuy lead to social Wation, which Is asjocLated with depre--4ibm increased anxiety, and social alienation. Similarly, work disruptions, including unexpected unemployment and tayoffs, can also tficrea-5e risk factors associated With tadicali,zation, to violence and willingness to engage in acts of targeted violence, Violent extremist media almost certainly will spread violent extremist ideologies, especially via social media, that encovraqe violence and Influence acemn within the United States. Violent extremists will continue their efforts to exploit public fears associated with COVIO-19 arid social grievances driving lawful protests to Incite violence, intimidate targets, and promote their violent extremist ideologies, Simple tactks—suchas vehicle ramming, small arms, edged weapons, arsort, and rudimentary Improvised explosive devices (IEDs)—pfobably will be most common. However, Iorve offenders could employ more sophisticated means, to loclude advanced andfor high -consequence IEDs and using crude chemical, biological, and radiological materials, While ISIS and other Forelqn Terrorist Organizations JFTOs) have called for attacks in the West using 'all available rneans,° biological - focused attempts would likely involve crudely produced toxins and poisons, Similarly, during the COMG-19 outbreak, domestic txtremists have called for the spread of the SA115-Cosi"-2 virus through ursophMicated means, WbIle. significant expertise and infrastructure limits the threat by low-levvi actors, even rudimentary actions can result in etoriomically significant costs and incite fear without a corresponding risk to health Some DVEs and other violent acture might target events related to the 2020 Presidential campaigns, the election itself, election results, or the post-election period. .Such actors could mobirize quickly to threaten or engage in violence - Violence related to Bove mmentefforts to mitigate the COVID-19 pandemic and imida otherwise ortgoing lawful protests has exacerbated the typical fFMM lflhrpTracy�! '0`111 RIA r Hom4artd TtwaatAzze-3910*01 taking advantage of large protest crovt& to conduct Violence against government officials, facilities, and counter -protestor -s. We also remain particularly concerned about the impacts from CMU -19 where anti-gowernment and antl-authority violent eXtfen)15% could be witivated to conduct attacks in response to perceived Infringement of liberties and government overreach as all levels of government seek to limit the spioad of the coronavirus that s caused aworld wide pandemic. • Ideologies driven by such DVCs often are reinforced by a variety of online content, including conspiracy theories and political commentary they view as controversial. Current events that DVFs perceive as infringing o,11 their world-Vioirs often contribute to periods of increased ideologically mcitivated V101en0a, including recently durIn,9 the CCDM D-19 pandemic and nationwide lawful prohMS, • The domestic threat environment Is rapidly evolving. Operational reporting shows that DHS taw enforcement officers suffered over 300 separate Injuf les while they were present during months of nightly unrest in Portland, Ote,gon- This is but one example among many across the country, Including in Brooklyn, New York, and hien a, Wisconsin, where taw enforcement officers, have been injured or killed. These Increasingly pervasive Incidents highlight the threat ofanafchist v4olence that has accelerated in our cities In recent months. Foreign Terrorist Threats Foreign terrorist organizations IFTOs), including akWiclaand the Islarific'State of Iraq and ash -Sham tl%), will maintain Interest in attacking the Homeland but Yome, expect the ptimary threat from these groups to remain overseas In the coming year due to sustained U.S. counterterrorism pressure, Nevertheless, these groups can adapt quickly and fesurge, and terrorists overseas will continue to probe for vulnerabilities in U.S. inimIgration and border security programs. CollectWc4y, vulnerabilities may create an Illegal migration environment that FT0s could exploit to facilitate the movement of affiliated persons towaMs the United States. %J, DeportmefAcriftMoland5acruity The primary threat to the Homeland from IFTOs probably will manifest as "inspired" attacks, FTOs seek to Inspire violent extremism in the United States and continue to use social media and other online platforms to call for attacks against die United States. Despite territorial defeats in Iraq and Syria, ISIS continues to draw support from HVES in the United States and the groups global Calls for attacks have intensified since the death last year of senior leader Abu Bakr al-Baghdadi. Transportation infrastructure—especially the avhatlon sector—almost certainly will remain a primary target fix terrorists plotting overseas, While terrorists continue to pursue flight school training and the use of insidersw plotting against domestic aviation targets most likely will remain aspirational arricing FT0s and their supporters over the next year. Terrorists and other criminal actors might look to unmaivied aircraft systems (UAS) to threaten critical Infrastructure. In 2015, there were nearly 4,000 reports of unique incidents of UA5 activity near US, critical infrastructure or I)ublic: gatherings. Although we have no indication that any of these events Were tetrotism-related, it is possible that roalicim or crim, IrQI ac ors will turn to UAS tactics - Iran and L eiMnese ffliballah Iran will continue to develop and maintain terrorist capabilities as an option to deter the United States from taking what Tehran tooside(s regime- tbreateniriqacttansartGretaliate for such activity, real or perceived- The Government of Iran and Its proxy, Lebanese, H17ballah (LH), have demonstrated the intent to conduct an array of operations in the Homeland. Iran orLH could advano-an attack Calot—with little to no warriiing—in response to heightened tertsions. The US, Goverment In recent years has arrested several individuals acting on behalf ref the Government of Iran or LH who have conducted surveillance Indicative of contiogemy planning for lethal attacks in the U.S. Weapons of Oestruvftri and Other Chemical, Blolo,&4 RadioI0910& and Mucloar rhytots The overall global WMG threat will continue 1.40 amlfh-�,Iga XW 0M oVaWd dds a'fl*nre AIM it le MO roca nre� a this � ='q -vk4y't' a r'tVS'fd(4tS to grow Wb&VA0 Vft ffif ithw wet ey, 5a-,ia-zkWXfaiand.ixr a oft4 r -4ty-v-ptyJ rom w=an tcv W11 V1 SL0.eMV'FAWMr'1 a , t � I g W r�trhaV M. S 0, q S in 5 t M a f I d 19 In, UT I Homeland lbrW AssessmW U,�,, D#jp;rUnoft of WoMeUrkd SiKrVity Transnational C(iminal Organizations (TCOs)—especially those based in Mexico—will continue to undermine public health and safety in the Homeland and threaten U.S. national security interests, They represent an acute and devastating threat to public health and safety in the Homeland and a significant threat to U.S, national security interests. Beyond their complicity in the 71,000 drug overdose deaths in the U,S. last year, T destabilize partner nations, decrease citizen confidence in good governance, foment corruption, and destroy confidence, in the international banking system. Countering these organizations'malign activities will remain an enduring challenge to US safety and security. TCOs will continue to take advantage of illegal, migration flows to enter the United States and attempt to exploit legal immigration avenues, Criminal elements attempting, to provide a level of legitimacy to their illicit immigration claims by intermingling with migrants travelling to the US Southwest border pose an intrinsic risk to the U.S. lawful immigration system. Ore xico-bded Cartels Among Tcos, mexlro-based cartels pose the greatest threat to the Homeland becawe of their abilltyto.conlrol territory—including along the 115- southviest Border—and co-opt Parts of goverment, particularly at a state and local level, Although CMD -19 has disrupted some cartel operations, their ability to more large quantities of illicit goods into and throughout the Homeland remains largely intact. Of the Mexico -based TCOs, the Sinaloa and Jalisco New Generaflr�n Cartel (ONG) networks pose the greatest grass -harder drug smuggling threat in the near-term they dominate the lucrative tTafficking, of cocaine, heroin, fentanyt and methamphetamine to the United States. + Mexican TCO fracturing, disruption of previous drug supply chains, and territorial disputes— especially over important cross,border plazas—almost certainly will Wd to Increased violence in Mexico, atang the U.S, Southwest Border, in the year ahead. Mexican border states experienced nearly 12,000 likomIcides In 419, most of which involved TCOs, As U.S,-based gangs—some of which provide retail -levet d rug distributinn and soft-, for Mexican TCos--Yl(- for access to new UWf S. tip United States may face increased c(Iminal violence in some parts of the country, Soclal distancing lockdown measures, howe-Aer, probably will moderate any Increase In the near term, as opportunistic crimes become less frequent. WWt Drugs The COVID49 panderYUC has slowed the pace of drug trafficking into the Oritted States; however, the threat of illicit, chugs—including the rates of overdoses—will persist as traffickers adapt and drug compositions become more, potent. TCOS continue to distribute synthetic narcotics such as fentanyl and metharnphetamine. Potent opioid narcotics like ferttanyl and heroin almost certainly will continuetocause alarming levels of overdose in the United Mates over the next year. The use of stimulant drugs like methamphetamine and cocaine will continue, and distfil6vtors will explore new markets in the United States beyond major transportation hubs and regional cities, Home4ind Tbroat A,4mrrient U.S. DeWrrvent G1 Homelar;A Socruity The duration and severity of the VI -1 9 pandemic will shape migration to the U.S- Southwest Border into 2021, along with traditional push and pull factors stemming from weak economic and political conditions in the region, COVID-19's impact on Caribbean nations increases the chance of a mass migration event from Cuba or Haiti. Although the majority of migrants do not pose a national security or public safety threat, pathways used by migrants to travel to the United States have been exploited by threat actors. As a result, surges of migrants could undermine our ability to effectively secure the border without adversely impacting other parts of the immigration system. 011egal Immigration bra Land "rhe duration and severity of the CC ID -19 pandernk in the United States and within Central and South America and the CatibL*an will shape illegal immigration to the U.S. Southwrest Border, exacerbating the underlying economic and political conditions in the region. As COVID-19-related resirktions on mobility ease, we are seeing an Increase In illegal Immigration flaws to pre -pandemic levels. Wept Immigration flaws within the Westem Hemisphere have begun to Increase after a short-term decline In response to the world-wide CC VID-19 pandemic and countries Inq1turing border transit restrictions Over the medlum term, mass migration might occur if the economies of the Carlbbean, Central and South Ameilcan countries continue to decline and if the health and humanitarian response capabilities cootinue to deteriorate due to C01A D-19,, Mass migration especially might occur if thew negative conditions are coupled with an economic resurgence In the United states. COVID-19-related international travel restrictions that many countries have instituted have curtailed same Illegal immigration from outside the Western Hemisphere. When these measures aire Ilfted, theire will be sporadic il"al immigration into and thrcmigh the req,lon. Weak job markets, high aime rates, and governmental or rion-state repression will mornaln, key dOws of 14.5;1a ind migration fracrt the CaAbberan and Central arid South America, especially as COVID-19-related citizen mobility restrictions ease in the reqiixt Seasonal weather changes and perceptions of U.S. and Mexkan Immigration and enforcement policies and measures also will shape migration patterns as Inter -governmental division and ir-consistent messagIng continue to Impede Congressionally mandated Immigration enforcement poticies, Human Traffitking Human traffickers WntinUe to use fierce, fraud, arid coercion a— Inst millions of victims worldwide, as many of them attempt W On entry to the United States via the soutt'swest land border. Many victims never seek assistance from law enforcement because of language bairlefs, fear of retaliation from their traffickers and/or fear of law enforcement. This allows traffickers, to force victims into labor or commercial sexual expiCitation, Traffickers continue to target people they believe to be susceptible for a wide- vatiety of reasons including but not limited to psychological or emotional vulnerability, economic hardship, natural disasters, political Instabillity or a lack of a social safety net, Increased illegal immigration to the U.S. SwtWest Border will require United States citizenship and Immigration Services (USCIS) to re-examine hcAv resources are properly aligned at the Southwe%Border, likely impacting the laiger asylum system, Increasing ruimbers of Mame red Tlwest Assessment U.S. Depastwin of Homeland Secruity Natural disasters—which refer to all types of severe vveather, including floods, earthquakes, hurricanes, wildfires, and winter storms—remain an ongoing threat to the nation. These disasters pose a significant threat to human health and safety,, property, critical infrastructure, and homeland security whilesubjecting the nation to frequent periods of insecurity, disruption, and economic loss. Over the last year, the United, States has faced the VID-19 crisis while simultaneously dealing with numerous natural disasters. These natural disasters require the Department to readjust its priority focus, as resources continue to be reallocated to focus on res pondingto, multiple natural disasters, while corftinuing to handle its traditional roles and, responsibilities, Hurricanes pose a persistent hazard to life and pfopertyu at'IS assessesthat hurricanes will continue to polio a hazard for the United States and its territories in the coming months. White their individual irripact varies based on the intensity and duration of the storms, hurricar-wes are one of nature's most cle-struct1we forces, which can cause enormous damage and may precipitate mutisildes, flash floods, storm surges, arvJ wIM and fire damage- Severe weather events aswiatod vAAh hurricanes can have widespread impacts across multiple, st.atP5, take lives, damage or destroy property, and impact the natiatYs e<onomlc capability. They haw, the potential to merwhe Irn the emergency response and recovery capabilities of the affected state(s) and may require the sustainexti deployment of federal assets, . The 204 season has been the second awst active Attaptic hurricane season on record, behind only the 005 Season, iris season was the first to see seven named tropical cyclones make landfall it) the continental United States before September, which became the most active September an record with IG tropical or subtropical storms. . As a result of the COVID-114 pandemic, the Nation continues to face unprecedtwed challenges as we respond to the compounding issues surrounding the 2020 butticane season. Although the operating environment has changed the mission of helping people before, during, and after disasters remains the same-FederaIr State, local, tribal, and territorial offif ials, along with the private sector and non-governmental organizations, must contloue to partner together to fulfill their respective missions and help disaster survivors. W410fires Wildland fires pose a major threat to lives, property, and ecosystem integrity. Wildfires increase the. likelihood of adverse impacts, including nooell og, erosion, reduced water quality, loss of key wildlife habitat and other ecological and economic impacts. Thus fat in 2020, there have been 94 large fuel, which have burned approximately 5,37 million acres throughout the West. September alone saw 87 large fires, burning Vniultawtisly unconralned from the Nest Coast to the Rocky Mountains, with over 25 Fire Managemerd Assistance Grants approved. Wlkjftri s not only pose a threat to key infrastructure, hoiAsIng, and public safety but also cootnixite to poor air quality, Efforts. to utdertake% better and more active land management will, be needed at every Wvel of government in order to reduce the annual threat of wildfires. Such rhall "�qes cannot be addressed simply within the feder' government, but must also Involve 5tateaffl private actors to better prepare to rninvrnll' impacts of wildfires. Consent Item Attachments are available in the City Clerk's Office for review. CITY OF -DYN FLORIDA Crry COMMISSION MEMORANDUM 21.085 APRIL 12, 2021 AGENDA To: Honorable Mayor and Members of the City Commission PREPARED BY: Traci Houchin, City Clerk, CMC, FCRM1 SUBMITTED BY: Norton N. Bonaparte, Jr., City Manag SUBJECT: Consent Agenda SYNOPSIS: Approval of the consent agenda is requested. WS RM X Item No. 6.A -6.N A. APPROVAL To ENTER wTo THE REVISED SOFTWARE AGREEMENT WITH CE-N71RALSQUARE TECHNOLOGIES, LLC, POR THE CITY'S ENTERPRISE RESOURCE PLANNING (ERP) SYSTEM (oRtGnvAluy u)vD.-R THE NAME H. T. E). STRATEGIC PRIORmES: ❑ Unify Downtown & the Waterfront ❑ Promote the City's Distinct Culture ❑ Update Regulatory Framework ❑ Redevelop and Revitalize Disadvantaged Communities 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 [eaves 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, RF-Commm:)ATIoN: Staff recommends that the City Commission adopt and implement CentralSquare Technologies, LLC's revised software agreement. B. APPROVE THE OVERRIDE OF THE Cfryls PROCUREMENTS ACTIVITY PROTOCOL AND APPROVE ME PROPOSAL To IMPLEMENT THE CENTRAL SQUARE'S LUCITY As" ser MANAGEMENT AND WORK ORDER soF-rwAR-- IN THE AMOUNT NOT To EXCEED $176,640. STRATEGIC PRIORITIES: ❑ Unify Downtown & the Waterfront ❑ Promote the City's Distinct Culture ❑ 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 frorn 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: CENTRALSQUAKE'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 sufTered 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. REcommEmwrtow 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 CPH, INC. FOR SURVEYING, DESIGN, PERMITTING AND POST DESIGN SERVICES FOR THE GEORGETOWN STORM SEWER IMPROVEMENTS FORM 8r" STREET TO LAKE MONROE IN THE AMOUNT NOT To EXCEED $4462,455. STRATEGIC PRIORITIES: ❑ Unify Downtown & the Waterfront ❑ Promote the City's Distinct Culture ❑ Update Regulatory Framework ❑ Redevelop and Revitalize Disadvantaged Communities SYNOPSIS: 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'h 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. BACKGROUND: The Georgetown Storm Sewer Improvements Project from 8h 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 8h Street, Bay Avenue, Willow Avenue, and Locust Avenue between 81h 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 C'otnpetitive Negotiation Act (CCNA) requirements. The attached scope of services, prepared by CPH, Inc. describes the engineering services to be provided. LEGAL. REVIEW: 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. RECOMMENDATION: 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 To iRADEWlNDS POWER CORP. IN AN AMOUNT NOT To EXCEED $80, 4 f B FOR THE WELLpI.-LD GENERATOR. STRATEGIC PRIORITIES: ❑ Unify Downtown & the Waterfront ❑ Promote the City's Distinct Culture ❑ Update Regulatory Framework ❑ Redevelop and Revitalize Disadvantaged Communities SYNOPSIS: 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. BACIKGR©uNo: 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-VEH 18.0 Spec # 114 and competitively bid. Thus, this procurement is eligible for the piggybacking of the FSA procurement activity. LEGAL RmEw: 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'sStpric TANK, INC., INAIVAMOUNT NOT TO rxcr--D $75,000 FOR THE TREATMENT AND DISPOSAL OF" THE CIrysafosouDs. 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. APPROVE Two COST' -SHARE AGREEMENTS aErwmv THE sr JOHN RIVER WATER MANAGEMENT DISTRICT* AND THE CITY OF SANFORD AND GRANT AUTHORITY To THE CITY MANAGER, OR DESIGNEE TO impLEmEN7, THE CONTACTS AND PROJECTS AS SET FORTH HEREIN, STRATEGIC PRIORITIES: Fj Unify Downtown & the Waterfront F1 Promote the City's Distinct Culture F] Update Regulatory Framework M 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 "Contrac&') that relate to significant City Projects are submitted for approval by the City Commission. FISCAL/STAFFING 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 ff,RFReclaimed Nater FY 20-21 52,200,000 $1,214,523 Pump Station and Storage Improvements Project. FY 21-22 $4,300,000 $2,373,841 Brackish RC1 tVTP 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 #37648 TO LAK.- SHORE ELECTRIC, LLC FOR THE PROCUREMENT OF THE sourH wATEI? RESOURCE CENTER ELECTRICAL PANEL IN THE AMOUNT OF $70,879 MAKING THE TOTAL COST OF THE PURCHASE ORDER To $1 f 8, 727 STRATEGIC PRIORITIES: ❑ Unify Downtown & the Waterfront ❑ Promote the City's Distinct Culture ❑ Update Regulatory Framework ❑ Redevelop and Revitalize Disadvantaged Communities SYNOPSIS: Approval of an increase to purchase order # 37648 issued to Lake Shore Electric, LLC, for the procurement of the South Water Resource Center (SWRC) electrical panel, is requested. PISCAL/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 staffs recommendation that the City Corrimission approve the increase of the purchase order #37648 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 CROsswlAfO f Srnrer 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 SYNOPSIS: 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 1 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. LEGAL REVIEW: No legal review requested of the City Attorney REcommENoAnow 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 E'VE'NT PERMIT, AN ALCOHOL PERMIT, A NOISE PERMIT AND STREET CI-OSUREFOR THE 'DAYOFTHE DEviANrsREBoor1 FROM 4 PM — 10 PM ON SA TURDA Y, MAY 8, 2021. STRATEGIC PRIORITIES: ❑ Unify Downtown & the Waterfront 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 — I0 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 ISI Street to 2°a Street, on Saturday, May 8, 2021, from 2 -- I I 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 permit, an alcohol permit and road closure for the "Day of the Deviants Reboot" on Saturday, May 8, 2021. J. APPROVE THE SPECIAL EVENT PERMIT roR THE 19--M1/VOL,E SPRUNG FESTIVAL' FROM 10 AM - 6 PM ON SATURDAY, MAY 8, 2021. STRATEGIC PRIORmES: ❑ Unify Downtown & the Waterfront ® Promote the City's Distinct Culture ❑ Update Regulatory Framework ❑ Redevelop and Revitalize Disadvantaged Conununities SYNOPSIS: 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 9, 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. RECOMMENDATION: It is Staff's recommendation that the City Commission approve this special event permit for "Seminole Spring Festival" on Saturday, May 8, 2021 and Sunday, May 9, 2021. X APPROVE THE SPECIAL EVENT PERMIT FOR THE 'FIRST AMERICAN FIREWORKS' FROM MONDAY, JUNE f4,2021 THROUGH MONDAY, JULY5, 2021 FROM 9 AM — 9 PM LOCATED AT THE SEMINOLE 7owN SQUARE PARKING LOT LOCATED AT 1540 FRENCH AVENUE: STRATEGIC PRIORITIES: ❑ Unify Downtown & the Waterfront 0 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 Safehouse 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, 202I , 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 REvnEw: No legal review requested of the City Attorney, RECOMMENDATION: It is staff's 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 SPECIAL EVENT PERMIT WITH AN ALCOHOL PERMIT, A NOISE PE'RMITAND STREET CLOSURES AND A WAIVER OF ORDINANCE NO. 2005-39:56, REQUIRING SPECIAL EVENT APPLICANTS PROVIDE EVIDENCE OFA PERMANENT PHYSICAL. OFFICE OR LOCATION WITHIN THE CITY, FOR THE 19r'H ANNUAL RIVERSIDE DASH 15KAND SK' BEGINNING AT 7AM ON SUNDAY, SEPTEMBER 12, 2021. STRATEGIC PRIORITIES: ❑ Unify Downtown & the Waterfront ® Promote the City's Distinct Culture ❑ Update Regulatory Framework ❑ Redevelop and Revitalize Disadvantaged Communities SYNOPSIS: Approval of a special event permit application for the '`91" Annual Riverside Dash 15K and 5K" at 7 AM on Sunday, September 12, 2021 is requested. 1'~'1SCAL/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 RmEtn/: No legal review requested of the City Attorney RF-commENDATiow It is Staffs recommendation that the City Commission approve this special event permit with a noise perrnit, 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 NOISE PERmrrAND STREET cLosunEsFoR THE `J Orw ANNUAL PurriAr ON rHERrrz1 ON SA TuRDA Y, JANuARY22, 202 Y FROM I OAM To MIDNIGHT; STRATEGIC PRIORITIES: ❑ Unify Downtown & the Waterfront 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 Puffin' on the Ritz - American Bandstand" from 6 - 11 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 Densch Performing Arts Center. City services include barricades, electricity and security. BACKGROUND: This is the 101h Annual Puttin' on the Ritz event featuring a 'American Bandstand' themed event for the Wayne Densch Performing Arts Center. This ticketed event will feature a silent auction, catered food, great music and entertairu-nent. The applicant requests a noise permit, an alcohol permit and closure of S. Magnolia Avenue, from 2'd 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 staffs recommendation that the City Commission approve this special event permit with a noise permit, an alcohol permit and road closure for the -10"' Annual Puttin on the Ritz - American Bandstand" on Saturday, January 22, 2022. N. APPROVE PAYMENT IN THE AmouNr OF $150,702.45 TO DELL TECHNOLOGIES FOR FIRST' RESPONDER compurER EQUIPMENT. STRATEGIC PRIORITIES: F1 Unify Downtown & the Waterfront E] Promote the City's Distinct Culture E] Update Regulatory Framework n Redevelop and Revitalize Disadvantaged Communities SYNOPSIS: 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 MNWNC- 108 / 43211500-WSCA- I 5 -ACS contract number C0000000 10853. 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."