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2024-229-E-IT Dept-Central Square Technologies-Professional services to move RMS application to a new server
Revised 01/24 1 [Departmental Use Only] TITLE CS/Sheriff Tryon FY 24 NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this 2nd day of April, 2024, (“Effective Date”) by and between Orange County, North Carolina a political subdivision of the State of North Carolina (hereinafter, the "County") and Central Square Technologies, LLC, (hereinafter, the "Provider"). WITNESSETH: That the County and Provider, for the consideration herein named, do hereby agree as follows: 1. Services a. Scope of Work. i) This Agreement is for services to be rendered by Provider to County with respect to (insert type of project): Professional services to move the RMS application to a new server, as described in attachment A. ii) By executing this Agreement, the Provider represents and agrees that Provider is qualified to perform and fully capable of performing and providing the services required or necessary under this Agreement in a fully competent, professional and timely manner. iii) Time is of the essence with respect to this Agreement. iv) The services to be performed under this Agreement consist of Basic Services, as described and designated in Section 3 hereof. Compensation to the Provider for Basic Services under this Agreement shall be as set forth herein. 2. Responsibilities of the Provider a. Services to be provided. The Provider shall provide the County with all services required in Section 3 to satisfactorily complete the Project within the time limitations set forth herein and in accordance with the highest professional standards. b. Standard of Care. i) The Provider shall exercise reasonable care and diligence in performing services under this Agreement in accordance with the highest generally accepted standards of this type of Provider practice throughout the United States and in accordance with applicable federal, state and local laws and regulations applicable to the performance of these services. Provider is solely responsible for the professional DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB Revised 01/24 2 quality, accuracy and timely completion and submission of all work related to the Basic Services. ii) Provider shall be responsible for all errors or omissions of its agents, contractors, employees, or assigns in the performance of the Agreement. Provider shall correct any and all errors, omissions, discrepancies, ambiguities, mistakes or conflicts at no additional cost to the County. iii) The Provider shall not, except as otherwise provided for in this Agreement, subcontract the performance of any work under this Agreement without prior written permission of the County. No permission for subcontracting shall create, between the County and the subcontractor, any contract or any other relationship. iv) Provider is an independent contractor of County. Any and all employees of the Provider engaged by the Provider in the performance of any work or services required of the Provider under this Agreement, shall be considered employees or agents of the Provider only and not of the County, and any and all claims that may or might arise under any workers compensation or other law or contract on behalf of said employees while so engaged shall be the sole obligation and responsibility of the Provider. v) If activities related to the performance of this Agreement require specific licenses, certifications, or related credentials Provider represents that it or its employees, agents and subcontractors engaged in such activities possess such licenses, certifications, or credentials and that such licenses certifications, or credentials are current, active, and not in a state of suspension or revocation. vi) Should any documents, exhibits, or addenda be attached to this Agreement, the terms of this Agreement shall have priority in any conflict with or among the terms of such referenced documents, exhibits. vii) Should this Agreement involve project designs, the construction or creation of which is to be bid out or fulfilled by other contractors, and bidding or negotiation with contractors produce prices which, when added to the other elements of the approved total project cost, produce a cost that is in excess of the approved total project cost, the Provider shall participate with the County in negotiation and design adjustments to the extent such are necessary to obtain prices within the approved total project cost. All activity of the Provider with respect to these matters shall constitute Basic Services and shall be performed by the Provider without additional compensation. If negotiation and design adjustments fail to bring costs within the total project cost the County may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to within the total project cost and rebid the project. One such redesign is included within Basic Services. If this second letting for bids does not produce bids that are within the approved total project cost initially or after negotiations with the contractor the cost is not reduced to an amount within the total project cost, the Provider is not obligated to engage in further redesign. 3. Basic Services DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB Revised 01/24 3 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows (fully describe services to be provided): See Attachment A 4. Duration of Services a. Term. The term of this Agreement shall be from 2 April 2024 to 30 June 2024. b. Scheduling of Services. i) The Provider shall schedule and perform its activities in a timely manner. ii) Should the County determine that the Provider is behind schedule, it may require the Provider to expedite and accelerate its efforts, including providing additional resources and working overtime, as necessary, to perform its services in accordance with the approved project schedule at no additional cost to the County. iii) The Commencement Date for the Provider's Basic Services shall be 5 April 2024. 5. Compensation a. Compensation for Basic Services. Compensation for Basic Services shall include all compensation due the Provider from the County for all services satisfactorily (as determined by the County) performed pursuant to this Agreement. The maximum amount payable for Basic Services shall not exceed ten-thousand-three-hundred-thirty- five and 00/100 Dollars ($10,335.00) (See Attachment A). Payment for satisfactorily performed Basic Services shall become due and payable within thirty (30) days of Provider properly invoicing County. Payment shall be subject to provisions of Section 5(b). b. Disputes. In the event the amount stated on an invoice is disputed by the County, the County may withhold payment of all or a portion of the amount stated on an invoice until the parties resolve the dispute. Should Provider fail to perform its duties under the terms of this Agreement, County may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. c. Additional Services. County shall not be responsible for costs related to a ny services in addition to the Basic Services performed by Provider unless County requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the County a. Cooperation and Coordination. The County has designated (Robert Reynolds) to act as the County's representative with respect to the Project who shall have the authority to render decisions within guidelines established by the County Manager or the County Board of Commissioners and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB Revised 01/24 4 7. Insurance a. General Requirements. Provider shall obtain, at its sole expense, Commercial General Liability Insurance, Automobile Insurance, Workers’ Compensation Insurance, and any additional insurance as may be required by County’s Risk Manager as such insurance requirements are described in the Orange County Risk Transfer Policy and Orange County Minimum Insurance Coverage Requirements (each document is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). If County’s Risk Manager determines additional insurance coverage is required such additional insurance shall consist of N/A (if no additional insurance required mark N/A as being not applicable). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the County's Risk Manager. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify and hold harmless the County from all loss, liability, claims or expense, including attorney's fees, arising out of or related to the Project and arising from property damage or bodily injury including death to any person or persons caused in whole or in part by the negligence or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the County. It is the intent of this provision to require the Provider to indemnify the County to the fullest extent permitted under North Carolina law. 9. Amendments to the Agreement a. Changes in Basic Services. Changes in the Basic Services and entitlement to additional compensation or a change in duration of this Agreement shall be made by a written Amendment to this Agreement executed by the County and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the County. 10. Termination a. Termination for Convenience of the County. This Agreement may be terminated without cause by the County and for its convenience upon seven (7) days’ prior written notice to the Provider. b. Other Termination. The Provider may terminate this Agreement based upon the County's material breach of this Agreement; provided, the County has not taken all reasonable actions to remedy the breach. The Provider shall give the County seven (7) days' prior written notice of its intent to terminate this Agreement for cause. Either party may terminate this Agreement upon notice to the other party that obligations pursuant to this Agreement are made impractical due to declarations of emergency by Orange County or by North Carolina due to events directly impacting Orange County. Both parties shall remain responsible for all payment and performance due up to the receipt of such notice, but shall have no further obligation or responsibility beyond that date provided the terminating party has taken all reasonable steps to complete the performance of its DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB Revised 01/24 5 obligations. c. Compensation After Termination. i) In the event of termination, the Provider shall be paid that portion of the fees and expenses that it has earned to the date of termination, less any costs or expenses incurred or anticipated to be incurred by the County due to errors or omissions of the Provider. Upon request of the County, the Provider shall submit to County all relevant documentation, including but not limited to, job cost records, to support its claims for final compensation. ii) Should this Agreement be terminated, the Provider shall deliver to the County within seven (7) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. d. Waiver. The payment of any sums by the County under this Agreement or the failure of the County to require compliance by the Provider with any provisions of this Agreement or the waiver by the County of any breach of this Agreement shall not constitute a waiver of any claim for damages by the County for any breach of this Agreement or a waiver of any other required compliance with this Agreement. e. Suspension. County may suspend the Basic Services and this Agreement at any time for County’s convenience and without penalty to County upon three (3) days’ notice to Provider. Upon any suspension by County, Provider shall discontinue work on the Basic Services and shall not resume the Basic Services until notified to proceed by County. 11. Additional Provisions a. Limitation and Assignment. The County and the Provider each bind themselves, their successors, assigns and legal representatives to the terms of this Agreement. Neither the County nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. b. Governing Law. This Agreement and the duties, responsibilities, obligations and rights of respective parties hereunder shall be governed by the laws of the State of North Carolina. By executing this Agreement Provider affirms that Provider and any subcontractors of Provider are and shall remain in compliance with Article 2 of Chapter 64 of the North Carolina General Statutes. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.58. By executing this Agreement Provider certifies that Provider has not been identified, and has not utilized the services of any agent or subcontractor identified, on the list created by the State Treasurer pursuant to G.S. 147-86.81. c. Non-Discrimination. Provider shall at all times remain in compliance with all applicable local, state, and federal laws, rules, and regulations including but not limited to all state and federal non-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each Orange County policy is incorporated herein by reference and may be viewed at DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB Revised 01/24 6 http://www.orangecountync.gov/departments/purchasing_division/contracts.php.) Any violation of the Orange County Non-Discrimination Policy is a breach of this Agreement and County may immediately terminate this Agreement without further obligation on the part of the County. This paragraph is not intended to limit and does not limit the definition of breach to discrimination. d. Dispute Resolution. Any and all suits or actions to enforce, interpret or seek damages with respect to any provision of, or the performance or non-performance of, this Agreement shall be brought in the General Court of Justice of North Carolina sitting in Orange County, North Carolina. It is agreed by the parties that no other court shall have jurisdiction or venue with respect to such suits or actions. Binding arbitration may not be initiated by either Party, however, the Parties may agree to nonbinding mediation of any dispute prior to the bringing of such suit or action. e. Entire Agreement. This Agreement represents the entire and integrated agreement between the County and the Provider and supersedes all prior negotiations, representations or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidenced by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of this Agreement shall be valid and binding upon the Parties. g. Ownership of Work Product. Should Provider’s performance of this Agreement generate documents, items or things that are specific to this Project such documents, items or things shall become the property of the County and may be used on any other project without additional compensation to the Provider. The use of the documents, items or things by the County or by any person or entity for any purpose other than the Project as set forth in this Agreement shall be at the full risk of the County. h. Non-Appropriation. Provider acknowledges that County is a governmental entity, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate. In the event that public funds are unavailable or not appropriated for the performance of County’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to County immediately upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that County shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. In the event of a change in the County’s statutory authority, mandate or mandated functions, by state or federal legislative or regulatory action, which adversely affects County’s authority to continue its obligations under this Agreement, then this Agreement shall automatically terminate without penalty to County upon written notice to Provider of such limitation or change in County’s legal authority. i. Signatures. This Agreement together with any amendments or modifications may be DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB Revised 01/24 7 executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signatures and the intent of the Parties to comply with Article 11A and Article 40 of North Carolina General Statute Chapter 66. j. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Orange County Provider’s Name Attention:Robert Reynolds Central Square LLC P.O. Box 8181 1000 Business Center Drive Hillsborough, NC 27278 Lake Mary, FL 32746 [SIGNATURE PAGE TO FOLLOW] DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB Revised 01/24 8 IN WITNESS WHEREOF, the Parties, by and through their authorized agents, have hereunder set their hands and seal, all as of the day and year first above written. ORANGE COUNTY: PROVIDER: By: _________________________________ Bonnie Hammersley, County Manager By: __________________________________ Ron A. Anderson, Chief Sales Officer Printed Name and Title DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB 4/22/2024 Revised 01/24 9 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Central Square Technologies, LLC Vendor Contact Person: Ron A. Anderson Phone: 800-727- 8088 Address: 1000 Business Center Dr City Lake Mary State: FL Zip: 32746 Department: IT Amount: $10,335.00 Purpose: Professional services to move RMS application to a new server Budget Code(s): 10315020- 630000 Vendor # 67241 Vendor Status with NCSOS: Current - Active Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date 4/2/2024 End Date 6/30/2024 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by IT Signature Authority - BOCC Express Delegation (Agenda Date: ) - Policy 9.4: Under $5,000; Service Under $90,000; Construction Under $250,000 - Budget Policy Section XV (Capital Improvement Project: ) Bidding Informal Bidding ($30k-$90k); Formal RFP ($90k+); Other (<$30k); Exception(# ) Department Affirmation This agreement is approved as to technical form and content and I as Department Director affirmat ively state work on this project has not been initiated prio r to execution of the agreement. This agreement is approved as to technical form and content. Services related to this agreement have alread y begun or been completed. Description of the nature of the emergency condition that was addressed: Department Director’s Signature ________________________________________ Date: ________ Information Technologies This agreement has been reviewed and is approved as to information technology content and specifications: Office of the Chief Information Officer___________________________________ Date: ________ Inapplicable because no hardware/software purchases or related services Risk Management This agreement is approved for sufficiency of insurance standards, specifications, and requirements: Office of the Risk Management Officer___________________________________ Date: _________ Financial Services This instrument has been pre-audited in the manner required by the Local Government Budget and Fiscal Control Act: Office of the Chief Financial Officer ____________________________________ Date: _________ Legal Services This agreement is approved as to legal form and sufficiency: Office of the County Attorney __________________________________________Date: ________ Clerk to the Board All Docusign contracts must be copied to the Clerk upon completion: occlerkdocs@orangecountync.gov The following signature block is for hard copies only and is not required for D ocusign contracts: Received for record retention: DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB 4/16/2024 4/17/2024 4/21/2024 4/22/2024 4/22/2024 Revised 01/24 10 Office of the Clerk to the Board __________________________________________Date:________ DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB Confidential and Proprietary MORE INFORMATION AT CENTRALSQUARE.COM Orange County Sheriff, NC, ONESolution Rehost The parties mutually agree and acknowledge this Summary of Services is a high-level overview of the project requested, not detailed requirements or designs of solution. Project Scheduling Parties agree a schedule will be provided for services within sixty days from the execution of the above quote number. Change Requests The parties may request a change to this summary of services, to increase hours or deliverables, through a written request to the CentralSquare project manager or resource. Professional Services Throughout the course of the project, CentralSquare will use several types of services (defined herein) to complete the necessary steps for successful deployment of the contracted services. The overall services aligned to implementation include Project Management, Consulting Services, Technical Services, Data Conversion Services, Training Services, and in some cases, Installation Services. CentralSquare is not responsible for coordination, management, or covering the cost of any software, work, customization, coding or testing that is required to be performed by any third-party vendors engaged in the context of standard or custom interfaces, unless the work is defined under a Sub-Agreement with CentralSquare within the scope of this Agreement. Business Hours All project services will be performed during normal business hours, defined as 8:00-5:00 PM Eastern Time. If Client desires to perform the services outside of these hours, additional fees will apply. CentralSquare Connectivity to On-Premises Systems The BeyondTrust/Bomgar and/or SecureLink remote support solutions shall be the method of remote access to on- premises customer systems and/or data. These solutions meet all requirements as contained in Section 5.5.6 of the FBI CJIS Security Policy (Remote Access). Use of either of these solutions enable customer agencies to remain CJIS compliant for purposes of FBI and/or state regulatory agency audits. In addition to the above, the PSJ ProSuite application utilizes SSH connectivity to maintain a persistent connection to the appliance/s. The 911 application utilizes Kaseya for application and/or support needs. These solutions are only utilized for these specific applications in addition to Bomgar and/or SecureLink. Services Scope of Project The project includes the following scope of services. CentralSquare Technologies Professional Services proposes the following Technical Services related to the implementation of ONESolution Public Safety and Justice products outlined herein. Services include analysis, planning, business hours delivery and follow-up documentation for the component systems. Hardware, software licensing and installation and configuration of hardware shall be provided by the client or another third-party vendor and should satisfy the recommendations defined in the hardware specifications for Central Square applications. Read this document carefully to confirm the work activities listed here are comprehensive, inclusive, and accurate for your project. Report discrepancies or questions to your Central Square account executive for revisions to this document and any associated quote for professional services. Attachment ADocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB 2 | Confidential and Proprietary MORE INFORMATION AT CENTRALSQUARE.COM The goal of Central Square is to minimize downtime for production systems. Estimates of downtime listed in this document are determined using typical averages and will vary based on customer environment and technologies available. Actual downtime may be significantly less or more than the estimates provided herein but will always be as short as possible for production systems. Please work with your assigned Technical Engineer from Central Square to address specific application priorities for your organization. Central Square makes every effort to provide concise and complete and helpful information regarding the steps required for each migration and for third-party software and devices used with Central Square software solutions. This document may contain information regarding steps or actions that are covered in the scope of a typical migration, but which may not apply to your specific situation. You may also find information regarding compatibility and upgrade requirements for third-party software and/or hardware products used with our solutions. If these conditions apply to your environment, please pay special attention to these statements. We are happy to provide this information as a courtesy and work to provide the most up-to-date information available to us at the time but cannot accept responsibility for third party product compatibility. The following Servers will be rehosted from their current Operating Systems and SQL Server Versions to the latest supported Operating Systems and SQL Server versions for the products. Note: In some cases, SQL Server versions must match between certain server groups – example of these being SQL Replication partners, SQL Server versions per product across installed instances (i.e., Production and Test must match for refresh purposes), SQL Server versions for integrated products within a product line, SQL Cluster nodes: Detailed Outline The technical services will include the following: • Server Preparation – Third party vendors shall provide necessary hardware and software, including installation and configuration of such components prior to the scheduled date of delivery. The hardware environment must meet the specifications and services proposal data stated herein or incorporated by reference. The configuration shall present virtual machines running Windows 2016 or later Operating System for installation, configuration of Central Square software solutions. • Preparation/Follow-up o Preparation Validation of existing client services and systems in place Review and document current configuration for relevant systems Create execution plan. Verification of valid domain credentials, access & functionality o Follow up. Review any unresolved issues. Update CentralSquare documentation • RMS Migration o Preparation Data cleanup– identify and remove old software versions, unused temporary files, old backups, etc. Configuration review Documentation of configuration changes needed. o Migration DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB 3 | Confidential and Proprietary MORE INFORMATION AT CENTRALSQUARE.COM Estimated outage = ~4-8 hours Copy file share data to new server. Export/Import share permissions Export/Import user permissions Execute required configuration changes. Validate application functionality. o Post Migration Troubleshooting any remaining issues Documentation of changes in infrastructure for client records and support • SQL Server and Application Database Migration o Preparation Data cleanup– identify and remove old software versions, unused temporary files, old backups, etc. Configuration review Documentation of configuration changes needed. Document and replicate database permissions o Migration Estimated outage = ~2-6 hours Copy data files to new SQL server for production. Set security permissions. Execute required configuration changes. Configure and test database maintenance plans. Set database recovery model and version. Validate application functionality. o Post Migration Troubleshooting any remaining issues Validate scheduled function of database maintenance jobs. Documentation of changes in infrastructure for client records and support • P2P Migration o Preparation Data cleanup– identify and remove old software versions, unused temporary files, old backups, etc. Configuration review Documentation of configuration changes needed. o Migration Estimated outage = ~2-6 hours Copy files to new server. Set security permissions. Reconfigure scheduled jobs for synchronization of necessary files. Execute required configuration changes. Validate application functionality. o Post Migration Troubleshooting any remaining issues Documentation of changes in infrastructure for client records and support • CentralSquare Interfaces o Migration of CentralSquare interfaces DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB 4 | Confidential and Proprietary MORE INFORMATION AT CENTRALSQUARE.COM o Post migration resolution and configuration updates as needed. o Client agency responsible for any 3rd party vendor engagement and resolution for non-CentralSquare interface migrations or configuration updates • CAD Migration – NOT SCOPED • Message Switch/Mobile Migration – NOT SCOPED • Mobile Data Service Migration – NOT SCOPED • Data warehouse Migration – NOT SCOPED • P2C Migration – NOT SCOPED • Utility Server Setup/Configuration – NOT SCOPED • FTO Migration – NOT SCOPED • OpCenter Server Migration – NOT SCOPED • ONESolution MCT Server Migration – NOT SCOPED • Freedom Server Migration – NOT SCOPED • Training Environment – NOT SCOPED • Neverfail Consult – NOT SCOPED • Migration to new Active Directory Domain – NOT SCOPED • Migration to new VLAN\Migration to new IP Addresses – NOT SCOPED • Migrate to Clustered environment – NOT SCOPED • After Hours Go Live – NOT SCOPED Additional Considerations Security Statement: Windows Firewall is supported and can be enabled on servers as part of the project. CentralSquare will utilize exceptions to allow traffic between CentralSquare applications and databases. It is not recommended to rely solely on local firewalling for security. Enabling local firewalling should be discussed with the assigned project staff and can be implemented as part of the rehost project. Windows UAC will be enabled by default on servers provided to CentralSquare for installation. Any changes to UAC settings to facilitate troubleshooting will be reversed when troubleshooting is complete, prior to Go Live. The CentralSquare ONESolution product line has no reliance on the SQL “sa” user. DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB 5 | Confidential and Proprietary MORE INFORMATION AT CENTRALSQUARE.COM The CentralSquare ONESolution product line can make use of Windows Service accounts to enhance security. The use of Windows Service accounts should be discussed with the assigned project staff and can be implemented as part of the rehost project. Dependencies for a successful engagement may include: • Statement on network throughput: CentralSquare ONESolution desktop applications (CAD, RMS, JMS, MobLAN, CAD Status Monitor) require consistent 100mbps throughput between workstations and servers. This must be a constant throughput, not a burst or maximum attainable speed. CentralSquare recommends 4G or better wireless technology for ONESolution Mobile infrastructure (ONESolution MCT, ONESolution Freedom). ONESolution Visual MCT requires 3G or better. Network bandwidth should be measured with current loads and factored accordingly prior to any proposed increase in traffic or change in network infrastructure or carrier. • State Connect connectivity with the new server system (and location as applicable) – Please ensure the state network is accessible to the new server intended to run the Message Switch application. Multi-homed configurations require static routes, other network configurations depend on infrastructure routing for successful state connectivity. • Remote or physical site and system access • Active Directory Domain level system authentication/access • Access to IT and data management department personnel • Changes to primary systems are typically performed offsite. For Onsite engagements travel costs are not included in the costs for professional services. Travel costs are billed as incurred, in accordance with the customers master agreement where applicable and in addition to the costs associated with professional services. Please ensure appropriate funding for travel as needed. • Changes involving web-based applications are collaborative efforts between onsite engineers and remote staff dedicated to those applications Migrations from Physical to Virtual Servers: • Migrating from Physical servers to Virtual servers may entail the need for new hardware. Specifically: o Serial to IP Converter (Digi PortServer or similar) to connect the physical Serial cable for 911 phone systems to a virtual server for ANI/ALI interfaces or other Serial connections. o USB to IP Converter (Digi USBAnywhere or similar) for connection of USB dongles/modems (examples: ProQA dongle, Rip and Run Fax machines, Legacy Paging interfaces o USB Modem – for Rip and Run and Paging If you wish to purchase this hardware through CentralSquare communicate this to your Account Manager. Assumptions and Client Responsibilities This Summary of Services and estimation of effort uses and implies certain technical assumptions, limitations, and conditions. Please review this section carefully. The “Special Notes” section above is for documentation of any special or unusual conditions or other concurrent projects to confirm their consideration in preparation of this scope of work. Exclusion or misrepresentation may significantly increase the level of effort required for a successful project and result in additional, unexpected cost. The following list is a sample of common work items that are not included shall not impact the effort of this engagement in any way unless their expected impact is specifically mentioned in the “Special DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB 6 | Confidential and Proprietary MORE INFORMATION AT CENTRALSQUARE.COM Notes” section of this document. This is not a comprehensive list of all potential external influencers and are only representative samples of items that are excluded unless specifically requested and noted above: • Implementation of new Active Directory domain or domain configuration • Relocation of systems to another Active Directory domain • Relocation of systems to other network zones • Other concurrent projects for systems related or interconnected with solutions proposed herein Please notify your account team immediately if any such items or similar conditions apply to your project and have not been noted in the “Special Notes” section prior. Further Assumptions: • Implementation will be carried out remotely during CentralSquare’s regular business hours unless specifically noted in Services Scope. Services are proposed for delivery during normal business hours. To ensure the success of every project and availability of support resources from Central Square and various third-party vendors, which vary from site to site, certain limitations are imposed, and a specific definition of business hours is defined. Services outside of normal business hours shall be scheduled between the hours of 5pm EST Monday and be completed no later than 5pm EST Thursday and incurs additional costs. Delivery of all services will be scheduled to avoid all client, Central Square and/or nationally recognized holidays. • Client to supply hardware, virtualization software, Operating System licensing, SQL Server licensing and licensing of any other third-party hardware or software not specifically listed in the quote or Services Scope. • Client to install hardware, create virtual machines and install Operating Systems unless specified as a CentralSquare or partner responsibility in the quote or Services Scope. • Client will maintain remote connectivity to the site through CentralSquare’s preferred remote connectivity solution. • CentralSquare staff will be permitted console access to all servers. • CentralSquare staff will be permitted SQL administrator access to all database instances. • Client will adhere to minimum specifications and disk space recommendations and guidelines as documented in the CentralSquare documentation and the client-specific specifications documented by the CentralSquare project team as a project artefact. • Client to ensure any client-installed third-party software (for example utilities for backups, antivirus) are certified to operate on the new operating system. • The Client will be responsible for any physical connections to the servers such as serial interface connections. • During the staging process no new builds or configuration changes are recommended in any environment to be rehosted. If necessary, changes are to be coordinated through the Project Manager as well as Client Support. Some changes may require a Change Order to the project. • SQL Server replication is supported between SQL Servers within 2 major versions of publisher and subscriber. There is conflicting information available about compatibility and field experience has shown replication issues when there is even a small difference in SQL Server versions between publisher and subscriber(s). Therefore, it is recommended that all SQL Servers involved in a replication topology should be upgraded/replaced at the same time to avoid compatibility and reliability issues related to employee replication and/or replication for data warehouse reporting. • For customers using PageGate, version 8 or higher is required for compatibility with Windows Server 2016 and later. An upgrade to PageGate can be purchased directly through Notepage for existing clients. DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB 7 | Confidential and Proprietary MORE INFORMATION AT CENTRALSQUARE.COM DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS. INSURER(S) AFFORDING COVERAGE INSURER F : INSURER E : INSURER D : INSURER C : INSURER B : INSURER A : NAIC # NAME:CONTACT (A/C, No):FAX E-MAILADDRESS: PRODUCER (A/C, No, Ext):PHONE INSURED REVISION NUMBER:CERTIFICATE NUMBER:COVERAGES IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed. If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement(s). THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER. OTHER: (Per accident) (Ea accident) $ $ N / A SUBR WVD ADDL INSD THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS. $ $ $ $PROPERTY DAMAGE BODILY INJURY (Per accident) BODILY INJURY (Per person) COMBINED SINGLE LIMIT AUTOS ONLY AUTOSAUTOS ONLY NON-OWNED SCHEDULEDOWNED ANY AUTO AUTOMOBILE LIABILITY Y / N WORKERS COMPENSATION AND EMPLOYERS' LIABILITY OFFICER/MEMBER EXCLUDED? (Mandatory in NH) DESCRIPTION OF OPERATIONS below If yes, describe under ANY PROPRIETOR/PARTNER/EXECUTIVE $ $ $ E.L. DISEASE - POLICY LIMIT E.L. DISEASE - EA EMPLOYEE E.L. EACH ACCIDENT EROTH-STATUTEPER LIMITS(MM/DD/YYYY)POLICY EXP(MM/DD/YYYY)POLICY EFFPOLICY NUMBERTYPE OF INSURANCELTRINSR DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES (ACORD 101, Additional Remarks Schedule, may be attached if more space is required) EXCESS LIAB UMBRELLA LIAB $EACH OCCURRENCE $AGGREGATE $ OCCUR CLAIMS-MADE DED RETENTION $ $PRODUCTS - COMP/OP AGG $GENERAL AGGREGATE $PERSONAL & ADV INJURY $MED EXP (Any one person) $EACH OCCURRENCE DAMAGE TO RENTED $PREMISES (Ea occurrence) COMMERCIAL GENERAL LIABILITY CLAIMS-MADE OCCUR GEN'L AGGREGATE LIMIT APPLIES PER: POLICY PRO-JECT LOC CERTIFICATE OF LIABILITY INSURANCE DATE (MM/DD/YYYY) CANCELLATION AUTHORIZED REPRESENTATIVE ACORD 25 (2016/03) © 1988-2016 ACORD CORPORATION. All rights reserved. CERTIFICATE HOLDER The ACORD name and logo are registered marks of ACORD HIRED AUTOS ONLY C 1,000,000 H-630-6S758660-COF-23 X ATL-005615383-03 1,000,000 10,000,000 X 25623 10,000,000 SIR of Marsh USA LLC ATLANTA, GA 30326 N X08/31/2023 AIG Specialty Insurance Company 0 08/31/2024 08/31/2023 19038 08/31/2024 BA-6S783539-23-I3-G E&O/Cyber D 2,000,000 1,000,000 X 25674 Phoenix Insurance Company 1,000,000 E X 09/01/2023 1,000,000 08/31/2023 5,000,000 Orange County, NC, its officers, officials and employees are included as additional insureds where required by written contract with respect to General and Auto Liability. X Hillsborough, NC 27278 Orange County Travelers Casualty And Surety Company 10,000 A Travelers Property Casualty Company Of America CN130114897-EO/C-GAWU-23-24 Limit 10,000 08/31/2024 1,000,000 CUP-6S801390-23-I3 2,000,000 25615 1,000,000 1,000,000 08/31/2024 UB-6S783668-23-I3-G TWO ALLIANCE CENTER MARSH USA, LLC. 3560 LENOX ROAD, SUITE 2400 1000 Business Center Drive CentralSquare Technologies, LLC Lake Mary, FL 32746 X X 01-424-27-66 08/31/2023 P.O. Box 8181 X X X 08/31/2023 B 08/31/2024 26883 The Charter Oak Fire Insurance Co. DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB ACORD 101 (2008/01) The ACORD name and logo are registered marks of ACORD © 2008 ACORD CORPORATION. All rights reserved. THIS ADDITIONAL REMARKS FORM IS A SCHEDULE TO ACORD FORM, FORM NUMBER:FORM TITLE: ADDITIONAL REMARKS ADDITIONAL REMARKS SCHEDULE Page of AGENCY CUSTOMER ID: LOC #: AGENCY CARRIER NAIC CODE POLICY NUMBER NAMED INSURED EFFECTIVE DATE: � 22 � � Atlanta Effective Date: 08/31/2023 � Policy Number: MTE9043949 02 � Limit: $5M x $5M� Expiration Date: 08/31/2024 � Excess E&O/Cyber:� �� Carrier: Indian Harbor Insurance Company� � Certificate of Liability Insurance CN130114897 � � MARSH USA, LLC.� 1000 Business Center Drive� CentralSquare Technologies, LLC� Lake Mary, FL 32746 25 � DocuSign Envelope ID: D6B843A1-D9CE-48A6-9AFC-B74245BBA0FB