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2026-197-E-IT Dept-Superion-Software licenses and annual maintenance fees
NORTH CAROLINA SERVICES AGREEMENT NO RFP/RFQ ORANGE COUNTY This Services Agreement (hereinafter “Agreement”), made and entered into this ______ day of _______________ 2026, (“Effective Date”) by and between Orange County Sheriff Charles S. Blackwood (“Sheriff”) and Superion, LLC, a CentralSquare Company (hereinafter, the “Provider”). WITNESSETH: That the Sheriff and the Provider, for the consideration named herein, do hereby agree as follows: 1. Services a. Scope of Work. i. This Agreement is for services to be rendered by Provider to the Sheriff with respect to: client licenses and annual maintenance fees for ONESolution modules. 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 Sheriff 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 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 Sheriff. Docusign Envelope ID: F30F2F39-4481-49E9-9AB5-173A72476508Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 5/19/2026 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 Sheriff. No permission for subcontracting shall create, between the Sheriff and the subcontractor, any contract or any other relationship. iv. Provider is an independent contractor of the Sheriff. 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 Sheriff, 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 referenced documents, exhibits, or addenda. 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 Sheriff 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 Sheriff may reject all bids and Provider will redesign or reduce portions of the project in an effort to reduce the bid prices to 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 a. Basic Services. The Services to be rendered pursuant to this Agreement are as follows: CAD AVL License, MCT Client License, CAD Resource Monitor Display License, Annual Maintenance Fees for ONESolution modules Mobile Field Reporting Server, MFR Client, MFR Client-Arrest, Oasis Commissary Interface, Mobile Server Software, MCT Client-Digital Dispatch, MCT Client-MAPS, and Docusign Envelope ID: F30F2F39-4481-49E9-9AB5-173A72476508Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 MFR Client-MOBLAN Version as listed on Renewal Order #Q-249567, labeled as Exhibit 3, attached hereto and incorporated by reference. 4. Duration of Services a. Term. The term of this Agreement shall be from August 1, 2026, to July 31, 2027. 5. Compensation a. Compensation for Basic Services. The maximum amount payable shall not exceed Eighteen-thousand-three-hundred-ninety-seven dollars and 58/100 ($18,397.58). Payment shall become due and payable within thirty (30) days of Provider properly invoicing the Sheriff. Payment shall be subject to provisions of Section 5(b).Disputes. In the event the amount stated on an invoice is disputed by the Sheriff, the Sheriff 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, the Sheriff may, without fault or penalty, withhold any payment associated with the work to be performed until such time as said work is completed. b. Additional Services. The Sheriff shall not be responsible for costs related to any services in addition to the Basic Services performed by Provider unless the Sheriff requests such additional services in writing and such additional services are evidenced by a written amendment to this Agreement. 6. Responsibilities of the Sheriff a. Cooperation and Coordination. The Sheriff has designated Tom Parker to act as the Sheriff’s representative with respect to the Project who shall have the authority to render decisions as authorized by the Sheriff and who shall be available during working hours as often as may be reasonably required to render decisions and to furnish information. 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). Provider shall not commence work until such insurance is in effect and certification thereof has been received by the Sheriff. 8. Indemnity a. Indemnity. To the extent authorized by North Carolina law the Provider agrees, without limitation, to defend, indemnify, and hold harmless the Sheriff from all losses, liabilities, claims, demands, suits, costs, damages or expenses (including reasonable attorney’s fees) arising from bodily injury, including death, to any person or persons or damage to or destruction of any property caused in whole or in part by any negligent or misconduct of the Provider except to the extent same are caused by the negligence or willful misconduct of the Sheriff. It is the intent of this provision Docusign Envelope ID: F30F2F39-4481-49E9-9AB5-173A72476508Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 to require the Provider to indemnify the Sheriff 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 Sheriff and the Provider. The Provider shall proceed to perform the Services required by the Amendment only after receiving a fully executed Amendment from the Sheriff. 10. Termination a. Other Termination. Either party may terminate this Agreement based upon the material breach of this Agreement; provided, the other party has not taken all reasonable actions to remedy the breach. The terminating party shall give the other party thirty (30) days’ prior written notice 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 obligations. b. 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 Sheriff due to errors or omissions of the Provider. Upon request of the Sheriff, the Provider shall submit to the Sheriff 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 Sheriff within thirty (30) days, at no additional cost, all deliverables including any electronic data or files relating to the Project. c. Waiver. The payment of any sums by the Sheriff under this Agreement or the failure of the Sheriff to require compliance by the Sheriff with any provisions of this Agreement or the waiver by the Sheriff of any breach of this Agreement shall not constitute a waiver of any claim for damages by the Sheriff for any breach of this Agreement or a waiver of any other required compliance with this Agreement. 11. Additional Provisions a. Limitation and Assignment. The Sheriff and the Provider each bind themselves, their successors, assigns, and legal representatives to the terms of this Agreement. Neither the Sheriff nor the Provider shall assign or transfer its interest in this Agreement without the written consent of the other. There are no third-party beneficiaries of this Agreement and nothing in this Agreement, express or implied, is intended to confer on any person other than the parties hereto (and their respective successors, heirs, and permitted assigns), any rights, remedies, or obligations. Docusign Envelope ID: F30F2F39-4481-49E9-9AB5-173A72476508Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 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 Provider and any subcontractors 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 anti-discrimination laws, policies, rules, and regulations and the Orange County Non-Discrimination Policy and Orange County Living Wage Policy (each policy is incorporated herein by reference and may be viewed at http://www.orangecountync.gov/departments/purchasing_division/contracts.php). Any violation of this requirement is a breach of this Agreement, and the Sheriff may immediately terminate this Agreement without further obligation on the part of the Sheriff. 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 Sheriff and the Provider and supersedes all prior negotiations, representation, or agreements, either written or oral. This Agreement may be amended only by written instrument signed by both parties. Modifications may be evidence by facsimile signatures. f. Severability. If any provision of this Agreement is held as a matter of law to be unenforceable, the remainder of the 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 Sheriff and may be used on any other project without additional compensation to the Provider. The use of the documents, items, or things by the Sheriff 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 Sheriff. Docusign Envelope ID: F30F2F39-4481-49E9-9AB5-173A72476508Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 h. Non-Appropriation. Provider acknowledges that the Sheriff’s Office is funded by county government, and the validity of this Agreement is based upon the availability of public funding under the authority of its statutory mandate and subject to appropriations made by the Orange County Board of Commissioners. In the event that public funds are unavailable or not appropriated for the performance of the Sheriff’s obligations under this Agreement, then this Agreement shall automatically expire without penalty to the Sheriff upon written notice to Provider of the unavailability or non-appropriation of public funds. It is expressly agreed that the Sheriff shall not activate this non-appropriation provision for its convenience or to circumvent the requirements of this Agreement. i. Signatures. This Agreement together with any amendments or modifications may be executed electronically. All electronic signatures affixed hereto evidence the consent of the Parties to utilize electronic signature and the intent of the Parties to comply with Article 11A and Article 40 of the North Carolina General Statutes Chapter 66. j. Exhibits to be included as part of the Agreement: i. Exhibit 1: Maintenance and Support ii. Exhibit 2: CentralSquare Access Management Policy iii. Exhibit 3: Renewal Order #Q-249567 k. Notices. Any notice required by this Agreement shall be in writing and delivered by certified or registered mail, return receipt requested to the following: Sheriff Provider Sheriff Charles S. Blackwood Legal/Contracts Orange County Sheriff’s Office CentralSquare Technologies, LLC. 106 E Margaret Lane 1000 Business Center Drive Hillsborough, NC 27278 Lake Mary, FL 32746 Docusign Envelope ID: F30F2F39-4481-49E9-9AB5-173A72476508Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 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 written above. ORANGE COUNTY SHERIFF: PROVIDER: By: ___________________________ By: ___________________________ Charles S. Blackwood, Sheriff Title: _________________________ Docusign Envelope ID: F30F2F39-4481-49E9-9AB5-173A72476508 Director, Renewals 5/6/2026 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 EXHIBIT 1 Maintenance & Support This Maintenance & Support Exhibit describes support and maintenance relating to technical support that CentralSquare will provide to Customer during the Term of the Agreement. 1. Product Updates and Releases 1.1. Software Version. “Software Version” means the base or core version of the Software that contains significant new features and significant fixes and is available to the Customer. Software Versions may occur as the Software architecture changes or as new technologies are developed. The nomenclature used for updates and upgrades consists of major, minor, build, and fix and these correspond to the following digit locations of a release, a,b,c,d. An example of which would be 7.4.1.3, where the 7 refers to the major release, the 4 refers to the minor release, the 1 refers to the build, and the 3 refers to a fix. All Software Versions are provided and included as part of this Agreement. 1.2. Updates. From time to time CentralSquare may develop permanent fixes or solutions to known problems or bugs in the Software and incorporate them in a formal “Update” to the Software. If Customer is receiving technical support from CentralSquare on the general release date for an Update, CentralSquare will provide the Customer with the Update and related Documentation at no extra charge. Updates for custom configurations will be agreed upon by the Parties and outlined in a Statement of Work or Change Order. 1.3. Releases. Customer shall agree to install and/or use any New or Major Release within one year of being made available by CentralSquare to avoid or mitigate a performance problem, ineligibility for Support and Maintenance Services or infringement claim. All modifications, revisions and updates to the Software shall be furnished by means of new Releases of the Software and shall be accompanied by updates to the Documentation whenever CentralSquare determines, in its sole discretion, that such updates are necessary. 2. Support 2.1. CentralSquare shall provide to Customer support via toll-free phone number 833-278-7877 or via the CentralSquare Support Portal. CentralSquare shall provide to Customer, commercially reasonable efforts in solving errors reported by the Customer as well as making available an online support portal. Customer shall provide to CentralSquare reasonably detailed documentation and explanation, together with underlying data, to substantiate errors and to assist CentralSquare in its efforts to diagnose, reproduce and correct the error. Should either Party not be able to locate the error root cause and Customer and CentralSquare agree that on-site services are necessary to diagnose or resolve the problem CentralSquare shall provide a travel estimate and estimated hours in order to diagnose the reported error. 2.2. If after traveling onsite to diagnose a reported error and such reported error did not, in fact, exist or was not attributable to a Defect in the Software provided by CentralSquare or an act or omission of CentralSquare, then Customer shall pay for CentralSquare's investigation, travel, and related services in accordance with provided estimate. Customer must provide CentralSquare with such facilities, equipment and support as are reasonably necessary for CentralSquare to perform its obligations under this Exhibit, including remote access in accordance with the Remote Access Policy. 3. Online Support Portal Online support is available via https://support.centralsquare.com/s/contact-us, offering Customer the ability to resolve its own problems with access to CentralSquare’s most current information. Customer will need to enter its designated username and password to gain access to the technical support areas on CentralSquare’s website. CentralSquare’s technical support areas allow Customer to: (i) search an up-to-date knowledge base of technical support information, technical tips, and featured functions; and (ii) access answers to frequently asked questions (FAQ). 4. Exclusions from Technical Support Services CentralSquare shall have no support obligations to provide Support or Maintenance for Solutions that are not kept current to one version prior to the then current version of the Solution. CentralSquare shall have no support obligations with respect to any third-party hardware or software product not licensed or sold to Customer by CentralSquare (“Nonqualified Product”). Customer shall be solely responsible for the compatibility and functioning of Nonqualified Products with the Software. 5. Customer Responsibilities In connection with CentralSquare’s provision of technical support as described herein, Customer acknowledges that Customer has the responsibility to do each of the following: 5.1 Provide hardware, operating system and browser software that meets technical specifications, as well as a fast, stable, high-speed connection and remote connectivity for accessing the Solution. 5.2 Maintain any applicable computer system and associated peripheral equipment in good working order in Docusign Envelope ID: F30F2F39-4481-49E9-9AB5-173A72476508Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 accordance with the manufacturers’ specifications, and ensure that any problems reported to CentralSquare are not due to hardware malfunction; 5.3 For CentralSquare Solutions that are implemented on Customer Systems, maintain the designated operating system at the latest code revision level reasonably deemed necessary by CentralSquare for proper operation of the Software; 5.4 Supply CentralSquare with access to and use of all information and facilities reasonably determined to be necessary by CentralSquare to render the technical support described herein; 5.5 Perform any test or procedures reasonably recommended by CentralSquare for the purpose of identifying and/or resolving any problems; 5.6 At all times follow routine operator procedures as specified in the Documentation or any error correction guidelines of CentralSquare posted on the CentralSquare website; 5.7 Customer shall remain solely responsible at all times for the safeguarding of Customer’s proprietary, confidential, and classified information contained within Customer Systems; and 5.8 Reasonably ensure that the Customer Systems are isolated and free from viruses and malicious code that could cause harm before requesting or receiving remote support assistance. 6. Priorities and Support Response Matrix The following priority matrix relates to software errors covered by this Agreement. Causes secondary to non- covered causes - such as hardware, network, and third-party products - are not included in this priority matrix and are outside the scope of this Exhibit. CentralSquare will make commercially reasonable efforts to respond to Software incidents for live remote based production systems using the following guidelines: Priority Issue Definition Response Time Priority 1 – Urgent The software is completely down and will not launch or function. Priority 1 issues must be called in via 833-278-7877 and will be immediately answered and managed by the first available representative. Priority 2 – Critical A high-impact problem that disrupts the customer’s operation but there is capacity to remain productive and maintain necessary operations. Priority 2 issues must be called in via 833-278-7877 and will be immediately answered and managed by the first available representative. Priority 3 – Non-Critical A Software Error related to a user function which does not negatively impact the User from the use of the system. This includes system administrator functions or restriction of user workflow but does not significantly impact their job function. Non-Critical Priority 3 issues must be reported via Https://support.centralsquare.com/s/contact-us Priority 4 – Minor Cosmetic or documentation errors, including Customer technical questions or usability questions. Minor Priority 4 issues must be reported via Https://support.centralsquare.com/s/contact-us 7. Exceptions. CentralSquare shall not be responsible for failure to carry out its Support and Maintenance obligations under this Exhibit if the failure is caused by adverse impact due to: 7.1. defectiveness of the Customer’s Systems (including but not limited to environment, hardware or ancillary systems), or due to Customer corrupt, incomplete, or inaccurate data reported to the Solution, 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 Solution 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 Solution. Docusign Envelope ID: F30F2F39-4481-49E9-9AB5-173A72476508Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 7.4. a Force Majeure event (as outlined in Section 12), 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. CentralSquare will make commercially reasonable efforts to resolve Software incidents for live remote based production systems using the following guidelines: Priority Resolution Process Resolution Time Priority 1 – Urgent CentralSquare will provide a procedural or configuration workaround or a code correction that allows the Customer to resume live operations on the production System. CentralSquare will work continuously to provide the Customer with a solution that allows the Customer to resume live operations on the production system. CentralSquare will either resolve the issue or provide a resolution plan as soon as possible and not later than twenty-four (24) hours after notification. Priority 2 – Critical CentralSquare will provide a procedural or configuration workaround or a code correction that allows the Customer to resume normal operations on the production System. CentralSquare will work continuously to provide the Customer with a solution that allows the Customer to resume normal operations on the production System. CentralSquare will either resolve the issue or provide a resolution plan as soon as possible and not later than thirty- six (36) hours after notification. Priority 3 – Non – Critical CentralSquare will provide a procedural or configuration workaround that allows the Customer to resolve the problem. CentralSquare will work to provide the Customer with a resolution which may include a workaround or code correction within a timeframe that takes into consideration the impact of the issue on the Customer and CentralSquare’s User base. Priority 3 issues have no defined resolution time. Priority 4 – Minor If CentralSquare determines that a reported Minor Priority error requires a code correction, such issues will be addressed in a subsequent release when applicable. CentralSquare will work to provide the Customer with a resolution which may include a workaround or code correction in a future release of the software. Priority 4 issues have no defined resolution time. 9. Cases needing development. Support cases that require code development (e.g. writing, modifying or reviewing source code to create new functionality, resolve issues, or improve existing features) will be transferred to the appropriate product development team. Cases transferred to product development will be reviewed to determine the nature of the request, the severity of the impact on the performance of the solution, and the availability of a resolution. CentralSquare reserves the right to close out Non-Critical (Priority 3) and Minor (Priority 4) support cases, without resolution, for development items that do not reasonably fall within the current product roadmap. 10. Non-Production Environments. CentralSquare will make commercially reasonable efforts to provide fixes to non- production environment(s). Non-production environments are not included under the response or resolution tables provided in this Exhibit. 10.1. Maintenance. All non-production environment resolution processes will follow the structure and schedules outlined above for production environments. 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 subordinate to production environment service requests. 11. Training. Outside the scope of training services purchased, if any, Customer is responsible for the training and Docusign Envelope ID: F30F2F39-4481-49E9-9AB5-173A72476508Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 organization of its staff in the operation of the Software. 12. Development Work. Software support and maintenance does not include development work either (i) on software not licensed from CentralSquare or (ii) development work for enhancements or features that are outside the documented functionality of the Software, except such work as may be specifically purchased and outlined in the Agreement. CentralSquare retains all intellectual property rights in development work performed and Customer may request consulting and development work from CentralSquare as a separate billable service. 13. Technology Life Expectancy. Customer understands, acknowledges and agrees that the technology upon which the Hardware, Solution and Third-Party Software is based changes rapidly. Customer further acknowledges that CentralSquare will continue to improve the functionality and features of the Solution to improve legal compliance, accuracy, functionality and usability. As a result, CentralSquare does not represent or warrant that the Hardware, Solution and/or Third-Party Software provided to Customer under this Agreement or that the Customer Systems recommended by CentralSquare will function for an indefinite period of time. Rather, CentralSquare and Customer may, from time to time, analyze the functionality of the Hardware, Solution, Third-Party Software and Customer Systems in response to changes to determine whether Customer must upgrade the same. Customer upgrades may include without limitation, the installation of a new Release, additional disk storage and memory, and workstation and/or server upgrades. Customer upgrades may also include the installation and/or removal of Third-Party Software. Customer is solely responsible for all costs associated with future resources and upgrades. Docusign Envelope ID: F30F2F39-4481-49E9-9AB5-173A72476508Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 EXHIBIT 2 CentralSquare Access Management Policy In order to provide secure, federally compliant connections to agency systems CentralSquare Technologies (“CentralSquare”) requires BeyondTrust or SecureLink as the only approved methodology of connection. BeyondTrust and Securelink provide the necessary remote access in order to service and maintain CentralSquare products while adhering to the Federal Bureau of Investigations Criminal Justice Information Services requirements. Both solutions utilize two-factor authentication Federal Information Processing Standard Publication (“FIPS”) 140-2 validated cryptographic modules and AES encryption in 256-bit strengths. BeyondTrust and Securelink are addressed in turn via this Access Management Policy; Customers may choose which remote privileged access management solution will be utilized by CentralSquare. BeyondTrust The BeyondTrust remote support solution may be utilized via escorted session or a jump Customer. As for an escorted session, when an agency needs assistance from CentralSquare, the agency employee requesting assistance will receive verbal or email communication with a session key necessary to enable remote access. If a verbal key is provided, the user enters the session key after visiting https://securesupport.centralsquare.com. Jump Customers are a Windows service that can be stopped/started to facilitate a support session. Connections made via jump Customer can be active or passive. An active jump Customer is always available. A passive connection is enabled for a specific purpose and then disabled when not used. Regardless of the option selected, CentralSquare’s support team will arrange a BeyondTrust session to establish the jump Customer. The jump Customer resides on the agency side on the installed device, where an agency administrator can manage. Instructions on how to enable/disable jump Customers can be provided upon request. A sample workflow of a passive jump Customer is provided below: Should an agency require support from CentralSquare, a call would be placed and/or a support ticket opened in the portal on the CentralSquare customer support website. Before accessing the agency’s system and/or environment, the CentralSquare representative would send a notice of connection from the CentralSquare support portal instance. This notice can be sent to the individual at the agency that the CentralSquare representative is working with or other designated contacts as necessary. Upon receipt of the notice of connection, the agency personnel would enable the BeyondTrust jump Customer. The CentralSquare representative would then be admitted to the agency’s system and/or environment to perform the necessary task. Upon completion of the task, the CentralSquare representative sends a notice of disconnection from the CentralSquare support portal instance. Upon receipt of the notice of disconnection, the agency personnel would then disable the BeyondTrust jump Customer. Securelink Similar to BeyondTrust’s escorted session, Securelink may be utilized via “quick connect”. To enable a quick connect session when an agency needs assistance from CentralSquare, the Agency employee requesting assistance will enter a key code in order to connect for screen sharing on a device. Similar to the jump Customer methodology, SecureLink may also be utilized via “gatekeeper”. The sample workflow description for a jump Customer provided above is substantially similar to the workflow for gatekeeper. Summation BeyondTrust and Securelink allow customers the ability to monitor connectivity to the customer’s network and maintain CJIS compliance while enabling CentralSquare to perform the necessary support functions. Docusign Envelope ID: F30F2F39-4481-49E9-9AB5-173A72476508Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 MORE INFORMATION AT CENTRALSQUARE.COM Renewal Order prepared by: Mabel Jose Peralta mabel.jose@centralsquare.com Thank you for your continued business. We at CentralSquare appreciate and value our relationship and look forward to serving you in the future. CentralSquare provides software that powers over 8,000 communities. More information about all of our products can be found at www.centralsquare.com. WHAT SOFTWARE IS INCLUDED? _____ PRODUCT NAME QUANTITY TOTAL 1. ONESolution CAD Client AVL License Annual Maintenance Fee 15 417.25 USD 2. ONESolution CAD Resource Monitor Display License With Maps Annual Maintenance Fee 1 278.23 USD 3. ONESolution CAD Resource Monitor Display License With Maps Annual Maintenance Fee 3 859.49 USD 4. ONESolution MCT Client License for Message Switch Annual Maintenance Fee 5 278.09 USD 5. ONESolution MCT Client-Digital Dispatch Annual Maintenance Fee 15 2,920.53 USD 6. ONESolution MCT Client-MAPS Annual Maintenance Fee 15 417.25 USD 7. ONESolution MFR Client Annual Maintenance Fee 15 3,336.91 USD 8. ONESolution MFR Client-Arrest Annual Maintenance Fee 15 1,251.75 USD 9. ONESolution MFR Client-MOBLAN Version Annual Maintenance Fee 10 1,112.52 USD 10. ONESolution Mobile Field Reporting Server Annual Maintenance Fee 1 3,282.19 USD 11. ONESolution Mobile Server Software Annual Maintenance Fee 1 3,838.31 USD 12. ONESolution Oasis Commissary Interface Annual Maintenance Fee 1 405.06 USD Renewal Order #: Q-249567 Start Date: August 1, 2026 End Date: July 31, 2027 Billing Frequency: Yearly Subsidiary: Superion, LLC Renewal Order prepared for: Leslie Wilcox, Business Officer Orange County Sheriff's Office 144 East Margaret Lane Hillsborough, North Carolina 27278 919-245-2281 Docusign Envelope ID: F30F2F39-4481-49E9-9AB5-173A72476508 EXHIBIT 3Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 MORE INFORMATION AT CENTRALSQUARE.COM Renewal Order prepared by: Mabel Jose Peralta mabel.jose@centralsquare.com Renewal Order Total: 18,397.58 USD Billing Information This is not an invoice. Prices shown do not include any taxes that may apply. Any such taxes are the responsibility of the Customer. For customers based in the United States or Canada, any applicable taxes will be determined based on the laws and regulations of the taxing authority(ies) governing the Ship To location provided by the Customer on the Renewal Order Form. Please note that the Total Price shown above has been rounded to the nearest two decimal places for display purposes only. The actual price may include as many as five decimal places. For example, an actual price of $21.37656 will be shown as a Total Price of $21.38. The Total for this quote has been calculated using the actual prices for the product and/or service, rather than the Total Price displayed above. Docusign Envelope ID: F30F2F39-4481-49E9-9AB5-173A72476508Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 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 08/31/2026 10,000 of Marsh USA LLC X 19038 2,000,000 N/A 25615 10,000,000 A X C 08/31/2026 X Travelers Property Casualty Company Of America 08/31/2025 CN130114897-8/31-5M-25-26 1,000,000 25623 ATL-005615383-08 08/31/2025 2,000,000 04/06/2026 2 1,000,000 1,000,000 1,000,000 B 08/31/2026 08/31/2025 X 25674 BA-6S783539-25-I3-G 10,000 UB-6S783668-25-I3-G X CUP-6S801390-25-I3 1,000,000 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. Travelers Casualty And Surety Company 1000 Business Center Drive CentralSquare Technologies, LLC Lake Mary, FL 32746 1,000,000 The Charter Oak Fire Insurance Co. X TWO ALLIANCE CENTER MARSH USA, LLC. ATLANTA, GA 30326 3560 LENOX ROAD, SUITE 2400 H-660-6S758660-COF-25 Phoenix Insurance Company N Hillsborough, NC 27278 Orange County P.O. Box 8181 08/31/2025 D N/A 1,000,000X X X X 10,000,000 08/31/2026 X Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 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: MARSH USA, LLC. �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� 2 Atlanta Certificate of Liability Insurance �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� �� 25 �� �� �� �� �� �� 1000 Business Center Drive��CentralSquare Technologies, LLC�� �� Lake Mary,FL 32746�� �� �� �� 2 CN130114897 �� �� �� �� Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 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 Willis Towers Watson Northeast, Inc. c/o 26 Century Blvd P.O. Box 305191 Nashville, TN 372305191 USA CentralSquare Technologies, LLC 1000 Business Center Drive Lake Mary, FL 32746 Orange County P.O. Box 8181 Hillsborough, NC 27278 01/27/2026 1-877-945-7378 1-888-467-2378 certificates@wtwco.com QBE Specialty Insurance Company 11515 W43828725 A Cyber/Technology & Prof E&O/ Media Liab./Privacy & Cyber Limit13001993001/15/2026 04/28/2027 Retention Security Liability 429778829319740SR ID:BATCH: $500,000 $10,000,000 WTW Certificate Center Page 1 of 1Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 Revised 01/24 1 ORANGE COUNTY—INTERNAL USE ONLY ______________________________________________________________________________ Finance Information Vendor Name: Superion, LLC, a CentralSquare Company Vendor Contact Person: Mabel Jose Peralta Phone: (321) 245-9529 Address: 1000 Business Center D City Lake Mary State: FL Zip: 32746 Department: IT Amount: 18,397.58 Purpose: Software licenses and annual maintenance fees Budget Code(s): 10315020-625010 Vendor # 67241 Vendor Status with NCSOS: Vendor is a BOCC consultant: Yes No Contract Details Contract Type: New Amendment (Original Contract: ) (Most Recent Amendment ) Effective Date August 1, 2026 End Date July 31, 2027 Notice Date (Notice Purpose ) Award Approved by Board (Agenda Date: ); Made or Administered by 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, Sheriff, affirmatively state work on this project has not been initiated prior to execution of the agreement. This agreement is approved as to technical form and content . Services related to this agreement have already 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: Sheriff’s 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 Docusign contracts: Received for record retention: Office of the Clerk to the Board __________________________________________Date:_________ Docusign Envelope ID: 88134446-D927-8F9A-814A-D3C4A524DA66 5/19/2026 5/19/2026 5/25/2026 5/26/2026 5/27/2026