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CentralSquare Solutions Agreement
<br />This CentralSquare Solutions Agreement (the "Agreement"), effective as of the latest date shown on
<br />the signature block below (the "Effective Date"), is entered into between CentralSquare Technologies, LLC, a
<br />Delaware Limited Liability Company with its principal place of business in Lake Mary, Florida ("CentralSquare")
<br />and the City of Redwood City, California ("Customer"), together with CentralSquare, the "Parties", and each,
<br />a "Party"
<br />WHEREAS, CentralSquare licenses and gives access to certain software applications ("Solutions") to
<br />its customers and also provides maintenance, support, migration, installation and other professional services; and
<br />WHEREAS, Customer desires to license and/or gain access to certain Solutions and receive
<br />professional services described herein, and CentralSquare desires to grant and provide Customer license and
<br />access to such offerings as well as to support them with professional services, subject to the terms and conditions
<br />set forth in this Agreement.
<br />NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein,
<br />and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, by
<br />the signatures of their duly authorized representative below, the Parties intending to be legally bound, agree to all
<br />of the following provisions and exhibits of this Agreement:
<br />CentralSquare Technologies, LLC
<br />City of Redwood City
<br />1000 Business Center Dr.
<br />Lake Mary, FL 32746
<br />1017 Middlefield Rd
<br />Redwood City, CA 94063
<br />By: 2Y�/Gy 691
<br />David Gai (Feb 25, 202108:00 MST)
<br />By:
<br />Print Name: David Gai
<br />Print Name: Melissa Stevenson Diaz
<br />Print Title: Chief Customer Officer
<br />Print Title: City Manager
<br />Date Signed: Feb 25, 2021
<br />Date Signed: Feb 26, 2021
<br />1. Solution: Community Development.
<br />2. Term.
<br />2.1. Initial Term. The Initial Term of this Agreement commences as of the Effective Date and will continue in
<br />effect for three (3) years from such date unless terminated earlier pursuant to any of the Agreement's
<br />express provisions (the "Initial Term").
<br />2.2. Renewal Term. This Agreement will automatically renew for an additional one (1) year term unless
<br />terminated earlier pursuant to any of the Agreement's provisions (the "Renewal Term" and, collectively,
<br />with the Initial Term, the "Term").
<br />2.3. Non -Renewal. Either party may elect to end renewal of the contract by issuing a notice of non -renewal,
<br />in writing, to the other party six (6) months prior to the expiration of the Initial Term. CentralSquare shall
<br />provide notice to Customer at the commencement of the third year of the Initial Term that (a) six months'
<br />notice is required in order to end renewal of this Agreement for one additional year, and (b) the further
<br />continuation of services beyond the Term shall require a contract amendment.
<br />3. Fees; Not to Exceed Amount. In consideration of the rights and services granted by CentralSquare to
<br />Customer under this Agreement, Customer shall make payments to CentralSquare pursuant to the amounts
<br />and payment terms outlined in Exhibit 1 (the "Project Cost Summary"). The total amount payable to
<br />CentralSquare under this Agreement shall be Two Hundred and Ninety Thousand Dollars ($290,000) for the
<br />Initial Term and Eighty Thousand Dollars ($80,000) for the Renewal Term, for a total not -to -exceed amount of
<br />Three Hundred and Seventy Thousand Dollars ($370,000). Payment to CentralSquare beyond the first year of
<br />the Initial Term is subject to the appropriation of funding by the City of Redwood City.
<br />4. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:
<br />4.1. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of
<br />violation, proceeding, costs, damages, loss, expense, liability, litigation, citation, summons, subpoena, or
<br />REV: 12-22-2020 PR
<br />ATTY/AGR.2020.307/Central Square (Page 1 of 26)
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