8924 - Contract Executed
Docusign City Council Transmittal Coversheet
File Name
Purchasing Contact
City Council Target Date
Piggy Back Option
Contract Expiration
Ordinance
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8924
Christina Dormady
Land Management Software
No
FILE
DECEMBER 16, 2030
DECEMBER 16, 2025
25-2233
CST-2025-104465
CentralSquare Solutions and Support Agreement
This CentralSquare Solutions and Support Agreement (the "Agreement" or “Contract”), effective as of the latest date shown on
the signature block below (the "Effective Date"), is entered into between CentralSquare Technologies, LLC with its principal
place of business in Lake Mary, FL ("CentralSquare" or “Vendor”) and City of Denton, Texas ("Customer" or “City”), together
with CentralSquare, the "Parties", and each, a "Party".
WHEREAS, CentralSquare licenses and gives access to certain software applications (“Solutions”) to its customers and also provides
maintenance, support, migration, installation and other professional services; and
WHEREAS, This Agreement and its Addenda or Amendment(s) represent the entire agreement between the Parties hereto and a final
expression of their agreements with respect to the subject matter of this Agreement and supersedes all prior written agreements, oral
agreements, representations, understandings or negotiations with respect to the matters covered by this Agreement; and
WHEREAS, Customer desires to license and/or gain access to certain Solutions and receive professional services described herein,
and CentralSquare desires to grant and provide Customer license and access to such offerings as well as to provide support and
maintenance, subject to the terms and conditions set forth in this Agreement.
NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable
consideration, the receipt and sufficiency of which are hereby acknowledged, by the signatures of their duly authorized representative
below, the Parties intending to be legally bound, agree to all of the following provisions and exhibits of this Agreement:
CentralSquare Technologies, LLC City of Denton
1000 Business Center Drive
Lake Mary, FL 32746
601 East Hickory Street,
Denton, Texas , 76201
By: \Signature2\ By: \Signature1\
Print Name: \FullName2\ Print Name: \FullName1\
Print Title: \Title2\ Print Title: \Title1\
Date Signed: \DateSigned2\ Date Signed: \DateSigned1\
Solution: Community Dev
Term.
Term. The Term of this Agreement commences as of the Effective Date and will continue in effect for five (5) year(s) from such
date unless terminated earlier pursuant to any of the Agreement’s express provisions (the “Initial Term” or “Term”).
No Excess Obligations. In the event the Agreement spans multiple fiscal years, the City’s continuing performance under the
Agreement is contingent upon the appropriation of funds to fulfill the requirements of the Agreement by the City Council of
the City of Denton. If the City Council of the City of Denton fails to appropriate or allot the necessary funds, City shall issue
written notice to Vendor that City may terminate the Agreement without penalty, further duty, or obligation. CentralSquare
shall be paid by the City from appropriated funds for all fees and expenses earned up to the date of such termination.
Non-Renewal. Either Party may elect to end renewal of the Agreement by issuing a notice of non-renewal, in writing, to the other
Party six (6) months prior to the expiration of the Agreement term.
Fees.
In consideration of the rights and services granted by CentralSquare to Customer under this Agreement, Customer shall make
payments to CentralSquare pursuant to the amounts and payment terms outlined in Exhibit 1 (the Solution(s) and Services Fee
Schedule).
All invoices shall be billed and paid in U.S. dollars (USD) and in accordance with the terms set forth in Exhibit 1. If Customer delays
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Ron Anderson
11/21/2025
Chief Revenue Officer
12/16/2025
Sara Hensley
City Manager
CST-2025-104465
an invoice payment for any reason, Customer shall promptly notify CentralSquare in writing the reasons for such delay. Unless
otherwise agreed by both Parties, CentralSquare may apply any payment received to any delinquent amount outstanding.
Payment. In accordance with Chapter 2251 of the Texas Gov’t Code: (a) payment shall be made no later
than thirty days following delivery of an invoice to City; and (b) interest, if any, on past due payments shall accrue
and be paid at the maximum rate allowed by law. Invoices and any required supporting documents must be
presented to: City of Denton – Purchasing Department, 901 B Texas Street, Denton, TX 76201.
Tax Exempt. No taxes shall be included in the invoice. City is exempt from the payment of taxes and the
purchase order serves as the required exemption certificate for tax exemption. The City will provide other
exemption certificates or documentation confirming its tax-exempt status as requested.
Governing Law and Venue. The Agreement shall be construed and enforced under and in accordance with
the laws of the State of Texas. Venue for all issues arising from or related to the Agreement shall be resolved in
the courts of Denton County, Texas, and the parties agree to submit to the exclusive jurisdiction of such courts.
Public Information. City shall release information in accordance with the Texas Public Information Act, Tex.
Gov’t Code Chapter 552, and other applicable law or court orders. If requested, Vendor shall make public
information available to City in an electronic format, and any portions of records claimed by the Vendor to be
proprietary must be clearly marked as such.
Insurance. City is insured for general liability insurance under a self-insurance program covering its limits of
liability. The parties agree that such self-insurance by City shall, without further requirement, satisfy all insurance
obligations of City under the Agreement.
Prohibition on Contracts with Companies Boycotting Israel. Vendor acknowledges that in accordance with
Chapter 2271 of the Texas Government Code, City is prohibited from entering into a contract with a company for
goods or services unless the contract contains a written verification from the company that it: (1) does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms “boycott Israel” and “company”
shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government Code. By signing
this Contract, Vendor certifies that Vendor’s signature provides written verification to the City that
Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the Contract. Failure
to meet or maintain the requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Energy Companies. Vendor acknowledges that
in accordance with Chapter 2276 of the Texas Government Code, City is prohibited from entering into a contract
with a company for goods or services unless the contract contains written verification from the company that it (1)
does not boycott energy companies; and (2) will not boycott energy companies during the term of the contract.
The terms “boycott energy company” and “company” shall have the meanings ascribed to those terms in Section
809.001 of the Texas Government Code. By signing this agreement, Vendor certifies that Vendor’s
signature provides written verification to the City that Vendor: (1) does not boycott energy companies;
and (2) will not boycott energy companies during the term of the Contract. Failure to meet or maintain the
requirements under this provision will be considered a material breach.
Prohibition on Contracts with Companies Boycotting Certain Firearm Entities and Firearm Trade
Associations. Vendor acknowledges that in accordance with Chapter 2274 of the Texas Government Code, City
is prohibited from entering into a contract with a company for goods or services unless the contract contains
written verification from the company that it (1) does not have a practice, policy, guidance, or directive that
discriminates against a firearm entity or firearm trade association; and (2) will not discriminate during the term of
the contract against a firearm entity or firearm trade association. The terms “discriminate against a firearm entity
or firearm trade association,” “firearm entity” and “firearm trade association” shall have the meanings ascribed to
those terms in Chapter 2274 of the Texas Government Code. By signing this Contract, Vendor certifies that
Vendor’s signature provides written verification to the City that Vendor: (1) does not have a practice,
policy, guidance, or directive that discriminates against a firearm entity or firearm trade association; and
(2) will not discriminate during the term of this Contract against a firearm entity or firearm trade
association. Failure to meet or maintain the requirements under this provision will be considered a material
breach.
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Prohibition On Contracts with Companies Doing Business with Iran, Sudan, or a Foreign Terrorist
Organization. Section 2252 of the Texas Government Code restricts City from contracting with companies that do
business with Iran, Sudan, or a foreign terrorist organization. By signing this Contract, Vendor certifies that
Vendor’s signature provides written verification to the City that Vendor, pursuant to Chapter 2252, is not
ineligible to enter into this Contract and will not become ineligible to receive payments under this
Contract by doing business with Iran, Sudan, or a foreign terrorist organization. Failure to meet or maintain
the requirements under this provision will be considered a material breach.
Termination Right for Contracts with Companies Doing Business with Certain Foreign-Owned Companies.
The City of Denton may terminate this Contract immediately without any further liability if the City of Denton
determines, in its sole judgment, that this Contract meets the requirements under Chapter 2275, and Vendor is, or
will be in the future, (i) owned by or the majority of stock or other ownership interest of the company is held or
controlled by individuals who are citizens of China, Iran, North Korea, Russia, or other designated country (ii)
directly controlled by the Government of China, Iran, North Korea, Russia, or other designated country, or (iii) is
headquartered in China, Iran, North Korea, Russia, or other designated country.
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Standard Terms and Conditions
1. Definitions. Capitalized terms not otherwise defined in this Agreement have the meanings set forth below:
1.1. "Affiliate" means any other Entity that directly or indirectly, through one or more intermediaries, controls, is controlled
by, or is under common control with, such Entity.
1.2. "Authorized User" means Customer's employees, consultants, contractors, and agents who are authorized by
Customer to access and use the Solutions pursuant to this Agreement, and for whom access to the Solutions has been
purchased.
1.3. “Baseline Solution” means the version of a Solution updated from time to time pursuant to CentralSquare’s warranty
services and maintenance, but without any other modification.
1.4. "CentralSquare Systems" means the information technology infrastructure used by or on behalf of CentralSquare to
deliver the Solutions, including all computers, software, hardware, databases, electronic systems (including database
management systems), and networks, whether operated directly by CentralSquare or through the use of third-party
services.
1.5. "Customer Data" means information, data, and content, in any form or medium, collected, downloaded, or otherwise
received, directly or indirectly from Customer, an Authorized User or end-users by or through the Solutions, provided
the data is not personally identifiable and not identifiable to Customer.
1.6. "Customer Systems" means the Customer's information technology infrastructure, including computers, software,
hardware, databases, electronic systems (including database management systems), and networks, whether operated
by Customer or through the third-party services.
1.7. “Defect” means a material deviation between the Baseline Solution and its Documentation, for which Customer has
given CentralSquare sufficient information to enable CentralSquare to replicate the deviation on a computer
configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control. Further, with
regard to any custom modification, Defect means a material deviation between the custom modification and the
CentralSquare generated specification and Documentation for such custom modification, and for which Defect
Customer has given CentralSquare sufficient information to enable CentralSquare to replicate the deviation on a
computer configuration that is both comparable to the Customer Systems and that is under CentralSquare’s control.
1.8. “Delivery” means:
1.8.1. For on-premise Solutions, Delivery shall be when CentralSquare delivers to Customer the initial copies of the
Solutions outlined in Exhibit 1 by whichever the following applies and occurs first (a) electronic delivery, by
posting it on CentralSquare’s network for downloading, or similar suitable electronic file transfer method, or (b)
physical shipment, such as on a disc or other suitable media transfer method, or (c) installation, or (d) delivery
of managed services server. Physical shipment is on FOB - CentralSquare’s shipping point, and electronic
delivery is at the time CentralSquare provides Customer with access to download the Solutions.
1.8.2. For cloud-based Solutions Delivery shall be whichever the following applies and occurs first when Authorized
Users have (a) received log-in access to the Solution or any module of the Solution or (b) received access to
the Solution via a URL.
1.9. "Documentation" means any manuals, instructions, or other documents or materials that CentralSquare provides or
makes available to Customer in any form or medium and which describe the functionality, components, features, or
requirements of the Solution(s), including any aspect of its installation, configuration, integration, operation, use,
support, or maintenance.
1.10. “End User Training” means the process of educating general users of the Software on the operation of the Software.
1.11. “Entity” means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority,
unincorporated organization, trust, association, or other organization.
1.12. “Hardware” means any equipment, computer systems, servers, storage devices, peripherals, and any other tangible
assets purchased under this Agreement.
1.13. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise
now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or
other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world.
1.14. “Managed Services Hardware” means any equipment, computer systems, servers, peripherals, and any other tangible
asset purchased as a subscription under this Agreement.
1.15. “Maintenance” means optimization, error correction, modifications, and Updates (defined herein) to CentralSquare
Solutions to correct any known Defects and improve performance. Maintenance will be provided for each Solution, the
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hours and details of which are described in Exhibit 2 (Maintenance and Support) or Exhibit 8 (Managed Services
Provisions).
1.16. “New or Major Releases” means new versions of a Baseline Solution (e.g., version 4.0, 5.0 etc.) not provided as part
of Maintenance.
1.17. "Personal Information" means any information that does or can identify a specific individual or by or from which a
specific individual may be identified, contacted, or located. Personal Information includes all "nonpublic personal
information" as defined under the Gramm-Leach-Bliley Act, "protected health information" as defined under the Health
and Insurance Portability and Accountability Act of 1996, "Personal Data" as defined in the EU General Data Protection
Regulation (GDPR 2018), "Personal Information" as defined under the Children's Online Privacy Protection Act of 1998,
and all rules and regulations issued under any of the foregoing.
1.18. “Professional Services” means configuration, installation, implementation, development work, training or consulting
services including custom modification programming, support relating to custom modifications, on-site support services,
assistance with data transfers, system restarts and reinstallations provided by CentralSquare.
1.19. “Project Kickoff” is a meeting to occur shortly after contract execution between CentralSquare and Customer in which
goals and objectives are set forth, all parties relevant team members are identified, and scope, timelines, and milestones
are reviewed.
1.20. “Reliability Period” is the time period in which the Software is tested and confirmed reliable by successfully completed
fifteen (15) continuous days in a live environment with no repeatable Priority 1 or Priority 2 issues as defined in Exhibit
2, unless otherwise agreed in a statement of work.
1.21. “Software” means the software program(s) (in object code format only) identified on Exhibit 1 (Solution(s) and Services
Fee Schedule). The term “Software” excludes any Third-Party Software.
1.22. “Software Version” means the base or core version of the Solution Software that contains significant new features
and significant fixes and is available to the Customer. 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.
1.23. "Solutions" means the software, Documentation, development work, CentralSquare Systems and any and all other
information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software,
technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or
reports, provided or used by CentralSquare or any Subcontractor in connection with Professional Services or Support
Services rendered under this Agreement.
1.24. “Support Services” means Maintenance, Enhancements, implementation of New Releases, and general support
efforts to respond to incidents reported by Customer in accordance with Exhibit 2 (Maintenance & Support) and Exhibit
8 (Managed Services Provisions), if applicable.
1.25. "Third-Party Materials" means materials and information, in any form or medium, including any software, documents,
data, content, specifications, products, related services, equipment, or components of or relating to the Solutions that
are not proprietary to CentralSquare.
2. License, Access, and Title.
2.1. License Grant. For any Solution designated as a “license” on Exhibit 1, Customer is granted a perpetual (unless
terminated as provided herein), nontransferable, nonexclusive right and license to use the Software for Customer’s own
internal use for the applications described in the Statement of Work, in the applicable environment (e.g., production,
test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1. Additional software licenses
purchased after the execution of this Agreement shall also be licensed in accordance with the provisions of this section.
Customer shall not use, copy, rent, lease, sell, sublicense, modify, create derivative works from/of, or transfer any
software, or permit others to do said acts, except as provided in this Agreement. Any such unauthorized use shall be
void and may result in immediate and automatic termination of the applicable license. In such event, Customer shall
not be entitled to a refund of any license fees paid. Notwithstanding, Customer shall be entitled to use software at the
applicable designated location for the purpose of the application(s) described in the Statement of Work to provide
services for itself and other Affiliate governmental agencies/entities, provided that the Software is installed and operated
at only one physical location. The Software license granted in this Agreement or in connection with it are for object code
only and do not include a license or any rights to source code whatsoever.
2.2. Access Grant. For any Solution designated as a “subscription” on Exhibit 1, so long as subscription fees are paid and
current, (unless terminated as provided herein), Customer is granted a nontransferable, nonexclusive right to use the
software for the Customer’s own internal use for the applications described in the Statement of Work, in the applicable
environment (e.g., production, test, training, or disaster recovery system) and in the quantity set forth in Exhibit 1.
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Additional CentralSquare software subscriptions purchased after the execution of this Agreement shall also be
accessed in accordance with the provisions of this section. Customer shall not use, copy, rent, lease, sell, sublicense,
modify, create derivative works from/of, or transfer any software, or permit others to do said acts, except as provided in
this Agreement. Any such unauthorized use shall be void and may result in immediate and automatic termination of
the applicable access. In such event, Customer shall not be entitled to a refund of any subscription fees paid.
Notwithstanding, Customer shall be entitled to use software at the applicable designated location for the purpose of the
application(s) described in the Statement of Work to provide services for itself and other Affiliate governmental
agencies/entities. The subscription access granted in this Agreement or in connection with it are for object code only
and do not include a license or any rights to source code whatsoever.
2.3. Documentation License. CentralSquare hereby grants to Customer a non-exclusive, non-sublicensable, non-
transferable license to use the Documentation during the Term solely for Customer's internal business purposes in
connection with its use of the Solutions.
2.4. Application Programming Interface “API”. If the Customer has purchased any Application Programming Interface (API)
license or subscription, Customer may use such API for Customer’s own internal use to develop interfaces which enable
interfacing with the applicable CentralSquare Software purchased herein. The development and use of such interfacing
applications is specifically permitted under the use granted herein and shall not be deemed derivative works provided
that they are not, in fact, derived from the CentralSquare Software or the ideas, methods of operation, processes,
technology or know-how implemented therein. Other than the usage rights granted herein, Customer shall not acquire
any right, title or interest in the CentralSquare Software or API by virtue of the interfacing of such applications, whether
as joint owner, or otherwise. Should Customer desire to provide or share the API to a third-party, the third-party must
enter into an API Access Agreement by and between the third-party and CentralSquare directly to govern the usage
rights and restrictions of the applicable API.
2.5. Hardware. Subject to the terms and conditions of this Agreement, CentralSquare agrees to deliver, through hardware
vendors, the Hardware itemized on Exhibit 1. The risk of loss or damage will pass to Customer upon the date of delivery
to the Customer specified facility. Upon delivery and full satisfaction of the Hardware payment obligations, Hardware
shall be deemed accepted and Customer will acquire good and clear title to Hardware. All Hardware manufacturer
warranties will be passed through to Customer. CentralSquare expressly disclaims, and Customer hereby expressly
waives all other Hardware warranties, express or implied, without limitation, warranties of merchantability and fitness
for a particular purpose.
2.6. Managed Services Hardware. Subject to the terms and conditions of this Agreement, CentralSquare agrees to deliver
the Managed Services Hardware itemized on Exhibit 1. So long as the applicable subscription fees are paid and current,
Customer shall maintain a limited right in possessory interest in the Managed Services Hardware. No title in the
Managed Services Hardware will pass to Customer at any time or for any reason. Customer agrees to maintain
adequate insurance against fire, theft, or other loss for the Managed Services Hardware full insurable value.
CentralSquare shall coordinate any Defect or warranty claims in accordance with Exhibit 8.
2.7. Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to any Intellectual Property
Rights in or relating to the Solutions, or Third-Party Materials, whether expressly, by implication, estoppel, or otherwise.
All right, title, and interest in the Solutions, and the Third-Party Materials are and will remain with CentralSquare and
the respective rights holders.
3. Use Restrictions. Authorized Users shall not:
3.1. copy, modify, or create derivative works or improvements of the Solutions, or rent, lease, lend, sell, sublicense, assign,
distribute, publish, transfer, or otherwise make available any Solutions to any Entity, including on or in connection with
the internet or any time-sharing, service bureau, software as a service, cloud, or other technology or service;
3.2. reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source
code of the Solutions, in whole or in part;
3.3. knowingly bypass or breach any security device or protection used by Solutions or access or use the Solutions other
than by an Authorized User through the use of his or her own then valid access;
3.4. knowingly input, upload, transmit, or otherwise provide to or through the CentralSquare Systems, any information or
materials that are unlawful or injurious, or contain, transmit, or activate any harmful code (any software, hardware,
device, or other technology, including any virus, worm, malware, or other malicious computer code, the purpose or
effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or
impede any (i) computer, software firmware, hardware, system or network; or (ii) any application or function of any of
the foregoing or the security, integrity, confidentiality, or use of any data processed thereby; or (b) prevent Customer or
any Authorized User from accessing or using the Solutions as intended by this Agreement;
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3.5. knowingly damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the
CentralSquare Systems, or CentralSquare's provision of services to any third-party, in whole or in part;
3.6. remove, delete, alter, or obscure any trademarks, specifications, Documentation, warranties, or disclaimers, or any
copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Documentation or
Solutions, including any copy thereof;
3.7. access or use the Solutions in any manner or for any purpose that infringes, misappropriates, or otherwise violates any
Intellectual Property Right or other right of any third-party, or that violates any applicable law;
3.8. access or use the Solutions for purposes of competitive analysis of the Solutions, the development, provision, or use of
a competing software service or product or any other purpose that is to CentralSquare's detriment or commercial
disadvantage or otherwise access or use the Solutions beyond the scope of the authorization granted in Section 2.
4. Audit.
4.1. CentralSquare shall have the right to audit Customer’s use of the Software to monitor compliance with this Agreement.
Customer shall permit CentralSquare and its directors, officers, employees, and agents to have on-site access at
Customer’s premises (or remote access as the case may be) during normal business hours to such systems, books, and
records for the purpose of verifying license counts, access counts, and overall compliance with this Agreement.
Customer shall render reasonable cooperation to CentralSquare as requested. If as a result of any audit or inspection
CentralSquare substantiates a deficiency or non-compliance, or if an audit reveals that Customer has exceeded the
restrictions on use, Customer shall promptly reimburse CentralSquare for all its costs and expenses incurred to conduct
such audit or inspection and be required to pay for any delinquencies in compliance and prompt payment of any
underpayment of Fees.
5. Customer Obligations.
5.1. Customer Systems and Cooperation. Customer shall at all times during the Term: (a) set up, maintain, and operate in
good repair all Customer Systems on or through which the Solutions are accessed or used; (b) provide CentralSquare
Personnel with such access to Customer's premises and Customer Systems as is necessary for CentralSquare to
perform the Support Services in accordance with the Support Standards and specifications and if required by
CentralSquare, remote access in accordance with Exhibit 3 (CentralSquare Access Management Policy); and (c)
provide all cooperation as CentralSquare may reasonably request to enable CentralSquare to exercise its rights and
perform its obligations under this Agreement.
5.2. Effect of Customer Failure or Delay. CentralSquare is not responsible or liable for any delay or failure of performance
caused in whole or in part by Customer's delay in performing, or failure to perform, any of its obligations under this
Agreement.
5.3. Corrective Action and Notice. If Customer becomes aware of any actual or threatened activity prohibited by Section 3,
Customer shall, and shall cause its Authorized Users to, immediately: (a) take all reasonable and lawful measures within
their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including,
where applicable, by discontinuing and preventing any unauthorized access to the Solutions and permanently erasing
from their systems and destroying any data to which any of them gained unauthorized access); and (b) notify
CentralSquare of any such actual or threatened activity.
5.4. Maintaining Current Versions of CentralSquare Solutions. In accordance with Exhibit 2 (Maintenance & Support) and
Exhibit 8 (Managed Services Provisions), if applicable. Customer shall install and/or use any New or Major Release
within one year of being made available by CentralSquare to mitigate a performance problem, ineligibility for Support
Services, or an infringement claim.
6. Professional Services.
6.1. Compliance with Customer Policies. While CentralSquare personnel are performing services at Customer's site,
CentralSquare personnel will comply with Customer’s reasonable procedures and site policies that are generally
applicable to Customer’s other suppliers providing similar services and that have been provided to CentralSquare in
writing or in advance.
6.2. Contributed Material. In the process of CentralSquare’s performing Professional Services, Customer may, from time to
time, provide CentralSquare with designs, plans, or specifications, improvements, works or other material for inclusion
in, or making modifications to, the Solutions, the Documentation or any other deliverables (“Contributed Material”).
Customer grants to CentralSquare a nonexclusive, irrevocable, perpetual, transferable right, without the payment of any
royalties or other compensation of any kind and without the right of attribution, for CentralSquare, CentralSquare’s
Affiliates and CentralSquare’s licensees to make, use, sell and create derivative works of the Contributed Material.
7. Confidentiality.
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7.1. Nondisclosure. The Parties agree, unless otherwise provided in this Agreement or required by law, not to use or make
each other's Confidential Information available to any third party for any purpose other than as necessary to perform
under this Agreement. “Confidential Information” means the Solution(s), Software, and customizations in any
embodiment, and either Party’s technical and business information relating to inventions or software, research and
development, future product specifications, engineering processes, costs, profit or margin information, marketing and
future business plans as well as any and all internal Customer and employee information, and any information
exchanged by the Parties that is clearly marked with a confidential, private or proprietary legend .
7.2. Exceptions. A Party's Confidential Information shall not include information that: (a) is or becomes publicly available
through no act or omission of the recipient; (b) was in the recipient’s lawful possession prior to the disclosure and was
not obtained by the recipient either directly or indirectly from the disclosing Party; (c) is lawfully disclosed to the recipient
by a third party without restriction on recipient’s disclosure, and where recipient was not aware that the information was
the confidential information of discloser; (d) is independently developed by the recipient without violation of this
Agreement; or (e) is required to be disclosed by law. CentralSquare acknowledges that the City must strictly comply
with the Public Information Act, Chapter 552, Texas Government Code in responding to any request for public
information related to this Agreement. This obligation supersedes any conflicting provisions of this Agreement. Any
portions of such material claimed by CentralSquare to be proprietary must be clearly marked as such. Determination of
the public nature of the material is subject to the Texas Public Information Act, chapter 552, and Texas Government
Code.
7.3. Public Record. As this Agreement is public record, CentralSquare is permitted to disclose Customer as a Customer.
However, CentralSquare shall not make any statements or representations regarding Customer’s opinion of
CentralSquare or its services. CentralSquare may reach out to Customer from time to time for references or marketing
engagements, subject to Customer’s written approval.
8. Security.
8.1. CentralSquare will implement commercially reasonable administrative, technical and physical safeguards designed to
ensure the security and confidentiality of Customer Data, protect against any anticipated threats or hazards to the security
or integrity of Customer Data, and protect against unauthorized access or use of Customer Data. CentralSquare will
review and test such safeguards on no less than an annual basis.
8.2. Customer shall maintain, in connection with the operation or use of the Solutions, adequate technical and procedural
access controls and system security requirements and devices, necessary for data privacy, confidentiality, integrity,
authorization, authentication, non-repudiation, virus detection and eradication.
9. Personal Data. If CentralSquare processes or otherwise has access to any personal data or Personal Information on
Customer’s behalf when performing CentralSquare’s obligations under this Agreement, then:
9.1. Customer shall be the data controller (where “data controller” means an entity which alone or jointly with others
determines purposes for which and the manner in which any personal data are, or are to be, processed) and
CentralSquare shall be a data processor (where “data processor” means an entity which processes the data only on
behalf of the data controller and not for any purposes of its own);
9.2. Customer shall ensure that it has obtained all necessary consents and it is entitled to transfer the relevant personal
data or Personal Information to CentralSquare so that CentralSquare may lawfully use, process and transfer the
personal data and Personal Information in accordance with this Agreement on Customer’s behalf, which may include
CentralSquare processing and transferring the relevant personal data or Personal Information outside the country
where Customer and the Authorized Users are located in order for CentralSquare to provide the Solutions and perform
its other obligations under this Agreement; and
9.3. CentralSquare shall process personal data and information only in accordance with lawful and reasonable written
instructions given by Customer and as set out in and in accordance with the terms of this Agreement; and
9.4. CentralSquare shall take reasonable steps to ensure that its employees, agents and contractors who may have access
to Personal Information are persons who need to know / access the relevant Personal Information for valid business
reasons; and
9.5. each Party shall take appropriate technical and organizational measures against unauthorized or unlawful processing
of the personal data and Personal Information or its accidental loss, destruction or damage so that, having regard to
the state of technological development and the cost of implementing any measures, the measures taken ensure a level
of security appropriate to the harm that might result from such unauthorized or unlawful processing or accidental loss,
destruction or damage in relation to the personal data and Personal Information and the nature of the personal data
and Personal Information being protected. If necessary, the Parties will cooperate to document these measures taken.
10. Representations and Warranties.
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10.1. Intellectual Property Warranty. CentralSquare represents and warrants that (a) it is the sole and exclusive owner of (or
has the right to license) the software; (b) it has full and sufficient right, title and authority to grant the rights and/or
licenses granted under this Agreement; (c) the software does not contain any materials developed by a third party used
by CentralSquare except pursuant to a license agreement; and (d) the software does not infringe any patent, or
copyright.
10.2. Intellectual Property Remedy. In the event that any third party asserts a claim of infringement against the Customer
relating to the software contained in this Agreement, CentralSquare shall indemnify and defend the Customer pursuant
to section 13.1 of this Agreement. In the case of any such claim of infringement, CentralSquare shall either, at its option,
(1) procure for Customer the right to continue using the software; or (2) replace or modify the software so that that it
becomes non-infringing, but equivalent in functionality and performance.
10.3. Software Warranty. CentralSquare warrants to Customer that: (i) for a period of one year from Delivery (the “Warranty
Period”) the Software will substantially conform in all material respects to the specifications set forth in the
Documentation, when installed, operated and used as recommended in the Documentation and in accordance with this
Agreement; and (ii) at the time of Delivery the Software does not contain any virus or other malicious code.
10.4. Software Remedy. If, during the Warranty Period a warranty defect is confirmed in the CentralSquare Software,
CentralSquare shall, at its option and as the sole remedy, reinstall the Software or correct the Defects pursuant to
Exhibit 2 (Maintenance & Support) and Exhibit 8 (Managed Services Provisions), if applicable.
10.5. Services Warranty. CentralSquare warrants that the Professional Services delivered will substantially conform to the
deliverables specified in the applicable statement of work and that all Professional Services will be performed in a
professional and workmanlike manner consistent with industry standards for similar work. If Professional Services do
not substantially conform to the deliverables, Customer shall notify CentralSquare of such non-conformance in writing,
within 10 days from completion of Professional Service, and CentralSquare shall promptly repair the non-conforming
deliverables.
10.6. Disclaimer of Warranty. EXCEPT FOR THE EXPRESS LIMITED WARRANTIES SET FORTH ABOVE,
CENTRALSQUARE MAKES NO WARRANTIES WHATSOEVER, EXPRESSED OR IMPLIED, WITH REGARD TO
THE INTELLECTUAL PROPERTY, SOFTWARE, PROFESSIONAL SERVICES, AND/OR ANY OTHER MATTER
RELATING TO THIS AGREEMENT, AND THAT CENTRALSQUARE DISCLAIMS ALL WARRANTIES, WHETHER
EXPRESS, IMPLIED, STATUTORY, OR OTHERWISE, INCLUDING ALL WARRANTIES ARISING FROM COURSE
OF DEALING, USAGE OR TRADE PRACTICE, AND SPECIFICALLY DISCLAIMS IMPLIED WARRANTIES OF
MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, OR TITLE. FURTHER, CENTRALSQUARE
EXPRESSLY DOES NOT WARRANT THAT A SOLUTION, ANY CUSTOM MODIFICATION OR ANY
IMPROVEMENTS WILL BE USABLE BY CUSTOMER IF THE SOLUTION OR CUSTOM MODIFICATION HAS BEEN
MODIFIED BY ANYONE OTHER THAN CENTRALSQUARE PERSONNEL, OR WILL BE ERROR FREE, WILL
OPERATE WITHOUT INTERRUPTION OR WILL BE COMPATIBLE WITH ANY HARDWARE OR SOFTWARE
EXCEPT TO THE EXTENT EXPRESSLY SET FORTH IN THE DOCUMENTATION. ALL THIRD-PARTY MATERIALS
ARE PROVIDED “AS-IS” AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY OF THEM
IS STRICTLY BETWEEN CUSTOMER AND THE THIRD-PARTY. THIS AGREEMENT DOES NOT AMEND, OR
MODIFY CENTRALSQUARE’S WARRANTY UNDER ANY AGREEMENT OR ANY CONDITIONS, LIMITATIONS,
OR RESTRICTIONS THEREOF.
11. Notices. All notices and other communications required or permitted under this Agreement must be in writing and will be
deemed given when delivered personally, sent by United States registered or certified mail, return receipt requested;
transmitted by facsimile or email confirmed by first class mail, or sent by overnight courier. Notices must be sent to a Party at
its address shown below, or to such other place as the Party may subsequently designate for its receipt of notices in writing
by the other Party.
If to CentralSquare : CentralSquare Technologies, LLC
1000 Business Center Dr.
Lake Mary, FL 32746
Phone: 407-304-3235
Attention: Legal/Contracts
If to Customer: City of Denton
401 N Elm St
Denton, Texas 76201
Phone: 940-349-8452
Email: charlie.rosendahl@cityofdenton.com
Attention: Charlie Rosendahl
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12. Force Majeure.
Neither Party shall be responsible for failure to fulfill its obligations hereunder, or be liable for damages resulting from delay
in performance as a result of war, fire, strike, riot or insurrection, natural disaster, pandemic or epidemic, delay of carriers,
governmental order or regulation, complete or partial shutdown of plant, unavailability of equipment, software, or services
from suppliers, default of a subcontractor or vendor to the Party if such default arises out of causes beyond the reasonable
control of such subcontractor or vendor, the acts or omissions of the other Party, or its officers, directors, employees, agents,
contractors, or elected officials, and/or other occurrences beyond the Party’s reasonable control (“Excusable Delay”
hereunder). In the event of such Excusable Delay, performance shall be extended on a day for day basis or as otherwise
reasonably necessary to compensate for such delay. CentralSquare shall immediately notify the City Procurement Manager
by telephone (to be confirmed in writing within five (5) calendar days of the inception of such occurrence) and describe at a
reasonable level of detail the circumstances causing the non-performance or delay in performance.
13. Indemnification.
13.1. CentralSquare Indemnification. THE VENDOR SHALL INDEMNIFY AND SAVE AND HOLD HARMLESS THE CITY
AND ITS OFFICERS, OFFICIALS, AGENTS, AND EMPLOYEES FROM AND AGAINST ANY AND ALL LIABILITY,
CLAIMS, DEMANDS, DAMAGES, LOSSES, AND EXPENSES, INCLUDING, BUT NOT LIMITED TO COURT COSTS
AND REASONABLE ATTORNEY FEES ASSERTED AGAINST OR INCURRED BY CITY, AND INCLUDING,
WITHOUT LIMITATION, DAMAGES FOR BODILY AND PERSONAL INJURY, DEATH AND PROPERTY DAMAGE,
RESULTING FROM THE NEGLIGENT ACTS OR OMISSIONS OF THE VENDOR OR ITS OFFICERS,
SHAREHOLDERS, AGENTS, OR EMPLOYEES INCIDENTAL TO, RELATED TO, AND IN THE EXECUTION,
OPERATION, OR PERFORMANCE OF THE AGREEMENT; HOWEVER, CENTRALSQUARE SHALL NOT BE
REQUIRED TO INDEMNIFY THE CITY FOR ANY CLAIMS CAUSED TO THE EXTENT OF THE NEGLIGENCE OR
WRONGFUL ACT OF THE CITY, ITS EMPLOYEES, AGENTS, OR CONTRACTORS. NOTWITHSTANDING
ANYTHING TO THE CONTRARY IN THE FOREGOING, IF A CLAIM OR LIABILITY RESULTS FROM OR IS
CONTRIBUTED TO BY THE ACTIONS OR OMISSIONS OF THE CITY, OR ITS EMPLOYEES, AGENTS, OR
CONTRACTORS, CENTRALSQUARE’S OBLIGATIONS UNDER THIS PROVISION SHALL BE REDUCED TO THE
EXTENT OF SUCH ACTIONS OR OMISSIONS BASED UPON THE PRINCIPLE OF COMPARATIVE FAULT. Nothing
in this Agreement shall be construed to create a liability to any person who is not a party to this Agreement, and nothing
herein shall waive any of the parties’ defenses, both at law or equity, to any claim, cause of action, or litigation filed by
anyone not a party to this Agreement, including the defense of governmental immunity, which defenses are hereby
expressly reserved.
13.2. Limitations. City is subject to constitutional and statutory limitations on its ability to enter into certain terms and
conditions of the Agreement, which may include those terms and conditions relating to: liens on City property;
disclaimers and limitations of warranties; disclaimers and limitation of liability for damages; waivers,
disclaimers, and limitation on litigation or settlement to another party; liability for acts or omissions of third
parties; payment of attorney’s fees; dispute resolution; and indemnities. Terms and conditions relating to these
limitations will not be binding on City, except to the extent not prohibited by the Constitution and the laws of
the State of Texas.
14. Termination.
14.1. Either Party may terminate this Agreement for a material breach in accordance with this subsection. In such event, the
disputing Party shall deliver written notice of its intent to terminate along with a description in reasonable detail of the
problems for which the disputing Party is invoking its right to terminate and the specific requirement within this Agreement
or any exhibit or schedule hereto that the disputing Party is relying upon. Following such notice, the Parties shall
commence dispute resolution procedures in accordance with the dispute resolution procedure pursuant to Section 17.
14.2. CentralSquare shall have the right to terminate this Agreement based on Customer’s failure to pay undisputed amounts
due under this Agreement more than ninety (90) days after delivery of written notice of non-payment.
15. Effect of Termination or Expiration. On the expiration or earlier termination of this Agreement:
15.1. All rights, licenses, and authorizations granted to Customer hereunder will immediately terminate and Customer shall
immediately cease all use of CentralSquare’s Confidential Information and the Solutions, and within thirty (30) days
deliver to CentralSquare, or at CentralSquare’s request destroy and erase CentralSquare’s Confidential Information
from all systems Customer directly or indirectly controls subject to document retention obligations, provided, however,
that such obligations shall not apply to documents containing CentralSquare’s intellectual property; and
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15.2. All licenses, access or subscription fees, services rendered but unpaid, and any amounts due by Customer to
CentralSquare of any kind shall become immediately payable and due no later than thirty (30) days after the date of the
termination or expiration, including anything that accrues within those thirty (30) days.
15.3. The provisions set forth in the following sections, and any other right or obligation of the Parties in this Agreement that,
by its nature (including but not limited to: Use Restrictions, Confidential Information, Warranty Disclaimers,
Indemnifications, & Limitations of Liability), will survive any expiration or termination of this Agreement.
15.4. In the event that Customer terminates this Agreement or cancels any portions of a project (as may be set forth in a
Statement of Work) prior to Go Live (which shall be defined as “first use of a Solution or module of a Solution in a
production environment, unless otherwise agreed by the Parties in a statement of work”), Customer shall pay for all
Professional Services actually performed by CentralSquare on a time and materials basis, regardless of the payment
terms in Exhibit 1.
15.5. Return of Customer Data. If Customer requests in writing at least ten (10) days prior to the date of expiration or earlier
termination of this Agreement, CentralSquare shall within sixty (60) days following such expiration or termination, deliver
to Customer in CentralSquare’s standard format the then most recent version of Customer Data maintained by
CentralSquare, provided that Customer has at that time paid all Fees then outstanding and any amounts payable after
or as a result of such expiration or termination.
15.6. Deconversion. In the event of (i) expiration or earlier termination of this Agreement, or (ii) Customer no longer purchasing
certain Solutions (including those indicated to be Third-Party Materials), if Customer requests assistance in the transfer
of Customer Data to a different vendor’s applications (“Deconversion”), CentralSquare will provide reasonable
assistance. CentralSquare and Customer will negotiate in good faith to establish the relative roles and responsibilities
of CentralSquare and Customer in effecting Deconversion, as well as the appropriate date for completion.
CentralSquare shall be entitled to receive compensation for any additional consultation, services, software, and
documentation required for Deconversion on a time and materials basis at CentralSquare’s then standard rates.
15.7. Termination of this Agreement shall not relieve either Party of any other obligation incurred one to the other prior to
termination.
16. Assignment. Neither this Agreement nor any rights or obligations hereunder shall be assigned or otherwise transferred by
either Party without the prior written consent of the other Party, which consent will not be unreasonably withheld; provided
however, that in the event of a merger or acquisition of all or substantially all of CentralSquare’s assets, CentralSquare may
assign this Agreement to an entity ready, willing and able to perform CentralSquare’s executory obligations hereunder.
CentralSquare shall provide prompt written notice of assignment to Customer.
17. Dispute Resolution. Any dispute, controversy or claim arising out of or relating to this Agreement (each, a “Dispute”), including
the breach, termination, or validity thereof, shall be resolved as follows:
17.1. Good Faith Negotiations. The Parties agree to send written notice to the other Party of any Dispute (“Dispute
Notice”). After the other Party receives the Dispute Notice, the Parties agree to undertake good faith negotiations to
resolve the Dispute. Each Party shall be responsible for its associated travel and other related costs.
17.2. Escalation to Mediation. If the Parties cannot resolve any Dispute through good faith negotiations, the dispute will be
escalated to non-binding mediation, with the Parties acting in good faith to select a mediator and establishing the
mediation process. The Parties agree the mediator’s fees and expenses, and the mediator’s costs incidental to the
mediation, will be shared equally between the Parties. The Parties shall bear their own fees, expenses, and costs.
17.3. Confidential Mediation. The Parties further agree all written or oral offers, promises, conduct, and statements made in
the course of the mediation are confidential, privileged, and inadmissible for any purpose in any litigation, arbitration or
other proceeding involving the Parties. However, evidence that is otherwise admissible or discoverable shall not be
rendered inadmissible or non-discoverable as a result of its use in the mediation.
17.4. Litigation. If the Parties cannot resolve a Dispute through mediation, then once an impasse is declared by the mediator
either Party may pursue litigation in a court of competent jurisdiction.
18. Waiver/Severability. The failure of any Party to enforce any of the provisions hereof will not be construed to be a waiver of
the right of such Party thereafter to enforce such provisions. If any provision of this Agreement is found to be unenforceable,
that provision will be enforced to the maximum extent possible, and the validity, legality and enforceability of the remaining
provisions will not in any way be affected or impaired thereby.
19. LIABILITY. NOTWITHSTANDING ANY PROVISION WITHIN THIS AGREEMENT TO THE CONTRARY, AND
REGARDLESS OF THE NUMBER OF LOSSES, WHETHER IN CONTRACT, EQUITY, STATUTE, TORT, NEGLIGENCE,
OR OTHERWISE:
19.1. NEITHER PARTY SHALL HAVE LIABILITY TO THE OTHER PARTY FOR ANY SPECIAL, INDIRECT, INCIDENTAL,
PUNITIVE, EXEMPLARY, LIQUIDATED, OR CONSEQUENTIAL DAMAGES OF ANY KIND INCLUDING BUT NOT
LIMITED TO, REPLACEMENT COSTS, AND NEITHER PARTY SHALL BE LIABLE TO THE OTHER PARTY FOR
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LOSSES OF PROFIT, REVENUE, INCOME, BUSINESS, ANTICIPATED SAVINGS, DATA, AND REPUTATION, AND
MORE GENERALLY, ANY LOSSES OF AN ECONOMIC OR FINANCIAL NATURE, REGARDLESS OF WHETHER
SUCH LOSSES MAY BE DEEMED AS CONSEQUENTIAL OR ARISING DIRECTLY AND NATURALLY FROM THE
INCIDENT GIVING RISE TO THE CLAIM, AND REGARDLESS OF WHETHER SUCH LOSSES ARE FORESEEABLE
OR WHETHER EITHER PARTY HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH LOSSES; AND
19.2. CENTRALSQUARE’S TOTAL LIABILITY ARISING OUT OF OR IN CONNECTION WITH THIS AGREEMENT SHALL
NOT EXCEED THE STATUTORY LIMITATION OF LIABILITY FOR MUNICIPALITIES IN THE STATE OF TEXAS.
20. Insurance. During the term of this Agreement, CentralSquare shall maintain insurance coverage covering its operations in
accordance with Exhibit 4 (Certificate of Insurance (Evidence of Coverage)). Upon request by Customer, CentralSquare shall
include Customer as an additional insured on applicable insurance policies provided under this Agreement. CentralSquare
shall provide proof of current coverage during the term of this Agreement.
21. Third-Party Materials. CentralSquare may, from time to time, include third parties to perform services, provide software, or
provide equipment. Customer acknowledges and agrees CentralSquare provides front-line support services for these Third-
Party Materials, but these third parties assume all responsibility and liability in connection with the Third-Party Materials.
CentralSquare is not authorized to make any representations or warranties that are binding upon the third-party or to engage
in any other acts that are binding upon the third-party, except specifically that CentralSquare is authorized to represent third-
party fees and to accept payment of such amounts from Customer on behalf of the third-party for as long as such third-party
authorizes CentralSquare to do so. As a condition precedent to installing or accessing certain Third-Party Materials, Customer
may be required to execute a click-through, shrink-wrap End User License Agreement (“EULA”) or similar agreement provided
by the Third-Party Materials provider. If mapping information is supplied with the CentralSquare Software, CentralSquare
makes no representation or warranty as to the completeness or accuracy of the mapping data provided with the CentralSquare
Software. The completeness or accuracy of such data is solely dependent on the information supplied by the Customer or the
mapping database vendor to CentralSquare. All third-party materials are provided “as-is” and any representation or warranty
concerning them is strictly between Customer and the third-party.
22. Subcontractors. CentralSquare may from time to time, in its discretion, engage third parties to perform services on its behalf
including but not limited to Professional Services, Support Services, and/or provide software (each, a "Subcontractor").
CentralSquare shall be fully responsible for the acts of all subcontractors to the same extent it is responsible for the acts of its
own employees.
23. Entire Agreement. This Agreement, and any Exhibits specifically incorporated therein by reference, constitute the entire
agreement between the Parties with respect to the subject matter. These documents supersede and merge all previous and
contemporaneous proposals of sale, communications, representations, understandings and agreements, whether oral or
written, between the Parties with respect to the subject hereof.
24. Amendment. Either Party may, at any time during the term, request in writing changes to this agreement. The Parties shall
evaluate and, if agreed, implement all such requested changes. No requested changes will be effective unless and until
memorialized in either a CentralSquare issued add-on quote signed by Customer, or a written change order or amendment to
this Agreement signed by both Parties.
25. No Third-Party Beneficiaries. This Agreement is for the sole benefit of the Parties and their respective successors and
permitted assigns and nothing herein, express or implied, is intended to or shall confer on any other person any legal or
equitable right, benefit, or remedy of any nature under or by reason of this Agreement.
26. Counterparts. This Agreement, and any amendments hereto, may be executed in several counterparts, each of which when
so executed shall be deemed to be an original, and such counterparts shall constitute one and the same instrument. The
Agreement (and any amendments) shall be considered properly executed by a Party if executed by that Party and transmitted
by facsimile or other electronic means, such as DocuSign, Tagged Image Format Files (TIFF), or Portable Document Format
(PDF).
27. Material Adverse Change. If any law, regulation, applicable standard, process, OEM requirement is changed or comes into
force after the Effective Date, including but not limited to PCI standards or Americans with Disabilities Act compliance
(collectively, a “Material Adverse Change”), which is not explicitly addressed within this Agreement and results in significant
extra costs for either Party in relation to the performance of this Agreement, both Parties shall promptly meet, discuss in good
faith, and agree upon reducing the technical, operational, and/or commercial impact of such Material Adverse Change.
28. Cooperative Purchases. The Parties agree that other entities (“Cooperative Customers”) may use this Agreement as a
purchasing vehicle for similar CentralSquare software and services. Terms and conditions specific to each Cooperative
Customer’s purchase, including but not limited to pricing, payment terms, and scope of work, shall be negotiated separately
between CentralSquare and the Cooperative Customer. A separate contract and any necessary supplemental documents
shall be developed independently from this Agreement for each Cooperative Customer, and each such contract shall be fully
independent of the others. The original Customer shall not be a party to any agreements made between CentralSquare and
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Cooperative Customers and will not incur any liability related to specifications, delivery, payment, or any other aspect of
purchases made by Cooperative Customers.
29. AI Use & Accuracy. The software provided under this Agreement may include access to artificial intelligence (“AI”) features
that generate outputs based on inputs. Customer acknowledges and agrees that:
29.1. AI-generated outputs may be inaccurate, incomplete, or inappropriate, and should not be relied on as a sole source
of truth or decision making;
29.2. Users are responsible for reviewing and validating any AI-generated content before using it in any context;
29.3. A human-in-the-loop (human is actively involved in reviewing, validating, or making decisions based on the output)
approach is strongly recommended, and users agree to exercise appropriate judgment and oversight when using the
software;
29.4. CentralSquare makes no warranties or guarantees regarding the accuracy, reliability, or suitability of AI-generated
outputs for any particular purpose;
29.5. Use of the AI features is at Customer’s own risk, and Customer agrees not to use the software in any manner that
may cause harm or violate applicable laws or regulations.
30. Order of Precedence.
30.1. In the event of any conflict or inconsistency between this Agreement, the Exhibits, or any purchase order, then the
following priority shall prevail:
30.1.1. The main body of this Agreement and any associated amendments, statements of work (including Exhibit 5
(Statement of Work)), or change orders and then the attached Exhibits to this Agreement in the order in which
they appear.
30.2. Customer’s purchase order terms and conditions are not applicable and shall have no force or effect, whether
referenced in any document in relation to this Agreement.
30.3. Incorporated Exhibits to this Agreement:
Exhibit 1: Solution(s) and Services Fee Schedule
Exhibit 2: Maintenance & Support
Exhibit 3: CentralSquare Access Management Policy
Exhibit 4: Certificate of Insurance (Evidence of Coverage)
Exhibit 5: Statement of Work – Omitted as Not Applicable
Exhibit 6: Using/Accessing Agency Guidelines (if applicable) – Omitted as Not Applicable
Exhibit 7: Service Level Commitments (if applicable)
Exhibit 8: Managed Services Provisions (if applicable) – Omitted as Not Applicable
Exhibit 9: Third-Party Terms and Conditions – Omitted as Not Applicable
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EXHIBIT 1
Solution(s) Support and Maintenance Fees
Renewal Order #: Q-227628
Start Date: November 1, 2025
End Date: October 31, 2026
Billing Frequency: Yearly
Subsidiary: CentralSquare Technologies, LLC
Renewal Order prepared for:
Charlie Rosendahl, Business Services Manager
City of Denton
601 East Hickory Street
Denton, TX 76201 940-349-8452
WHAT SOFTWARE IS INCLUDED?
PRODUCT NAME QUANTITY TOTAL
1. Community Development: Advanced Site SaaS* Annual
Subscription Fee
1 165,375.00 USD
2. Enterprise Cloud Additional Storage (50GB) Annual
Subscription Fee
1 890.19 USD
3. SQL Daily Extract 1 2,370.23 USD
Renewal Order Total: 168,635.42 USD
*This is a Site license that can be utilized by an uncapped amount of authorized users.
Payment Terms:
a. Support and Maintenance Fees are due prior to the beginning of the next Renewal Period and annually thereafter.
b. Annual Subscription Fees are due prior to the beginning of the next Renewal Period and annually thereafter.
c. Annual Software Maintenance Fees and Annual Subscription Fees shall increase by 5% year over year.
Invoice Terms:
CentralSquare shall provide an invoice for the items in the schedule above no less than thirty (30) days prior to the due date.
ANCILLARY FEES
a. Customer is exempt from the payment of any taxes, and shall provide CentralSquare valid proof of exemption.
b. To the extent allowable by law, if Customer fails to make any payment when due, then CentralSquare may charge interest
on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly, or, if lower, the highest
rate permitted under applicable law; and if such failure continues for 90 days following written notice thereof, CentralSquare
may suspend performance or access until past due amounts have been paid.
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EXHIBIT 2
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
accordance with the manufacturers’ specifications, and ensure that any problems reported to CentralSquare are
not due to hardware malfunction;
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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.
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
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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 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.
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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.
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EXHIBIT 3
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.
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EXHIBIT 4
Certificate of Insurance (Evidence of Coverage)
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EXHIBIT 5
Intentionally Omitted – Not Applicable
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EXHIBIT 6
Intentionally Omitted - Not Applicable
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EXHIBIT 7
Service Level Commitments
The following applies to any cloud-hosted CentralSquare software only. The following does not apply to any
on-premise software, hardware, or third-party products.
1. Service Level Commitments
A. Availability. During any calendar month, the availability of the Solution shall be no less than 99.9%, excluding
scheduled maintenance. CentralSquare shall provide Customer with prompt notification as soon as it becomes
aware of any actual or potential unscheduled downtime of the Solution, as well as continual periodic updates
during the unscheduled downtime regarding CentralSquare’s progress in remedying the unavailability and
estimated time at which the Solution shall be available.
B. Measurement. Service availability is measured as the total time that the solutions are available during each
calendar month for access by Customer (“Service Availability”). Service Availability measurement shall be
applied to the production environment only, and the points of measurement for all monitoring shall be the
servers and the internet connections at CentralSquare’s hosted environment.
C. Calculation. Service availability for a given month shall be calculated using the following calculation:
I. The total number of minutes which the service was not available in a given month shall be subtracted
from the total number of minutes available in the given month. The resulting figure is divided by the
total number of minutes available in the given month.
II. Service availability targets are subject to change due to the variance of the number of days in a
month.
III. The total number of minutes which the service was not available in a given month shall exclude
minutes associated with scheduled or emergency maintenance.
D. Remedy. If the service period target measurement is not met, then the customer shall be entitled to a credit
calculated as follows:
Service Availability in the relevant
Service Period
Percentage Reduction in Monthly Fee for the
Subsequent Service Period
Less than 99.9% but greater than or equal to 99.0% 5%
Less than 99.0% but greater than or equal to 95.0% 10%
Less than 95% 20%
E. Credit must be requested by the customer within sixty (60) days of the failed target. Any credit awarded shall
be applied to the next applicable invoice. Customer shall not be eligible for credits where customer is more
than thirty (30) days past due on their account.
2. Exceptions. The Service Level Commitments and availability stated in this Exhibit do not cover services
interruptions or performance issues that are caused by factors outside of CentralSquare or it’s hosting partner’s
control. Such factors may include, but are not limited to:
A. Internet Access. Issues relating to Customer’s internet access. Any outages, slowdowns, or other
problems related to the internet connection are explicitly disclaimed;
B. Customer’s Internal Network Issues. Issues originating from Customer’s internal network such as network
congestion, network equipment failure, or misconfigurations are explicitly disclaimed;
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C. Third-Party Acts. Issues caused by the acts or omissions of third-parties, including providers of internet
services, or for issues arising from third-party software or hardware that is not provided by CentralSquare
is explicitly disclaimed;
D. Gross Negligence or Willful Misconduct. Issues relating to the failure or delay in performance to the extent
caused by the acts or omissions of Customer or its agents constituting gross negligence or willful
misconduct are explicitly disclaimed; and,
E. Force Majeure. A force majeure event such as natural disasters, acts of God, or any other cause
constituting force majeure are explicitly disclaimed.
3. Server Performance & Capacity. The standard provisioning of storage for the cloud solutions is 1 terabyte.
If Customer requests to add additional Software, increase storage or processing requirements, and/or
request additional environments, these requests will be evaluated and if additional resources are required
to support modifications, additional fees may apply at per unit (gigabyte, hour, license, etc).
4. Releases. Customer agrees keep the software up-to-date with the cloud release cycle as determined by
centralsquare. Staying current is essential to address security, performance, and infringement issues, and is
required for receiving software support. All modifications, revisions, and updates to the software will be provided
through new releases, accompanied by documentation updates whenever the centralsquare deems necessary.
5. Non-Production Environments. Included in the subscription fee is access to the training environment during the
hours of 8:00am – 4:00pm EST, Monday through Friday. Should the Customer require extended access for items
such as internal training, CentralSquare can make exceptions provided that Customer provide reasonable
advance written notice. CentralSquare will then work with the Customer to enable access in accordance with an
agreed upon schedule.
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EXHIBIT 8
Intentionally Omitted – Not Applicable
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EXHIBIT 9
Intentionally Omitted – Not Applicable
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CONTRACTOR
BY: _____________________________
AUTHORIZED SIGNATURE
Printed Name: ______________________
Title: _____________________________
__________________________________
PHONE NUMBER
___________________________________
EMAIL ADDRESS
___________________________________
TEXAS ETHICS COMMISSION
CERTIFICATE NUMBER
ATTEST:
INGRID REX, CITY SECRETARY
BY: _______________________________
APPROVED AS TO LEGAL FORM:
MACK REINWAND, CITY ATTORNEY
BY: _______________________________
CITY OF DENTON, TEXAS
BY: ____________________________
SARA HENSLEY
CITY MANAGER
THIS AGREEMENT HAS BEEN
BOTH REVIEWED AND APPROVED
as to financial and operational obligations
and business terms.
_______________ ________________
SIGNATURE PRINTED NAME
__________________________________
TITLE
__________________________________
DEPARTMENT
Docusign Envelope ID: A2D5C2B7-5A1B-4A94-9EBF-5E5E43D13010
NA
4074689115
Chief Revenue Officer
Ron Anderson
ronald.anderson@centralsquare.com
Development Services
Interim Director
Charlie Rosendahl
CONFLICT OF INTEREST QUESTIONNAIRE - FORM CIQ
For vendor or other person doing business with local governmental entity
This questionnaire reflects changes made to the law by H.B. 23, 84th Leg., Regular Session.
This questionnaire is being filed in accordance with Chapter 176, Local Government Code, by a vendor who has a business relationship as defined
by Section 176.001(1-a) with a local governmental entity and the vendor meets requirements under Section 176.006(a) and by City of Denton
Ethics Code, Ordinance 18-757.
By law this questionnaire must be filed with the records administrator of the local government entity not later than the 7th business day after the
date the vendor becomes aware of facts that require the statement to be filed. See Section 176.006(a-1), Local Government Code.
A vendor commits an offense if the vendor knowingly violates Section 176.006, Local Government Code. An offense under this section is a
misdemeanor.
1 Name of vendor who has a business relationship with local governmental entity.
2
Check this box if you are filing an update to a previously filed questionnaire.
(The law requires that you file an updated completed questionnaire with the appropriate filing authority not later than the 7th business day
after the date on which you became aware that the originally filed questionnaire was incomplete or inaccurate.)
3 Name of local government officer about whom the information in this section is being disclosed.
Name of Officer
Describe each employment or other business relationship with the local government officer, or a family member of the officer, as described by Section
176.003(a)(2)(A). Also describe any family relations hip with the local government officer. This section, (item 3 including subparts A, B, C & D), must be
completed for each officer with whom the vendor has an employment or other business relationship as defined by Section 176.00 1(1-a), Local Government Code.
Attach additional pages to this Form CIQ as necessary.
A. Is the local government officer named in this section receiving or likely to receive taxable income, other than investment income, from the vendor?
Yes No
B. Is the vendor receiving or likely to receive taxable income, other than investment income, from or at the direction of the local government officer named in
this section AND the taxable income is not received from the local governmental entity?
Yes No
C. Is the filer of this questionnaire employed by a corporation or other business entity with respect to which the local government officer serves as an officer
or director, or holds an ownership of one percent or more?
Yes No
D. Describe each employment or business and family relationship with the local government officer named in this section.
4
I have no Conflict of Interest to disclose.
5
Signature of vendor doing business with the governmental entity Date
Docusign Envelope ID: A2D5C2B7-5A1B-4A94-9EBF-5E5E43D13010
CentralSquare Technologies, LLC
11/21/2025
X
CONFLICT OF INTEREST QUESTIONNAIRE
For vendor doing business with local governmental entity
A complete copy of Chapter 176 of the Local Government Code may be found at http://www.statutes.legis.state.tx.us/ Docs/LG/htm/LG.176.htm. For easy
reference, below are some of the sections cited on this form.
Local Government Code § 176.001(1-a): "Business relationship" means a connection between two or more parties based on commercial activity of one of the
parties. The term does not include a connection based on:
(A) a transaction that is subject to rate or fee regulation by a federal, state, or local governmental entity or an agency of a federal, state, or local
governmental entity;
(B) a transaction conducted at a price and subject to terms available to the public; or
(C) a purchase or lease of goods or services from a person that is chartered by a state or federal agency and that is subject to regular examination by,
and reporting to, that agency.
Local Government Code § 176.003(a)(2)(A) and (B):
(A) A local government officer shall file a conflicts disclosure statement with respect to a vendor if:
(2) the vendor:
(A) has an employment or other business relationship with the local government officer or a family member of the officer that
results in the officer or family member receiving taxable income, other than investment income, that exceeds $2,500 during
the 12-month period preceding the date that the officer becomes aware that
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor;
(B) has given to the local government officer or a family member of the officer one or more gifts that have an aggregate value of more
than $100 in the 12-month period preceding the date the officer becomes aware that:
(i) a contract between the local governmental entity and vendor has been executed; or
(ii) the local governmental entity is considering entering into a contract with the vendor.
Local Government Code § 176.006(a) and (a-1)
(a) A vendor shall file a completed conflict of interest questionnaire if the vendor has a business relationship with a local governmental entity and:
(1) has an employment or other business relationship with a local government officer of that local governmental entity, or a family member
of the officer, described by Section 176.003(a)(2)(A);
(2) has given a local government officer of that local governmental entity, or a family member of the officer, one or more gifts with the
aggregate value specified by Section 176.003(a)(2)(B), excluding any gift described by Section 176.003(a-1); or
(3) has a family relationship with a local government officer of that local governmental entity.
(a-1) The completed conflict of interest questionnaire must be filed with the appropriate records administrator not later than the seventh business day
after the later of:
(1) the date that the vendor:
(A) begins discussions or negotiations to enter into a contract with the local governmental entity; or
(B) submits to the local governmental entity an application, response to a request for proposals or bids, correspondence, or another
writing related to a potential contract with the local governmental entity; or
(2) the date the vendor becomes aware:
(A) of an employment or other business relationship with a local government officer, or a family member of the officer,
described by Subsection (a);
(B) that the vendor has given one or more gifts described by Subsection (a); or
(C) of a family relationship with a local government officer.
City of Denton Ethics Code Ordinance Number 18-757
Definitions:
Relative: a family member related to a City Official within the third 3rd degree of affinity (marriage) or consanguinity (blood or adoption)
City Official: for purpose of this article, the term consists of the Council Members, Department Heads, or member of the Board of Ethics, Planning
and zoning Commission Members, Board of Adjustment, Historic Landmark Commission, or Public Utilities Board
Vendor: a person who provides or seeks to provide goods, services, and/or real property to the City in exchange for compensation. This definition
does not include those property owners from whom the City acquires public right-of-way or other real property interests for public use.
Per the City of Denton Ethics Code, Section 2-273. – Prohibitions
(3) It shall be a violation of this Article for a Vendor to offer or give a Gift to City Official exceeding fifty dollars ($50.00) per gift, or multiple gifts
cumulatively valued at more than two hundred dollars ($200.00) per a single fiscal year.
Per the City of Denton Ethics Code, Section 2-282. – Disposition (b), (5) Ineligibility
If the Board of Ethics finds that a Vendor has violated this Article, the Board may recommend to the City Manager that the Vendor be deemed
ineligible to enter into a City contract or other arrangement for goods, services, or real property, for a period of one (1) year.
Form provided by Texas Ethics Commission www.ethics.state.tx.us Revised 11/30/2015
Docusign Envelope ID: A2D5C2B7-5A1B-4A94-9EBF-5E5E43D13010
Certificate Of Completion
Envelope Id: A2D5C2B7-5A1B-4A94-9EBF-5E5E43D13010 Status: Completed
Subject: Please DocuSign: City Council Contract 8924 Land Management Software Contract
Source Envelope:
Document Pages: 30 Signatures: 8 Envelope Originator:
Certificate Pages: 6 Initials: 2 Christina Dormady
AutoNav: Enabled
EnvelopeId Stamping: Enabled
Time Zone: (UTC-06:00) Central Time (US & Canada)
901B Texas Street
Denton, TX 76209
christina.dormady@cityofdenton.com
IP Address: 198.49.140.104
Record Tracking
Status: Original
11/18/2025 7:56:37 AM
Holder: Christina Dormady
christina.dormady@cityofdenton.com
Location: DocuSign
Signer Events Signature Timestamp
Christina Dormady
christina.dormady@cityofdenton.com
Buyer
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 11/20/2025 2:46:13 PM
Viewed: 11/20/2025 2:46:27 PM
Signed: 11/20/2025 2:47:20 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Lori Hewell
lori.hewell@cityofdenton.com
Purchasing Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.104
Sent: 11/20/2025 2:47:23 PM
Viewed: 11/20/2025 3:39:00 PM
Signed: 11/20/2025 3:39:48 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Marcella Lunn
marcella.lunn@cityofdenton.com
Senior Deputy City Attorney
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 11/20/2025 3:39:51 PM
Viewed: 11/20/2025 3:53:05 PM
Signed: 11/20/2025 3:54:20 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Amanda Harrison
amanda.harrison@centralsquare.com
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 162.10.130.119
Sent: 11/20/2025 3:54:23 PM
Viewed: 11/21/2025 7:40:19 AM
Signed: 11/21/2025 8:38:45 AM
Electronic Record and Signature Disclosure:
Accepted: 11/21/2025 7:40:19 AM
ID: 815152e4-6dcd-4e1b-9dce-d5e07f3477ed
Signer Events Signature Timestamp
Ron Anderson
ronald.anderson@centralsquare.com
Chief Revenue Officer
Central square
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 162.10.154.122
Sent: 11/21/2025 8:38:50 AM
Viewed: 11/21/2025 9:03:40 AM
Signed: 11/21/2025 9:11:11 AM
Electronic Record and Signature Disclosure:
Accepted: 11/21/2025 9:03:40 AM
ID: 7f7d2427-3ddc-456a-b2bc-f17981a08a4d
Charlie Rosendahl
Charlie.rosendahl@cityofdenton.com
Interim Director
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 11/21/2025 9:11:15 AM
Viewed: 11/21/2025 3:36:02 PM
Signed: 11/21/2025 3:36:23 PM
Electronic Record and Signature Disclosure:
Accepted: 11/21/2025 3:36:02 PM
ID: 70b4ca2e-93d2-477e-af65-a50ecfa0c258
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Completed
Using IP Address: 198.49.140.10
Sent: 11/21/2025 3:36:28 PM
Viewed: 12/17/2025 10:15:12 AM
Signed: 12/17/2025 10:15:42 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Sara Hensley
sara.hensley@cityofdenton.com
City Manager
City of Denton
Security Level: Email, Account Authentication
(None)
Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 12/17/2025 10:15:46 AM
Viewed: 12/17/2025 10:29:05 AM
Signed: 12/17/2025 10:29:23 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Ingrid Rex
ingrid.rex@cityofdenton.com
Deputy City Secretary
Security Level: Email, Account Authentication
(None)Signature Adoption: Pre-selected Style
Using IP Address: 198.49.140.10
Sent: 12/17/2025 10:29:27 AM
Resent: 12/19/2025 8:20:16 AM
Viewed: 12/19/2025 11:38:17 AM
Signed: 12/19/2025 11:38:56 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
In Person Signer Events Signature Timestamp
Editor Delivery Events Status Timestamp
Agent Delivery Events Status Timestamp
Intermediary Delivery Events Status Timestamp
Certified Delivery Events Status Timestamp
Carbon Copy Events Status Timestamp
Cheyenne Defee
cheyenne.defee@cityofdenton.com
Procurement Administration Supervisor
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 11/20/2025 2:47:23 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Gretna Jones
gretna.jones@cityofdenton.com
Legal Secretary
City of Denton
Security Level: Email, Account Authentication
(None)
Sent: 11/21/2025 3:36:27 PM
Viewed: 11/21/2025 4:41:26 PM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
City Secretary Office
citysecretary@cityofdenton.com
Security Level: Email, Account Authentication
(None)
Sent: 12/19/2025 11:38:59 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Justin Stackhouse
justin.stackhouse@cityofdenton.com
Administrative Analyst
Security Level: Email, Account Authentication
(None)
Sent: 12/19/2025 11:39:01 AM
Viewed: 12/19/2025 11:51:40 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Amanda Harrison
amanda.harrison@centralsquare.com
Security Level: Email, Account Authentication
(None)
Sent: 12/19/2025 11:39:02 AM
Electronic Record and Signature Disclosure:
Accepted: 11/21/2025 7:40:19 AM
ID: 815152e4-6dcd-4e1b-9dce-d5e07f3477ed
Jenny McPherson
jenny.mcpherson@centralsquare.com
Security Level: Email, Account Authentication
(None)
Sent: 12/19/2025 11:39:03 AM
Electronic Record and Signature Disclosure:
Not Offered via Docusign
Witness Events Signature Timestamp
Notary Events Signature Timestamp
Envelope Summary Events Status Timestamps
Envelope Sent Hashed/Encrypted 11/20/2025 2:46:13 PM
Certified Delivered Security Checked 12/19/2025 11:38:17 AM
Signing Complete Security Checked 12/19/2025 11:38:56 AM
Completed Security Checked 12/19/2025 11:39:03 AM
Payment Events Status Timestamps
Electronic Record and Signature Disclosure
ELECTRONIC RECORD AND SIGNATURE DISCLOSURE
From time to time, City of Denton (we, us or Company) may be required by law to provide to
you certain written notices or disclosures. Described below are the terms and conditions for
providing to you such notices and disclosures electronically through your DocuSign, Inc.
(DocuSign) Express user account. Please read the information below carefully and thoroughly,
and if you can access this information electronically to your satisfaction and agree to these terms
and conditions, please confirm your agreement by clicking the 'I agree' button at the bottom of
this document.
Getting paper copies
At any time, you may request from us a paper copy of any record provided or made available
electronically to you by us. For such copies, as long as you are an authorized user of the
DocuSign system you will have the ability to download and print any documents we send to you
through your DocuSign user account for a limited period of time (usually 30 days) after such
documents are first sent to you. After such time, if you wish for us to send you paper copies of
any such documents from our office to you, you will be charged a $0.00 per-page fee. You may
request delivery of such paper copies from us by following the procedure described below.
Withdrawing your consent
If you decide to receive notices and disclosures from us electronically, you may at any time
change your mind and tell us that thereafter you want to receive required notices and disclosures
only in paper format. How you must inform us of your decision to receive future notices and
disclosure in paper format and withdraw your consent to receive notices and disclosures
electronically is described below.
Consequences of changing your mind
If you elect to receive required notices and disclosures only in paper format, it will slow the
speed at which we can complete certain steps in transactions with you and delivering services to
you because we will need first to send the required notices or disclosures to you in paper format,
and then wait until we receive back from you your acknowledgment of your receipt of such
paper notices or disclosures. To indicate to us that you are changing your mind, you must
withdraw your consent using the DocuSign 'Withdraw Consent' form on the signing page of your
DocuSign account. This will indicate to us that you have withdrawn your consent to receive
required notices and disclosures electronically from us and you will no longer be able to use your
DocuSign Express user account to receive required notices and consents electronically from us
or to sign electronically documents from us.
All notices and disclosures will be sent to you electronically
Unless you tell us otherwise in accordance with the procedures described herein, we will provide
electronically to you through your DocuSign user account all required notices, disclosures,
authorizations, acknowledgements, and other documents that are required to be provided or
made available to you during the course of our relationship with you. To reduce the chance of
you inadvertently not receiving any notice or disclosure, we prefer to provide all of the required
notices and disclosures to you by the same method and to the same address that you have given
us. Thus, you can receive all the disclosures and notices electronically or in paper format through
the paper mail delivery system. If you do not agree with this process, please let us know as
described below. Please also see the paragraph immediately above that describes the
consequences of your electing not to receive delivery of the notices and disclosures
electronically from us.
Electronic Record and Signature Disclosure created on: 7/21/2017 3:59:03 PM
Parties agreed to: Amanda Harrison, Ron Anderson, Charlie Rosendahl, Amanda Harrison
How to contact City of Denton:
You may contact us to let us know of your changes as to how we may contact you electronically,
to request paper copies of certain information from us, and to withdraw your prior consent to
receive notices and disclosures electronically as follows:
To contact us by email send messages to: purchasing@cityofdenton.com
To advise City of Denton of your new e-mail address
To let us know of a change in your e-mail address where we should send notices and disclosures
electronically to you, you must send an email message to us at melissa.kraft@cityofdenton.com
and in the body of such request you must state: your previous e-mail address, your new e-mail
address. We do not require any other information from you to change your email address..
In addition, you must notify DocuSign, Inc to arrange for your new email address to be reflected
in your DocuSign account by following the process for changing e-mail in DocuSign.
To request paper copies from City of Denton
To request delivery from us of paper copies of the notices and disclosures previously provided
by us to you electronically, you must send us an e-mail to purchasing@cityofdenton.com and in
the body of such request you must state your e-mail address, full name, US Postal address, and
telephone number. We will bill you for any fees at that time, if any.
To withdraw your consent with City of Denton
To inform us that you no longer want to receive future notices and disclosures in electronic
format you may:
i. decline to sign a document from within your DocuSign account, and on the subsequent
page, select the check-box indicating you wish to withdraw your consent, or you may;
ii. send us an e-mail to purchasing@cityofdenton.com and in the body of such request you
must state your e-mail, full name, IS Postal Address, telephone number, and account
number. We do not need any other information from you to withdraw consent.. The
consequences of your withdrawing consent for online documents will be that transactions
may take a longer time to process..
Required hardware and software
Operating Systems: Windows2000? or WindowsXP?
Browsers (for SENDERS): Internet Explorer 6.0? or above
Browsers (for SIGNERS): Internet Explorer 6.0?, Mozilla FireFox 1.0,
NetScape 7.2 (or above)
Email: Access to a valid email account
Screen Resolution: 800 x 600 minimum
Enabled Security Settings:
•Allow per session cookies
•Users accessing the internet behind a Proxy
Server must enable HTTP 1.1 settings via
proxy connection
** These minimum requirements are subject to change. If these requirements change, we will
provide you with an email message at the email address we have on file for you at that time
providing you with the revised hardware and software requirements, at which time you will
have the right to withdraw your consent.
Acknowledging your access and consent to receive materials electronically
To confirm to us that you can access this information electronically, which will be similar to
other electronic notices and disclosures that we will provide to you, please verify that you
were able to read this electronic disclosure and that you also were able to print on paper or
electronically save this page for your future reference and access or that you were able to
e-mail this disclosure and consent to an address where you will be able to print on paper or
save it for your future reference and access. Further, if you consent to receiving notices and
disclosures exclusively in electronic format on the terms and conditions described above,
please let us know by clicking the 'I agree' button below.
By checking the 'I Agree' box, I confirm that:
• I can access and read this Electronic CONSENT TO ELECTRONIC RECEIPT OF
ELECTRONIC RECORD AND SIGNATURE DISCLOSURES document; and
• I can print on paper the disclosure or save or send the disclosure to a place where I can
print it, for future reference and access; and
• Until or unless I notify City of Denton as described above, I consent to receive from
exclusively through electronic means all notices, disclosures, authorizations,
acknowledgements, and other documents that are required to be provided or made
available to me by City of Denton during the course of my relationship with you.