HomeMy WebLinkAbout09 AUTHORIZATION TO APPROVE CAD/RMS CONTRACTMEETING DATE: MARCH 20, 2020
TO: MATTHEW S. WEST, CITY MANAGER
FROM: STU GREENBERG, CHIEF OF POLICE
SUBJECT: AUTHORIZATION TO APPROVE CAD/RMS CONTRACT
SUMMARY
The Computer Aided Dispatch (CAD) and Records Management System (RMS) are the
main, mission -critical integrated workflow management systems that support most of the
City's public safety activities. These activities include patrol, dispatch, mapping, records
management, property/evidence management, criminal case management and crime
analysis. The CAD/RMS system is an essential tool for efficient utilization of resources,
effective management of tactical deployments, enhanced community policing efforts and
the catalyst for information sharing. Since October of 1996, the Tustin Police Department
has utilized a CAD/RMS system provided by the West Covina Service Group. The
demands placed on law enforcement agencies are the greatest they have ever been in
history, and a modern CAD/RMS system is mandatory to maintain service and execution
levels as expected by the community we serve.
Over the past 24 years, technology has advanced significantly in the industry and our
dispatchers, records staff, police officers and IT staff have all noticed the steady decline
in functionality and reliability with the West Covina CAD/RMS system. The system
continually experiences interruptions in service, causing unnecessary delays for
employees and members of our community. The City of West Covina is discontinuing its
CAD/RMS services in the near future. As a result, our current CAD/RMS system will not
be supported by the City of West Covina and has required us to begin a search for a new
provider.
In addition to the issues we experience with functionality, the West Covina CAD/RMS
system does not provide a fully integrated option, like many of the new programs offered
today. The Tustin Police Department is one of the few agencies in the county still
physically hand writing crime and property reports. This causes an unnecessary burden
on our records personnel who have to manually enter information into the computer and
then scan the reports into Laserfiche. New technologically advanced programs provide
integrated report writing options, automated property and evidence services, and case
management tracking for our Criminal Investigations Unit.
Authorization to Approve CAD/RMS Contract
March 17, 2020
Page 2of5
The need for a new CAD/RMS system was identified many years ago and as a result, a
committee was developed to investigate options into replacing our current system. Over
the past two years, the committee conducted extensive research with the goal of finding
a fully integrated, single source option to handle CAD, RMS, property and evidence, crime
analysis and case management. After the Request for Proposal (RFP) process and in-
depth vendor interviews, the decision was narrowed down to two vendors. At the
conclusion of this lengthy process, the committee representing all divisions within the
department, unanimously recommended Mark43 as our CAD/RMS service provider.
RECOMMENDATION
It is recommended the City Council approve and authorize the City Manager to enter into
a 10 -year contract with Mark43 to provide CAD/RMS services to the Tustin Police
Department as outlined in the contract.
FISCAL IMPACT
Terms
Amount
Year 1
$574,804
Year 2
$126,325
Year 3
$126,325
Year 4
$126,325
Year 5
$126,325
Year 6
$126,325
Year 7
$126,325
Year 8
$126,325
Year 9
$126,325
Year 10
$126,325
10 -Year Total:
$1,711,729
The committee believes it is fiscally responsible to secure a long-term, 10 -year contract,
locking us into today's pricing, rather than to gamble with the company's rising rates in
the future. Mark43 has already updated their pricing model and other agencies looking to
acquire their technology are being quoted higher prices.
The total cost for the Mark43 CAD/RMS system over the 10 -year term of the agreement
is $1,711,729.00, which is a significant savings over their list price. The Year 1 cost of
$574,804.00 was added to the General Fund expenditures during the Fiscal Year 2019-
2020 mid -year budget review. Even with this expenditure, the General Fund is projected
Authorization to Approve CAD/RMS Contract
March 17, 2020
Page 3 of 5
to be under budget by approximately $118,000.00. In addition, the police department
currently budgets $104,000.00 per year for its current CAD/RMS solution, which will
absorb much of the new annual maintenance costs listed above. Starting with Fiscal Year
2020-2021, the police department's annual maintenance cost for the CAD/RMS will need
to be increased by $22,325.00 to accommodate the new annual maintenance cost.
CORRELATION TO THE STRATEGIC PLAN
The proposal supports the implementation of Goal B: Public Safety and Protection of
Assets: Ensure Tustin is an attractive, safe and well maintained community in which
people feel pride.
BACKGROUND/DISCUSSION
It is apparent our current CAD/RMS system through the City of West Covina is reaching
its end of life. To ensure the new CAD/RMS system meets the needs of the entire
department, we involved our employees in the process from the very beginning. As a
result, we established a committee with stakeholders from all divisions within the police
department to research the options available in the CAD/RMS industry. In September
2017, the CAD/RMS committee was formed with sworn and civilian members from all the
divisions within the police department, as well as the City's Information Technology
department. The primary goal of the committee was to find a fully integrated system that
meets the current needs of the Tustin Police Department.
The committee began this project by conducting a needs assessment. Committee
members contacted other police agencies within the State of California to find out which
CAD/RMS solutions they were using and what experiences they had with their current
CAD/RMS vendor. Members of the committee attended several trade shows, including
the California Peace Officers Association ADVANCE show and the annual CALNENA
dispatch conference to identify current trends in technology. After discovering new
technology in the marketplace, the committee members asked stakeholders within the
organization what they wanted in a CAD/RMS solution. A "wish list" was created and the
committee used this as a guide throughout the entire process.
The committee also had to take the FBI's new NIBRS (National Incident -Based Reporting
System) into consideration. In an effort to improve the quality of crime data collected by
law enforcement, the FBI will be requiring all law enforcement agencies report data
related to local crimes by conforming to a uniform method of crime reporting known as
NIBRS. The deadline for compliance with NIBRS is January 1, 2021. The Tustin Police
Department's current CAD/RMS solution is not NIBRS compliant. The City of West
Covina will no longer be maintaining or servicing their CAD/RMS software, therefore, our
system cannot be programmed for NIBRS compliance.
Authorization to Approve CAD/RMS Contract
March 17, 2020
Page 4 of 5
On October 15, 2018, a RFP was solicited in an attempt to locate and identify viable
vendors. Four vendors submitted proposals. After reviewing the proposals, the committee
invited the two leading candidates (Mark43 and Motorola) to showcase their product to
the committee. After the presentations, members of the committee continued the due
diligence process by visiting law enforcement agencies in the State of California who were
currently Mark43 and Motorola clients. The committee visited two law enforcement
agencies currently using the Mark43 CAD/RMS solution and two using the Motorola
CAD/RMS solution.
After the site visits, the committee met to review the process and rate the vendors. The
committee ratings showed Mark43 unanimously scored higher in every category, with an
average rating of 89.66%. Below are some of the statements received from the committee
about the Mark43 product:
• Cloud -based solution is a benefit
• The system will always have the most current technology
• No downtime for system updates or fixes
• System is customizable
• Unlimited storage on the cloud
• Excellent customer service with 24/7 support
• Has a mobile application, which will be helpful in the field
• NIBRS compliant
Mark43 is a cloud -based solution, meaning there are no onsite servers, and all updates
are made without the need for any downtime. This is significant because over the course
of the 10 -year contract, our software will never go out of date. Upgrades, regular releases
and patch fixes all get delivered to us as part of our subscription, without the system going
down and without the need for our IT staff to monitor the upgrades.
When considering a cloud -based solution, long term storage of information and security
had to be considered. Mark43 offers unlimited storage and utilizes the Amazon Web
Services (AWS) Government Cloud. The AWS Government Cloud is an isolated cloud
solely for government agencies with sensitive and critical missions. The Mark43 platform,
and our data, will run on multiple geographically dispersed data centers to ensure
maximum redundancy and resiliency in the event of a cyber -attack, natural disaster or
other security risk.
If this proposal is approved by the City Council, we expect to begin the purchase and
implementation process within two to four weeks. As highlighted in the attached
Statement of Work document, implementation will begin with a "kickoff meeting" within 30
days of contract signing. Mark43 estimates full implementation to take approximately ten
to twelve months, but we are hoping to finish the project by the NIBRS implementation
deadline of January 1, 2021.
The attached contract was reviewed and approved by the City Attorney.
Authorization to Approve CAD/RMS Contract
March 17, 2020
Page 5 of 5
STU GREE
Chief of Police
Attachments:
1. Mark43 Implementation Statement of Work
2. Software License and Services Agreement
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Implementation
Statement of Work
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Tustin Police Department, California
Prepared for Sergeant Matthew Nunley
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Terri Greene, Regional Account Executive
Eric Lamb, 'Solutions Architect
Colleen McCanna, Solutions architect
Matthew Neal, Implementation Manager
March 5, 2020
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1. SOW OVERVIEW
2. PROJECT MANAGEMENT
2.1 PROJECT MANAGEMENT OVERVIEW
2.2 PROJECT MANAGEMENT SCOPE
2.3 PROJECT MANAGEMENT GOVERNANCE
2.4 PROJECT MANAGEMENT PHASES AND ACTIVITIES
2.4.1 PHASE 1 - Plan
2.4.2 PHASE 2 - Implement
2.4.3 PHASE 2 - Training
2.4.4 PHASE 3 - Deploy
2.5 IMPLEMENTATION SERVICES OVERVIEW
2.6 CHANGE CONTROL
3. THIRD PARTY INTEGRATION SERVICES
3.1 INTEGRATION TIERS
3.2 INTEGRATION ACTIVITIES
4. TRAINING
4.1 TRAINING SCOPE
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1. SOW OVERVIEW
This Statement of Work ("SOW"), outlines tasks required for the Mark43 Project Team (hereafter
Mark43 Project Team) to provide the Mark43 platform functionality purchased (hereafter Mark43
subscription) to City of Tustin, Tustin Police Department (hereafter Subscriber) in accordance with
the Software License and Services Agreement (SLSA) entered into by Mark43 and Subscriber in
conjunction with this SOW. The Mark43 Project Team shall perform in accordance with this SOW,
which shall be effective as of the Effective Date. Capitalized terms used but not otherwise defined
herein shall have the meanings ascribed to them in the SLSA.
This document's intention is to outline the implementation services, data conversion scope, and 3rd
party integration scope that were purchased along with the Mark43 system and that accompany the
Mark43 software implementation. This document outlines project implementation scope, Mark43
responsibilities, Subscriber responsibilities, implementation governance, and a project outline. Any
changes to this document will be handled through the Change Control Process outlined in the Change
Control section of this document. If a service is not listed in this document, it is not considered part of
the project.
2. PROJECT MANAGEMENT
2.1 PROJECT MANAGEMENT OVERVIEW
A Mark43 Implementation Lead will serve as Subscriber's main point of contact during
implementation. The Implementation Lead will help guide Subscriber through the phases of
implementation — from the initial kick-off call, to cutover to live operations — and assist with any
questions Subscriber might have throughout the process. The Implementation Lead aims to bring
together recommended best practices, blending implementation and project coordination processes
to provide meaningful support throughout the project lifecycle.
While the Implementation Lead is responsible for driving the implementation process, assistance
from Subscriber is necessary to facilitate the project. Subscriber's project team will need to set aside
time weekly for workflow and configuration validation sessions, data reconciliation, testing, and
training. The Implementation Lead will outline the scope of these responsibilities at the kick-off
meeting for the project.
If Subscriber anticipates having limited availability, then Subscriber may want to purchase additional
services from Mark43 to reduce the amount of time required from Subscriber. In addition, once live
on the System, Subscriber may decide to implement additional functionality or modules. In such
cases, the Subscriber should handle such requests through the Change Control Process outlined in
the Change Control section of this document.
Once implementation has been completed, the Mark43 Customer Success Team will take over as the
primary point of contact for the ongoing maintenance of the system. Customer Success will be
available to answer any questions that may come up as you begin using the Mark43 service. In
addition, Mark43 staffs a 24/7 Help Desk to assist with ground -level questions as they arise, and an
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online workflow portal that outlines out of the box Mark43 functionality. Support services are covered
by your Annual Subscription, Maintenance & Support Fees.
2.2 PROJECT MANAGEMENT SCOPE
As indicated above, the Implementation Lead will guide the Subscriber through the implementation.
Coordinated effort and cooperation from Subscriber is necessary to facilitate the implementation.
The following table breaks down general responsibilities for both Mark43 and Subscriber, outlining
activities that are included in the scope of the Implementation.
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•
Participate in all scheduled and recurring
• Work with Subscriber resources to keep
the project on schedule
meetings including but not limited to those
•
Coordinate Mark43 resources
relevant to project status updates, project
•
Collaborate on developing, managing,
health, deliverables, and milestones
and maintaining the project
•
Manages Subscriber resources to complete
schedule/timeline/plan
all assigned tasks on time
•
Regular status updates
•
Work with Mark43 to manage open issues
•
Work with Subscriber to manage open
•
Collaborate on developing, managing, and
issues
maintaining the project
•
Verifying product(s) configuration and
schedule/timeline/plan
data conversion
•
Work with Mark43 on reviewing and
•
Support the testing process
approving major milestones in accordance
•
Compile any new requests for custom
with predetermined acceptance criteria
development and work with the
•
Ensure technical requirements provided to
Subscriber through the Change Control
Subscriber by Mark43 are met
Process outlined in the Change Control
•
Introduce the Implementation Lead to third
section of this document
parties, as necessary. Manage relationship
•
Manage expectations, questions, and
between Mark43 and third parties.
internal processes for implementation
•
Complete Mark43 templates, questionnaires,
•
Review procedures for transitioning
and all other requirements or documents
Subscriber to sustainment
needed in a timely fashion
•
Basic cutover documentation and
•
Complete any assigned configuration tasks
assistance as outlined within this SOW
and uploads of Subscriber data
•
Transition Subscriber points of contact to
•
Dedicate or mark available on an as -needed
the Mark43 Customer Success team.
basis appropriate resources to review
•
Migrate and populate Subscriber data as
system configuration, workflows, or
applicable
converted data (Mark43 recommends that
representatives from all affected user groups
participate)
•
Lead and support all testing processes,
ensuring completion as outlined within the
project plan
•
Help verify product(s) configuration and data
conversion
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The following activities and responsibilities are excluded from the scope of the implementation:
Implementation of products or delivery of services not included within this SOW or the
contract
• End user or train -the -trainer training for any employee or affiliate of the Subscriber beyond
what is included in Section 5, unless otherwise purchased
• Evaluation of the Subscriber's current state practices, policies, or procedures for the purpose
of process improvement or performance improvement
• Troubleshooting of any issues not related to Mark43 software, Mark43 development, or
Mark43 integrations unless otherwise outlined
• Migration of data to Mark43 from other systems or third parties other than those specified in
this SOW or the contract
• Interfacing, or integrating, from or to Mark43 from other systems or third parties other than
those specified in the order form or contract
• Installation of any non-Mark43 software, servers, workstations or any other hardware
• Export of Mark43 data to other systems or third parties other than those specified in the
contract
For any tasks, deliverables, or services not included in scope that the Subscriber wishes Mark43 to
perform, the Subscriber must follow the Change Control Process outlined in the Change Control
section of this document.
2.3 PROJECT MANAGEMENT GOVERNANCE
Mark43 and Subscriber will work together to outline a full Governance Structure document detailing
the persons for each Mark43 and Subscriber Team role. This document should include an escalation
path for issues on both sides, an executive sponsor, and detail, as much as possible, the members of
each working group.
The following is a suggested breakdown of project roles and responsibilities:
PROJECT
Role
Responsibility
• Primary point of contact for the project
Implementation
• Manages the project schedule/timeline and provides regular status updates
Associate
to all stakeholders
• Coordinates and schedules Mark43 resources
• Handles escalated issues
• Primary technical point of contact for the project
• Scopes, defines requirements, and schedules integrations, migrations, or
Technical
any other technical services work
Services Lead
• Manages integration and data conversion project schedule
• Coordinates and schedules Mark43 technical resources
• Handles escalated technical issues
• Communicates with third -party vendors (if any)
Technical
• Develops integrations and/or data migrations
Services Engineer
• Escalates technical, workflow, or business issues
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• Communicates and works with third -party developers and vendors (if any)
• Triages and handles bugs reported
TUSTIN .D TEAM
Role
Responsibility
• Command Staff representative for the agency
Executive
• Has authority to represent the agency and provide or obtain sign -off on
Sponsor
major decisions during the project
• Assists with change management and potential policy changes within
the agency
• Helps govern relevant project stakeholders / working group leaders
• Primary point of contact for the agency
• Participates in regular check -ins and status updates with the team
Project Lead
• Review and approve major milestones
• Manages and escalates issues
• Has authority to represent the agency and get sign -off on major
decisions during the project
• Has knowledge of existing workflows, processes, configurations, and
systems, or has the resources to find business users needed to provide
knowledge
Business Point
• Has authority to represent the agency and get sign -off on business
of Contact
decisions around workflows, configurations, integrations, and data
conversions
• Helps define scope and requirements for configurations, integrations,
and data conversions
• Has knowledge of existing systems, integrations, and vendors/parties
involved
• Has authority to represent the agency and get sign -off on major
Technical Point
technical decisions
of Contact
• Provides network, data, system, or other access deemed necessary for
completion of integration and data conversion development work
• Provides documentation and other resources on data, schemas,
systems as needed
• Has enough business and technical knowledge to be able to validate
Validation Point
and sign -off on acceptance of workflows, configurations, integrations,
of Contact
and data conversions
• Has authority to represent the agency and get sign -off on acceptance of
integrations and data conversions
Working Group
• Primary points of contact for each affected user group area. There
Leads
should, at least, be one person for sworn, IT, records, and each major
module being implemented.
Training Point
• Primary point of contact for user training
of Contact
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2.4 PROJECT MANAGEMENT PHASES AND ACTIVITIES
To ensure product implementation success, the Mark43 project will be divided into three distinct
phases:
2.4.1 PHASE 1 - Plan
Phase 1 focuses on kicking off the implementation and planning provisioning of the Mark43
software. Mark43 will work closely with the Subscriber to outline the implementation steps, review
project planning documentation, and analyze business process to help outline configuration needs.
This includes meeting with identified working groups within the department, conducting research, and
introducing individuals to how workflows will function in Mark43. The Subscriber will need to ensure
full assembly of the Subscriber project team and working groups as well as completion of any
questionnaires sent within two weeks of receipt.
The table below outlines all Phase 1 activities:
Tasks
Task Details / Deliverables
• Conduct a Project Kick -Off to commence the Mark43 software
implementation through discussions of:
o Mark43 as a Company
o Mark43's Implementation Methodology
Project
Kick -Off
o Project Organization, Roles, & Responsibilities for both Mark43
and Subscriber and the Project Communication Plan in
accordance
• The Project Kick -Off will provide a high level overview of product and
project deliverables
• Subscriber will fill out Mark43's Foundation Questionnaire to help
Mark43 understand client's current processes and state as well as the
scope of the project
• Subscriber will fill out Mark43's Pre -Department Assessment
Technical Questionnaire (Integration and Data Conversion Scoping
Planning
Questionnaires) to help Mark43 better understand the technical scope
Documentation
and goal of the project
• Subscriber provides Mark43 the Project Governance Structure
Document to outline project contacts and communication protocols
• Mark43 provides client requested documentation to satisfy state
clearance process or requirements
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PHASE 2 - Implement
Phase 2 involves introducing the key working group leads and Subject Matter Experts (SMEs) to
system configuration scope and options for the implementation. The depth and breadth of
configuration, required, will be determined during project planning and scoping in Phase 1 based on
the questionnaires Mark43 sent to the Subscriber.
Mark43 will deliver a User Acceptance Testing (UAT) Plan for review by the Subscriber. Data
Migration/Conversion and Interface (3rd Party Integrations) planning will also begin; for more
information on these activities, please refer to the Data Conversion and 3rd Party Integration Scope
sections of this document.
The table below outlines all Phase 2 Implementation activities:
Tasks
• Mark43 to conduct the Introduction to Integration Scoping and
Planning for Subscriber
Configuration
• Mark43 to conduct the Introduction to Data Conversion Scoping and
Overview
Planning for Subscriber
• Mark43 will review the Foundation Questionnaire Results with
Department
Subscriber
Assessment
• Mark43 will provide an Initial Product Demonstration for Subscriber
Configuration
• Mark43 will provide Key Findings Document for Subscriber
UCR Contact
• The Subscriber will work with Mark43 to introduce and establish
UAT Introduction
communication with the Subscriber UCR contact
Other Specialty
• For any other specialty areas, the Subscriber will need to work with
Content Contact
Mark43 to introduce and establish communication with the Subscriber
point of contact (e.g. GIS experts)
• Introduction of base project plan for Mark43 and Subscriber
Project Plan
collaboration
• Mark43 will provide the Project Plan via Asana and Instagantt
PHASE 2 - Implement
Phase 2 involves introducing the key working group leads and Subject Matter Experts (SMEs) to
system configuration scope and options for the implementation. The depth and breadth of
configuration, required, will be determined during project planning and scoping in Phase 1 based on
the questionnaires Mark43 sent to the Subscriber.
Mark43 will deliver a User Acceptance Testing (UAT) Plan for review by the Subscriber. Data
Migration/Conversion and Interface (3rd Party Integrations) planning will also begin; for more
information on these activities, please refer to the Data Conversion and 3rd Party Integration Scope
sections of this document.
The table below outlines all Phase 2 Implementation activities:
Tasks
Task Details / Deliverables
• Conduct a system familiarization training overview with identified
Configuration
Subject Matter Experts in a tenant that has been lightly -configured
Overview
for the participating agency/Subscriber
• Subscriber gains access to the lightly -configured tenant for some
initial workflow testing
• Mark43 provides Subscriber with Foundation workflow guide
Configuration
• Mark43 will hold a configuration training session for the Subscriber
Sessions
staff that will be assisting and reviewing configuration settings
UAT Introduction
• Mark43 outlines standard UAT methodologies, timing, and logistics
, Subscriber is responsible for resource scheduling and logistics
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2.4.3 PHASE 2 - Training
Phase 2 also includes Mark43 delivery of training documentation/material, and assistance
coordinating training logistics. If applicable, this phase also includes Mark43 train -the -trainer courses
as outlined in Section 5. The Subscriber is responsible for incorporating feedback from workflow
configuration and UAT sessions into training documents.
Tasks and deliverables within this phase may overlap with tasks, deliverables, or activities included in
Phase 2.1.
The table below outlines all Phase 2 Training Activities:
Tasks
• Mark43 provides base workflow testing outline
UAT
• Mark43 will provide documentation detailing the minimum scripts to
Documentation
be reviewed and tested
Documentation
• Mark43 will work with the Subscriber and provide a Data Migration
Data Conversion
Plan or Decision Document to determine the plan with Subscriber.
Planning,
Timing and milestones will be included in the project plan where
Testing, and
appropriate
Completion
• For further details reference the Data Conversion Scope section of
this document
Integrations
• Please reference the 3rd Party Integrations Section of this document
Planning,
for details on integration planning, documentation, testing, and
Testing, and
completion. Timing and milestones will be included in the project
Completion
plan where appropriate
• Identify current department training infrastructure, resources, and
Training Needs
methodologies
Assessment
• Mark43 will provide the Subscriber with documentation outlining
current Mark43 Course Offerings
2.4.3 PHASE 2 - Training
Phase 2 also includes Mark43 delivery of training documentation/material, and assistance
coordinating training logistics. If applicable, this phase also includes Mark43 train -the -trainer courses
as outlined in Section 5. The Subscriber is responsible for incorporating feedback from workflow
configuration and UAT sessions into training documents.
Tasks and deliverables within this phase may overlap with tasks, deliverables, or activities included in
Phase 2.1.
The table below outlines all Phase 2 Training Activities:
Tasks
Task ► Deliverables
Foundation
• Mark43 will provide standardized workflow guides for the agency
Training
• Mark43 will provide access to our knowledge portal via Mark43
Documentation
Help Center
Training Logistics
• Where applicable, Mark43 will assist and offer previous best
practices on coordination of training logistics
• Mark43 will provide the number of train -the -trainer sessions
Train -the -Trainer
identified in Section 5 of this SOW.
• For any additional training outside of what is defined within this
Additional
SOW or the contract, the Subscriber should follow the Change
Training
Control Process outlined in the Change Control section to request
additional training services
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2.4.4 PHASE 3 - Deploy
Phase 3 focuses on the final activities necessary for cutover to Mark43 production. Mark43 will
provide a cutover checklist detailing tasks necessary for the client to cutover to the production
tenant.
Mark43 and the Subscriber will hold a go/no-go meeting no less than 45 calendar days prior to the
planned go -live date as outlined in the collaborative project plan to assess readiness.
The table below outlines all Phase 3 activities:
Tasks
Task Details / Deliverables
Status Calls and Updates
• Mark43 will provide a foundation cutover checklist for the Subscriber.
Cutover
This checklist details: tasks necessary to cutover to Mark43, go -live
Checklist
readiness steps, and any final changes needed before go -live
Implementation Onsite
• Mark43 will also provide guidance on navigating this plan and
Schedule
collaborate with the Subscriber to ensure Subscriber can complete all
Technical Services Onsite
tasks.
Go -live
• Mark43 and the Subscriber will hold a joint go/no-go meeting to
Readiness
assess the Subscriber's readiness to go -live and begin use of Mark43
Interface Development
products.
Go -live and
Hypercare
. Mark43 will provide cutover support as per the Implementation Service
Level listed below.
Customer
• The Mark43 Implementation Lead will work to introduce Mark43
Success
Customer Success staff to the Subscriber and help outline:
Transition
maintenance plan, issue escalation protocol, and ongoing status
updates
2.5 IMPLEMENTATION SERVICES OVERVIEW
The table below outlines the expectations for the contracted Implementation Service Level.
Service
Description
Status Calls and Updates
Every other week
Cadence
Configuration Support
In-person
Implementation Onsite
Bi -Monthly, maximum (not to exceed 6 visits)
Schedule
Technical Services Onsite
Remote
Schedule
Quality Assurance on any
Remote
Interface Development
Subscriber may request additional trips, but will be required to submit a change order form prior to any
trips occurring
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Quality Assurance on Any Data
Remote
Migration
Foundation Training Documents
Provided, minimal configuration
Hypercare Presence
In-person
Department Assessment
Remote
Project Manager and Business
Shared Implementation Associate
Analyst Resourcing
Mark43 Leadership Meeting
N/A
Schedule
Target Project Duration
10 -12 months
2.6 CHANGE CONTROL
For any requests to change this SOW, Mark43 and Subscriber will follow the Change Control Process.
Examples of changes include supplementing Subscriber staff with Mark43 resources, purchasing
additional implementation services, adding 3rd party integrations to scope, or purchasing existing
modules not currently included in the contract. The Change Control Process will be the main vehicle
for containing scope and confirming that Mark43 and Subscriber can make timely trade-offs between
the three key project variables of cost, time, and scope.
As gaps are defined and mitigated in the Plan, Implement, and Deploy phases of the project, the
Change Control Process will be used for formalizing updates to contract terms, whether or not there
is a financial impact. The process is initiated by the submission of a Change Order Form (COF), which
will be provided by Mark43 at the start of the project.
The COF will need to describe the change, rationale for the change, impact the change will have on
the project, and any other pertinent details. The Subscriber Executive Sponsor will review the
proposed change and determine whether to submit the request to Mark43.
Upon Subscriber submission, the Mark43 Project Team will review the COF with internal Mark43
resources. The following will be presented upon completion of the internal Mark43 review: any
proposed updates; costs to Subscriber; timeline estimates for the change; and a contract amendment
that reflect changes to the original project scope.
Mark43 reserves the right to reject a change request if it is not in the best interest of the
implementation project. Some change requests may be deferred to after cutover to live operations if
they are not critical to the success of the program. Upon signed approval by Subscriber, Mark43 will
commence work as outlined in the COF.
3. THIRD PARTY INTEGRATION SERVICES
Mark43 supports a number of different integration methods to suit the varying needs of clients, vendors,
and partners. Mark43 is built using service-oriented architecture; therefore, every system activity has a
RESTful API call to accomplish a user action to transfer data to or from the system. In addition, for
10-
partners that prefer other methods of integration either through a direct database connection or file
transfer, Mark43 supports those needs through a comprehensive set of generic and custom solutions.
3.1 INTEGRATION TIERS
Mark43 organizes interface development and maintenance under one of the following five (5) categories:
TierISKU
Mark43 Task Details
VendorIntegration
Subscriber and
• Integrations on the "Mark43
Industry Standard Integration
Types" list that require minimal
development work by Mark43 and
may require:
o Custom development,
data transformation, or
• Subscriber responsibilities
configuration by Mark43
o Provision Mark43
o An on -premise integration
integration server
server installation
• Vendor responsibilities
[INT 1] Interface -
o Maintenance of a regular
o Provide
Custom Level 1
job by Mark43
documentation and
• Mark43 responsibilities
assist with data
• Install Mark43 custom
transformation and
software on the
configuration as
integration server
needed/available
• Complete data
transformation,
configuration, and
development
• Maintain job to post or
pull data from Mark43
• Integrations not on the "Mark43
Industry Standard Integration
Types" list or have additional
scope not included in the
standard requirements that
• Subscriber responsibilities
require:
o Provision Mark43
• Custom development,
integration server
data transformation, or
• Vendor responsibilities
[INT 2] Interface -
configuration by Mark43
o Provide
Custom Level 2
o An on -premise integration
documentation and
server installation
assist with data
• Maintenance of a regular
transformation and
job by Mark43
configuration as
• Mark43 responsibilities
needed/available
o Install Mark43 custom
software on the
integration server
o Complete data
12-
transformation,
configuration, and
development
• Custom integrations built by
Mark43 that require:
o Potentially
multi -directional data
transfer between Mark43
and the external system
. Subscriber responsibilities
o An on -premise integration
o Provision Mark43
server installation
o Maintenance of a regular
integration server
jobo
• Vendor responsibilities
[INT 3] Interface -
Custom data
o Provide
Custom Level 3
transformation or
documentation and
configuration
assist with data
• Mark43 responsibilities
transformation and
o Install Mark43 custom
configuration as
software on the
needed/available
integration server
o Complete data
transformation,
configuration, and
development
• Integrations built by the
Subscriber IT team or
third -party vendor using
Mark43's External API, a
read-only connection to the
Mark43 responsibilities
Mark43 data lake standard
• Provide developer documentation
views, or a standard Mark43
• Offer minimal consultation (up to
file extract
[INT 4] Interface -
2 training sessions and support
• Vendor/Subscriber
Self -Build
through the help desk)
responsibilities
• Maintain uptime for the API and
o Transform data
data lake
to/from Mark43's
API or data lake
format
o Maintain job to post
or pull data from
Mark43
• Integrations between Mark43 and
a verified partner vendor
[INT 5] Interface -
• Integration options and developer
Partner Vendor
documentation available in the
Mark43 developer portal
• Refer to the "Mark43 Partner
12-
3.2 INTEGRATION ACTIVITIES
Mark43 will provide integration services to the Subscriber aligned with the appropriate integration tier in
section 4.1. Mark43 will perform the work and tasks required to design, develop, optimize, test and
integrate the Mark43 platform with 3rd party systems
Integration Name
Vendors" list
Vesta e911 ANI/ALI
INT 1
• Mark43 and Vendor
PM AM False Alarm Billing
INT 1
responsibilities are clearly defined
MorphoTrust LiveScan
INT 1
in a Mark43 Partner Vendor
WatchGuard
INT 3
Agreement
• Examples
• Mark43 builds a custom
endpoint for Coplogic for
Coplogic to post data to
that is reusable for all
agencies
• Coplink builds a reusable
integration to pull data
from Mark43's API
• Does NOT include
o Mark43 builds an
integration against a
custom export for which a
third -party vendor charges
an additional cost
Subject to the terms and conditions of the
MSA, Mark43 will provide Maintenance
Services for all deployed interfaces.
Maintenance Services shall consist of the
following:
• Mark43 will maintain the
Maintenance and
application software installed on
Support
the integration server(s)
• Mark43 will update the docker
containers on the integration
server(s) as part of the bi-weekly
Mark43 release cycle
• Mark43 will resolve any defects in
the operation of the interface in a
timely manner
3.2 INTEGRATION ACTIVITIES
Mark43 will provide integration services to the Subscriber aligned with the appropriate integration tier in
section 4.1. Mark43 will perform the work and tasks required to design, develop, optimize, test and
integrate the Mark43 platform with 3rd party systems
Integration Name
as outlined in this SOW.
Tier Direction
Vesta e911 ANI/ALI
INT 1
One-way
To Mark43
PM AM False Alarm Billing
INT 1
One-way
To PM AM
MorphoTrust LiveScan
INT 1
Bi -Directional
WatchGuard
INT 3
Bi -Directional
13-
Crossroads Citations & Collisions
INT 5
One-way
To Mark43
Vigilant - License Plate Reader (LPR)
INT 3
Bi -Directional
LiNX
INT 1
One-way
To LiNX
Coplink
INT 5
One-wayTo Coplink
Accurint / LexisNexis Crime Analysis
INT 1
One-way
To Accurint
Single Sign -On (SSO)
n/a
n/a
Phases / Tasks
Task Details
Deliverables
The purpose of the scoping phase is to establish
and sign -off on the agreed-upon scope of the
integration. This includes:
• Discussions between Mark43, the Agency,
• Data Documentation
and the Third -Party Vendor
• Data Access
• Exchange of documentation on
Credentials
Scoping
Mark43/Third Party Vendor APIs, databases,
• Sample/Test Data
or data systems
• Interface Control
• Provisioning data access (i.e. database
Document
connection, API credentials, file server
location, sample/test data, etc.)
• Completion and sign -off on Interface Control
Document
The development phase constitutes the actual
development work required to get the interface
. Integration set-up and
running in a test environment. This includes:
running against test
Development
• Initial development work
environment (if
• Initial testing/validation
available)
• Integration running against test environment
(if available)
The validation phase is a joint effort between all
parties involved to validate and sign off on
acceptance of the integration. This includes:
Performing of validation by the agency
Configuration
Validation Lead and end user acceptance (if
• Sign -off on interface
applicable)
acceptance
• Reporting/triaging of bugs
Bug fixes and re -test
Sign -off on interface acceptance/completion
by the agency Validation Lead
14-
4. TRAINING
4.1 TRAINING SCOPE
The following trainings are included with the purchase of Mark43 subscription items:
Course
Offering
RMS Fundamentals (with RMS 1)
1 onsite TtT (Train the
Trainer) session
RMS Mobile (with RMS 5)
1 onsite TtT session
RMS Case Management (with RMS 2)
1 onsite TtT session
RMS Evidence (with RMS 3)
1 onsite TtT session
Records Group / Compliance (with RMS 1)
1 onsite TtT session
System Administration (with RMS 1)
1 onsite TtT session
BI Suite (with ANA 1 and/or ANA 2)
1 onsite TtT session
Data Lake (with the purchase of a Data Lake)
1 onsite TtT session
CAD First Responder (Includes Data Exchange) (with CAD 2, 3, 4, or 5
and DEX 1)
1 onsite TtT session
CAD Dispatch (Includes Data Exchange) (with CAD 1 and DEX 1)
2 onsite TtT sessions
15-
ATTACHMENT NO. 2
SOFTWARE LICENSE AND SERVICES AGREEMENT
This Software License and Services Agreement (this "Agreement") is effective as of , 2020 (the
"Effective Date") by and between Mark43, Inc. ("Mark43"), with a place of business at 250 Hudson Street, 31d Floor,
New York, NY 10013, and the City of Tustin ("Subscriber"), with a place of business at 300 Centennial Way, Tustin,
CA 92780.
For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree
as follows:
1. DEFINITIONS.
1.1 Defined Terms. Defined terms have the meanings set forth in this Article 1 (Definitions) and
elsewhere in this Agreement when capitalized, and may be read in singular, plural or an alternative
tense as the context requires.
1.2 "Affiliate" means, with respect to any entity, any other entity who, directly or indirectly, through one
or more intermediaries, controls, is controlled by, or is under common control with, such entity. The
term "control" means the possession, directly or indirectly, of the power to direct or cause the direction
of the management and policies of an entity, whether through the ownership of voting securities, by
contract or otherwise.
1.3 "Applicable Law" means, with respect to any party, any federal, state or local statute, law, ordinance,
rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or
other requirement of any international, federal, state or local court, administrative agency or
commission or other governmental or regulatory authority or instrumentality, domestic or foreign,
applicable to such party or any of its properties, assets or business operations.
1.4 "Applications" means the Records Management System and other applications as described in
Schedule A.
1.5 "Authorized User' means an Affiliate, employee or independent contractor of Subscriber (solely to
the extent such contractor is providing services to Subscriber), who has been authorized by
Subscriber to use the SaaS Services.
1.6 "Documentation" means the user guides and user manuals for the SaaS Services that Mark43
provides to Subscriber.
1.7 "Go Live" means the date of cutover to each respective Mark43 Application.
1.8 "Integration Control Document" means the agreement, if applicable, governing any integrations
with Third Party Applications.
1.9 "Intellectual Property Rights" means all intellectual and industrial property rights, whether now
existing or existing in the future, including without limitation, (i) all patent rights, including any rights
in pending patent applications and any related rights; (ii) all copyrights and other related rights
throughout the world in works of authorship, including all registrations and applications therefor;
(iii) all trademarks, service marks, trade dress or other proprietary trade designations, including all
registrations and applications therefor (iv) all rights throughout the world to proprietary know-how,
trade secrets and other confidential information, whether arising by law or pursuant to any contractual
obligation of non -disclosure; and (v) all other rights covering industrial or intellectual property
recognized in any jurisdiction.
1.10 "Professional Services" means the evaluation, consultation, implementation, customization,
configuration and other services offered by Mark43 in connection with the SaaS Services.
1.11 "Regular Usage Period" for any Application commences upon the occurrence of Go Live for that
Application.
1.12 "SaaS Services" means the Applications, Software, and related software -as -a -service, hosting,
maintenance and/or support services made available by Mark43 for remote access and use by
Subscriber, including any Documentation thereto.
1.13 "Services" means the services provided or required to be provided by or through Mark43, including
without limitation, SaaS Services and Professional Services.
1.14 "Software" means the object code version of Mark43's computer software and all Updates made
available by Mark43 to Subscriber under this Agreement.
1.15 "Statement of Work" means a detailed plan of work to be agreed by the Parties in conjunction with
this Agreement.
1.16 "Subscriber Data" means all data, information, content and other materials stored or transmitted by
Subscriber and any Authorized User through the SaaS Services (i) in their user accounts; and (ii) on
any Third Party Application, excluding any Third Party Data and any Mark43 Data.
1.17 "Term" means the Initial Term and any Renewal Term.
1.18 "Third Party Application" means a third -party service approved by Mark43 to which Subscriber and
any Authorized User facilitates Mark43's access to, and use of, the SaaS Services, via an application
programming interface or other means.
1.19 "Third Party Components" means any components of the SaaS Service from time to time that are
provided by third parties (e.g., Google Maps).
1.20 "Third Party Data" means any data owned by a third party that Mark43 provides to Subscriber via
the SaaS Service.
1.21 "Third Party Provider' means third parties, including other vendors, state agencies and local
agencies, that control products and/or databases with which Mark43 SaaS Services are to be
interfaced.
1.22 "Updates" means any and all new releases, new versions, patches and other updates for the SaaS
Services that Mark43 makes generally available without additional charge to its other subscribers of
the SaaS Services.
1.23 "Vendors" means third parties with whom Mark43 contracts to provide components of the SaaS
Services, and includes without limitation, Amazon Web Services (for platform hosting) and Google
(for Google Maps).
1.24 "Website" means any Internet website through which Mark43 provides the SaaS Services under this
Agreement.
2. SERVICES.
2.1 SaaS Services. Subject to the terms of this Agreement, and during the Term, Mark43 hereby grants
a non-exclusive, non -transferable, non-sublicensable license to Subscriber and its Authorized Users
to access and use the SaaS Services through the Website for Subscriber's internal purposes and in
accordance with the terms and conditions of this Agreement. Mark43 will be responsible for hosting
the Website, and Subscriber and its Authorized Users will be responsible for obtaining internet
connections and other third party software, hardware and services necessary for it to access the
Website through the Internet, including without limitation as set forth in Schedule C, "Technical
Requirements." Subscriber will be responsible to Mark43 for compliance with the restrictions on use
and other terms and conditions of this Agreement by any of its Authorized Users.
2.2 Professional Services. Mark43 offers Professional Services in connection with the SaaS Services
as further described in Schedule A. To the extent any Professional Services involve the development
of any customization or configuration to the SaaS Services, all Intellectual Property Rights to such
customization or configuration will be solely owned by Mark43 and will be deemed to be included in
the definition of SaaS Services and licensed to Subscriber on the terms set forth herein.
2.3 Access to Documentation. Mark43 will provide Subscriber via the Website or other means with
access to the Documentation, as may be updated from time to time. Subscriber may print copies of,
use, and permit its Authorized Users to use, the Documentation solely in connection with the use of
the SaaS Services.
2.4 Support Services. Mark43 will provide a 24/7 telephone -based help desk through which it will
respond to inquiries about the SaaS Services from Subscriber via telephone. Mark43 also provides
a 24/7 email -based help desk for the SaaS Services as set forth in Schedule A.
2.5 Restrictions on Use. Subscriber and its Authorized Users will not (and will not permit any third party
to): (i) share Subscriber's or any Authorized User's login credentials; (ii) reverse engineer, decompile,
disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file
formats, or interface protocols of the SaaS Services or of any files contained in or generated by the
SaaS Services; (iii) copy, modify, adapt or translate the SaaS Services or the Third Party Data, or
otherwise make any use, resell, distribute or sublicense the SaaS Services or the Third Party Data
other than in connection with this Agreement; (iv) make the SaaS Services available on a "service
2
bureau" basis or allow any third parties to use the SaaS Services; (v) disclose the SaaS Services or
any of its components to third parties; (vi) remove or modify any proprietary marking or restrictive
legends placed on the SaaS Services or the Third Party Data; (vii) use the SaaS Services or the
Third Party Data in violation of any Applicable Law; (viii) create or augment any mapping -related
dataset including a mapping or navigation dataset, business listings database, mailing list, or
telemarketing list) for use in an implementation that is not connected to the Services; (ix) use the
SaaS Services or the Third Party Data in violation of any Applicable Law; (x) introduce into the
Services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature;
(xi) use the Services to post advertising or listings; (xii) use the Services to defame, abuse, harass,
stalk, or threaten others; (xiii) permit access or use of the Services by any individual outside the
United States; (xiv) hide or obscure any Authorized User's location; (xv) permit access or use of the
Services, for any activities other than to enhance Subscriber's own services, where reliance solely
on, or failure to use, the Services could lead to death, personal injury, or property damages.
Subscriber and its Authorized Users will not access the SaaS Services if in direct competition with
Mark 43, and will not allow access to the SaaS Services by any party who is in direct competition
with Mark43, except with Mark43's prior written consent. Subscriber shall comply with additional
restrictions on use of the Services in Additional Terms, as defined in Section 2.10 below.
2.6 Security Obligations. Subscriber agrees it and its Authorized Users shall securely manage their
respective password(s) for access to the SaaS Service. Subscriber agrees it shall notify Mark43
promptly in the event it becomes aware of any unauthorized access or use of the SaaS Service, or
of any of its or its Authorized Users passwords or accounts. Unless expressly stated otherwise in this
Agreement, a single username or password may not be used by more than one (1) Authorized User.
In addition, Authorized Users may log into the SaaS Service from only one location at any given time;
concurrent usage (or sign in) under a single username is prohibited, unless Subscriber provides
Mark43 with a written explanation of an authorized person stating the business justification for any
concurrent usage. Subscriber is responsible for all activities conducted within User accounts in use
of the SaaS Service. Subscriber shall comply with all applicable local, state, federal and regional or
other laws and regulations applicable in connection with use of the SaaS Service, including all those
related to data privacy and the transmission of technical or personal data. Subscriber agrees to (a)
provide true, accurate, current and complete registration data for each account it creates via the
SaaS Service, and (b) maintain and promptly update the registration data to keep it true, accurate,
current and complete.
2.7 Title. As between Mark43 and Subscriber, Mark43 retains title to and ownership of the SaaS
Services, including all copyrights and other Intellectual Property Rights relating thereto. Mark43's
licensors retain title to and ownership of the Third Party Data and the Third Party Components,
including all copyrights and other intellectual property rights relating thereto. Subscriber will have no
rights with respect to the SaaS Services, the Third Party Data or the Third Party Components other
than those expressly granted under this Agreement. Any suggestions for changes or improvements
to Services that Subscriber provides to Mark43, whether solicited by Mark43 or not, shall be owned
by Mark43 and Subscriber hereby irrevocably assigns, and shall assign, to Mark43 all right, title, and
interest in and to such suggestions. Mark43 shall have no obligation to incorporate such suggestion
into its products or Services.
2.8 Subscriber Data. As between Mark43 and Subscriber, Subscriber owns and shall retain all right,
title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Subscriber
Data. Subscriber shall have the sole responsibility for the accuracy, quality, and legality of the
Subscriber Data, including obtaining all rights and consents necessary to share the Subscriber Data
with Mark43 as set forth in this Agreement. Notwithstanding anything to the contrary contained
herein, Subscriber hereby grants to Mark43 an irrevocable, worldwide, royalty free, non-exclusive,
transferable, sublicensable license to use the Subscriber Data to: provide the SaaS Services to
Subscriber and other Mark43 subscribers; analyze the Subscriber Data in anonymized and/or
aggregate form in order to operate, maintain, manage, and improve the SaaS Services, create new
products and services, and share and/or license this aggregate data to Affiliates, agents, business
partners, and other third parties; for Mark43's internal purposes to improve the Applications,
Software, and related services, and any other uses disclosed in or related to performance under the
Agreement or any statement of work.
2.9 Third Party Applications. If Subscriber installs or enables a Third Party Application for use with the
SaaS Services, Subscriber grants (and will cause the applicable third party to grant) Mark43
permission to access Subscriber Data stored on that Third Party Application as required for the
interoperation of that Third Party Application with the SaaS Services. In no event will Mark43 be
responsible for any Third Party Application, or for any failure of a Third Party Application to properly
interoperate with the SaaS Services. If Mark43 receives information that a Third Party Application
may violate any Applicable Laws or Third Party rights, Subscriber will, promptly upon receiving notice
of the foregoing from Mark43, disable any connection between such Third Party Application and the
SaaS Services to resolve the potential violation (and if Subscriber fails to promptly disable such
connection, Mark43 shall have the right to do so). In addition, in the event that Subscriber fails to
properly obtain the grant of rights to Mark43 to access and use Third -Party Data as required for the
interoperation of that Third -Party Application, Subscriber shall defend, indemnify, and hold harmless
Mark43 from any and all claims based on Mark43's use of such Third -Party Application.
2.10 Third Party Components.
(a) Use of Third -Party Components. Mark43 may use Vendors to subcontract the performance of
its duties and obligations hereunder and to provide certain functions of the Services, including
without limitation, hosting and data analysis. Any such Vendors utilized as of the Effective Date
are identified on Schedule D. Certain Vendor policies and terms and conditions of service shall
apply to the Services. Such terms, or URL locator addresses for such terms, will be provided on
Schedule D or in writing from time to time, ("Additional Terms"). If any of the Vendors and/or
licensors of the Third -Party Components require Mark43 to flow down any Additional Terms to
Subscriber, Subscriber's use of such Third -Party Components, as incorporated into the SaaS
Service, shall be subject to such Additional Terms. In the event of any inconsistency or conflict
between the Additional Terms and the terms of this Agreement, such Additional Terms shall
govern with respect to Subscriber's use of the applicable Third Party Component.
(b) DISCLAIMER REGARDING THIRD PARTY COMPONENTS. MARK43, NOT BEING THE
PROVIDER OR MANUFACTURER OF THE THIRD PARTY COMPONENTS, NOR THE
PROVIDERS' OR MANUFACTURERS' AGENT, MAKES NO EXPRESS OR IMPLIED
WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD PARTY
COMPONENTS AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE
EXIST.
2.11 Third Party Data. Subscriber shall access and use the Third Party Data in accordance with the
terms and conditions of the agreement between the Subscriber and the provider of such Third Party
Data. MARK43, NOT BEING THE PROVIDER OR MANUFACTURER OF THE THIRD PARTY
DATA, NOR THE PROVIDERS' OR MANUFACTURERS' AGENT, MAKES NO EXPRESS OR
IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD PARTY
DATA AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.
2.12 Agreements with Third Party Providers. Subscriber, and not Mark43, is solely responsible for
establishing any required agreement(s) and/or statement(s) of work with Third Party Providers in
connection with the interfaces, and for paying all fees, costs and expenses of Third Party Providers.
2.13 Changes to Services. Mark43 may make changes and Updates to its Services, provided that it
does not materially derogate the overall quality of the Services. Mark43 does not guarantee that the
Services are or will remain compatible with any particular third party software or equipment, and may,
upon written notice, terminate its support for, any software or equipment of Subscriber that Mark43
determines are incompatible with the operation of the Services.
2.14 Data Sharing. Mark43 will allow Subscriber to grant other agencies specified levels of access to
Subscriber Data pursuant to an executed data -sharing agreement between agencies, and with
permissions subject to the parameters laid out in the relevant data -sharing agreement. Subscriber
shall provide Mark43 with a copy of the executed data -sharing agreement prior to allowing any such
data -sharing. As between Mark43 and Subscriber, Subscriber will be solely responsible for any
liabilities that arise as a result of such data -sharing.
3. FEES AND PAYMENT TERMS.
3.1 Fees for Mark43 Services. Subscriber will pay Mark43 fees as stated on Schedule A (the "Fees")
attached hereto in accordance with the payment schedule set forth on Schedule A. All Fees due
hereunder will be due and payable by Subscriber within thirty (30) days of the invoice date. All
payments of Fees are non-refundable. All amounts stated in this Agreement or on any invoice are
in U.S. dollars, and all payments will be made in U.S. dollars. Unless prohibited by local law, overdue
payments will accrue interest at the lesser of one and one-half percent (1.5%) per month or the
maximum allowable interest under Applicable Law, from due date until paid. Subscriber agrees that
its use of and payment for Services constitutes its inspection and acceptance of such Service.
4
3.2 Third -Party Data and Third -Party Components. Additional fees may apply to the use of certain
Third -Party Data and Third -Party Components, which if provided by Mark43, such fee may be
included within the Fees. Mark43 may pass through any increase in such fees for Third Party
Components or Third Party Data, relating to any existing Services, by giving Subscriber thirty (30)
days' advance notice.
3.3 Taxes. Subscriber will pay all taxes, including sales, use, excise, and other governmental fees,
duties, and charges (and any penalties, interest, and other additions thereto) that are imposed on
Subscriber or Mark43 with respect to the transactions and payments under this Agreement (excluding
taxes based on Mark43's income or employment) ("Indirect Taxes"). All Fees are exclusive of
Indirect Taxes. If any such taxes are required to be withheld on any payment, Subscriber will pay
such additional amounts as are necessary so that the net amount received by Mark43 is equal to the
amount then due and payable under this Agreement.
4. TERM AND TERMINATION.
4.1 Term.
(a) Initial Term. The initial term of this Agreement begins on the Effective Date and will continue for
the period set forth on Schedule A, unless and until terminated in accordance with Section 4.2
(the "Initial Term").
(b) Renewal Terms. Upon expiration of the Initial Term or any Renewal Term, this Agreement will
automatically renew for successive periods as set forth on Schedule A (each, a "Renewal Term")
at the rates set forth on Schedule A, unless either party provides the other with written notice of
non -renewal at least thirty (30) days prior to the expiration of the then -current term.
4.2 Temporary Suspension and Termination.
(a) Termination for Breach by Either Party. Either party may terminate this Agreement upon written
notice to the other party, if the other party breaches a material term of this Agreement and such
breach remains uncured for thirty (30) days after the other party's receipt of such notice.
(b) Termination for Convenience. Subscriber may terminate this Agreement upon ninety days'
written notice to Mark43 at any time during the Initial Term.
(c) Termination for Breach by Subscriber. If Mark43 reasonably determines that Subscriber's use of
the Services either: (i) fails to comply with the Restrictions on Use in Section 2.5; (ii) poses a
security risk to the Services or any third party, (iii) creates or is likely to create an adverse impact
on Mark43's systems, the Services, or the systems or content of any other subscriber; or (iv)
subjects Mark43 or its Affiliates to possible liability, then Mark43 may immediately upon notice
temporarily suspend Subscriber's and any Authorized User's right to access any portion or all of
the Services, pending remedial action by Subscriber, or after a period of 30 days, terminate the
Services.
(d) Termination for Non -Appropriation. Subscriber's payment obligation under this Agreement
extends only to funds appropriated annually by Subscriber or Subscriber's governing body for the
purpose of the Agreement. For each succeeding fiscal period covered by this Agreement,
Subscriber or other applicable agency or department responsible for this Agreement agrees to
include in its budget request appropriations sufficient to cover the annual financial obligations
under this Agreement. If Subscriber is appropriated insufficient funds to continue annual
payments under the Agreement, Subscriber may terminate the Agreement by giving Mark43 not
less than 30 days' prior written notice. Upon termination under this paragraph, Mark43 shall be
entitled to compensation for all services rendered prior to the effective termination date, plus any
prepaid Fees, as well as reimbursement for reasonable costs actually incurred in closing out this
Agreement.
4.3 Effect of Termination. In the event of any termination or expiration of this Agreement,
(a) Subscriber will pay Mark43 all undisputed amounts payable hereunder as of the termination or
expiration date;
(b) all rights and licenses granted hereunder to Subscriber (as well as all rights granted to any
Authorized Users of Subscriber) will immediately cease, including but not limited to all use of the
SaaS Services; and
(c) Mark43 will provide records to Subscriber in accordance with its transition assistance services
("Transition Assistance") as set forth in Schedule B.
(d) Subscriber will, upon written request of Mark43, either return to Mark43 or provide Mark43 with
written certification of the destruction of, all documents, computer files and other materials
containing any Confidential Information of Mark43 that are in Subscriber's possession or control.
4.4 Survival. The following provisions will survive any termination or expiration of this Agreement:
Section 2.7 ("Subscriber Data"), Section 2.9 ("Third Party Components"), Section 2.10 ("Third Party
Data"), Section 4.3 ("Effect of Termination"), Section 5 ("Confidentiality"), Section 6.2 ("Disclaimer"),
Section 7 ("Limitation of Liability"), Section 8 ("Indemnification"), Section 9 ("Miscellaneous
Provisions"), Schedule B ("Transition Assistance") and this Section 4.4 ("Survival").
5. CONFIDENTIALITY.
5.1 Definition of Confidential Information. For the purposes of this Agreement, "Confidential
Information" means: (a) with respect to Mark43, the SaaS Services, and any and all source code
relating thereto, as well as Documentation and non-public information or material regarding Mark43's
legal or business affairs, financing, customers, properties or data, and (b) with respect to Subscriber,
any non-public information or material regarding Subscriber's legal or business affairs, financing,
customers, properties or data. Notwithstanding any of the foregoing, Confidential Information does
not include information which: (i) is or becomes public knowledge without any action by, or
involvement of, the party to which the Confidential Information is disclosed (the "Receiving Party");
(ii) is documented as being known to the Receiving Party prior to its disclosure by the other party (the
"Disclosing Party"); (iii) is independently developed by the Receiving Party without reference or
access to the Confidential Information of the Disclosing Party and is so documented; or (iv) is
obtained by the Receiving Party without restrictions on use or disclosure from a third person who did
not receive it, directly or indirectly, from the disclosing party.
5.2 Use and Disclosure of Confidential Information. The Receiving Party will, with respect to any
Confidential Information disclosed by the Disclosing Party before or after the Effective Date: (i) use
such Confidential Information only in connection with the Receiving Party's performance of this
Agreement; (ii) subject to Section 5.4 below, restrict disclosure of such Confidential Information within
the Receiving Party's organization to only those of the Receiving Party's employees and independent
contractors who have a need to know such Confidential Information in connection with the Receiving
Party's performance of this Agreement and (iii) except as provided herein, not disclose such
Confidential Information to any third party unless authorized in writing by the Disclosing Party to do
so.
5.3 Protection of Confidential Information. The Receiving Party will protect the confidentiality of any
Confidential Information disclosed by the Disclosing Party using at least the degree of care that it
uses to protect its own confidential information (but no less than a reasonable degree of care).
5.4 Employee and Independent Contractor Compliance. The Receiving Party will, prior to providing
any employee or independent contractor access to any Confidential Information of the Disclosing
Party, inform such employee or independent contractor of the confidential nature of such Confidential
Information and require such employee or independent contractor to comply with the Receiving
Party's obligations hereunder with respect to such Confidential Information.
5.5 Compelled Disclosure. A disclosure by one party of Confidential Information of the other party to
the extent required by Applicable Laws will not be considered a breach of this Agreement, provided
the party so compelled promptly provides the other party with prior notice of such compelled
disclosure (to the extent legally permitted) and provides reasonable assistance, at the other party's
cost, if the other party wishes to contest the disclosure.
5.6 Public Records
(a) For purposes of this Section 5 (Confidentiality), the term "Public Records Request" shall mean
any request for the disclosure of records pursuant to the California Public Records Act (Gov't
Code § 6250 et seq.) or other state public records law or "sunshine" law, federal Freedom of
Information Act or other comparable law.
(b) In the event that Subscriber requires Mark43's assistance to comply with Applicable Laws
(including, without limitation, a Public Records Request) requiring the disclosure of Subscriber
Data collected or maintained by Mark43 in connection with the Mark43 Services, Subscriber shall
reimburse Mark43 for all reasonable time spent by Mark43 personnel in responding to (including
assisting Subscriber in complying with) the Public Records Request, along with documented and
reasonable fees and expenses (including outside counsel fees and the costs of document
production).
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(c) Notwithstanding anything contained in this Section 5 (Confidentiality), in the event that Subscriber
or any Affiliate receives a Public Records Request seeking the disclosure of Confidential
Information of Mark43 or any other records relating to Mark43 or the Mark43 Service, Subscriber
shall provide notice to Mark43 within at least three (3) business days of Subscriber's receipt of
the request. Subscriber shall specifically identify any such records that Subscriber intends to
disclose and, if such records exceed ten (10) individual documents, Subscriber shall also provide
electronic copies of such records to Mark43, in each case no fewer than ten (10) business days
prior to disclosure, provided that nothing herein shall constitute a waiver of any right of Mark43
under applicable law to, at its sole cost and expense, obtain additional time to review the records
prior to disclosure and/or seek a protective court order preventing the disclosure of the records.
Nothing herein is intended to relieve Subscriber from complying, at its own expense, with any
obligations to assert defenses to Public Records Request disclosures. If not legally or reasonably
possible for Subscriber to comply with the time frames set forth in this subsection (c), Subscriber
agrees to act as promptly as possible in all cases. Mark43 believes that disclosure of its
Confidential Information would cause substantial competitive harm to Mark43.
5.7 Information Collected Through SaaS Services. Subscriber is solely responsible for compliance
with applicable laws related to the manner in which Subscriber chooses to use the Services, including
Subscriber's transfer and processing of Subscriber Data. Subscriber understands and agrees that
when it uses certain features of the SaaS Services, certain information and data may be collected
from Authorized Users, including monitoring and recording activity, and tracking physical location,
which may include personal identifying information. Subscriber agrees that Mark43 may use such
information to (i) provide more effective Services, (ii) to develop and test its Services, (iii) to aggregate
such information and combine it with that of other Users, and (iv) to use anonymous aggregate data
to improve the Services or for marketing, research or other business purposes. Provision of Services
may involve the disclosure of such information to Vendors or Affiliates on the condition that they
agree to treat such information in a manner substantially in accordance with this Agreement.
Subscriber may revoke its consent to Mark43's collecting and using such data at any time by written
notice to Mark43; provided, however, that Subscriber agrees that such revocation of consent may
impair or render impossible the Subscriber's use of the SaaS Services.
5.8 CJIS Standards; Employee Background Checks.
(a) Subscriber understands and agrees that Mark43 utilizes third party vendors ("Hosting
Providers") to host the SaaS Services. As of the Effective Date of this Agreement, Mark43
utilizes Amazon Web Services (AWS) as its Hosting Provider for the SaaS Services. Subscriber
may request reasonable records from Mark43 from time to time to assess Mark43's adherence
to requirements of the applicable CJIS Security Policy promulgated by the FBI. For the avoidance
of doubt, Subscriber may need the consent of Hosting Provider to obtain any records or
information from Hosting Provider.
(b) Subscriber, or if Subscriber is located in the State of California, Mark43's CLETS host agency,
will have the opportunity to run background checks on Mark43 employees that will have direct
access to Subscriber Data in the production environment (such employees, the "Covered
Employees"), provided that Mark43 may assume that a Covered Employee has been cleared by
Subscriber if Mark43 does not receive an adverse response from Subscriber within thirty (30)
days of a submission of a background check request.
6. REPRESENTATIONS AND WARRANTIES.
6.1 Power and Authority. Each party represents and warrants that it has the full right, power and
authority to enter into this Agreement and to discharge its obligations hereunder and that the person
signing this Agreement on behalf of the party has the authority to bind that party. Subscriber
represents and warrants that it has obtained, and shall have, all necessary approvals, consents, and
authorizations necessary for procurement under this Agreement and that its obligations under this
Agreement do not, and shall not, exceed any budget authority limitations, during the Term of this
Agreement.
6.2 No Other Warranties. Use of the SaaS Services is not intended to be a substitute for the
professional judgment of dispatchers, law enforcement officers, or first responders. The SaaS
Services do not provide legal advice. Subscriber shall be responsible for all its own actions or failure
to act in connection with the SaaS Services. Mark43 cannot guarantee that every error in the SaaS
Services or problem raised by Subscriber will be resolved. THE SERVICES, THE THIRD PARTY
COMPONENTS, AND THE THIRD PARTY DATA ARE PROVIDED "AS IS." MARK43 ASSUMES
NO RESPONSIBILITY OR RISK FOR SUBSCRIBER'S USE OR MISUSE OF, OR FAILURE TO
USE, THE INFORMATION PROVIDED THROUGH THE SAAS SERVICES. DUE TO THE NATURE
OF SOFTWARE AND THE INTERNET, MARK43 CANNOT GUARANTEE THAT EVERY ERROR
IN THE SAAS SERVICES OR PROBLEM RAISED BY SUBSCRIBER WILL BE RESOLVED.
EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6 NEITHER PARTY MAKES ANY
WARRANTY IN CONNECTION WITH THE SERVICES, THE THIRD PARTY COMPONENTS, THE
THIRD PARTY DATA OR THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED
OR STATUTORY WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF TITLE,
MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ERROR -
FREE OR UNINTERRUPTED OPERATION OR THAT THE SERVICES, THIRD -PARTY
COMPONENTS AND THIRD -PARTY DATA ARE UP TO DATE, ACCURATE OR COMPLETE,
SECURE FROM LOSS OR DAMAGE, OR FREE OF HARMFUL COMPONENTS, AND ANY
WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. To the extent
that a party may not as a matter of Applicable Law disclaim any implied warranty, the scope and
duration of such warranty will be the minimum permitted under such law.
LIMITATION OF LIABILITY
7.1 Liability Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR ANY
OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING,
PERFORMANCE, OR USE, OR FAILURE OF THE SERVICES, THE THIRD PARTY
COMPONENTS OR THE THIRD PARTY DATA PROVIDED UNDER THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY,
ENVIRONMENTAL DAMAGE, LOSS OF PROFITS, REVENUES, ANTICIPATED SAVINGS,
CUSTOMERS, OPPORTUNITIES, DAMAGE TO PRIVACY, REPUTATION OR GOODWILL OR
UNAVAILABILITY OF THE SERVICES, REGARDLESS OF WHETHER THE PARTY LIABLE OR
ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF
THE POSSIBILITY THEREOF.
7.2 Limitation of Damages. MARK43'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE
CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR
OTHERWISE, WILL NOT EXCEED THE AGGREGATE AMOUNT OF THE TOTAL RECURRING
FEES PAID AND PAYABLE TO MARK43 BY SUBSCRIBER DURING THE TWELVE (12) MONTH
PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ARISES. MARK43 SHALL HAVE NO
LIABILITY ARISING OUT OF OR RELATING TO THE THIRD -PARTY COMPONENTS OR THE
THIRD -PARTY DATA.
7.3 Exceptions. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF
LIABILITY SET FORTH IN SECTION 7.1 AND SECTION 7.2 SHALL NOT APPLY TO DAMAGES
ARISING FROM EITHER PARTY'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT OR
EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
8. INDEMNIFICATION.
8.1 Indemnification by Mark43. Mark43 will defend, indemnify and hold harmless Subscriber and its
Authorized Users, and each of their officers, directors, elected officials, managers, employees,
contractors, and agents from any and all claims, liabilities, costs and expenses (including reasonable
attorney's fees and expert and consulting fees) in connection with (i) any third party claim arising
after the Effective Date that the use of the SaaS Services (excluding any open source software) in
accordance with this Agreement infringes or misappropriates the United States intellectual property
rights of third party or (ii) any third party claim alleging death, personal injury, property damage, or
any other damage to the extent arising out of the actions of Mark43's employees, agents, contractors
or subcontractors to provide Professional Services under this Agreement while any such employee,
agent, contractor or subcontractor is providing such Professional Services on Subscriber's premises
or traveling to or from Subscriber's premises; provided, however, that the foregoing obligations shall
be subject to Subscriber (a) promptly notifying Mark43 of the claim, (b) providing Mark43 with
reasonable cooperation in the defense of the claim when Subscriber becomes aware and (c)
providing Mark43 with sole control over the defense and negotiations for a settlement or compromise;
provided, however, that Mark43 shall not enter into any such settlement without Subscriber's prior
written consent, which consent will not be unreasonably withheld, and that Subscriber shall be
permitted to participate in the defense of any such claim, at its own expense, with counsel of its
choosing. Notwithstanding the foregoing, Mark43 shall have no obligation with respect to a third party
claim to the extent the third party claim arises from: (s) claims arising out of acts or omissions of
Subscriber or its users, employees or contractors; (t) claims brought by Subscriber or its Affiliates or
Authorized Users; (u) claims arising from the use of old versions software after receipt of modified or
updated versions of software; (v) claims arising from the use of Third Party Applications, Third Party
Components, or Third Party Data; (w) claims arising from any data, product specifications,
information or materials provided by Subscriber hereunder, when used in connection with the SaaS
Services, or any customization or configuration made to the SaaS Service proposed by or provided
by Subscriber; (x) use of the SaaS Services in combination with modules, apparatus, hardware,
software, or services not authorized by Mark43 or specified in the Documentation for use with the
SaaS Services; (y) use of the SaaS Services in a manner that is not in accordance with this
Agreement or the Documentation; (z) the alteration or modification of the SaaS Services by a party
other than Mark43, unless such alterations and modifications were authorized by Mark43 or specified
in the Documentation for use with the SaaS Services.
8.2 Indemnification by Subscriber. Except where prohibited by law, Subscriber will defend, indemnify
and hold harmless Mark43 and its Affiliates, and each of their officers, directors, managers,
shareholders, members and employees from any and all claims, liabilities, costs and expenses
(including reasonable attorney's fees and expert and consulting fees) in connection with (1) any third
party claim arising from or relating to (i) any allegation that any data, product specifications,
information or materials provided by Subscriber hereunder, including, without limitation, the
Subscriber Data and Third Party Applications, when used in connection with the SaaS Services or
any customization or configuration made to the SaaS Service proposed by or provided by Subscriber:
(a) infringes or misappropriates any Intellectual Property Rights of a third party, or (b) violates any
Applicable Laws; (ii) the actual or alleged violation of Applicable Law by Subscriber, any Authorized
User, or any Affiliate, employee, agent or independent contractor of Subscriber; or (iii) Subscriber's
breach of this Agreement; provided, however, that the foregoing obligations shall be subject to
Mark43 (x) promptly notifying Subscriber of the claim, (y) providing Subscriber with reasonable
cooperation in the defense of the claim and (z) providing Subscriber with sole control over the
defense and negotiations for a settlement or compromise; provided, however, that Subscriber shall
not enter into any such settlement without Mark43's prior written consent, which consent will not be
unreasonably withheld, and that Mark43 shall be permitted to participate in the defense of any such
claim, at its own expense, with counsel of its choosing; (II) disabling a connection to a Third Party
Application at Subscriber's request; (III) Subscriber's actions or failure to act, resulting in any third -
party claim for personal injury or death, damage to personal property or reputation, environmental
damage, interference with contract or employment, or violation of privacy; (IV) any FOIA request,
request to Subscriber or request where Subscriber is the subject of such request, in each case
pursuant to a judicial or governmental order or other similar process, including but not limited to a
subpoena or discovery request, seeking the disclosure of any Subscriber Data or other information
collected or maintained by Mark43 in connection with the SaaS Services. For the avoidance of doubt,
and without limiting the foregoing, Subscriber hereby acknowledges that Mark43 shall have no
implicit or explicit obligation to challenge, oppose or defend against any request described in Clause
(IV) of this subsection unless and until Subscriber reaffirms that it will honor its indemnification
obligations as provided herein.
9. MISCELLANEOUS.
9.1 Notices. Unless otherwise specified herein, all notices and other communications between the
parties required or permitted by this Agreement or by Applicable Law, will be deemed properly given,
if given by (i) personal service, (ii) registered or certified mail, postage prepaid, return receipt
requested, or (iii) nationally recognized private courier service, to the respective addresses of the
parties set forth below or such other addresses as the respective parties may designate by like notice
from time to time. Notices so given will be effective upon (a) receipt by the party to which notice is
given; or (b) on the fifth (5th) business day following mailing, whichever occurs first:
If to Mark43: If to Subscriber:
Mark43, Inc.
250 Hudson Street
3'd Floor
New York, NY 10013
Attn: David Jochim
Email: dave@mark43.com
Tustin Police Department
300 Centennial Way
Tustin, CA 92780
Attn: Chief Stu Greenberg
Email: sgreenberg@tustinca.org
Copy to:
Copy to:
Mark43, Inc.
Tustin City Attorney
250 Hudson Street
c/o Woodruff, Spradlin & Smart
3rd Floor
555 Anton Blvd., Suite 1200
New York, NY 10013
Costa Mesa, CA 92627
Attn: General Counsel
Email: DKendig@wss-law.com
Email: contractnotices@mark43.com
9.2 Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under
this Agreement without the prior, written consent of the other party provided, however, that a party
may, without the consent of the other party, assign or otherwise transfer this Agreement to any of its
Affiliates or to an entity with or into which it is merged or consolidated or to which it sells its stock or
other equity interests or all or substantially all of its assets. Any assignment or other transfer in
violation of this section will be null and void. Subject to the foregoing, this Agreement will be binding
upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
9.3 Governing Law. This Agreement will be governed by the internal laws of the state in which
Subscriber is geographically located, and any disputes between the parties may be resolved in a
state or federal court of competent jurisdiction within such state. EACH PARTY HEREBY WAIVES
ANY RIGHT TO A JURY TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY
WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.
9.4 Dispute Resolution. Prior to the initiation of any legal proceeding other than one for equitable relief
as described in subsection (d) below, the parties shall first attempt to resolve their dispute informally,
as follows:
(a) Within five (5) business days following the written request of a party, designated individual(s) from
Mark43 and Subscriber shall meet to resolve such dispute.
(b) The representatives referred to in paragraph (a) shall meet as often as the parties reasonably
deem necessary in order to gather and furnish to the other all information with respect to the
matter at issue that the parties believe to be appropriate and germane in connection with its
resolution. The representatives shall discuss the problem and negotiate in good faith in an effort
to resolve the dispute without the necessity of formal legal proceedings. The specified format for
the discussions will be left to the discretion of the designated representatives, but may include
the preparation of agreed upon statements of fact or written statements of position.
(c) If the representatives referred to in paragraph (a) above are unable to resolve the dispute within
thirty (30) business days after the dispute is escalated to them, then either party may escalate the
dispute to the Chief Operating Officer of Mark43 and the Chief or Sheriff or comparable Subscriber
official, for their review and resolution.
(d) The provisions of this Section 9.4 shall not be construed to prevent a party from instituting, and a
party is authorized to institute, judicial or other proceedings either to (i) seek injunctive relief or (ii)
avoid the expiration of any applicable legal or contractual limitations period.
9.5 Force Majeure. Except with respect to failure to pay any amount due under this Agreement,
nonperformance of either party will be excused to the extent that performance is rendered impossible
by strike, fire, flood, governmental acts that are not caused by or within the control of the
nonperforming party, orders or restrictions, failure of suppliers, or any other reason where failure to
perform is beyond the control and not caused by the negligence of the non-performing party.
9.6 No Waiver. The failure of either party to enforce at any time for any period any provision hereof will
not be construed to be a waiver of such provision or of the right of such party thereafter to enforce
each such provision, nor shall any single or partial exercise of any right or remedy hereunder preclude
any other or further exercise thereof or the exercise of any other right or remedy. No waiver of any
rights is to be charged against any party unless such waiver is in writing signed by an authorized
representative of the party so charged.
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9.7 Amendment. No modification, change or amendment to this Agreement shall be effective unless in
writing signed by Subscriber and Mark43. No term included in any invoice, estimate, confirmation,
acceptance, purchase order or any other similar document in connection with this Agreement will be
effective unless expressly stated otherwise in a separate writing signed by Subscriber and Mark43.
9.8 Relationship of the Parties. The relationship of the parties established by this Agreement is that of
independent contractors and nothing contained herein will be construed to (a) give any party any
right or authority to create or assume any obligation of any kind on behalf of any other party or
(b) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint
or common undertaking.
9.9 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any
jurisdiction will, to the extent the economic benefits conferred thereby to the parties remain
substantially unimpaired, be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions or affecting the validity or
enforceability of any of such terms or provisions in any other jurisdiction.
9.10 Headings. The titles and headings contained in this Agreement are for reference purposes only and
shall not in any manner limit the construction or interpretation of this Agreement.
9.11 Counterparts. This Agreement may be executed, including by electronic signature, in two or more
counterparts, each of which shall be an original and all such counterparts together shall constitute
one and the same instrument. Electronically executed or electronically transmitted (including via
facsimile transmission) signatures have the full force and effect of original signatures.
9.12 Cumulative Remedies. All remedies for breach of this Agreement are cumulative, and may be
exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an
election of such remedy to the exclusion of other remedies.
9.13 Export Compliance. In connection with this Agreement, each party will comply with all applicable
import, re -import, export, and re-export control laws and regulations, including the Export
Administration Regulations, the International Traffic in Arms Regulations, and country -specific
economic sanctions programs implemented by the Office of Foreign Assets Control.
9.14 Compliance with Laws. Each party shall comply with all Applicable Laws relating or pertaining to
the use of the Services. Subscriber shall ensure that its use of all Subscriber Data complies with all
Applicable Laws relating to the privacy of third parties or the protection of their personal data
promulgated by any governmental, municipal, or legal authority having jurisdiction over Subscriber
or the End User Data covered by this Agreement. "Applicable Laws" means all applicable provisions
of all (x) constitutions, treaties, statutes, laws (including the common law), rules, directives,
regulations, ordinances, codes or orders of any governmental authority and (y) orders, decisions,
injunctions, judgments, awards and decrees and consents of or agreements with any such entity.
Each party shall comply with local anti -bribery laws as well as the U.S. Foreign Corrupt Practices
Act, as well as any other applicable laws and regulations. In connection with its performance under
the Agreement, neither party shall directly or indirectly: (A) offer, pay, promise to pay, or authorize
the payment of any money, gift or other thing of value to any person who is an official, agent,
employee, or representative of any government or instrumentality thereof or to any candidate for
political or political party office, or to any other person while knowing or having reason to believe that
all or any portion of such money, gift or thing of value will be offered, given, or promised, directly or
indirectly, to any such official, agent, employee, or representative of any government or political party,
political party official or candidate; (B) offer, promise or give any person working for, or engaged by,
the other party a financial or other advantage to (i) induce that person to perform improperly a relevant
function or activity; or (ii) reward that person for improper performance of a relevant function or
activity; or (C) request, agree to receive or accept any financial or other advantage as an inducement
or a reward for improper performance of a relevant function or activity in connection with this
Agreement. Each party represents and warrants that it shall be responsible for compliance with this
provision by all third parties engaged by it to perform services related to this Agreement and shall
require that such third parties agree to comply with all legal requirements required of such party under
this Agreement.
9.15 Certain Waivers Unenforceable. Mark43 acknowledges that Subscriber may ask Mark43
employees or contractors to sign a document that waives liability for property damage, injury, or death
that occurs on Subscriber's real property or property (such as vehicles) that is owned or controlled
by Subscriber, or in the course of performing a ride -along or comparable activity with Subscriber's
personnel. Subscriber agrees that any waiver signed by a Mark43 employee or contractor is null,
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void, and unenforceable against Mark43 and its employees and contractors provided that no such
ride-alongs or comparable activities are required for successful performance of the Services. As of
the Effective Date, Mark43 does not anticipate that any ride-alongs will be required for successful
performance of the Services.
9.16 Entire Agreement. This Agreement supersedes all previous understandings, agreements and
representations between the parties, written or oral and constitutes the entire agreement and
understanding between the parties with respect to the subject matter thereof and incorporates all
representations, warranties, covenants, commitments and understandings on which they have relied
in entering into this Agreement, and, except as provided for herein, neither party makes any covenant
or other commitment concerning its future action nor does either party make any promises,
representations, conditions, provisions or terms related thereto.
9.17 Supporting Documents.
The following documents are, by this reference, expressly incorporated into this Agreement and are
collectively referred to herein as the "Supporting Documents:"
• Schedule A: Services Schedule
• Schedule B: Transition Assistance
• Schedule C: Technical Requirements
• Schedule D: Additional Terms
• Schedule E: Data Processing Addendum
This Agreement and the Supporting Documents shall be construed to be mutually complementary
and supplementary whenever possible. In the event of a conflict that cannot be resolved, the
provisions of this Agreement itself shall control over any conflicting provisions in any of the Supporting
Documents.
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized
representatives.
MARK43, INC.
By:
Name:
CITY OF TUSTIN
By:
Title: Title:
Date:
Date:
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SCHMULE A
Services Schedule
1. Services. The Services covered by this Agreement consists of the following:
a. Professional Services: Professional Services are detailed in the Statement of Work.
b. SaaS Services:
i. The Applications to be provided are described as follows:
A. ANALYTICS (ANA) SKUs
ANA 1: ANALYTICS BI SUITE VIEWER
Customers can access Mark43's Analytics BI Suite by purchasing Viewer (ANA 1) or Explorer
(ANA 2) accounts. Mark43's Analytics BI Suite includes the following capabilities:
• Interactive dashboards that update visualizations based on filters and legends.
• Drill into data points on visualizations for additional details and analysis.
• Mark43 RMS clients will be able to link from the interactive dashboards directly to Mark43
RMS reports and cases.
• Segment (Pivot) and Filter by any available data explorer field to narrow down queries.
• Visualize lat/long coordinates with pin and heat mapping functionality.
• Visualize data with tables, column graphs, bar graphs, scatter plots, line graph, area
graph, pie chart, single value, funnel, timeline and donut graphics.
• Save dashboards for future access.
• Share dashboards with other Analytics Viewer and Explorer users at the department.
• Export data into a variety of formats (Text, Excel, CSV, JSON, HTML, Markdown and
PNG).
• Data from RMS/CAD modules is available in near -real-time
• Analytics Viewer licenses provide licensees the ability to view and export business
intelligence (BI) dashboards that are either (a) provided in Mark43's default BI suite or (b)
created and shared by an Analytics Explorer of Subscriber. The number of user licenses
for Analytics Viewers will be specified below.
ANA 1 SPECIFICATIONS/FEATURES:
• View/export business intelligence dashboards provided by Mark43
• View/export business intelligence dashboards created and shared by a Subscriber
Analytics Explorer user.
ANA 2: ANALYTICS BI SUITE EXPLORER
Customers can access Mark43's Analytics BI Suite by purchasing Viewer (ANA 1) or Explorer
(ANA 2) accounts. Mark43's Analytics BI Suite includes the following capabilities:
• Interactive dashboards that update visualizations based on filters and legends.
• Drill into data points on visualizations for additional details and analysis.
• Mark43 RMS clients will be able to link from the interactive dashboards directly to Mark43
RMS reports and cases.
• Segment (Pivot) and Filter by any available data explorer field to narrow down queries.
• Visualize lat/long coordinates with pin and heat mapping functionality.
• Visualize data with tables, column graphs, bar graphs, scatter plots, line graph, area
graph, pie chart, single value, funnel, timeline and donut graphics.
• Save dashboards for future access.
• Share dashboards with other Analytics Viewer and Explorer users at the department.
• Export data into a variety of formats (Text, Excel, CSV, JSON, HTML, Markdown and
PNG).
• Data from RMS/CAD modules is available in near -real-time
• Analytics Explorer licenses provide licensees the ability to perform all the actions of a
Analytics View user plus the ability to create, modify and delete business intelligence
dashboards. Analytics Explorer users can share their business intelligence dashboards
with all of the Analytics Viewer and Analytics Explorer users of Subscriber. Analytics
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Explorer users can explore the data from any Data Explorer based Dashboard. The
number of user licenses for Analytics Explorer Users will be specified below.
ANA 2 SPECIFICATIONS/FEATURES:
• Analytics Explorer users can perform all the actions of an Analytics View user
plus the ability to create, modify and delete business intelligence dashboards.
• Analytics Explorer users can share their business intelligence dashboards with all
of the Analytics Viewer and Analytics Explorer users of Subscriber.
• Analytics Explorer users can explore the data from any Data Explorer based
Dashboard.
Subscriber understands and agrees that third party service providers may impose additional
license, warranty and other terms on Subscriber. Subscriber agrees to enter into additional
agreements as reasonably required by such third parties and Mark43, including, without limitation,
a different warranty/SLA addressing uptime and maintenance.
B. COMPUTER AIDED DISPATCH (CAD) SKUs
CAD 1: CAD DISPATCH
Core incident and resource management system for dispatch, which enables comprehensive 911
call handling and incident/event management for multiple agencies via point and click, as well as
configurable command line.
CAD 1 PRODUCT SPECIFICATIONS/FEATURES:
• Call Taking
• Event History & Search
• Scheduled Events
• Related Persons
• Related Vehicles
• Situational Awareness
• Unit History & Search
• Temporary Units
• Dispatch Areas
• Resource Management
• Messaging
• Agency Assistance
• Service Rotation
• AVL with GPS Pinger
• AVL Replay
• Mapping with shapefile management
• Radius -based Premise Cautions
• Held Events and Pre-Empting
• Call Copying
• Location Notes
• Rolodex
• Command Line
CAD 2: FIRST RESPONDER VIEW - LE
Core incident and resource management system built specifically for Law Enforcement First
Responders to use on MDT/MDCs. 64-bit computers in the cars is required for the installed
application. Functionality of this module requires CAD 1: CAD Dispatch.
CAD 2 PRODUCT SPECIFICATIONS/FEATURES:
• Self -initiation
• Event History & Search
• Related Persons
• Related Vehicles
• Situational Awareness
• Unit History & Search
• Messaging
15
C
I
• AVL with GPS Pinger
• Mapping
• Radius -based Premise Cautions
• Held Events and Pre-Empting
• Location Notes
• Rolodex and Ready Reference
DATA EXCHANGE (DEX) SKUs
DEX 1: CAD DATA EXCHANGE
CAD Data Exchange provides dispatch and first responders the ability to run inquiries to supported
databases (e.g. NCIC) through an in -app interface and command line for dispatchers, or in -app
interface for first responders. Includes subcontractor message switch software licenses as part of
the cost. Functionality of this module requires CAD 1: CAD Dispatch for PSAPs and CAD 2: First
Responder View for First Responders.
DEX 1 PRODUCT SPECIFICATIONS/FEATURES:
• First Responder
• Structured Forms for Inquiries (for vehicles, persons, articles, firearms, and
boats)
• Results and Notifications
• Event/Unit Association
• PSAP
• Structured Forms for Inquiries (for vehicles, persons, articles, firearms, and
boats)
• Configurable Command Line support for Inquiries (for vehicles, persons, articles,
firearms, and boats)
• Device and Permissions Management
• Results Routing
• Data Exchange Activity Tab
• Results and Notifications
• Configurable Shortcut Keys
• Configurable Sound Preferences
If agreed by the Parties, Mark43 or a partner/subcontractor will connect the Mark43 Public Safety
Platform to Federal, state and local criminal justice data sources. Mark43 utilizes a third party
middleware component in the Mark43 Public Safety Platform and uses a third party to perform
services to setup and maintain these connections and provides support during training,
configuration and implementation phases of the project. The Parties agree to evaluate the
requirements together and agree on a time frame for completion. Subscriber is responsible for
determining which of these downstream data feeds will continue to receive information at cutover.
Subscriber, with the consent of Mark43, is also responsible for determining the policies and
procedures surrounding interfaces between Mark43 Applications and third -party databases.
Subscriber understands and agrees that third party service providers and Mark43 may impose
additional license, warranty and other terms on Subscriber. Subscriber agrees to enter into
additional agreements as reasonably required by such third parties and Mark43, including, without
limitation, a different warranty/SLA addressing uptime and maintenance of the Data Exchange
Services.
DATA LAKE (DLK) SKUs
DLK 1: DATA LAKE - BASE
Provision and support for Data Lake to be used for data backups and Mark43-developed
integrations.
DLK 1 PRODUCT SPECIFICATIONS/FEATURES:
• Shared Read -Only Data Lake access
• 2 SQL user/svc accounts
• 2 active connections
16
Subscriber understands and agrees that third party service providers may impose additional
license, warranty and other terms on Subscriber. Subscriber agrees to enter into additional
agreements as reasonably required by such third parties and Mark43, including, without limitation,
a different warranty/SLA addressing uptime and maintenance.
E. RECORDS MANAGEMENT SYSTEM (RMS) SKUs
RMS 1: RMS CORE
Mark43 Core Platform supports advanced functionality around report writing; data sharing;
locations, persons, and entity management; and field-based reporting. RMS Core includes Mark43
Records Compliance functionality, which enables records personnel to efficiently generate
compliance -related information required by governing LE authorities. The Records Compliance
module seamlessly generates the Federal NIBRS and SRS validations for officers, enabling
workflows that ensure low error rates for submission, keep track of submissions, and generate the
submission file from the data within the RMS).
RMS 1 PRODUCT SPECIFICATIONS/FEATURES:
• Arrest Reporting
• Case Management
• Case Supplemental Reporting
• Configurable Fields, Codes, and Validation Rules
• Field -Based Reporting
• Field Interviews / Racial profiling reporting
• File Attachments and Multimedia
• Gang Tracking
• Incident Reporting
• Location Verification / Resolution
• Master Entities / Name Index (Locations, Persons, Property, Organizations, and
Vehicles)
• Missing Persons Reporting
• Multi -Agency Data Sharing
• Notifications and Agency -wide BOLO/Alerts
• PDF and CSV Exports
• Quick Search / Advanced Search
• Records Privacy (Sealing, Purging, and Expunging)
• Shapefile Management
• System Auditing
• Use of Force Reporting
• Tow / Impound Vehicle Reporting
• User Management
• Compliance code mapping for automated data capture
• View and create queue of reports needing records review
• Data validation during report submission to ensure compliant reporting
• Configurable fields and validation rules
• Ability for administrators to override automated SRS or NIBRS coding
• Automatically generate monthly SRS and NIBRS submissions
• NIBRS workspace features:
• View history of previous NIBRS submissions and re -download previous
submissions
• Submission summary statistics to understand number of reports, number or
reports with errors, and current error rates
• Interactive dashboard allowing users to directly access reports that contain
submission errors and require updates
• Customized error message for improved usability and step-by-step instructions
for resolving errors
• Single Sign On (SSO) login support: Enables single sign on using SAML 2.0 from
a single agency -provided identity provider. Includes authentication using an
agency -provided identity provider, given creation of accounts in Mark43.
RMS 2: RMS CASE MANAGEMENT MODULE
17
The Mark43 Case Management module that enables detectives to seamlessly use the RMS to
manage their cases. Incidents that require further investigation or follow-up may be referred to an
investigator before they are closed or submitted to the prosecutor for a charging decision.
Depending on the department's size and policies, the assignment may be made to a patrol officer,
generally the officer who responded to the original incident, or the department's investigative unit.
Functionality of this module requires RMS 1: RMS Core.
RMS 2 PRODUCT SPECIFICATIONS/FEATURES:
• View and create case assignment and routing queues
• Assign lead investigator, supervisors, and assigned unit
• Configurable case due dates and reminders
• Create and assign tasks and set due dates
• Create case notes for internal activity tracking
• View and download case associated files and multimedia
• Export case information to PDF
• Search and sort cases by a number of criteria, including date, assignee,
investigative unit, status, and more
• Configurable case type templates
• Configurable role -based Case Management permissions and abilities
• Robust audit logs and activity tracking
• View case history from initial assignment through final disposition
• Separate statuses for compliance reporting (UCR/NIBRS) and internal case
status tracking
• Seamless integration between Case Management and RMS reporting and
master entity profiles modules
• Availability of Case Management data in Analytics BI Suite for robust reporting
capabilities
• Case review and approval workflows
• Automated triggered notifications and alerts
• Link related cases to one another
RMS 3: RMS PROPERTY AND EVIDENCE MANAGEMENT MODULE
Mark43 Property and Evidence Management Module and accompanying mobile application that
supports the intake, management, auditing, and dispositioning of in -custody property and evidence.
Includes: barcode and label generation; tracking chain -of -custody; configuration of storage
locations; configuration of chain -of -custody workflows; configuration of retention policies; ability to
integrate with signature pads. Functionality of this module requires RMS 1: RMS Core.
RMS 3 PRODUCT SPECIFICATIONS/FEATURES:
• Seamless integration and data transfer between Property and Evidence
Management Module with RMS reporting and master entity profiles
• Robust property and vehicle data collection including NIBRS and UCR mapped
fields
• Cross-reference existing property and vehicles during data collection
• Item thermal label printing and barcode scanning for property and storage
locations
• Chain -of -custody tracking and workflows
• Bulk evidence movement and processing
• Mobile evidence application for barcoding scanning, chain -of -custody updates,
inventory/auditing, and more (Android supported)
• Signature pad hardware integration, as well as electronic signature capture
through mobile evidence application
• Audit and inventory tools and reporting across storage locations and responsible
personnel
• Configurable retention policies based on linked offense codes and reason for
police custody of property
• Automated disposition requests upon retention policy expiration and release
timers
• Automated triggered notifications and alerts
• Configurable notification routing for disposition requests and approvals
18
• Split items while maintaining integrity of chain -of -custody
• Property staff remarks
• Search and sort evidence across a variety of criteria
• Configurable storage location schema with up to ten layers of sub -locations
• Configurable role -based evidence permissions and abilities
• Support for unlimited property file and multimedia attachments
• Configurable evidence label export format
• CSV and PDF template exports available including receipts and pull -sheets
RMS 5: RMS HANDHELD MOBILE COLLECTION
RMS module that enables warrant administrators to actively log and track warrants within the
Mark43 RMS. Functionality of this module requires RMS 1: RMS Core.
RMS 5 PRODUCT SPECIFICATIONS/FEATURES:
• Touch ID and Face ID login
• Capture and view photos
• Create notes using speech -to -text
• Scan driver's licenses (select State support)
• Set current location on map using phone GPS
• Search and view integrated master entity profiles (Persons, Property,
Organizations, and Vehicles)
• Search and view RMS reports
• Archive capability
• Seamless sync of data between mobile and web RMS applications
• Create and pre -fill RMS report using mobile collection data
2. Initial Term. The Initial Term is the ten (10) year period, commencing on the Effective Date.
3. Renewal Terms. Any Renewal Terms shall be for a period one (1) year.
4. Fees: For the Initial Term, the following Fees will apply:
Recurring Fees:
Mark43 Product Subscription Recurring Fees
ANA 1: Analytics BI Suite Viewer
Qty (if applicable)
3 licenses
Annual List Price
$360
Price to Subscriber
$324
ANA 2: Analytics BI Suite Explorer
3 licenses
$1,440
$1,296
CAD 1: Dispatcher
14 seats
$14,616
$71,879
CAD 2: First Responder View - LE
Up to 105
first responders
$63,000
$0
DEX 1: CAD Data Exchange
n/a
n/a
$0
DLK 1: Data Lake - Basic
1
$10,000
$7,650
RMS 1: RMS Core
Up to 105
sworn
$126,000
($1200/sworn)
$71,879
RMS 2: RMS Case Management
Up to 105
sworn
$50,400
($480/sworn)
$0
RMS 3: RMS Property and Evidence
Management
Up to 105
sworn
$50,400
($480/sworn)
$0
RMS 5: Mobile Field Collection
Up to 105
sworn
$50,400
($480/sworn)
$0
19
Support & Maintenance Interfaces (Years
2-10) 1 9 $14,000 $0
PAR 3: Third Party Middleware Connector
(via ConnectClC) (Years 2-10) Up to 115 licenses $17,136 $6,571
*For the avoidance of doubt, this is the recurring fee that will serve as the baseline for the recurring fees to be
charged during any Renewal Term. Additional increases may be applied at any time during the Initial Term if
required quantities increase.
One -Time Fees:
Mark43 Professional Services — One -Time Fees
Qty (if applicable)
List Price
Price to Subscriber
IMP 2: Implementation Level 2
1
$150,000
$0
Interface Development
N/A
$275,000
$120,000
ANI/ALI (Vesta/911)
COPLINK
Crossroads (Traffic Collision & Citation Data)
LexisNexis Accurint Virtual Crime Center (AVCC)
LiNX
LiveScan (MorphoTrust)
PM AM Alarm Monitoring
Vigilant LPR (LEARN Product)
WatchGuard (Motorola) - two-way interface
$425000
80$120,000
• .. Professional Services
Partner Qty (if applicable) List Price Price to Subscriber
PAR 3: Third Party Middleware Connector (via ConnectClC)
Up to 115 licenses $2,304 $2,304
Total One -Time Fees 0, $122,304
Mark43 will notify Subscriber of any changes to the fees for any Renewal Term at least forty-five (45) days prior to the
start of the Renewal Term. Recurring fees will increase by 3% for the first Renewal Term.
20
5. Payment Schedule. Subscriber will pay the Fees on the following schedule:
a. Initial Term: Fees will be paid on the following schedule:
Year Details of Payments and Due Dates Amount Due
1
Total Year 1 Payment due according to the following schedule:
$574,804
- Effective Date
$489,191
- Project Kickoff and Technical Scoping
$30,576
- Tenant Provisioning Complete
$30,576
- Cutover/Go Live Complete
$24,461
2
Total Year 2 Payment due at first anniversary of Effective Date.
$126,325
3
Total Year 3 Payment due at second anniversary of Effective Date.
$126,325
4
Total Year 4 Payment due at third anniversary of Effective Date.
$126,325
5
Total Year 5 Payment due at fourth anniversary of Effective Date.
$126,325
6
Total Year 6 Payment due at fifth anniversary of Effective Date.
$126,325
7
Total Year 7 Payment due at sixth anniversary of Effective Date.
$126,325
8
Total Year 8 Payment due at seventh anniversary of Effective Date.
$126,325
9
Total Year 9 Payment due at eighth anniversary of Effective Date.
$126,325
10
Total Year 10 Payment due at ninth anniversary of Effective Date.
$126,325
10 YEAR TOTAL
$1,711,729
b. Renewal Term: Fees for any Renewal Term will be paid in full in advance on the first day of the Renewal
Term.
6. Support Services. As part of the SaaS Services, subject to Section 2.4, Mark43 shall establish, sufficiently staff
and maintain the organization and processes necessary to provide telephone and/or email based technical
support, troubleshooting, error identification, isolation and remediation, and other assistance directly to
Subscriber and its Authorized Users to support Subscriber's use, deployment and validation of the SaaS
Services on a 24x7 basis, and after normal business hours and on holidays, as necessary to support Mark43's
obligations under this Agreement. The contact information for Mark43's technical support organization is
Support@mark43.com and Mark43 will notify Subscriber in writing of any changes no less than 5 days in
advance. Mark43 shall provide Subscriber with online access to its knowledge database and any other resource
containing information that will aid in problem and error resolution and correction, as well as any other technical
resources made electronically available to any of Mark43's other customers. The Mark43 account manager or
primary point of contact for Subscriber with respect to this Agreement will be Matt Neal or such other individual
as Mark43 appoints in his or her stead upon notice to Subscriber.
21
7. Service Levels. Mark43 shall provide the Applications in accordance with the following services levels.
a. Service Levels for the Records Management System and Evidence Management Applications
(hereinafter, "RMS").
RMS Availability. During any calendar month of a Regular Usage Period, the RMS shall be available to
users no less than 99.9% of the time on a 24x7 basis, excluding scheduled maintenance of the RMS
("RMS Scheduled Downtime"); provided, however, that Mark43 is not responsible for any downtime of
the RMS caused by Third Party Data services (e.g. Department of Motor Vehicles license plate
database), or Third Party Components, and such Third Party downtime will not count against the
service levels promised herein; provided, further, that Mark43 shall be responsible for any downtime of
RMS caused by Integrated Third Party Software (as defined below) solely to the extent specified in
Section 7(c) below ("Service Levels for Integrated Third Party Software"). Mark43 shall provide
Subscriber with prompt notification as soon as it becomes aware of any actual or potential unscheduled
downtime (defined below) of the RMS, as well as continual periodic updates during the unscheduled
downtime regarding Mark43's progress in remedying the unavailability and the estimated time at which
the RMS shall be available.
ii. RMS Service Credits. In the event that Mark43 fails to make the RMS available at least 99.9% of the
time in any given month during the Regular Usage Period due to RMS Unavailability (as defined below),
Mark43 will credit the Subscriber's account for the unavailable RMS as follows:
RMS Availability (Monthly)
Credit
Percentage
Above 99.9%
0%
99.8-99.0%
10%
98.9-98.0%
20%
Below 97.9%
30%
"RMS Unavailability" is defined as the percentage of minutes per month in which the RMS is completely
and generally unavailable for Subscriber's use (but not the use of any one Authorized User), provided
that RMS Unavailability does not include any unavailability attributable to: (a) RMS Scheduled
Downtime for maintenance (whether by Mark43, by a vendor, or by Subscriber); (b) acts or omissions of
Subscriber or any Subscriber user of the RMS; (c) server downtime related to connectivity issues
resulting from Third Party -managed VPN access to hosted server or Subscriber internal network
problems; (d) defects or bugs in the Applications or Software caused by Subscriber, any Authorized
User, or any Affiliate, employee, agent or independent contractor of Subscriber; or (e) any other
cause(s) beyond Mark43's reasonable control, including but not limited to those caused by Third Party
Data services (e.g. Department of Motor Vehicles license plate database), Third Party Components,
overall internet congestion or a force majeure. Subscriber will be responsible for immediately notifying
Mark43 of all Third Party -managed VPN access and internal or external (e.g. internet service provider)
network problems that arise.
"Credit Percentage" means the applicable percentage of the portion of the Fees attributable to Services
in the calendar month in which the RMS Unavailability occurs. For example, if Subscriber has paid
Mark43 $1,000 for one year of a Regular Usage Period, and the RMS Availability falls to 99.5% during
any calendar month in that year, then Mark43 will owe Subscriber a 10% credit on that month's portion
of the Fee, or: $1,000/12 = $83.33 per month, and 10% of $83.33 = $8.33. In this example, Mark43
would owe Subscriber $8.33 in credit for the month in which RMS Availability fell to 99.5°/x.
In order to receive this credit, Subscriber must notify Mark43 in writing within fifteen (15) days following
the end of the month the RMS Unavailability occurred. All claims are subject to review and verification
by Mark43 prior to any credits being granted. Mark43 will acknowledge credit requests within fifteen (15)
business days of receipt and will inform Subscriber whether such claim request is approved or denied.
The issuance of RMS Service Credit by Mark43 hereunder is Subscriber's sole and exclusive remedy
for any failure by Mark43 to satisfy the service levels set forth in this Section 7(a).
b. Service Levels for the Computer Aided Dispatch Application (CAD).
i. CAD Availability. During any calendar month of a Regular Usage Period, CAD shall be available to
Subscriber no less than 99.95% of the time on a 24x7 basis, excluding scheduled maintenance of CAD
("CAD Scheduled Downtime"); provided, however, that Mark43 shall not be responsible for downtime of
CAD under this section caused by Third Party Data services (e.g. Department of Motor Vehicles license
plate database), or Third Party Components, and such Third Party downtime will not count against the
22
service levels promised herein. Any CAD Scheduled Downtime shall be scheduled on minimal traffic
days whenever possible. The parties agree that the total amount of CAD Scheduled Downtime shall not
exceed 60 minutes during any 30 -day period. Mark43 shall provide Subscriber with immediate telephone
notification to the point of contact set forth in the Agreement as soon as it becomes aware of any actual
or potential unavailability of CAD other than CAD Scheduled Downtime ("CAD Unscheduled
Downtime"), as well as continual periodic updates during the CAD Unscheduled Downtime regarding
Mark43's progress in remedying the unavailability and the estimated time at which the CAD shall be
available.
Error Response and Resolution. When reporting a failure of the CAD to Mark43 (a "CAD Error"),
Subscriber shall identify the CAD Error as a Severity Level 1, 2, or 3 (each defined below) based on
Subscriber's initial evaluation. If Mark43 becomes aware of a Severity Level 1 or 2 CAD Error, Mark43
shall promptly, but in no event to exceed the Initial Response timeframe in the chart set forth below, notify
Subscriber, and such notice shall identify the CAD Error as a Severity Level 1 or 2 CAD Error based on
Mark43's initial evaluation. Mark43 and Subscriber shall cooperate in good faith to jointly determine
whether a CAD Error is a Severity Level 1, 2, or 3 CAD Error; provided, however, that in the event that
Mark43 and Subscriber cannot come to such joint determination despite such good faith cooperation,
Mark43's determination shall control. Subscriber may report to Mark43 any Severity Level 1 or 2 CAD
Error 24 hours per day, 7 days per week, and any Severity Level 3 CAD Error during Mark43's normal
business hours. Upon notification by Subscriber of a CAD Error, Mark43 shall commence and diligently
pursue correction of such CAD Error, at all times employing at least the level of effort ("Level of Effort")
designated in the chart set forth below and in all instances providing an Initial Response, temporary
resolution or fix (a "Work Around") and a permanent fix ( a "Permanent Correction") to Subscriber within
the timeframes in the chart set forth below, as measured from the earlier of the time that Subscriber
notifies Mark43 or Mark43 first becomes aware of a CAD Error. Mark43 shall provide Subscriber with
updates to the status of Mark43's efforts (the "Status Updates") by telephone, email or such other means
as may be reasonably designated by Subscriber from time to time, no less frequently than the timeframes
identified in the chart set forth below. For the avoidance of doubt, a CAD Error does not include, and
Mark43 will not be responsible for, any feature or functionality of the CAD that is not set forth in Section
1(b)(i)(2) of this Schedule A or in a project plan created for Subscriber by Mark43.
1. "Severity Level 1 CAD Error" means any CAD Error that, for fifty percent (50%) or more of
Subscriber's dispatchers, renders the CAD or any material portion thereof inoperative, or materially
impairs use of the CAD in a production environment. Examples of Severity Level 1 CAD Errors
include, without limitation, situations in which the CAD are inoperable and causing dispatchers to
experience a total loss of service, continuous or frequent instabilities, a loss of connectivity or inability
to communicate as intended, or there is an inability to process transactions, the creation of a hazard
or emergency, or the inability to use a primary feature or function of the CAD.
2. "Severity Level 2 CAD Error" means any CAD Error that, for fifty percent (50%) or more of
Subscriber's dispatchers, substantially impairs use of one or more features or functions of the CAD,
which constitute less than a material portion thereof, in a production environment, or any CAD Error
occurring in a testing or other non -production environment that, if occurring in a production
environment, would constitute a Severity Level 1 CAD Error. Examples of Severity Level 2 CAD
Errors include, without limitation, situations in which a CAD Error is causing intermittent impact to
dispatchers, loss of redundancy, loss of routine administrative or diagnostic capability, or inability to
use a secondary feature or function of the CAD.
3. "Severity Level 3 CAD Error" means any CAD Error that, for fifty percent (50%) or more of
Subscriber's dispatchers, has a minimal impact on the performance or operation of the CAD.
Examples of Severity Level 3 CAD Errors include, without limitation, a CAD Error having only a
minimal impact on dispatchers and CAD Errors seen in a test or other non -production environment
that, if deployed in a production environment, would not constitute a Severity Level 1 CAD Error.
23
Severity
Level of Effort
Initial
Work Around
Permanent
Status Updates
Level
Response
Correction
Continuous best
Immediate, but
Every 3 hours
efforts, 24 hours
in no event to
prior to a Work
1
per day, 7 days
exceed 30
6 hours
3 calendar days
Around and every
per week
minutes
calendar day
thereafter
Commercially
Every 6 hours
reasonable efforts,
prior to a Work
2
24 hours per day,
1 hour
24 hours
5 calendar days
Around and every
7 days per week
calendar day
thereafter
Commercially
Every 2 Business
reasonable efforts,
10
20 Business
Days prior to a
3
during normal
1 Business Day
Days
D
Days
Days
Work Around and
business hours
every 5 Business
Days thereafter
CAD Service Credits. Mark43's failure to meet the CAD services levels set forth in Section 7(b) during any
calendar month of a Regular Usage Period entitles Subscriber to Fee credits (the "CAD Service Credit(s)")
calculated as set forth below. Any CAD Service Credits owed to Subscriber hereunder shall offset against
any subsequent Fees owed by Subscriber and shall be Subscriber's sole and exclusive remedy with respect
to Mark43's failure to provide the CAD. If Mark43 fails to meet the CAD service levels set forth in this Section
7(b) in any applicable calendar month during the Regular Usage Period, then Mark43 shall credit Subscriber
five percent (5%) of the portion of the Fees attributable to CAD Services in the calendar month in which such
CAD service level failure occurs. The applicable CAD Service Credits will be applied to the next invoice. Only
one CAD Service Credit for failure to meet the applicable service level shall be granted for each Service in a
calendar month of the Regular Usage Period.
c. Service Levels for Integrated Third Party Software. Notwithstanding anything else to the contrary
contained herein, Mark43 shall be responsible for any downtime of or related to the Applications or Integrated
Third Party Software (as defined below) that is caused by Integrated Third Party Software solely to the extent
specified in this Section 7(c). Credit Percentages Service Credits referenced elsewhere in this Agreement
shall not apply to downtime caused by Integrated Third Party Software or the integrations or connections to
Integrated Third Party Software.
Availability of Third Party Applications. Schedule A identifies specific Third Party Application
integrations (the "Integrated Third Party Software") to be performed by Mark43 during the Professional
Services Period, and the Subscriber's and Mark43's respective rights regarding acceptance of those
Services. During the Regular Usage Period, the Integrated Third Party Software shall be operational no
less than 99.9% of the time on a 24x7 basis, excluding any scheduled maintenance of the Integrated
Third Party Software (whether scheduled by Mark43 or by the third party provider, the "Integration
Scheduled Downtime"); provided, however, that Mark43 shall not be responsible for downtime caused
by upgrades or updates to Integrated Third Party Software of which Mark43 does not receive the requisite
advance notice, and such downtime will not count against the service levels promised herein. Mark43
agrees that it shall schedule any Integration Scheduled Downtime on minimal traffic days whenever
possible. The Parties further agree that Mark43 shall not schedule in excess of 90 minutes of Integration
Scheduled Downtime in during any 30 -day period. Mark43 shall provide Subscriber with immediate
telephone notification to the point of contact set forth in this Agreement as soon as it becomes aware of
any actual or potential unavailability of an Integration other than Integration Scheduled Downtime
("Integration Unscheduled Downtime"), as well as continual periodic updates during the Integration
Unscheduled Downtime regarding Mark43's progress in remedying the unavailability and the estimated
time at which the Integration shall be available.
ii. Responsibilities for Planned Updates. Subscriber shall provide Mark43 with prompt notice, and in no
case fewer than forty-five (45) days' advance notice, of any update by the Third Party provider of
Integrated Third Party Software. Mark43 shall undertake commercially reasonable efforts to patch, repair
or update the Software in order to integrate it with the updated Integrated Third Party Software.
24
iii. Responsibilities for Planned Upgrades. Subscriber shall provide Mark43 with prompt notice, and in
no case fewer than ninety (90) days' advance notice, of any planned upgrade by the Third Party provider
of Integrated Third Party Software. Mark43 shall evaluate the time and resources required to patch, repair
or update the Software in order to integrate it with the upgraded Integrated Third Party Software. The
Parties shall engage in good faith negotiations to agree on the terms (including, without limitation,
schedule and price) on which Mark43 would develop a patch, repair, update or Upgrade to integrate the
Software with the Integrated Third Party Software.
25
SCHMuLE H
Transition Assistance
Upon termination of the Agreement for any reason, and subject to all Fees due being paid in full, Mark43 will create
searchable PDFs of each record (each, a "Record") and provide them to the Subscriber for download. Subscriber
may request, and Mark43 will consider, other formats in which to create the Records, but the final format of all
Records will be determined in Mark43's sole discretion. Records can be uploaded to Subscriber's new records
management system by the Subscriber or its new vendor.
1. Preparation
a. The Subscriber will provide the desired cutoff date of the SaaS Services (the "Cutoff Date"), at which time
all existing user accounts will be terminated.
b. Mark43 will provide one (1) account for the Subscriber to access a web -based storage platform to retrieve
Subscriber documents and Records (the "Transition Account"). The Transition Account will be available to
Subscriber for thirty (30) days prior to the Cutoff Date.
2. Content
a. Each Report in Mark43 will be recreated as a searchable PDF (or other mutually agreed to format as
described above) using the standard Mark43 format then in use. Data Lake access will allow Subscriber to
take a backup of all SQL data at any time during the Term and via the Transition Account.
b. All archive files will be accessible via the internet on the Cutoff Date.
3. Support
a. Mark43 will maintain Subscriber data in Mark43 for up to 1 year following the Cutoff Date.
b. Mark43 will maintain Subscriber PDF archives for up to 2 years following the Cutoff Date.
c. Mark43 will resolve any issues it deems to be the result of errors in the Mark43 platform or export process
for a period of six (6) months after the Cutoff Date.
d. No less than 1 year after the Cutoff Date, Mark43 will delete Subscriber Data from all Mark43 online systems
(e.g. primary database, replica databases, search databases, application caches, etc.) other than database
backups, audit logs and server system logs.
e. Within 6 months from the date of deletion of Subscriber Data from all Mark43 online systems, all Subscriber
Data will be erased from database backups.
f. Notwithstanding the foregoing, Mark43 reserves the right to retain Subscriber Data on audit logs and server
system logs and in support tickets, support requests and direct communications with Mark43.
Transition Assistance as outlined in this Schedule B is included in the Fees charged to Subscriber for the Services.
Fees are due and payable up to the Cutoff Date. In the event that any Fees have not been paid as required in this
Agreement, Mark43 may retain all Records and decline to provide the support outlined in Section 3 of Schedule B
above until such Fees are paid in full.
26
SCHFDIILF C
Technical Requirements
This Schedule lists the minimum technical requirements required for Mark43's RMS, CAD, Evidence Management
and Data Exchange applications. This also describes the requirements for Mark43 interface servers. Third Party
Providers and subcontractors may have additional requirements that are not listed here.
MARK43 RMS
1.1 RMS Workstation Requirements
Item
Operating System
Processor
Minimum
Windows 7+, Mac OS X 10.X
1x dual -core processor
Recommended
Windows 10, Mac OS 10.X
1x quad -core processor or greater
Architecture
x64 / x86
x64
Memory
4 GB
6 GB+
Network Card
1x 2 Mbps+ NIC
1x 10 Mbps+ NIC
Display(s)
1x 1024x768
1x 1920x1080
Hard Drive
1 GB available space
5 GB available space
Graphics Card
Bandwidth
N/A
2 Mbps
N/A
5 Mbps+
1.2 RMS Workstation Site Internet Requirements
Mark43 RMS operates as a single -page application where most of the heavy download load is needed only on initial
page load for each user. For RMS, Mark43 recommends an overall internet bandwidth connection of 1+ Mbps per
concurrent user using that connection. Actual performance and usage may vary depending on user usage of other
internet-connected applications and your ISP.
1.3 RMS Mobile Data Terminal Requirements
Item
Operating System
Processor
Architecture
Memory
Minimum
Windows 7+, Mac OS X 10.X
1x dual -core processor
x64 / x86
Recommended
Windows 10, Mac OS 10.X
1x dual -core processor or greater
x64
2 GB
4 GB+
Network Card
2 Mbps (4G LTE)
5 Mbps+ (4G LTE)
Display(s)
1x 1024x768
1x 1024x768+
Hard Drive
1 GB available space
5 GB available space
Graphics Card
N/A
N/A
Bandwidth
2 Mbps (4G LTE)
5 Mbps+ (4G LTE)
1.4 RMS Browser Requirements
Mark43 RMS is web -based and requires a modern web browser to access the system. Mark43 RMS supports the
following browser versions that receive technical support and security updates from the browser vendor.
• Google Chrome (latest)
• Microsoft Edge (latest)
• Mozilla Firefox (latest)
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As of 6/1/19, Mark43 RMS also supports Microsoft Internet Explorer 11, but IE11 support will be phased out in 2020.
1.5 RMS Smartphone Mobile Application Requirements
The Mark43 RMS Smartphone Mobile Application is available on iOS.
Item (iOS)
Operating System
Device
Supported
Apple iOS 10+, 11, 12
iPhone 6, 6 Plus, 6S, 6S Plus
iPhone SE
iPhone 7, 7 Plus
iPhone 8, 8 Plus
iPhone X, XS, XS Max, XR
iPad Air 2, 3rd gen
iPad Mini 3, 4, 5th gen
iPad Pro 1 st gen, 2nd gen, 3rd gen
iPad 5th aen. 6th aen
1.6 Evidence Smartphone Mobile Application Requirements
Recommended
Apple iOS 12
iPhone XS
iPad gen 6
The Mark43 Evidence Smartphone Mobile Application is available on iOS and Android
Item iOS Supported
Recommended
Operating System Apple iOS 10, 11, 12
Apple iOS 12
Device iPhone 6, 6 Plus, 6S, 6S Plus
iPhone XS
iPhone SE
iPad gen 6
iPhone 7, 7 Plus
iPhone 8, 8 Plus
iPhone X, XS, XS Max, XR
iPad Air 2, 3rd gen
iPad Mini 3, 4, 5th gen
iPad Pro 1 st gen, 2nd gen, 3rd gen
iPad 5th qen, 6th qen
Item Android Supported Recommended
Operating System Android 5+ Android 9
Device Samsung Galaxy S7+ Samsun GalWx-y S10
1.7 Evidence Barcode Printer Requirements
The Mark43 RMS Property and Evidence module requires a barcode printer to optimize the evidence management
process. Mark43 integrates seamlessly with Zebra barcode printing hardware and requires the following printer:
ZD420 model number ZD42043-001 EOOEZ
2000T label
5095 Premium Resin ribbon (05095CT11007)
o Ribbon roll -only (05095GS11007)
Deviating from this hardware configuration will lead to smeared, stretched or otherwise incorrectly printed barcode
labels. For departments with multiple printers, Mark43 recommends purchasing the same model for all locations.
1.8 Evidence Printer Server Requirements
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In order for Mark43 RMS to communicate with the barcode printers, an intermediate server to route printing requests
is required. This machine can be the same machine as the Interface Servers specified below or standalone in which
case it will need the following specifications:
Item
Processor
Memory
Hard Drive
2. MARK43 CAD
Minimum Recommended
2x 2.0+ GHz processors 2x 2.0+ GHz proces;
2 G 4GB+
32 GB HDD storage 64 GB HDD storage
2.1 CAD Call Taker / Dispatcher Workstations
Mark43 recommends solely using the Mark43 CAD installed desktop application for CAD call takers and dispatchers.
The installed application allows for multi -window functionality and a more seamless user experience for power -users
of the CAD application.
Item
Operating S s
Processor
Architecture
Memory
Network Card
Display(s)
Hard Drive
Graphics Card
Bandwidth
2.2
Minimum
Windows 7+
1x dual -core
x64
8 GB
1x 5 Mbps+ NIC
1x 1024x768 monitor
10 GB available space
Dedicated video card with 128MB+
memory
2 Mbps per concurrent dispatcher
CAD Call Taker / Dispatcher Workstation Site Internet Requirements
Recommended
Windows 10
2x quad -core processor or
x64
16 GB+
1x 10 Mbps+ NIC
2x+ 1920x1080 monitors
20 GB available space
2x 512MB NVIDIA Quadro NVS
310,4 MON
5 Mbps+ per concurrent dispatcher
For CAD, Mark43 recommends an overall internet bandwidth connection of 2+ Mbps per concurrent user using that
connection and a backup ISP connection with automatic failover. Actual performance and usage may vary depending
on user usage of other internet-connected applications and your ISP.
2.3 CAD First Responder Mobile Data Terminal Requirements
Item
Operating System
Minimum
Windows 7+
Recommended
Windows 10
Processor
1x dual -core processor
1x dual -core processor or greater
Architecture
x64
x64
Memory
2 GB
4 GB+
Network Card
2 Mbps (4G LTE)
5 Mbps+ (4G LTE)
Display(s)
1x 1024x768
1x 1024x768+
Hard Drive
10 GB available space
20 GB available space
Graphics Card
128MB of video memory
256MB+ video memory
Bandwidth
2 Mbps+ (4G LTE)
5 Mbps+ (4G LTE)
Mark43 CAD also requires installing a Windows Service on First Responder MDTs to query message switches, track
GPS, monitor performance, and more. This Windows Service requires:
• Powershell installed with Windows 7+
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.NET Core v2.1+
NET Framework v4.5+
A service account with "Log in as service" and administrative permissions
• Completion of all recommended Windows Updates from Microsoft
2.4 CAD Browser Requirements
Mark43 CAD is also web -based and requires a modern web browser to access the system. Mark43 CAD is only
supported on the latest version of Google Chrome.
2.5 GPS Tracking
Mark43 CAD First Responder MDTs support tracking GPS from the following hardware:
• Getac machines with internal GPS (BAUD rate of 96k)
• BU -35354 receivers that plug in
• Cradlepoint routers
• GPS devices compliant with a) NMEA 2 over IP, b) 8 bit NMEA 2 over a COM port or c) an equivalent
standard
GPS Tracking also requires:
• GPS Receiver using NMEA standard (e.g. $GPxxx messages)
• Dedicated COM port on machines that use external USB GPS devices
• External Antenna strongly recommended
MARK43 ANALYTICS
3.1 Data Lake Requirements
Mark43 Data Lake is a Microsoft SQL Server Database and requires a database client that receives technical support
and security updates from the vendor. Mark43 recommends using Microsoft SQL Server Management Studio.
3.2 Business Intelligence Suite Requirements
Mark43 Business Intelligence Suite runs embedded within Mark43 RMS and therefore has the same browser
requirements as Mark43 RMS.
4. MARK43 DATA EXCHANGE
The Mark43 Data exchange functionality is enabled through either the RMS or CAD applications. Additional interface
servers may be required to support Mark43 Data Exchange data flows, depending on the department's size and
complexity.
5. MARK43 INTERFACE SERVERS
5.1 Server Requirements
Interface servers are on -premise servers that Mark43 uses to run integrations developed by Mark43. These servers
allow Mark43 integrations to access on -premise Subscriber systems. Mark43 supports these servers from the VM up
and ensures that interfaces running on these servers are maintained and monitored. The table below outlines
Mark43's minimum required and recommended server specs for an interface server setup.
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Number of servers
Operating System
Processor
Architecture
Memory
Network Card
Display(s)
Hard Drive
Graphics Card
Bandwidth
5.2 Support
Minimum
1
Ubuntu 16.04
1x quad -core processor
x64
8 GB
1x 100 Mbps NIC
N/A
250 GB available space
N/A
10 Mbps
Recommended
2+
Ubuntu 16.04
2x quad -core processor
x64
16 GB+
2x 1 Gbps+ NICs
N/A
500 GB available space
N/A
100+ Mbps
The preferred model is that Subscriber provision these servers and maintain them from hardware/vm up through the
operating system. Mark43 will maintain the application software installed on this server, which consists of:
• Docker, which runs all the application software in an easily manageable way
• Rancher, which orchestrates and applies updates to the scripting logic that the Docker containers
run
Subscriber may choose to install other software (e.g. monitoring software) on this server as long as it does not interfere
with the operation of the Mark43 provided applications.
5.3 Releases
The Docker containers running on the interface server update themselves as part of the normal Mark43 release
cycle. This is to ensure compatibility with any API changes made to the internal Mark43 API.
5.4 Maintenance
If Subscriber needs to apply patches to the interface server this can be done safely by rotating servers in and out.
Mark43 does ask to be notified when this happens, to ensure the Docker service running the integration scripts
restarts successfully when the server is restarted.
5.5 Networking/Firewall Setup
Inbound:
• SSH over client VPN
• HTTPS over client VPN
• All other IPs/ports inbound from public internet should be closed
Outbound:
• TCP 443,5000 to 0.0.0.0/0
VPN:
• Mark43 will SSH to this server over the Subscriber VPN to install Docker and do any maintenance tasks that
can't be completed by the automatic script updates
User Accounts:
• Mark43 will need sudo access on this server to do the Docker installation.
Assigning Static IP Addresses:
• Subscriber will need to take the following steps:
1. Log in to the server with the username and password.
2. Enter the following command sudo nano /etc/networWinterfaces
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Delete the line iface enol inet dhcp
Add the following lines. Replace the text in <> with your network appropriate information. We recommend
using 8.8.8.8 and 8.8.4.4 for your DNS server:
iface enol inet static
address <ip address>
netmask <subnet mask>
gateway <default gateway>
dns-search <DNS search domain>
dns-nameservers <dns server> <optional secondary dns server>
Type control+x to exit
Press y to save
Press enter to confirm the name /etc/network/interfaces.
Type sudo reboot to restart the server.
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SCHEnl1LE n
Additional Terms
A. Vendors:
Google: Users are bound by the Google Maps/Google Earth Additional Terms of Service (including the Google
Privacy Policy), available by following these links:
Google Maps Terms: https://maps.google.com/help/terms maps.html
Google Privacy Policy: https://policies.google.com/privacv?hl=en&ql=us
Acceptable Use: https://enterprise.google.com/maps/terms/universal aup.html
Amazon:
Universal Service Terms: https://aws.amazon.com/service-terms/
Acceptable Use: https://aws.amazon.com/aup/
B. Subcontractors:
Subscriber consents to Mark43's use of the following subcontractors: CommSys. CommSys's Additional Terms shall
be provided to Subscriber.
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SCHMULE E
Mark43 Data Processing Addendum
1. Definitions. Terms not otherwise defined in this Data Processing Addendum ("DPA") have the meaning set
out in the Software License and Services Agreement ("Agreement").
a. "Subprocessor" means a Mark43 Affiliate or other third party engaged by Mark43 for the purpose
of hosting, storing or otherwise processing Subscriber Data as authorized by the Agreement or
otherwise in writing by Subscriber.
2. Subscriber Data. The obligations in this Exhibit apply to Subscriber Data in the custody or control of
Mark43 and its Subprocessors. They do not apply to Subscriber Data in the custody or control of any other
party, including Subscriber Data under Subscriber's custody or control outside of the Services or Subscriber
Data maintained by a Third Party Provider or transmitted or accessed on or through a Third Party
Application.
Disclosure. Mark43 will not disclose Subscriber Data to any third party except: (i) to Authorized Users; (ii)
as permitted under the Agreement; (iii) to its Subprocessors, provided that each Subprocessor agrees to
protect Subscriber Data in a manner substantially in accordance with this DPA; or as provided by this DPA
with respect to any Disclosure Request. Notwithstanding the foregoing or anything in this DPA to the
contrary, Subscriber acknowledges and agrees that (a) Mark43 utilizes major providers of cloud -based
services for processing certain Subscriber Data through the Services (each, a "Cloud Provider") (including,
as of the Effective Date of the Agreement, Amazon Web Services for hosting and Google for mapping and
geolocation services), (b) each Cloud Provider has its own data protection practices that are applicable to its
delivery of services to its customers, and (c) Cloud Providers will not agree to separate data protection
practices on a customer -by -customer basis; therefore, Cloud Providers will not be required to comply with
the obligations in this DPA to the extent that they are inconsistent with each Cloud Provider's own data
protection practices, but Mark43 will use reasonable efforts to assess that each Cloud Provider complies
with its own data protection practices, which may include periodic examination of SOC 2 reports or
comparable reports made available by Cloud Provider.
4. Information Security Program. Mark43 will implement and maintain a written information security program
that contains reasonable administrative, technical and physical safeguards intended to protect Subscriber
Data from unauthorized access, disclosure, use, modification, loss or destruction.
5. Access. Mark43 will maintain appropriate access controls to Subscriber Data, including limiting access to
Subscriber Data only to personnel who require such access in order for Mark43 to provide Services to
Subscriber or to otherwise exercise Mark43's rights or perform Mark43's obligations under the Agreement.
Mark43 will require its personnel to protect Subscriber Data in accordance with the requirements of this DPA
and will provide its personnel with appropriate information security training.
Information Security.
a. Mark43 maintains its information security program and applicable safeguards at all Mark43 sites at
which an information system that stores or otherwise processes Subscriber Data is located.
b. Mark43 maintains network security using commercially available equipment and industry standard
techniques, including firewalls, router access control lists, intrusion detection and/or prevention
systems, penetration testing, vulnerability scanning, and patch management tools.
c. Mark43 will encrypt, using industry -standard encryption tools, all Subscriber Data that Mark43: (i)
transmits or sends wirelessly or across public networks; (ii) stores on laptops or removable storage
media; and (iii) stores on portable devices, where technically feasible. Mark43 will safeguard the
confidentiality and availability of all encryption keys associated with encrypted Subscriber Data.
d. Mark43 installs and maintains endpoint security measures such as anti-virus and malware
protection software intended to protect Subscriber Data from malicious code.
e. Mark43 undertakes appropriate logging and monitoring to enable recording of information security -
related actions and identification of anomalous events.
f. Mark43 develops software used to deliver the Services in accordance with secure software
development principles.
7. Security Incident Management. Unless otherwise prohibited by law, Mark43 will notify Subscriber
promptly (and in any event within 72 hours) in the event Mark43 reasonably believes that there has been
any unauthorized access, acquisition, disclosure, use, modification, loss or destruction of Subscriber Data
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("Security Incident"). Mark43 will promptly investigate the Security Incident, will take necessary steps to
eliminate or contain the exposure of Subscriber Data, and will keep Subscriber informed of the status of the
Security Incident. Mark43 will provide reasonable assistance and cooperation requested by Subscriber or
Subscriber's designated representatives to correct, remediate, or investigate the Security Incident or to
mitigate potential damage resulting from it, including any notification that Subscriber may determine
appropriate to send to affected individuals, regulators or third parties.
8. Business Continuity. Mark43 implements appropriate disaster recovery and business continuity plans and
reviews and updates such plans regularly. Back-up copies of critical business information and software are
created regularly and tested to verify their integrity.
Audits. Upon Subscriber's request, Mark43 will make available to Subscriber up to once per year a copy of
a third -party assessment, such as a SOC 2 report or comparable report ("Third -Party Report"), if Mark43
has obtained such a Third -Party Report for the Services; or if Mark43 has not obtained a Third -Party Report
for the Services, Subscriber may provide to Mark43 a security assessment questionnaire related to the
Services, which Mark43 will accurately and promptly complete. Such a questionnaire must be reasonable in
scope and may include questions seeking verification of compliance with the terms and conditions of this
DPA. All Third -Party Reports or information accessed by or otherwise disclosed to Subscriber in connection
with any such review will be considered Confidential Information of Mark43.
10. Return/Disposal. Upon termination or expiration of the Agreement, Mark43 will cease handling Subscriber
Data and will take reasonable steps to return or destroy Subscriber Data according to the timeframes set out
in Schedule B of the Agreement. If Mark43 has any legal obligation to retain Subscriber Data beyond the
periods otherwise specified by Schedule B, Mark43 will notify Subscriber in writing of that obligation, to the
extent permitted by applicable law, and will return or destroy the Subscriber Data in accordance with this
DPA as soon as possible after that legally required retention period has ended. If Mark43 disposes of any
paper, electronic or other record containing Subscriber Data, Mark43 will take all reasonable steps to do so
by: (a) shredding; (b) permanently erasing and deleting; (c) degaussing; or (d) otherwise modifying
Subscriber Data in such records to make it unreadable, unreconstructable and indecipherable.
11. Location of Subscriber Data. Subscriber Data stored or transmitted through the SaaS Services in
Subscriber's user accounts shall be hosted by a Cloud Provider in the United States. Mark43 currently uses
AWS Govcloud region as Cloud Provider to host Subscriber Data. Information about AWS' commitment to
support customers' CJIS compliance requirements is available here:
https://aws.amazon.com/compliance/ciis/.
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