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Contract 1815
Vj MARK43 Cathedral City Police Department 68700 Avenida Lalo Guerrero Cathedral City, California 92234 Attn: Chief Anthony Yoakum July 23, 2019 Dear Chief Yoakum, Please find enclosed Mark43's original signature pages to the Software License and Services Agreement between Mark43 and the City of Cathedral City. Terri Greene has shared with you a pdf of the compiled Software License and Services Agreement and Statement of Work as well, which will serve as our version of record. Please let me know if you have any questions at all. Sincerely, Shira Saiger Associate General Counsel shira.saiger@mark43.com 250 Hudson Street,3rd Floor New York,NY 10013 212.651.9154 I mark43.com SOFTWARE LICENSE AND SERVICES AGREEMENT This Software License and Services Agreement(this"Agreement") is effective as of CpI u' 2019(the"Effective Date")by and between Mark43, Inc. ("Mark43"),with a place of business at 28 E.28th 12th Floor, New York, NY 10016, and the City of Cathedral City("Subscriber"),with a place of business at 68700 Avenida Lalo Guerrero,Cathedral City, CA 92234. 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 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 telephone-based help desk through which it will respond to inquiries about the SaaS Services from Subscriber via telephone from 7 AM to 7 PM (Eastern Time), Mondays through Fridays (excluding U.S. Federal holidays). 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 2 other than in connection with this Agreement; (iv) make the SaaS Services available on a "service 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 an 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. 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 3 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. 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. 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 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 will pay any sales, use or other tax related to the license and services provided hereunder, exclusive of income taxes and payroll taxes relating to Mark43's employees. Subscriber agrees that its use of and payment for Services constitutes its inspection and acceptance of such Service. 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 4 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) 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) 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. 4.3 Effect of Termination. In the event of any termination or expiration of this Agreement, (a) Subscriber will pay Mark43 all 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 5 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 Required Disclosures. If a party is requested to disclose any of the other party's Confidential Information pursuant to any judicial or governmental order or a public records request submitted to Subscriber,that party will not disclose the Confidential Information without first giving the other party written notice of the request and sufficient opportunity to contest the order, to the extent such notice and opportunity to contest may be lawfully given. If one party is nonetheless legally compelled to disclose Confidential Information, such party may, without liability hereunder, disclose to such tribunal or requester only that portion of the Confidential Information which such counsel advises it is legally required to be disclosed, provided that such party shall use its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the other party to obtain an appropriate protective order or other reliable assurance that confidential treatment will be afforded the Confidential Information by such tribunal.Without limiting the foregoing, Subscriber shall notify Mark43 of any requests for records relating to Mark43 (including, without limitation,user guides or Documentation,or documents submitted by Mark43 in response to the RFP) within a reasonable amount of time of receipt of the request and provide Mark43 with at least twenty- one(21) days' notice before disclosing any such records. . 5.6 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. 5.7 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. 6 (b) Subscriber 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 two(2)weeks 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. Subscriber further represents that it has not received federal funding in connection with procurement under 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. MARK43 MAKES NO WARRANTY THAT THE SERVICES WILL BE COMPLIANT WITH ANY REQUIREMENTS OF CJIS (CRIMINAL JUSTICE INFORMATION SERVICES) OR CLETS (CALIFORNIA LAW ENFORCEMENT TELECOMMUNICATIONS SYSTEM) OR ANY EQUIVALENT. 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. 7. 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, 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 FEES PAID AND PAYABLE TO MARK43 BY SUBSCRIBER DURING THE SIX (6) 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 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, 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 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; 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 under a Statement of Work;(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 (I)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 under a Statement of Work:(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;(Ill)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 request pursuant to a judicial or governmental order or other similar process,including but not limited to a subpoena or FOIA request 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. 8 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. City of Cathedral City 28 E. 28th Street 68700 Avenida Lalo Guerrero 12th Floor Cathedral City, CA 92234 New York, NY 10016 Attn: Acting Chief Anthony Yoakum Attn: David Jochim Email: ayoakum©cathedralcity.gov Email: dave©mark43.com Copy to: Mark43, Inc. 28 E. 28th Street 12th Floor New York, NY 10016 Attn: General Counsel 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 Dispute Resolution. In the event of a dispute arising under or relating to this Agreement,the parties agree to finally and exclusively resolve the dispute by binding arbitration governed by the Federal Arbitration Act("FAA"). All disputes will be resolved before a neutral arbitrator, whose decision will be final except for a limited right of appeal under the FAA. Any court with jurisdiction over the parties may enforce the arbitrator's award. The arbitration shall be commenced and conducted under the Commercial Arbitration Rules of the American Arbitration Association (AAA)then in effect, which is available at the AAA website www.adr.org. If those rules conflict with this provision, this provision shall control. The arbitration shall be conducted before a panel of one or more arbitrators. The arbitrator(s) shall be selected from the AAA's National Roster of Arbitrators pursuant to agreement between the parties or through selection procedures administered by the AAA. The arbitration may be conducted in person, through the submission of documents, by phone or online. If conducted in person,the arbitration shall take place in New York, New York. The arbitrator(s)shall determine the matters in dispute strictly in accordance with the terms of this Agreement and the substantive law of the State of New York, excluding its principles of conflicts of laws, except that the interpretation and enforcement of this arbitration provision shall be governed by the FAA. The parties agree that New York, New York, USA is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision herein is found to be unenforceable. The award of the arbitrator(s) shall be the sole and exclusive remedy between the parties regarding any claims, counterclaims, issues or accountings presented or pled to the arbitrators, provided that THE ARBITRATOR(S) SHALL HAVE NO AUTHORITY TO AWARD EITHER PARTY ANY SPECIAL, PUNITIVE, INDIRECT, INCIDENTAL, OR CONSEQUENTIAL DAMAGES (INCLUDING DAMAGES FOR LOST PROFITS), OR ATTORNEYS' FEES OR COSTS. The parties may litigate in court and shall submit to the personal jurisdiction of the federal and state courts located in New York, New York, USA,for any action to do the following: (i)to compel arbitration;(ii)to stay proceeding pending arbitration; (iii) seek injunctive or other equitable relief to prevent the actual or threatened infringement, misappropriation or violation of a its copyrights, trademarks, trade secrets, patents, or other intellectual property or proprietary rights, including any provisional relief required to prevent 9 irreparable harm; (iv)to protect or defend the ownership, validity or enforcement of any intellectual property rights; (v) or to confirm, modify, vacate or enter judgment on the award entered by the arbitrator. The parties agree that New York, NY USA is the proper forum for any appeals of an arbitration award or for trial court proceedings in the event that the arbitration provision herein is found to be unenforceable. The arbitration award and record, and any Confidential Information that is used at or in connection with the arbitration shall not be disclosed to third parties by the arbitrator(s) or the parties without the prior written consent of both parties. Neither the fact that the arbitration occurred nor the result of the arbitration shall be admissible in evidence in a subsequent proceeding brought on the same claims that were presented at the arbitration. 9.4 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. 9.5 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. 9.6 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. 9.7 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. 9.8 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. 9.9 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. 9.10 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. 9.11 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. 9.12 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. 9.13 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 (a) constitutions, treaties, statutes, laws (including the common law), rules, directives, regulations, ordinances, codes or orders of any governmental authority and (b) orders, decisions, injunctions, judgments, awards and decrees and consents of or agreements with any such entity. 10 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. 9.14 Certain Waivers Unenforceable. Subscriber agrees that it will not ask Mark43, or any Mark43 employee or contractor,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 further agrees that any waiver signed by a Mark43 employee or contractor is null,void, and unenforceable against Mark43 and its employees and contractors. 9.15 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. 9.16 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 License 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. 11 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives. MARK43, INC. CITY OF CATHEDRAL CITY By: By: Name: c44— Name: Arvil4o,'&K CAbc.v.v. Title: EO Title: AL"ri tr- Cv4-, q= Date: 0tD121 Lo I� Date: Sw4e. aIo / a oici CITY OF CA F-EDRAL CITY jiL7By: Name: el/Wel Title: C- T7 /144,64-ca-A-- Date: (P/i41 /S) CITY OF CATHEDRAL By: j(jl Name: /i'11A ,' ' • SW • AT Title: 447140 tMhe.N �i4Gc4" Date: 4/2(,)/ 12 SCHEDULE A Services Schedule 1. Services. The Services covered by this Agreement consists of the following: a. Professional Services: i. Implementation Phase: 1. Project Management 2. RMS Interface Development(Subject to consent and cooperation of the third parties) a. Active Directory(Single Sign On) b. Crossroads Software c. LexisNexis Desk Officer Reporting (Coplogic) d. LexisNexis Accurint Crime Center e. LiNX(One way from RMS) 3. RMS Interface Control Documentation 4. RMS Data Conversion(Legacy vendor will provide Subscriber RMS data to Mark43 in a SQL Server or MYSQL relational database). Enterprise Data Migration includes: Location Aliases, Location Premise Cautions, Master Name Index, Property and Evidence. 5. RMS Configuration 6. RMS Interface Testing 7. RMS Functional Testing 8. RMS Trainer Training 9. RMS Cutover Support 10. CAD Interface Development(Subject to consent and cooperation of the third parties) a. Active 9-1-1 b. Active Directory(LDAP) c. AVL(GPS Pinger) d. Firehouse(Fire RMS) e. ImageTrend (Electronic Patient Records) f. Priority Dispatch(ProQA) g. Vesta(ANI/ALI) h. RapidSOS Integration i. CommSys(CLETS) j. SPIDR Tech (if Cathedral City purchases the SPIDR Tech application) 11. CAD Configuration (Police and Fire Dispatch) 12. CAD Interface Testing 13. CAD Functional Testing 14. CAD Trainer Training 15. CAD Cutover Support ii. Post-implementation Phase 1. 24/7 Mark43 Help Desk Support 2. Access to Mark43 Online Help Center 3. Customer Success Manager 4. Interface Support and Maintenance b. SaaS Services: i. The Applications to be provided are described as follows: 1. Mark43 Records Management(RMS) Report Writing, Records,Administration • 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 13 • 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/UCR or NIBRS coding • Automatically generate monthly SRS/UCR and NIBRS submissions Case Management • 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 Property and Evidence • 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 14 • 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 Warrant Management • 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 Handheld Mobile Collection • 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. Mark43 Computer Aided Dispatch (CAD)—Dispatch for Police and Fire Services Dispatcher • Call Taking • Event History&Search • Scheduled Events • Related Persons • Related Vehicles • Situational Awareness • Unit History&Search • Temporary Units • Unit Timers • Dispatch Areas • Resource Management • Fire Resourcing • Messaging • Agency Assistance • Service Rotation • Automatic Vehicle Location (AVL)with GPS Pinger • AVL Replay • Mapping with shapefile management 15 • Radius-based Premise Cautions • Held Events and Pre-Empting • Call Copying • BOLOs • Location Notes • Rolodex and Ready Reference • Premise Attachments • Command Line First Responder(Mobile) • Self-Initiation • Event History&Search • Related Persons • Related Vehicles • Situational Awareness • Unit History&Search • Unit Timers • Messaging • Service Rotation • AVL with GPS Pinger • Mapping • Radius-based Premise Cautions • Held Events and Pre-Empting • Call Copying • BOLOs • Location Notes • Rolodex and Ready Reference • Premise Attachments 3. Mark43 Business Intelligence(BI)Suite (2 explorer accounts) Mark43's BI Suite includes the following capabilities to users with BI Suite accounts: • Interactive dashboards that update visualizations based on filters • Drill into data points on visualizations for additional details and analysis • 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 latitude/longitude 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 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 are available in near-real-time • Users with Analytics Explorer accounts do the following: a. View/export business intelligence dashboards provided by Mark43 b. View/export business intelligence dashboards created and shared by an agency Analytics Explorer user. c. Create, modify and delete business intelligence dashboards. d. Analytics Explorer users can share their business intelligence dashboards with all of the Analytics Viewer and Analytics Explorer users in the agency. e. 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. 4. Mark43 Data Exchange 16 a. Mark43 or a partner/subcontractor will connect the Mark43 Public Safety Platform to Federal, state and local criminal justice data sources such as CLETS. 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. If Subscriber elects to purchase, 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. b. 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. 5. Mark43 Data Lake [Optional Application for Purchase] a. If Subscriber elects to purchase Mark43 Data Lake, the Parties agree to evaluate the requirements together and agree on a time frame for completion. Additional charges will apply. 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. 2. Initial Term. The Initial Term is a 5 year period commencing on the Effective Date. 3. Renewal Terms. Any Renewal Terms shall be for a period of one year. 4. Fees: a. Professional Services: i. RMS Interfaces(One-time Fees) • Active Directory(Single Sign On)-$0 • Crossroads Software(One-way to RMS)-$0 • LexisNexis Desk Officer Reporting(Coplogic)-$5,000 • LexisNexis Accurint Crime Center-$0 • LiNX(one way from Mark43 RMS)-$5,000 ii. CAD Interfaces(One-time Fees) • Active 9-1-1 -$5,000 • Active Directory(LDAP)-$0 • AVL (GPS Pinger)-$0 • Firehouse(Fire RMS)-$5,000 • ImageTrend (Electronic Patient Records)-$5,000 • Priority Dispatch (ProQA)-$5,000 • Vesta (ANI/ALI)-$0 • RapidSOS Integration-$0 • CommSys(CLETS)Setup—$0 • SPIDR Tech(if Cathedral City PD opts to purchase the application)-$0 iii.Data Conversion-$50,344(One-time Fee) iv. Interface Support and Maintenance(annual): $0 per year for the Initial Term b. Subscription Fee:Total of$132,595 for each year of the Initial Term i. RMS/CAD Subscription Fee for the Initial Term: $117,600, first year ii. CommSys(CLETS) Inquiry Subscription Fee for the Initial Term:for 75 users, $4,320 per year for years 2 through five of the Initial Term iii. CommSys(CLETS)Entry Subscription Fee for the Initial Term: for 6 users, $3,500 per year for years 2 through five of the Initial Term iv. BI Suite for 2 explorer accounts included for no additional fee for the Initial Term 17 Mark43 will notify Subscriber of any changes to the Fees for a Renewal Term at least forty-five(45)days prior to the start of the Renewal Term. Subscription Fees for the first five Renewal Terms shall not increase more than 2.5%year over year. The foregoing limitations shall only apply to applications purchased as of the Effective Date. 5. Payment Schedule. Subscriber will pay the Fees on the following schedule: a. Initial Term: Fees will be paid on the following schedule: i. $169,244 due on the Effective Date ii. $132,595 due on each anniversary of the Effective Date 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. 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"). i. 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: Credit RMS Availability(Monthly) 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 18 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%. 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 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. ii. 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. 19 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. Severity Level of Effort Initial Work Around Permanent Status Updates Level Response Correction _ Continuous best Immediate, but Every 3 hours prior efforts, 24 hours in no event to to a Work Around 1 per day, 7 days 6 hours 3 calendar days and every per week exceed 30 p minutes calendar day thereafter Commercially Every 6 hours prior reasonable to a Work Around 2 efforts, 24 hours 1 hour 24 hours 5 calendar days and every per day, 7 days calendar day per week thereafter Commercially Every 2 Business reasonable 1 Business 10 Business 20 Business Days prior to a 3 efforts, during Day Days Days Work Around and normal business every 5 Business hours 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 Contract shall not apply to downtime caused by Integrated Third Party Software or the integrations or connections to Integrated Third Party Software. i. 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 20 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 the Contract 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. 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. 21 SCHEDULE B 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. 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. 22 SCHEDULE 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. 1. MARK43 RMS 1.1 RMS Workstation Requirements Item Minimum Recommended Operating System Windows 7+,Apple OS X 10.X Windows 10, Mac OS 10.X Processor lx dual-core processor lx dual-core processor or greater j Architecture x64/x86 x64 Memory 4 GB 6 GB+ Network Card 1x 2Mbps+ NIC 1x 10Mbps+ NIC Display(s) lx 1024x768 1 x 1920x1080 Hard Drive 1 GB available space 5 GB available space Graphics Card N/A N/A LBandwidth 2 Mbps 5+ Mbps 1.2 RMS Workstation Site Internet Requirements The Mark43 platform operates as a single-page application where most of the heavy download load is needed only on initial page load for each user. Mark43 recommends for the RMS application an overall internet bandwidth connection of 1+ Mbps per concurrent user using that connection.Actual performance and usage may vary greatly depending on user usage of other internet-connected applications and your ISP. 1.3 RMS Browser Requirements Mark43 RMS is web-based and requires a modern web browser to access the system. Mark43 RMS supports all versions of Microsoft Internet Explorer and Google Chrome that receive technical support and security updates from the browser vendor. • Google Chrome(latest) • Microsoft Internet Explorer: All versions of Microsoft Internet Explorer that receive technical support and browser updates. (As of 1/1/2019 this is IE 11+, Microsoft Edge) 1.4 RMS Mobile Data Terminal Requirements Item Minimum Recommended Operating System Windows 7+, Mac OS X 10.X Windows 10, Mac OS 10.X Processor lx dual-core processor lx dual-core processor or greater Architecture x64/x86 x64 Memory 2 GB - 4 GB+ --_ Network Card 2 Mbps(4G LTE) 5+Mbps(4G LTE) Display(s) 1x 1024x768 1x 1024x768+ - P Hard Drive 1 GB available space 5 GB available space Graphics Card N/A N/A 23 2. MARK43 CAD 2.1 CAD Call Taker/Dispatcher Workstations Mark43 recommends solely using the Mark43 CAD installed windows 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 Minimum Recommended Operating System Windows 7+, Mac OS X 10.X Windows 10, Mac OS 10.X Processor lx dual-core processor lx quad-core processor or greater Architecture x64 x64 i Memory 4 GB 8 GB+ Network Card 1x2Mbps+ NIC 1x 10 Mbps+ NIC Display(s) 1 x 1024x768 monitor 2x+ 1920x1080 monitors Hard Drive 1 GB available space 5 GB available space Graphics Card 128 MB of video memory 2x 512MB NVIDIA Quadro NVS 310,4MON Bandwidth 2 Mbps 10+Mbps 2.2 CAD Call Taker/Dispatcher Workstation Site Internet Requirements The Mark43 platform operates as a single-page application where most of the heavy download load is needed only on initial page load for each user. Mark43 highly recommends for the CAD application 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 greatly depending on user usage of other intemet-connected applications and your ISP. 2.3 CAD First Responder Mobile Data Terminal Requirements Item Minimum Recommended _Operating_System Windows 7+, Mac OS X 10.X Windows 10, Mac OS 10.X Processor 1x dual-core Processor lx 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) 1 x 1024x768 1 x 1024 x 768 Hard Drive 1 GB available space 5 GB available space Graphics Card 128 MB of video memory N/A Bandwidth 2 Mbps+(4G LTE) 5 Mbps+(4G LTE) 2.4 Mark43 CAD Web Application(First Responder&Dispatch) Mark43 CAD is also web-based and requires a modern web browser to access the system. Mark43 CAD is only supported for the latest version of Google Chrome.All other users are recommended to use the installed version of the application. 2.5 GPS Pinger Item Minimum [—Recommended Operating System Windows 7+ I Windows 10 Architecture x32 1 x64 Network Card 2 Mbps+(4G LTE) 5 Mbps+ (4G LTE) Other requirements: 24 • Powershell that is installed with Windows 7+ • .Net Framework v.2.0.50727 or v.4.0 • Java jre 8u162 • To support legacy passthrough, comOcom driver required and dedicated COM ports set up • Admin access is required for installation • Service account set up with "Log in as service" permissions • Verified Hardware: *Getac machines with internal GPS (BAUD rate of 96k) *BU-353S4 receivers that plug in Supported: "GPS Receiver using NMEA standard (that is to say$GPxxx messages)with a dedicated COM port • External Antenna strongly recommended 3. MARK43 EVIDENCE MANAGEMENT 3.1 Evidence Workstation Requirements Evidence workstation requirements mirror the RMS workstation requirements, as evidence is loaded as a module of the RMS. 3.2 Evidence Smartphone Mobile Application - Platforms: o Android version 5+ - Recommended Device: o Samsung Galaxy S7+ 3.3 Evidence Barcode Printer Requirements Mark43 Evidence product 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 E00EZ - 2000T label - 5095 Premium Resin ribbon (05095CT11007) o Ribbon roll-only(05095GS11007) 3.4 Evidence Printer Server Requirements The complexity with barcode printing stems from making our website communicate with physical hardware on premises with our clients.We cannot rely on Chrome/Internet Explorer's built in printing functionality because they do not support the Zebra printing language we use for labels. In order to communicate with the barcode printers we will need an intermediate server to route printing requests.This machine can be the same machine as the Interface Servers specified below or standalone in which case it will need the following specifications: - 2GBRAM - 32 GB HDD Storage - 2 x 2.0+ GHz Processors 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. CommSys requirements will be delivered separately as CLIPS Server Hardware and Software Requirements. 5. MARK43 INTERFACE SERVERS 25 If 3rd party integrations are required, interface server(s)may be installed on site. The requirements of an interface server are as follows. The recommended number of interface servers needed depends on the interface requirements of the agency as well as the number of users supported by the data exchange product. Item I Minimum Recommended Operating System CentOS 7 CentOS 7 Processor speed&quantity 4x CPUs 8x+CPUs Architecture x64/x86 x64/x86 Memory 8 GB 16+ GB Network Card lx 100 Mbps NIC 2x 1Gbps NICs Display(s) N/A N/A Hard Drive 250 GB 500 GB Graphics Card N/A N/A 26 SCHEDULE D 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/privacy?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. Additional terms for CommSys to be provided. 27 SCHEDULE 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. 3. 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. 6. 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(Hi)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 28 any unauthorized access, acquisition, disclosure, use, modification, loss or destruction of Subscriber Data ("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. 9. 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, unreconstructible 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/clis/. 29