HomeMy WebLinkAbout2020-002-3401 Mark43 Dispatching Records Management RESOLUTION NO. 2020-002-3401
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MIAMI GARDENS, FLORIDA, AUTHORIZING THE CITY
MANAGER AND CITY CLERK TO EXECUTE AND ATTEST,
RESPECTIVELY, THAT CERTAIN AGREEMENT WITH
MARK43, INC. ("MARK43"), IN SUBSTANTIAL FORM, FOR
COMPUTER AIDED DISPATCHING ("CAD") AND THE
RECORDS MANAGEMENT SYSTEM ("RMS"), A COPY OF
WHICH IS ATTACHED HERETO AS EXHIBIT "A", PROVIDING
FOR THE ADOPTION OF REPRESENTATIONS; PROVIDING
FOR AN EFFECTIVE DATE.
WHEREAS, essential parts of the daily operation at the Miami Gardens Police
Department consist of the Computer-Aided Dispatching ("CAD") and the Records
Management System ("RMS"), and
WHEREAS, during the past 12 years, these systems have become antiquated,
are continually failing and deteriorating to levels that can eventually cause significant
data loss or irreversible damage to our stored records, and
WHEREAS, Mark43, Inc., ("Mark43"), has several key benefits to the current
system, and
WHEREAS, key stakeholders from the Police Department and the Information
Technology Division have met with Mark43 representatives and attended
demonstrations of the platform, and
WHEREAS, the Mark43 RMS and CAD system can integrate into our current
Real Time Crime Center and many other innovative projects that the City of Miami
Gardens currently has or may have planned, and
WHEREAS, Staff recommends the City Council authorize the City Manager and
the City Clerk to execute and attest the MARK43, Inc., ("MARK43"), Software License
and Service Agreement for Computer-Aided Dispatching ("CAD") and the Records
Management System ("RMS"),
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF MIAMI GARDENS, FLORIDA AS FOLLOWS:
Section 1: ADOPTION OF REPRESENTATIONS: The foregoing Whereas
paragraphs are hereby ratified and confirmed as being true, and the same are hereby
made a specific part of this Resolution.
Section 2: AUTHORIZATION: The City Council of the City of Miami Gardens
hereby authorizes the City Manager and City Clerk to execute and attest, respectively,
that certain agreement with Mark43, Inc., in substantial form, for Computer Aided
Dispatching ("CAD") and the Records Management System ("RMS").
Section 3: EFFECTIVE DATE: This Resolution shall take effect immediately upon
its final passage.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI
GARDENS AT ITS REGULAR MEETING HELD ON JANUARY 8, 2020.
— rd
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O IVER GILBERT, III, MAYOR
ATTEST:
MARIO BATAILLE, CMC, CITY CLERK
PREPARED BY: SONJA KNIGHTON DICKENS, CITY ATTORNEY
SPONSORED BY: CAMERON D. BENSON, CITY MANAGER
Moved by: Councilman Williams
Seconded by: Vice Mayor Harris
VOTE: 7-0
Mayor Gilbert Yes
Vice Mayor/Council Member Harris Yes
Council Member Ighodaro Yes
Council Member Odom Yes
Council Member Leon Yes
Council Member Williams Jr. Yes
Council Member Wilson Yes
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SOFTWARE LICENSE AND SERVICES AGREEMENT
This Software License and Services Agreement (this "Agreement") is effective as of 2019 (the
"Effective Date") by and between Mark43, Inc. ("Mark43"), with a place of business at 250 Hudson Street, V Floor,
New York, NY 10013, and [Miami Gardens Police Department] ("Purchaser"), with a place of business at 18611 NW
271h Ave, Miami Gardens, FL 33056.
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 Purchaser (solely to
the extent such contractor is providing services to Purchaser),who has been authorized by Purchaser
to use the SaaS Services.
1.6 "Documentation" means the user guides and user manuals for the SaaS Services that Mark43
provides to Purchaser.
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
Purchaser, 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 Purchaser under this Agreement.
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1.15 "Statement of Work"means a detailed plan of work to be agreed by the Parties in conjunction with
this Agreement.
1.16 "Purchaser Data" means all data, information, content and other materials stored or transmitted by
Purchaser 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 Purchaser
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 Purchaser 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
and/or purchasers 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 Purchaser and its Authorized Users
to access and use the SaaS Services through the Website for Purchaser's internal purposes and in
accordance with the terms and conditions of this Agreement. Mark43 will be responsible for hosting
the Website, and Purchaser and its Authorized Users will be responsible for obtaining intemet
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."Purchaser 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 Purchaser on the terms set forth herein.
2.3 Access to Documentation. Mark43 will provide Purchaser via the Website or other means with
access to the Documentation,as may be updated from time to time. Purchaser 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 Purchaser 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. Purchaser and its Authorized Users will not(and will not permit any third party
to):(i)share Purchaser'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
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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 any viruses,worms, defects, Trojan horses, malware, or any items of a destructive nature;
(xi) use the Services to post advertising or listings; (xii) use the Services to defame, abuse, harass,
stalk, or threaten others; (xiii) permit access or use of the Services by any individual outside the
United States; (xiv) hide or obscure any Authorized User's location; (xv) permit access or use of the
Services, for any activities other than to enhance Purchaser's own services, where reliance solely
on, or failure to use, the Services could lead to death, personal injury, or property damages.
Purchaser 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. Purchaser shall comply with additional
restrictions on use of the Services in Additional Terms, as defined in Section 2.10 below.
2.6 Security Obligations. Purchaser agrees it and its Authorized Users shall securely manage their
respective password(s) for access to the SaaS Service. Purchaser 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 Authodzed 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. Purchaser is responsible for
all activities conducted within User accounts in use of the SaaS Service.Purchaser 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. Purchaser 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 Purchaser, 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. Purchaser 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 Purchaser provides to Mark43, whether solicited by Mark43 or not, shall be owned
by Mark43 and Purchaser 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 Purchaser Data. As between Mark43 and Purchaser, Purchaser owns and shall retain all right,title,
and interest, including, without limitation, all Intellectual Property Rights, in and to the Purchaser
Data. Purchaser shall have the sole responsibility for the accuracy, quality, and legality of the
Purchaser Data, including obtaining all rights and consents necessary to share the Purchaser Data
with Mark43 as set forth in this Agreement. Notwithstanding anything to the contrary contained
herein, Purchaser hereby grants to Mark43 an irrevocable, worldwide, royalty free, non-exclusive,
transferable, sublicensable license to use the Purchaser Data to: provide the SaaS Services to
Purchaser and other Mark43 subscribers and/or purchasers; analyze the Purchaser 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 Purchaser installs or enables a Third Party Application for use with the
SaaS Services, Purchaser grants (and will cause the applicable third party to grant) Mark43
permission to access Purchaser 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
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may violate any Applicable Laws or Third Party rights, Purchaser 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 Purchaser fails to promptly disable such
connection, Mark43 shall have the right to do so). In addition, in the event that Purchaser 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, Purchaser 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 I'). If any of the
Vendors and/or licensors of the Third-Party Components require Mark43 to flow down any
Additional Terms Purchaser, Purchaser'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 Purchaser'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. Purchaser shall access and use the Third Party Data in accordance with the terms
and conditions of the agreement between the Purchaser 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. Purchaser, 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 Purchaser that Mark43
determines are incompatible with the operation of the Services.
3. FEES AND PAYMENT TERMS.
3.1 Fees for Mark43 Services. Purchaser 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 percent(1%)per month or the maximum allowable interest under
Applicable Law, from due date until paid. Purchaser 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. Purchaser 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 Purchaser thirty (30)
days' advance notice.
3.3 Taxes. Purchaser 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
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Purchaser 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, Purchaser 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. This Section 3.1 shall not apply in the event
Subscriber has tax exempt status and provides evidence of such tax exempt status to Mark43. In
such circumstances, as long as Subscriber continues to be exempt from state and federal sales and
use taxes, Mark43 shall promptly pay when due, all taxes, bills, debts and obligations it incurs in
providing the Services under this Agreement and Mark43 shall not allow any lien,mortgage,judgment
or execution to be filed against Subscriber's property.
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 Purchaser'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 and/or purchaser; or (iv) subjects Mark43 or its
Affiliates to possible liability, then Mark43 may immediately upon notice temporarily suspend
Purchaser's and any Authorized User's right to access any portion or all of the Services, pending
remedial action by Purchaser,or after a period of 30 days, terminate the Services.
(c) Subscriber's payment obligation under this Agreement extends only to funds appropriated
annually by Subscriber or Subscriber's governing body for the purpose of the Agreement. For
each succeeding fiscal period covered by this Agreement,Subscriber or other applicable agency
or department responsible for this Agreement agrees to include in its budget request
appropriations sufficient to cover the annual financial obligations under this Agreement. If
Subscriber is appropriated insufficient funds to continue annual payments under the Agreement,
Subscriber may terminate the Agreement by giving Mark43 not less than 30 days' prior written
notice. Upon termination under this paragraph, Mark43 shall be entitled to compensation for all
services rendered prior to the effective termination date, plus any prepaid Fees, as well as
reimbursement for reasonable costs actually incurred in closing out this Agreement.
4.3 Effect of Termination. In the event of any termination or expiration of this Agreement,
(a) Purchaser will pay Mark43 all amounts payable hereunder as of the termination or expiration date;
(b) all rights and licenses granted hereunder to Purchaser (as well as all rights granted to any
Authorized Users of Purchaser)will immediately cease, including but not limited to all use of the
SaaS Services; and
(c) Mark43 will provide records to Purchaser in accordance with its transition assistance services
("Transition Assistance")as set forth in Schedule B.
(d) Purchaser 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 Purchaser's possession or control.
4.4 Survival. The following provisions will survive any termination or expiration of this Agreement:
Section 2.7 ("Purchaser 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"),
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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 Purchaser,
any non-public information or material regarding Purchasers legal or business affairs, financing,
customers, properties or data. Notwithstanding any of the foregoing, Confidential Information does
not include information which: (i) is or becomes public knowledge without any action by, or
involvement of, the party to which the Confidential Information is disclosed (the"Receiving Party");
(ii)is documented as being known to the Receiving Party prior to its disclosure by the other party(the
"Disclosing Party"); (iii) is independently developed by the Receiving Party without reference or
access to the Confidential Information of the Disclosing Party and is so documented; or (iv) is
obtained by the Receiving Party without restrictions on use or disclosure from a third person who did
not receive it, directly or indirectly, from the disclosing party.
5.2 Use and Disclosure of Confidential Information. The Receiving Party will, with respect to any
Confidential Information disclosed by the Disclosing Party before or after the Effective Date: (i) use
such Confidential Information only in connection with the Receiving Party's performance of this
Agreement;(ii)subject to Section 5.4 below,restrict disclosure of such Confidential Information within
the Receiving Party's organization to only those of the Receiving Party's employees and independent
contractors who have a need to know such Confidential Information in connection with the Receiving
Party's performance of this Agreement and (iii) except as provided herein, not disclose such
Confidential Information to any third party unless authorized in writing by the Disclosing Party to do
so.
5.3 Protection of Confidential Information. The Receiving Party will protect the confidentiality of any
Confidential Information disclosed by the Disclosing Party using at least the degree of care that it
uses to protect its own confidential information (but no less than a reasonable degree of care).
5.4 Employee and Independent Contractor Compliance. The Receiving Party will, prior to providing
any employee or independent contractor access to any Confidential Information of the Disclosing
Party, inform such employee or independent contractor of the confidential nature of such Confidential
Information and require such employee or independent contractor to comply with the Receiving
Party's obligations hereunder with respect to such Confidential Information.
5.5 Required Disclosures. If a party is requested to disclose any of the other party's Confidential
Information pursuant to any judicial or governmental order,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 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, Purchaser 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 any RFP)within 24 hours of receipt of the request and provide
Mark43 with at least twenty-one(21)days'notice before disclosing any such records. Without limiting
the foregoing,and unless prohibited by law, Purchaser further agrees to indemnify and hold harmless
Mark43, its Affiliates, and each of their officers, directors, managers, shareholders, members and
employees from all claims, liabilities, costs and expenses (including without limitation, reasonable
attorneys'fees and expert and consulting fees), incurred or expended by Mark43 in connection with
a request for the disclosure of Confidential Information of Mark43 or Purchaser Data. Mark43
acknowledges that it will meet its responsibilities under Florida Public Records Law, Chapter 119.
5.6 Information Collected Through SaaS Services. Purchaser is solely responsible for compliance
with applicable laws related to the manner in which Purchaser chooses to use the Services,including
Purchaser's transfer and processing of Purchaser Data. Purchaser 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,
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which may include personal identifying information. Purchaser 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.
Purchaser may revoke its consent to Mark43's collecting and using such data at any time by written
notice to Mark43; provided, however, that Purchaser agrees that such revocation of consent may
impair or render impossible the Purchaser's use of the SaaS Services.
5.7 CJIS Standards; Employee Background Checks.
(a) Purchaser 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, provided that such Hosting
Provider may be changed upon the approval and agreement of Mark43 and Purchaser of another
Hosting Provider. Purchaser 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, Purchaser may need the consent of Hosting Provider to
obtain any records or information from Hosting Provider.
(b) Purchaser will have the opportunity to run background checks on Mark43 employees that will
have direct access to Purchaser Data in the production environment (such employees, the
"Covered Employees"), provided that Mark43 may assume that a Covered Employee has been
cleared by Purchaser if Mark43 does not receive an adverse response from Purchaser 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. Purchaser
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. Purchaser 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. Purchaser 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 Purchaser 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 PURCHASER'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 PURCHASER 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
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 PURCHASER 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.
7.3 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 Purchaser 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 Purchaser(a)promptly notifying
Mark43 of the claim, (b) providing Mark43 with reasonable cooperation in the defense of the claim
when Purchaser 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 Purchaser's prior written consent, which consent will not be unreasonably
withheld,and that Purchaser 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 Purchaser or its users,employees or contractors;(t)claims brought
by Purchaser 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 Purchaser hereunder, when used
in connection with the SaaS Services or any customization or configuration made to the SaaS Service
proposed by or provided by Purchaser 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 Purchaser. Except where prohibited by law, Purchaser will defend, indemnify
and hold harmless Mark43 and its Affiliates, and each of their officers, directors, managers,
shareholders, members and employees from any and all claims, liabilities, costs and expenses
(including reasonable attorney's fees and expert and consulting fees)in connection with (1)any third
party claim arising from or relating to (i) any allegation that any data, product specifications,
information or materials provided by Purchaser hereunder, including, without limitation, the
Purchaser 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 Purchaser
8
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
Purchaser, any Authorized User, or any Affiliate, employee, agent or independent contractor of
Purchaser; or (iii) Purchaser's breach of this Agreement; provided, however, that the foregoing
obligations shall be subject to Mark43 (x) promptly notifying Purchaser of the claim, (y) providing
Purchaser with reasonable cooperation in the defense of the claim and (z)providing Purchaser with
sole control over the defense and negotiations for a settlement or compromise; provided, however,
that Purchaser 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 Purchaser's request; (III)Purchaser'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 Purchaser 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, Purchaser 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 Purchaser reaffirms that it will honor its
indemnification obligations as provided herein.
9. MISCELLANEOUS.
9.1 Notices. Unless otherwise specified herein, all notices and other communications between the
parties required or permitted by this Agreement or by Applicable Law,will be deemed properly given,
if given by (i) personal service, (ii) registered or certified mail, postage prepaid, return receipt
requested, or (iii) nationally recognized private courier service, to the respective addresses of the
parties set forth below or such other addresses as the respective parties may designate by like notice
from time to time. Notices so given will be effective upon (a) receipt by the party to which notice is
given; or(b)on the fifth (5th) business day following mailing,whichever occurs first:
If to Mark43: If to Miami Gardens Police Dept.:
Mark43, Inc. City of Miami Gardens
250 Hudson Street 18605 NW 27"'Avenue
31d Floor Miami Gardens, FL 33056
New York, NY 10013 Attn: Cameron Benson
Attn: David Jochim Email: cbenson@miamigardens-fl.gov
Email: dave@mark43.com
Copy to:
Copy City of Miami Gardens
Mark433,, Inc. 18605 NW 271 Avenue
250 Hudson Street Miami Gardens, FL 33056
N Floor Attn: Sonja Dickens
Attn: Generaall 10013 Counsel
New York, Email: sdickens@miamigardens-fl.gov
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
9
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.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 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
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 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 Purchaser 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 Purchaser 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.
10
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. Purchaser shall ensure that its use of all Purchaser 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 Purchaser or
the End User Data covered by this Agreement. "Applicable Laws" means all applicable provisions
of all (x) constitutions, treaties, statutes, laws (including the common law), rules, directives,
regulations, ordinances, codes or orders of any governmental authority and (y) orders, decisions,
injunctions, judgments, awards and decrees and consents of or agreements with any such entity.
Each party shall comply with local anti-bribery laws as well as the U.S. Foreign Corrupt Practices
Act, as well as any other applicable laws and regulations. In connection with its performance under
the Agreement, neither party shall directly or indirectly: (A) offer, pay, promise to pay, or authorize
the payment of any money, gift or other thing of value to any person who is an official, agent,
employee, or representative of any government or instrumentality thereof or to any candidate for
political or political party office,or to any other person while knowing or having reason to believe that
all or any portion of such money, gift or thing of value will be offered, given, or promised, directly or
indirectly,to any such official,agent,employee,or representative of any government or political party,
political party official or candidate; (B)offer, promise or give any person working for, or engaged by,
the other party a financial or other advantage to(i)induce that person to perform improperly a relevant
function or activity; or (ii) reward that person for improper performance of a relevant function or
activity;or(C)request,agree to receive or accept any financial or other advantage as an inducement
or a reward for improper performance of a relevant function or activity in connection with this
Agreement. Each party represents and warrants that it shall be responsible for compliance with this
provision by all third parties engaged by it to perform services related to this Agreement and shall
require that such third parties agree to comply with all legal requirements required of such parry under
this Agreement.
9.14 Certain Waivers Unenforceable. Purchaser 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 Purchaser's real property or property(such as vehicles)that is owned or controlled by
Purchaser, or in the course of performing a ride-along or comparable activity with Purchaser's
personnel. Purchaser 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 Terms
• Schedule E: Data Processing Addendum
This Agreement and the Supporting Documents shall be construed to be mutually complimentary
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. [PURCHASER]
By: By:
Name: Name:
Title: Title:
Date: Date:
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. LexisNexis Crime and Persons Data Search
b. Apprisse eCrash
c. Police to Citizen Capability—Website PDF
d. Thinkstream County Arrest Form
e. Tracker Products—Property and Evidence
f. IA Pro
3. RMS Interface Control Documentation
4. RMS Data Conversion Study
5. RMS Data Conversion (Mark43 will create searchable PDF files for legacy data)
a. Reports
b. Master Name Index
6. RMS Configuration
7. RMS Interface Testing
8. RMS Functional Testing
9. RMS Trainer Training
10. RMS Cutover Support
11. CAD Interface Development(Subject to consent and cooperation of the third parties)
a. Live Earth
b. ShotSpotter
c. Genetec Cameras
12. CAD Configuration
13. CAD Interface Testing
14. CAD Functional Testing
15. CAD Trainer Training
16. CAD Cutover Support
ii. Post-implementation Phase
1. TBD
iii. Optional Professional Services:
1. TBD
b. SaaS Services:
i. The Applications to be provided are described as follows:
1. Mark43 Records Management(RMS)
Report Writing
• In-station and mobile field reporting
• Incident, Offense and Arrest Reports
• Field Contact Reports
• Use of Force Reports
• Active Error Validation
• Smart Duplicate Data Entry Logic and Prevention
• Unlimited Report Attachments
• Auto-Validation of Fields, Locations and People
• Word Processing Tools
• Context Sensitive Report Export Formats
• Fully Report Audit History
• Email and In-App Notifications
• User Specific Reports Dashboard
13
Case Management
• Seamless Report Import
• Active Master Entity Sync
• Unlimited Case Attachments
• Dashboard for Case Tracking
• Configurable Task Lists by Case Type
• Dynamic Master Entity Profiles
• Email and In-App Notifications
• Context-Sensitive Case Export Formats
Warrant Management
• Linked Incident/Arrest Reports,Warrants, and Entity Records
• Dashboard for Warrant Tracking and Management
• Configurable Warrant Number Format, Fields and Permissions
• Context-Sensitive Warrant Export Formats
Stat Reporting and Crime Analysis
• Active Error Detection
• Automatic NIBRS Code Mapping
• Integrated NIBRS Workspace for Report Creation
• Advanced CAD, RMS and Entity Search
• Multi-Input and Fuzzy Match Search Filters
• Comprehensive Analysis Filters
System Administration
• Configurable Permissions& Roles for Individual Users& Records
• Configurable Fields, Statutes, Codes&Validation Rules
• Shapefile Import
• Configurable Street&Location Aliases
• Configurable Department Alerts&Notifications
• IP Address Whitelisting&Blacklisting for Enhanced Security
• Open API for Third-Party Connections
• Custom Units,Teams and User Roles
• Automatic UCR&NIBRS coding
• Permission-based Read/Write Privileges
2. Mark43 Computer Aided Dispatch (CAD)
Dispatcher
• Individualized Workstation Setup
• Unit Management and Monitoring
• Auto Complete Verified Event Locations&ANI/ALI Data
• Prominent Alerts for New Information
• Configurable Command Line Functionality
• Bi-Directional Syncing of Historical RMS Data
• Multi-Layered AVL Map View
• Real-Time Event Chat
• Override Ability for Unit Recommendations
• Event Management
First Responder(Mobile)
• Seamless RMS Report Generation
• Prominent Alerts for New Information
• Bi-Directional Syncing of Historical RMS Data
• Real-Time Event Chat
• Multi-Layered AVL Map View
• Automatic&Manual Status-Setting Ability
• Automatic Vehicle Location Mapping (Integration)
14
• In-App Messaging
System Administrator
• Desktop, Laptop&Tablet Agnostic
• Web-Based&Installed Application Options
• Vendor-Free Configurations
• Scheduling System Integration
• Seamless Data Exchange for External Databases
• Full Event Log
• IP Address Whitelisting& Blacklisting for Enhanced Security
• Open API for Third-Party Connections
3. Mark43 CAD Data Exchange[optional Application]
a. If agreed by the Parties, Mark43 or a partner/subcontractor will connect the Mark43 Public
Safety Platform to Federal, state and local criminal justice data sources. The Data Exchange
query will be limited to FCIC/NCIC and other databases(including DAVID)that can be
accessed directly through the state message switch via the Mark43 CAD. 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 Purchaser elects to
purchase,the Parties agree to evaluate the requirements together and agree on a time frame
for completion. Purchaser is responsible for determining which of these downstream data
feeds will continue to receive information at cutover. Purchaser,with the consent of Mark43, is
also responsible for determining the policies and procedures surrounding interfaces between
Mark43 Applications and third-party databases.
b. Purchaser understands and agrees that third party service providers and Mark43 may impose
additional license,warranty and other terms on Purchaser. Purchaser 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. Purchaser shall further comply with any hardware requirements of any
third party service provider delivered in connection with this Agreement.
4. Mark43 Data Lake[optional Application]
a. If Purchaser 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.
Purchaser understands and agrees that third party service providers may impose additional
license,warranty and other terms on Purchaser. Purchaser 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.
5. Mark43 Business Intelligence(BI)Suite[optional Application]
a. If Purchaser elects to purchase Mark43 BI Suite,the Parties agree to evaluate the
requirements together and agree on a time frame for completion.Additional charges will apply.
Purchaser understands and agrees that third party service providers may impose additional
license,warranty and other terms on Purchaser. Purchaser 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 the three year period commencing on the Effective Date.
3. Renewal Terms. For the first Renewal Term, Purchase shall have the option to renew for one additional two(2)
year period (the"Renewal Term Option Period") upon notice to Mark43 prior to the expiration of the Initial
Term. Any subsequent Renewal Terms shall be for a period of 1 (one)year.
4. Fees:
15
Offered Price Offered (One-
Mark43
Breakdown :
Mark43 RMS $247,200 $111,240 N/A
Mark43 CAD $181,200 $99,660 N/A
Mark43 Data Lake $20,000 $0 N/A
Mark43 BI Suite $20,000 $0 N/A
Subtotal -Mark43 SaaS Services Fee: $468,400 $210,900 N/A
:OfferedMark43 Professional Services Fees -Price • (One-
Breakdown ,(Annual) Time)
Data Migration (PDF Reports +Mapped Master
Name Index) $70,000 $0 $35,000
Implementation Services - $0 $10,000
Support and Maintenance- Mark43 Application
Maintenance - $0 $0
Support and Maintenance- Interfaces $18,000 $0 $0
Interface Development: Genetec Cameras $25,000 $0 $11,250
Interface Development: LexisNexis Crime&
Persons Data Search $25,000 $0 $11,250
Interface Development: ShotSpotter $25,000 $0 $11,250
Interface Development:Apprisse eCrash $25,000 $0 $11,250
Interface Development: Police To Citizen
Capability-Website PDF $25,000 $0 $11,250
Interface Development: Thinkstream (County
Arrest Form) $25,000 $0 $11,250
Interface Development: Tracker Products(Prop&
Evid) $50,000 $0 $22,500
Interface Development: Live Earth $25,000 $0 $11,250
16
Interface Development: IA Pro $25,000 $0 $0
Credit(IA Pro Allocation) - $0 ($15,500)
Subtotal -Mark43 Professional Services Fees: $338,000 $0 $130,750
BreakdownPartner Product or Professional Services - Offered Price Offered Price(One-
$9,744
(Annually)+
Mark43 CAD Data Exchange (CommSys $800 (One-
ConnectCIC) Time) $0 $800
Subtotal -Mark43 SaaS Services Fee: - $0 $800
Mark43 Pricing is based on 206 sworn officers employed directly or indirectly by the Purchaser at the time the
Order Form is signed. In the event that the Purchaser increases its number of sworn officers during the Term by
more than 10 percent(10%),then the annual SaaS Services Fee shall increase by$1,023 per sworn officer in
excess of 227 sworn officers.
Mark43 will notify Purchaser of any changes to the Fees for a Renewal Term at least forty-five(45)days prior to
the start of the Renewal Term.
5. Payment Schedule. Purchaser will pay the Fees on the following schedule:
a. Initial Term and Renewal Term Option Period: Fees will be paid on the following schedule:
Mark43 SaaS and Professional Services
Payment - D_ -
Invoiced on Project Kickoff $15,000
Invoiced on October 15, 2019 (Delayed Payment from the Effective Date due to Purchaser's
Fiscal Year) $327,450
SaaS Services Fee due on October 15, 2020 $210,900
SaaS Services Fee due on October 15, 2021 $210,900
SaaS Services Fee for Year One of the Renewal Term Option Period, if exercised, due on
October 15, 2022 $210,900
SaaS Services Fee for Year Two of the Renewal Term Option Period, if exercised, due on
October 15, 2023 $210,900
Total Fees: $1,186,050
b. Renewal Term: Fees for any Renewal Term (other than the Renewal Term Option Period)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
17
support,troubleshooting, error identification, isolation and remediation, and other assistance directly to
Purchaser and its Authorized Users to support Purchaser'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 Purchaser in writing of any changes no less than 5 days in
advance. Mark43 shall provide Purchaser 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 Purchaser with respect to this Agreement will be Josh Seiden
Qosh.seiden@mark43.com)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
Purchaser 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 Purchaser's account for the unavailable RMS as follows:
Cleo
RYS A
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 Purchaser'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 Purchaser); (b)acts or omissions of
Purchaser or any Purchaser user of the RMS; (c)server downtime related to connectivity issues
resulting from Third Party-managed VPN access to hosted server or Purchaser internal network
problems; (d)defects or bugs in the Applications or Software caused by Purchaser, any Authorized
User, or any Affiliate, employee, agent or independent contractor of Purchaser; or(e)any other
cause(s)beyond Mark43's reasonable control, including but not limited to those caused by Third Party
Data services(e.g. Department of Motor Vehicles license plate database), Third Party Components,
overall internet congestion or a force majeure. Purchaser 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 Purchaser 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 Purchaser 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 Purchaser$8.33 in credit for the month in which RMS Availability fell to 99.5%.
18
In order to receive this credit, Purchaser 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 Purchaser whether such claim request is approved or denied.
The issuance of RMS Service Credit by Mark43 hereunder is Purchaser'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
Purchaser no less than 99.9% 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 Purchaser 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"),
Purchaser shall identify the CAD Error as a Severity Level 1, 2, or 3 (each defined below) based on
Purchaser'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
Purchaser, 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 Purchaser 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 Purchaser cannot come to such joint determination despite such good faith cooperation,
Mark43's determination shall control. Purchaser 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 Purchaser 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 Purchaser within
the timeframes in the chart set forth below,as measured from the earlier of the time that Purchaser notifies
Mark43 or Mark43 first becomes aware of a CAD Error. Mark43 shall provide Purchaser 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 Purchaser 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 Purchaser by Mark43.
1. "Severity Level 1 CAD Error" means any CAD Error that, for fifty percent (50%) or more of
Purchaser's dispatchers, renders the CAD or any material portion thereof inoperative, or materially
impairs use of the CAD in a production environment. Examples of Severity Level 1 CAD Errors
include, without limitation, situations in which the CAD are inoperable and causing dispatchers to
experience a total loss of service,continuous or frequent instabilities,a loss of connectivity or inability
to communicate as intended,or there is an inability to process transactions,the creation of a hazard
or emergency, or the inability to use a primary feature or function of the CAD.
2. "Severity Level 2 CAD Error" means any CAD Error that, for fifty percent (50%) or more of
Purchaser'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
Purchaser'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.
19
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Continuous best Immediate, but Every 3 hours
efforts,24 hours in no event to prior to a Work
1 per day, 7 days exceed 30 6 hours 3 calendar days Around and every
per week minutes calendar day
thereafter
Commercially Every 6 hours
reasonable efforts, prior to a Work
2 24 hours per day, 1 hour 24 hours 5 calendar days Around and every
7 days per week calendar day
thereafter
Commercially Every 2 Business
reasonable efforts, Days prior to a
3 during normal 1 Business Day Days DBusiness Days 20 Business Work Around and
business hours Devery 5 Business
Days thereafter
CAD Service Credits. Mark43's failure to meet the CAD services levels set forth in Section 7(b) during any
calendar month of a Regular Usage Period entitles Purchaser to Fee credits (the "CAD Service Credit(s)")
calculated as set forth below. Any CAD Service Credits owed to Purchaser hereunder shall offset against any
subsequent Fees owed by Purchaser and shall be Purchaser'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 Purchaser
five percent(5%)of the portion of the Fees attributable to CAD Services in the calendar month in which such
CAD service level failure occurs. The applicable CAD Service Credits will be applied to the next invoice. Only
one CAD Service Credit for failure to meet the applicable service level shall be granted for each Service in a
calendar month of the Regular Usage Period.
c. Service Levels for Integrated Third Party Software. Notwithstanding anything else to the contrary
contained herein, Mark43 shall be responsible for any downtime of or related to the Applications or Integrated
Third Party Software(as defined below)that is caused by Integrated Third Party Software solely to the extent
specified in this Section 7(c). Credit Percentages Service Credits referenced elsewhere in this Agreement
shall not apply to downtime caused by Integrated Third Party Software or the integrations or connections to
Integrated Third Party Software.
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 Purchaser'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 247 basis, excluding any scheduled maintenance of the Integrated
Third Party Software (whether scheduled by Mark43 or by the third party provider, the "Integration
Scheduled Downtime"); provided, however, that Mark43 shall not be responsible for downtime caused
by upgrades or updates to Integrated Third Party Software of which Mark43 does not receive the requisite
advance notice, and such downtime will not count against the service levels promised herein. Mark43
agrees that it shall schedule any Integration Scheduled Downtime on minimal traffic days whenever
possible. The Parties further agree that Mark43 shall not schedule in excess of 90 minutes of Integration
Scheduled Downtime in during any 30-day period. Mark43 shall provide Purchaser 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 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. Purchaser 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.
20
iii. Responsibilities for Planned Upgrades. Purchaser 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
14
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 Purchaser for download. Purchaser 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 Purchaser's new records management
system by the Purchaser or its new vendor.
1. Preparation
a. The Purchaser 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 Purchaser to access a web-based storage platform to retrieve
Purchaser documents and Records(the"Transition Account").The Transition Account will be available to
Purchaser 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 intemet on the Cutoff Date.
3. Support
a. Mark43 will maintain Purchaser data in Mark43 for up to 1 year following the Cutoff Date.
b. Mark43 will maintain Purchaser 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 Purchaser 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 Purchaser Data from all Mark43 online systems, all Purchaser
Data will be erased from database backups.
f. Notwithstanding the foregoing, Mark43 reserves the right to retain Purchaser 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 Purchaser 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+, Mac OS X 10.X Windows 10, Mac OS 10.X
Processor 1x dual-core processor 1 x quad-core processor or greater
Architecture x64/x86 x64
Memory 4 GB 6 GB+
Network Card 1x 2 Mbps+ NIC 1x 10 Mbps+ NIC
Display(s) 1x 1024x768 1x 1920x1080
Hard Drive 1 GB available space 5 GB available space
Graphics Card N/A N/A
Bandwidth 2 Mbps 5 Mbps+
1.2 RMS Workstation Site Internet Requirements
Mark43 RMS operates as a single-page application where most of the heavy download load is needed only on initial
page load for each user. For RMS, Mark43 recommends an overall intemet bandwidth connection of 1+Mbps per
concurrent user using that connection.Actual performance and usage may vary depending on user usage of other
intemet-connected applications and your ISP.
1.3 RMS 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 1x 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+
Hard Drive 1 GB available space 5 GB available space
Graphics Card N/A N/A
Bandwidth 2 Mbps(4G LTE) 5 Mbps+(4G LTE)
1.4 RMS Browser Requirements
Mark43 RMS is web-based and requires a modem web browser to access the system. Mark43 RMS supports the
following browser versions that receive technical support and security updates from the browser vendor.
• Google Chrome(latest)
• Microsoft Edge(latest)
• Mozilla Firefox(latest)
23
As of 6/1/19, Mark43 RMS also supports Microsoft Internet Explorer 11, but IE11 support will be phased out in 2020.
1.5 RMS Smartphone Mobile Application Requirements
The Mark43 RMS Smartphone Mobile Application is available on iOS.
Item (iOS) Supported Recommended
Operating System Apple iOS 10+, 11, 12 Apple iOS 12
Device iPhone 6,6 Plus,6S, 6S Plus iPhone XS
iPhone SE iPad gen 6
iPhone 7, 7 Plus
iPhone 8,8 Plus
iPhone X,XS, XS Max,XR
iPad Air 2, 3rd gen
iPad Mini 3,4, 5th gen
iPad Pro 1st gen, 2nd gen, 3rd gen
iPad 5th gen,6th gen
1.6 Evidence Smartphone Mobile Application Requirements
The Mark43 Evidence Smartphone Mobile Application is available on iOS and Android.
Item (iOS) Supported Recommended
Operating System Apple iOS 10, 11, 12 Apple iOS 12
Device iPhone 6,6 Plus,6S,6S Plus iPhone XS
iPhone SE iPad gen 6
iPhone 7, 7 Plus
iPhone 8,8 Plus
iPhone X,XS, XS Max,XR
iPad Air 2, 3rd gen
iPad Mini 3,4, 5th gen
iPad Pro 1 st gen, 2nd gen, 3rd gen
iPad 5th gen, 6th gen
Item (Android) Supported Recommended
Operating System Android 5+ Android 9
Device Samsung Galaxy S7+ Samsung Galaxy S10
1.7 Evidence Barcode Printer Requirements
The Mark43 RMS Property and Evidence module requires a barcode printer to optimize the evidence management
process. Mark43 integrates seamlessly with Zebra barcode printing hardware and requires the following printer:
ZD420 model number ZD42043-001 EOOEZ
2000T label
5095 Premium Resin ribbon (05095CT11007)
o Ribbon roll-only(05095GS11007)
Deviating from this hardware configuration will lead to smeared, stretched or otherwise incorrectly printed barcode
labels. For departments with multiple printers, Mark43 recommends purchasing the same model for all locations.
1.8 Evidence Printer Server Requirements
24
In order for Mark43 RMS to communicate with the barcode printers, an intermediate server to route printing requests
is required.This machine can be the same machine as the Interface Servers specified below or standalone in which
case it will need the following specifications:
Item Minimum Recommended
Processor 2x 2.0+GHz processors 2x 2.0+GHz processors
Memory 2 GB 4 GB+
Hard Drive 32 GB HDD storage 64 GB HDD storage
2. MARK43 CAD
2.1 CAD Call Taker/Dispatcher Workstations
Mark43 recommends solely using the Mark43 CAD installed desktop application for CAD call takers and dispatchers.
The installed application allows for multi-window functionality and a more seamless user experience for power-users
of the CAD application.
Item Minimum Recommended
Operating System Windows 7+, Mac OS X 10.X Windows 10, Mac OS 10.X
Processor 1x dual-core processor 1x quad-core processor or greater
Architecture x64 x64
Memory 4 GB 8 GB+
Network Card 1x 5 Mbps+ NIC 1x 10 Mbps+NIC
Display(s) 1x 1024x768 monitor 2x+ 1920x1080 monitors
Hard Drive 2 GB available space 10 GB available space
Graphics Card 128MB of video memory 2x 512MB NVIDIA Quadro NVS
310,4 MON
Bandwidth 5 Mbps 10 Mbps+
2.2 CAD Call Taker/Dispatcher Workstation Site Internet Requirements
For CAD, Mark43 recommends an overall internet bandwidth connection of 2+Mbps per concurrent user using that
connection and a backup ISP connection with automatic failover.Actual performance and usage may vary depending
on user usage of other internet-connected applications and your ISP.
2.3 CAD First Responder Mobile Data Terminal Requirements
Item Minimum Recommended
Operating System Windows 7+ Windows 10
Processor 1x dual-core processor 1x dual-core processor or greater
Architecture x64 x64
Memory 2 GB 4 GB+
Network Card 2 Mbps(4G LTE) 5 Mbps+(4G LTE)
Display(s) 1 x 1024x768 1x 1024x768+
Hard Drive 1 GB available space 5 GB available space
Graphics Card 128MB of video memory 256MB+video memory
Bandwidth 2 Mbps+ (4G LTE) 5 Mbps+(4G LTE)
Mark43 CAD also requires installing a Windows Service on First Responder MDTs to query message switches,track
GPS, monitor performance,and more.This Windows Service requires:
• Powershell installed with Windows 7+
25
• .NET Core v2.1+
• NET Framework v4.5+
• A service account with"Log in as service"permissions
• Admin access during installation
• Completion of all recommended Windows Updates from Microsoft
2.4 CAD Browser Requirements
Mark43 CAD is also web-based and requires a modem web browser to access the system. Mark43 CAD is only
supported on the latest version of Google Chrome.
2.5 GPS Tracking
Mark43 CAD First Responder MDTs support tracking GPS from the following hardware:
• Getac machines with internal GPS (BAUD rate of 96k)
• BU-35354 receivers that plug in
• Cradlepoint routers
GPS Tracking also requires:
• GPS Receiver using NMEA standard(e.g. $GPxxx messages)
• Dedicated COM port on machines that use external USB GPS devices
• External Antenna strongly recommended
3. MARK43 ANALYTICS
3.1 Data Lake Requirements
Mark43 Data Lake is a Microsoft SQL Server Database and requires a database client that receives technical support
and security updates from the vendor. Mark43 recommends using Microsoft SQL Server Management Studio.
3.2 Business Intelligence Suite Requirements
Mark43 Business Intelligence Suite runs embedded within Mark43 RMS and therefore has the same browser
requirements as Mark43 RMS.
4. MARK43 DATA EXCHANGE
The Mark43 Data exchange functionality is enabled through either the RMS or CAD applications.Additional interface
servers may be required to support Mark43 Data Exchange data flows, depending on the department's size and
complexity.
5. MARK43 INTERFACE SERVERS
5.1 Server Requirements
Interface servers are on-premise servers that Mark43 uses to run integrations developed by Mark43.These servers
allow Mark43 integrations to access on-premise Subscriber systems. Mark43 supports these servers from the VM up
and ensures that interfaces running on these servers are maintained and monitored.The table below outlines
Mark43's minimum required and recommended server specs for an interface server setup.
26
Item Minimum Recommended
Number of servers 1 2+
Operating System Ubuntu 16.04 Ubuntu 16.04
Processor 1x quad-core processor 2x quad-core processor
Architecture x64 x64
Memory 8 GB 16 GB+
Network Card 1x 100 Mbps NIC 2x 1 Gbps+ NICs
Display(s) N/A N/A
Hard Drive 250 GB available space 500 GB available space
Graphics Card N/A N/A
Bandwidth 2 Mbps(4G LTE) 5 Mbps+(4G LTE)
5.2 Support
The preferred model is that Subscriber provision these servers and maintain them from hardware/vm up through the
operating system. Mark43 will maintain the application software installed on this server,which consists of:
Docker,which runs all the application software in an easily manageable way
• Rancher, which orchestrates and applies updates to the scripting logic that the Docker containers
run
Subscriber may choose to install other software(e.g. monitoring software)on this server as long as it does not interfere
with the operation of the Mark43 provided applications.
5.3 Releases
The Docker containers running on the interface server update themselves as part of the normal Mark43 release
cycle. This is to ensure compatibility with any API changes made to the internal Mark43 API.
5.4 Maintenance
If Subscriber needs to apply patches to the interface server this can be done safely by rotating servers in&out.
Mark43 does ask to be notified when this happens,to ensure the Docker service running the integration scripts
restarts successfully when the server is restarted.
5.5 Networking/Firewall Setup
Inbound:
• SSH over client VPN
• HTTPS over client VPN
• All other IPs/ports inbound from public internet should be closed
Outbound:
• TCP 443,5000 to 0.0.0.0/0
VPN:
• Mark43 will SSH to this server over the Subscriber VPN to install Docker and do any maintenance tasks that
can't be completed by the automatic script updates
User Accounts:
• Mark43 will need sudo access on this server to do the Docker installation.
Assigning Static IP Addresses:
• Subscriber will need to take the following steps:
1. Log in to the server with the username and password.
2. Enter the following command sudo nano/etc/networkrinterfaces
27
3. Delete the line iface enol inet dhcp
4. Add the following lines. Replace the text in<>with your network appropriate information.We recommend
using 8.8.8.8 and 8.8.4.4 for your DNS server:
iface enol inet static
address<ip address>
netmask<subnet mask>
gateway<default gateway>
dns-search <DNS search domain>
dns-nameservers<dns server> <optional secondary dns server>
5. Type control+x to exit
6. Press y to save
7. Press enter to confirm the name/etc/networtJnterfaces.
8. Type sudo reboot to restart the server.
28
SCHEDULE D
Additional Terns
L 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: haps:!policies.google.com/privacv?hl=en&gl=us
Acceptable Use: hftl)s:Henterprise.google.com/maps/terms/universal aup.html
Amazon:
Universal Service Terms: https://aws.amazon.com/service-terms/
Acceptable Use: https://aws.amazon.com/aup/
Microsoft:
To be provided, if applicable.
ii. Subcontractors:
Purchaser consents to Mark43's use of the following subcontractors:
CommSys:Terms to be provided.
29
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 Purchaser Data as authorized by the Agreement or
otherwise in writing by Purchaser.
2. Purchaser Data. The obligations in this Exhibit apply to Purchaser Data in the custody or control of Mark43
and its Subprocessors. They do not apply to Purchaser Data in the custody or control of any other party,
including Purchaser Data under Purchaser's custody or control outside of the Services or Purchaser Data
maintained by a Third Party Provider or transmitted or accessed on or through a Third Party Application.
3. Disclosure. Mark43 will not disclose Purchaser 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 Purchaser 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, Purchaser acknowledges and agrees that(a) Mark43 utilizes major providers of cloud-based
services for processing certain Purchaser 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 Purchaser
Data from unauthorized access, disclosure, use, modification, loss or destruction.
5. Access. Mark43 will maintain appropriate access controls to Purchaser Data, including limiting access to
Purchaser Data only to personnel who require such access in order for Mark43 to provide Services to
Purchaser or to otherwise exercise Mark43's rights or perform Mark43's obligations under the Agreement.
Mark43 will require its personnel to protect Purchaser 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 Purchaser 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 Purchaser Data that Mark43: (i)
transmits or sends wirelessly or across public networks; (ii)stores on laptops or removable storage
media; and (iii)stores on portable devices,where technically feasible. Mark43 will safeguard the
confidentiality and availability of all encryption keys associated with encrypted Purchaser Data.
d. Mark43 installs and maintains endpoint security measures such as anti-virus and malware
protection software intended to protect Purchaser 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 Purchaser promptly
(and in any event within 72 hours) in the event Mark43 reasonably believes that there has been any
unauthorized access,acquisition, disclosure, use, modification, loss or destruction of Purchaser Data
30
("Security Incident"). Mark43 will promptly investigate the Security Incident, will take necessary steps to
eliminate or contain the exposure of Purchaser Data, and will keep Purchaser informed of the status of the
Security Incident. Mark43 will provide reasonable assistance and cooperation requested by Purchaser or
Purchaser's designated representatives to correct, remediate, or investigate the Security Incident or to
mitigate potential damage resulting from it, including any notification that Purchaser 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 Purchaser's request, Mark43 will make available to Purchaser 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, Purchaser 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 Purchaser 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 Purchaser
Data and will take reasonable steps to return or destroy Purchaser Data according to the timeframes set out
in Schedule B of the Agreement. If Mark43 has any legal obligation to retain Purchaser Data beyond the
periods otherwise specified by Schedule B, Mark43 will notify Purchaser in writing of that obligation, to the
extent permitted by applicable law, and will return or destroy the Purchaser 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 Purchaser Data, Mark43 will take all reasonable steps to do so
by: (a) shredding; (b) permanently erasing and deleting, (c) degaussing: or(d)otherwise modifying
Purchaser Data in such records to make it unreadable, unreconstructable and indecipherable.
11. Location of Purchaser Data. Purchaser Data stored or transmitted through the SaaS Services in
Purchaser'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 Purchaser Data but such Cloud Provider may be changed
upon the approval and agreement of Mark43 and Purchaser of another Cloud Provider. Information about
AWS's commitment to support customers' CJIS compliance requirements is available here:
htttps_laws amazon.com/compliance/ciis/.
31
RESOLUTION NO. 2020-003-3402
A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF
MIAMI GARDENS, FLORIDA, ACCEPTING A NINETY-NINE
THOUSAND NINE HUNDRED AND ELEVEN DOLLARS AND
FIFTY-THREE CENTS ($99,911.53) PROJECT SAFE
NEIGHBORHOODS GRANT AWARD FROM THE
DEPARTMENT OF LAW ENFORCEMENT OFFICE OF
CRIMINAL JUSTICE; AUTHORIZING THE CITY MANAGER TO
EXECUTE ANY AND ALL DOCUMENTS RELATED TO THE
ACCEPTANCE OF THIS AWARD; PROVIDING FOR THE
ADOPTION OF REPRESENTATION; PROVIDING FOR AN
EFFECTIVE DATE.
WHEREAS, the United States Attorney's Office of the Southern District of Florida
identified the City of Miami Gardens ("City") as a Targeted Enforcement Area (TEA),
and
WHEREAS, violent crimes diminish the quality of life for residents, visitors and
those working within the City, and
WHEREAS, the Miami Gardens Police Department (MGPD) was awarded
Project Safe Neighborhoods grant funding from the Department of Law Enforcement,
Office of Criminal Justice in the amount of Ninety-Nine Thousand Nine Hundred and
Eleven Dollars and Fifty-Three Cents ($99,911.53), and
WHEREAS, the MGPD will use grant funds to reduce, prevent and prosecute
violent criminal offenders by utilizing COMPSTAT data and reports to develop
operational plans, by using investigators to communicate with victims and witnesses of
violent crimes and by reimbursing any overtime costs generated by MGPD personnel,
and
WHEREAS, this grant does not require a match from the City and funds will be
reimbursed by the United States Attorney's Office of the Southern District of Florida but
will not exceed the amount awarded of Ninety-Nine Thousand Nine Hundred and
Eleven Dollars and Fifty-Three Cents ($99,911.53), and
WHEREAS, City Staff recommends that the City Council accept the grant award
from the Department of Law Enforcement, Office of Criminal Justice and authorize the
City Manager to execute any and all documents related to the acceptance of this award,
NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY
OF MIAMI GARDENS, FLORIDA AS FOLLOWS:
Section 1: ADOPTION OF REPRESENTATIONS: The foregoing Whereas
paragraphs are hereby ratified and confirmed as being true, and the same are hereby
made a specific part of this Resolution.
Section 2: ACCEPTANCE OF GRANT/AUTHORIZATION: The City Council of
the City of Miami Gardens hereby accepts the Ninety-Nine Thousand Nine Hundred and
Eleven Dollars and Fifty-Three Cents ($99,911.53) Project Safe Neighborhoods grant
award from the Department of Law Enforcement Office of Criminal Justice and
authorizes the City Manager to execute any and all documents related to the
acceptance of this award.
Section 3: EFFECTIVE DATE: This Resolution shall take effect immediately upon
its final passage.
PASSED AND ADOPTED BY THE CITY COUNCIL OF THE CITY OF MIAMI
GARDENS AT ITS REGULAR MEETING HELD ON J ARY 8, 2020.
(7_A
OLIVER GILBERT, III, MAYOR
ATTEST:
MARIO BATAILLE, CMC, CITY CLERK
PREPARED BY: SONJA KNIGHTON DICKENS, CITY ATTORNEY
SPONSORED BY: CAMERON D. BENSON,CITY MANAGER
Moved by- Councilman Williams
Seconded by: Vice Mayor Harris
VOTE: 7-0
Mayor Gilbert Yes
Vice Mayor/Council Member Harris Yes
Council Member Ighodaro Yes
Council Member Odom Yes
Council Member Leon Yes
Council Member Williams Jr. Yes
Council Member Wilson Yes