MARK43 ~ AG184001 City of Tigard
CONTRACT CHANGE ORDER/ 13125 SW Hall Blvd.
41 AMENDMENT SUMMARY Tigard,Oregon 97223
Phone- (503) 639-4171
FIELD CHANGE ORDER FORM Fax- (503) 684-7297
1; 1 1 J9www.ti and-or. ov
Project Title: Software License and Services Project Manager: Robert Rogers
Agreement between Mark43 and City of Tigard
Contractor: Mark43 Original Contract #: AG184001
Effective Dates: Chane Order/Amendment Amount: $0
Accountin String: 100-4200-54001 Amendment Percentage Running Total: 00 o
AMENDMENT DETAILS
The City needs a mechanism to be authorized to make payments directly to Mark43 now that they are no longer
working with Insight Public Service as their authorized reseller. This amendment accomplishes this.
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
No change to costs $0
Total Cost increase
REASONING FOR CHANGE ORDER/AMENDMENT
When the City initially engaged with Mark43, the vendor used Insight Public Service as an authorized reseller.
Insight was a member of the US Communities consortium, so the City could contract directly and did not have to
go through an RFP process. All payments were made through Insight. Since that time,Mark43 has severed its
relationship with Insight and we need to be authorized to make payments to Mark43 directly.
BUDGET IMPACT AND REQUIRED ACTIONS
No budget impact.
REQUESTING PROJECT MANAGER APPROV CITY STAFF
Signature Signature
5/21/2020
Date Date
Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR
the additional work described below in accordance with the terms
and conditions detailed in the original contract along with all
applicable rules,regulations,and laws that may be in effect for the
work. The unit pricing in the original contract shall apply to all Signature
additional work. A copy of this form, once completed, is to be
forwarded to the Purchasing Office to ensure all changes to the
encumbrances are met. Remember— the cumulative total of
Amendments cannot exceed theproject's FY budget. Date
AMENDMENT NO.3 TO
SOFTWARE LICENSE AND SERVICES
AGREEMENT
This Amendment No.3 to the Software License and Services Agreement(this"Amendment"),is dated as of
May 20,2020,and is by and between Mark43, Inc.,with offices at 250 Hudson Street,3"Floor,New York,
NY 10013 ("Mark43")and the City of Tigard,Oregon,having a place of business at 13125 SW Hall Blvd,
Tigard,OR 97223 ("Subscriber",and together with Mark43,the"Parries,"and each,a"Party").
A. WHEREAS, the Parties have entered into that certain Software License and Services Agreement,
dated as of May 23,2018 and an amendment thereto(as amended,the"Existing Agreement");and
B. WHEREAS,the Parties hereto desire to amend the Existing Agreement to adjust the payee.
NOW,THEREFORE,in consideration of the foregoing and other good and valuable consideration,the
receipt and sufficiency of which are hereby acknowledged,the Parties agree as follows:
1. Services Schedule(SchcdWe A1.
Item 5 Payment Schedule. N-abseriber will Pay the Fees r insi..i,. o,•a�.Sat., In- ..W4-4-+1:
ifUth0fiFed l-htik T4tWt--40-�tzL-.
Subscriber will pay the Fees directly to Mark 43 as described in Section 3.
IN WITNESS WHEREOF,the Parties have executed this Amendment as of the date first written above.
M 3. Inc.
B •
Name:
Title:
City of Tigard,Oregon
B
Name: Martha Wine
Title: 5/21/2020
i
77 171'4rnrd
CONTRACT CHANGE OILDER/ 13123 SW 11.111 Blvd.
Tignd,
Amr-,'NDM:ENT SUMMARY Phone-Corewm(5
03)639_41"l
Fi.FLD Cm ANGE, ORDER F ORA1 Fax-(50 684.72971
hV_�- -�ry
Project'Fide:Soft-ware License and Services Project N lanij±et- Robert Rogers
Ment between Mark43 and City of T
aid
Conh.acror: Nfark43 Original Con�ract -p:1.-�7184�0_17
D."tcs: Clmir,v Ordvt/Amendment lmau;;h_$Z,_240
100-4200-54001 \111codilien—t Percenvioe Runniu Total: 1211-o
AMENDMENT D131 au
i 1 h City of Tigard Police Department is requesting limited access to the.A./ark-13 records management system
(RINILS) Property and F',vidence Module in order to effectively share data between the RNIS SyStLrn and the
existing F&OnQ Property and Evidence database.This contract modification will allow for Police Department
RM'S users (officers) to upload case-specific information about each piece of evidence collected and upload that
seamlessly to the NkOnQ systetn for appropriate tracking and labeling.This is a crucial modification for out
current needs and cannot be worked around.
CHANGE ORDER DETIULS UNIT
QTY UNIT$ TOTAL$
Base Year(year 1) cost increase
Year 2 cost increase $6,048
6,048
Year 3 cost increase
ear i r 4 cost increase $6,048
Year 5 cost increase
$6,048
Total contract cost increase
$30,240
PFAsoNrNG FOR CHANGE CIRDER/AMENDMENT
During original contract negotiation,different technical solutions were proposed and attempted for capturing
property and evidence related information and transferring it to F&O)tQ,During the subsequent Afark-43 RMS
implementation over the past several months,the proposed solution as per Amendment No 1,utilizing limited
access to the .dark 13 Property and Evidence Module and one-way data uploads to FileOnQ has been deemed
both the most cost effectii e and technicall
effective approach. Staff recommend this modification as crucial.
IE i
L_ BUDGET IMPACT AND REQUIRED ACTIONS
The Police Department will absorb the increase in annual costs associated with this contract amendment by
underspending in other areas Nvithin the materials and services o2erating bud Ct.
RFQ'tfnTrNG.PROJE(;0 MANAGER APPROv*1MCITY STAFF
Kathy MCAT Me eA e.X—
.�6ia I V'
atim;
Date
Contr-ictor L aut-wrt�ed by the Otv-v1'TJ'.'1rJ to)perf(wnt
CONTRACTOR
w�)rk 11i"wm in,nzcoid.Lnct xvio) iii,i,-,m
jnd th, Qri,'illJ iorlmcl !]oln. wifil 1411
In in,ffect for file
J1.111 ,11,1pl.1 to all
0;rLiz frzn'c.ncc co'.-.rl'.1,d, r, to b-_
11j.. r', 11u; ry
wv mi _;t. Remember–the cumutati%-C total of
Amendment,cannot exceed the ao Dare
dLc:e ffhtiditet.
AMENDMENT NO. I TO
SOFTWARE LICENSE AND SERVICES AGREEMENT
This Amendment No. 1 to the Software License and Services Agreement(this"Amendment"),is dated as of>—(.. ,
2018,and is by and between Mark43,Inc.,with offices at 28 E.28th Street, 12th Floor,New York,NY 10016("Mark43")
and the City of Tigard,Oregon,having a place of business at 13125 SW Hall Blvd,Tigard,OR 97223("Subscriber",and
together with Mark43,the"Parties,"and each,a"Fad").
A. WHEREAS,the Parties have entered into that certain Software License and Services Agreement,dated as of May
23,2018(the"l xisting Ar recincn_[.");and
B. WHEREAS,the Parties hereto desire to amend the Existing Agreement to add the evidence module to the SaaS
Services being provided,on the terms and subject to the conditions set forth herein.
NOW,THEREFORE,in consideration of the foregoing and other good and valuable consideration,the receipt and
sufficiency of which are hereby acknowledged,the Parties agree as follows:
1. Definitions.Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them
in the Existing Agreement.
2. Amendments to the Existing cement.As of the Effective Date(defined below),the Existing Agreement is hereby
amended or modified as follows:
a. Schedule A of the Existing Agreement is hereby amended by deleting it in its entirety and substituting the
Schedule A attached to this Amendment:
3. Date of Effectiveness;Limited Effect.This Amendment is effective as of the date first written above(the"Effective
Date"),Except as expressly provided in this Amendment,all of the terms and provisions of the Existing Agreement
are and will remain in full force and effect and are hereby ratified and confirmed by the Parties.Without limiting the
generality of the foregoing,the amendments contained herein will not be construed as an amendment to or waiver of
any other provision of the Existing Agreement or as a waiver of or consent to any finther or future action on the part
of either Party that would require the waiver or consent of the other Party. On and after the Effective Date, each
reference in the Existing Agreement to"this Agreement,""the Agreement,""hereunder,""hereof,""herein,"or words
of like import,and each reference to the Existing Agreement in any other tigrccments, documents, or instruments
executed and delivered pursuant to,or in connection with,the Existing Agreement,will mean and be a reference to
the Existing Agreement as amended by this Amendment.
4. Represcntations Find Warranties.Each Party hereby represents and warrants to the other Party that:
a. It has the full right, power, and authority to enter into this Amendment and to perform its obligations
hereunder and under the Existing Agreement as amended by this Amendment.
b. The execution of this Amendment by the individual whose signature is set forth at the end of this Amendment
on behalf of such Party,and the delivery of this Amendment by such Party,have been duly authorized by all
necessary action on the part of such Party.
c. This Amendment has been executed and delivered by such Party and(assuming due authorization,execution,
and delivery by the other Party hereto) constitutes the legal, valid, and binding obligation of such Party,
enforceable against such Party in accordance with its terms.
5. Miscellaneous.
a. This Amendment and all related documents including all exhibits attached hereto,and all matters arising out
of or relating to this Amendment,whether sounding in contract,tort,or statute are governed by,and construed
in accordance with,the laws of the State of Oregon,without giving effect to the conflict of laws provisions
thereof to the extent such principles or rules would require or permit the application of the laws of any
I
jurisdiction other than those of the State of Oregon.
b. This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their
respective successors and assigns.
c. The headings in this Amendment are for reference only and do not affect the interpretation of this
Amendment.
d. This Amendment may be executed in counterparts, each of which is deemed an original,but all of which
constitute one and the same agreement.Delivery of an executed counterpart of this Amendment electronically
or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.
e. This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject
matter contained herein, and supersedes all prior and contemporaneous understandings, agreements,
representations and warranties,both written and oral,with respect to such subject matter.
f. Each Party shall pay its own costs and expenses in connection with this Amendment(including the fees and
expenses of its advisors,accountants,and legal counsel).
IN WITNESS WHEREOF,the Parties have executed this Amendment as of the date first written above.
43,Inc.
Name: � P��l�► J4C�JQ
Titic: 4�
t City of Tigard,Oregon
Name: M�ft L. M%&'
Title:
2
SCHEDULE A
Services Schedule
1. Services. The Services covered by this Agreement consists of the following:
a. Professional Services:
i. Project Management
ii. RMS Interface Control Documentation
iii. RMS Data Conversion Study
iv. RMS Configuration
v. RMS Interface Development(Subject to consent and cooperation of the third parties)
1.APS Report Beam
2.Tri-Tech CAD
3.LEDS/NCIC/DMV
4.ESRI Acr GIS briefing application/API
5.Washington County SO jail management system(Tiburon)
vi. RMS Data Conversion(Legacy vendor will provide Tigard Police Department RMS data to Mark43 in a
SQL Server or MYSQL[relational database]
1.RMS data migration
vii. RMS Interface Testing
viii. RMS Functional Testing
ix. RMS Trainer Training
x. RMS Cutover Support
b. SaaS Services:
i. The Applications to be provided are described as follows:
A.Records Management System(RIVIS)
Report Writing
• In-station and mobile field reporting
• Incident,Offense and Arrest Reports
• Field Contact Reports
• Use of Foroe 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
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
3
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
Property and Evidence
• Automatic Custodial Property Report Generation
• Master Item Profile
• Generate and Export Property and Evidence Receipts
• Configurable Barcodes
• Storage Location Setup and Customization
• Email and In-App Notifications
• Batch Label Printing
• Support for Zebra Printing
Note that Subscriber is being granted limited access to Mark43's Property and
Evidence Module. Mark43 will configure user roles and permissions so that users will
not be able to view nor access the Evidence module.Should Subscriber wish to or
start to utilize the full functionality of Mark43's Evidence Management system,
additional fees will be charged to Subscriber.
B.Data Exchange.
The Law Enforcement Data System(LEDS)is the statewide data system operated by
Oregon State Police. It is currently used by Subscriber to input and query national and
statewide criminal justice information,to include NCIC, NLETS,and the Oregon DMV.
Interfaces to these systems are not in scope for the projected go-live. The Parties
agree to evaluate the requirements together and agree on a time frame for completion.
Subscriber is responsible for determining which of these downstream data feeds will
continue to receive information at cutover.Subscriber,with the consent of Mark43,is
also responsible for determining the policies and procedures surrounding interfaces
between Mark43 Applications and third-party databases. Subscriber understands and
agrees that third party service providers may impose additional license,warranty and
other terms on Subscriber. Subscriber agrees to enter into additional agreements as
reasonably required by such third parties and Mark43. Mark43 reserves the right to
require a different warranty or SLA for maintenance of these interfaces.
ii. Upon completion of the Professional Services, Mark43 will provide Subscriber with the SaaS Services
for the Fees set forth in Section 4 below(the"Regular Usage Period").The parties anticipate that the
Regular Usage Period will commence on or about January 1,2019.
2. Initial Fenn. The Initial Term is a five(5)year period commencing on the Effective Date.
4
3. Renewal . Any Renewal Terms shall be for a period of 1 year.
4. Fees. The Fee for the Initial Term is$289,440.00.
Mark43 Pricing is based on 72 sworn officers employed directly or Indirectly by Subscriber.For each
year after the Base Year,Subscriber will certify to Mark43 the number of sworn officers employed
directly or indirectly by Subscriber as of the date that is sixty(60)days before the anniversary of the Go-
Live. Subscription fees for the upcoming year will be based on that headcount. In the event that
Subscriber increases its number of employed sworn officers during the Term by more than 7 officers,
then the annual fee shall Increase by the"Annual Rate Per Sworn Officer"in excess of 79 sworn officers.
For the avoidance of doubt,pricing Is based on a floor of 72 sworn officers,and will not decrease even If
fewer than 72 sworn officers are employed. The"Annual Rate Per Sworn Officer"Is as follows: Years 1-
5: $720.00.
Mark43 will notify Subscriber of any changes to the Fees for a Renewal Term at least forty-five(45)days prior to
the start of the Renewal Term.
5. 'Payment Schedul . Subscriber will pay the Fees on the following schedule:
a. Initial Term:$289,440. Fees will be paid in accordance with the following schedule.
iR yament Timeline f Amount Due
Base Year $57,888.00
($25,920 Due at Contract Signing)
($31,968 Due at Go-Live)
Year 2(due on first anniversary of $57,888.00
Go-Live)
Year 3(due on second anniversary $57,888.00
of Go-Live)
Year 4(due on third anniversary of $57,888.00
Go-Live)
Year 5((due on fourth anniversary $57,888.00
of Go-Live)
Total Payments on Initial Term $289,440.00
b. Renewal Term: Fees for any Renewal Term will be paid on the first day of the Renewal Term.
6. Support Services. As part of the SaaS Services,subject to Section 2.4,Mark43 shall establish,sufficiently staff
and maintain the organization and processes necessary to provide telephone and/or email based technical
support,troubleshooting,error identification,isolation and remediation,and other assistance directly to
Subscriber and its Authorized Users to support Subscriber's use,deployment and validation of the SaaS
Services on a 24x7 basis,and after normal business hours and on holidays,as necessary to support Mark43's
obligations under this Agreement. The contact information for Mark43's technical support organization Is
Support@mark43.com and Mark43 will notify Subscriber in writing of any changes no less than 5 days in
advance. Mark43 shall provide Subscriber with online access to Its known-problem database and any other
resource containing information that will aid in problem and error resolution and correction,as well as any other
technical resources made electronically available to any of Mark43's other customers.The Mark43 account
manager or primary point of contact for Subscriber with respect to this Agreement will be Matthew Neal
maft.neal@mark43.com.
7. Service Levels. Mark43 shall provide the Applications in accordance with the following services levels.
a. Service Levels for the Records Management System(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
5
("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(b)below("Service Levels for Integrated Third Party Software"). Mark43 shall provide
Subscriber with prompt notification as soon as it becomes aware of any actual or potential unscheduled
downtime(defined below)of the RMS,as well as continual periodic updates during the unscheduled
downtime regarding Mark43's progress in remedying the unavailability and the estimated time at which
the RMS shall be available.
ii. RMS Service Credits.In the event that Mark43 fails to make the RMS available at least 99.9%of the
time in any given month during the Regular Usage Period due to RMS Unavailability(as defined below),
Mark43 will credit the Subscriber's account for the unavailable RMS as follows:
Credit
RMS Avadabili Monthi Percentse
Above 99.9% 00/0
99.8—99.0% 10%
98,9-98.0% 20%
Below 97,9% 30%
'RMS Unavailability'is defined as the percentage of minutes per month in which the RMS is completely
and generally unavailable for Subscriber's use(but not the use of any one Authorized User),provided
that RMS Unavailability does not include any unavailability attributable to:(a)RMS Scheduled
Downtime for maintenance(whether by Mark43,by a vendor,or by Subscriber);(b)acts or omissions of
Subscriber or any Subscriber user of the RMS;(c)server downtime related to connectivity issues
resulting from Third Party-managed VPN access to hosted server or Subscriber internal network
problems;(d)defects or bugs in the Applications or Software caused by Subscriber,any Authorized
User, or any Affiliate,employee,agent or independent contractor of Subscriber,or(e)any other
cause(s)beyond Mark43's reasonable control,including but not limited to those caused by Third Party
Data services(e.g.Department of Motor Vehicles license plate database),Third Party Components,
overall internet congestion or a force majeure. Subscriber will be responsible for immediately notifying
Mark43 of all Third Party-managed VPN access and internal or external(e.g.internet service provider)
network problems that arise.
"Credit Percentage"means the applicable percentage of the portion of the Fees attributable to Services
in the calendar month in which the RMS Unavailability occurs. For example,if Subscriber has paid
Mark43$1,000 for one year of a Regular Usage Period,and the RMS Availability falls to 99.5%during
any calendar month in that year,then Mark43 will owe Subscriber a 10%credit on that month's portion
of the Fee,or:$1,000/12=$83.33 per month,and 10%of$83.33=$8.33.In this example,Mark43
would owe Subscriber$8.33 in credit for the month In which RMS Availability fell to 99.50/0.
In order to receive this credit, Subscriber must notify Mark43 in writing within fifteen(15)days following
the end of the month the RMS Unavailability occurred,All claims are subject to review and verification
by Mark43 prior to any credits being granted.Mark43 will acknowledge credit requests within fifteen(15)
business days of receipt and will inform Subscriber whether such claim request is approved or denied.
The issuance of RMS Service Credit by Mark43 hereunder is Subscriber's sole and exclusive remedy
for any failure by Mark43 to satisfy the service levels set forth in this Section 7(a).
b. Service Levels for 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(b). Credit Percentages Service Credits referenced elsewhere in this Contract shall
not apply to downtime caused by Integrated Third Party Software or the integrations or connections to
Integrated Third Party Software.
i. Availability of Third Party Applications. The Statement of Work will outline specific Third Party
Application integrations(the"Integrated Third Party Software")to be performed by Mark43 during the
Professional Services Period,and the Subscriber's and Mark43's respective rights regarding acceptance
of those Services. During the Regular Usage Period, the Integrated Third Party Software shall be
operational no less than 99.9%of the time on a 24x7 basis,excluding any scheduled maintenance of the
6
Integrated Third Party Software (whether scheduled by Mark43 or by the third party provider, the
"Integration Scheduled Downtime"); provided, however, that Mark43 shall not be responsible for
downtime caused by upgrades or updates to Integrated Third Party Software of which Mark43 does not
receive the requisite advance notice,and such downtime will not count against the service levels promised
herein. Mark43 agrees that it shall schedule any Integration Scheduled Downtime on minimal traffic days
whenever possible. The Parties further agree that Mark43 shall not schedule in excess of 90 minutes of
Integration Scheduled Downtime in during any 30-day period. Mark43 shall provide Subscriber with
immediate telephone notification to the point of contact set forth in the Contract as soon as it becomes
aware of any actual or potential unavailability of an Integration other than Integration Scheduled Downtime
("Integration Unscheduled Downtime"), as well as continual periodic updates during the Integration
Unscheduled Downtime regarding Mark43's progress in remedying the unavailability and the estimated
time at which the Integration shall be available.
ii. Responsibilities for Planned Updates. Subscriber shall provide Mark43 with prompt notice,and in no
case fewer than forty-five (45) days' advance notice, of any update by the Third Party provider of
Integrated Third Party Software. Mark43 shall undertake commercially reasonable efforts to patch,repair
or update the Software in order to integrate It with the updated Integrated Third Party Software.
iii. Responsibilities for Planned Upgrades. Subscriber shall provide Mark43 with prompt notice, and in
no case fewer than ninety(90)days'advance notice,of any planned upgrade by the Third Party provider
of Integrated Third Party Software.Mark43 shall evaluate the time and resources required to patch,repair
or update the Software in order to integrate it with the upgraded Integrated Third Party Software. The
Parties shall engage in good faith negotiations to agree on the terms (including, without limitation,
schedule and price)on which Mark43 would develop a patch, repair, update or Upgrade to integrate the
Software with the Integrated Third Party Software.
7
City of Tigard
CONTRACT CHANGE ORDER/ 13125 SW Hall Blvd.
AMENDMENT SUMMARY Tigard, Oregon 97223
Phone- (503) 639-4171
FIELD CHANGE ORDER FORM Fax- (503) 684-7297
www.ti and-or. ov
Project Title: Software License and Services Project Manager: Robert Rogers
Agreement between Mark43 and City of Tigard
Contractor: Mark43 Ori final Contract #: AG184001
Effective Dates: Change Order/Amendment Amount: $30,240
Accounting String: 100-4200-54001 Amendment Percentage Running Total: 12%
AMENDMENT DETAILS
The City of Tigard Police Department is requesting limited access to the Mark43 records management system
(RMS) Property and Evidence Module in order to effectively share data between the RMS system and the
existing FileOnQ Property and Evidence database. This contract modification will allow for Police Department
RMS users (officers) to upload case-specific information about each piece of evidence collected and upload that
seamlessly to the FileOnQ system for appropriate tracking and labeling. This is a crucial modification for our
current needs and cannot be worked around.
CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$
Base Year ear 1 cost increase $6,048
Year 2 cost increase $6,048
Year 3 cost increase $6,048
Year 4 cost increase $6,048
Year 5 cost increase $6,048
Total contract cost increase $30,240
REASONING FOR CHANGE ORDER/AMENDMENT
During original contract negotiation, different technical solutions were proposed and attempted for capturing
property and evidence related information and transferring it to FileOnQ. During the subsequent Mark43 RMS
implementation over the past several months, the proposed solution as per Amendment No 1,utilizing limited
access to the Mark43 Property and Evidence Module and one-way data uploads to FileOnQ has been deemed
both the most cost effective and technically effective approach. Staff recommend this modification as crucial.
BUDGET IMPACT AND REQUIRED ACTIONS
The Police Department will absorb the increase iii annual costs associated with this contract amendment by
underspending in other areas within the materials and services operating budget.
REQUESTING PROJECA MANAGER APPROVING CITY STAFF
Kathy McAlpine.
1 a Si nature
ate Date
Contractor is hereby authorized by the City of Tigard to perform CONTRACTOR
the additional work described below in accordance with the terms
and conditions detailed in the original contract along with all
applicable rules,regulations,and laws that may be in effect for the Signature
work. The unit pricing in the original contract shall apply to all
additional work. A copy of this form, once completed, is to be
forwarded to the Purchasing Office to ensure all changes to the
encumbrances are met. Remember — the cumulative total of
Amendments cannot exceed theproject's FY budget. Date
SOFTWARE LICENSE AND SERVICES AGREEMENT
This Software License and Services Agreement (this "Agreement") is effective as of May 23, 2018 (the "Effective
Date")by and between Mark43, Inc. ("Mark43"),with a place of business at 28 E.28th 12th Floor, New York, NY 10016,
and the City of Tigard, Oregon ("Subscriber"), with a place of business at 13125 SW Hall Blvd, Tigard, OR 97223,
jointly referred to as the"Parties").
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, as described in Schedule A.
1.5 "Authorized User" means an Affiliate, employee or independent contractor of Subscriber(solely to
the extent such contractor is providing services to Subscriber), who has been authorized by
Subscriber to use the SaaS Services.
1.6 "Documentation" means the user guides and user manuals for the SaaS Services that Mark43
provides to Subscriber.
1.7 "Integration Control Document" means the agreement, if applicable, governing any integrations
with Third Party Applications.
1.8 "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.
1.9 "Professional Services" means the evaluation, consultation, implementation, customization,
configuration and other services offered by Mark43 in connection with the SaaS Services.
1.10 "SaaS Services" means the Applications, Software, and related software-as-a-service, hosting,
maintenance and/or support services made available by Mark43 for remote access and use by
Subscriber, including any Documentation thereto.
1.11 "Services" means the services provided or required to be provided by or through Mark43, including
without limitation, SaaS Services and Professional Services.
1.12 "Software" means the object code version of Mark43's computer software and all Updates made
available by Mark43 to Subscriber under this Agreement.
1.13 "Statement of Work" means a detailed plan of work to be agreed by the Parties in conjunction with
this Agreement.
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1.14 "Subscriber Data"means all data, information, content and other materials stored or transmitted by
Subscriber and any Authorized User through the SaaS Services(i)in their user accounts; and (ii)on
any Third Party Application, excluding any Third Party Data and any Mark43 Data.
1.15 "Term" means the Initial Term and any Renewal Term.
1.16 "Third Party Application" means a third-party service approved by Mark43 to which Subscriber
and any Authorized User facilitates Mark43's access to, and use, of the SaaS Services, via an
application programming interface or other means.
1.17 "Third Party Components"means any components of the SaaS Service from time to time that are
provided by third parties (e.g., Google Maps).
1.18 "Third Party Data" means any data owned by a third party that is delivered to Subscriber via the
SaaS Service.
1.19 "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.
1.20 "Updates" means any and all new releases, new versions, patches and other updates for the SaaS
Services that Mark43 makes generally available without additional charge to its other subscribers of
the SaaS Services.
1.21 "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).
1.22 "Website"means any Internet website through which Mark43 provides the SaaS Services under this
Agreement.
2. SERVICES.
2.1 SaaS Services. Subject to the terms of this Agreement,and during the Term, Mark43 hereby grants
a non-exclusive, non-transferable, non-sublicensable license to Subscriber and its Authorized Users
to access and use the SaaS Services through the Website for Subscriber's internal purposes and in
accordance with the terms and conditions of this Agreement. Mark43 will be responsible for hosting
the Website, and Subscriber and its Authorized Users will be responsible for obtaining internet
connections and other third party software, hardware and services necessary for it to access the
Website through the Internet, including without limitation as set forth in Schedule C, "Technical
Requirements."Subscriber will be responsible to Mark43 for compliance with the restrictions on use
and other terms and conditions of this Agreement by any of its Authorized Users.
2.2 Professional Services. Mark43 offers Professional Services in connection with the SaaS Services
as further described in Schedule A. To the extent any Professional Services involve the development
of any customization or configuration to the SaaS Services, all Intellectual Property Rights to such
customization or configuration will be solely owned by Mark43 and will be deemed to be included in
the definition of SaaS Services and licensed to Subscriber on the terms set forth herein.
2.3 Access to Documentation. Mark43 will provide Subscriber via the Website or other means with
access to the Documentation, as may be updated from time to time. Subscriber may print copies of,
use, and permit its Authorized Users to use,the Documentation solely in connection with the use of
the SaaS Services.
2.4 Support Services. Mark43 will provide a telephone-based help desk through which it will respond
to inquiries about the SaaS Services from Subscriber via telephone from 7 AM to 7 PM (Eastern
Time), Mondays through Fridays (excluding U.S. Federal holidays). Mark43 also provides a 24/7
email based help desk for the SaaS Services as set forth in Schedule A.
2.5 Restrictions on Use. Subscriber and its Authorized Users will not(and will not permit any third party
to):(i)share Subscriber's or any Authorized User's login credentials;(ii)reverse engineer,decompile,
disassemble, or otherwise attempt to discern the source code, underlying ideas, algorithms, file
formats, or interface protocols of the SaaS Services or of any files contained in or generated by the
SaaS Services; (iii) copy, modify, adapt or translate the SaaS Services or the Third Party Data, or
otherwise make any use, resell, distribute or sublicense the SaaS Services or the Third Party Data
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
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legends placed on the SaaS Services or the Third Party Data; (vii) use the SaaS Services or the
Third Party Data in violation of any Applicable Law; (viii) create or augment any mapping-related
dataset including a mapping or navigation dataset, business listings database, mailing list, or
telemarketing list) for use in an implementation that is not connected to the Services; (ix) use the
SaaS Services or the Third Party Data in violation of any Applicable Law; (x) introduce into the
Services an viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature;
(xi) use the Services to post advertising or listings; (xii) use the Services to defame, abuse, harass,
stalk, or threaten others; (xiii) permit access or use of the Services by any individual outside the
United States; (xiv) hide or obscure any Authorized User's location; (xv)permit access or use of the
Services, for any activities other than to enhance Subscriber's own services, where reliance solely
on, or failure to use, the Services could lead to death, personal injury, or property damages.
Subscriber and its Authorized Users will not access the SaaS Services if in direct competition with
Mark 43, and will not allow access to the SaaS Services by any party who is in direct competition
with Mark43, except with Mark43's prior written consent. Subscriber shall comply with additional
restrictions on use of the Services in Additional Terms, as defined in Section 2.10 below.
2.6 Security Obligations. Subscriber agrees it and its Authorized Users shall securely manage their
respective password(s) for access to the SaaS Service. Subscriber agrees it shall notify Mark43
promptly in the event it becomes aware of any unauthorized access or use of the SaaS Service, or
of any of its or its Authorized Users passwords or accounts. Unless expressly stated otherwise in this
Agreement,a single username or password may not be used by more than one(1)Authorized User.
Subscriber is responsible for all activities conducted within User accounts in use of the SaaS Service.
Subscriber shall comply with all applicable local, state, federal and regional or other laws and
regulations applicable in connection with use of the SaaS Service, including all those related to data
privacy and the transmission of technical or personal data. Subscriber agrees to (a) provide true,
accurate, current and complete registration data for each account it creates via the SaaS Service,
and (b) maintain and promptly update the registration data to keep it true, accurate, current and
complete.
2.7 Title. As between Mark43 and Subscriber, Mark43 retains title to and ownership of the SaaS
Services, including all copyrights and other Intellectual Property Rights relating thereto. Mark43's
licensors retain title to and ownership of the Third Party Data and the Third Party Components,
including all copyrights and other intellectual property rights relating thereto. Subscriber will have no
rights with respect to the SaaS Services, the Third Party Data or the Third Party Components other
than those expressly granted under this Agreement. Any suggestions for changes or improvements
to Services that Subscriber provides to Mark43, whether solicited by Mark43 or not, shall be owned
by Mark43 and Subscriber hereby irrevocably assigns, and shall assign,to Mark43 all right,title,and
interest in and to such suggestions. Mark43 shall have no obligation to incorporate such suggestion
into its products or Services.
2.8 Subscriber Data. As between Mark43 and Subscriber, Subscriber owns and shall retain all right,
title,and interest,including,without limitation,all Intellectual Property Rights,in and to the Subscriber
Data. Subscriber shall have the sole responsibility for the accuracy, quality, and legality of the
Subscriber Data, including obtaining all rights and consents necessary to share the Subscriber Data
with Mark43 as set forth in this Agreement. Notwithstanding anything to the contrary contained
herein, Subscriber hereby grants to Mark43 an irrevocable, worldwide, royalty free, non-exclusive,
transferable, sublicensable license to use the Subscriber Data to: provide the SaaS Services to
Subscriber and other Mark43 subscribers; analyze the Subscriber Data in anonymized and/or
aggregate form in order to operate, maintain, manage, and improve the SaaS Services, create new
products and services, and share and/or license this aggregate data to Affiliates, agents, business
partners, and other third parties; for Mark43's internal purposes to improve the Applications,
Software, and related services, and any other uses disclosed in or related to performance under the
Agreement or any statement of work.
2.9 Third Party Applications. If Subscriber installs or enables a Third Party Application for use with the
SaaS Services, Subscriber grants (and will cause the applicable third party to grant) Mark43
permission to access Subscriber Data stored on that Third Party Application as required for the
interoperation of that Third Party Application with the SaaS Services. In no event will Mark43 be
responsible for any Third Party Application, or for any failure of a Third Party Application to properly
interoperate with the SaaS Services. If Mark43 receives information that a Third Party Application
may violate any Applicable Laws or Third Party rights, Subscriber will,promptly upon receiving notice
of the foregoing from Mark43, disable any connection between such Third Party Application and the
SaaS Services to resolve the potential violation (and if Subscriber fails to promptly disable such
connection, Mark43 shall have the right to do so). In addition, in the event that Subscriber fails to
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properly obtain the grant of rights to Mark43 to access and use Third-Party Data as required for the
interoperation of that Third-Party Application, Subscriber shall defend, indemnify,and hold harmless
Mark43 from any and all claims based on Mark43's use of such Third-Party Application, subject to
the limitations of the Oregon Constitution and to the limits of the Oregon Tort Claims Act.
2.10 Third Party Components.
(a) Use of Third-Party Components. Mark43 may use Vendors to subcontract the performance of
its duties and obligations hereunder and to provide certain functions of the Services, including
without limitation, hosting and data analysis. Certain Vendor policies and terms and conditions
of service shall apply to the Services. Such terms,or URL locator addresses for such terms,will
be provided on Schedule D or in writing from time to time, "Additional Terms." If any of the
Vendors and/or licensors of the Third-Party Components require Mark43 to flow down any
Additional Terms Subscriber,Subscriber's use of such Third-Party Components,as incorporated
into the SaaS Service, shall be subject to such Additional Terms. In the event of any
inconsistency or conflict between the Additional Terms and the terms of this Agreement, such
Additional Terms shall govern with respect to Subscriber's use of the applicable Third Party
Component.
(b) DISCLAIMER REGARDING THIRD PARTY COMPONENTS. MARK43, NOT BEING THE
PROVIDER OR MANUFACTURER OF THE THIRD PARTY COMPONENTS, NOR THE
PROVIDERS' OR MANUFACTURERS' AGENT, MAKES NO EXPRESS OR IMPLIED
WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD PARTY
COMPONENTS AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE
EXIST.
2.11 Third Party Data. Subscriber shall access and use the Third Party Data in accordance with the
terms and conditions of the agreement between the Subscriber and the provider of such Third Party
Data. MARK43, NOT BEING THE PROVIDER OR MANUFACTURER OF THE THIRD PARTY
DATA, NOR THE PROVIDERS' OR MANUFACTURERS' AGENT, MAKES NO EXPRESS OR
IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD PARTY
DATA AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.
2.12 Agreements with Third Party Providers. Subscriber, and not Mark43, is solely responsible for
establishing any required agreement(s) and/or statement(s) of work with Third Party Providers in
connection with the interfaces, and for paying all fees, costs and expenses of Third Party Providers.
2.13 Changes to Services. Mark43 may make changes and Updates to its Services, provided that it
does not materially derogate the overall quality of the Services. Mark43 does not guarantee that the
Services are or will remain compatible with any particular third party software or equipment,and may,
upon written notice, terminate its support for, any software or equipment of Subscriber that Mark43
determines are incompatible with the operation of the Services.
3. FEES AND PAYMENT TERMS.
3.1 Fees for Mark43 Services. Subscriber will pay Mark43 fees as stated on Schedule A(the "Fees")
attached hereto in accordance with the payment schedule set forth on Schedule A. All payments of
Fees are non-refundable. All amounts stated in this Agreement or on any invoice are in U.S.dollars,
and all payments will be made in U.S.dollars. Overdue payments will accrue interest at the statutory
.66%per month or 9%per year per month or the maximum allowable interest under Applicable Law,
from due date until paid. Subscriber will pay any sales, use or other tax related to the license and
services provided hereunder, exclusive of income taxes and payroll taxes relating to Mark43's
employees. Subscriber agrees that its use of and payment for Services constitutes its inspection
and acceptance of such Service.
3.2 Third-Party Data and Third-Party Components. Additional fees may apply to the use of certain
Third-Party Data and Third-Party Components, which if provided by Mark43, such fee may be
included within the Fees. Mark43 may pass through any increase in such fees for Third Party
Components or Third Party Data, relating to any existing Services, by giving Subscriber thirty (30)
days'advance notice.
3.3 Taxes. Subscriber will be responsible, as required under applicable law, for identifying and paying
all taxes, including sales, use, excise, and other governmental fees, duties, and charges (and any
penalties, interest, and other additions thereto) that are imposed on Subscriber or Mark43 with
respect to the transactions and payments under this Agreement(excluding taxes based on Mark43's
income or employment)("Indirect Taxes"). All Fees are exclusive of Indirect Taxes. If Subscriber is
4
exempt from paying Indirect Taxes, it shall provide to Mark43 exemption certificates, or a direct
payment permit certificate, or such information to Mark43 as reasonably required and requested to
determine whether Mark43 is obligated to collect Indirect Taxes from Subscriber. If any such taxes
are required to be withheld on any payment, Subscriber will pay such additional amounts as are
necessary so that the net amount received by Mark43 is equal to the amount then due and payable
under this Agreement.
4. TERM AND TERMINATION.
4.1 Term.
(a) Initial Term. The initial term of this Agreement begins on the Effective Date and will continue for
the period set forth on Schedule A, unless and until terminated in accordance with Section 4.2
(the"Initial Term").
(b) Renewal Terms. Upon expiration of the Initial Term or any Renewal Term, this Agreement will
automatically renew for successive periods as set forth on Schedule A(each, a"Renewal Term")
at the rates set forth on Schedule A, unless either party provides the other with written notice of
non-renewal at least thirty(30)days prior to the expiration of the then-current term.
4.2 Temporary Suspension and Termination.
(a) Either party may terminate this Agreement upon written notice to the other party, if the other party
breaches a material term of this Agreement and such breach remains uncured for thirty(30)days
after the other party's receipt of such notice.
(b) If Mark43 reasonably determines that Subscriber's use of the Services either: (i) fails to comply
with the Restrictions on Use in Section 2.5; (ii) poses a security risk to the Services or any third
party, (iii)creates or is likely to create an adverse impact on Mark43's systems, the Services, or
the systems or content of any other subscriber;or(iv)subjects Mark43 or its Affiliates to possible
liability, then Mark43 may immediately upon notice temporarily suspend Subscriber's and any
Authorized User's right to access any portion or all of the Services, pending remedial action by
Subscriber, or after a period of 30 days,terminate the Services.
4.3 Effect of Termination. In the event of any termination or expiration of this Agreement,
(a)Subscriber will pay Mark43 all amounts payable hereunder as of the effective date of termination
or expiration;
(b)all rights and licenses granted hereunder to Subscriber (as well as all rights granted to any
Authorized Users of Subscriber)will immediately cease, including but not limited to all use of the
SaaS Services; and
(c) Mark43 will provide records to Subscriber in accordance with its transition assistance services
("Transition Assistance")as set forth in Schedule B.
(d)Subject to any applicable retention requirements, including Oregon Public Records Law,
Subscriber will, upon written request of Mark43, either return to Mark43 or provide Mark43 with
written certification of the destruction of, all documents, computer files and other materials
containing any Confidential Information of Mark43 that are in Subscriber's possession or control.
4.4 Survival. The following provisions will survive any termination or expiration of this Agreement:
Section 2.7 ("Subscriber Data"), Section 2.9 ("Third Party Components"), Section 2.10 ("Third Party
Data"), Section 4.3("Effect of Termination"), Section 5("Confidentiality"), Section 6.2 ("Disclaimer"),
Section 7 ("Limitation of Liability"), Section 8 ("Indemnification"), Section 9 ("Miscellaneous
Provisions"), Schedule B("Transition Assistance")and this Section 4.4("Survival").
5. CONFIDENTIALITY.
5.1 Definition of Confidential Information. For the purposes of this Agreement, "Confidential
Information" means: (a)with respect to Mark43, the SaaS Services, and any and all source code
relating thereto,as well as Documentation and non-public information or material regarding Mark43's
legal or business affairs,financing,customers, properties or data,and (b)with respect to Subscriber,
any non-public information or material regarding Subscriber's legal or business affairs, financing,
customers, properties or data,and Subscriber Data that concerns criminal investigations, including,
but not limited to incident reports,and information concerning victims,witnesses,or law enforcement
personnel. 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
5
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. For the avoidance of doubt, Subscriber has complete
control over Subscriber Data and may release Subscriber Data in its discretion and in a manner that
complies with federal and state law.
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 anyjudicial 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,consistent with the judicial or governmental order,disclose to such tribunal
only that portion of the Confidential Information which the party's legal counsel advises it is legally
required to be disclosed, provided that such party shall use its best efforts to preserve the
confidentiality of the Confidential Information, including, without limitation, by cooperating with the
other party to obtain an appropriate protective order or other reliable assurance that confidential
treatment will be afforded the Confidential Information by such tribunal. Without limiting the
foregoing, Subscriber shall notify Mark43 of any requests for records relating to Mark43 within three
business days (not including Fridays) of receipt of the request and prior to disclosing any records
relating to Mark43. Subscriber shall, prior to disclosing records relating to Mark43,give Mark43 prior
written notice sufficient to allow Mark43 to seek a protective order or other remedy (except to the
extent that Subscriber's compliance would cause it to violate Oregon public records laws), and
disclose only such information as is required under Oregon public records laws. If Mark43 receives
a subpoena, or other judicial or governmental order, seeking Subscriber's Confidential Information,
Mark43 shall notify Subscriber within three business days of receipt, and tender defense to
Subscriber. Without limiting the foregoing and subject to the limitations of the Oregon Constitution
and to the limits of the Oregon Tort Claims Act, Subscriber 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 Subscriber's Confidential Information. For requests
concerning the disclosure of Subscriber's Confidential Information, Subscriber's indemnification and
hold harmless responsibility only applies in cases where Subscriber is found to have acted negligently
or have otherwise violated federal or state law.
5.6 Information Collected Through SaaS Services. Subscriber is solely responsible for compliance
with applicable laws related to the manner in which Subscriber chooses to use the Services,including
Subscriber's transfer and processing of Subscriber Data. Subscriber understands and agrees that
when it uses certain features of the SaaS Services, certain information and data may be collected
from Authorized Users, including monitoring and recording activity, and tracking physical location,
which may include personal identifying information. Subscriber agrees that Mark43 may use such
6
information to(i)provide more effective Services,(ii)to develop and test its Services,(iii)to aggregate
such information and combine it with that of other Users, and(iv)to use anonymous aggregate data
to improve the Services or for marketing, research or other business purposes. Provision of Services
may involve the disclosure of such information to Vendors or Affiliates on the condition that they
agree to treat such information in a manner substantially in accordance with this Agreement.
Subscriber may revoke its consent to Mark43's collecting and using such data at any time by written
notice to Mark43; provided, however, that Subscriber agrees that such revocation of consent may
impair or render impossible the Subscriber's use of the SaaS Services.
5.7 Breach of Subscriber.As used in this subsection, "Data Breach"means"the intentional or
unintentional release of Subscriber Data or Subscriber's Confidential Information, by Mark43 to a
third party that is not authorized by this Agreement, or otherwise expressly authorized in writing by
Subscriber. Mark43 will comply with all applicable laws regarding notice to affected individuals and
other requirements in the event of a Data Breach. In the event of a Data Breach, Mark43 shall; (a)
immediately upon discovery of the Data Breach give notice to Subscriber that the Data Breach
occurred, and stop the Data Breach; (b)within 30 calendar days of notice being given, inform
Subscriber of the nature of the breach and what information was released. Notwithstanding any
other term of this Agreement or the Supporting Documents, Subscriber shall not defend,
indemnify or hold harmless Mark43 and its Affiliates,and each of their officers, directors,
managers,shareholders, members and employees from any claims, liabilities, costs and
expenses for any Data Breach, nor except as provided in Section 7 do Subscriber or
Authorized Users waive or release any claims they may have in law or equity against Mark43
for any Data Breach caused by Mark43's intentional or negligent act.
5.8 CJIS standards. Subscriber understands and agrees that Mark43 utilizes third party vendors
("Hosting Providers") to host the SaaS Services, provided that Mark43 may only utilize Hosting
Providers that have signed CJIS agreements with the State of Oregon. As of the Effective Date
of this Agreement, Mark43 utilizes Amazon Web Services (AWS) as its Hosting Provider for the
SaaS Services. Subscriber may request reasonable records from Mark43 from time to time to
assess Mark43's adherence to requirements of the applicable CJIS Security Policy promulgated
by the FBI. Mark43 will produce records within a reasonable time frame. For the avoidance of
doubt, Subscriber may need the consent of Hosting Provider to obtain any records or information
from Hosting Provider. Subscriber will have the opportunity to run background checks on any
Mark43 employees that will have access to Subscriber Data.
6. REPRESENTATIONS AND WARRANTIES.
6.1 Power and Authority. Each party represents and warrants that it has the full right, power and
authority to enter into this Agreement and to discharge its obligations hereunder and that the person
signing this Agreement on behalf of the party has the authority to bind that party. Subscriber
represents and warrants that it has obtained,and shall have,all necessary approvals,consents,and
authorizations necessary for procurement under this Agreement and that its obligations under this
Agreement do not, and shall not, exceed any budget authority limitations, during the Term of this
Agreement. Subscriber further represents that it has not received federal funding in connection with
procurement under this Agreement.
6.2 No Other Warranties. Use of the SaaS Services is not intended to be a substitute for the
professional judgment of dispatchers, law enforcement officers, or first responders. The SaaS
Services do not provide legal advice. Subscriber shall be responsible for all its own actions or failure
to act in connection with the SaaS Services. Mark43 cannot guarantee that every error in the SaaS
Services or problem raised by Subscriber will be resolved. THE SERVICES, THE THIRD PARTY
COMPONENTS, AND THE THIRD PARTY DATA ARE PROVIDED "AS IS." MARK43 ASSUMES
NO RESPONSIBILITY OR RISK FOR SUBSCRIBER'S USE OR MISUSE OF, OR FAILURE TO
USE, THE INFORMATION PROVIDED THROUGH THE SAAS SERVICES. MARK43 MAKES NO
WARRANTY THAT THE SERVICES WILL BE COMPLIANT WITH ANY REQUIREMENTS OF CJIS
(CRIMINAL JUSTICE INFORMATION SERVICES) OR CLETS (CALIFORNIA LAW
ENFORCEMENT TELECOMMUNICATIONS SYSTEM) OR ANY EQUIVALENT. DUE TO THE
NATURE OF SOFTWARE AND THE INTERNET, MARK43 CANNOT GUARANTEE THAT EVERY
ERROR IN THE SAAS SERVICES OR PROBLEM RAISED BY SUBSCRIBER WILL BE
7
RESOLVED. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6 NEITHER PARTY
MAKES ANY WARRANTY IN CONNECTION WITH THE SERVICES, THE THIRD PARTY
COMPONENTS, THE THIRD PARTY DATA OR THIS AGREEMENT AND HEREBY DISCLAIMS
ANY AND ALL IMPLIED OR STATUTORY WARRANTIES, INCLUDING ALL IMPLIED
WARRANTIES OF TITLE, MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A
PARTICULAR PURPOSE, ERROR-FREE OR UNINTERRUPTED OPERATION OR THAT THE
SERVICES, THIRD-PARTY COMPONENTS AND THIRD-PARTY DATA ARE UP TO DATE,
ACCURATE OR COMPLETE, SECURE FROM LOSS OR DAMAGE, OR FREE OF HARMFUL
COMPONENTS,AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE
OF TRADE. To the extent that a party may not as a matter of Applicable Law disclaim any implied
warranty, the scope and duration of such warranty will be the minimum permitted under such law.
7. LIMITATION OF LIABILITY.
7.1 Liability Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY
INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR ANY
OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING,
PERFORMANCE, OR USE, OR FAILURE OF, OF THE SERVICES, THE THIRD PARTY
COMPONENTS OR THE THIRD PARTY DATA PROVIDED UNDER THIS AGREEMENT,
INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY,
ENVIRONMENTAL DAMAGE, LOSS OF PROFITS, REVENUES, ANTICIPATED SAVINGS,
CUSTOMERS, OPPORTUNITIES, DAMAGE TO PRIVACY, REPUTATION OR GOODWILL OR
UNAVAILABILITY OF THE SERVICES, REGARDLESS OF WHETHER THE PARTY LIABLE OR
ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF
THE POSSIBILITY THEREOF.
7.2 Limitation of Damages. MARK43'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO
THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE
CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR
OTHERWISE), WILL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID AND
PAYABLE TO MARK43 BY SUBSCRIBER DURING THE SIX (6) MONTH PERIOD PRECEDING
THE DATE ON WHICH THE CLAIM ARISES. MARK43 SHALL HAVE NO LIABILITY ARISING OUT
OF OR RELATING TO THE THIRD-PARTY COMPONENTS OR THE THIRD-PARTY DATA.
7.3 Exceptions. NOTWITHSTANDING THE FOREGOING,THE EXCLUSIONS AND LIMITATIONS OF
LIABILITY SET FORTH IN SECTION 7.1 AND SECTION 7.2 SHALL NOT APPLY TO DAMAGES
ARISING FROM EITHER PARTY'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT OR
EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.
8. INDEMNIFICATION.
8.1 Indemnification by Mark43. Mark43 will defend, indemnify and hold harmless Subscriber and its
Authorized Users, and each of their officers, directors, managers, shareholders, members and
employees from any and all claims, liabilities, costs and expenses (including reasonable attorney's
fees and expert and consulting fees)in connection with any third party claim arising after the Effective
Date that the use of the SaaS Services(excluding any open source software)in accordance with this
Agreement infringes or misappropriates the United States intellectual property rights of third party;
provided,however,that the foregoing obligations shall be subject to Subscriber(a)promptly notifying
Mark43 of the claim, (b) providing Mark43 with reasonable cooperation in the defense of the claim
when Subscriber becomes aware and (c) providing Mark43 with sole control over the defense and
negotiations for a settlement or compromise; provided,however,that Mark43 shall not enter into any
such settlement without Subscriber's prior written consent, which consent will not be unreasonably
withheld,and that Subscriber shall be permitted to participate in the defense of any such claim, at its
own expense, with counsel of its choosing. Notwithstanding the foregoing, Mark43 shall have no
obligation with respect to a third party claim to the extent the third party claim arises from: (s)claims
arising out of acts or omissions of Subscriber or its users, employees or contractors; (t) claims
brought by Subscriber or its Affiliates or Authorized Users; (u) claims arising from the use of old
versions software after receipt of modified or updated versions of software; (v) claims arising from
the use of Third Party Applications, Third Party Components or Third Party Data; (w)claims arising
from any data, product specifications, information or materials provided by Subscriber hereunder,
when used in connection with the SaaS Services or any customization or configuration made to the
SaaS Service proposed by or provided by Subscriber under a Statement of Work;(x)use of the SaaS
Services in combination with modules, apparatus, hardware, software, or services not authorized by
Mark43 or specified in the Documentation for use with the SaaS Services; (y) use of the SaaS
Services in a manner that is not in accordance with this Agreement or the Documentation; (z) the
8
alteration or modification of the SaaS Services by a party other than Mark43, unless such alterations
and modifications were authorized by Mark43 or specified in the Documentation for use with the
SaaS Services.
8.2 Indemnification by Subscriber. Except where prohibited by law and subject to the limitations of the
Oregon Constitution and to the limits of the Oregon Tort Claims Act,Subscriber will defend,indemnify
and hold harmless Mark43 and its Affiliates, and each of their officers, directors, managers,
shareholders, members and employees from any and all claims, liabilities, costs and expenses
(including reasonable attorney's fees and expert and consulting fees)in connection with (1)any third
party claim arising from or relating to (i) any allegation that any data, product specifications,
information or materials provided by Subscriber hereunder, including, without limitation, the
Subscriber Data and Third Party Applications, when used in connection with the SaaS Services or
any customization or configuration made to the SaaS Service proposed by or provided by Subscriber
under a Statement of Work:(a)infringes or misappropriates any Intellectual Property Rights of a third
party, or (b) violates any Applicable Laws; (ii) the actual or alleged violation of Applicable Law by
Subscriber, any Authorized User, or any Affiliate, employee, agent or independent contractor of
Subscriber; or (iii) Subscriber's breach of this Agreement; provided, however, that the foregoing
obligations shall be subject to Mark43 (x) promptly notifying Subscriber of the claim, (y) providing
Subscriber with reasonable cooperation in the defense of the claim and(z)providing Subscriber with
sole control over the defense and negotiations for a settlement or compromise; provided, however,
that Subscriber shall not enter into any such settlement without Mark43's prior written consent,which
consent will not be unreasonably withheld, and that Mark43 shall be permitted to participate in the
defense of any such claim,at its own expense,with counsel of its choosing;(11)disabling a connection
to a Third Party Application at Subscriber's request;(I11)Subscriber's actions or failure to act,resulting
in any third-party claim for personal injury or death, damage to personal property or reputation,
environmental damage, interference with contract or employment, or violation of privacy; and (IV)
any request pursuant to a judicial or governmental order or other similar process, including but not
limited to a subpoena or FOIA request or discovery request,seeking the disclosure of any Subscriber
Data or other information collected or maintained by Mark43 in connection with the SaaS Services.
Subscriber's defense, indemnity, and hold harmless obligation under(IV) above only applies when
Subscriber is found to be negligent or to have otherwise violated the law. Notwithstanding the
foregoing,Subscriber shall have no obligation to indemnify Mark43 with respect to a third party claim
to the extent the third party claim arises from the negligence of Mark43.
9. MISCELLANEOUS.
9.1 Notices. Unless otherwise specified herein, all notices and other communications between the
parties required or permitted by this Agreement or by Applicable Law,will be deemed properly given,
if given by (i) personal service, (ii) registered or certified mail, postage prepaid, return receipt
requested, or (iii) nationally recognized private courier service, to the respective addresses of the
parties set forth below or such other addresses as the respective parties may designate by like notice
from time to time. Notices so given will be effective upon (a) receipt by the party to which notice is
given; or(b)on the fifth (5th)business day following mailing,whichever occurs first:
If to Mark43: If to Subscriber:
Mark43, Inc. City of Tigard
28 E. Street 13125 SW Hall Blvd
Ne12 w
Floor tTigard, OR 97223
New York, NY 10016
Attn: David Jochim Attn: Chief of Police
Copy to: Copy to:
Mark43, Inc. City of Tigard
28 E. Street 13125 SW Hall Blvd
Ne12 w
Floor tTigard, OR 97223
New York, NY 10016 Attn: City Attorney
Attn: General Counsel
Email: contractnotices@mark43.com
9
9.2 Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under
this Agreement without the prior, written consent of the other party; provided, however, that a party
may,without the consent of the other party, assign or otherwise transfer this Agreement to any of its
Affiliates or to an entity with or into which it is merged or consolidated or to which it sells its stock or
other equity interests or all or substantially all of its assets. Any assignment or other transfer in
violation of this section will be null and void. Subject to the foregoing,this Agreement will be binding
upon and inure to the benefit of the parties hereto and their permitted successors and assigns.
9.3 Dispute Resolution. In the event of a dispute arising under or relating to this Agreement,the parties
agree to finally and exclusively resolve the dispute by binding arbitration governed by the Federal
Arbitration Act("FAA"). All disputes will be resolved before a neutral arbitrator, whose decision will
be final except for a limited right of appeal under the FAA. Any court with jurisdiction over the parties
may enforce the arbitrator's award. The arbitration shall be commenced and conducted under the
Commercial Arbitration Rules of the American Arbitration Association (AAA)then in effect, which is
available at the AAA website www.adr.org. If those rules conflict with this provision, this provision
shall control. The arbitration shall be conducted before a panel of one or more arbitrators. The
arbitrator(s)shall be selected from the AAA's National Roster of Arbitrators pursuant to agreement
between the parties or through selection procedures administered by the AAA. The arbitration may
be conducted in person, through the submission of documents, by phone or online. If conducted in
person, the arbitration shall take place in Washington County, Oregon. 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 Oregon, 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 State of Oregon Circuit Court in Washington County,
Oregon, USA, unless exclusive jurisdiction is in federal court, in which case venue shall be in the
federal district court for the District of Oregon in Portland, Oregon,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 Subscriber and Mark43. No term included in any invoice, estimate, confirmation,
acceptance, purchase order or any other similar document in connection with this Agreement will be
effective unless expressly stated otherwise in a separate writing signed by Subscriber and Mark43.
9.7 Relationship of the Parties. The relationship of the parties established by this Agreement is that of
independent contractors and nothing contained herein will be construed to (a)give any party any
10
right or authority to create or assume any obligation of any kind on behalf of any other party or
(b)constitute the parties as partners,joint ventures, co-owners or otherwise as participants in a joint
or common undertaking.
9.8 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any
jurisdiction will, to the extent the economic benefits conferred thereby to the parties remain
substantially unimpaired, be ineffective to the extent of such invalidity or unenforceability without
rendering invalid or unenforceable the remaining terms and provisions or affecting the validity or
enforceability of any of such terms or provisions in any other jurisdiction.
9.9 Headings. The titles and headings contained in this Agreement are for reference purposes only and
shall not in any manner limit the construction or interpretation of this Agreement.
9.10 Counterparts. This Agreement may be executed, including by electronic signature, in two or more
counterparts, each of which shall be an original and all such counterparts together shall constitute
one and the same instrument. Electronically executed or electronically transmitted (including via
facsimile transmission)signatures have the full force and effect of original signatures.
9.11 Cumulative Remedies. All remedies for breach of this Agreement are cumulative, and may be
exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an
election of such remedy to the exclusion of other remedies.
9.12 Export Compliance. In connection with this Agreement, each party will comply with all applicable
import, re-import, export, and re-export control laws and regulations, including the Export
Administration Regulations, the International Traffic in Arms Regulations, and country-specific
economic sanctions programs implemented by the Office of Foreign Assets Control.
9.13 Compliance with Laws. Each party shall comply with all Applicable Laws relating or pertaining to
the use of the Services. Subscriber shall ensure that its use of all Subscriber Data complies with all
Applicable Laws relating to the privacy of third parties or the protection of their personal data
promulgated by any governmental, municipal, or legal authority having jurisdiction over Subscriber
or the End User Data covered by this Agreement. "Applicable Laws"means all applicable provisions
of all (x) constitutions, treaties, statutes, laws (including the common law), rules, directives,
regulations, ordinances, codes or orders of any governmental authority and (y) orders, decisions,
injunctions, judgments, awards and decrees and consents of or agreements with any such entity.
Each party shall comply with local anti-bribery laws as well as the U.S. Foreign Corrupt Practices
Act, as well as any other applicable laws and regulations. In connection with its performance under
the Agreement, neither party shall directly or indirectly: (A)offer, pay, promise to pay, or authorize
the payment of any money, gift or other thing of value to any person who is an official, agent,
employee, or representative of any government or instrumentality thereof or to any candidate for
political or political party office,or to any other person while knowing or having reason to believe that
all or any portion of such money, gift or thing of value will be offered, given, or promised, directly or
indirectly,to any such official,agent,employee,or representative of any government or political party,
political party official or candidate; (B)offer, promise or give any person working for, or engaged by,
the other party a financial or other advantage to(i)induce that person to perform improperly a relevant
function or activity; or (ii) reward that person for improper performance of a relevant function or
activity;or(C)request,agree to receive or accept any financial or other advantage as an inducement
or a reward for improper performance of a relevant function or activity in connection with this
Agreement. Each party represents and warrants that it shall be responsible for compliance with this
provision by all third parties engaged by it to perform services related to this Agreement and shall
require that such third parties agree to comply with all legal requirements required of such party under
this Agreement.
9.14 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.
9.15 Laws of the State of Oregon. The following laws of the State of Oregon are hereby incorporated
by reference into the Agreement: ORS 279B.220, 279B.230, and 27913.235.
11
9.16 Nondiscrimination. Mark43 agrees that no person shall, on the grounds of race, color, religion,
creed, sex, marital status, familial status or domestic partnership, national origin, age, mental or
physical disability,sexual orientation,gender identity or source of income,suffer discrimination in the
performance of this Agreement when employed by Mark43. Mark43 agrees to comply with all
applicable requirements of federal and state civil rights and rehabilitation statutes, rules and
regulations. Further, Mark43 agrees not to discriminate against a disadvantaged business
enterprise, minority-owned business, woman-owned business, a business that a service-disabled
veteran owns or an emerging small business enterprise certified under ORS 200.055, in awarding
subcontracts as required by ORS 279A.110.
9.17 Insurance.Mark43 shall obtain and maintain during the term of this Agreement and until Subscriber's
final acceptance of all Services and Software performed hereunder, a policy or policies of liability
insurance including commercial general liability insurance with a combined single limit, or the
equivalent,of not less than$2,000,000(two million dollars)for each occurrence for Bodily Injury and
Property Damage.
• The insurance required in this Article shall include the following coverages:
o Comprehensive General or Commercial General Liability, including personal injury,
contractual liability, and products/completed operations coverage;
o Automobile Liability.
• Each policy of such insurance shall be on an "occurrence" and not a "claims made"form, and
shall:
o Name as additional insured "the City of Tigard, Oregon, its officers, agents and
employees"with respect to claims arising out of Provider's Work under this Agreement;
o Apply to each named and additional named insured as though a separate policy had
been issued to each, provided that the policy limits shall not be increased thereby;
o Apply as primary coverage for each additional named insured except to the extent that
two or more such policies are intended to "layer" coverage and, taken together, they
provide total coverage from the first dollar of liability;
o Mark43 shall immediately notify the Subscriber of any change in insurance coverage
o Mark45 shall supply an endorsement naming the City, its officers, employees and
agents as additional insureds within sixty (60) days of the Effective Date of this
Agreement; and
o Be evidenced by a certificate or certificates of such insurance approved by the
Subscriber.
• All subject employers working under this Agreement are either employers that will comply with
ORS 656.017 or employers that are exempt under ORS 656.126.
• Mark43 shall carry Errors and Omissions (professional liability) coverage with combined single
limits of not less than $1,000,000 (one million dollars). Mark43 shall furnish evidence of such
coverage through a certificate of insurance in form acceptable to the Subscriber.
12
IN WITNESS WHEREOF,the parties have caused this Agreement to be executed by their
duly authorized representatives.
MARK43, INC. CITY OF TIGARD,OREGON
By: By:
Name: David Mihalchik Name:-«- ��Jrx�i is+•o✓
Title: Chief Growth Officer Title: shLo
Date:-5/1 6/2018 Date: 4;h�L2t21V
13
SCHEDULE A
Services Schedule
1. Services. The Services covered by this Agreement consists of the following:
a. Professional Services:
i. Project Management
ii. RMS Interface Control Documentation
iii. RMS Data Conversion Study
iv. RMS Configuration
v. RMS Interface Development(Subject to consent and cooperation of the third parties)
1.APS Report Beam
2.Tri-Tech CAD
3.LEDS/NCIC/DMV
4.File OnQ Evidence Software
5.ESRI Acr GIS briefing application/API
6.Washington County SO jail management system (Tiburon)
vi. RMS Data Conversion (Legacy vendor will provide Tigard Police Department RMS data to Mark43 in a
SQL Server or MYSQL [relational database]
1.RMS data migration
vii. RMS Interface Testing
viii. RMS Functional Testing
ix. RMS Trainer Training
x. RMS Cutover Support
b. SaaS Services:
i. The Applications to be provided are described as follows:
A. Records Management System (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
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
14
• 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
B. Data Exchange.
The Law Enforcement Data System (LEDS)is the statewide data system operated by
Oregon State Police. It is currently used by Subscriber to input and query national and
statewide criminal justice information, to include NCIC, NLETS, and the Oregon DMV.
Interfaces to these systems are not in scope for the projected go-live. The Parties
agree to evaluate the requirements together and agree on a time frame for completion.
Subscriber is responsible for determining which of these downstream data feeds will
continue to receive information at cutover. Subscriber,with the consent of Mark43, is
also responsible for determining the policies and procedures surrounding interfaces
between Mark43 Applications and third-party databases. Subscriber understands and
agrees that third party service providers may impose additional license,warranty and
other terms on Subscriber. Subscriber agrees to enter into additional agreements as
reasonably required by such third parties and Mark43. Mark43 reserves the right to
require a different warranty or SLA for maintenance of these interfaces.
ii. Upon completion of the Professional Services, Mark43 will provide Subscriber with the SaaS Services
for the Fees set forth in Section 4 below(the"Regular Usage Period"). [The parties anticipate that the
Regular Usage Period will commence on or about January 1, 2019.]
2. Initial Term. The Initial Term is a five (5)year period commencing on the Effective Date.
3. Renewal Terms. Any Renewal Terms shall be for a period of 1 year.
4. Fees. The Fee for the Initial Term is$259,200.00.
Mark43 Pricing is based on 72 sworn officers employed directly or indirectly by Subscriber. For each
year after the Base Year, Subscriber will certify to Mark43 the number of sworn officers employed
directly or indirectly by Subscriber as of the date that is sixty(60)days before the anniversary of the Go-
Live. Subscription fees for the upcoming year will be based on that headcount. In the event that
Subscriber increases its number of employed sworn officers during the Term by more than 7 officers,
then the annual fee shall increase by the "Annual Rate Per Sworn Officer" in excess of 79 sworn officers.
For the avoidance of doubt, pricing is based on a floor of 72 sworn officers, and will not decrease even if
fewer than 72 sworn officers are employed. The "Annual Rate Per Sworn Officer" is as follows: Years 1-
5: $720.00.
Mark43 will notify Subscriber of any changes to the Fees for a Renewal Term at least forty-five (45)days prior to
the start of the Renewal Term.
15
5. Payment Schedule. Subscriber will pay the Fees to Insight Public Sector, Inc., Mark43's authorized reseller
through a U.S. Communities contract in which the City is eligible to utilize, on the following schedule:
a. Initial Term:$259,200. Fees will be paid in accordance with the following schedule.
Payment Timeline Amount Due
Base Year $51,840.00
($25,920 Due at Contract Signing)
($25,920 Due at Go-Live)
Year 2(due on first anniversary of $51,840.00
Go-Live)
Year 3(due on second anniversary $51,840.00
of Go-Live)
Year 4(due on third anniversary of $51,840.00
Go-Live)
Year 5((due on fourth anniversary $51,840.00
of Go-Live)
Total Payments on Initial Term $259,200.00
b. Renewal Term: Fees for any Renewal Term will be paid on the first day of the Renewal Term.
6. Support Services. As part of the SaaS Services, subject to Section 2.4, Mark43 shall establish,sufficiently staff
and maintain the organization and processes necessary to provide telephone and/or email based technical
support, troubleshooting,error identification, isolation and remediation, and other assistance directly to
Subscriber and its Authorized Users to support Subscriber's use,deployment and validation of the SaaS
Services on a 24x7 basis, and after normal business hours and on holidays, as necessary to support Mark43's
obligations under this Agreement. The contact information for Mark43's technical support organization is
Support@mark43.com and Mark43 will notify Subscriber in writing of any changes no less than 5 days in
advance. Mark43 shall provide Subscriber with online access to its known-problem database and any other
resource containing information that will aid in problem and error resolution and correction, as well as any other
technical resources made electronically available to any of Mark43's other customers. The Mark43 account
manager or primary point of contact for Subscriber with respect to this Agreement will be Matthew Neal
matt.neal@mark43.com.
7. Service Levels. Mark43 shall provide the Applications in accordance with the following services levels.
a. Service Levels for the Records Management System (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(b)below("Service Levels for Integrated Third Party Software"). Mark43 shall provide
Subscriber with prompt notification as soon as it becomes aware of any actual or potential unscheduled
downtime(defined below)of the RMS, as well as continual periodic updates during the unscheduled
downtime regarding Mark43's progress in remedying the unavailability and the estimated time at which
the RMS shall be available.
ii. RMS Service Credits. In the event that Mark43 fails to make the RMS available at least 99.9%of the
time in any given month during the Regular Usage Period due to RMS Unavailability(as defined below),
Mark43 will credit the Subscriber's account for the unavailable RMS as follows:
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Credit
RMS Availability(Monthly) Percentage
Above 99.9% 0%
99.8-99.0% 10%
98.9-98.0% 20%
Below 97.9% 30%
"RMS Unavailability"is defined as the percentage of minutes per month in which the RMS is completely
and generally unavailable for Subscriber's use (but not the use of any one Authorized User), provided
that RMS Unavailability does not include any unavailability attributable to: (a)RMS Scheduled
Downtime for maintenance (whether by Mark43, by a vendor, or by Subscriber); (b)acts or omissions of
Subscriber or any Subscriber user of the RMS; (c)server downtime related to connectivity issues
resulting from Third Party-managed VPN access to hosted server or Subscriber internal network
problems; (d)defects or bugs in the Applications or Software caused by Subscriber, any Authorized
User, or any Affiliate, employee, agent or independent contractor of Subscriber; or(e)any other
cause(s)beyond Mark43's reasonable control, including but not limited to those caused by Third Party
Data services (e.g. Department of Motor Vehicles license plate database), Third Party Components,
overall internet congestion or a force majeure. Subscriber will be responsible for immediately notifying
Mark43 of all Third Party-managed VPN access and internal or external (e.g. internet service provider)
network problems that arise.
"Credit Percentage"means the applicable percentage of the portion of the Fees attributable to Services
in the calendar month in which the RMS Unavailability occurs. For example, if Subscriber has paid
Mark43$1,000 for one year of a Regular Usage Period, and the RMS Availability falls to 99.5%during
any calendar month in that year, then Mark43 will owe Subscriber a 10%credit on that month's portion
of the Fee, or: $1,000/12=$83.33 per month, and 10%of$83.33=$8.33. In this example, Mark43
would owe Subscriber$8.33 in credit for the month in which RMS Availability fell to 99.5%.
In order to receive this credit, Subscriber must notify Mark43 in writing within fifteen (15)days following
the end of the month the RMS Unavailability occurred.All claims are subject to review and verification
by Mark43 prior to any credits being granted. Mark43 will acknowledge credit requests within fifteen (15)
business days of receipt and will inform Subscriber whether such claim request is approved or denied.
The issuance of RMS Service Credit by Mark43 hereunder is Subscriber's sole and exclusive remedy
for any failure by Mark43 to satisfy the service levels set forth in this Section 7(a).
b. Service Levels for 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(b). Credit Percentages Service Credits referenced elsewhere in this Contract shall
not apply to downtime caused by Integrated Third Party Software or the integrations or connections to
Integrated Third Party Software.
i. Availability of Third Party Applications. The Statement of Work will outline specific Third Party
Application integrations (the "Integrated Third Party Software")to be performed by Mark43 during the
Professional Services Period, and the Subscriber's and Mark43's respective rights regarding acceptance
of those Services. During the Regular Usage Period, the Integrated Third Party Software shall be
operational no less than 99.9%of the time on a 24x7 basis,excluding any scheduled maintenance of the
Integrated Third Party Software (whether scheduled by Mark43 or by the third party provider, the
"Integration Scheduled Downtime"); provided, however, that Mark43 shall not be responsible for
downtime caused by upgrades or updates to Integrated Third Party Software of which Mark43 does not
receive the requisite advance notice,and such downtime will not count against the service levels promised
herein. Mark43 agrees that it shall schedule any Integration Scheduled Downtime on minimal traffic days
whenever possible. The Parties further agree that Mark43 shall not schedule in excess of 90 minutes of
Integration Scheduled Downtime in during any 30-day period. Mark43 shall provide Subscriber with
immediate telephone notification to the point of contact set forth in the Contract as soon as it becomes
aware of any actual or potential unavailability of an Integration other than Integration Scheduled Downtime
("Integration Unscheduled Downtime"), as well as continual periodic updates during the Integration
Unscheduled Downtime regarding Mark43's progress in remedying the unavailability and the estimated
time at which the Integration shall be available.
ii. Responsibilities for Planned Updates. Subscriber shall provide Mark43 with prompt notice, and in no
case fewer than forty-five (45) days' advance notice, of any update by the Third Party provider of
17
Integrated Third Party Software. Mark43 shall undertake commercially reasonable efforts to patch, repair
or update the Software in order to integrate it with the updated Integrated Third Party Software.
iii. Responsibilities for Planned Upgrades. Subscriber shall provide Mark43 with prompt notice, and in
no case fewer than ninety(90)days'advance notice,of any planned upgrade by the Third Party provider
of Integrated Third Party Software. Mark43 shall evaluate the time and resources required to patch, repair
or update the Software in order to integrate it with the upgraded Integrated Third Party Software. The
Parties shall engage in good faith negotiations to agree on the terms (including, without limitation,
schedule and price)on which Mark43 would develop a patch, repair, update or Upgrade to integrate the
Software with the Integrated Third Party Software.
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SCHEDULE B
Transition Assistance
Upon termination of the Agreement for any reason, and subject to all Fees due being paid in full, Mark43 will create
searchable PDFs of each record (each, a"Record")and provide them to the Subscriber for download. Subscriber
may request, and Mark43 will consider, other formats in which to create the Records, but the final format of all
Records will be determined in Mark43's sole discretion. Records can be uploaded to Subscriber's new records
management system by the Subscriber or its new vendor.
1. Preparation
a. The Subscriber will provide the desired cutoff date of the SaaS Services(the"Cutoff Date"), at which time
all existing user accounts will be terminated.
b. Mark43 will provide one (1)account for the Subscriber to access a web-based storage platform to retrieve
Subscriber documents and Records (the"Transition Account").The Transition Account will be available to
Subscriber for thirty(30)days prior to the Cutoff Date.
2. Content
a. Each Report in Cobalt will be recreated as a searchable PDF(or other mutually agreed to format as
described above)using the standard Cobalt format then in use.
b. All archive files will be accessible via the internet on the Cutoff Date.
3. Support
a. Mark43 will maintain Subscriber data in Cobalt for up to 1 year following the Cutoff Date.
b. Mark43 will maintain Subscriber PDF archives for up to 2 years following the Cutoff Date.
c. Mark43 will resolve any issues it deems to be the result of errors in the Cobalt platform or export process for
a period of six(6)months after the Cutoff Date.
d. Within 6 months from the date of deletion of Subscriber Data from all Mark43 online systems, all Subscriber
Data will be erased from database backups.
e. Notwithstanding the foregoing, Mark43 reserves the right to retain Subscriber Data on audit logs and server
system logs and in support tickets, support requests and direct communications with Mark43.
Transition Assistance as outlined in this Schedule B is included in the Fees charged to Subscriber for the Services.
Fees are due and payable up to the Cutoff Date. In the event that any Fees have not been paid as required in this
Agreement, Mark43 may retain all Records and decline to provide the support outlined in Section 3 of Schedule B
above until such Fees are paid in full.
19
SCHEDULE C
Technical Requirements
This Schedule lists the minimum technical requirements required for Mark43's RMS, Data Exchange,and Evidence
Management applications.This also describes the requirements for Mark43 interface servers.Third Party Providers
and subcontractors may have additional requirements that are not listed here.
1. MARK43 RMS
1.1 RMS Workstation Requirements
Item Minimum Recommended
Operating System Windows 7+,Apple OS X 10.X Windows 10, Mac OS 10.X
Processor 1x dual-core processor 1x dual-core processor or
greater
Architecture x64/x86 x64
Memory 2 GB 4 GB+
Network Card 1x 2Mbps+ NIC 1x 10Mbps+ NIC
Display(s) 1x 1024x768 1 x 1920x1080
Hard Drive 1 GB available space 5 GB available space
Graphics Card N/A N/A
Bandwidth 2 Mbps 5+ Mbps
RMS Workstation Site Internet Requirements
The Mark43 platform operates as a single-page application where most of the heavy download load is needed only
on initial page load for each user. Mark43 recommends for the RMS application an overall internet bandwidth
connection of 1+ Mbps per concurrent user using that connection. Actual performance and usage may vary greatly
depending on user usage of other internet-connected applications and your ISP.
20
1.2 RMS Browser Requirements
Mark43 RMS is web-based and requires a modern web browser to access the system. Mark43 RMS supports all
versions of Microsoft Internet Explorer and Google Chrome that receive technical support and security updates
from the browser vendor.
• Google Chrome(latest)
• Microsoft Internet Explorer:All versions of Microsoft Internet Explorer that receive technical support and
browser updates. (As of 10/15/2017 this is IE 11+, Microsoft Edge)
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
21
2. MARK43 EVIDENCE(IF APPLICABLE)
2.1 Evidence Workstation Requirements
Evidence workstation requirements mirror the RMS workstation requirements.As evidence is loaded as a module
of the RMS.
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/x86
Memory 4 GB 6 GB+
Network Card 1x 2Mbps+ NIC 1x 10Mbps+ NIC
Screen Resolution 1024768 1920x1080
Hard Drive 1 GB available space 5 GB available space
Display(s) 1x 1024x768 monitor 1x 1920x1060
Graphics Card N/A N/A
Bandwidth 2 Mbps 5+ Mbps
2.2 Evidence Smartphone Mobile Application
- Platforms:
o Android version 5+
- Recommended Device:
o Samsung Galaxy S7+
2.3 Evidence Barcode Printer Requirements
Mark43 Evidence product requires a barcode printer to optimize the evidence management process. Mark43
integrates seamlessly with Zebra barcode printing hardware and requires the following characteristics from its
printers:
- Prints 4"x 2" labels horizontally
- At least 300 DPI resolution
- Thermal Transfer
- Zebra Programming Language(ZPL)
- USB or Ethernet connectivity
mmmamy --ems gre
Smartphone Android phone version 5.0+
Barcode printer Brand:Zebra
Desktop Printers
GK420t, GX420t, GX430t, and ZD500
Industrial Printers
110XA, 140Xi4, 170Xi4,220XA, ZT220,ZT230,ZT410, and ZT420
Below are listed specific models that have been tested to work with Mark43's evidence module.
- Zebra GX43-102410-000
Label Requirements
The Mark43 Evidence module can currently only print on horizontal 4x2 inch labels. We recommend
Thermal Transfer labels,which need a separate ink ribbon
22
3. MARK43 DATA EXCHANGE(IF APPLICABLE)
The Mark43 Data exchange functionality is enabled through the RMS application. Additional interface servers
may be required to support Mark43 Data Exchange data flows, depending on the department's size and
complexity.
4. MARK43 INTERFACE SERVERS(IF APPLICABLE)
If 3rd party integrations are required, interface server(s)may be installed on site.The requirements of an interface
server are as follows. The recommended number of interface servers needed depends on the interface
requirements of the agency as well as the number of users supported by the data exchange product.
Item Minimum Recommended
Operating System Ubuntu Linux(latest LTS) Ubuntu Linux(latest LTS)
Processor speed &quantity 4x CPUs 8x+ CPUs
Architecture x64/x86 x64/x86
Memory 8 GB 16+ GB
Network Card 1x 100 Mbps NIC 2x 1Gbps NICs
Display(s) N/A N/A
Hard Drive 250 GB 500 GB
Graphics Card N/A N/A
23
SCHEDULE D
Additional License Terms
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://mal)s.google.com/help/terms maps.html
Google Privacy Policy: https://policies.google.com/privacv?hl=en&ql=us
Acceptable Use: https://enterprise.google.com/maps/terms/universal aup.html
Amazon:
Universal Service Terms: htti)s://aws.amazon.com/service-terms/
Acceptable Use: https://aws.amazon.com/aup/
24
EXHIBIT A
Statement of Work
See Attached.
25
TIGARD POLICE DEPARTMENT
Mark43 STATEMENT OF WORK
Table of Contents
OVERVIEW 3
I. Introduction 3
II. Roles& Responsibilities 4
1. Project Team 4
2. Working Groups 5
III. Project Management Guidelines 8
IV. Document Format 9
PHASE A: PROJECT SCOPING 10
I. Project Kickoff 10
1. Project Kick-Off Meeting 10
II.Technical Scoping 11
1. Agency Assessment 12
2. Requirements Fit&Gap 13
3. Interface Control Documentation 14
4. Data Migration Scoping Document 16
5. System Hardware Review 18
5. Implementation Plan & Project Schedule Review 19
PHASE B: PROJECT DELIVERY 21
I. Configuration & Development 21
1. Production Configuration 21
2. Interface Development 22
II. Functional Testing&Acceptance 24
1. Workflow& Product Testing 24
2. Interface Testing 25
3. Data Migration Execution &Testing 27
III.Training 29
1. Product Documentation 29
2.Admin Training 30
3.Train-the-Trainer Training 31
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 1
IV. Cutover 33
1. Cutover Plan 33
2. Policy/General Orders Review 34
2. Cutover Readiness Review 35
3. Cutover 37
4. Project Closure 38
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 2
OVERVIEW
I. Introduction
This statement of work(hereinafter"SOW")which is attached to the Technology Services Contract
dated as of May 23, 2018 between Mark43, Inc. and Tigard Police Agency, as Exhibit A, details the effort
necessary by Mark43 (hereinafter"Contractor") to implement for its Records Management System
(RMS) and Evidence Management System (EMS), along with interfaces to third party software as
specified herein (hereinafter "System") at the Tigard Police Agency(hereinafter"Agency").
The Contractor will be responsible for all project tasks specified in the SOW, including building interfaces
data conversion/migration,testing, implementing,training, go-live and maintenance support.
Notwithstanding the foregoing, or anything to the contrary in the Contract, this SOW, or any other
agreement,the Agency agrees and understands that it, and not the Contractor, 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.
The SOW guides the primary activities and responsibilities for implementation of the System. It
documents project implementation requirements, identifies each major task within the implementation
process, sets expectations for each party and identifies the criteria by which a task will be considered
complete.
The parties intend for system Go-Live to occur no later than January 1, 2019.The Contractor and Agency
agree that critical project milestones and deadlines will need to be met leading up to this Go Live date in
order for that date to be achieved. Should the Contractor and/or Agency not meet the expectations
detailed below,the projected go-live dates will be delayed accordingly.The Agency agrees that
Contractor shall not be held responsible for delays not within Contractor's control, including without
limitation the Agency's failure to obtain any necessary consents or agreement from Third Party
Providers.
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 3
II. Roles & Responsibilities
1. Project Team
Mark43's Project Implementation Team will consist of the following personnel:
Mark43 Proiect Team
ROLE RESPONSIBILITIES .o
The Project Executive Sponsor is the Dave Jochim
Project Executive Sponsor escalation point for issues that arise Allan Mackiewicz
beyond the project level.
The Implementation Team will work
closely with Agency Project Managers, Matt Neal
Workflow Decision Makers, and
Implementation Team Superusers through the
implementation process.The
Implementation Manager will be the
Agency's primary point of contact.
The Mark43 Technical Services Team is Karen Xiao
responsible for determine the scope of
data migrations and any technical
Technical Services Team integrations between Mark43 systems
and other Third Party systems.This
team will work closely with Agency IT
personnel to ensure integration and
data migration timelines are met.
The Mark43 Support Team is Greer Davis
responsible for training Agency
trainers in accordance with "train the
trainer" methodology. Mark43
Operational Support Team Helpdesk representatives will also be
responsible for providing 24/7 user
support during and after cutover to
the Mark43 platform.
The Agency Project Team should consist of designated personnel with the skill sets, knowledge, and
backgrounds required to implement the new platform. Mark43 recommends that the Agency adopt the
following Project Team structure and associated responsibilities:
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 4
Agency Proiect Team
ROLE RESPONSIBILITIES .O
Executive Sponsors are the escalation Cdr Robert Rogers
point for issues that arise beyond the
project level. Executive Sponsors are
Executive Sponsor
also responsible for making decisions
on recommended business process
changes and other related items.
The Project Manager is Mark43's Lt Brad Sitton
primary point of contact in the Agency
during the implementation process.
Project Manager The Project Manager is responsible for
the day-to-day coordination of project
activities with the Agency Project
Team and with the Mark43
Implementation Manager.
Working Group Leaders are
representatives from various
functional groups within the Agency
who have the expertise to opine on
workflows and the authority to make
Working Group Leaders
decisions on changes to workflows at
launch.These Working Group Leaders
will serve as the lead Agency
representative for their respective
working groups (see below).
2. Working Groups
Throughout the implementation, Working Groups will be responsible for supporting, informing, and
making decisions on the various tasks required for launch. Working Groups will be comprised of both
Mark43 and Agency representatives.
Working Groups should include individuals who are able to answer specific questions about their area of
responsibility. Additional Working Groups may be required based on the unique needs of the Agency.
The Working Group Leaders will be empowered with the authority to act as the final decision-maker for
changes in system-related workflows, as needed.
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 5
WORKING • • • • • •
Review and sign off on business Sgt Cameron Odam
processes related to first responder, Ofc Tyler Sanford
Patrol (Officers and patrol, and patrol supervisor workflows Ofc Nick Nunn
Supervisors)
in Mark43 systems based on expert
knowledge of Agency policies.
Review and sign off on business Sgt Monty Fox
processes related to investigations and
Investigations (Detectives& case management, to include detective
Supervisors) and detective supervisor workflows in
Mark43 systems based on expert
knowledge of Agency policies.
Review and sign off on business Cindy Pierce
processes related to records workflows,
Records to include answering public information
requests and expungements in Mark43
systems based on expert knowledge of
Agency policies.
Review and sign off on business Darla Smith
processes related to property room
Property& Evidence workflows, to include logging and
tracking evidence in Mark43
systems based on expert knowledge of
Agency policies.
Review and sign off on business N/A
processes related to the booking and
Booking processing of arrestees in Mark43
systems based on expert knowledge of
Agency policies.
Review and sign off on business Ambra Farrier
UCR/NIBRS processes related to monthly UCR or
NIBRS reporting based on expert
knowledge of Agency policies.
Review and sign off on business Gayla Shillitto
processes related to statistical analysis
Crime Analysis of data in Mark43 systems based on
expert knowledge of Agency policies
and needs.
Responsible for providing the Mark43 Rob Adams
GIS Implementation Team with mapping
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 6
updates during the course of the
project and for installing map updates
after implementation.
Review and approve on business N/A
processes relation to Communications,
Communications& Dispatch call-taker, and dispatcher workflows in
Mark43 systems based on expert
knowledge of Agency policies.
Identify scope and provide Mike Nolop
documentation for any data migration,
interfaces, and technical gaps between
existing systems and the Mark43
Technology platform. Responsible for providing the
Mark43 Implementation Team with
access to Third Party Vendors and/or
other technical experts as needed to
facilitate project goals.
Identify areas of business process Lt Brad Sitton
improvement in conjunction with
Policy&Change Management cutover to the Mark43 platform, as well
as draft and refine policy and/or
General Order changes for approval by
Agency Sponsors.
Develop training plan for end users, Sgt Cameron Odam
Trainers, and system administrators. Ofc Tyler Sanford
Responsible for scheduling training Cindy Pierce
Training sessions, as well as tracking and Ofc Nick Nunn
reporting training progress to the
Mark43 Project Team and Agency
Project Manager
Define support model for Mark43 IT
systems, and establish connections to
Support
existing Agency IT support (e.g.
Helpdesk).
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 7
III. Project Management Guidelines
Mark43's project management responsibilities include the following:
• Maintaining communications with the Agency Project Manager
• Managing the efforts of the Mark43 Project Team and coordinating Mark43's activities with the
Agency Project Manager
• Managing the efforts of subcontractors (if any) used by Mark43 in the performance of the
project
• Conducting monthly on-site status meeting with the Agency Project Manager
• Conducting weekly project review meetings with the Agency Project Manager via telephone
conference calls
• Responding to issues raised by the Agency Project Manager within ten (10) calendar days
• Maintaining a list of project risks
• Preparing and submitting monthly status reports which include: the accomplishments of the
previous month; planned activities; and any updates to the project schedule
• Ensuring Agency personnel have ample time, resources, and expertise to carry out their
respective tasks and responsibilities
Agency project management responsibilities include the following:
• Maintaining communications with the Mark43 Implementation Manager
• Managing the efforts of Agency personnel and coordinating Agency activities with the Mark43
Implementation Manager
• Participating in status meeting with the Mark43 Implementation Manager on a monthly basis, or
as may otherwise be reasonably required,to discuss project status
• Participating in weekly project review meeting with the Mark43 Implementation Manager via
telephone conference calls
• Providing responses to issues raised by the Mark43 Implementation Manager via telephone
conference calls
• Ensuring that Agency personnel have ample time, resources and expertise to carry out their
respective tasks and responsibilities
• Providing workspace for Mark43 personnel, as reasonably requested
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 8
IV. Document Format
The Implementation Plan outlined within this document is broken into two phases:
• Phase A: Project Scoping
• Phase B: Project Delivery
Each task identified in this document includes the following:
• Task Description
• Mark43/Agency Participants
• Prerequisites
• Deliverables
• Mark43/Agency Responsibilities
• Completion Criteria
The tasks defined in this document may not be listed chronologically, and the actual project
implementation tasks and timelines will follow the mutually agreed to Project Schedule, unless
otherwise noted.Additional details regarding timeline and sequencing of the tasks outlined below be
found in the Project Schedule.
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 9
PHASE A: PROJECT SCOPING
I. Project Kickoff
The purpose of this phase is to commence the RMS implementation.The following tasks must occur
prior to the start of the project and must include Mark43 and Agency project teams.
1. Project Kick-Off Meeting
The objective of this task is to ensure that all project assumptions are valid and all requirements
understood prior to beginning any significant work.A meeting to kick-off the project will be held onsite
after the Contract has been executed. During this meeting, the following topics will be covered:
• Logistics
o Facilities tour, conducted by the Agency Project Manager
o Facilities access and security requirements (during and after normal business hours)
o Work space requirements for Mark43 personnel while onsite
• Project Organization, Roles, and Responsibilities
o Project team members and contact information
o Communication Plan
o Project overview (high level review of implementation and project milestones)
o High level review of product and project deliverables
• Known project risks
Mark43 Team Participation
• Project Executive Sponsor
• Implementation Team Representative(s)
Agency Team Participation
• Executive Sponsor
• Project Manager
• All Working Group Leaders
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 10
Prerequisites
• Contract signed
Mark43 Responsibilities
• Review the project organization, roles, and responsibilities with the Agency
• Conduct a project overview including a preview of the Implementation Timeline &
Implementation Phases to answer any outstanding questions
• Inform the Agency of VPN requirements for project implementation and continued system
maintenance
Agency Responsibilities
• Provide location and logistical support for project planning meeting
• Provide a complete list of stakeholders,to include Working Group Leaders and Working Group
POCs, and any other resources as recommended by the Agency and the Mark43 Implementation
Team
Deliverables
• Project kick-off meeting notes
Completion Criteria
This task is considered complete after the on-site Project Kick-off Meeting with Mark43 representatives
in attendance; and upon delivery of the meeting minutes to the Agency.
II. Technical Scoping
The purpose of this phase is to define the technical scope of the project.This involves getting
acquainted with existing Agency processes, analyzing product requirements, and determining the
product development scope required for go-live in conjunction with the Mark43 product roadmap.This
phase also involves defining interface and data migration requirements.
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 11
1. Agency Assessment
Mark43 will conduct an onsite Agency Assessment early in the project lifecycle with stakeholders from
various Agency working groups.The purpose of the Agency Assessment is to enable Mark43 to gain an
understanding of all current RMS workflows.Additionally, these sessions are designed to help Mark43
and the Agency begin to determine the most effective and efficient use of the proposed solution before
it is implemented.
Following the conclusion of the Agency Assessment, Mark43 will develop a Current State Analysis
document.This document will provide a summary of the Agency's existing RMS business processes, as
discussed during Agency Assessment focus sessions. Mark43 will provide the Current State Analysis to
the Agency for review and incorporate any Agency feedback and comments into the final version.
Mark43 Team Participation
• Implementations Team Representative(s)
• Product Team Representative(s)
Agency Team Participation
• Project Manager
• All Working Group Leaders
• All Working Group Representatives
Prerequisites
• Project Kick-off Meeting
Deliverables
• On-site visit agenda
• Draft Current State Analysis
• Final Current State Analysis
Mark43 Responsibilities
• Develop Agency Assessment materials, including an agenda
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 12
• Conduct Agency Assessments sessions
• Document Agency Assessment findings
• Develop draft Current State Analysis
• Incorporate Agency comments and deliver final Current State Analysis
Agency Responsibilities
• Coordinate Agency Assessment sessions with Mark43
• Identify Agency Assessment attendees and ensure they attend the session
• Provide meeting room(s) for Agency Assessment sessions
Completion Criteria
This task is considered complete when the Agency accepts the final Mark43 Current State Analysis
incorporating Agency feedback and comments.
2. Requirements Fit & Gap
Mark43 will perform a Fit& Gap Analysis to evaluate how the Mark43 platform can be used to meet
Agency requirements.The Fit & Gap ultimately represents the fusion of findings from the Agency
Assessment, an onsite research period, with development timelines within the Mark43 Product
Roadmap.
Each requirement will be sorted into a 'requirement category' which aligns with Mark43 development
activities. Subsequently, each requirement will be designated a 'Fit'vs. 'Gap' categorization.The
timelines and scope agreed to as part of the Fit&Gap will provide the foundation for an
Implementation Plan and Project Schedule, detailing the implementation phases, completion criteria,
and tasks required prior to go-live.
Mark43 Team Participation
• Implementations Team Representative(s)
Agency Team Participation
• Project Manager
• All Working Group Leaders
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 13
Prerequisites
• Project Kick-off Meeting
• Agency Assessment
Deliverables
• On-site Fit& Gap Agenda
• Fit&Gap Requirements Matrix
• Mark43 Product Roadmap
Mark43 Responsibilities
• Develop Fit& Gap materials, including an Agenda and Requirements Matrix
• Conduct Fit&Gap sessions
• Document Fit&Gap decisions
Agency Responsibilities
• Coordinate Fit&Gap sessions with Mark43
• Identify Fit& Gap attendees and ensure they attend the session
• Provide meeting room(s)for Fit &Gap sessions
• Review and approve Fit&Gap Requirements Matrix
Completion Criteria
This task is considered complete when the Agency reviews and approves Mark43's Fit& Gap
Requirements designation,to include the product development scope required prior to go-live.
3. Interface Control Documentation
The purpose of this phase is to identify products and/or databases with which the Mark43 platform is to
be interfaced, and to obtain the specific documentation required to develop an Interface Control
Document (ICD)for each interface.
During this phase,the Agency will schedule a series of interface conversations with relevant third
parties, such as other vendors, state agencies, and local agencies,that represent products and/or
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 14
databases with which Mark43 products are to be interfaced. Mark43 will speak with the provided points
of contact, research interface requirements and gather any available documentation that can clarify
data schema, protocols, and query specifications the Mark43 needs to develop and test the interfaces.
Mark43 will finalize the ICDs and deliver the documents to the Agency for approval of the functional
content of the ICDs. Mark43 is responsible for ensuring the technical accuracy of the ICDs.
Mark43 Team Participation
• Implementation Team Representative(s)
• Technical Services Team Representative(s)
Agency Team Participation
• Project Manager
• Technology Working Group Leader
• Technology Working Group Representative(s)
• Third Party Provider Integration Stakeholder(s)
Prerequisites
• Project Kick-off Meeting
Deliverables
• Complete list of desired interfaces
• Interface Control Documentation for each interface
Mark43 Responsibilities
• Lead the interface requirements gathering process, tracking outstanding items requiring
resolution
• Convene with the Agency and third party points of contact to gather information required to
develop ICDs
• Draft and present ICD documentation for both the Agency and Third Party Providers
• Finalize ICDs for Agency review and approval
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 15
Agency Responsibilities
• Provide a finalized list of all third party systems with which an interface to the Mark43 platform
is required
• Provide Mark43 with the following points of contact:
o Persons the Agency who are knowledgeable about the workflow, data requirements,
software, and hardware requirements for each interface
o Persons associated with each Third Party Provider with whom an interface will be
developed
o Persons who can provide Mark43 with schema, protocols, and query specifications for
Agency hardware and software components for all interfaces
• Enter into agreement(s) and/or statement(s) or work with Third Party Providers outlining any
responsibilities of each Third Party Provider in connection with the interfaces and agreeing to
pay related costs, expenses and fees of Third Party Providers as needed
• Review and approve the content of the ICD documentation
Completion Criteria
This task is considered complete when the Agency has reviewed and approved the content of the
finalized ICDs.
4. Data Migration Scoping Document
The purpose of this phase is to identify legacy database(s)that are candidates for conversion into the
Mark43 platform, and determine the scope of the proposed Data Migration.
During this phase,the Agency will schedule a series of data migration conversations to gather
information about the identified legacy database(s). During these sessions, Mark43 will:
• Interview Agency subject matter experts
• View legacy data in the current system to see where it might fit in the Mark43 database
• Examine documentation and sample data from the legacy system(s)
At the conclusion of the analysis, Mark43 will draft and deliver a Data Migration Scope document that
contains:
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 16
• Identification of functional areas of the legacy system that are considered good candidates for
conversion and those areas that are not considered good candidates
• Proposed scope of Data Migration activities
• The historical time frame of the data to be converted
Mark43 Team Participation
• Implementation Team Representative(s)
• Technical Services Team Representative(s)
Agency Team Participation
• Project Manager
• Technology Working Group Leader
• Technology Working Group Representative(s)
Prerequisites
• Project Planning Meeting
Deliverables
• Mark43 Data Migration Scope Document
Mark43 Responsibilities
• Remotely gather information necessary to analyze legacy data conversion options
• Draft and deliver Mark43 Data Migration Scope Document
Agency Responsibilities
• Supply a subset of data to the Mark43 Technical Services Team for use in the analysis and data
mapping for data conversion
• Ensure Working Group Representatives who understand the structure and the use of legacy
data are available to work with the Mark43 Technical Services Team for the duration of this task
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 17
• Provide additional data or scrubbed data based on feedback from the Mark43 Technical Services
Team, if requested
Completion Criteria
This task is considered complete upon the Agency's acceptance of the Mark43 Data Migration Scope
Document.
5. System Hardware Review
The objective of this task is to ensure the Agency's hardware and operating system server software can
support the Mark43 platform. As part of this task, Mark43 will facilitate a discussion with the Agency
regarding the Agency's hardware and network environment.
The Agency will also need to order any hardware and system software for which it is responsible, and
which is needed to establish the System's functionality(e.g. Zebra label printers, smartphone for mobile
evidence scanner, integration servers, internet browsers).
Mark43 Team Participation
• Implementation Team Representative(s)
• Technical Services Team Representative(s)
Agency Team Participation
• Project Manager
• Technology Working Group Leader
• Technology Working Group Representative(s)
Prerequisites
• Project Kick-off Meeting
Deliverables
• Final list of hardware and/or software required to effectively utilize the Mark43 platform (i.e,
interface servers, evidence printers)
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 18
Mark43 Responsibilities
• Review and validate the specific hardware and software requirements with the Agency
Agency Responsibilities
• Order hardware and operating software required to effectively utilize the Mark43 platform
Completion Criteria
This task is considered complete after Mark43 has provided the hardware and/or software
requirements, and the Agency has ordered and installed any required system hardware and/or
software.
5. Implementation Plan & Project Schedule Review
The Implementation Plan & Project Schedule identify all tasks to be completed prior to cutover to the
Mark43 platform.
Mark43 and the Agency Project Managers will meet to review the Implementation Plan &Schedule.
Together, they will verify the availability of resources to complete the tasks outlined in the documents
and adjust the schedule to accommodate any known variations in availability.The Mark43
Implementation Manager will be responsible for updating the project schedule accordingly.
The Project Schedule will be updated and reviewed monthly. Any subsequent changes to the Project
Schedule will be mutually agreed upon and occur as part of the monthly Project Status Report provided
by the Mark43 Implementation Manager.
Mark43 Team Participation
• Implementation Team Representative(s)
Agency Team Participation
• Executive Sponsor
• Project Manager
Prerequisites
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 19
• Project Kick-off meeting
• Agency Assessment
• Fit &Gap Analysis
Deliverables
• Completed Implementation Plan
• Completed Project Schedule
Mark43 Responsibilities
• Conduct a project overview including a review of the Implementation Plan to answer any
outstanding questions and verify all aspects of the Project approach
• Present and discuss Project Schedule
• Work with the Agency to identify and document any potential project risks
• Update Project Schedule with the Agency and make changes and/or corrections that are
mutually agreed upon
Agency Responsibilities
• Review the Implementation Plan and work with Mark43 to verify the project approach
• Provide location and logistical support for project planning meeting
• Provide input to the Project Schedule
• Commit resources to be available when required per the Project Schedule
• Review and approve the final Project Schedule within seven (7) calendar days of the Project
Schedule Review
Completion Criteria
This task is considered complete upon Agency approval of the Project Schedule resulting from the
Project Schedule Review.
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 20
PHASE 6: PROJECT DELIVERY
I. Configuration & Development
1. Production Configuration
The purpose of this task is to create and configure a Mark43 tenant to enable user testing of workflows
and general product functionality. Mark43 will provide a Configuration Workstream document, outlining
suggested milestones to configure elements of the application such as:
• Users
• Roles
• Attributes
• Shapefiles
• Offense Codes
Following the steps, sub tasks, and milestones outlined in the Configuration Workstream document will
prepare the Agency to execute User Acceptance Testing against a set of configurations that have been
vetted and validated by project leadership. These steps and milestones include Deep Dive training
sessions with the Mark43 Training Team on particular elements of the product, as well as a series of
workflow decision points.
Mark43 Team Participation
• Implementation Team Representative(s)
• Training Team Representatives)
Agency Team Participation
• Project Manager
• All Working Group Leaders
• All Working Group Representatives
Prerequisites
• Fit &Gap Analysis
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 21
Deliverables
• Mark43 tenant for Agency
• Configuration Workstream:Activities& Milestones Document
Mark43 Responsibilities
• Create a tenant on the Mark43 platform
• Provide Deep Dive training sessions on various elements of the platform
• Provide Configuration templates and uploader formats for Agency use
Agency Responsibilities
• Adhere to the timelines milestones outlined in the Configuration Workstream:Activities&
Milestones Document
• Provide documented sign-off on configuration determinations
Completion Criteria
This task is considered complete when the Agency verifies that the tenant has been created and is prepared for User
Acceptance Testing.
2. Interface Development
During this task, Mark43 will develop the interfaces identified during the Technical Scoping phase of the
project, per the specifications outlined in the Agency-approved Interface Control Documents. Once the
interfaces have passed Mark43's internal testing,the interface software will be ready for Agency testing.
Mark43 Team Participation
• Implementation Team Representative(s)
• Technical Services Team Representative(s)
Agency Team Participation
• Project Manager
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 22
• Technology Working Group Leader
• Technology Working Group Representative(s)
• Third Party Provider Interface Stakeholder(s)
Prerequisites
• Agency review and approval of the ICDs
• Operation or availability of the external system or Third Party Provider software
Deliverables
• Interfaces developed per the approved ICDs
• Interface software deployed in the Training tenant for testing
Mark43 Responsibilities
• Work with the required stakeholders to review interface requirements and design interfaces
• Develop interface software
• Conduct internal interface testing, prior to deployment
Agency Responsibilities
• Provide subject matter expertise to Mark43, as needed
• Provide System Administrator support to Mark43, as needed
• Provide introductions to appropriate points of contacts with Third Party Providers, as needed
• Provide Mark43 with any available technical documentation on third party systems and how
data can be accessed (Data dictionaries, entity relationship documents or ICDs for existing
interfaces)
• Provide VPN accounts to the Technical Services Team to access the network for interface
development,testing and maintenance
• Provide the following values to Mark43:
o IP addresses for remote databases
o Socket value for remote systems
o Operator IDs (ORIS,terminal mnemonics, as needed by remote systems)
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 23
Completion Criteria
This task is considered complete when each required interface is developed and tested in accordance
with scope identified in the ICDs.
II. Functional Testing & Acceptance
1. Workflow & Product Testing
Mark43 and Agency representatives will conduct User Acceptance Testing of workflows defined during
Product Configuration, as well of functional testing of the Mark43 platform.
With regard to workflows, user group representatives will receive training on proposed Mark43
workflows. User groups will follow the instructions outlined in Mark43 Workflow Guides, as well as
'parallel process'with real world use cases to vet and validate proposed workflows across the Mark43
platform. Mark43 and the Agency will work to document and implement proposed configuration and
workflow changes as a result of feedback received throughout testing.
With regard to product functionality, Agency Working Group representatives will verify the operability
of each functional item in test scripts provided by Mark43. Mark43 and the Agency will jointly document
and track the results of the test as either pass or fail. Mark43 will have up to ten (10) business days to
propose a preliminary solution and delivery estimate for any functional item that fails a test.The Agency
will re-test Mark43 corrections and report the findings until issues are resolved.
Mark43 Team Participation
• Implementation Team Representative(s)
Agency Team Participation
• Project Manager
• Representatives from all Working Groups
Prerequisites
• Product Configuration
Deliverables
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 24
• Mark43-created test scripts and workflow guides to verify the operability of Mark43 features
and workflows
• Completion of Mark43 Functional Testing
Mark43 Responsibilities
• Certify all applicable software, systems and ancillary systems as ready for Mark43 functional
testing
• Provide on-site assistance during functional testing, as needed
• Document and review any discrepancies identified during the functional testing process
• Correct any functional item that fails a test, provide a mutually acceptable workaround and/or
propose a preliminary solution and delivery estimate for any functional item that fails a test
Agency Responsibilities
• Execute functional testing
• Track and document test results, configuration recommendations, and workflow changes
• Retest Mark43 corrections and/or mutually acceptable workaround
Completion Criteria
This task is considered complete when the Mark43 platform successfully passes the functional and
workflow testing, as defined in the test scripts and workflow guides provided by Mark43, and Mark43
has either provided solution(s)for the failed test(s) or;the Agency has approved a Mark43-provided
workaround or plan for correction.
2. Interface Testing
Once features and interfaces have been tested internally by Mark43, Mark43 will make them available
for integration and testing by the Agency in the Training Environment. Mark43 will work with the Agency
and relevant Third Party Providers to develop a Testing Plan and Acceptance Criteria for each interface.
The Agency will then execute the proposed Testing Plan. Mark43 will perform this task remotely.
Mark43 Team Participation
• Implementation Team Representative(s)
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 25
• Technical Services Team Representative(s)
Agency Team Participation
• Project Manager
• Technology Working Group Leader
• Technology Working Group Representative(s)
• Third Party Vendor Interface Stakeholder(s)
Prerequisites
• Completion of Interface Development
Deliverables
• Test plans for each integration, as mutually agreed on by Mark43 and respective Third Party
Provider
Mark43 Responsibilities
• Deploy interfaces to the Training tenant
• Conduct integration and testing activities
Agency Responsibilities
• Provide IT support and personnel, as required
• Execute Testing Plan
Completion Criteria
This task is considered complete when the Agency verifies that Mark43 has completed its integration
and testing activities and signed-off that interfaces are ready for deployment to Production.
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 26
3. Data Migration Execution & Testing
During this task, Mark43 will work with the Agency to execute the data migration, in accordance with
the scope outlined in the Data Migration Scope Document.This will involve field-mapping with the
legacy system and ultimately creating insert scripts into the Mark43 staging database.
Mark43 will conduct weekly phone calls (total number of sessions to be determined)to gather
information about legacy database(s) and assist with mapping fields from the Legacy System to the
Mark43 Staging Database. During this period, Mark43 will:
• Interview Agency subject matter experts
• View legacy data in the current system to see where it might fit in the Mark43 database
• Examine documentation and sample data from the legacy system(s)
Once insert scripts are completed,the Mark43 Technical Services Team will execute the data migration
in the Agency's Training Tenant to begin testing. Mark43 will work with the Agency to create a testing
plan and timeline.Testing will be iterative, and will include a minimum of two distinct rounds.
Mark43 Team Participation
• Implementation Team Representative(s)
• Technical Services Team Representative(s)
Agency Team Participation
• Project Manager
• Technology Working Group Leader
• Technology Working Group Representative(s)
• Third Party Provider Interface Stakeholder(s)
Prerequisites
• VPN and/or Database access for Technical Services Team Representative(s)
• Data Migration Scope Document
Deliverables
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 27
• Data Migration executed per the approved Data Migration Scope Document
• Data Dictionary and Database Schema documentation
• Legacy data deployed in the Training tenant for testing
• Data Migration testing plan, as mutually agreed on by Mark43 and the Agency
Mark43 Responsibilities
• Remotely gather information necessary to analyze legacy data conversion options
• Ensure availability to assist with field mapping across systems
• Execute data migration to the Training tenant
• Conduct iterative and testing activities
• Incorporate feedback provided the Agency
• Re-run data migration in the Training tenant as needed
Agency Responsibilities
• Provide VPN accounts to the Technical Services Team to access the network for interface
development,testing and maintenance
• Supply a subset of data to the Technical Services Team for use in the analysis and data mapping
for data conversion
• Ensure Working Group Representatives who understand the structure and the use of legacy
system data are available to work with the Technical Services Team for the duration of this task
• Provide additional data or scrubbed data based on feedback from the Mark43 Technical Services
Team, if requested
• Conduct data migration testing in accordance with the timelines set forth in the Testing Plan
• Document feedback and inconsistencies for improvement in subsequent testing rounds
Completion Criteria
This task is considered complete when the Agency verifies that Mark43 has completed data migration
activities as defined in the Data Migration Scope Document, and has signed-off that the data migration
framework is ready for deployment to Production.
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 28
III. Training
1. Product Documentation
During this task, Mark43 will develop and deliver the user content listed under the "Deliverables"
section below. Documentation will be delivered in electronic copy, which will enable the Agency to
distribute copies as needed to additional personnel.
Mark43 Team Participation
• Implementation Team Representative(s)
• Training Team Representative(s)
Agency Team Participation
• Project Manager
• Training Working Group Representative(s)
• Training Working Group Leader
Prerequisites
• Functional Testing
Deliverables
• System User Guides
• User Group Workflow Guides
Mark43 Responsibilities
• Deliver the product documentation listed in "Deliverables"
Agency Responsibilities
• Disseminate documentation to relevant Agency stakeholders
Completion Criteria
This task is considered complete upon Agency's receipt and review of the documents listed above under
the "Deliverables" section. Mark43 will work with the Agency to incorporate comments as needed.
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 29
2. Admin Training
The purpose of this training is to inform the Agency's Project Team and System
Administrators about the configuration toolsthey have within the system,as well as the configuration
decisions they wiII need to make.Examples of decisions include:
• What user roles (Permission Groups) are required?
• What are the permission requirements for each module?
• What workflow roles need to be defined?
The RMSAdminTrainingcoursewill instructtheAgency's ProjectTeam and SystemAdministrators howto
use built-in configuration tools.Thistrainingwill enablethern to configure the system as needed after
cutover.ThiswillgivetheAgencytheopportunitytoconfirm useraccounts,security permission groups,code
tables,and Workflow roles priortosystem testing and end-usertraini ng.
Mark43 Team Participation
• Client Solutions Manager
• Client Solutions Associate(s)
Agency Team Participation
• Project Manager
• Working Group Leaders
Prerequisites
• Tenant creation
• RMS Department Assessment
Deliverables
• RMS Admin Training
• RMS Admin Manual
Mark43 Responsibilities
• Conduct RMS Admin Training
• Provide documentation required to support the Agency in future configuration tasks
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 30
Agency Responsibilities
• Provide a training facility, which includes one workstation per attendee; one instructor
workstation; and a projector
• Ensure Agency's Project Team members attend the System Overview
Completion Criteria
This task is considered complete when the Contractor has: a) completed the RMS System Overview
Training session and provided the Agency with the System Administration Manual and; b) Has identified
configurable options for the RMS application and; c) Has reviewed the expected schedule with the
Agency for completion of each activity.
3. Train-the-Trainer Training
In preparation for cutover to the Mark43 platform, Mark43 will work with the Agency to develop and
execute a training plan.This plan will include identifying Agency'Trainers/ as well as building a training
regiment.
Once trainers are identified by the Agency, Mark43 will provide Train-the-Trainer courses and materials.
Training courses for Agency Trainers will be designed to prepare Trainers for end-user training.The
Mark43 Training Team will also conduct specialty courses for additional groups, such as Administrators,
to prepare Agency admin personnel to configure and support the Mark43 platform.
Mark43 Team Participation
• Implementation Team Representative(s)
• Training Team Representative(s)
Agency Team Participation
• Project Manager
• Designated Agency Trainers
• Training Working Group Representative(s)
Prerequisites
• Completion of Functional Testing
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 31
• Delivery of Product Documentation
Deliverables
• Mark43 on-site training services
• Agency Trainer training course material
• End user training course material
Mark43 Responsibilities
• Provide Mark43 training for Agency Training staff members for all Mark43 features per a
mutually agreed to schedule
• Provide training materials for classes
Agency Responsibilities
• Identify Agency Trainers from necessary Working Groups
• Designate and assign personnel to receive training in groups
• Provide sufficient copies of training documentation to support all students in the training classes
• Provide the necessary classrooms,facilities, and copies of the materials
• Provide one full-function workstation per student, one full-function workstation for the
instructor, a projection screen, a whiteboard and connectivity to the server
• Ensure that appropriate Agency Trainers are available to actively participate in the entire
scheduled training programs
Completion Criteria
This task is considered complete at the conclusion of all Mark43-provided Trainer training sessions for
the Mark43 platform.
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 32
IV. Cutover
1. Cutover Plan
Mark43 and the Agency will jointly develop a Cutover Plan that details the steps necessary to move into
live operations.To ensure that cutover is executed as smoothly as possible, the Cutover Plan will assign
tasks and responsibilities to both Mark43 and Agency personnel during the final month before go-live.
The Plan will cover Agency staffing, movement of equipment into final locations, creation of the go-live
production tenant, issue reporting procedures, and planned sequence of events for the cutover day.
Mark43 will provide the initial draft of the Cutover Plan to the Agency for review.The Agency will review
the draft and provide feedback to Mark43 to incorporate into a final Cutover Plan.
Mark43 Team Participation
• Implementation Team Representative(s)
Agency Team Participation
• Project Manager
• Executive Sponsor
• All Working Group Leaders
Prerequisites
• None
Deliverables
• Draft Cutover Plan
• Final Cutover Plan
Mark43 Responsibilities
• Draft and deliver Mark43 Cutover Plan
• Work with Agency personnel to refine the Cutover Plan
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 33
• Submit a final Mark43 Cutover Plan
Agency Responsibilities
• Review and comment on the draft Mark43 Cutover Plan
• Work with Mark43 personnel to refine the Cutover Plan
• Review and approve the final Mark43 Cutover Plan
Completion Criteria
This task is considered complete when the Agency has reviewed and approved the final Mark43 Cutover
Plan no less than thirty(30) calendar days prior to the scheduled cutover.
2. Policy/General Orders Review
Mark43 will assist the Agency in revising Policy/General Orders for all activities related to workflows that
will be executed within Mark43 products. Mark43 will provide suggestions based on product expertise
and feedback from Functional Testing.The Agency will ultimately be responsible for writing,
disseminating and enforcing the new Policy/General Orders prior to cutover to Mark43 platform.
Mark43 Team Participation
• Implementation Team Representative(s)
Agency Team Participation
• Project Manager
• Executive Sponsor
• All Working Group Leaders
• Policy& Change Management Working Group Representative(s)
Prerequisites
• Completion of Functional Testing
• Delivery of current Policy/General Orders to Mark43
Deliverables
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 34
• Revised Policy/General Orders for records management and field reporting with the Mark43
RMS
Mark43 Responsibilities
• Review the Agency's current Policy/General Orders and recommended language changes, where
applicable, based on product expertise and Functional Testing feedback
• Review draft revised Policy/General Orders from Agency for product workflow accuracy
• Review final revised Policy/General Orders from Agency for product workflow accuracy
Agency Responsibilities
• Identify appropriate points of contact for Policy/General Orders revision, review,approval
• Provide Mark43 current Policy/General Orders
• Draft revised Policy/General Orders and provide to Mark43 for review of product workflow
accuracy
• Finalize revised Policy/General Orders and provide to Mark43 for review product workflow
accuracy
• Disseminate revised Policy/General Orders to all users prior to cutover to Mark43
Completion Criteria
This task is considered complete when the Agency has finalized revised Policy/General Orders that
accurately reflect Mark43 workflows, and established the dissemination/effective date for cutover to
the Mark43 platform.
2. Cutover Readiness Review
The purpose of this meeting between Mark43 and the Agency is to confirm that all preparations for
Cutover activities have been completed.The Readiness Review verifies that the following tasks have
occurred:
• Cutover Plan approval
• Identification and approval of a schedule for cutover activities
• Identification and scheduling of Mark43 and Agency resources required for go-live activities
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 35
• Notification of planned system cutover to internal and external interface stakeholders supplying
systems integral to go-live operations
• Data conversion audit complete and approved
• Policy/General Orders revisions completed, approved, and scheduled for effective date at
cutover
• Post-cutover Support procedures established
Mark43 Team Participation
• Project Executive Sponsor
• Implementation Team Representative(s)
Agency Team Participation
• Project Manager
• Executive Sponsor
• All Working Group Leaders
Prerequisites
• Completion of all end-user training designated by the Agency as being required for go-live
• Completion of revised Policy/General Orders
Deliverables
• Completion of the Readiness Review Meeting
• Agency final approval for cutover to live operations on the date/time specified in the Cutover
Plan
Mark43 Responsibilities
• Provide specified personnel to attend Readiness Review meeting
Agency Responsibilities
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 36
• Provide specified personnel to attend Readiness Review meeting
• Provide final approval for cutover to live operations on the date/time specified in the Cutover
Plan
Completion Criteria
This task is considered complete upon conclusion of the Readiness Review meeting and documentation
of Agency approval to commence with Mark43 cutover.
3. Cutover
Once the Mark43 and the Agency have held the Readiness Review meeting, Mark43 will certify the
Mark43 platform as operational and ready for cutover.The final decision for cutover to live operations
ultimately rests with the Agency.
Upon cutover to Mark43 system, Mark43 personnel will be on-site at least one (1) day prior to live
operations and will provide post-cutover on-site support for three (3) days. Additionally, Agency Trainers
will be prepared to provide Agency support to all shifts during the first few days after cutover to live
operations in conjunction with the scheduled Mark43 staff.
Mark43 Team Participation
• Implementation Team Representative(s)
• Technical Services Team Representative(s)
• Support Team Representative(s)
Agency Team Participation
• Project Manager
• Executive Sponsor
• Agency Trainers
• All Working Group Leaders
Prerequisites
• Completion of all prior projects tasks
• Completion and acceptance of the Mark43 Cutover Plan
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 37
• Completion of the Readiness Review meeting
• Completion of changes to Policy/General Orders
Deliverables
• Mark43 on-site support services for three (3) days during cutover
Mark43 Responsibilities
• Execute tasks outlined in the Cutover Plan
• Monitor the initial operation of the Mark43 platform and answer any operational questions
raised by the Agency
• Assist end users in utilizing the the Mark43 platform
Agency Responsibilities
• Execute tasks outlined in the Cutover Plan
• Provide Trainers to answer end-user questions, in conjunction with the Mark43 staff
• Provide a detailed list of questions and issues that still require explanation or resolution by
Mark43 at the end of each day
• Ensure new Policy/General Orders are in effect and readily available for user reference
Completion Criteria
This task is considered complete after three (3) days from cutover and on-site Mark43 support has
ended.
4. Project Closure
During this task, Mark43 and the Agency will agree that all Implementation Plan tasks are complete, and
all Payment Milestones have been met. Upon verification that the task completion criteria has been
met,the Agency will authorize final payment.
Mark43 Team Participation
• Project Executive Sponsor
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 38
• Implementation Team Representative(s)
Agency Team Participation
• Project Manager
• Executive Sponsor
Prerequisites
• All Implementation Plan tasks are completed
Deliverables
• Agency and Mark43 agreement of project closure
Mark43 Responsibilities
• Verify with the Agency Project Manager that all items purchased under the Contract have been
delivered and are operational, and all project tasks are complete.
Agency Responsibilities
• Verify that all products and services contracted for have been delivered
Completion Criteria
This task is considered complete upon verification by Mark43 and the Agency Project Managers that all
Implementation Plan tasks are complete and all Payment Milestones have been met.
PROPRIETARY AND HIGHLY CONFIDENTIAL INFORMATION OF MARK43,INC 39