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Mark43 ~ AG180001 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.tigard-or.gov Project Title: Software License and Services Project Manager: Robert Rogers Agreement between Mark43 and City of Tigard Contractor: Mark43 Ori nal Contract#: AG184001 Effective Dates: I Chane Order/Amendment Amount: $21,739.00 Accounting String: 100-4200-54001 1 Amendment Percentage Running Total: 7.51% AMENDMENT DETAILS The City of Tigard Police Department is requesting access to the Mark43 records management system (RMS) database to integrate with and exchange data with the newly implemented LexisNexis Coplogic Desktop Online Reporting System (DORS). This contract modification will allow crime data entered into the DORS system to Upload into the Mark43 RMS so that the Police Department can account for and track all crime statistics whether the information is entered directly into the RMS system or has been entered into the DORS system initially. This is a crucial modification in order for the online crime reporting system to be effective. CHANGE ORDER DETAILS UNIT QTY UNIT$ TOTAL$ Year 2 cost increase I $21,739.00 Total Cost increase $21,739.00 REASONING FOR CHANGE ORDER/AMENDMENT During the original contract negotiation, the Police Department had not yet determined which desktop online reporting vendor would be selected,and therefore integration to this functionality could not be included in the original scope of work. After conducting a competitive review of online reporting vendors,LexisNexis Coplogic was selected and we started negotiations with Mark43 on what the integration cost would be. BUDGET IMPACT AND REQUIRED ACTION The Police Department has identified an area of underspending in the current budget that will enable us to absorb this one-time cost. QUESTING PROJECT MANAGER APPROVING CITY S- Signature Signature ate=donDate 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 3/26/2020 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.2 TO SOFTWARE LICENSE AND SERVICES AGREEMENT This Amendment No.2 to the Software License and Services Agreement(this"Amendment"),is dated as of March 26,2020,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"Parties,"and each,a 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 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 Agreement.As of the Amendment Effective Date(defined below),the Existing Agreement is hereby amended or modified as follows: a. Schedule A is amended by adding an additional interface for Coplogic to be delivered by Mark43 as part of the Professional Services, in accordance with the implementation and testing plans set forth below. The Fee to Subscriber for such interface shall be $21,739.00, to be paid to Mark43 within 30 days of the Amendment Effective Date. The total Fees for the Initial Term shall thus increase by$21,739.00. Implementation Plan Task Approximate Time Owner Review and send out ICD 2 weeks Mark43 Reach out to Coplogic POC for initial meeting 2 weeks Tigard PD Configure Attributes 2 weeks Mark43/Tigard PD Configure Offense Codes 2 weeks Mark43/Tigard PD Provide API credentials to Coplogic 1 week Mark43 Set up Test and Production environment 2 weeks Coplogic Test 4 weeks Tigard PD Update Coplogic to new Production URL 1 day Tigard PD 1 Testing Plan Test Case# Scenario Test Script Expected Results 1 Create report in Coplogic -Create report in Coplogic -Report should show up -Approve report in Coplogic in Mark43 with fields filled -Search for report in Mark43 out from the Coplogic report 3. Date of Effectiveness; Limited Effect. This Amendment is effective as of the date first written above (the "Amendment 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 further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Amendment 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 agreements,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. Representations and 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 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 2 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). 3 IN WITNESS WHEREOF,the Parties have executed this Amendment as of the date first written above. Mar C. Ham. Name: le"NAn F Title: City of Tigard,Oregon By Name: Title: 4