Agenda packet — Milpitas City Council, April 19, 2022 (part 2 of 4)

LOG OF BORING NO. B-1
Boring Elev:

Boring Diam:

Wt. of Hammer/Drop:

Drill Rig:

Logged By:

Date Drilled:

Type of Hammer:

Depth, ft
Soil Description
FIGURE NO.
5 10
15 20
25 30
Dry
Density, pcf
Blows per ft.

Moisture
Content %
Consistency
Sample

FIELD LABORATORY
USCS
Symbol
Plasticity
Index %
LL PI
140 lbs/30 in.

KorbmacherEn gi ne e r i n g In c .
% Fines
(#200 Sieve)
Unc. Compression
Laboratory
DATE
6 Existing Grade
Sandy Silty CLAY, some fine gravel, brown with black
mottling, moist
Very
Stiff
B-53R
Cable
R. Dean
10 January 2018
6 in.

Sandy Silty CLAY, some fine gravel, brown, moist
CL
Stiff CL
Silty CLAY, grayish brown, moist Stiff CL
1/18
Files\Reports 2017\17169\Figure6
PROJECT NO. 17169
Rotten Robbie #66
1787 South Main Street
Milpitas, California
14 25
20 23
104
109
27 109
Bottom of boring at 15 feet.

NFWE
Boring backfilled with cement grout.
17 12
3000
5000
>900030 12
193
Item # C6.

Page 1 of 2 ends

LOG OF BORING NO. B-2
Boring Elev:

Boring Diam:

Wt. of Hammer/Drop:

Drill Rig:

Logged By:

Date Drilled:

Type of Hammer:

Depth, ft
Soil Description
FIGURE NO.
5 10
15 20
25 30
Dry
Density, pcf
Blows per ft.

Moisture
Content %
Consistency
Sample

FIELD LABORATORY
USCS
Symbol
Plasticity
Index %
LL PI
140 lbs/30 in.

KorbmacherEn gi ne e r i n g In c .
% Fines
(#200 Sieve)
Unc. Compression
Laboratory
DATE
7 Existing Grade
Sandy Silty CLAY, some fine sand and gravel, brown with black mottling, moist
15 13
21 19 110
Stiff
B-53
Cable
R. Dean
10 January 2018
6 in.

Silty CLAY, some fine sand, brown, moist
24 CL
Silty CLAY, olive brown, moist to wet
Stiff CL
Silty CLAY, grayish brown, some iron oxide
staining, moist
Stiff to
Very
Stiff
CH
SP
54 24
SP
25 30 99
22 98
1/18
Files\Reports 2017\17169\Figure7
PROJECT NO. 17169
Rotten Robbie #66
1787 South Main Street
Milpitas, California
SP
SP
SP
SP
24 SP
Very
Stiff
CL
27 9 x
194
Item # C6.

Page 2 of 2 ends

LOG OF BORING NO. B-2, CONT’D
Boring Elev:

Boring Diam:

Wt. of Hammer/Drop:

Drill Rig:

Logged By:

Date Drilled:

Type of Hammer:

Depth, ft
Soil Description
FIGURE NO.

Dry
Density, pcf
Blows per ft.

Moisture
Content %
Consistency
Sample

FIELD LABORATORY
USCS
Symbol
Plasticity
Index %
LL PI
140 lbs/30 in.

KorbmacherEn gi ne e r i n g In c .

DATE
8 Existing Grade
6 in.
35 30
40 45
50 55
Bottom of boring at 50 feet.

Groundwater encountered at 19 feet below existing grade.

Boring backfilled with cement grout.
25 26 100
Unc. Compression
Laboratory
Silty CLAY, some fine sand, brown, moist
28 27
Hard CL
Very
Stiff
CL
SP
SP
SP
% Fines
(#200 Sieve)
9949 25
1/18
Files\Reports 2017\17169\Figure8
PROJECT NO. 17169
Rotten Robbie #66
1787 South Main Street
Milpitas, California
Silty CLAY, olive brown, moist
47 SP
B-53R
Cable
R. Dean
10 January 2018
195
Item # C6.

Page 1 of 1 ends

LOG OF BORING NO. B-3
Boring Elev:

Boring Diam:

Wt. of Hammer/Drop:

Drill Rig:

Logged By:

Date Drilled:

Type of Hammer:

Depth, ft
Soil Description
FIGURE NO.
5 10
15 20
25 30
Dry
Density, pcf
Blows per ft.

Moisture
Content %
Consistency
Sample

FIELD LABORATORY
USCS
Symbol
Plasticity
Index %
LL PI
140 lbs/30 in.

KorbmacherEn gi ne e r i n g In c .
% Fines
(#200 Sieve)
Unc. Compression
Laboratory
DATE
9 Existing Grade
Sandy Silty CLAY, some gravel, brown to grayish brown
with black mottling, moist
14 25
20 16
25 114
103
Stiff
B-53R
Cable
R. Dean
10 January 2018
6 in.

Silty CLAY, some fine sand and gravel, brown, moist,
some hydrocarbon odor
CL
Medium
Stiff to
Stiff
CL
Silty CLAY, grayish brown, some iron oxide
staining, moist
Very
Stiff
CL
29 27 8 127
1/18
Files\Reports 2017\17169\Figure9
PROJECT NO. 17169
Rotten Robbie #66
1787 South Main Street
Milpitas, California
Bottom of boring at 20 feet.

Groundwater encountered at 19 feet below existing grade.

Boring backfilled with cement grout.
15 115
8000
2500/
4000
4000/
8000
196
Item # C6.

Appendix G
Stormwater Control Plan
197
Item # C6.
>CLEAN AIR /VANPOOL / EVNOPARKINGNOPARKING

STORMWATERCONTROLPLAN

PROPOSEDC-STORE
G:\09-30 Robinson Oil\66 Milpitas\3-Con Docs\private\66 C3.2 Stormwater Control.dwg 9/11/18 09:21 PM JR OWNER:REG. AGENCIESO.T.B.:

SHEET NO.SHEET TITLE
REVISIONS--SUBMITTAL DATES--PROJECT NO.DRAWN BY:CHECKED BY:09-30-66ROTTEN ROBBIE #66MILPITAS, CALIFORNIA1787 SOUTH MAIN STREETMILPITAS, CALIFORNIA 95035 AFSJRB

CONSULTANTS
--
867 Pacific Street, Suite 120San Luis Obispo, CA 93401ph 805.540.5240fax 805.540.5241www.LHBassoc.comarchitectureengineeringLHB & Associates, Ltd.REENIGLANAEBRTSEDORETRERGSINo. 78916BEOILFVCIIFCLAETATOSEFORPOISSNERINARDJRexp. 03/2020 1 CITY PLAN CHECK B-BP17-05833 MARCH 20182CITY PLAN CHECK B-BP17-05836 JULY 2018 PERVIOUS AND IMPERVIOUS SURFACES COMPARISON TABLE29,6296,923000000029,6296,9230001,7870013,615007,304REPLACEDNEWEXISTING AREA(SQUARE FEET)ROOFPARKINGSIDEWALKS AND STREETSPERVIOUS AREALANDSCAPINGPERVIOUS PAVINGOTHER (E.G. GREEN ROOF)PROPOSED AREA (SQUARE FEET) CANOPY ROOF (5,512 Sq. Ft.)- PART OF DRAINAGE AREA A2
BUILDING ROOF(3,200 Sq. Ft.)DRAINAGEAREA A1DRAINAGE AREA: 6,813 SQ. FT.ROOF AREA: 3,081 SQ. FT.SIDEWALK: 1,078 SQ. FT.TOTAL IMPERVIOUS: 4,278 SQ. FT.(BIO-RETENTION = 4,278 SQ. FT.x 4% = 172 SQ. FT.) 1" FREEBOARD6"MIN.18" MIN.ENGINEEREDSOIL2" MIN.BACK OFWALKA.C. PAVEMENTAGGREGATE BASE1'MIN.BIO-RETENTION 2 & 3 - SECTIONSCALE: N.T.S.NOTES:1."ENGINEERED SOIL" MUST MAINTAIN A MINIMUM PERCOLATION RATE OF 5" PER HOUR THROUGHOUT THELIFE OF THE FACILITY AND MUST BE SUITABLE FOR MAINTAINING PLANT LIFE WITH A MINIMUM OF FERTILIZERUSE PER SCVURPPP C.3 HANDBOOK.2.SOIL MIX MUST BE SUBMITTED TO MUNICIPALITY FOR APPROVAL.3.NO FILTER FABRIC SHALL BE USED. REFER TO SOILS REPORT PREPARED BY KORBMACHER ENGINEERING,INC., DATED MAY 11, 2012 FOR ADDITIONAL INFORMATION.4.3" MINIMUM DEPTH OF FLOAT RESISTANT MULCH PER SCVURPPP C.3 HANDBOOK.5.SURFACE AREA OF THE BIO-RETENTION SOIL SHALL EQUAL 4% OF THE AREA OF THE SITE THAT DRAINS TOTREATMENT MEASURE, UNLESS SIZING CALCULATIONS ARE SUBMITTED DEMONSTRATING THAT PROVISIONC.3 REQUIREMENTS ARE MET USING A SMALLER SURFACE AREA.PIPE PERPLANVARIES3:1 MAX.SET BOTTOM OF CURB PER SOILSREPORT TO AVOID WATERINFILTRATION UNDER PAVEMENTNATIVE SOIL- DO NOT COMPACTOPENING IN CURB- SEE PLAN FOR LOCATIONPLACE 4"Ø MINIMUM APPROVEDCOBBLE 0.2 FEET BELOW CURBOPENINGS FOR DISTANCE OF 2'EITHER SIDE OF CURB OPENINGPLACE GEOTEXTILE BETWEENCOBBLES AND NATIVE SOIL FOREROSION CONTROLPIPE PER PLAN- PERFORATED OR SLOTTED SLOPED AT 0.5%MINIMUM- PERFORATIONS SHALL FACE DOWN- REFER TO PLAN FOR ADDITIONAL INFORMATIONNOTE:NATIVE SOIL SHALL SLOPE 2%MINIMUM TO UNDERDRAIN.SLOPE12" MIN.

POST CONSTRUCTION STORM WATER MANAGEMENT NOTES:1.POST-CONSTRUCTION CONTINUOUS SITE MAINTENANCE IS REQUIRED TO REDUCE THE AMOUNT OF POLLUTANTSTHAT REACH THE BIO-RETENTION AREAS.2.DRY SWEEP THE FUELING AREA ROUTINELY. ALSO, SWEEP OR VACUUM THE PARKING LOT AT LEAST ONCE EVERYMONTH.3.PREPARE A SPILL CLEAN UP PLAN IN CONFORMANCE WITH THE CITY'S REQUIREMENTS. REMOVE OIL AND OTHERSPILLS USING ABSORBENT MATERIAL AS SOON AS SUCH SPILLAGE OCCURS AND DISPOSE OF APPROPRIATELY.4.LIMIT USE OF FERTILIZERS IN LANDSCAPED AREA TO THE ABSOLUTE MINIMUM.5.KEEP TRASH ENCLOSURES COVERED AT ALL TIMES.6.MAINTAIN LANDSCAPED AREA REGULARLY. CHECK FOR WATER PONDING AND ADJUST GRADING AS NEEDED TOMAKE THE RUNOFF FLOW TO BIO-RETENTION AREAS.7.STENCIL ALL ON-SITE STORM DRAIN INLETS IN CONFORMANCE WITH THE CITY'S REQUIREMENTS.

BIO-RETENTIONTCM #1359 SQ. FT.
12"MAX.

TCM MAINTENANCE:ROBINSON OIL IS RESPONSIBLE FOR TCM MAINTENANCE.

WATERPROOF LINER

SOUTH MAIN STREET

MONTAGUE EXPRESSWAY
DRAINAGEAREA A2DRAINAGE AREA: 10,319 SQ. FT.ROOF AREA: 324 SQ. FT.SIDEWALK: 709 SQ. FT.PARKING/DRIVE AISLE: 8,160 SQ. FT.TOTAL IMPERVIOUS: 9,193 SQ. FT.(BIO-RETENTION = 9,193 SQ. FT.x 4% = 368 SQ. FT.)BIO-RETENTIONTCM #2373 SQ. FT. 6,923006,9231,78713,6157,304TOTAL POST-PROJECTAREA (SQUARE FEET)a. TOTAL SITE AREA: 0.75 ACRESIMPERVIOUS AREAb. TOTAL SITE AREA DISTURBED: 0.75 ACRESc. TOTAL IMPERVIOUS AREA0022,70622,706d. TOTAL NEW AND REPLACED IMPERVIOUS AREA22,706e. TOTAL PERVIOUS AREAf. PERCENT REPLACEMENT OF IMPERVIOUS AREA IN REDEVELOPMENT PROJECTS (REPLACED TOTAL IMPERVIOUS AREA/ EXISTING TOTAL IMPERVIOUS AREA) x 100% = (N/A) 1" FREEBOARD6"MIN.18" MIN.ENGINEEREDSOIL2" MIN.BACK OFWALK1'MIN.BIO-RETENTION 1 - SECTIONSCALE: N.T.S.PIPE PERPLANVARIES3:1 MAX.OVERFLOW DRAINBEYONDNATIVE SOIL- DO NOT COMPACTBIO-TREATMENT SOIL MIXPER APPENDIX C OF THESCVURPPP C.3 HANDBOOK- DO NOT MECHANICALLYCOMPACTPIPE PER PLAN- PERFORATED OR SLOTTED SLOPED AT 0.5%MINIMUM- PERFORATIONS SHALL FACE DOWN- REFER TO PLAN FOR ADDITIONAL INFORMATIONNOTE:NATIVE SOIL SHALL SLOPE 2%MINIMUM TO UNDERDRAIN.SLOPE12" MIN.12" MINIMUM CLASS IIPERMEABLE ROCK PERCALTRANS SPECIFICATIONS 12"MAX.WATERPROOF LINERSLOPE
C3.2

BUILDING DOWNSPOUT- DAYLIGHT TO GRADE VIACONCRETE SWALE 4"Ø PERFORATEDPIPE AT 0.5%STORM DRAINCLEANOUTBUBBLE-UP EMITTER FORCANOPY DRAINAGE- TYPICAL OF (2)STORM DRAINCLEANOUT3"Ø PVC SDDOWNSPOUT- TYPICAL EACHCOLUMNOVERFLOW RISER WITH GRATE- CHRISTY V12 12" x 12" DRAIN BOX- SET TOP OF GRATE 6" ABOVEFINISH GRADE ABOVE LOW POINTSTORM DRAIN JUNCTION BOXWITH SOLID COVER- CHRISTY V12 24" x 24"COVERED TRASHENCLOSURE WITHDOWNSPOUT TODAYLIGHT TO GRADE TREATMENT CONTROL SUMMARY TABLE2 373 S.F.1 359 S.F.TCM #AREAA1A2 BIO-RETENTION AREAPROVIDEDBIO-RETENTION AREAREQUIREDBIO-RETENTION HYDRAULICSIZING CRITERIA 2C9,193 S.F. x 4%4,278 S.F. x 4%368 S.F.172 S.F.IMPERVIOUS AREA9,193 S.F.4,278 S.F.

DRAINAGEAREA A3DRAINAGE AREA: 12,497 SQ. FT.ROOF AREA: 3,780 SQ. FT.PARKING/DRIVE AISLE: 5,455 SQ. FT.TOTAL IMPERVIOUS: 9,235 SQ. FT.(BIO-RETENTION = 9,235 SQ. FT.x 4% = 370 SQ. FT.)

BUILDING DOWNSPOUT- DAYLIGHT TO GRADE VIACONCRETE SWALE BIO-RETENTIONTCM #3712 SQ. FT.
3 712 S.F.A39,235 S.F. x 4%370 S.F.9,235 S.F.

PER PLANPVMT SECTION2,500 PSI PCC4" MAX. SLUMPCURB CUT INLETSCALE: N.T.S. 2%5"R= 1/2"- TYP.1"2%12"PVMT.TAPER18" MIN.6"CLASS 3 AGGREGATEBASE 6" MIN. DEPTHOR PER SOILSREPORTRECOMMENDATIONSCOMPACT SUBGRADESOILS TO 95%RELATIVE MAXIMUMDENSITY PER SOILSREPORT CURB BEYOND18"3:1 MAX.PLACE 4"Ø MINIMUMAPPROVED COBBLE 0.2FEET BELOW CURBOPENINGS FORDISTANCE OF 2' EITHERSIDE OF CURB OPENING6"CURB18"NOSE DOWNCURB OVER 6"NOSE DOWNCURB OVER 6"PLACE 4"Ø MINIMUMAPPROVED COBBLE 0.2FEET BELOW CURBOPENING2'2'18"GUTTER2%PLANSECTION CURB ENTRY NOTE:SLOPE ENTRY POINT OF CURB TODIRECT IMPERVIOUS AREARUNOFF INTO STORMWATERFACILITY.CURBCUT18" SLOT IN CURBAT 10'-0" O.C.CURBCUTCURBCUTCURBCUTCURBCUTCURBCUTCURBCUTCURBCUTBIO-TREATMENT SOIL MIXPER APPENDIX C OF THESCVURPPP C.3 HANDBOOK- DO NOT MECHANICALLYCOMPACT12" MINIMUM CLASS IIPERMEABLE ROCK PERCALTRANS SPECIFICATIONS

CLEANOUTBEYOND

OVERFLOW DRAINBEYONDCLEANOUTBEYOND

GRAVEL OUTFALL- TYPICAL
STORMWATER CONTROL PLAN010'20'30'NORTHSCALE: 1" = 10'-0"

CURBCUT
198
Item # C6.

Appendix H
Stormwater Control Plan Details
199
Item # C6.
1" FREEBOARD6"MIN.18" MIN.ENGINEEREDSOIL2" MIN.BACK OFWALKA.C. PAVEMENTAGGREGATE BASE1'MIN.BIO-RETENTION 2 & 3 - SECTIONSCALE: N.T.S.PIPE PERPLANVARIES3:1 MAX.SET BOTTOM OF CURB PER SOILSREPORT TO AVOID WATERINFILTRATION UNDER PAVEMENTNATIVE SOIL- DO NOT COMPACTOPENING IN CURB- SEE PLAN FOR LOCATIONPLACE 4"Ø MINIMUM APPROVEDCOBBLE 0.2 FEET BELOW CURBOPENINGS FOR DISTANCE OF 2'EITHER SIDE OF CURB OPENINGPLACE GEOTEXTILE BETWEENCOBBLES AND NATIVE SOIL FOREROSION CONTROLPIPE PER PLAN- PERFORATED OR SLOTTED SLOPED AT 0.5%MINIMUM- PERFORATIONS SHALL FACE DOWN- REFER TO PLAN FOR ADDITIONAL INFORMATIONNOTE:NATIVE SOIL SHALL SLOPE 2%MINIMUM TO UNDERDRAIN.SLOPE12" MIN.12"MAX.WATERPROOF LINER1" FREEBOARD6"MIN.18" MIN.ENGINEEREDSOIL2" MIN.BACK OFWALK1'MIN.BIO-RETENTION 1 - SECTIONSCALE: N.T.S.PIPE PERPLANVARIES3:1 MAX.OVERFLOW DRAINBEYONDNATIVE SOIL- DO NOT COMPACTBIO-TREATMENT SOIL MIXPER APPENDIX C OF THESCVURPPP C.3 HANDBOOK- DO NOT MECHANICALLYCOMPACTPIPE PER PLAN- PERFORATED OR SLOTTED SLOPED AT 0.5%MINIMUM- PERFORATIONS SHALL FACE DOWN- REFER TO PLAN FOR ADDITIONAL INFORMATIONNOTE:NATIVE SOIL SHALL SLOPE 2%MINIMUM TO UNDERDRAIN.SLOPE12" MIN.12" MINIMUM CLASS IIPERMEABLE ROCK PERCALTRANS SPECIFICATIONS 12"MAX.WATERPROOF LINERSLOPE
BIO-TREATMENT SOIL MIXPER APPENDIX C OF THESCVURPPP C.3 HANDBOOK- DO NOT MECHANICALLYCOMPACT12" MINIMUM CLASS IIPERMEABLE ROCK PERCALTRANS SPECIFICATIONS

CLEANOUTBEYOND

OVERFLOW DRAINBEYONDCLEANOUTBEYOND
STORMWATERCONTROL PLANDETAILS200
Item # C6.

Appendix I
Operation and Maintenance (O&M) Plan

201
Item # C6.

ROTTEN ROBBIE #66 PAGE 1 OF 7 MARCH 28, 2018

O&M Plan
for
Rotten Robbie #66

1787 South Main Street, Milpitas, CA 95035

March 28, 2018

BMP Operation and Maintenance Plan

Owner:

Dave Mordick c/o Robinson Oil
955 Martin Avenue
Santa Clara, CA 95050
(408) 327-4300

Preparer’s Name:

Robert “JR” Beard, PE
LHB & Associates
867 Pacific Street, Suite 120
San Luis Obispo, CA 93401
(805) 540-5240
202
Item # C6.

ROTTEN ROBBIE #66 PAGE 2 OF 7 MARCH 28, 2018
A. Responsibility for Maintenance
Robinson Oil (Owner) will be responsible for maintaining the storm water treatment measures. Owner assumes the obligations of Stormwater Management facilities Operation and Maintenance Agreement as the Developer and the City of Milpitas. The executed agreement ‐ after recorded – will be included as an attachment to the O&M plan.

B. Organization Chart – An organizational chart of responsible individuals and entities, with contact phone numbers, is provided as follows:

Dave Mordick
Maintenance, Construction & Environmental Compliance Manager (408) 327-4325

C. O&M Agreement
An Operation and Maintenance agreement between the City of Milpitas and Owner will be recorded with the County of Santa Clara prior to the final occupancy phase. The recorded document is included as attachment A to this O&M plan.

D. Means to Implement BMP Maintenance
Proper maintenance and operation of the stormwater management facilities identified in the final SWCP will be the responsibility of the Owner to be established for this Project. Management Facilities Operation and Maintenance Agreement, will be executed, before transfer or final occupancy at the site. The Owner accepts responsibility for maintenance of stormwater management facilities until such responsibility is legally transferred to another entity.

E. Records
The Owner will maintain annual records of the operation and maintenance of BMP’s identified in this O&M. The records will consist of inspections per the BMP Maintenance Schedule in this O&M. The Stormwater Management Plan will be available to the City upon request.

F. Summary of Drainage Areas and BMP’s
A. Drainage Areas ‐ A drawing showing the location and type of all treatment area is included on Attachment B.

B. Details of Treatment BMPs ‐ Details of individual treatment BMP’s are shown on Attachment B
G. BMP Maintenance Schedules
A. Summary of Inspection and Maintenance for all BMPs
A summary of inspection schedules are shown on Attachment C. Annual inspections shall be conducted during the months of September or October, prior to October 15 (prior to the rainy season). Bi‐annual inspections shall be conducted during the months of September or October, and again during April (before April 15, end of the rainy season). Inspections shall be completed using the Inspection Maintenance Forms (Attachment D). Additional inspections may be required throughout the rainy season if excessive debris is found within the swales, or the swales do not drain completely in 48‐hours after a rain event.

Service Agreement Information
Maintenance of the bio‐retention will be contracted with a qualified landscape maintenance company. 203
Item # C6.

ROTTEN ROBBIE #66 PAGE 3 OF 7 MARCH 28, 2018

ATTACHMENT A

RECORDED MAINTENANCE AGREEMENT BETWEEN CITY AND OWNER
204
Item # C6.

ROTTEN ROBBIE #66 PAGE 4 OF 7 MARCH 28, 2018

ATTACHMENT B
MAP AND SUMMARY OF DRAINAGE AREAS, BMP’S, AND BMP DETAILS 205
Item # C6.

CLEAN AIR /VANPOOL / EVNOPARKINGNOPARKINGCANOPYROOF (5,512Sq. Ft.)- PART OFDRAINAGEAREA A2 BUILDING ROOF(3,200 Sq. Ft.)DRAINAGE AREA A1DRAINAGE AREA: 6,813 SQ. FT.ROOF AREA: 3,200 SQ. FT.SIDEWALK: 1,078 SQ. FT.TOTAL IMPERVIOUS: 4,278 SQ. FT.(BIO-RETENTION = 4,278 SQ. FT.x 4% = 172 SQ. FT.)BIO-RETENTION TCM #1359 SQ. FT.SOUTH MAIN STREET

MONTAGUE EXPRESSWAY
DRAINAGE AREA A2DRAINAGE AREA: 10,319 SQ. FT.ROOF AREA: 324 SQ. FT.SIDEWALK: 709 SQ. FT.PARKING/DRIVE AISLE: 8,160 SQ. FT.TOTAL IMPERVIOUS: 9,193 SQ. FT.(BIO-RETENTION = 9,193 SQ. FT.x 4% = 368 SQ. FT.)BIO-RETENTION TCM #2373 SQ. FT.BUILDING DOWNSPOUT- DAYLIGHT TO GRADEVIA CONCRETE SWALE 4"Ø PERFORATED PIPE AT 0.5%STORM DRAINCLEANOUTBUBBLE-UP EMITTER FORCANOPY DRAINAGE- TYPICAL OF (2)STORMDRAINCLEANOUT3"Ø PVC SDDOWNSPOUT- TYPICALEACH COLUMNOVERFLOW RISER WITH GRATE- CHRISTY V12 12" x 12" DRAIN BOX- SET TOP OF GRATE 6" ABOVE FINISHGRADE ABOVE LOW POINTSTORM DRAINJUNCTION BOXWITH SOLID COVER- CHRISTY V12 24" x24"COVERED TRASHENCLOSURE WITHDOWNSPOUT TODAYLIGHT TOGRADEDRAINAGE AREA A3DRAINAGE AREA: 12,497 SQ. FT.ROOF AREA: 3,780 SQ. FT.PARKING/DRIVE AISLE: 5,455 SQ. FT.TOTAL IMPERVIOUS: 9,235 SQ. FT.(BIO-RETENTION = 9,235 SQ. FT.x 4% = 370 SQ. FT.) - DAYLIGHT TO GRADEVIA CONCRETE SWALE
BIO-RETENTION TCM #3712 SQ. FT.18" SLOT IN CURB AT10'-0" O.C.GRAVEL OUTFALL- TYPICALSTORMWATER030'60'90' 206
Item # C6.
2 373 S.F.1 359 S.F.TCM #AREAA1A2 BIO-RETENTION AREAPROVIDEDBIO-RETENTION AREAREQUIREDBIO-RETENTION HYDRAULICSIZING CRITERIA 2C9,193 S.F. x 4%4,278 S.F. x 4%368 S.F.172 S.F.IMPERVIOUS AREA9,193 S.F.4,278 S.F.3 712 S.F.A39,235 S.F. x 4%370 S.F.9,235 S.F.

STORMWATERCONTROL PLAN
NOTES:1."ENGINEERED SOIL" MUST MAINTAIN A MINIMUM PERCOLATION RATE OF 5" PER HOUR THROUGHOUT THELIFE OF THE FACILITY AND MUST BE SUITABLE FOR MAINTAINING PLANT LIFE WITH A MINIMUM OF FERTILIZERUSE PER SCVURPPP C.3 HANDBOOK.2.SOIL MIX MUST BE SUBMITTED TO MUNICIPALITY FOR APPROVAL.3.NO FILTER FABRIC SHALL BE USED. REFER TO SOILS REPORT PREPARED BY KORBMACHER ENGINEERING,INC., DATED MAY 11, 2012 FOR ADDITIONAL INFORMATION.4.3" MINIMUM DEPTH OF FLOAT RESISTANT MULCH PER SCVURPPP C.3 HANDBOOK.5.SURFACE AREA OF THE BIO-RETENTION SOIL SHALL EQUAL 4% OF THE AREA OF THE SITE THAT DRAINS TOTREATMENT MEASURE, UNLESS SIZING CALCULATIONS ARE SUBMITTED DEMONSTRATING THAT PROVISIONC.3 REQUIREMENTS ARE MET USING A SMALLER SURFACE AREA.POST CONSTRUCTION STORM WATER MANAGEMENT NOTES:1.POST-CONSTRUCTION CONTINUOUS SITE MAINTENANCE IS REQUIRED TO REDUCE THE AMOUNT OF POLLUTANTSTHAT REACH THE BIO-RETENTION AREAS.2.DRY SWEEP THE FUELING AREA ROUTINELY. ALSO, SWEEP OR VACUUM THE PARKING LOT AT LEAST ONCE EVERYMONTH.3.PREPARE A SPILL CLEAN UP PLAN IN CONFORMANCE WITH THE CITY'S REQUIREMENTS. REMOVE OIL AND OTHERSPILLS USING ABSORBENT MATERIAL AS SOON AS SUCH SPILLAGE OCCURS AND DISPOSE OF APPROPRIATELY.4.LIMIT USE OF FERTILIZERS IN LANDSCAPED AREA TO THE ABSOLUTE MINIMUM.5.KEEP TRASH ENCLOSURES COVERED AT ALL TIMES.6.MAINTAIN LANDSCAPED AREA REGULARLY. CHECK FOR WATER PONDING AND ADJUST GRADING AS NEEDED TOMAKE THE RUNOFF FLOW TO BIO-RETENTION AREAS.7.STENCIL ALL ON-SITE STORM DRAIN INLETS IN CONFORMANCE WITH THE CITY'S REQUIREMENTS.TCM MAINTENANCE:ROBINSON OIL IS RESPONSIBLE FOR TCM MAINTENANCE. 207
Item # C6.
1" FREEBOARD6"MIN.18" MIN.ENGINEEREDSOIL2" MIN.BACK OFWALKA.C. PAVEMENTAGGREGATE BASE1'MIN.BIO-RETENTION 2 & 3 - SECTIONSCALE: N.T.S.PIPE PERPLANVARIES3:1 MAX.SET BOTTOM OF CURB PER SOILSREPORT TO AVOID WATERINFILTRATION UNDER PAVEMENTNATIVE SOIL- DO NOT COMPACTOPENING IN CURB- SEE PLAN FOR LOCATIONPLACE 4"Ø MINIMUM APPROVEDCOBBLE 0.2 FEET BELOW CURBOPENINGS FOR DISTANCE OF 2'EITHER SIDE OF CURB OPENINGPLACE GEOTEXTILE BETWEENCOBBLES AND NATIVE SOIL FOREROSION CONTROLPIPE PER PLAN- PERFORATED OR SLOTTED SLOPED AT 0.5%MINIMUM- PERFORATIONS SHALL FACE DOWN- REFER TO PLAN FOR ADDITIONAL INFORMATIONNOTE:NATIVE SOIL SHALL SLOPE 2%MINIMUM TO UNDERDRAIN.SLOPE12" MIN.12"MAX.WATERPROOF LINER1" FREEBOARD6"MIN.18" MIN.ENGINEEREDSOIL2" MIN.BACK OFWALK1'MIN.BIO-RETENTION 1 - SECTIONSCALE: N.T.S.PIPE PERPLANVARIES3:1 MAX.OVERFLOW DRAINBEYONDNATIVE SOIL- DO NOT COMPACTBIO-TREATMENT SOIL MIXPER APPENDIX C OF THESCVURPPP C.3 HANDBOOK- DO NOT MECHANICALLYCOMPACTPIPE PER PLAN- PERFORATED OR SLOTTED SLOPED AT 0.5%MINIMUM- PERFORATIONS SHALL FACE DOWN- REFER TO PLAN FOR ADDITIONAL INFORMATIONNOTE:NATIVE SOIL SHALL SLOPE 2%MINIMUM TO UNDERDRAIN.SLOPE12" MIN.12" MINIMUM CLASS IIPERMEABLE ROCK PERCALTRANS SPECIFICATIONS 12"MAX.WATERPROOF LINERSLOPE
BIO-TREATMENT SOIL MIXPER APPENDIX C OF THESCVURPPP C.3 HANDBOOK- DO NOT MECHANICALLYCOMPACT12" MINIMUM CLASS IIPERMEABLE ROCK PERCALTRANS SPECIFICATIONS

CLEANOUTBEYOND

OVERFLOW DRAINBEYONDCLEANOUTBEYOND
STORMWATERCONTROL PLANDETAILS208
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ROTTEN ROBBIE #66 PAGE 5 OF 7 MARCH 28, 2018

ATTACHMENT C
SUMMARY OF INSPECTION AND MAINTENANCE OF ALL BMP’S

BMP Inspection and Maintenance Schedule
BMP Maintenance Operations Schedule
Storm Drain
System
• Inspect the storm drain system (including area drains, roof drains, and bubblers), at the beginning and end of the rainy season. • Remove any sediment, trash, litter, rocks, and branches from surface gutters/channels and storm drain inlets.
• Flush storm drain pipes as necessary to remove sediment and debris to ensure full pipe capacity.
• Properly dispose of all sediment and debris according to State and City regulations.

Twice Annually at the beginning (October)
and end (April) of the rainy season.

Vector Control
• Abate any potential vectors by fi lling ground holes in and around the BMPs, and by insuring there are no areas where water stands longer than 48 hours following a storm.
• Contact the Santa Clara County Vector Control District for information and advice if mosquito larvae are present and persistent. • Mosquito larvicides should be applied only when absolutely necessary and by a licensed contractor.

As needed.

General
Landscape
• Collect garden clippings, pruning waste, and tree trimming. Chip if necessary, and compost or take to the local municipal yard waste recycling center.

During each landscape maintenance visit
when applicable
Bioretention
• Place mulch layer to ensure BMP is effective and attractive. Plants must remain healthy and trimmed if overgrown. Level of mulch must always remain below curb elevation per original design.

• Inspect vegetation. Prune and weed the bioretention area. Replace dead plants. Treat diseased plants as needed.

• Soils must be maintained to efficiently filter the stormwater.

Inspect and correct any potential erosion. Remove any accumulated trash and debris.

• Inspect for sediment and debris. Use a commercially available regenerative air or vacuum sweepers to remove sediment and debris.

• Inspect subdrain system, cleanouts, area drains, and overflow field inlets. Remove any accumulated trash, debris, and accumulated sediment.

• Reconstruct portions of bioretention area if routine maintenance does not maintain infiltration rates and eliminate prolonged ponding.

During each landscape maintenance visit
when applicable

Anytime as needed. Minimum twice per year,
once before (October) and once after (April)
the rainy season.

Twice per year, once before (October) and
once after (April) the rainy season

Anytime as needed. Minimum
twice per year, once before (October) and
once after (April) the rainy season

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ROTTEN ROBBIE #66 PAGE 6 OF 7 MARCH 28, 2018

ATTACHMENT D

MAINTENANCE LOG

Submit the Operation and Maintenance Inspection reports, Maintenance Plan, and Inspection and Maintenance Checklist for each BMP to the following address:

City of Milpitas, 455 E. Calaveras Blvd. Milpitas, CA 95035, ATTN: Land Development Engineer

Facility Name:

Address:

Begin Date: End Date:

Date BMP ID# BMP
Description
ID
Inspected
By
Cause for
Inspection
Exceptions Noted (Write
ID code-see potential
inspection results)
Comments and Actions Taken

Instructions: Record all inspections and maintenance for all treatment BMPs on this form. Use additional log sheets and/or attach extended comments or documentation as necessary. Submit a copy of the completed log with the annual independent inspectors’ report to the municipality, and start a new log at that time.
 BMP ID# — Always use ID# from the Operation and Maintenance Manual.  Inspected by — Note all inspections and maintenance on this form, including the required independent annual inspection.  Cause for inspection — Note if the ins pection is routine, pre-rainy-season, post-storm, annual, or in response to a noted problem or complaint.
 Exceptions noted — Note any condition that requires correct ion or indicates a need for maintenance. Write ID code per potential inspection Results
 Comments and actions taken — Describe any maintenance done and need for follow-up. 210
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Potential Inspection Results with Definitions

ID Inspection Results Definitions
I. All BMP Types
1 No Visible/Apparent Problems No visible or apparent problems with BMP function. BMP appears to be well‐maintained.

No Visible/Apparent Problems No visible or apparent problems with BMP function. BMP appears to be well‐maintained.
2 Significant Engineering/Design Flaws Significant Engineering/Design Flaws 3 Unauthorized Modifications Unauthorized Modifications 4 BMP Destroyed or Eliminated BMP destroyed, removed or eliminated from property.

BMP Destroyed or Eliminated BMP destroyed, removed or
eliminated from property.
5 Trash/Debris Accumulation or Dumping Trash/Debris Accumulation or Dumping 6 Evidence of Contamination & Pollution Evidence or presence of oil, gasoline, contaminants or other pollutants.

Evidence of Contamination & Pollution Evidence or presence of oil, gasoline, contaminants or other pollutants.
7 BMP Access Obstructed Access to BMP obstructed or limited BMP Access Obstructed Access to BMP obstructed or limited 8 Obnoxious Odors Unpleasant odors within/from BMP Obnoxious Odors Unpleasant odors within/from BMP 9 Fencing‐ Missing or Broken Bars Any defect in or damage to the fence or gate that permits easy entry to a facility.

Fencing‐ Missing or Broken Bars Any defect in or damage to the fence or gate that permits easy entry to a facility.
10 BMP Cannot Be Located BMP cannot be located for the
inspection
BMP Cannot Be Located BMP cannot be located for the inspection

II. Biofiltration
A. General
11 Uneven or Clogged Flow Spreader Flow spreader uneven or clogged so that flows are not uniformly distributed across the BMP.

Uneven or Clogged Flow Spreader Flow spreader uneven or clogged so that flows are not uniformly distributed across the BMP. 12 Leaking or Malfunctioning Irrigation System Irrigation system leaking or malfunctioning
Leaking or Malfunctioning Irrigation System Irrigation system leaking or malfunctioning
B. Sediment and Erosion Issues
13 Sediment Accumulation Sediment Accumulation
14 Erosion/Scouring Eroded or scoured areas due to flow channelization, higher flows, wind or water.

Erosion/Scouring Eroded or scoured areas due to flow
channelization, higher flows, wind or water.

C. Vegetation Maintenance Issues
15 Poor Vegetation Coverage Planted vegetation is sparse or bare or eroded patches occur in more than 10% of the BMP.

Growth of planted vegetation is poor because sunlight does not reach swale.
16 Invasive/Nuisance Vegetation or Weeds Planted vegetation is excessively tall; nuisance weeds, invasive or noxious vegetation are overgrown; vegetation reduces free movement of water through BMP.
17 Tree/Brush Growth Growth does not allow maintenance access or interferes with maintenance activity
Tree/Brush Growth Growth does not allow maintenance access or interferes with maintenance activity
D. Drainage Issues
18 Standing Water/Excessive Ponding/Soggy Soil Water is observed within the BMP (between storms) and appears not to drain freely or soil is excessively soggy. Excessive ponding of water within vegetated swale or other BMP.
19 Mosquito Habitat Suitable habitat exists for mosquito production (e.g., standing water for more than 72 hours in areas accessible to mosquitos). 20 Clogged or Obstructed Inlets/Outlets Inlet/outlet clogged or obstructed with sediment and/or debris. 21 Constant Baseflow/Damage Small quantities of water flow through the vegetated swale, even when it has been dry for weeks, and an eroded, muddy channel has formed in the swale bottom, constant baseflow from irrigation runoff.

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CITY OF MILPITAS

AGENDA REPORT
(AR)

Item Title: Approve Updates to the Commission Bylaws, the Bylaw Addendum for the Arts Commission, the Bylaw Addendum for the Parks, Recreation and Cultural Resources Commission, and associated Commissioner Handbook updates (Staff Contact: Renee Lorentzen, Recreation and Community Services Director, 408-586- 3409)
Category: Consent Calendar-Leadership and Support Services Meeting Date: 4/19/2022
Recommendation: Approve updates to the Commission Bylaws, the Bylaw Addendum for the Arts Commission, the Bylaw Addendum for the Parks, Recreation and Cultural Resources Commission, and associated Commissioner Handbook updates.

Background:

On April 16, 2019, Milpitas City Council approved standardized Commission Bylaws and associated addendums for 11 City Commissions. The standardized Commission Bylaws detail a Commission’s operations including but not limited to purpose, membership, and quorum. In the standardized Bylaws a Commission’s membership is seven (7) commissioners and (2) alternates. Commission Bylaw addendums capture each individual Commission’s advisory area, meeting date, time, and location, and any special membership requirements or recommended areas of interest.

On January 19, 2021, City Council approved minor changes to a few of the commission addendums to include standardized language to allow for one (1) youth seat (non-voting) on each advisory Commission, except for the Youth Advisory Commission. Prior to this change the Arts Commission Bylaw addendum allowed for two (2) youth seats (non-voting) with one seat to be filled by a Calaveras Hills High School student and the other to be filled by a Milpitas High School student. With this action, associated updates were made to the Commissioners Handbook, created in 2018.The Handbook outlines standard rules and procedures of being a commissioner or alternate, attendance, protocol, and terms.

As part of the January 11, 2022 prioritization of City Council Agenda Item Requests, the City Council directed staff to return to Council with an agenda item increasing the number of commission members for the Parks, Recreation and Cultural Resources Commission (PRCRC) from seven to nine commissioners with the number of alternate members remaining the same. Council directed the increase due to a significant annual work plan.

On January 24, 2022, the Arts Commission inquired about the status of its second student commissioner spot and requested staff research why the second student commissioner candidate representing Cal Hills was not approved. Staff subsequently discovered the Arts Commission's second student position had inadvertently been dropped from the bylaws. When informed, Arts Commissioners requested it be reinstated as quickly as possible.

Analysis:

This staff report recommends commission bylaw addendum changes for the Arts Commission and the PRCRC as outlined below and the respective necessary changes to the Commission Bylaws and Commissioner Handbook.

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Arts Commission
The Commission’s one (1) youth seat is currently filled by a Milpitas High School student. Members of the Arts Commission have worked diligently with the staff at Calaveras Hills High School and have a student interested in joining the Arts Commission in a non-voting capacity. Youth participation from both schools gives a well- rounded Milpitas youth perspective to arts programs and advisory topic areas to the City Council. Eliminating one of the youth seats (non-voting) from the Arts Commission addendum last year was an oversight and both staff and the Arts Commission recommend that the addendum be amended and the second youth seat authorized.

PRCRC
Consistent with City Council direction, the attached Recreation and Cultural Resources Commission Bylaws Addendum is modified increasing the number of commission members for the Parks, Recreation and Cultural Resources Commission (PRCRC) from seven to nine commissioners.

California Environmental Quality Act:

The City Council’s action in making changes to the Commission Bylaws is exempt from environmental review pursuant to CEQA Guideline 15378(b)(5) as an organizational or administrative activity of the City that will not result in any direct or indirect physical changes in the environment.

Fiscal Impact:

None.

Recommendation:

Approve Updates to the Commission Bylaws, the Bylaw Addendum for the Arts Commission, the Bylaw Addendum for the Parks, Recreation and Cultural Resources Commission, and associated Commissioner Handbook updates.

Attachments:

1. Draft Commission Bylaws

2. Draft Parks, Recreation and Cultural Resources Commission Bylaws

3. Draft Arts Commission Bylaws Addendum

4. Draft Commissioner Handbook
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Item # C7.

CITY OF MILPITAS

COMMISSION BY-LAWS

Section 1. Purpose

A Commission serves as an active advisory group to the City Council on a variety of topics as directed by the City Council. These Commission By -Laws are applicable to all Commissions except for the Planning Commission, which is governed by the Municipal Code, Chapter 500. In addition to these By -Laws, each Commission shall have an addendum that is specific to the Commission and includes information about the Commission scope, member eligibility, and meeting frequency.

Section 2. Membership

A Commission is composed of seven (7) members and two (2) alternates appointed by the Mayor and approved by the City Council, unless otherwise noted in the Commission Bylaws Addendum. All members and alternates shall be Milpitas residents, 18 years or older, unless otherwise noted in the Commission Bylaws Addendum. In addition to the seven (7) members and two (2) alternates, one (1) Milpitas resident enrolled in grades 9-12 may also be appointed as non-voting member by the Mayor and confirmed by the City Council for all Commissions except for the Youth Advisory Commission, unless otherwise noted in the Commission Bylaws Addendum. The City Council may appoint a Council liaison to serve on the Commission in a non-voting capacity.

Section 3. Term of Office & Removal

The term of office is three years, or until the seat is filled, for every Commission and is tied to specific seats, not actual Commission members or alternates. A Commission member or alternate is appointed for the term of the seat, which can be less than three years, based on the time of appointment. A Commission member can re-apply at the end of each term.

Members and alternates are expected to attend all meetings. When any member or alternate has three or more absences in a 12-month period, the City Clerk’s Office shall forward this information to the City Council for review and possible removal of the mem ber or alternate from the Commission. Any member or alternate of the Commission may be removed from office at any time by a simple majority vote of the City Council at a regularly scheduled Council meeting, with or without cause.

Members and alternates may apply for reappointment by submitting a letter or e-mail of interest to the Mayor with a copy to the City Clerk prior to the expiration of his/her term of office. Any member or alternate of the Commission who wishes to resign MUST submit a letter of resignation or email to the Mayor with a copy to the City Clerk. Resignations will be confirmed by the City Council at a regularly scheduled Council meeting.

Section 4. Vacancies

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Vacancies will be filled for the unexpired portion of the term by the Mayor with the approval of the City Council.

Section 5. Officers

A Chair and Vice Chair will be selected annually at the first meeting of the calendar year from the appointed members for a term of one year. The Chair will call for meetings and preside over all sessions. In the absence of the Chair and Vice Chair, the member with longest continuous service on the Commission will preside.

Section 6. Meetings

Commissions shall hold regular meetings at a predetermined day, week, time and location. All meetings shall be open to the public. Should a scheduled meeting occur on a holiday, said meeting will be deferred to the same day of the following week or to a date agreed upon by a majority of the Commission. Special meetings may be called by majority vote, the Chair, Staff Liaison, or the City Council. No meetings will be held in the month of July. Notice of any special meeting shall be given as required by law. Except as other wise provided by these Bylaws, the Commission shall follow the latest edition of Robert’s Rules of Order for the orderly conduct of meetings.

Section 7. Quorum

Any FOUR (4) voting members, including alternates, shall constitute a quorum for the transaction of business, unless otherwise noted in the Commission Bylaws Addendum.

Section 8. Voting and Seating of Alternates

Voting authority is extended to the SEVEN (7) regular members, unless otherwise noted in the Commission Bylaws Addendum . An alternate member shall vote only if seated in the absence of a regular member. In the event that a regular member is absent, alternate members shall be seated in order of their alternate position. If a member arrives after an alternate has been seated, the alternate shall remain as the voting member until the end of the meeting.

Section 9. Duties of Commission to be Advisory Only

It is intended that the Commission shall be an advisory body to the City Council.

Section 10. Subcommittees

Other committees within the Commission will be subcommittees of the Commission. The Commission may appoint such subcommittees, with at least one Commission member on the subcommittee, but not more than three members so as not to constitute a quorum, unless otherwise noted in the Commission Bylaws Addendum.

Section 11. Assistance of Staff

The City Manager of the City of Milpitas shall provide the Commission with such information and staff assistance as the Commission may from time to time request subject to the 215
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limitations imposed by the City Council. The staff member designated by the City Manager shall attend meetings of the Commissio n, meetings of the Commission subcommittee as necessary, and submit such reports as said Commission may request and as deemed necessary or desirable, subject to limitations imposed by the City Council. The role of the Staff Liaison on a Commission is defined and should be referred to in the City of Milpitas Commissioner Handbook.

Section 12. Amendments

These Bylaws are subject to change through amendments approved by the City Council.

PASSED AND ADOPTED JANUARY 19, 2021.

Addendums:

1) Arts Commission
2) Community Advisory Commission
3) Economic Development and Trade Commission
4) Energy and Environmental Sustainability Commission
5) Library and Education Advisory Commission
6) Parks, Recreation and Cultural Resources Commission
7) Public Safety and Emergency Preparedness Commission
8) Senior Advisory Commission
9) Science, Technology, and Innovation Commission
10) Veterans Commission
11) Youth Advisory Commission

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CITY OF MILPITAS

COMMISSION BYLAWS
Addendum: Arts Commission

The Arts Commission was established by the Milpitas City Council on October 17, 2000.

Advisory Area
This Commission will advise Council on matters pertaining to the arts in Milpitas, as well as serve as the advisory body for the Public Art Program.

Meetings
The Arts Commission shall hold meetings the 4th Mondays of January, March, May, September and November at 7:00 PM at the Committee Conference Room in City Hall, or another designated location.

Membership
The City Council may confirm two (2) Milpitas resident student representatives who are currently enrolled in a MUSD high school or continuation school. Students will assume a non-voting liaison role on the Commission and represent the youth and teen community on the Commission advisory areas.

PASSED AND ADOPTED JANUARY 19, 2021.
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CITY OF MILPITAS

STANDARD COMMISSION
BYLAWS
Addendum: Parks, Recreation and Cultural Resources Commission

The Parks, Recreation and Cultural Resources Commission was originally established by the Milpitas City Council on May 25, 1964. It was combined with the Cultural resources Preservation Board in 1992. On August 21, 2018, the City Council added the advisory areas of bicycle and pedestrian matters of the dissolved Bicycle and Pedestrian Commission.

Advisory Area
This Commission wil l advise the Council on matters pertaining to recreation, bicycle and pedestrian trails and access, historic preservation, planning and development of new and existing parks and facilities, and identifying, protecting, and enhancing structures and other features reflecting special aspects of the City’s Cultural heritage.

Membership

This Commission is composed of nine (9) members and two (2) alternates appointed by the Mayor and approved by the City Council.

Quorum

Any five (5) voting members, including alternates, shall constitute a quorum for the transaction of business.

Voting

Voting authority is extended to the nine (9) regular members.

Subcommittees

The Commission may appoint such subcommittees, with at least one Commission member on the subcommittee, but not more than four members so as not to constitute a quorum.

Meetings
The Parks, Recreation and Cultural Resources Commission shall hold meetings the 1st Monday of every month except July, at 7:00 PM at the Committee Conference Room in City Hall, or a designated location.

PASSED AND ADOPTED APRIL 16, 2019.

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Approved 8/21/2018
Updated 1/19/2021
Updated 4/19/2022

CITY OF MILPITAS

COMMISSIONERS HANDBOOK
2022

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Milpitas Commissioner Handbook 2 2022
Welcome to City of Milpitas
Service as a Volunteer Commissioner

455 EAST CALAVERAS BOULEVARD , MILPITAS , CALIFORNIA 95035 -5479 PHONE: 408 -586 -3050, FAX: 408 -586 -3056 , www.ci.milpitas.ca.gov

Welcome and congratulations on joining the City of Milpitas team as a City Commissioner or Alternate! I am delighted that you are joining us, as your appointment is important to your Commission’s role in advising the Milpitas City Council as topics and initiatives important to the Milpitas community.

Included in this Commissioner Handbook is information on areas such as participating in a public meeting, attendance, and the role of Commissioners, the staff and council liaisons. I am hopeful that you will use this handbook as a guide to help you at your meetings and as you work with your Commission on your annual Work Plan and advisory areas.

I look forward to all the great work you will do on your Commission and on behalf of the Milpitas City Council, thank you for your service to the Milpitas community!

Sincerely,

Rich Tran
Mayor

C I T Y O F M I L P I T A S

O F F I C E O F M A Y O R R I C H T RAN

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Milpitas Commissioner Handbook 3 2022
INDEX

I. City Overview, Current City Commissions & Ad Hoc bodies 4

II. Role of Commissioners, Chair & Vice Chair, City Staff 5

III. Membership – Application & Appointment, Re-appointment, Term Limits and Orientation 6 – 7

IV. Work plan, Budget, Attendance, Resignation & Participation 8

V. Celebration and Fundraising 9

VI. Ethics 10

VII. California’s Ralph M. Brown Act and City of Milpitas Open Government Ordinance 11

VIII. Parliamentary Procedure at Meetings 12

IX. Resources and Conflict of Interest Guidelines 13

X. Appendices 14

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Milpitas Commissioner Handbook 4 2022

CITY OVERVIEW
City of Milpitas is a California municipality of approximately 78,000 residents, and was incorporated as a General Law City in January of 1954. Elected City Officers are the Mayor (term of 2 years) and four elected City Councilmembers (terms of 4 years each). Those leaders are elected by Milpitas voters on the ballot in November elections held each even year.

City Council is the body responsible for making all major policy decisions and direction for the City of Milpitas, including adoption of the City’s annual budget. The City Council votes at regular City Council meetings on all expenditures, major land use plans, infrastructure projects and facility and program activities. The Council relies on input from many sources, including the 12 Advisory Commissions along with other Task Forces, Ad Hoc Committees and residents at large.

CURRENT CITY COMMISSIONS
As of the publication of this manual, the following are 12 City of Milpitas Commissions for which residents may volunteer to serve by Mayoral appointment:

Arts Commission
Community Advisory Commission
Economic Development and Trade Commission
Energy and Environmental Sustainability Commission
Library and Education Advisory Commission
Parks, Recreation and Cultural Resources Commission
Planning Commission
Public Safety and Emergency Preparedness Commission
Senior Advisory Commission
Science, Technology and Innovation Commission
Veterans Commission
Youth Advisory Commission

All Commissions will consist of seven (7) appointed Commissioners, except the Parks, Recreation and Cultural Resources Commission which will consist of nine (9) appointed Commissioners. All Commissions, except the Planning Commission, will also have 2 appointed Alternate Members, and all Commissions, except the Planning Commission and Youth Advisory Commission, may have one (1) Milpitas resident enrolled in grades 9-12, as a non-voting member. The Arts Commission may have two (2) Milpitas resident enrolled in grades 9-12, as non-voting members.

AD HOC CITIZEN TASK FORCES AND COMMITTEES
From time to time, as needs arise, the Milpitas City Council may choose to appoint residents to serve on ad hoc advisory bodies. Examples have included the Citizens 222
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Milpitas Commissioner Handbook 5 2022
Budget Task Force, Campaign Finance Reform Committee and Citizens Task Force on Water Rates. Each body to which members are appointed by the City Council shall report back to the Council at appropriate intervals and upon conclusion of the task assigned by the Council. Members’ service concludes once a final report is provided to City Council, or as City Council directs.

Role of Commissioners, Alternate Members, Chair & Vice Chair, City Staff and City Council

Commissioners serve as voluntary members from the community advising the City Council on policies related to the purpose of their Commission. They are expected to attend all meetings, actively participate and deliberate, and vote on any matters that are requested for recommendation to the City Council.

Alternate Members serve only in the absence of a voting member. When a voting Commissioner is absent from a regularly scheduled Commission meeting, the Commission Chair shall call upon an alternate to be seated at the table or dais to participate in a voting role at the meeting. If a regular voting Commissioner arrives subsequently, that person shall not participate as a voting member.

Once per year, Commissioners will vote to elect a Chair and Vice Chair of the Commission. The Chair is responsible for leading the regular meetings of the Commission. The Chair shall call the meeting to order, state items to be discussed on the agenda, permit all members the opportunity to be heard, allow for comments from the public, call for a vote when required and work directly with the staff liaison to ensure a successful meeting. The Vice Chair shall serve the role of Chair in the absence of the Chair. No Commissioner shall serve more than three consecutive years as the Chair or Vice Chair of any Milpitas Commission.

A City staff liaison to your Commission is available to provide staff support and work closely with the Chair to develop the meeting agendas and any information gathered for benefit of the Commissioners. Staff shall assist in guiding the work of the Commission, provide agendas and take meeting minutes. The City Manager shall assign appropriate staff liaison(s) to each Commission.

Keep in mind that volunteer City Commissioners do not direct or delegate work tasks to staff or Council liaisons. Commission annual work plan activities and assignments are to be completed by Commissioners.

The City Attorney may be available to provide legal advice when asked by the staff liaison regarding the Brown Act, parliamentary procedure, or on topics related to 223
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Milpitas Commissioner Handbook 6 2022
the Commission’s business. Except for the Planning Commission, the City Attorney will not attend Commission meetings on a regular basis.

Milpitas Mayor and City Council together serve as the ultimate deliberative body regarding all business and policy matters for the City of Milpitas. Significant work by Commissions shall result in recommendations to the City Council, which will then vote to approve any City policy or expenditure.

Membership – Application Process, Method of Appointment, Departure, Terms of Service and Term Limits

Requirement to serve: the main requirement to be appointed to a Commission is to be a current resident of Milpitas over age 18 (except Youth Advisory Commission).

The City Council may appoint one (1) Milpitas resident enrolled in grades 9-12, as a non-voting member, to a Commission (except the Planning and Youth Advisory Commission). The City Council may appoint two (2) Milpitas residents enrolled in grades 9-12, as non-voting members.

Additional requirements for select Commissions are reflected in the approved By- Laws. For example, members of the Economic Development Commission are not required to be residents, however, they shall represent various segments of the business community.

APPLICATION & APPOINTMENT
To apply for service on any City of Milpitas Commission, residents or interested persons shall complete a Commission Application and submit the form to the City Clerk. Form may be submitted in person, by US postal mail or by e-mail. Form is available at the City Clerk’s office and on the City website. If requested, applicants may be asked to complete a supplemental questionnaire.

Copies of applications are provided to the Mayor for his/her consideration. Per Government Code, the Mayor of a General Law city holds the power of appointment, upon confirmation by the City Council. The Mayor may appoint two Councilmembers to a City Council Subcommittee to review applications, interview applicants and make recommendations for appointment or re-appointment to all Commissions. The City Council must vote to affirm all appointments to Commissions by the Mayor.

Applicants may express interest in serving on more than one Commission. However, residents may only serve on one Commission at a time, except by special exception of the City Council. City employees may not be appointed to Commissions.

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Milpitas Commissioner Handbook 7 2022

RE-APPOINTMENT
Appointed Commissioners may seek to be re-appointed upon the expiration of their current term. Re-appointment to a new term is not automatic, but rather must be recommended by the Mayor and confirmed by the City Council. Those seeking re- appointment to a new term shall contact the Mayor to express their request.

The length of a Commissioner’s term of service on a Commission is specified in the Commission by-laws and these do vary by Commission. Alternate members (non- voting) may have shorter terms than voting Commissioners.

When a Commission term is vacant and a new member is appointed to fill the vacancy, the term of service and expiration of the term remains the same as the original appointment, i.e. the expiration and length of the term is static.

Alternate members are appointed by the Mayor and Council, and shall be available to be seated as a voting member at a regular Commission meeting when a voting Commissioner is absent. Alternate members do not deliberate or vote when all regular members are present at the Commission meeting.

Bylaws and Orientation by Staff
All City of Milpitas Commissions have written By-Laws by which Commissioners and staff abide, which are written by the City Attorney. By-laws may be viewed on the City’s website and are provided to all Commissioners from their staff liaison.

A template for the basic edition of all Commission by-laws is included with this handbook, in the appendix.

Links to all Commission’s By-laws can be found online on each Commission page:
http://www.ci.milpitas.ca.gov/our-government/commission/

The staff liaison shall provide an orientation in person to newly appointed Commissioners. Extensive training is provided in particular to the Planning Commission, commensurate with those duties related to land use decision making – serving as a quasi-judicial body - per the Milpitas Municipal Code. Staff shall ensure that contact information is provided by the Commissioner allowing communication via email for distribution of agendas or other important information.

A nameplate is created for each new Commissioner. Business cards up to 50 each annually may be printed by staff, in house, on City standard format for Commissioners for City business purposes only. City of Milpitas business cards with City logo may not be printed privately or by an outside party. 225
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Milpitas Commissioner Handbook 8 2022

ANNUAL WORKPLAN
Each Commission shall discuss and prepare its annual work plan, which shall be submitted and approved by City Council. The work plan is a list of the anticipated topics, assignments and goals that Commissioners will focus on over a 12 months’ period. In turn, the Council may request an annual report listing accomplishments of each Commission based on the work plan. All Reports may be presented at one meeting to the City Council annually.

ANNUAL BUDGET
City Council shall allocate $1,000 annually for each Commission. Funds are to be used towards City Council approved Work Plan tasks and projects, and administrative costs related to the Commission. Those Commissions that determine a need for additional funding shall return to City Council with a stated request for more funds and the purpose for those. City Council shall approve or deny any request for such expenditures.

REQUIRED ATTENDANCE / POLICY FOR REMOVAL
All appointed Commissioners (and Committee or other ad hoc body members) are expected to attend all regular meetings. Meetings are scheduled at specified times each month or at regular intervals. Attendance and participation in the business of the Commission is necessary for the success of the Commission in achieving its annual work plan goals. When a Commissioner is unable to attend a meeting, it is courteous to notify the City staff liaison and Commission Chair of expected absence.

If any Commissioner is absent from three or more meetings in a year, that information will be reported to the City Council and can be grounds for removal. This policy allows for another resident to be appointed to the Commission. Attendance is tracked by staff and the City Clerk shall report to the City Council quarterly.

RESIGNATION
If a Commissioner is no longer available to serve, he or she must submit resignation in writing by sending a written communication to the Mayor and the City Clerk. This is per adopted City Council Resolution No. 7702. The written resignation must then be accepted by City Council via action on consent calendar at a regular meeting.

By state law, a 20-day Notice of Vacancy must then be posted by the City Clerk to invite new applicants for the vacant Commission seat.

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PARTICIPATION
When attending Commission meetings, all voting members have the opportunity and right to participate and be heard. The Chair of the Commission holds the responsibility for decorum at the meetings, and shall permit each Commissioner to offer comments and make any motions on matters on the meeting agenda.

Additionally, some Commissions expect participation by Commissioners outside of the regular meetings. For example, Planning Commissioners may attend the annual Planners Institute offered by the League of California Cities. Several Commissions participate in various joint events throughout the year and other participation in Commission events may be required, as identified in the adopted annual work plan.

CELEBRATION
The Mayor and City Council appreciate the service of each and every Commissioner.

As a way to express their appreciation, once each year in the spring, the City Council hosts an event to honor current Commissioners for their service. This may be a luncheon event at the Community Center or another facility. Each Mayor and City Council will determine and plan the celebration annually, as desired and budgeted, for the Commissioners, Alternate Members and their guests to enjoy.

FUNDRAISING
Several Commission work plans (approved by City Council) call for fundraising efforts, and those funds may then be utilized for events, contribution to non-profits, or for service provision. Money raised on behalf of the City of Milpitas will be held by the City of Milpitas as part of and in accordance with best practices of the city’s Finance Department. Any requests for funds to be dispersed will require City Council approval. City staff will work with Commissions to ensure proper accounting procedures and practices are followed to reflect compliance with City and state regulations alongside ethical action.

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ETHICS AND EXPECTED STANDARDS OF PERFORMANCE
City Commissioners are representatives of the City while serving in their role as volunteer Commissioners, both while in attendance at meetings and while present at City functions as a Commissioner. All Commissioners and Alternate Members shall adhere to ethical behavior at all times and that entails compliance with the City of Milpitas Standard Operating Procedure 16-1 “Code of Conduct for Public Officials” (see appendix). The code requires dedicated service, equal treatment, under- standing potential for and avoiding conflicts of interest, and not participating in political activity while performing Commission duties.

City officials including appointed City Commissioners shall be required to participate in state-mandated ethics training (commonly referred to as AB1234). Such training is available online from the FPPC, on YouTube, and from the City Attorney.

Here are links to ethics training courses available:

Fair Political Practices Commission:
http://www.fppc.ca.gov/learn/public-officials-and-employees-rules-/ethics- training.html

Institute for Local Government:
http://www.ca-ilg.org/ethics-education-ab-1234-training

Upon completion of the training, Commissioners shall file a signed certificate with the City Clerk, which shall remain on file in the Clerk’s office for the length of service of the Commissioner.

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California’s Ralph M. Brown Act

The Brown Act or Open Meetings law is found in the California Government Code section 54950 et seq. This significant law was enacted in 1953 to guarantee the public’s right to attend and participate in all meetings of local legislative bodies.

Those bodies include commissions, committees, boards or other body of a local agency, whether permanent or temporary, decision-making (such as Planning Commission) or advisory (all others). Most importantly, according to this law, all meetings must be properly noticed for participants and for the public. City staff must ensure this occurs for all Commissions.

Notably, a majority of the members of any Commission may not discuss or deliberate on any business within the subject matter jurisdiction of the Commission except at a noticed meeting, and this includes in person interactions as well as serial or indirect communications.

The agenda for a regular meeting must be posted in a location at the meeting site and freely accessible to members of the public at least 72 hours before the meeting.

Any meeting not established as a regular meeting is a “Special” meeting and a special meeting agenda must be posted at least 24 hours prior to the meeting.

Agendas must be posted at the building where the meeting occurs, and in Milpitas, also on the City’s website. Agendas for all meetings held at Milpitas City Hall are posted on the outside board for this purpose at the northwest entry to the building.

Meetings that are not properly noticed are not permitted. That would include “serial” meetings – which would be when one Commissioner contacts another, who then contacts another Commissioner by phone, e-mail or in person. All business of the Commission must be listed on the agenda, posted, and discussed at a public meeting held in an accessible location. Therefore, care must be taken to ensure that if a quorum (half of the members + 1) is gathered at a public or private place, no public business shall be discussed. For this purpose, e-mail communication between Commissioners should be avoided including the use of “Reply All” to any staff notices sent via e-mail to the entire Commission.

City of Milpitas Open Government Ordinance

In 2005, Milpitas City Council adopted the Open Government Ordinance and amended it in 2009. This is the local version of the City’s “Sunshine Law” and ensures that all public business of the city government is conducted in public. It enhances Brown Act requirements. This law is available to read and review in the City’s published Milpitas Municipal Code online, as Title I Chapter 310 found here:
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https://library.municode.com/ca/milpitas/codes/code_of_ordinances?nodeId=TITIA D_CH310OPGOOR .

Parliamentary Procedure at Meetings

Meetings shall operate using standard parliamentary procedures following an approved meeting agenda. Most entities follow Robert’s Rules of Order (or, in the alternative Rosenberg’s). Procedures generally include:

1. Establish and post a written agenda.

2. Agenda includes a Call to Order, Roll Call, note start and ending times.

3. Action by Motions made, seconded, discussed and voted upon.

4. Adjourn the meeting to conclude or continue the meeting.

One Commissioner can make a motion to approve an action, another member shall second the motion aloud, and then the Commission Chair shall call for a vote. Staff will record the number of votes in favor, the number opposed and any abstaining.

The Chair will announce the result of the vote. Voting is most frequently done by voice, aloud, and may also be done by roll call or by a show of hands.

Motions may also be voted upon to open and close a public hearing, to adjourn (end) the meeting, or other necessary actions of the Commission. Training on these technical procedures is available and staff liaisons will schedule for new members.

The City Clerk can provide to each Commissioner one copy of the copyrighted booklet “The a-b-c’s of Parliamentary Procedure” published by Channing Bete.

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Resources Available for Commissioners
City of Milpitas web page for Commissions:
www.ci.milpitas.ca.gov/our-government/commission/commission-member- resources/

League of California Cities www.cacities.org
(Ethics, Brown Act and other training available online)

Fair Political Practices Commission www.fppc.ca.gov
(Training available on YouTube regarding Forms)

Parliamentary Procedure video www.youtube.com/watch?v=FfnBGolKmbM http://www.rulesonline.com/

Roberts Rules of Order http://robertsrulesmadesimple.com/

Conflict of Interest guidelines

State of California Fair Political Practices Commission (“FPPC”) regulates reporting of potential conflicts of interest, according to the Political Reform Act. It mandates the filing of annual forms, known as Form 700/Statement of Economic Interests in accordance with the City’s adopted Conflict of Interest Code. City Council, specified City staff, and certain City Commissioners must file Form 700 with the City Clerk each year. Its purpose is to reveal any potential conflicts of interest, relative to any financial interests held solely within the City of Milpitas. Forms must be filed initially when first appointed (Assuming Office), annually by April 1 each year, and then once more when departing the Commission upon resignation or conclusion of the term (Leaving Office).

More information and Form 700 is online at www.fppc.ca.gov . Contact the Milpitas City Clerk with any questions.

Commissions required to file Form 700:

Arts Commission
Community Advisory Commission
Economic Development & Trade Commission
Energy & Environmental Sustainability Commission
Parks, Recreation and Cultural Resources Commission
Planning Commission
Science, Technology & Innovation Commission

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APPENDICES

A. Sample Commission By-Laws

B. Standard Operating Procedure 16-1 “Code of Conduct for Public Officials”

C. FPPC Form 700 Statement of Economic Interests

D. City Council Resolution No. 7702 – notification upon resignation

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APPENDIX A
Sample Commission Bylaws

CITY OF MILPITAS

COMMISSION BY-LAWS

Section 1. Purpose

Section 2. Membership

A Commission is composed of seven (7) members and two (2) alternates appointed by the Mayor and approved by the City Council. All members and alternates shall be Milpitas residents, 18 years or older, unless otherwise noted in the Commission Bylaws Addendum. In addition to the seven (7) members and two (2) alternates, one (1) Milpitas resident enrolled in grades 9-12 may also be appointed as non-voting member by the Mayor and confirmed by the City Council for all Commissions except for the Youth Advisory Commission. The City Council may appoint a Council liaison to serve on the Commission in a non-voting capacity.

Section 3. Term of Office & Removal

Members and alternates are expected to attend all meetings. When any member or alternate has three or more absences in a 12-month period, the City Clerk’s Office shall forward this information to the City Council for review and possible removal of the member or alternate from the Commission. Any member or alternate of the Commission may be removed from office at any time by a simple majority vote of the City Council at a regularly scheduled Council meeting, with or without cause.

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Section 4. Vacancies

Vacancies will be filled for the unexpired portion of the term by the Mayor with the approval of the City Council.

Section 5. Officers

A Chair and Vice Chair will be selected annually at the first meeting of the calendar year from the appointed members for a term of one year. The Chair will call for meetings and preside over all sessions. In the absence of the Chair and Vice Chair, the m ember with longest continuous service on the Commission will preside.

Section 6. Meetings

Commissions shall hold regular meetings at a predetermined day, week, time and location. All meetings shall be open to the public. Should a scheduled meeting occur on a holiday, said meeting will be deferred to the same day of the following week or to a date agreed upon by a majority of the Commission. Special meetings may be called by majority vote, the Chair, Staff Liaison, or the City Council. No meetings will be held in the month of July. Notice of any special meeting shall be given as required by law. Except as otherwise provided by these Bylaws, the Commission shall follow the latest edition of Robert’s Rules of Order for the orderly conduct of meetings.

Section 7. Quorum

Any FOUR (4) voting members, including alternates, shall constitute a quorum for the transaction of business.

Section 8. Voting and Seating of Alternates

Voting authority is extended to the SEVEN (7) regular members. An alternat e member shall vote only if seated in the absence of a regular member. In the event that a regular member is absent, alternate members shall be seated in order of their alternate position. If a member arrives after an alternate has been seated, the altern ate shall remain as the voting member until the end of the meeting.

Section 9. Duties of Commission to be Advisory Only

It is intended that the Commission shall be an advisory body to the City Council.

Section 10. Subcommittees

Section 11. Assistance of Staff

The City Manager of the City of Milpitas shall provide the Commission with such information and staff assistance as the Commission may from time to time request subject to the 234
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limitations imposed by the City Council. The staff member designated by the City Manager shall attend meetings of the Commission, meetings of the Commission subcommittee as necessary, and submit such reports as said Commission may request and as deemed necessary or desirable, subject to limitations imposed by the City Council. The role of the Staff Liaison on a Commission is defined and should be referred to in the City of Milpitas Commissioner Handbook.

Section 12. Amendments

These Bylaws are subject to change through amendments approved by the City Council.

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APPENDIX B

CITY OF MILPITAS, CALIFORNIA
STANDARD OPERATING PROCEDURE 16-1
Effective: 03-02-1970
Revised: 03-17-1976
06-02-2004

SUBJECT: CODE OF CONDUCT FOR PUBLIC OFFICIALS
The proper operation of democratic government requires that public officials and employees be independent, impartial, and responsible to the people. The purpose of this Code of Conduct is to establish ethical standards of conduct for all such persons and to direct disclosure by such public officials and emplo yees of private, financial or other interests in matters affecting the City. This Code is distinct from the Milpitas Code of Ethics, which applies solely to elected and appointed officials, campaign candidates, city management, and senior staff.

The municipal officials and employees of the City of Milpitas, whether elected or appointed, are "public officials and employees" within the meaning and intent of this Code.

1. Responsibilities of public office.

a. Public officials and employees are bound to obs erve in their official acts the highest standards of morality and to discharge faithfully the duties of their office regardless of personal considerations, recognizing that the public interest must be their primary concern. Their conduct in both their official and private affairs should be above reproach.

b. Public officials and employees are bound to uphold the Constitution of the United States and the Constitution of the State of California and to carry out impartially the laws of the nation, state, and municipality.

2. Dedicated Service.

Public officials and employees should not exceed their authority or breech law or ask others to do so and they should work in full cooperation with other public officials and employees unless prohibited from doing so by law or by officially recognized confidentiality of their work.

3. Fair and Equal Treatment.

a. Unilateral Communications. No public official or employee should encourage, make, or accept any application or communication from any party made out of the presence and without the knowledge of other 236
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parties in a matter under consideration when such application or communication is designed to influence an official decision or the conduct of the official or other officials, employees, or agencies in order to obtain favored treatment or special consideration to advance the personal or private interests of himself/herself or others.

Any written unilateral communication received by a public official or employee in matters where all interested parties should hav e equal opportunity for a hearing should be made part of the record by the recipient. Any oral unilateral communication received under such condition should be written down in substance by the recipient and also made a part of the record.

b. Use of Public Property. No public official or employee shall request, use, or permit the use of city -owned vehicles, equipment, materials, or property for personal convenience or profit, except when such services are available to the public generally or are provided as municipal policy for the use of such official or employee in the conduct of official business.

4. Conflict of Interest.

a. No public official or employee, whether paid or unpaid, shall engage in any business or transaction or shall have a financial in terest or other personal interest, direct or indirect, which is incompatible with the proper discharge of his/her official duties in the public interest or would tend to impair his/her independence of judgment or action in the performance of said official duties. Personal, as distinguished from financial interests, includes an interest arising from blood or marriage relationships, personal friendships, fraternal relationships or close business or political associations.

b. Specific conflicts of interests are enumerated below for the guidance of officials. This list is merely illustrative and not exclusive:

(1) Incompatible Employment . No public official or employee shall engage in or accept private employment or render services from private interests wh en such employment or services is
incompatible with the proper discharge of his/her official duties or would tend to impair his/her independence of judgment or action in the performance of said official duties. In the event a public official or employee should possess a financial or personal interest in any business or transaction, any presumption of conflict of interest in his/her public duties shall be removed by disclosure of the nature and extent of such investment to the proper authority for the records of said authority.
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(2) Disclosure of Confidential Information . No public official or employee shall, without proper legal authorization, disclose confidential information concerning the property, government, or affairs of the City. Nor shall they use such information to advance the financial or other private interests of themselves over others.

(3) Gifts and Favors . No public official or employee shall accept any gift at any time, whether in the form of a service, loan, thing, or promise, from any person, firm or corporation, which to his/her knowledge is interested directly or indirectly in any manner whatsoever in business dealings with the City; nor shall any such official or employee accept a gift, favor or thing of value that may tend to influe nce him/her in the discharge of his/her duties, or grant in the discharge of said duties any improper favor, service, or thing of value. The following exceptions may be permitted with the approval of the City Manager:

(a) A gift of candy or other perishable food items to the City or department, which is to be kept in the office area and
shared by all employees;

(b) A gift justified by a personal relationship, which exists outside the realm of City business.

In situations where a public official or empl oyee receives a gift, which is extremely embarrassing to return, the City Manager's Office has draft copies of letters, which might be enclosed to return the gift to the party who sent it. Anonymous gifts should be given to the City Manager's Office for d isposal to a local charity if it has no useful purpose to the City.

(4) Representing Private Interests Before City Agencies or Courts . No public official or employee whose salary is paid in whole or in part by the City shall appear in behalf of private i nterests before any agency of the City; nor shall they represent private interests in any action or proceeding against the interest of the City or in any litigation to which the City is a party.

(5) Contracts with the City. The public has a right to assu me that City employees are given no special advantages by virtue of their employment. Whether or not any special advantage exists, an employee's private involvement in any item bought or sold by the City is subject to criticism and misunderstanding and sh ould be avoided. In accordance with Section 1090 of the Government 238
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Code, City officers and employees are prohibited from bidding on or buying any items offered for sale by the City. This prohibition includes:

(a) The auction and sale of bicycles, person al property, and other items confiscated or held for safekeeping by the City; and

(b) The use of intermediaries to purchase such items for a City of Milpitas employee.

No public official or employee shall become a vendor selling any item to the City. F urther, said officials and employees shall not participate in City purchases to buy anything for themselves, friends or relatives. Nor shall City purchases be used to secure personal price advantages.

Public officials and employees are cautioned from ac cepting "discounts" or other advantages offered by vendors to "City Employees." While these may be legitimate business promotions from ethical businesses, employees should first ensure that they are not compromising themselves or placing the City in a potentially embarrassing position through a conflict with their official duties.

(6) Disclosure of Interest in Legislation. Any public official or employee who appears before the City Council and has a financial or private interest in any pending City legislation should disclose such interest on the record of the City Council and thereafter abstain from participating in discussions with or giving an opinion to the Council.

(7) City officials or employees who discover lost or stolen property should imme diately turn it in to the Police Department. If the property is discovered while on duty, the official or employee is not entitled to receive unclaimed property in accordance with the Civil Code. However, except for peace officers, unclaimed property discovered when off duty may be claimed in accordance with the law.

5. Political Activity.

In accordance with Title VI, Chapter 101, Section 18, of the City Ordinance Code, no public official or employee shall during hours of work or when dressed in a uniform required in any department of the City or when wearing any City insignia required or pe rmitted in any department of the City or while identifying 239
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themselves as an officer or employee of the City of Milpitas, participate in any City, District, County, State, Federal, or other political activity or participate in any nomination, campaign or election.

This does not prevent any officer or employee from:

a. Becoming or continuing to be a member of a political club or organization;

b. Attending political meetings;

c. Enjoying entire freedom from all interference in voting;

d. Speaking or acce pting election or appointment to public office while on leave of absence;

e. Seeking signatures for any initiative or referendum petition directly affecting rates of pay, hours of work, retirement, civil service or other working conditions provided such activity is not carried on during hours of work;

f. Distributing badges, pamphlets, dodgers, or hand bills or other participation in any campaign in connection with such petition if the activity is not carried on during hours of work or when dressed in the uniform required in any department of the City.

A violation of any provisions of this Code may constitute a cause for suspension, removal from office or employment or other disciplinary action.

The Council amended this SOP and renamed it to Code of Cond uct for Public Officials by Resolution No. 7414 effective June 1, 2004.

16-1/SOP/6-04

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APPENDIX C
FPPC Form 700 Statement of Economic Interests

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APPENDIX D

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CITY OF MILPITAS

AGENDA REPORT
(AR)

Item Title: Approve the Purchase of a Police Vehicle, Find the Procurement to be in the Best Interest of the City, and Authorize the City Manager to Execute Any Documents Necessary to Effectuate the Purchase (Staff Contact: Jared Hernandez, Chief of Police, 408-586-2406)
Category: Consent Calendar-Public Safety
Meeting Date: 4/19/2022
Recommendation: Approve the purchase of a Police vehicle, find the procurement to be in the best interest of the City, and authorize the City Manager to execute any documents necessary to effectuate the purchase.

Background:

The Milpitas Police Department currently manages a fleet of police vehicles assigned to Field Services and Special Operations staff throughout the department’s 24-7 operation. The City of Milpitas has a contractual obligation under the Milpitas Police Officer Association’s (MPOA) Memorandum of Understanding to provide vehicles for police operations. It is imperative the police department maintain its fleet of vehicles to effectively provide public safety services to the community.

A Police Department vehicle was recently damaged during a critical incident and is not suitable for service.

This vehicle is one of nine (9) vehicles currently utilized by the eleven (11) staff members assigned to the Special Operations Division. The damaged vehicle has reduced the fleet of vehicles assigned to the Special Operations Division to eight (8). There is currently insufficient vehicles available for Detectives to effectively perform their duties and there is an immediate need to replace this vehicle.

Municipal Code Section I-2-3.03 titled “Procurements where competitive methods are not practicable” provides that the City is not required to engage in competitive procurement as authorized by the City Council to be “in the best interest of the City”.

Analysis:

Typically, the City purchases vehicles using a Sourcewell cooperative agreement such as the National Auto Fleet Group (NAFG) one of the largest cooperative vehicle suppliers in the country, especially for sedans. The use of cooperative agreements, which are a result of competitive solicitations, is typically more effective and efficient than for the City to undergo a competitive procurement process. However, purchases through these agreements are severely impacted by the current supply shortage of vehicles in the automobile market and have an extended delivery period. There are currently no vehicles available for government wholesale purchase through NAFG. NAFG also has very limited vehicle availability for retail purchase as the majority of retail vehicles are sold before they are delivered to the dealership due to the backlog of orders and retail vehicles are not available to the City through the existing cooperative agreement with NAFG.

Staff also contacted several local dealerships. Local dealerships also have very limited inventory and are not interested in responding to competitive solicitations. Therefore, as all viable options have been exhausted, staff requests Council authority to purchase a police vehicle directly from a dealership with available inventory consistent with Municipal Code Section 1-2-3.03(d). With this authority, staff will be able to replace the vehicle as soon as possible and restore the fleet to previous levels in support of effective police operations.

Policy Alternative:
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Alternative 1: Do not authorize the purchase of a police vehicle without a competitive process.

Pros: The City may not incur the open retail market cost of a police vehicle.

Cons: The substantial delay would mean the Police Department would not have enough vehicles for operations.

Reason not recommended: Due to supply chain and the priority of public safety, the Police Department needs to replace this vehicle as soon as possible.

Fiscal Impact:

The police department can absorb the cost of a new vehicle in its existing FY 2021-22 operating budget.

California Environmental Quality Act:

The action being requested is not a project as defined by CEQA (CEQA Guidelines exemption 15378(b)(2)).

Recommendation:

1. Approve the Purchase of a Police Vehicle, Find the Procurement to be in the Best Interest of the City, and Authorize the City Manager to Execute Any Documents Necessary to Effectuate the Purchase.

Attachments:

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AGENDA REPORT
(AR)

Item Title: Approve an Amendment of a Software License and Services Agreement with Mark43 by Adding the Evidence Data Migration and Morpho Mugshot Interface, Increasing the Not-to-Exceed Amount from $1,049,956.00 to $1,085,456.00 (Staff Contact: Steven Fox, Police Captain, 408-586-2525)
Category: Consent Calendar-Public Safety
Meeting Date: 4/19/2022
Recommendation: Approve an amendment of a Software License and Services Agreement with Mark43 by adding the Evidence Data Migration and Morpho Mugshot Interface, increasing the not-to-exceed amount from $1,049,956.00 to $1,085,456.00.

Background:

On June 15, 2021, City Council approved and authorized the City Manager to execute an agreement with Mark43 for a Law Enforcement Records Management System (RMS). Since then, the Milpitas Police Department and Mark43 have commenced work on the configuration and implementation of the RMS system.

Analysis:

During the implementation process, staff concluded that additional data migration and the purchase of the Morpho Mugshot Interface module would enhance the overall efficiency and effectiveness of the RMS system. The RMS is scheduled to go live in August 2022.

Evidence Data Migration
Evidence management is a critical function of the Milpitas Police Department. There are legal requirements that must be met to ensure there is proper chain of custody and overall integrity of property and evidence collected and retained by the Police Department. Currently, the Department utilizes a property and evidence management software developed by Porter Lee Corporation to document, catalog, and inventory incoming and outgoing evidence items to satisfy chain of custody documentation required by law. The Porter Lee Corporation software was implemented in 2006. The system is antiquated and is not compatible with the new Mark43 RMS system. Further, the current system no longer meets industry standards and product reliability/support has been progressively declining.

A data migration of the records stored in the Porter Lee Corporation software to the Mark43 system will ensure best practices related to the documentation of the chain of custody for incoming and outgoing evidence items; will increase staff efficiency for querying evidence related data as it will be housed in one centralized database as opposed to two separate systems; and will ensure previous evidence related data is integrated in a compatible format with the new Mark43 RMS system. If a data migration is not completed, Police Department staff will be required to utilize the Mark43 RMS system and the Porter Lee Corporation software concurrently, which will increase the amount of time required for property and evidence related tasks and increase the likelihood for errors pertaining to property and evidence. As the reliability/support for the Porter Lee Corporation software has been progressively declining, there is a great risk of a complete system failure and loss of data for evidence items that have yet to be adjudicated in a court proceeding or disposed of in accordance with established rules and regulations.
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Morpho Mugshot Interface
Police Department staff rely on several resources to accurately confirm an individual’s identity, one of which is the Santa Clara County Mugshot Database. This database stores photographs and corresponding information about those individuals booked into custody at either the Santa Clara County jail or at another law enforcement agency within Santa Clara County. The addition of the Morpho Mugshot Interface to the new Mark43 RMS will allow Police Department staff to view recent booking photographs of individuals within the Mark43 RMS directly, thereby reducing the need to search separate databases. This will minimize potential misidentification of individuals and lessen the need for staff to verify an individual’s identity through multiple resources; therefore, increasing the overall efficiency of the identification process.

Policy Alternatives:

Alternative 1: Do not approve the amendment to the software license and services agreement with Mark43.

Pros: There are no identified benefits to this alternative.

Cons: In failing to add the Evidence Data Migration and Morpho Mugshot interface to the RMS system, the department runs the risk of not effectively and efficiently adhering to chain of custody requirements and best practices and losing prior evidence data currently stored on a separate antiquated system.

Reason not recommended: Adding the needed evidence data migration and mugshot interface will increase the overall effectiveness of the new Mark43 records management system.

Fiscal Impact:

The total cost of the original agreement over the initial six-year period is $1,049,956.00. With the approval of the amendment, there is a one-time cost of $35,500.00, increasing the not-to-exceed amount of the total agreement to $1,085,456.00. The one-time cost of $35,500.00 will be paid from funds available in CIP 3423 Police Records Management System. Funding source for CP 3423 come from the General Fund and the General Government CIP Fund, currently the available balance is $581,289 as of April 13, 2022.

California Environmental Quality Act:

The proposed action is exempt from environmental review pursuant to the California Environmental Quality Act (CEQA) Guidelines sections 15378(b)(2) and 15378(b)(5) as ongoing administrative or organizational activities to ensure proper record keeping in the Police Department that will not result in direct or indirect physical changes in the environment.

Recommendation:

Approve an amendment of a Software License and Services Agreement with Mark43 by Adding the Evidence Data Migration and Morpho Mugshot Interface, increasing the not-to-exceed amount from 1,049,956.00 to $1,085,456.00.

Attachments:

1. Original Software License and Services Agreement

2. Amendment No. 1 to Software License and Services Agreement

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1 RFP No. 2424 – Law Enforcement Records Management System

CITY OF MILPITAS

SOFTWARE LICENSE AND SERVICES AGREEMENT

THIS SOFTWARE LICENSE AND SERVICES AGREEMENT ("Agreement") is entered into as of _________________ , (the " Effective Date ") by and between Mark43, Inc. , a Delaware corporation with its principal place of business at 250 Hudson Street, 3rd Floor, New York, NY 10013 ("Licensor" or “Mark43”) and the City of Milpitas, a California municipal corporation ("Licensee" or “ City”). This Agreement may refer to Mark43 and City individually as a "party" or jointly as the “parties.”

RECITALS

A. In conjunction with the City of Milpitas Police Department operations, the City desires to acquire a law enforcement records management system as detailed in the Request for Proposals (RFP) No. 2424;
B. In its proposal dated June 29, 2020 and submitted in response to the City's RFP (the “Proposal”), Mark43 represents that it has the knowledge, expe rience and expertise in public safety technology, and the desire to provide the City with the law enforcement records management system software solution as set forth in its Proposal; and
C. Mark43 is the owner of its proprietary Mark43 RMS SaaS Software (the “Software Services”).

D. Mark43/Licensor desires to grant to City/Licensee and City/Licensee desires to obtain from Mark43/Licensor a nonexclusive license to use the Software Services solely in accordance with the terms and on the conditions set forth in this Agreement.

AGREEMENT

THEREFORE, in consideration of the premises, agreements, covenants, representations and warranties herein contained, and for good and valuable consideration, the receipt and adequacy of which is hereby acknowledged, Licensor and Licensee agree as follows:

1. LICENSE.

1.1 Use of the Software. During the Term, Licensor hereby grants to Licensee such rights and licenses to the Software Services as set forth in Section 2 of Exhibit A of this Agreement.

1.2. Licensor Promotion. Licensee hereby grants to Licensor a non -exclusive, worldwide, royalty-free license to use, reproduce, distribute and publicly display Licensee's name in connection with Licensor’s corporate resume. Subject to prior written approval from Licens ee, Licensor may issue a press release generally describing the transaction contemplated by this Agreement or otherwise state that Licensee is a user of a Licensor product.

2. INTEGRATION/ADDITIONAL SERVICES. Licensor shall provide such reasonable assistance 137
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2 as is necessary to integrate the Software Services to operate in the manner contemplated herein. See Exhibit A, Section 4.2, Schedule A, and Schedule B.

3. LICENSE FEES.

3.1 Fees. In consideration of the rights granted in this Agreement, Licensee shall pay to Licensor fees not-to-exceed the amount of $1,049,956.00 for the Initial Term, as further described in Schedule A of Exhibit A.

3.2 Payment Terms. All payments shall be due within thirty (30) days of the invoice date for so long as this Agreement remains in effect. See Section 5 of Exhibit A.

4. PROPRIETARY RIGHTS. Reserved. See Section 3 of Exhibit A.

5. CONFIDENTIALITY. Reserved. See Section 7 of Exhibit A.

6. WARRANTIES. See Section 8 of Exhibit A.

7. TERM AND TERMINATION.

7.1 TERM.

(a) Initial Term. The initial term of this Agreement begins on the Effective Date and will continue for six (6) years, unless and until terminated in accordance with Section 7.2 (the “Initial Term”).
(b) Renewal Terms . Upon expiration of the Initial Term or any Renewal Ter m, this Agreement will automatically renew for successive one (1) year (each, a “ Renewal Term”) at the rates set forth on Schedule A of Exhibit 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.

7.2 Temporary Suspension and Termination.

(a) Termination for Breach by Either Party. Either party may terminate this Agreement upon written notice to the other party, if the other party breaches a material term of this Agreement and such breach remains uncured for thirty (30) days after the other party’s receipt of such notice.

(b) Suspension of Services. To the extent permitted by Applicable Law, in addition to any other rights or remedies it may have under this Agree ment or by Applicable Law, Licensor may immediately suspend provision of the Software Services without liability to Licensee: (a) if Licensee breaches Section 2.5 (Restrictions on Use) or Section 2.6 (Security Obligations) of Exhibit A; (b) to avoid harm o r liability to Licensor, its Affiliates or its other customers, including in the case of denial of service attacks or other disruptions; ( c) if required by Applicable Law or legally required by a governmental authority; or (d) if Licensee’s account is more than sixty (60) days past due with respect to non-disputed amounts, until paid in full.

Licensee shall remain liable for any fees and other amounts payable under this Agreement during any period of suspension. Licensor will use commercially reasonabl e efforts to restore Licensee’s rights to use and access those portions of the Software Services or 138
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3 accounts that gave rise to the suspension promptly after Licensee has resolved the problem giving rise to the suspension. (c) Termination for Non-Appropriation. Licensee’s payment obligation under this Agreement extends only to funds appropriated annually by Licensee’s governing body for the purpose of this Agreement. For each succeeding fiscal period covered by this Agreement, Licensee’s applicable agency or department responsible for this Agreement agrees to include in its budget request appropriations sufficient to cover the annual financial obligations under this Agreement. Licensee’s governing body has no obligation to make appropriations for the Agreement in lieu of appropriations for new or other contracts. If Licensee is appropriated insufficient funds to continue annual payments under this Agreement, Licensee may terminate this Agreement by giving Licensor not less than thirty (30) days’ prior written notice. Upon termination under this paragraph, Licensor shall be entitled to compensation for all Software Services rendered prior to the effective termination date. Licensor’s assumption of risk of possible non-appropriation is a part of the consideration for the Agreement. This Section controls against any and all other provisions of the Agreement. (d) Termination for Convenience. Licensee may terminate this Agreement at any time without cause upon ninety (90) days’ prior written notice to Licensor. No refund of amounts paid by Licensee shall be provided upon termination for convenience. 7.3 Effect of Termination. In the event of any termination or expiration of this Agreement, (a) Licensee will pay Licensor all amounts payable hereunder as of the termination or expiration date or Licensor shall provide a prorated refund of amounts paid by Licensee where termination occurs for breach by Licensor prior to the first twelve (12) months of the Term; (b) all rights and licenses granted hereunder to Licensee (as well as all rights granted to any Authorized Users of Licensee) will immediately cease, including but not limited to all use of the SaaS Services; and (c) Licensor will provide records to Licensee in accordance with its transition assistance services (“Transition Assistance”) as set forth in Schedule C of Exhibit A. (d) Licensee will, upon written request of Licensor, either return to Licensor or provide Licensor with written certification of the destruction of, all documents, computer files and other materials containing any Confidential Information of Licensor that are in Licensee’s possession or control. 7.4 Survival. The following provisions will survive any termination or expiration of this Agreement: Section 7.3 (“Effect of Termination”); Section 8 (“Indemnity”); Exhibit A, Section 3.1 (“Ownership of Subscriber Data”), Exhibit A, Section 4 (“Third-Party Components and Applications”), Exhibit A, Section 7 (“Confidentiality”), Exhibit A, Section 8.3 (“Disclaimer”), Exhibit A, Section 9 (“Limitation of Liability”), Exhibit A, Section 10 (“Indemnification”), Exhibit A, Section 11 (“Miscellaneous”), Exhibit A, Schedule C (“Transition Assistance”) and this Section 7.4 (“Survival”). 8. INDEMNITY. Licensor shall indemnify Licensee as detailed in Exhibit A, Section 10 (Indemnification). In addition, to the fullest extent permitted by law, Licensor shall defend (with counsel mutually agreeable to both parties, with Licensee’s approval not to be unreasonably withheld), indemnify and hold Licensee, its officials, officers, employees, and agents free and harmless from any and all claims, 139
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4 demands, causes of action, costs, expenses, liability, loss, damage or injury of any kind, in law or equity, to property or persons, arising out of any third-party claim in any manner arising out of, pertaining to, or incident to any gross negligence or willful misconduct of Licensor, its officials, officers, employees, subcontractors, consultants or agents in connection with the performance of the Licensor’s Services or this Agreement, including without limitation the payment of all damages, expert witness fees and attorney’s fees and other related costs and expenses. Licensor’s obligation to indemnify shall not be restricted to insurance proceeds, if any, received by Licensor, Licensee, its officials, officers, employees, agents, or volunteers. FOR THE AVOIDANCE OF DOUBT, LICENSOR’S INDEMNIFICATION OBLIGATIONS SET FORTH IN THIS SECTION 8 SHALL BE SUBJECT TO THE LIABILITY EXCLUSIONS AND LIMITATIONS OF DAMAGES SET FORTH IN SECTIONS 9.1 AND 9.2 OF EXHIBIT A. 9. INSURANCE. Upon execution of this Agreement, Licensor shall provide evidence satisfactory to the Licensee it has all insurance required under Exhibit B (Insurance Requirements), attached hereto and incorporated herein by this reference. 10. VERIFICATION OF EMPLOYMENT ELIGIBILITY. By executing this Agreement, Licensor verifies that it fully complies with all requirements and restrictions of state and federal law respecting the employment of undocumented aliens, including, but not limited to, the Immigration Reform and Control Act of 1986, as may be amended from time to time, and shall require all subcontractors of any tier to comply with the same. 11. GENERAL 11.1 Force Majeure. Neither party shall be liable hereunder by reason of any failure or delay in the performance of its obligations hereunder on account of strikes, electrical or other shortages, riots, insurrection, fires, flood, storm, explosions, acts of God, war, governmental action, labor conditions, earthquakes, material shortages, or any other cause beyond the reasonable control of such party. 11.2 Independent Contractors. Nothing in this Agreement shall be construed as creating an employer-employee relationship, a partnership, or a joint venture between the parties. Nothing contained herein will be construed to give any party any right or authority to create or assume any obligation of any kind on behalf of any other party. Because the Licensor will be acting as an independent contractor, the Licensee assumes no responsibility for the Licensor’s acts. 11.3 Governing Law. This Agreement shall be governed by the laws of the State of California, and without reference to its conflicts of law as though entered into between California residents and to be performed entirely within the State of California, and both Licensee and Licensor consent to jurisdiction and venue in the state and federal courts sitting in the State of California and in particular, within Santa Clara County, California. 11.4 Severability. The unenforceability, invalidity or illegality of any provision(s) of this Agreement shall not render the remaining provisions unenforceable, invalid or illegal. 11.5 Modification and Waiver. No modification to this Agreement, nor any waiver of any rights, will be effective unless assented to in writing by the party to be charged, and the waiver of any breach or default shall not constitute a waiver of any other right hereunder or any subsequent breach or default. 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 Licensee and Licensor. 140
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5 11.6 Notices. All notices required or permitted under this Agreement will be in writing and delivered by courier or overnight delivery service, or by certified mail to the following or such other addresses as the respective parties may designate by like notice from time to time. In each instance, notice will be deemed given upon receipt or within five (5) days of delivery, whichever is later. LICENSEE: City of Milpitas 1265 North Milpitas Blvd. Milpitas, California 95035 Attn: Mike Luu, IS Director LICENSOR: Mark43, Inc. 250 Hudson Street 3rd Floor New York, NY 10013 Attn: David Jochim Email: [email protected] Copy to: Mark43, Inc. 250 Hudson Street 3rd Floor New York, NY 10013 Attn: General Counsel Email: [email protected] All communications will be sent to the addresses set forth above or to such other address as may be specified by either party to the other in accordance with this Section. Either party may change its address for notices under this Agreement by giving written notice to the other party. 11.7 Assignment. Neither party shall be permitted to assign or otherwise transfer this Agreement intentionally or by operation of law or otherwise, in whole or in part, without the prior written consent of the other party, provided, however, that a party may, without the consent of the other party, but upon written notice to 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. 11.8 Organization. Within five (5) business days of the Effective Date, Licensor shall assign a Project Manager who shall be authorized to act on Licensor’s behalf under this Agreement. The Project Manager shall not be removed from this Agreement or reassigned without the prior written consent of the Licensee, which consent shall not be unreasonably withheld or delayed. 11.9 Third Party Rights. Nothing in this Agreement shall be construed to give any rights or benefits to anyone other than the Licensee and the Licensor. 11.10 Equal Opportunity Employment. Licensor represents that it is an equal opportunity employer and that it shall not discriminate against any employee or applicant for employment because of race, religion, color, national origin, ancestry, sex, age or other interests protected by the State or Federal Constitutions. Such non-discrimination shall include, but not be limited to, all activities related to initial employment, upgrading, demotion, transfer, recruitment or recruitment advertising, layoff or termination. 141
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6 11.11 Successors. This Agreement shall be binding upon and shall inure to the benefit of the successors in interest, executors, administrators and assigns of each party to this Agreement. 11.12 Prohibited Interests. Licensor maintains and warrants that it has not employed nor retained any company or person, other than a bona fide employee working solely for Licensor, to solicit or secure this Agreement. Further, Licensor warrants that it has not paid nor has it agreed to pay any company or person, other than a bona fide employee working solely for Licensor, any fee, commission, percentage, brokerage fee, gift or other consideration contingent upon or resulting from the award or making of this Agreement. For breach or violation of this warranty, Licensee shall have the right to rescind this Agreement without liability. For the term of this Agreement, no director, official, officer or employee of Licensee, during the term of his or her service with Licensee, shall have any direct interest in this Agreement, or obtain any present or anticipated material benefit arising therefrom. 11.13 Wage Theft Prevention. a. Licensor, and any subcontractor it employs to complete Services under this Agreement, shall comply with all applicable federal, state and local wage and hour laws. Applicable laws may include, but are not limited to, the Federal Fair Labor Standards Act, the California Labor Code and the Milpitas Minimum Wage Ordinance. b. BY SIGNING THIS AGREEMENT, LICENSOR AFFIRMS THAT IT HAS DISCLOSED ANY FINAL JUDGMENTS, DECISIONS OR ORDERS FROM A COURT OR INVESTIGATORY GOVERNMENT AGENCY, FINDING IN THE FIVE (5) YEARS PRIOR TO EXECUTING THIS AGREEMENT THAT LICENSOR OR ITS SUBCONTRACTORS HAS VIOLATED ANY APPLICABLE WAGE AND HOUR LAWS. LICENSOR FURTHER AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) HAS EITHER FULLY SATISFIED EACH JUDGMENT, DECISION OR ORDER, OR, IF ANY JUDGMENT, DECISION OR ORDER HAS NOT BEEN FULLY SATISFIED, LICENSOR AFFIRMS THAT IT OR ITS SUBCONTRACTOR(S) IS CURRENTLY SATISFYING SAID JUDGMENT, DECISION OR ORDER THROUGH A PAYMENT OR ALTERNATIVE PLAN APPROVED BY THE APPLICABLE COURT/GOVERNMENT AGENCY AND THAT LICENSOR OR ITS SUBCONTRACTOR(S) ARE IN COMPLIANCE WITH SAID PLAN AS OF THE DATE OF EXECUTING THIS AGREEMENT. c. If at any time during the term of this Agreement, a court or investigatory government agency issues a final judgment, decision or order finding that Licensor or a subcontractor it employs to perform work under this Agreement has violated any applicable wage and hour law, or Licensor learns of such a judgment, decision, or order that was not previously disclosed in its bid/proposal, Licensor shall inform the Licensee no more than fifteen (15) calendar days after the judgment, decision or order becomes final or from the date of learning of the final judgment, decision or order. Licensor or its subcontractor(s) shall, within thirty (30) calendar days after notifying the Licensee, either (i) fully satisfy any such judgment, decision, or order and provide the Licensee with documentary evidence of satisfying said judgment, decision or order; or (ii) provide the Licensee documentary evidence of a payment or other alternative plan approved by the court/government agency to satisfy the judgment, decision or order. If the Licensor or its subcontractor is subject to a payment or other alternative plan, the Licensor or its subcontractor shall continue to submit documentary evidence every thirty (30) calendar days during the term of the Agreement demonstrating continued compliance with the plan until the judgment, decision or order has been fully satisfied. 142
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7 d. For purposes of this Section, a "final judgment, decision, or order" refers to one for which all appeals have been exhausted or the time period to appeal has expired. Relevant investigatory government agencies include: the United States Department of Labor, the California Division of Labor Standards Enforcement, the Licensee, or any other governmental entity or division tasked with the investigation and enforcement of wage and hour laws. e. Failure to comply with any part of this Section constitutes a material breach of this Agreement. Such breach may serve as a basis for immediate termination of this Agreement and/or any other remedies available under this Agreement and/or law. f. Notice provided to the Licensee shall be addressed to: Attention: Finance Director, 455 E. Calaveras Blvd. Milpitas, CA 95035. The Notice provisions of this Section are separate from any other notice provisions in this Agreement and, accordingly, only notice provided to the above address satisfies the notice requirements in this Section. 11.14 Entire Agreement. This Agreement, with its exhibits, represents the entire understanding of Licensee and Licensor as to those matters contained herein, and supersedes and cancels any prior or contemporaneous oral or written understanding, promises or representations with respect to those matters covered hereunder. Each party acknowledges that no representations, inducements, promises or agreements have been made by any person which are not incorporated herein, and that any other agreements shall be void. This Agreement may not be modified or altered except in writing signed by both parties hereto. This is an integrated Agreement. 11.15 Order of Precedence. In the event of a conflict in the provisions of the Agreement, the following shall prevail in the order set forth below: (a) Agreement (b) Agreement Exhibits A (and associated Schedules A through F), B and C attached hereto and incorporated herein by reference, and (c) Licensor’s Proposal, which is incorporated herein and made a part of this Agreement by this reference, except Sections 2 (System Architecture), Section 3, Form D (Interface Identification), Section 4 (System Testing and Acceptance), Section 5 (Implementation Approach), Section 8 (Cost Proposal). 11.16 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. 11.17 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. [Signatures on following page] 143
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8 IN WITNESS WHEREOF, the parties have executed this Agreement as of the date first written above. CITY OF MILPITAS Approved By: Steven G. McHarris Interim City Manager Date Approved As To Form: Christopher J. Diaz City Attorney Approved: Lauren Lai; CPA, MPA Risk Manager/Director of Finance Approved As To Content: Jared Hernandez Acting Chief of Police MARK43, INC. Signature Name Title Date

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Chief Financial Officer
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9 Exhibit A SOFTWARE LICENSE AND SERVICES ADDITIONAL TERMS (See attached) 145
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1 EXHIBIT A: SOFTWARE LICENSE AND SERVICES ADDITIONAL TERMS FOR LAW ENFORCEMENT RECORDS MANAGEMENT SYSTEM (RFP NO. 2424) 1. DEFINITIONS. For purposes of this Exhibit A, and all Schedules attached hereto, the following terms shall have the meanings set forth below: 1.1 “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. 1.2 “Affiliated Agency” means any other government agency to which Subscriber is legally or contractually bound to share information. 1.3 “Applicable Law(s)” 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 applications purchased by Subscriber as described in Schedule A. 1.5 “Authorized Users” means employees of Subscriber and any Affiliated Agency who are authorized to access and use the Applications through the applicable security designation(s), pursuant to which full or limited access to the applicable Applications may be granted. 1.6 “Documentation” means the user guides and user manuals for the SaaS Services that Mark43 provides to Subscriber. 1.7 “Go Live” means the date of cutover to each respective Mark43 Application. 1.8 “Integrated Application" means a third-party product, database or application requested by Subscriber and approved by Mark43 that will be installed, linked or enabled by Subscriber for use in connection with the SaaS Services (e.g. NCIC). 1.9 “Integrated Application Data” means all data, information, content and other materials stored on an Integrated Application. 1.10 “Integrated Application Provider” means any third party, including other vendors, state agencies and local agencies, that control products and/or databases with which Mark43 SaaS Services are to be interfaced. 1.11 “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. 1.12 “Professional Services” means any implementation, training, project management, consulting and other services (outside the scope of the Support Services) that are described in a Statement of Work. 1.13 “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. 1.14 “Services” means the services provided or required to be provided by or through Mark43, including without limitation, SaaS Services and Professional Services. 1.15 “Software” means the object code version of Mark43’s computer software and all Updates made available by Mark43 to Subscriber under this Agreement. 146
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2 1.16 “Statement of Work” means a detailed plan of work to be agreed by the Parties in conjunction with this Agreement and attached to this Agreement as Exhibit C. 1.17 “Subscriber” means the City of Milpitas. 1.18 “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 Integrated Application, excluding any Third-Party Data and any Mark43 Data. 1.19 “Term” means the Initial Term and any Renewal Terms. 1.20 “Third-Party Component” means a third-party application incorporated in, integrated with or accessed through the SaaS Services (e.g. a mapping provider). 1.21 “Third-Party Data” means any data, information, content and other materials made available by any third party, including without limitation through a Third-Party Component. 1.22 “Updates” means any and all new releases, new versions, patches and other updates for the SaaS Services that Mark43 makes generally available without additional charge to its other subscribers of the SaaS Services. 1.23 “Website” means any Internet website through which Mark43 provides the SaaS Services under this Agreement. 1.24 “Work Product” means all materials, software, tools, data, inventions, works of authorship and other innovations of any kind that Mark43, or personnel working for or through Mark43, may make, conceive, develop or reduce to practice, alone or jointly with others, in the course of performing Professional Services or as a result of such Professional Services, whether or not eligible for patent, copyright, trademark, trade secret or other legal protection. 2. PROVISION OF THE SERVICES AND SOFTWARE. 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 D. 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 on Schedule A and the Statement of Work. 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. Subject to the terms and conditions of this Agreement, Mark43 will provide to Subscriber the support services detailed on Schedule B (the “Support Services”). 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 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) use the SaaS Services to create or augment 147
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3 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) introduce into the Services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature; (x) use the Services to post advertising or listings; (xi) use the Services to defame, abuse, harass, stalk, or threaten others; (xii) permit access or use of the Services by any individual outside the United States; (xiii) hide or obscure any Authorized User’s location; (xiv) attempt to gain access to the Services or Software or their related systems or networks in a manner not set forth in the Documentation. Subscriber and its Authorized Users will not access the SaaS Services if in direct competition with Mark43, 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 accordance with the Third-Party Component Terms. 2.6 Security Obligations. Subscriber agrees it and its Authorized Users shall securely manage their respective password(s) for access to the SaaS Services. Subscriber agrees it shall notify Mark43 promptly in the event it becomes aware of any unauthorized access or use of the SaaS Services, or of any of its or its Authorized Users passwords or accounts. Unless expressly stated otherwise in this Agreement, a single username or password may not be used by more than one (1) Authorized User. In addition, Authorized Users may log into the SaaS Services from only one location at any given time; concurrent usage (or sign in) under a single username is prohibited, unless Subscriber has a business justification for concurrent usage, in which case Subscriber is responsible for providing approval for such usage to the applicable Authorized Users. Subscriber is responsible for all activities conducted within user accounts in use of the SaaS Services. Subscriber shall comply with all applicable local, state, federal and regional or other laws and regulations applicable in connection with use of the SaaS Services, 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 Services, and (b) maintain and promptly update the registration data to keep it true, accurate, current and complete. 2.7 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 not supplied by Mark43 under this Agreement, and may, upon written notice, terminate its support for, any software or equipment of Subscriber that Mark43 determines are incompatible with the operation of the Services. 2.8 Data Sharing. Mark43 will allow Subscriber to grant other agencies specified levels of access to Subscriber Data pursuant to an executed data-sharing agreement between agencies, and with permissions subject to the parameters laid out in the relevant data-sharing agreement. Subscriber shall provide Mark43 with a copy of the executed data-sharing agreement prior to allowing any such data-sharing. As between Mark43 and Subscriber, Subscriber will be solely responsible for any liabilities that arise as a result of such data-sharing. 3. PROPRIETARY RIGHTS; SUBSCRIBER DATA. 3.1 Ownership of Subscriber Data. As between Mark43 and Subscriber, Subscriber owns the Subscriber Data. During the Term and to the extent required for Mark43 to provide transition services thereafter, Mark43 will have, and Subscriber hereby grants and agrees to grant to Mark43, a royalty-free, worldwide, transferable, sublicensable, irrevocable license to use the Subscriber Data to configure and/or provide the SaaS Services, Software, Support Services and Professional Services to Subscriber, and/or to prevent or address service or technical problems, in accordance with this Agreement and the Documentation, or otherwise in accordance with Subscriber’s requests or instructions. Mark43 may also use Subscriber Data in anonymized and/or aggregated form to develop analytics that may be used to provide products and services to Subscriber and/or to other Mark43 customers, provided that: (a) Mark43 makes available to Subscriber functionality and services based on anonymized data obtained from other Mark43 customers that are similar to the functionality and services provided to such other customers based on the anonymized data; and (b) Mark43 may not sell or offer for sale any Subscriber Data, whether in Subscriber identifiable, or anonymized and aggregated form. Mark43 shall comply with its obligations under all Applicable Laws in its provision of the Services and use of Subscriber Data. 3.2 Ownership and Reservation of Rights to Mark43 Intellectual Property. As between Mark43 and Subscriber, Mark43, its Affiliates and/or its licensors own all right, title and interest in and to the Services, Software, Work Product and all related technology and Intellectual Property Rights. Subject to the limited rights expressly granted hereunder, and except with respect to Third-Party 148
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4 Components, Mark43 reserves all rights, title and interest in and to the Services, Software, and Work Product, including all related technology and Intellectual Property Rights. No rights are granted to Subscriber hereunder other than as expressly set forth in this Agreement or as required by Applicable Law. 3.3 Subscriber Feedback. Subscriber and its Authorized Users may elect to provide Mark43 with suggestions, enhancement requests, recommendations and other feedback concerning the SaaS Services, Software, Support Services or Professional Services (the “Subscriber Feedback”). Subscriber hereby assigns and agrees to assign all Subscriber Feedback to Mark43 without lien or encumbrance and agrees that Subscriber Feedback will be the sole property of Mark43 and that Mark43 may use Subscriber Feedback in its discretion without obligation to Subscriber. Mark43 has no obligation to make Subscriber Feedback an Improvement. For the avoidance of doubt, Subscriber Feedback does not constitute Confidential Information of Subscriber hereunder. 3.4 Usage Data. Mark43 may collect certain information in connection with Subscriber’s access to or use of the Services, such as access records, date and time stamps, transaction and activity records and system performance data (“Usage Data”). Mark43 may use Usage Data to deliver and manage its products and services, perform maintenance and support, and develop, test, analyze, and improve the Services and other Mark43 products and services, and generate statistical data about usage of its products and services. As between Mark43 and Subscriber, Mark43 owns the Usage Data, excluding any Usage Data that constitutes personally identifiable information. 3.5 Data Security. Terms applicable to the privacy and security of Subscriber Data are set forth in the Data Processing Addendum attached as Schedule F hereto (the “Data Processing Addendum”). 4. THIRD-PARTY COMPONENTS AND INTEGRATED APPLICATIONS. 4.1 Third-Party Components. Third-Party Components may be made available to Subscriber through the SaaS Services. In connection with the functionality provided by and/or through Third-Party Components, Subscriber hereby accepts and agrees to be bound by the terms and conditions set forth in Schedule E, which may be updated from time to time upon notice to Subscriber (the “Third-Party Component Terms”). In the event of any inconsistency or conflict between the Third-Party Component Terms and the terms of this Agreement, the Third-Party Component Terms shall govern with respect to Subscriber’s access to and use of the applicable Third-Party Component. 4.2 Integrated Applications. To the extent Subscriber installs, links to or enables any Integrated Application for use with the SaaS Services, Subscriber grants and agrees to grant (and will cause the applicable Integrated Application Provider to grant) to Mark43 permission to access, retrieve, view, store, copy, modify and process Integrated Application Data from Subscriber’s existing account(s) on each such Integrated Application to the extent necessary to facilitate the interoperation of such Integrated Application with the SaaS Services. To the extent Subscriber requires an Integrated Application Provider’s assistance to install, link to or enable any Integrated Application for use with the SaaS Services, Subscriber shall separately contract with each such Integrated Application Provider for any such assistance. In no event will Mark43 be responsible for any Integrated Application or Integrated Application Data, or for any failure of an Integrated Application to properly interoperate with the Mark43 Solution; provided, however, to the extent that Mark43 creates, pursuant to the Statement of Work, an interface for an Integrated Application hereunder, Mark43 shall be responsible for such interface only, subject to the terms and conditions of this Agreement and the applicable Statement of Work. Mark43 may at any time, in its sole reasonable discretion, including upon the request of an Integrated Application Provider or due to an actual or potential security threat, disable any connection between an Integrated Application and the Applications, and any access, retrieval and viewing of Integrated Application Data via the Applications. For the avoidance of doubt, Subscriber’s access to and use of Integrated Applications and Integrated Application Data shall be subject to the terms and conditions of Subscriber’s agreement(s) with the applicable Integrated Application Provider. 5. FEES AND PAYMENT TERMS. 5.1 Fees for the Services. Subscriber will pay Mark43 fees as stated in Schedule A (the “Fees”) attached hereto in accordance with the payment schedule set forth in Schedule A. All Fees due hereunder will be due and payable by Subscriber within thirty (30) days of the invoice date. All payments of Fees are non-refundable. All amounts stated in this Agreement or on any invoice are in U.S. dollars, and all payments will be made in U.S. dollars. 149
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5 5.2 Overdue Payments. Any payment not received from Subscriber by the due date shall accrue late charges at the rate of 1.5% of the outstanding balance per month, or the maximum rate permitted by Applicable Law, whichever is lower, from the date such payment was due until the date paid. 5.3 Taxes. Subscriber will pay all taxes, including sales, use, excise, and other governmental fees, duties, and charges (and any penalties, interest, and other additions thereto) that are imposed on Subscriber or Mark43 with respect to the transactions and payments under this Agreement (excluding taxes based on Mark43’s income or employment) (“Indirect Taxes”). All Fees are exclusive of Indirect Taxes. If any such taxes are required to be withheld on any payment, Subscriber will pay such additional amounts as are necessary so that the net amount received by Mark43 is equal to the amount then due and payable under this Agreement. 6. RESERVED. 7. CONFIDENTIALITY. 7.1 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, including all Subscriber Data. Notwithstanding any of the foregoing, Confidential Information does not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed (the “Receiving Party”); (ii) is documented as being known to the Receiving Party prior to its disclosure by the other party (the “Disclosing Party”); (iii) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (iv) is obtained by the Receiving Party without restrictions on use or disclosure from a third person who did not receive it, directly or indirectly, from the disclosing party. 7.2 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 7.4 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. 7.3 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). 7.4 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. 7.5 Compelled Disclosure. A disclosure by one party of Confidential Information of the other party to the extent required by Applicable Law will not be considered a breach of this Agreement, provided the party so compelled promptly provides the other party with prior notice of such compelled disclosure (to the extent legally permitted) and provides reasonable assistance, at the other party’s cost, if the other party wishes to contest the disclosure. 7.6 Public Records. (a) For purposes of this Section 7 (Confidentiality), the term “Public Records Request” shall mean any request for the disclosure of records pursuant to a state public records law or “sunshine” law, federal Freedom of Information Act or other comparable law. (b) To the extent Subscriber is subject to a Public Records Request that seeks the disclosure of any information or materials provided by Mark43 to Subscriber prior to or during the Term, Subscriber shall, prior to any disclosure, promptly notify Mark43 of such Public Records Request (to the extent legally permitted to do so) and provide reasonable assistance, at Mark43’s cost, if Mark43 150
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6 wishes to contest the disclosure. Subscriber shall also identify for Mark43 the information or materials it intends to disclose, and provide Mark43 at least ten (10) days to review prior to disclosure, or if such time is not available or permitted under Applicable Law, at least as much time as would be reasonable to allow Mark43 to meaningfully review and seek appropriate relief. For the avoidance of doubt, and without limiting the foregoing, Subscriber hereby acknowledges that Mark43 shall have no implicit or explicit obligation to challenge, oppose or defend against any request described herein. (c) Mark43 may charge Subscriber for all reasonable time spent by Mark43 personnel assisting Subscriber in responding to a Public Records Request seeking the disclosure of any Subscriber Data or other information collected or maintained by Mark43 in connection with the SaaS Services. 7.7 CJIS Standards; Employee Background Checks. (a) Subscriber understands and agrees that Mark43 utilizes third-party vendors (each, a “Hosting Provider”) to host the SaaS Services. As of the Effective Date of this Agreement, Mark43 utilizes Amazon Web Services (AWS) as its Hosting Provider for the SaaS Services. Mark43 agrees that all personnel and subcontractors shall be subject to Mark43’s background and security screening process. (b) Subscriber may request reasonable records from Mark43 from time to time to assess Mark43’s adherence to requirements of the applicable CJIS Security Policy promulgated by the FBI. For the avoidance of doubt, Subscriber may need the consent of Hosting Provider to obtain any records or information from Hosting Provider. (c) Subscriber, or if Subscriber is located in the State of California, Mark43’s CLETS host agency, will have the opportunity to run background checks on Mark43 employees that will have direct access to Subscriber Data in the production environment (such employees, the “Covered Employees”), provided that Mark43 may assume that a Covered Employee has been cleared by Subscriber if Mark43 does not receive an adverse response from Subscriber within thirty (30) days of a submission of a background check request. Covered Employees not meeting Milpitas Police Department standards, and for which Subscriber provides notice of such non-approval to Mark43 during the time periods set forth in this Section, shall not have access to Subscriber Data or other Confidential Information of Subscriber. 8. REPRESENTATIONS AND WARRANTIES. 8.1 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. Subject to annual budget approval and appropriation by the legislative body of Subscriber, Subscriber represents and warrants that it has obtained, and shall have, all necessary approvals, consents, and authorizations necessary for procurement under this Agreement. 8.2 SaaS Services and Software Warranty. Mark43 warrants to Subscriber, for Subscriber’s benefit only, that during the Term the SaaS Services and Software (excluding the Third-Party Components and Integrated Applications) will perform substantially in accordance with the then-current and applicable Documentation. 8.3 Disclaimer. USE OF THE APPLICATIONS IS NOT, AND IS NOT INTENDED TO BE, A SUBSTITUTE FOR THE PROFESSIONAL JUDGMENT OF AUTHORIZED PARTIES, INCLUDING DISPATCHERS, LAW ENFORCEMENT OFFICERS, INVESTIGATORS OR FIRST RESPONDERS. THE APPLICATIONS ARE PROVIDED FOR INFORMATIONAL PURPOSES ONLY AND THE DATA PROVIDED BY MARK43 THEREIN (INCLUDING ANY THIRD-PARTY DATA) SHOULD NOT REPLACE OTHER EMERGENCY INFORMATION AND SHOULD NOT BE EXCLUSIVELY RELIED-UPON IN AN EMERGENCY SCENARIO. SUBSCRIBER SHALL BE RESPONSIBLE FOR ALL ITS OWN ACTIONS OR FAILURE TO ACT IN CONNECTION WITH LAW ENFORCEMENT OPERATIONS, INCLUDING WITH RESPECT TO COMPLIANCE WITH APPLICABLE LAWS, AND MARK43 ASSUMES NO RESPONSIBILITY OR RISK FOR SUBSCRIBER’S USE OR MISUSE OF, OR FAILURE TO USE, THE INFORMATION PROVIDED THROUGH THE APPLICATIONS. CUSTOMER ACKNOWLEDGES THAT THE APPLICATIONS DO NOT PROVIDE LEGAL ADVICE. TO THE MAXIMUM EXTENT PERMITTED BY APPLICABLE LAW, MARK43 MAKES NO OTHER WARRANTIES OF ANY KIND, WHETHER EXPRESS, IMPLIED, STATUTORY OR OTHERWISE, AND SPECIFICALLY DISCLAIMS ALL IMPLIED WARRANTIES, INCLUDING ANY WARRANTIES 151
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7 OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE WITH RESPECT TO THE APPLICATION. MARK43 DOES NOT WARRANT THAT THE SERVICE WILL BE ERROR FREE OR UNINTERRUPTED OR THAT SUBSCRIBER DATA WILL BE SECURE OR NOT LOST OR DAMAGED. THE LIMITED WARRANTIES PROVIDED HEREIN ARE THE SOLE AND EXCLUSIVE WARRANTIES PROVIDED TO SUBSCRIBER IN CONNECTION WITH THE PROVISION OF THE SERVICES. MARK43 SHALL NOT BE LIABLE FOR DELAYS, INTERRUPTIONS, SERVICE FAILURES OR OTHER PROBLEMS INHERENT IN USE OF THE INTERNET AND ELECTRONIC COMMUNICATIONS OR OTHER SYSTEMS OUTSIDE ITS REASONABLE CONTROL, INCLUDING ANY HARM OR DAMAGES CAUSED BY ITS HOSTING PROVIDERS. MARK43 MAKES NO REPRESENTATIONS OR WARRANTIES WHATSOEVER WITH RESPECT TO ANY THIRD-PARTY DATA, THIRD-PARTY COMPONENT, INTEGRATED APPLICATION, OR ON BEHALF OF ANY INTEGRATED APPLICATION PROVIDER. 9. LIMITATION OF LIABILITY. 9.1 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 SIMILAR DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING, PERFORMANCE, OR USE, OR FAILURE OF THE SERVICES, THE THIRD-PARTY COMPONENTS OR THE THIRD-PARTY DATA PROVIDED UNDER THIS AGREEMENT, INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY, ENVIRONMENTAL DAMAGE, LOSS OF PROFITS, REVENUES, ANTICIPATED SAVINGS, CUSTOMERS, OPPORTUNITIES, DAMAGE TO PRIVACY, REPUTATION OR GOODWILL OR UNAVAILABILITY OF THE SERVICES, REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. 9.2 Limitation of Damages. EACH PARTY’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 TWENTY-FOUR (24) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ARISES. NEITHER PARTY SHALL HAVE ANY LIABILITY ARISING OUT OF OR RELATING TO THE THIRD-PARTY COMPONENTS OR THE THIRD-PARTY DATA. THE FOREGOING LIMITATION SHALL NOT BE DEEMED TO PLACE ANY LIMITATION ON SUBSCRIBER’S OBLIGATION TO MAKE PAYMENTS UNDER THIS AGREEMENT. 9.3 Exceptions. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 9.1 AND SECTION 9.2 SHALL NOT APPLY TO DAMAGES ARISING FROM EITHER PARTY’S INDEMNITY OBLIGATIONS UNDER SECTION 10 BELOW OR EITHER PARTY’S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT. 10. INDEMNIFICATION. 10.1 Indemnification by Mark43. Mark43 shall indemnify Subscriber, and its employees, officers, and directors against any third-party claim alleging that Subscriber’s use of the Services in the form provided by Mark43 and when used in accordance with the Documentation and in compliance with this Agreement infringes that third party’s U.S. copyright, U.S. patent issued as of the Effective Date, or U.S. trademark, and shall pay the amount of any adverse final judgment or settlement to which Mark43 consents. Mark43 shall have no obligation or liability under this Section 10.1 (Indemnification by Mark43) to the extent the third-party claim arises from: (a) Subscriber’s or its Affiliates’ failure to incorporate a software or other update or upgrade made available by Mark43 that would have avoided the alleged infringement; (b) modification of the Services, any Application, Software or Hardware by anyone other than Mark43; (c) specifications, instructions, features, functions or designs or other elements provided by or requested by Subscriber or its Affiliates; (d) use of the Services, any Application or Software in combination with any other product, service, process or material not provided by Mark43 (including, without limitation, Integrated Applications, Integrated Application Data and Subscriber Data); or (e) use of the Services, any Application or Software in a manner not contemplated by this Agreement. If the Services are (or Mark43 believes are likely to become) the subject of a claim for which Mark43 would be obligated to defend and indemnify pursuant to this Section, then Mark43 may, at its sole option, obtain for Subscriber the right to continue use of the Services or replace or modify the Services, as applicable, provided there is no material loss of functionality. If neither of the foregoing options is reasonably available to Mark43, in its judgment, then use of the Services may be terminated at the option of Mark43 and Mark43’s sole 152
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8 liability will be to refund any prepaid fees for the Services applicable to periods following the effective date of termination. The remedies provided in this Section 10.1 (Indemnification by Mark43), are Subscriber’s sole and exclusive remedies for any third-party claims of infringement or misappropriation of Intellectual Property Rights by the Services. 10.2 Indemnification by Subscriber. To the extent consistent with Applicable Law, Subscriber shall indemnify Mark43, its Affiliates, and their respective employees, officers, and directors against any third-party claim arising out of or related to (a) Subscriber’s breach of Section 2.5 (Restrictions on Use), Section 2.6 (Security Obligations) or Section 3.2 (Ownership and Reservation of Rights to Mark43 Intellectual Property); (b) Subscriber Data, including any third-party claim alleging that Subscriber Data infringes or misappropriate the rights of a third party or violates any Applicable Law, and shall pay the amount of any adverse final judgment or settlement to which Subscriber consents; (c) Mark43’s disabling a connection to an Integrated Application at Subscriber’s request, and (d) Integrated Applications, except to the extent of Mark43’s failure to abide by specifications, instructions or other elements requested by the Integrated Application provider or Subscriber that would have avoided the claim, and except to the extent that Mark43 installs any malware, tracking software or disabling devices in the relevant Integrated Application. 10.3 Procedures. Each party shall give the other party prompt notice of any claim to which an indemnification obligation under this Section 10 (Indemnification) may apply and shall reasonably cooperate with the indemnifying party, at its expense, in the defense or settlement of any claim. An indemnifying party’s payment obligations under this Section 10 (Indemnification) will be diminished to the extent that it is materially prejudiced by the indemnified party’s non-compliance with the foregoing procedures. 11. MISCELLANEOUS. 11.1 Dispute Resolution. Prior to the initiation of any legal proceeding other than one for equitable relief as described in subsection (d) below, the parties shall first attempt to resolve their dispute informally, as follows: (a) Within five (5) business days following the written request of a party, designated individual(s) from Mark43 and Subscriber shall meet to resolve such dispute. (b) The representatives referred to in paragraph (a) shall meet as often as the parties reasonably deem necessary in order to gather and furnish to the other all information with respect to the matter at issue that the parties believe to be appropriate and germane in connection with its resolution. The representatives shall discuss the problem and negotiate in good faith in an effort to resolve the dispute without the necessity of formal legal proceedings. The specified format for the discussions will be left to the discretion of the designated representatives, but may include the preparation of agreed upon statements of fact or written statements of position. (c) If the representatives referred to in paragraph (a) above are unable to resolve the dispute within thirty (30) business days after the dispute is escalated to them, then either party may escalate the dispute to the Chief Operating Officer of Mark43 and the Chief or Sheriff or comparable Subscriber official, for their review and resolution. (d) The provisions of this Section 9.4 shall not be construed to prevent a party from instituting, and a party is authorized to institute, judicial or other proceedings either to (i) seek injunctive relief or (ii) avoid the expiration of any applicable legal or contractual limitations period. 11.2 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. 11.3 Subcontractors. Except as otherwise set forth in Schedule F, Mark43 may draw on the resources of (and subcontract to) its Affiliates and third-party contractors and subcontractors, within or outside of the United States (each, a “Mark43 Vendor”) for internal, administrative and compliance purposes or in connection with the hosting or provision of the Service and other products and services to be provided by Mark43 pursuant to this Agreement. Subscriber agrees that Mark43 may provide information, data and materials that Mark43 receives in connection with this Agreement (including Subscriber Data) to the Mark43 Vendors for such purposes. Mark43 shall be permitted to subcontract its obligations under this Agreement to the Mark43 Vendors identified on Schedule E as “Subcontractors” or such other subcontractors as approved in advance by Subscriber (each, a “Subcontractor”). Mark43 shall be responsible in accordance with the terms of this Agreement for 153
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9 performance failures by such Subcontractors that cause Mark43 to breach its obligations under this Agreement. 11.4 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. 11.5 Export Compliance. In connection with this Agreement, Mark43 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. 11.6 Compliance with Laws. Each party shall comply with all Applicable Laws relating or pertaining to the use and provision 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 Subscriber Data covered by this Agreement. 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 this 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. 11.7 Supporting Documents. The following documents are, by this reference, expressly incorporated into this Exhibit A and are collectively referred to herein as the “Supporting Documents:” • Schedule A: Services Schedule • Schedule B: Support Services • Schedule C: Transition Assistance • Schedule D: Technical Requirements • Schedule E: Third-Party Component Terms / Subcontractors • Schedule F: Data Processing Addendum This Exhibit A and the Supporting Documents shall be construed to be mutually complementary and supplementary whenever possible. In the event of a conflict that cannot be resolved, the provisions of this Exhibit A itself shall control over any conflicting provisions in any of the Supporting Documents. 154
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10 SCHEDULE A Services Schedule 1. Services. The Services covered by this Agreement consists of the following: a. Professional Services: Professional Services are detailed in the Statement of Work. b. SaaS Services: i. The Applications to be provided are as follows: A. ANALYTICS (ANA) SKUs: ANA 1: ANALYTICS BI SUITE VIEWER Mark43’s Analytics BI Suite Viewer includes the following capabilities: • Interactive dashboards that update visualizations based on filters and legends. • Drill into data points on visualizations for additional details and analysis. • Mark43 RMS clients will be able to link from the interactive dashboards directly to Mark43 RMS reports and cases. • Segment (Pivot) and Filter by any available data explorer field to narrow down queries. • Visualize lat/long coordinates with pin and heat mapping functionality. • Visualize data with tables, column graphs, bar graphs, scatter plots, line graph, area graph, pie chart, single value, funnel, timeline and donut graphics. • Save dashboards for future access. • Share dashboards with other Analytics Viewer and Explorer users at the department. • Export data into a variety of formats (Text, Excel, CSV, JSON, HTML, Markdown and PNG). • Data from RMS/CAD modules is available in near-real-time • Analytics Viewer licenses provide licensees the ability to view and export business intelligence (BI) dashboards that are either (a) provided in Mark43's default BI suite or (b) created and shared by an Analytics Explorer of Subscriber. The number of user licenses for Analytics Viewers will be specified below. ANA 1 SPECIFICATIONS/FEATURES: • View/export business intelligence dashboards provided by Mark43 • View/export business intelligence dashboards created and shared by a Subscriber Analytics Explorer user. ANA 2: ANALYTICS BI SUITE EXPLORER Mark43’s Analytics BI Suite (Explorer) includes the following capabilities: • Interactive dashboards that update visualizations based on filters and legends. • Drill into data points on visualizations for additional details and analysis. • Mark43 RMS clients will be able to link from the interactive dashboards directly to Mark43 RMS reports and cases. • Segment (Pivot) and Filter by any available data explorer field to narrow down queries. • Visualize lat/long coordinates with pin and heat mapping functionality. • Visualize data with tables, column graphs, bar graphs, scatter plots, line graph, area graph, pie chart, single value, funnel, timeline and donut graphics. • Save dashboards for future access. • Share dashboards with other Analytics Viewer and Explorer users at the department. • Export data into a variety of formats (Text, Excel, CSV, JSON, HTML, Markdown and PNG). • Data from RMS/CAD modules is available in near-real-time • Analytics Explorer licenses provide licensees the ability to perform all the actions of a Analytics View user plus the ability to create, modify and delete business intelligence dashboards. Analytics Explorer users can share their business intelligence dashboards with all of the Analytics Viewer and Analytics Explorer users of Subscriber. Analytics Explorer users can explore the data from any Data Explorer based Dashboard. The number of user licenses for Analytics Explorer Users will be specified below. 155
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11 ANA 2 SPECIFICATIONS/FEATURES: • Analytics Explorer users can perform all the actions of an Analytics View user plus the ability to create, modify and delete business intelligence dashboards. • Analytics Explorer users can share their business intelligence dashboards with all of the Analytics Viewer and Analytics Explorer users of Subscriber. • Analytics Explorer users can explore the data from any Data Explorer based Dashboard. Subscriber understands and agrees that third-party service providers may impose additional license, warranty and other terms on Subscriber. Subscriber agrees to enter into additional agreements as reasonably required by such third parties and Mark43, including, without limitation, a different warranty/SLA addressing uptime and maintenance. B. COMPUTER AIDED DISPATCH (CAD) SKUs N/A C. DATA LAKE (DLK) SKUs Mark43 Data Lake is a Microsoft SQL Server (MSSQL) Database that allows the Subscriber to access department data directly via SQL. This database is a near real-time replica of the live Mark43 database. Functionality of this product requires CAD 1: CAD Dispatch or RMS 1: RMS Core. DLK 1: DATA LAKE - BASE Provision and support for Data Lake to be used for data backups and Mark43-developed integrations. DLK 1 PRODUCT SPECIFICATIONS/FEATURES: • Shared Read-Only Data Lake access • 2 SQL user/svc accounts • 2 active connections Subscriber understands and agrees that third-party service providers may impose additional license, warranty and other terms on Subscriber. Subscriber agrees to enter into additional agreements as reasonably required by such third parties and Mark43, including, without limitation, a different warranty/SLA addressing uptime and maintenance. D. RECORDS MANAGEMENT SYSTEM (RMS) SKUs RMS 1: RMS CORE Mark43 Core Platform supports advanced functionality around report writing; data sharing; locations, persons, and entity management; and field-based reporting. RMS Core includes Mark43 Records Compliance functionality, which enables records personnel to efficiently generate compliance-related information required by governing LE authorities. The Records Compliance module seamlessly generates the CIBRS validations for officers, enabling workflows that ensure low error rates for submission, keep track of submissions, and generate the submission file from the data within the RMS). RMS 1 PRODUCT SPECIFICATIONS/FEATURES: • Arrest Reporting • Case Management • Case Supplemental Reporting • Configurable Fields, Codes, and Validation Rules • Field-Based Reporting • Field Interviews / Racial profiling reporting • File Attachments and Multimedia • Gang Tracking • Incident Reporting • Location Verification / Resolution 156
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12 • Master Entities / Name Index (Locations, Persons, Property, Organizations, and Vehicles) • Missing Persons Reporting • Multi-Agency Data Sharing • Notifications and Agency-wide BOLO/Alerts • PDF and CSV Exports • Quick Search / Advanced Search • Records Privacy (Sealing, Purging, and Expunging) • Shapefile Management • System Auditing • Use of Force Reporting • Tow / Impound Vehicle Reporting • User Management • Compliance code mapping for automated data capture • View and create queue of reports needing records review • Data validation during report submission to ensure compliant reporting • Configurable fields and validation rules • Ability for administrators to override automated SRS or NIBRS coding • Automatically generate monthly SRS and NIBRS submissions • Task & Request Tracking • Records without a REN • Behavior Crisis Report • Flexible Report Configurations for custom report types (e.g. Permits, Registrations, False Alarm Reports, etc.) • NIBRS workspace features: o View history of previous NIBRS submissions and re-download previous submissions o Submission summary statistics to understand number of reports, number or reports with errors, and current error rates o Interactive dashboard allowing users to directly access reports that contain submission errors and require updates o Customized error message for improved usability and step-by-step instructions for resolving errors RMS 2: RMS CASE MANAGEMENT MODULE The Mark43 Case Management module enables detectives to seamlessly use the RMS to manage their cases. Incidents that require further investigation or follow-up may be referred to an investigator before they are closed or submitted to the prosecutor for a charging decision. Depending on the department’s size and policies, the assignment may be made to a patrol officer, generally the officer who responded to the original incident, or the department’s investigative unit. Functionality of this module requires RMS 1: RMS Core. RMS 2 PRODUCT SPECIFICATIONS/FEATURES: • View and create case assignment and routing queues • Assign lead investigator, supervisors, and assigned unit • Configurable case due dates and reminders • Create and assign tasks and set due dates • Create case notes for internal activity tracking • View and download case associated files and multimedia • Export case information to PDF • Search and sort cases by a number of criteria, including date, assignee, investigative unit, status, and more • Configurable case type templates • Configurable role-based Case Management permissions and abilities • Robust audit logs and activity tracking • View case history from initial assignment through final disposition • Separate statuses for compliance reporting (UCR/NIBRS) and internal case status tracking • Seamless integration between Case Management and RMS reporting and master entity profiles modules 157
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13 • Availability of Case Management data in Analytics BI Suite for robust reporting capabilities • Case review and approval workflows • Automated triggered notifications and alerts • Link related cases to one another RMS 3: RMS PROPERTY AND EVIDENCE MANAGEMENT MODULE Mark43 Property and Evidence Management Module and accompanying mobile application that supports the intake, management, auditing, and dispositioning of in-custody property and evidence. Includes: barcode and label generation; tracking chain-of-custody; configuration of storage locations; configuration of chain-of-custody workflows; configuration of retention policies; ability to integrate with signature pads. Functionality of this module requires RMS 1: RMS Core. RMS 3 PRODUCT SPECIFICATIONS/FEATURES: • Seamless integration and data transfer between Property and Evidence Management Module with RMS reporting and master entity profiles • Robust property and vehicle data collection including NIBRS and UCR mapped fields • Cross-reference existing property and vehicles during data collection • Item thermal label printing and barcode scanning for property and storage locations • Chain-of-custody tracking and workflows • Bulk evidence movement and processing • Mobile evidence application for barcoding scanning, chain-of-custody updates, inventory/auditing, and more (Android and iOS supported) • Signature pad hardware integration, as well as electronic signature capture through mobile evidence application • Audit and inventory tools and reporting across storage locations and responsible personnel • Configurable retention policies based on linked offense codes and reason for police custody of property • Automated disposition requests upon retention policy expiration and release timers • Automated triggered notifications and alerts • Configurable notification routing for disposition requests and approvals • Split items while maintaining integrity of chain-of-custody • Property staff remarks • Search and sort evidence across a variety of criteria • Configurable storage location schema with up to ten layers of sub-locations • Configurable role-based evidence permissions and abilities • Support for unlimited property file and multimedia attachments • Configurable evidence label export format • CSV and PDF template exports available including receipts and pull-sheets RMS 4: RMS WARRANTS MODULE RMS module that enables warrant administrators to actively log and track warrants within the Mark43 RMS. For an additional fee, the customer can select to include an integration with a message switch provider (see SKU PAR 4: Message Switch Integration). Functionality of this module requires RMS 1: RMS Core. RMS 4 PRODUCT SPECIFICATIONS/FEATURES: • Track warrants within your jurisdiction • Track internal records workflows • Track and update warrant service activities • Automated warrant status updates • File and multimedia attachments • Search and sort warrants across a variety of criteria • Active warrant alerts on person profiles • Configurable role-based warrant permissions and abilities • Exporting abstracts, notices (letters), and warrant activities 158
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14 • Entry and cancellation of warrants in external databases (State-run databases or NCIC) with purchase of DEX 2: RMS Data Exchange and PAR 3: Message Switch Integration) • Seamless integration between Arrest/Booking modules, and the Warrants module • Integrated and cross-referenced master entity profiles (Persons, Property, Organizations, and Vehicles) • Automated warrant creation via integration, and capability to hand-enter warrant data • Availability of Warrant data in Analytics BI Suite for robust reporting capabilities RMS 5: RMS HANDHELD MOBILE COLLECTION RMS module that enables warrant administrators to actively log and track warrants within the Mark43 RMS. Functionality of this module requires RMS 1: RMS Core. RMS 5 PRODUCT SPECIFICATIONS/FEATURES: • Touch ID and Face ID login • Capture and view photos • Create notes using speech-to-text • Scan driver’s licenses (select State support) • Set current location on map using phone GPS • Search and view integrated master entity profiles (Persons, Property, Organizations, and Vehicles) • Search and view RMS reports • Archive capability • Seamless sync of data between mobile and web RMS applications • Create and pre-fill RMS report using mobile collection data RMS 7: RMS FILLABLE PDFs The Mark43 Fillable PDFs feature enables an agency to create a custom, fillable PDF template that populates information mapped from supported fields in a standard Mark43 RMS report type. Requires department license to Adobe Pro. RMS 7 PRODUCT SPECIFICATIONS/FEATURES: • Export custom, fillable PDF template based on non-Mark43 templates • Populate the fillable PDF template with the information entered in the linked Mark43 report type • Configure which supported fields populate the fillable PDF using Adobe Pro • Support export templates that are not natively supported in the Mark43 RMS RMS 8: QUICKCRASH REPORTING Mark43’s QuickCrash Reporting module allows for seamless and mobile data collection, documentation and reporting on vehicle collisions. RMS 8 PRODUCT SPECIFICATIONS/FEATURES: • MMUCC (Model Minimum Uniform Crash Criteria) Compliant Data Capture • License Scanning • Drag and Drop Diagram Builder • Crash Data Sharing and Syncing between Devices • License Plate Lookup • Satellite Map with GPS Coordinates • Narrative/Templates • Narrative Dictation • Media/Photos Section • In-App Messaging • PDF Rendering (email, send, print) • In-App Feedback 2. Fees: For the Initial Term, the following Fees will apply:
159
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15 Recurring Fees: Mark43 SaaS Services Recurring Fees Qty (if applicable) List Price Price to Subscriber ANA 1: Analytics BI Suite Viewer Not to exceed 10 licenses $1,200.00 $1,200.00 ANA 2: Analytics BI Suite Explorer Not to exceed 2 licenses $960.00 $960.00 DLK 1: Data Lake Base 1 $10,000.00 $10,000.00 RMS 1: RMS Core Not to exceed 93 sworn $111,600.00 $89,280.00 RMS 2: RMS Case Management Not to exceed 93 sworn $44,640.00 $35,712.00 RMS 3: RMS Property and Evidence Management Not to exceed 93 sworn $44,640.00 $0.00 RMS 4: RMS Warrants Not to exceed 93 sworn $44,640.00 $15,624.00 RMS 5: Mobile Field Collection Not to exceed 93 sworn $44,640.00 $0.00 RMS 7: RMS Fillable PDFs Included $7,000.00 $4,900.00 RMS 8: QuickCrash Reporting Not to exceed 93 sworn $11,160.00 $0.00 Subtotal - Mark43 SaaS Services $320,480.00 $157,676.00 Mark43 Professional Services Recurring Fees Qty (if applicable) List Price Price to Subscriber Support & Maintenance - Interfaces 1 $2,000.00 $0 Subtotal - Mark43 Professional Services $2,000.00 $0 Partner Products and Services Recurring Fees Qty (if applicable) List Price Price to Subscriber PAR 2: Third-Party Terminal (via CLIPS) Not to exceed 10 device licenses $4,800.00 $4,800.00 Subtotal - Partner Products and Services $4,800.00 $4,800.00 Total Recurring Fees $327,280.00 $162,476.00* *For the avoidance of doubt, this is the recurring fee that will serve as the baseline for the recurring fees to be charged during any Renewal Term. Additional increases may be applied at any time during the Initial Term if required quantities increase. One-Time Fees: Mark43 Implementation Tenant – One-Time Fees Qty (if applicable) List Price Price to Subscriber Implementation Tenant (provisioning environments for configuration, testing, & training during Implementation Period) 1 $309,320.00 $157,676.00 Subtotal – Implementation Tenant $309,320.00 $157,676.00 160
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16 Mark43 Professional Services – One-Time Fees Qty (if applicable) List Price Price to Subscriber IMP 2: Implementation n/a $90,000.00 $63,000.00 Interface Development: CLETS/NCIC (see Partner Products and Services fees) n/a See Partner Fees See Partner Fees Interface Development: Coplink n/a $0 $0 Interface Development: TriTech CAD n/a $15,000.00 $10,500.00 Interface Development: SWITRS/Crossroads n/a $0 $0 Interface Development: Coplogic n/a $0 $0 Subtotal - Professional Services $105,000.00 $73,500.00 Partner Products and Services – One-Time Fees Qty (if applicable) List Price Price to Subscriber Implementation Services for PAR 2: Third-Party Terminal (via CLIPS) 3 days training, 2 days install/cutover $6,400.00 $6,400.00 Subtotal - Partner Products and Services $6,400.00 $6,400.00 Total One-Time Fees $420,720.00 $237,576.00 Contractor will notify Subscriber of any changes to the fees for any Renewal Term at least forty-five (45) days prior to the start of the Renewal Term. Any increase to the fees for any Renewal Term may not exceed the lower of three percent (3%) or the local CPI (Series ID: CUURS49BSA), year over year. 3. Payment Schedule. a. Initial Term: Subscriber will pay the Fees detailed in Section 2 above according to the following schedule during the Initial Term. Year Details of Payments and Due Dates Amount Due 1 Year 1 Payment, due according to the following schedule: $237,576.00 - Upon Approval of Project Plan $23,757.60 Upon Completion of Hardware & Software Installation $35,636.40 - Upon Completion of Functional Testing $35,636.40 - Upon Completion of Training $35,636.40 - Upon Completion of Go-Live $47,515.20 - Upon Final System Acceptance $35,636.40 - Upon 3 months Successful NIBRS/CIBRS Submission (Submission error rate <3%) $23,757.60 161
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17 2 Year 2 Payment, due on the first anniversary of the Effective Date. $162,476.00 3 Year 3 Payment, due on the second anniversary of the Effective Date. $162,476.00 4 Year 4 Payment, due on the third anniversary of the Effective Date. $162,476.00 5 Year 5 Payment, due on the fourth anniversary of the Effective Date. $162,476.00 6 Year 6 Payment, due on the fifth anniversary of the Effective Date. $162,476.00 6 YEAR TOTAL $1,049,956.00 b. Renewal Term: Fees for any Renewal Term will be paid in full in advance on the first day of the Renewal Term. 162
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18 SCHEDULE B Support Services 1. Support Services. a. Error Reporting When reporting a failure of the Services to perform substantially in conformance with the Agreement (an “Error”), Subscriber shall use the phone number, email address, or Mark43 Support Portal URL identified in the Agreement (or otherwise provided to Subscriber by Mark43 from time to time, including by email) during the hours of support set forth herein. Subscriber personnel submitting support requests must be reasonably trained in the use and functionality of the Services and familiar with the Agreement and, before submitting a support request to Mark43 hereunder, must use reasonable efforts to ensure a perceived Error is not due to a problem with Subscriber’s (or its other third-party providers’) equipment, systems, software or connectivity or due to improper, non-conforming or unauthorized use of the Services by or on behalf of Subscriber. Subscriber will include with each support request, further detailed in Section D below: (i) Subscriber’s initial assessment of the Response Priority (including identification of the Error and the approximate percentage of Authorized Users impacted); (ii) sufficient information to enable Mark43 to identify and replicate the Error; and (iii) contact information for Subscriber personnel familiar with the Error who will be available to Mark43 to assist with resolution of the Error on an ongoing basis until the Error is resolved. b. Response Priority Determination Mark43 will validate Subscriber's Response Priority designation, or notify Subscriber of its Response Priority designation if it is different than Subscriber’s. If requested, Mark43 will provide Subscriber with the basis of its determination. In the event of a conflict regarding the appropriate Response Priority designation, each party shall promptly escalate such conflict for resolution by the parties’ management, during which time the parties shall continue to handle the support issue in accordance with the Mark43 Response Priority designation. In the rare case that a conflict requires a management discussion, both parties shall be available within one hour of the escalation. c. First Response, Resolution, and Updates Upon notification by Subscriber of an Error in accordance with this Exhibit and subject to Mark43’s identification and replication of the Error, Mark43 will respond to each case in accordance with the First Response Times and Communication Commitments described in the charts below. First Response Time is the period from the time the Error was logged with the Mark43 Support Team until Mark43 responds to Subscriber (and escalates within Mark43, if appropriate). A first response is defined as a non-automatic means where an agent will reach out to gather additional details and may not include a solution or workaround. Because of the widely varying nature of issues, it is not possible to provide specific resolution commitments. Actual resolution time will depend on the nature of the case and the resolution itself. Resolution methods are defined below. A resolution may consist of a fix, workaround, delivery of information, or other commercially reasonable solutions to the issue. d. Subscriber’s Obligations Mark43’s provision of the support services described in this Exhibit is subject to Subscriber cooperating fully and on a timely basis with reasonable requests of Mark43 for accurate information and access to Subscriber personnel with sufficient availability and knowledge to enable Mark43 to provide the support services, including accurate information and assistance reasonably required to detect, replicate, and correct Errors. In the event Mark43’s response, resolution, or update times are negatively impacted by delayed responses by Subscriber personnel or Subscriber’s failure to otherwise comply with its obligations under this Exhibit, timeframes will be extended. First Response Commitment Red Orange Yellow 163
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19 1 hour 24/7 2 hours 8am - 8pm EST, 7 days 8 hours 8am - 8pm EST M-F Communication Commitment Red Orange Yellow Status page updates A status update will be posted as soon as Mark43 is notified and updated every 30 minutes thereafter until resolved. n/a n/a
Email/phone updates After initial Mark43 response, within 1 hour of any additional client questions about the same issue until resolved.

After initial Mark43 response, within 1 business day of any additional client questions until issue is resolved. Client will receive notification via email once the issue fix has been scheduled and again when the issue has been fixed.

After initial Mark43 response, within 2 business days of any additional client questions until issue is resolved. Client will receive notification via email once the issue has been fixed.

Priority Definitions • Red - An Error due to Mark43’s systems that results in the inoperability or substantial impairment of a core function for the majority of Subscriber’s Authorized Users, provided there is no feasible workaround. Examples include: Authorized Users cannot access the Application; CAD units cannot be dispatched; reports cannot be created. • Orange - An Error due to Mark43’s systems that results in the inoperability or substantial impairment of a critical workflow for the majority of Subscriber’s Authorized Users, provided there is no feasible workaround. Examples include: significant lagging/slowness; inability to process persons in custody; inability to export reports or cases for same or next day court deadlines; inability to submit reports. • Yellow - An Error due to Mark43’s systems for which a reasonable workaround is available. • None - There are a number of low-impact issues, how-to questions, and feature requests that do not fall into one of the categories above and are not subject to the outlined First Response or Communication Commitments. Issue Escalation & Resolution Methods: Customer-reported issues are escalated within Mark43 by a well-defined internal process. Mark43 works to resolve issues based on the issue severity/impact, by employing one or more of the following methods: • Providing client with a reasonable workaround • Adjusting system/hosting configurations or setup • Direct database modifications • Releasing a fix out-of-cycle (patching) • Releasing a fix as part of the regular release cycle • Other commercially reasonable solution Subscriber will be notified of status changes either through Mark43’s status page and/or via email updates in a support ticket. 2. Service Level Agreement. Mark43 shall provide the Applications in accordance with the following service levels (“SLA”). For purposes of this section, “Regular Usage Period” for any Application commences upon the occurrence of Go Live for that Application. a. Monthly Uptime Commitment. 164
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20 Following Cutover to the applicable In-Scope Mark43 Application, Mark43 will use commercially reasonable efforts to make the In-Scope Mark43 Application available with the Monthly Uptime Percentage corresponding to that Application (the “Uptime Commitment”), as follows: RMS Application 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 7I 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. For each In-Scope Mark43 Application, the “Monthly Uptime Percentage” is calculated as set forth below by subtracting from 100 percent the percentage of minutes during the month in which the In-Scope Mark43 Application experienced Downtime. Monthly Uptime Percentage = (100) – ((minutes of Downtime * 100) / (total minutes in month)) b. Service Credit Calculation. RMS Service Credits. In the event that Mark43 fails to make the RMS available at least 99.9% of the time in any given month during the Regular Usage Period due to RMS Unavailability (as defined below), Mark43 will credit the Subscriber’s account for the unavailable RMS as follows: RMS Availability (Monthly) Credit Percentage Above 99.9% 0% 99.8 – 99.0% 10% 98.9 – 98.0% 20% Below 97.9% 30% “RMS Unavailability” is defined as the percentage of minutes per month in which the RMS is completely and generally unavailable for Subscriber’s use (but not the use of any one Authorized User), provided that RMS Unavailability does not include any unavailability attributable to: (a) RMS Scheduled Downtime for maintenance (whether by Mark43, by a vendor, or by Subscriber); (b) acts or omissions of Subscriber or any Subscriber user of the RMS; (c) server downtime related to connectivity issues resulting from Third Party-managed VPN access to hosted server or Subscriber internal network problems; (d) defects or bugs in the Applications or Software caused by Subscriber, any Authorized User, or any Affiliate, employee, agent or independent contractor of Subscriber; or (e) any other cause(s) beyond Mark43’s reasonable control, including but not limited to those caused by Third Party Data services (e.g. Department of Motor Vehicles license plate database), Third Party Components, overall internet congestion or a force majeure. Subscriber will be responsible for immediately notifying Mark43 of all Third Party-managed VPN access and internal or external (e.g. internet service provider) network problems that arise. “Credit Percentage” means the applicable percentage of the portion of the Fees attributable to Services in the calendar month in which the RMS Unavailability occurs. For example, if Subscriber has paid Mark43 $1,000 for one year of a Regular Usage Period, and the RMS Availability falls to 99.5% during any calendar month in that year, then Mark43 will owe Subscriber a ten percent (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 2(b). 165
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21 c. Requesting Service Credits. In order to receive a Service Credit, Subscriber must notify Mark43 in writing at 250 Hudson Street, 3rd Floor, New York, NY 10013, Attn: Accounting, with a copy to [email protected], or such other address provided by Mark43 from time to time, within fifteen (15) days following the end of the month in which the Downtime occurred. Claims must include the words “SLA Credit Request” in the subject line; the dates and times of each Downtime incident that Subscriber is claiming occurred; and any documentation to corroborate Subscriber’s claim of Downtime, ensuring removal or redaction of any confidential or sensitive information in these logs. All claims are subject to review and verification by Mark43 prior to any Service Credits being granted. Mark43 will acknowledge requests for Service Credits within fifteen (15) business days of receipt and will inform Subscriber whether such claim request is approved or denied. If Mark43 confirms that the Uptime Commitment has not been met in the applicable calendar month, Subscriber will be issued a Service Credit within one billing cycle following the month in which Subscriber’s request is confirmed by Mark43. Subscriber’s failure to provide the request and other information as required above will disqualify Subscriber from receiving a Service Credit. Service Credits will not entitle Subscriber to any refund or other payment from Mark43 and are non-transferable. The parties acknowledge and agree that Service Credits are intended as genuine pre-estimates of loss that may be suffered as a result of any failure to achieve Uptime Commitments and will not be deemed to be penalties. To the extent legally permitted, the issuance of a Service Credit by Mark43 hereunder is Subscriber’s sole and exclusive remedy for any failure by Mark43 to satisfy the Uptime Commitment. d. Additional Definitions. “Downtime” with respect to any single In-Scope Application means time in which the Application is not accessible or available to Subscriber for reasons other than those resulting directly or indirectly from an SLA Exclusion. For the avoidance of doubt, slow performance does not constitute lack of accessibility or availability and shall not count as Downtime, unless there is a total loss of ability for the substantial majority of Authorized Users to perform any one of the In-Scope Application Features so as to constitute a total loss of service of that Application, in each case in Mark43’s reasonable discretion. The concurrent loss of service of two or more In-Scope Application Features within the same Application will count as a single Downtime event. At the end of each month, Mark43 adds “Downtime” periods together to calculate the overall monthly “Downtime.” “In-Scope Mark43 Application” means the web-accessible Applications identified in subsection (a) above, provided that Subscriber has purchased a subscription for the Applications and signed a valid Agreement with Mark43. Under no circumstance shall any reference to an Application that Subscriber has not purchased a subscription and signed an Agreement for be construed to entitle Subscriber to use such Application. For the avoidance of doubt, In-Scope Mark43 Applications do not include mobile versions or Applications that are in beta testing. “In-Scope Application Features” means: • For RMS Application: (i) the ability to login to the Mark43 RMS; (ii) the ability to view and edit reports and names, property, and vehicles; (iii) the ability to view and edit cases; and (iv) the ability to search for entities within the RMS. “Monthly Uptime Percentage” has the meaning set forth in Section 1 of this SLA. “Scheduled Maintenance” means scheduled work related to the Mark43 Application or the hosting environment, which may cause inaccessibility or unavailability of the Mark43 Application. Except as set forth below, Mark43 shall provide at least seven (7) days’ advance notice of Scheduled Maintenance whenever practicable, and in no circumstances less than three (3) days’ advance notice. In the event that Mark43 determines it is appropriate to perform emergency work related to the Mark43 Application or emergency work is performed related to the hosting environment, such work will be deemed Scheduled Maintenance, provided Mark43 uses reasonable efforts under the circumstances to provide Subscriber with notice at least twenty-four (24) hours prior to such emergency work. Notice of Scheduled Maintenance may be provided by email and, in the case of emergency work, may also be provided by telephone. e. SLA Exclusions. The Uptime Commitment does not apply to any inaccessibility or unavailability of an Application (the “SLA Exclusions”): • That is not an In-Scope Mark43 Application; • That occurs prior to Cutover; • That results from Scheduled Maintenance; 166
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22 • That results from a suspension or remedial action, as described in the Agreement; • Caused by factors outside of Mark43’s reasonable control, including any force majeure event, Internet access, or problems beyond the demarcation point of the Mark43 cloud environment; • That results from actions or inactions of Subscriber or any third party; • That is attributable to Subscriber’s own computer equipment or devices, or failure of any software, hardware or service not supplied by Mark43 pursuant to the Agreement, including, without limitation, issues related to network connectivity, internet connectivity or network performance issues at any Subscriber locations, server downtime related to connectivity issues resulting from third-party-managed VPN access to a hosted server or Subscriber’s internal network problems, or Software (including interfaces) that is not supplied or maintained by Mark43; • That results from any Integrated Application, Third-Party Data, or any Subscriber-provided application or program; or • That results from the failure by Subscriber, its Affiliates, or any Authorized User to incorporate a Software or Service update or upgrade made available by Mark43. 167
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23 SCHEDULE C Transition Assistance 1. Preparation. a. Subscriber will provide the desired cutoff date of the SaaS Services (the “Cutoff Date”) to Mark43, at which time all existing user accounts will be terminated. b. For one (1) year following the Cutoff Date, Mark43 will provide one (1) transition account for Subscriber to access the Applications and retrieve all Subscriber Data as further detailed below 2. Content. a. Upon Subscriber’s request, Mark43 will deliver and make available Subscriber Data to Subscriber within four (4) weeks of the Cutoff Date. Subscriber Data will be delivered as follows: • Searchable PDFs: 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 system by the Subscriber or its new vendor. • Database Export: Subscriber Data will be provided to Subscriber as an export of Mark43’s Microsoft SQL Server Data Lake database. To use the data, Subscriber will need to have access to its own Microsoft SQL Server database. • Document/File Export: Documents/file attachments stored within the Mark43 system will be provided to the Subscriber in a zipped folder. Within the folder the Subscriber will find all files with a unique ID appended to the filename. A csv file will be provided to relate the unique file ID with the attached entity type and Mark43 ID. b. If files are too large for practical internet transmission, an encrypted hard drive will be provided. 3. Support. a. Mark43 will maintain Subscriber Data in the Mark43 Applications for up to one (1) year following the Cutoff Date. b. Mark43 will resolve any issues it deems to be the result of errors in the Mark43 platform or export process for a period of six (6) months after the Cutoff Date. c. No less than two (2) years after the Cutoff Date, Mark43 will delete Subscriber Data from all Mark43 online systems (e.g. primary database, replica databases, search databases, application caches, etc.) other than database backups, audit logs and server system logs. d. Within six (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. 4. Additional Services. a. Ongoing Web Access: Subscriber may elect to purchase a read-only tenant of the Mark43 system. This service enables Subscriber to utilize a single user log-in to view and access data entered into the Mark43 system up to the date of termination or expiration of this Agreement. Under this service, Subscriber will not have permission to change, modify or update any Subscriber Data. b. Additional Professional Services: If the Subscriber requires additional Professional Services, these will be billed according to the current market rate for such Services. 5. Fees. In the event that any Fees have not been paid as required under this Agreement, Mark43 may decline to provide the support outlined in this Schedule C until such Fees are paid in full. 168
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24 SCHEDULE D Technical Requirements This Schedule lists the minimum technical requirements required for Mark43's RMS, CAD, Evidence Management and Data Exchange applications. This also describes the requirements for Mark43 interface servers. Integrated Application Providers and subcontractors may have additional requirements that are not listed here. 1. MARK43 RMS 1.1 RMS Workstation Requirements Item Minimum Recommended Operating System Windows 7+, Mac OS X 10.X Windows 10, Mac OS 10.X Processor 1x dual-core processor 1x quad-core processor or greater Architecture x64 / x86 x64 Memory 4 GB 6 GB+ Network Card 1x 2 Mbps+ NIC 1x 10 Mbps+ NIC Display(s) 1x 1024x768 1x 1920x1080 Hard Drive 1 GB available space 5 GB available space Graphics Card N/A N/A Bandwidth 2 Mbps 5 Mbps+ 1.2 RMS Workstation Site Internet Requirements Mark43 RMS operates as a single-page application where most of the heavy download load is needed only on initial page load for each user. For RMS, Mark43 recommends an overall internet bandwidth connection of 1+ Mbps per concurrent user using that connection. Actual performance and usage may vary depending on user usage of other internet-connected applications and your ISP. 1.3 RMS Mobile Data Terminal Requirements Item Minimum Recommended Operating System Windows 7+, Mac OS X 10.X Windows 10, Mac OS 10.X Processor 1x dual-core processor 1x dual-core processor or greater Architecture x64 / x86 x64 Memory 2 GB 4 GB+ Network Card 2 Mbps (4G LTE) 5 Mbps+ (4G LTE) Display(s) 1x 1024x768 1x 1024x768+ Hard Drive 1 GB available space 5 GB available space Graphics Card N/A N/A Bandwidth 2 Mbps (4G LTE) 5 Mbps+ (4G LTE) 1.4 RMS Browser Requirements Mark43 RMS is web-based and requires a modern web browser to access the system. Mark43 RMS supports the following browser versions that receive technical support and security updates from the browser vendor. ● Google Chrome (latest) ● Microsoft Edge (latest) ● Mozilla Firefox (latest) 169
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25 1.5 RMS Smartphone Mobile Application Requirements The Mark43 RMS Smartphone Mobile Application is available on iOS. Item (iOS) Supported Recommended Operating System Apple iOS 10, 11, 12 Apple iOS 12 Device iPhone 6, 6 Plus, 6S, 6S Plus iPhone SE iPhone 7, 7 Plus iPhone 8, 8 Plus iPhone X, XS, XS Max, XR iPad Air 2, 3rd gen iPad Mini 3, 4, 5th gen iPad Pro 1st gen, 2nd gen, 3rd gen iPad 5th gen, 6th gen iPhone XS iPad gen 6

1.6 Evidence Smartphone Mobile Application Requirements The Mark43 Evidence Smartphone Mobile Application is available on iOS and Android. Item (iOS) Supported Recommended Operating System Apple iOS 10, 11, 12 Apple iOS 12 Device iPhone 6, 6 Plus, 6S, 6S Plus iPhone SE iPhone 7, 7 Plus iPhone 8, 8 Plus iPhone X, XS, XS Max, XR iPad Air 2, 3rd gen iPad Mini 3, 4, 5th gen iPad Pro 1st gen, 2nd gen, 3rd gen iPad 5th gen, 6th gen iPhone XS iPad gen 6
Item (Android) Supported Recommended Operating System Android 5+ Android 9 Device Samsung Galaxy S7+ Samsung Galaxy S10 1.7 Evidence Barcode Printer Requirements The Mark43 RMS Property and Evidence module requires a barcode printer to optimize the evidence management process. Mark43 integrates seamlessly with Zebra barcode printing hardware and requires the following printer: - ZD420 model number ZD42043-C01E00EZ - 2000T label - 5095 Premium Resin ribbon (05095CT11007) o Ribbon roll-only (05095GS11007) Deviating from this hardware configuration will lead to smeared, stretched or otherwise incorrectly printed barcode labels. For departments with multiple printers, Mark43 recommends purchasing the same model for all locations. 1.8 Evidence Printer Server Requirements In order for Mark43 RMS to communicate with the barcode printers, an intermediate server to route printing requests is required. This machine can be the same machine as the Interface Servers specified below or standalone in which case it will need the following specifications: Item Minimum Recommended 170
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26 1.9 RMS Fillable PDF Software Requirements In order for the Subscriber to utilize Mark43 RMS 7 (RMS Fillable PDFs), the Subscriber must have at least one (1) Adobe Professional license. 2. MARK43 CAD 2.1 CAD Call Taker / Dispatcher Workstations Mark43 recommends solely using the Mark43 CAD installed desktop application for CAD call takers and dispatchers. The installed application allows for multi-window functionality and a more seamless user experience for power-users of the CAD application. Item Minimum Recommended Operating System Windows 8+ Windows 10 Processor 1x dual-core processor 2x quad-core processor or greater Architecture x64 x64 Memory 8 GB 16 GB+ Network Card 1x 5 Mbps+ NIC 1x 10 Mbps+ NIC Display(s) 1x 1024x768 monitor 2x+ 1920x1080 monitors Hard Drive 10 GB available space 20 GB available space Graphics Card Dedicated video card with 128MB+ memory 2x 512MB NVIDIA Quadro NVS 310, 4 MON Bandwidth 2 Mbps per concurrent dispatcher 5 Mbps+ per concurrent dispatcher 2.2 CAD Call Taker / Dispatcher Workstation Site Internet Requirements For CAD, Mark43 recommends an overall internet bandwidth connection of 2+ Mbps per concurrent user using that connection and a backup ISP connection with automatic failover. Actual performance and usage may vary depending on user usage of other internet-connected applications and your ISP. 2.3 CAD First Responder Mobile Data Terminal Requirements Item Minimum Recommended Operating System Windows 8+ Windows 10 Processor 1x dual-core processor 1x dual-core processor or greater Architecture x64 x64 Memory 2 GB 4 GB+ Network Card 2 Mbps (4G LTE) 5 Mbps+ (4G LTE) Display(s) 1x 1024x768 1x 1024x768+ Hard Drive 10 GB available space 20 GB available space Graphics Card 128MB of video memory 256MB+ video memory Bandwidth 2 Mbps+ (4G LTE) 5 Mbps+ (4G LTE) Mark43 CAD also requires installing a Windows Service on First Responder MDTs to query message switches, track GPS, monitor performance, and more. This Windows Service requires: ● Powershell installed with Windows 8+ Processor 2x 2.0+ GHz processors 2x 2.0+ GHz processors Memory 2 GB 4 GB+ Hard Drive 32 GB HDD storage 64 GB HDD storage 171
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27 ● .NET Core v2.1+ ● .NET Framework v4.5+ ● A service account with “Log in as service” and administrative permissions ● Completion of all recommended Windows Updates from Microsoft 2.4 CAD Browser Requirements Mark43 CAD is also web-based and requires a modern web browser to access the system. Mark43 CAD is only supported on the latest version of Google Chrome. 2.5 GPS Tracking Mark43 CAD First Responder MDTs support tracking GPS from the following hardware: ● Getac machines with internal GPS (BAUD rate of 96k) ● BU-353S4 receivers that plug in ● Cradlepoint routers GPS Tracking also requires: ● GPS Receiver using NMEA standard (e.g. $GPxxx messages) ● Dedicated COM port on machines that use external USB GPS devices ● External Antenna strongly recommended ● DIS (a windows service that can capture GPS data in the following formats: a) Sent over a COM port in the NMEA 1 format or b) via UDP in the NMEA 1 format 3. MARK43 ANALYTICS 3.1 Data Lake Requirements Mark43 Data Lake is a Microsoft SQL Server Database and requires a database client that receives technical support and security updates from the vendor. Mark43 recommends using Microsoft SQL Server Management Studio. 3.2 Business Intelligence Suite Requirements Mark43 Business Intelligence Suite runs embedded within Mark43 RMS and therefore has the same browser requirements as Mark43 RMS. 4. MARK43 DATA EXCHANGE The Mark43 Data exchange functionality is enabled through either the RMS or CAD applications. Additional interface servers may be required to support Mark43 Data Exchange data flows, depending on the department’s size and complexity. 5. MARK43 INTERFACE SERVERS 5.1 Server Requirements Interface servers are on-premise servers that Mark43 uses to run interfaces developed by Mark43. These servers allow Mark43 interfaces to access on-premise Subscriber systems and/or run custom interfaces developed by Mark43. Mark43 supports these servers from the VM up and ensures that interfaces running on these servers are maintained and monitored. The table below outlines Mark43’s minimum required and recommended server specifications for an interface server setup. 172
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28 Item Minimum Recommended Number of servers 1 2+ Operating System Ubuntu 20.04 LTS, CentOS 8, or Red Hat Enterprise Linux 8 Ubuntu 20.04 LTS Processor 1x quad-core processor 2x quad-core processor Architecture x64 x64 Memory 8 GB 16 GB+ Network Card 1x 100 Mbps NIC 2x 1 Gbps+ NICs Display(s) N/A N/A Disk 128 GB available space 128 GB available space Graphics Card N/A N/A Bandwidth 10 Mbps 100+ Mbps 5.2 Support Subscriber provisions these servers and maintains them from hardware/VM up to and including the operating system. Mark43 will maintain the application software installed on this server, which consists of: ● Docker, which runs all the application software in an easily manageable way ● Kubernetes, a container orchestration technology, which allows Mark43 to deploy, update, and monitor the Docker containers running the application software Subscriber may choose to install other software (e.g. monitoring software) on this server as long as it does not interfere with the operation of the Mark43 provided applications. 5.3 Releases The Docker containers running on the interface servers are updated as part of the normal Mark43 release cycle. This is to apply updates to interface applicate code and ensure compatibility with any API changes made to the internal Mark43 API. 5.4 Maintenance If Subscriber needs to apply patches to the interface server this can be done safely by rotating servers in and out. Subscriber does not need to notify Mark43 when this happens, unless the interface servers are expected to be down for more than 15 minutes, or if Subscriber has only one interface server. 5.5 Networking/Firewall Setup Inbound: SSH / Port 22 Originating from within the Subscriber’s VPN For Mark43 SSH access HTTPS / Port 443 Originating from within the Subscriber’s VPN For Kubernetes API server communication and evidence labeling printing software (if applicable for Subscriber) TCP Port 6443 Originating from within the Subscriber’s VPN For Kubernetes API server communication TCP Port 10250 Originating from within the Subscriber’s VPN For Kubernetes node metrics 173
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29 * All IPs and ports inbound from the public internet should be closed. Outbound: HTTPS / Port 443 To all network interfaces – 0.0.0.0/0 TCP Port 6443 Originating from within the Subscriber’s VPN For Kubernetes API server communication VPN: ● Mark43 will SSH to this server over the Subscriber VPN to install Docker and Kubernetes, and perform any troubleshooting actions or maintenance tasks that can’t be completed via the normal release process User Accounts: ● Mark43 will need a service account with sudo access on the interface servers Assigning Static IP Addresses: ● Subscriber will need to take the following steps: 1. Log in to the server with the username and password. 2. Enter the following command sudo nano /etc/network/interfaces 3. Delete the line iface eno1 inet dhcp 4. Add the following lines. Replace the text in <> with your network appropriate information. If no on-site DNS servers are available, we recommend using 8.8.8.8 and 8.8.4.4 for your DNS server: iface eno1 inet static address <IP address> netmask <subnet mask> gateway <default gateway> dns-search <DNS search domain> dns-nameservers <DNS server> <optional secondary DNS server> 5. Type control+x to exit 6. Press y to save 7. Press enter to confirm the name /etc/network/interfaces. 8. Type sudo reboot to restart the server. 174
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30 SCHEDULE E Third-Party Component Terms / Subcontractors Google: Users are bound by the Google Maps/Google Earth Additional Terms of Service (including the Google Privacy Policy), available by following these links: Google Maps Terms: https://maps.google.com/help/terms_maps.html Google Privacy Policy: https://policies.google.com/privacy?hl=en&gl=us Acceptable Use: https://enterprise.google.com/maps/terms/universal_aup.html Amazon: Universal Service Terms: https://aws.amazon.com/service-terms/ Acceptable Use: https://aws.amazon.com/aup/ Auth0 (if elected): Acceptable Use: https://cdn.auth0.com/website/legal/files/aup-19.pdf RapidSOS (if elected): Subscriber must sign up and accept the terms contained within the following link: https://info.rapidsos.com/rapidsos-integrations-signup CommSys (if elected): CommSys End User License Terms and Conditions are attached hereto. Subcontractors (if any): N/A 175
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CommSvs
CommSys End User License Terms and Conditions
CommSys, Incorporated, an Ohio corporation ("CommSys") is the owner of certain components of the Saas Services licensed to Subscriber and your Authorized Users (collectively, "you") by Mark43, Inc. ("Mark43") under an agreement between you and Mark43 (the "License Agreement").

As a condition to the license to use the CommSys Products (as defined below), and in addition to the restrictions on the scope and use of the license grants contained in the License Agreement, CommSys requires that all users agree that the CommSys Producs are subject to the restrictions, terms and conditions set forth herein (the "CommSys Terms and Conditions"). In the event of any inconsistency or conflict between these CommSys Terms and Conditions and the terms of the License Agreement, these CommSys Terms and Conditions shall govern with respect to your use of the CommSys Products.
"CommSys Products" shall mean all products and programs of CommSys and all documentation related thereto, whether referred to as "software", "firmware" or otherwise, wherever resident on any media, and whether separately licensed, furnished as a part of equipment, or provided as a result of software services, and further may include programs and related documentation that are owned by third parties and distributed by CommSys under license from the owner thereof.

Your use of the CommSys Products pursuant to the License Agreement is subject to the following CommSys Terms and Conditions:
(a) All rights to use the CommSys Products are non-exclusive, non- transferable, and non-sublicensable, and shall terminate automatically upon your failure to comply with any of the CommSys Terms and Conditions. (b) All confidential, proprietary, or trade secret information associated with the CommSys Products, including, but not limited to, all software programs, object code, source code, products, research, technical knowledge, specifications, and other data, is the confidential and proprietary information of CommSys (collectively, "Confidential ©Copyright 2018 CommSys, Inc.
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Information"), and you shall abide by and maintain, and not remove, deface, or destroy, any proprietary markings on any of the CommSys Products or Confidential Information. (c) You may not make any copies of the CommSys Products or Confidential Information. You may use the CommSys Products only for the purposes of and strictly in accordance with the provisions of the License Agreement (as it pertains to the CommSys Products) and the CommSys Terms and Conditions, and you shall not otherwise use, disclose, convey, disseminate, transfer, or assign any of the CommSys Products or Confidential Information.
(d) You may not: (i) sell, resell, or distribute the CommSys Products on a stand-alone basis, or other than as integrated in the Saas Services; (ii) allow the CommSys Products to be used in conjunction with or launched from within any other product; (iii) re-brand, bundle, or re-label the CommSys Products, or use in any manner the CommSys Products with any other software or products; or (iv) use the CommSys Products for internal or third party production purposes or development of products or in violation of law.
(e) You shall promptly notify Mark43 of any actual or suspected use or disclosure of the CommSys Products or Confidential Information and shall provide reasonable assistance in the investigation and prosecution of such uses or disclosures.
(f) You shall destroy all CommSys Products and Confidential Information if:
(i) you cease to use the CommSys Products; (ii) the License Agreement terminates; or (iii) your rights to use the CommSys Products is terminated. (g) You shall not, directly or indirectly, nor cause or allow any other person to: (i) modify or translate into any other format or language any portion of the CommSys Products or Confidential Information; (ii) use any Confidential Information to create any item which is substantially similar to, competitive with, or performs the functions of any of the CommSys Products; (iii) reverse engineer, disassemble, decompile, or otherwise attempt to derive the source code for or other Confidential Information with respect to, any of the CommSys Products or Confidential Information; or (iv) modify, copy, reproduce, manufacture, adapt, create derivative works of, translate, localize, or port any of the CommSys Products or the Confidential Information, or allow any employee, representative, consultant, agent, or other third party to engage in such condu ct.
(h) You agree that any item resulting from any actions under (g) above shall be the sole and exclusive property of CommSys. You agree that all of the CommSys Products and Confidential Information are highly valuable to CommSys, and that any breach of the CommSys Terms and Conditions would severely damage CommSys, the extent of which damage would be difficult to ascertain, and therefore CommSys, as a third party beneficiary of these CommSys Terms and Conditions is entitled to seek, among other remedies, immediate injunctive and other equitable relief for any such breach.

NEITHER COMMSYS NOR MARK43 MAKES, AND COMMSYS AND MARK43 EACH

EXPRESSLY DISCLAIMS, ANY EXPRESS OR IMPLIED WARRANTIES WITH

WARRANTIES OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR

PURPOSE, OR ANY WARRANTIES ARISING FROM A COURSE OF DEALING, USAGE OR TRADE PRACTICE. IN NO EVENT SHALL COMMSYS OR MARK43 BE

LIABLE FOR INCIDENTAL, INDIRECT, CONSEQUENTIAL, SPECIAL, OR OTHER

DAMAGES OF ANY KIND WHATSOEVER, INCLUDING, WITHOUT LIMITATION,

LOSSES OR DAMAGES ARISING OUT OF CLAIMS FOR LOSS OF BUSINESS,

GOODWILL, DATA OR PROFITS, OR ARISING OUT OF CLAIMS FOR TORT,

31 SCHEDULE F Data Processing Addendum 1. Definitions. For purposes of this this Data Processing Addendum (“DPA”), “Subprocessor” means a Mark43 Affiliate or other third party engaged by Mark43 for the purpose of hosting, storing or otherwise processing Subscriber Data as authorized by the Agreement or otherwise in writing by Subscriber. Terms not otherwise defined in this DPA have the meaning set out in this Agreement. 2. Subscriber Data. The obligations in this Exhibit apply to Subscriber Data in the custody or control of Mark43 and its Subprocessors. They do not apply to Subscriber Data in the custody or control of any other party, including Subscriber Data under Subscriber’s custody or control outside of the Services or Subscriber Data maintained by an Integrated Application Provider or transmitted or accessed on or through an Integrated Application. 3. Disclosure. Mark43 will not disclose Subscriber Data to any third party except: (i) to Authorized Users; (ii) as permitted under the Agreement; (iii) to its Subprocessors, provided that each Subprocessor agrees to protect Subscriber Data in a manner substantially in accordance with this DPA; or as provided by this DPA with respect to any Disclosure Request. Notwithstanding the foregoing or anything in this DPA to the contrary, Subscriber acknowledges and agrees that (a) Mark43 utilizes major providers of cloud-based services for processing certain Subscriber Data through the Services (each, a “Cloud Provider”) (including, as of the Effective Date of the Agreement, Amazon Web Services for hosting and Google for mapping and geolocation services), (b) each Cloud Provider has its own data protection practices that are applicable to its delivery of services to its customers, and (c) Cloud Providers will not agree to separate data protection practices on a customer-by-customer basis; therefore, Cloud Providers will not be required to comply with the obligations in this DPA to the extent that they are inconsistent with each Cloud Provider’s own data protection practices, but Mark43 will use reasonable efforts to assess that each Cloud Provider complies with its own data protection practices, which may include periodic examination of SOC 2 reports or comparable reports made available by Cloud Provider. 4. Information Security Program. Mark43 will implement and maintain a written information security program that contains reasonable administrative, technical and physical safeguards intended to protect Subscriber Data from unauthorized access, disclosure, use, modification, loss or destruction. 5. Access. Mark43 will maintain appropriate access controls to Subscriber Data, including limiting access to Subscriber Data only to personnel who require such access in order for Mark43 to provide Services to Subscriber or to otherwise exercise Mark43’s rights or perform Mark43’s obligations under the Agreement. Mark43 will require its personnel to protect Subscriber Data in accordance with the requirements of this DPA and will provide its personnel with appropriate information security training. 6. Information Security. a. Mark43 maintains its information security program and applicable safeguards at all Mark43 sites at which an information system that stores or otherwise processes Subscriber Data is located. b. Mark43 maintains network security using commercially available equipment and industry standard techniques, including firewalls, router access control lists, intrusion detection and/or prevention systems, penetration testing, vulnerability scanning, and patch management tools. c. Mark43 will encrypt, using industry-standard encryption tools, all Subscriber Data that Mark43: (i) transmits or sends wirelessly or across public networks; (ii) stores on laptops or removable storage media; and (iii) stores on portable devices. Mark43 will safeguard the confidentiality and availability of all encryption keys associated with encrypted Subscriber Data. d. Mark43 installs and maintains endpoint security measures such as anti-virus and malware protection software intended to protect Subscriber Data from malicious code. e. Mark43 undertakes appropriate logging and monitoring to enable recording of information security-related actions and identification of anomalous events. f. Mark43 develops software used to deliver the Services in accordance with secure software development principles. 7. Security Incident Management. Unless otherwise prohibited by law, Mark43 will notify Subscriber promptly (and in any event within 72 hours) in the event Mark43 reasonably believes that there has been any unauthorized access, acquisition, disclosure, use, modification, loss or destruction of Subscriber Data (“Security Incident”). Mark43 will promptly investigate the Security Incident, will take necessary steps to eliminate or contain the exposure of Subscriber Data, and will keep Subscriber informed of the status of the 179
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32 Security Incident. Mark43 will provide reasonable assistance and cooperation requested by Subscriber or Subscriber’s designated representatives to correct, remediate, or investigate the Security Incident or to mitigate potential damage resulting from it, including any notification that Subscriber may determine appropriate to send to affected individuals, regulators or third parties. 8. Business Continuity. Mark43 implements appropriate disaster recovery and business continuity plans and reviews and updates such plans regularly. Back-up copies of critical business information and software are created regularly and tested to verify their integrity. 9. Audits. Upon Subscriber’s request, Mark43 will make available to Subscriber up to once per year a copy of a third-party assessment, such as a SOC 2 report or comparable report (“Third-Party Report”), if Mark43 has obtained such a Third-Party Report for the Services; or if Mark43 has not obtained a Third-Party Report for the Services, Subscriber may provide to Mark43 a security assessment questionnaire related to the Services, which Mark43 will accurately and promptly complete. Such a questionnaire must be reasonable in scope and may include questions seeking verification of compliance with the terms and conditions of this DPA. All Third-Party Reports or information accessed by or otherwise disclosed to Subscriber in connection with any such review will be considered Confidential Information of Mark43. 10. Return/Disposal. Upon termination or expiration of the Agreement, Mark43 will cease handling Subscriber Data and will take reasonable steps to return or destroy Subscriber Data according to the timeframes set out in Schedule C of the Agreement. If Mark43 has any legal obligation to retain Subscriber Data beyond the periods otherwise specified by Schedule C, Mark43 will notify Subscriber in writing of that obligation, to the extent permitted by applicable law, and will return or destroy the Subscriber Data in accordance with this DPA as soon as possible after that legally required retention period has ended. If Mark43 disposes of any paper, electronic or other record containing Subscriber Data, Mark43 will take all reasonable steps to do so by: (a) shredding; (b) permanently erasing and deleting; (c) degaussing; or (d) otherwise modifying Subscriber Data in such records to make it unreadable, unreconstructable and indecipherable. 11. Location of Subscriber Data. Subscriber Data stored or transmitted through the SaaS Services in Subscriber’s user accounts shall be hosted by a Cloud Provider in the United States. Mark43 currently uses AWS Govcloud region as Cloud Provider to host Subscriber Data. Information about AWS’ commitment to support customers’ CJIS compliance requirements is available here: https://aws.amazon.com/compliance/cjis/. 180
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10 Exhibit B INSURANCE REQUIREMENTS Please refer to the insurance requirements listed below. Those that have an “X” indicated in the space before the requirement apply to Contractor’s or Consultant’s Agreement. Contractor or Consultant shall procure and maintain for the duration of the Agreement insurance against claims for injuries to persons or damages to property which may arise from or in connection with the performance of the work hereunder and the results of that work by the Contractor or Consultant, its agents, representatives, employees or subcontractors. Contractor or Consultant shall provide its insurance broker(s)/agent(s) with a copy of these requirements and request that they provide Certificates of Insurance complete with copies of all required endorsements. Contractor or Consultant shall furnish City with copies of original endorsements affecting coverage required by this Exhibit XX. The endorsements are to be signed by a person authorized by that insurer to bind coverage on its behalf. All endorsements and certificates are to be received and approved by City before work commences. City has the right to require Contractor’s or Consultant’s insurer to provide complete, certified copies of all required insurance policies, including endorsements affecting the coverage required by these specifications. Commercial General Liability (CGL): X Coverage at least as broad as Insurance Services Office (“ISO”) Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $2,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. ___ Coverage at least as broad as ISO Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $1,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. ___ Coverage at least as broad as ISO Form CG 00 01 covering CGL on an “occurrence” basis, including products and completed operations, property damage, bodily injury and personal and advertising injury with limits no less than $5,000,000.00 per occurrence. If a general aggregate limit applies, either the general aggregate limit shall apply separately to this project/location or the general aggregate limit shall be twice the required occurrence limit. Automobile Liability: X Coverage at least as broad as ISO Form Number CA 0001 covering, Code 1 (any auto), of if Contractor or Consultant has no owned autos, Code 8 (hired) and 9 (non-owned), with limits no less than $1,000,000.00 combined single limit for bodily injury and property damage. ___ Coverage at least as broad as ISO Form Number CA 0001 covering, Code 1 (any auto), with limits no less than $5,000,000.00 combined single liit for bodily injury and property damage. ___ Garage keepers’ extra liability endorsement to extend coverage to all vehicles in the care, custody and control of the Contractor or Consultant, regardless of where the vehicles are kept or driven. Professional Liability (Errors and Omissions):
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11 X Insurance appropriates to the Contractor or Consultant’s profession, with limit no less than $1,000,000.00 per occurrence or claim, $2,000,000.00 aggregate. ___ (If Design/Build), with limits no less than $1,000,000.00 per occurrence or claim, and $2,000,000.00 policy aggregate. ___ Insurance appropriates to the Contractor or Consultant’s profession, with limit no less than ______ per occurrence or claim, ______ aggregate Workers’ Compensation Insurance: X Insurance as required by the State of California, with Statutory Limits, and Employer’s Liability Insurance with limit of no less than $1,000,000.00 per accident for bodily injury or disease. (Not required if Contractor or Consultant provides written verification it has no employees) The Employer’s Liability policy shall be endorsed to waive any right of subrogation as respects the City, its elected and appointed officials, officers, attorneys, agents, and employees. Builder’s Risk (Course of Construction): ___ Insurance utilizing an “All Risk” (Special Perils) coverage form, with limits equal to the completed value of the project and no coinsurance penalty provisions. If the project does not involve new or major reconstruction, at the option of the City, an Installation Floater may be acceptable. For such projects, a Property Installation Floater shall be obtained that provides for the improvement, remodel, modification, alteration, conversion or adjustment to existing buildings, structures, processes, machinery and equipment. The Property Installation Floater shall provide property damage coverage for any building, structure, machinery or equipment damaged, impaired, broken, or destroyed during the performance of the Work, including during transit, installation, and testing at the City’s site. Contractor’s or Consultant’s Pollution Legal Liability: ___ Contractor’s or Consultant’s pollution legal liability and/or Asbestos Legal Liability and/or Errors and Omissions (if project involves environmental hazards) with limits no less than $1,000,000.00 per occurrence or claim and $2,000,000.00 policy aggregate. If the Contractor or Consultant maintains higher limits than the minimums shown above, the City requires and shall be entitled to coverage for the higher limits maintained by the Contractor or Consultant. Any available insurance proceeds in excess of the specified minimum limits of insurance and coverage shall be available to City. Cyber Liability Insurance X Cyber Liability Insurance with limits not less than $1,000,000 per claim. Coverage shall be sufficiently broad to respond to the duties and obligations as is undertaken by Contractor or Consultant in this Agreement and shall include, but not be limited to, claims involving infringement of intellectual property, including but not limited to infringement of copyright, trademark, trade dress, invasion of privacy violations, information theft, damage to or destruction of electronic information, release of private information, alteration of electronic information, extortion, and network security. The policy shall provide coverage for breach response costs as well as regulatory fines and penalties, and credit monitoring expenses with limits sufficient to respond to these obligations. 182
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12 Surety Bonds: Contractor shall provide the following Surety Bonds: ____ Bid Bond ____ Performance Bond ____ Payment Bond The Payment Bond and Performance Bond shall be in a sum equal to the contract price. Bonds shall be duly executed by a responsible corporate surety, authorized to issue such bonds in the State of California and secured through an authorized agent with an office in California. Other Insurance Provisions: The insurance policies are to contain, or be endorsed to contain the following provisions: X Additional Insured Status and Primary/Non-Contributory Language: Contractor’s general liability and automobile liability policies shall be primary and shall not seek contribution from the City’s coverage and be endorsed to add the City and its officers, officials, employees, and agents as additional insureds under such policies using Insurance Services Office form CG 20 10 (or equivalent) on the general liability policy. The limits of insurance required in this Agreement may be satisfied by a combination of primary and umbrella or excess insurance. Any umbrella or excess insurance shall contain or be endorsed to contain a provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of City (if agreed to in a written contract or agreement) before the City’s own insurance or self-insurance shall be called upon to protect it as a named insured. ___ Loss Payee Status – Builder’s Risk/Course of Construction Insurance (applicable to Construction Contracts only) Contractor or Consultant may submit evidence of Builder’s Risk insurance in the form of Course of Construction coverage. Such coverage shall name the City as a loss payee as their interest may appear. X Notice of Cancellation, Suspension or Otherwise Voiding Policies: Each insurance policy required above shall contain or be endorsed to contain that coverage shall not be suspended, voided, canceled except with thirty (30) days’ prior written notice by certified mail, return receipt requested to the City. X Waiver of Subrogation: Contractor or Consultant hereby grants to City a waiver of any right to subrogation which any insurer of said Contractor or Consultant may acquire against the City by virtue of the payment of any loss under such insurance. Contractor or Consultant agrees to obtain any endorsement that may be necessary to affect this waiver of subrogation, but this provision applies regardless of whether or not the City has received a waiver of subrogation endorsement from the insurer. The Workers’ Compensation Policy shall be endorsed with a waiver of subrogation in favor of the City for all work performed by Contractor or Consultant, its employees, agents and subcontractors. ___ Completed Operations For Construction Agreements, Contractor shall maintain insurance as required by this Agreement to the fullest amount allowed by law and shall maintain insurance for a minimum of five (5) years following the completion of 183
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13 this project. In the event Contractor fails to obtain or maintain completed operations coverage as required by this Agreement, the City at its sole discretion may purchase the coverage required and the cost will be paid by Contractor. Deductibles and Self-Insured Retentions (“SIR”): Any deductibles or self-insured retentions must be declared to and approved by City. The City may require the Contractor or Consultant to purchase coverage with a lower deductible or retention or provide proof of ability to pay losses and related investigations, claim administration, and defense expenses within the retention. At the option of the City, either (1) the insurer shall reduce or eliminate such deductibles or self-insured retentions as respects the City, its elected and appointed officials, officers, attorneys, agents, and employees; or (2) the Contractor or Consultant shall procure a bond guaranteeing payment of losses and related investigations, claim administration and defense expenses. All SIRs must be disclosed to Risk Management for approval and shall not reduce the limits of liability. Policies containing any SIR provision shall provide or be endorsed to provide that the SIR may be satisfied by either the named insured or the City. City reserves the right to obtain a full-certified copy of any insurance policy and endorsements. Failure to exercise this right shall not constitute a waiver of right to exercise later. Acceptability of Insurers: Insurance is to be placed with insurers with a current A.M. Best’s rating of no less than A-:VII, unless otherwise acceptable to City. Claims Made Policies: (note - should be applicable only to professional liability, see below) 1. The Retroactive Date must be shown and must be before the date of the contract or the beginning of contract work. 2. Insurance must be maintained, and evidence of insurance must be provided for at least five (5) years after completion of contract of work. 3. If coverage is canceled or non-renewed, and not replaced with another claims-made policy form with a Retroactive Date prior to the contract Effective Date, the Contractor or Consultant must purchase “extended reporting” coverage for a minimum of five (5) years after completion of work. 4. A copy of the claims reporting requirements must be submitted to the City for review. 5. If the services involve lead-based paint or asbestos identification/remediation, the Contractor’s Pollution Liability Policy shall not contain lead-based paint or asbestos exclusions. If the services involve mold identification/remediation, the Contractors Pollution Liability Policy shall not contain a mold exclusion, and the definition of Pollution shall include microbial matter, including mold. Subcontractors: Contractor or Consultant shall require and verify that all subcontractors maintain insurance meeting all the requirements stated herein, and Contractor shall ensure that City is an additional insured on insurance required from subcontractors. 184
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14 Subcontractor agrees to be bound to Contractor and City in the same manner and to the same extent as Contractor is bound to City under this Agreement and any other contract documents. Subcontractor further agrees to include the same requirements and provisions of this Agreement, including the indemnity and insurance requirements, with any sub-subcontractor to the extent they apply to the scope of the sub-subcontractor’s work. A copy of the City indemnity and insurance provisions will be furnished to the subcontractor upon request. Verification of Coverage: Contractor or Consultant shall furnish the City with original certificates and amendatory endorsements or copies of the applicable policy language effecting coverage required by this clause. All certificates and endorsements are to be received and approved by the City before work commences. However, failure to obtain the required documents prior to the work beginning shall not waive the Contractor or Consultant’s obligation to provide them. The City reserves the right to require complete, certified copies of all required insurance policies, including endorsements required by these specifications, at any time. Special Risks or Circumstances City reserves the right to modify these requirements, including limits, based on the nature of the risk, prior experience, insurer, coverage or other special circumstances. Failure to Comply: Each insurance policy required above shall contain or be endorsed to contain that any failure to comply with reporting provisions of the policies shall not affect coverage provided to the City, its elected and appointed officials, officers, attorneys, agents, and employees. Applicability of Coverage: Each insurance policy required above shall contain or be endorsed to contain that the Contractor’s or Consultant’s insurance shall apply separately to each insured against whom claim is made or suit is brought, except with respect to the limits of the insurer's liability. 185
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15 Exhibit C STATEMENT OF WORK (See attached)
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MARK43, INC. IMPLEMENTATION STATEMENT OF WORK CITY OF MILPITAS 187
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1 Template Version 2.0
Table of Contents 1. STATEMENT OF WORK OVERVIEW ............................................................................................ 2 2. PROJECT MANAGEMENT ................................................................................................................ 2 3. THIRD PARTY INTERFACE SERVICES ..................................................................................... 17 4. MESSAGE SWITCH INTERFACE ............................................................................................. 27 5. ESRI INTERFACE ........................................................................................................................... 27 6. CUSTOM PDF EXPORTS ............................................................................................................ 29 7. QUICKCRASH MODULE ............................................................................................................. 29 188
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1. STATEMENT OF WORK OVERVIEW This Statement of Work (SOW) outlines tasks required for the Mark43 Project Team to provide the Mark43 platform functionality to the City of Milpitas (Subscriber) in accordance with the Software License and Services Agreement (SLSA) entered into by Mark43 and Subscriber in conjunction with this SOW. The Mark43 Project Team shall perform in accordance with this SOW, which shall be effective as of the Effective Date. Capitalized terms used but not otherwise defined herein shall have the meanings ascribed to them in the SLSA. This document’s intention is to outline the implementation services, customer success services, and third-party interface scope that were purchased along with the Mark43 system and that accompany the Mark43 software implementation. This document outlines project implementation scope, Mark43 responsibilities, Subscriber responsibilities, implementation governance, cutover responsibilities, and a project outline. Any changes to this document will be handled through the Change Control Process outlined in the Change Control section of this document. If a service is not listed in this document, it is not considered part of the project. 2. PROJECT MANAGEMENT 2.1 PROJECT MANAGEMENT OVERVIEW Mark43 will provide a member of the implementation team who will act as the Project Lead and serve as Subscriber’s main point of contact during implementation. The Project Lead will help guide Subscriber through the phases of implementation – from the initial kick-off call, to cutover to live operations – and assist with any questions Subscriber might have throughout the process. The Project Lead aims to bring together recommended best practices, blending implementation and project coordination processes to provide meaningful support throughout the project lifecycle. Implementation services will be governed by the expectation table contained in Section 2.6 of this document. While the Project Lead is responsible for driving the implementation process, assistance from Subscriber is necessary to facilitate the project. Subscriber's project team will need to set aside time weekly for workflow and configuration validation sessions, data reconciliation, testing, and training. The Project Lead will outline the scope of these responsibilities at the kick-off meeting for the project. If Subscriber anticipates having limited availability, then Subscriber may want to purchase additional services from Mark43 to reduce the amount of time required from Subscriber. In addition, once live on the System, Subscriber may decide to implement additional functionality or modules. In such cases, Subscriber should handle such requests through the Change Control Process outlined in the Change Control section of this document. 189
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After the implementation has been completed, the Mark43 Customer Success Team will begin the transition to ongoing customer sustainment. After Go Live, Customer Success will take over as the primary point of contact for any outstanding projects, escalations, and maintenance of the system. Customer Success will be available to answer any project-related questions that may come up as you begin using the Mark43 service. In addition, Mark43 staffs a 24/7 Help Desk to assist with ground-level questions as they arise, and an online workflow portal that outlines out of the box Mark43 functionality. Support services are covered by your Annual Subscription, Maintenance & Support Fees. 2.2 PROJECT MANAGEMENT SCOPE AND RESPONSIBILITIES As stated above, the Project Lead will guide Subscriber through the implementation. Coordinated effort and cooperation from Subscriber is necessary to facilitate the implementation. The following table breaks down general responsibilities for both Mark43 and Subscriber, outlining activities that are included in the scope of the Implementation. • R – Responsible: Does the work to complete the activity • A – Accountable: Ensures work is deemed complete • C – Consulted: Provides input on activity • I – Informed: Receives updates on the progress of activity Mark43 Subscriber Project Management Deliverable Description Project Kickoff Conduct meeting that formally starts the project and sets expectations R R / A Project Management
Foundation Questionnaire Completes form that provides key information about the agency, current state infrastructure, and workflows A R Project Plan Project schedule that indicates the timeline, activities, dependencies, and progress of the project R A 190
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Mark43 Subscriber Project Communication Plan Document that outlines the project communications process and cadence R A / I Change Order Request Form Completes form that requests new project work that is not included in the Statement of Work if desired I / A R Status Report Provides document that provides regular updates on project activities R A / I Project Schedule Maintenance (Updates/Changes) Communicates progress updates on project activities R A / I Risk Matrix Documents outlines project risks and their mitigations R A / C / I Decision Log Records and maintains significant decisions for the project including interfaces, workflows, and configurations R A / C Workflow Guide Development and Maintenance Creates document that specifies agency-specific workflows on using Mark43 A / C R Configuration Management Configures the base RMS tenant during implementation R A Fillable PDF Configuration Configures and maps any fillable PDFs forms to be used in the RMS A R Configuration Maintenance Configures the base RMS tenant during implementation A R Cutover Plan Creates document that outlines the plan for cutover and Go Live R A / I Sustainment Plan Sustainment Plan Creates that outlines plan for managing the Mark43 system post cutover R A / C / I New Feature Training Train subscriber on newly released product features R A / I 191
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Mark43 Subscriber Manage post cutover interface builds Develops any post cutover interfaces R A / I Help Desk and Issue Resolution Manages and triages any reported issues post cutover R A / I Change Management Change Management Plan Creates change management plan for agency R R / C / I Communication Plan Creates and distributes agency communications on how to use Mark43, training, and Go Live A / C R Training Baseline Training Materials Develops and provide training course materials R A / I Remote Training Walkthroughs Develops and provide remote training course materials R A / I Train-the-Trainer Logistics / Follow up Identify Train the Trainers for agency specific training R / A R Agency-Specific Training Logistics Coordinates logistics and holds training for agency-specific workflows A / C / I R Interface Development Interface Scoping and Prioritization Prioritizes and provides scope for in-scope interfaces C / I R / A Interface Server Interface server set up and maintenance C / I R / A Third Party System Access Provide Mark43 access to third party vendor contacts and systems required to develop, test and turn on the interface A R Reference Value Mapping Map external reference values to Mark43 configured reference values A R 192
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Mark43 Subscriber Field Mapping Map external system fields to Mark43 partnership fields R A / C Interface Control Documents (ICDs) Creates document that describes interface scope and expected behavior R A / C / I Interface UAT Perform UAT on interfaces in test environments A R Quality Control and Bug Fixes Address reported bugs based on triage and priority R A / C / I Interface Sustainment Manage interfaces post-launch R A / C Single Sign On Authentication Infrastructure Install, configure, and maintain their authentication system. Install ADFS if ADFS or SAML SSO is not available A / I R Connection Information Provide ADFS or SAML SSO connection information to Mark43 A / I R Auth0 Configuration Configure Auth0 R A / I Analytics Data walkthrough (Schema) Walkthrough Mark43 data lake schema so that users can query R A / I Product Roadmap Updates Provides updates on Mark43 Product roadmap as they are available R A / I The following activities and responsibilities are excluded from the scope of the implementation: ● Implementation of products or delivery of services not included within this SOW or the SLSA ● End user or train-the-trainer training for any employee or affiliate of Subscriber beyond what is included in Section 2.4.3. ● Evaluation of Subscriber’s current state practices, policies, or procedures for the purpose of process improvement or performance improvement ● Troubleshooting of any issues not related to Mark43 software, Mark43 development, or Mark43 interfaces, unless otherwise outlined 193
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● Migration of data to Mark43 from other systems or third parties other than those specified in this SOW or the SLSA ● Interfacing, or integrating, from or to Mark43 from other systems or third parties other than those specified in this SOW or the SLSA ● Installation of any non-Mark43 software, servers, workstations or any other hardware ● Export of Mark43 data to other systems or third parties other than those specified in the SLSA For any tasks, deliverables, or services not included in scope that Subscriber wishes Mark43 to perform, Subscriber must follow the Change Control Process outlined in the Change Control section of this document. 2.3 PROJECT MANAGEMENT GOVERNANCE Mark43 and Subscriber will work together to outline a full Governance Structure document detailing the persons for each Mark43 and Subscriber Team role. The document should include an escalation path for issues on both sides, an executive sponsor, and detail, as much as possible, the members of each working group. The following is the breakdown of project roles and responsibilities: MARK43 PROJECT TEAM Role Responsibilities Project Lead ● Primary point of contact for the project ● Manages the project schedule/timeline and provides regular status updates to all stakeholders ● Coordinates and schedules Mark43 resources ● Handles escalated issues Customer Success Team
● Primary point of contact post Go Live ● Maintains ongoing release management and deployments ● Ensures outstanding projects, interfaces, and migrations on are on schedule ● Handles escalated issues and prioritizations ● Conducts regular surveys and feedback sessions ● Engage customers to improve in-app feature/product adoption 194
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Technical Services Team
● Primary technical point of contact for the project ● Scopes and defines technical requirements and implementation plans for interfaces and migrations ● Coordinates and schedules Mark43 technical resources for interfaces, migrations, or any other technical services work ● Handles escalated technical issues ● Develops interfaces and/or data migrations ● Escalates technical, workflow, or business issues ● Communicates and works with third party developers and vendors (if any) for non-live interfaces ● Triages and handles bugs reported for non-live migrations and interfaces Deployment Analysts ● Assist with general product questions and configuration activities Product Specialists ● Assist with specific product questions and configuration activity ● Triages and handles bugs reported for post Go-Live migrations and live interfaces SUBSCRIBER TEAM Role Responsibilities Executive Sponsor
● Command Staff representative for Subscriber ● Has authority to represent Subscriber and provide or obtain sign-off on major decisions during the project ● Assists with change management and potential policy changes within Subscriber ● Helps govern relevant project stakeholders / working group leaders Project Lead
● Primary point of contact for Subscriber ● Participates in regular check-ins and status updates with the team ● Reviews and approves major milestones ● Manages and escalates issues ● Has authority to represent Subscriber and get sign-off on major decisions during the project Business Point of Contact
● Has knowledge of existing workflows, processes, configurations, and systems, or has the resources to find business users needed to provide knowledge ● Has authority to represent Subscriber and get sign-off on business decisions around workflows, configurations, interfaces, and data conversions ● Helps define scope and requirements for configurations, interfaces, and data conversions Technical Point of Contact ● Has knowledge of existing systems, interfaces, and 195
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SUBSCRIBER TEAM vendors/parties involved ● Has authority to represent Subscriber and get sign-off on major technical decisions ● Provides network, data, system, or other access deemed necessary for completion of interface and data conversions development work ● Provides documentation and other resources on data, schemas, systems as needed Validation Point of Contact ● Has enough business and technical knowledge to be able to validate and sign-off on acceptance of workflows, configurations, interfaces, and data conversions ● Has authority to represent Subscriber and get sign-off on acceptance of interfaces and data conversions Working Group Leads ● Primary points of contact for each user group. There should, at least, be one person for sworn, IT, Records, and each major module being implemented Training Point of Contact ● Primary point of contact for user training ● Helps facilitate training initiatives 2.4 PROJECT MANAGEMENT STAGES AND ACTIVITIES To ensure product implementation success, the Mark43 project will be divided into four distinct phases:

2.4.1 PHASE 1 - Plan Phase 1 focuses on kicking off the implementation and planning the provision of the Mark43 software. Mark43 will work closely with Subscriber to outline the implementation steps, review project planning documentation, and analyze business processes to outline configuration needs. This includes meeting with identified working groups within the department, conducting research, and introducing individuals to how workflows will function in Mark43. Subscriber will need to ensure full assembly of Subscriber project team and working groups as well as completion of any questionnaires within two weeks of receipt. The table below outlines Phase 1 activities:
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Tasks Task Details / Deliverables
Project Kick-Off
● Conduct a Project Kick-Off to commence the Mark43 software implementation through discussions of: ○ Mark43 as a Company ○ Mark43’s Implementation Methodology ○ Project Organization, Roles, & Responsibilities for both Mark43 and Subscriber and the Project Communication Plan ● High level overview of product and project deliverables SRS / NIBRS Contact ● Subscriber will work with Mark43 to introduce and establish communication with Subscriber [C]IBRS contact Other Specialty Content Contact ● For any other specialty areas, Subscriber will need to work with Mark43 to introduce and establish communication with Subscriber point of contact (e.g. GIS experts) Planning Documentation
● Subscriber will fill out Mark43’s Foundation Questionnaire to help Mark43 understand Subscriber’s current processes and state as well as the scope of the project ● Subscriber will fill out Mark43’s Interface Questionnaire(s) to help Mark43 better understand the technical scope and goal of the project ● Subscriber provides Mark43 the Project Governance Structure Document to outline project contacts and communication protocols ● Mark43 provides customer requested documentation to satisfy state clearance process or requirements ● Mark43 to conduct the Introduction to Interface Scoping and Planning for Subscriber ● Mark43 to provide meeting minutes for monthly meetings Project Plan ● Introduction of base project plan for Mark43 and Subscriber collaboration ● Mark43 will provide the Project Plan via Baton (note: Baton is a project planning and management tools leveraged by the Mark43 project team) 197
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2.4.2 PHASE 2 - Implement Phase 2 involves introducing the key working group leads and Subject Matter Experts (SMEs) to system configuration scope and options for the implementation. The depth and breadth of configuration required will be determined during project planning and scoping in Phase 1 based on the questionnaires Mark43 sent to Subscriber. Mark43 will deliver a User Acceptance Testing (UAT) Plan for review by Subscriber. Interface (Third Party Interface) planning will also begin; for more information on these activities, please refer to the Third Party Interface Scope sections of this document. The table below outlines Phase 2 activities: Tasks Task Details / Deliverables Configuration Overview
● Conduct a system familiarization training overview with identified Subject Matter Experts in a tenant that has been lightly configured for the participating Subscriber ● Subscriber gains access to the lightly-configured tenant for initial workflow testing ● Mark43 provides Subscriber with Foundation Workflow Guide Configuration Sessions ● Mark43 will hold a configuration training session for Subscriber staff that will be assisting and reviewing configuration settings UAT Introduction ● Mark43 outlines standard UAT methodologies, timing, and logistics ● Subscriber is responsible for resource scheduling and logistics ● Mark43 provides base workflow testing outline UAT Documentation ● Mark43 will provide documentation detailing the minimum scripts to be reviewed and tested Interfaces Planning, Testing, and Completion ● Please reference the Third Party Interfaces Section of this document for details on interface planning, documentation, testing, and completion. Timing and milestones will be included in the project plan where appropriate Training Needs Assessment ● Identify current department training infrastructure, resources, and methodologies ● Mark43 will provide Subscriber with documentation outlining current Mark43 Course Offerings 198
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2.4.3 PHASE 3 - Train Phase 3 includes Mark43 delivery of training documentation/material, and assistance coordinating training logistics. This phase also includes Mark43 train-the-trainer (TtT) courses as outlined in Section 2.4.3.1. Subscriber is responsible for incorporating feedback from workflow configuration and UAT sessions into training documents. Additional onsite trainings, beyond what is included in this SOW, are $2,880/day for onsite and $800/day for remote for the duration of the implementation. Tasks and deliverables within this phase may overlap with tasks, deliverables, or activities included in Phase 2. The table below outlines Phase 3 activities: Tasks Task Details / Deliverables Foundation Training Documentation ● Mark43 will provide standardized workflow guides for Subscriber ● Mark43 will provide access to our knowledge portal via Mark43 Help Center Training Logistics ● Where applicable, Mark43 will assist and offer previous best practices on coordination of training logistics Train-the-Trainer ● Mark43 will provide the number of train-the-trainer sessions identified in Section 2.4.3.1 of this SOW Additional Training ● For any additional training outside of what is defined within this SOW or the SLSA, Subscriber should follow the Change Control Process outlined in the Change Control section to request additional training services The following train-the-trainer sessions are included with the purchase of Mark43 subscription items: 2.4.3.1 Training Courses REFERENCE TRAINING TABLE Module Number of Training Sessions Offered Number of Maximum Attendees Per Session Total Hours RMS Fundamentals 1 onsite TtT session 30 5 - 6
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Module Number of Training Sessions Offered Number of Maximum Attendees Per Session Total Hours RMS Mobile 1 onsite TtT session 30 1 System Administration (RMS) 1 onsite session 10 3 RMS Case Management 1 remote session 30 5 - 6 RMS Evidence 1 onsite session 15 5 - 6 RMS Warrants 1 remote session 15 2 Records Group / Compliance 1 onsite session 25 5 - 6 BI Suite (full) 1 remote session 10 4 Data lake 1 remote session 10 3 2.4.4 PHASE 4 - Deploy Phase 4 focuses on the final activities necessary for cutover to Mark43 production. Mark43 will provide a cutover checklist detailing tasks necessary for the customer to cutover to the production tenant. Mark43 and Subscriber will hold a go/no-go meeting no less than 45 calendar days prior to the planned Go Live date as outlined in the collaborative project plan to assess readiness. The table below outlines Phase 4 activities: Tasks Task Details / Deliverables Cutover Checklist
● Mark43 will provide a Cutover Checklist for Subscriber. This checklist details: tasks necessary to cutover to Mark43, Go Live readiness steps, and any final changes needed before Go Live ● Mark43 will also provide guidance on navigating this plan and collaborate with Subscriber to ensure Subscriber can complete all tasks 200
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Tasks Task Details / Deliverables
Go-Live Readiness ● Mark43 and Subscriber will hold a joint go/no-go meeting to assess Subscriber’s readiness for Go-Live and begin use of Mark43 products. Go-Live ● Mark43 will provide cutover support as per the Implementation Service Level listed below in section 2.6 Implementation Services Overview. Customer Success Transition ● The Mark43 Project Lead will work to introduce the Mark43 Customer Success team to Subscriber and help outline: maintenance plan, issue escalation protocol, and ongoing status updates 2.5 PROJECT MANAGEMENT MILESTONES In addition, the Mark43 project is structured using the following project milestones. Each milestone’s completion is determined by completion of the associated acceptance criteria. Project Milestones # PROJECT MILESTONE MILESTONE ACCEPTANCE CRITERIA PAYMENT MILESTONE 1 Effective Date ● SLSA is executed 2 Project Kickoff ● Project Kickoff meeting held by Mark43 and Subscriber ● Project working group established by Subscriber ● Meeting cadence established by Mark43 and Subscriber • Approval of Project Plan
3 Workflow Validation Complete
● Signed approval on configurations and workflows for Go-Live by subscriber • Completion of Hardware and Software Installation • Completion of Functional Testing 4 Training Complete ● Train-the-trainer sessions scheduled and conducted by Mark43 ● Subscriber trainers identified by Subscriber ● Training sessions scheduled by • Completion of Training
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# PROJECT MILESTONE MILESTONE ACCEPTANCE CRITERIA PAYMENT MILESTONE Subscriber 5 Cutover / Go-Live ● RMS Production tenant is live ● Cutover support is complete by Mark43 • Completion of Go-Live • Final System Acceptance 6 3 Months Post Go Live ● 3 Months Successful NIBRS/CIBRS submissions • 3 Months Successful NIBRS/CIBRS submissions 2.6 IMPLEMENTATION SERVICES OVERVIEW Services that indicate onsite travel or visits are dependent on travel permitting or as otherwise agreed to per travel or gathering restrictions. The table below outlines the expectations for the purchased Implementation Services Level. Service Description Kickoff Meeting Remote (Virtual) Status Calls and Updates Cadence Bi-Weekly Project Response Times Expected Mark43 response time within 5 business days for project-related activities Implementation Product Support All Milpitas working group product and workflow questions should be directed to the Mark43 project lead. Mark43 also provides support via [email protected] (no phone support). Response time expectation 2-4 business days, 9am - 9pm Eastern, M-F, excluding Federal Holidays.

Configuration Support 1 remote session, led by Mark43 product support specialist(s) based on product module; 1 additional remote preparatory and discovery session per module. All sessions should be coordinated with appropriate customer decision maker and/or SME for that area (e.g., Evidence). 202
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Service Description Implementation Onsite Schedule1 Every other month (not to exceed 6 visits) Technical Services Onsite Schedule Remote Launch Support Remote (3 days during business hours [8:00am Local Time – 5:00pm Local Time]) Quality Assurance on any Interface Development Remote Quality Assurance on Any Data Migration Remote Target Project Duration 8 - 12 months (Contingent upon customer providing all required documentation and taking all required action) Sustainment 30 Day Transition Onsite Annual Onsite Visit 2.7 CHANGE CONTROL For any requests to change this SOW, Mark43 and Subscriber will follow the Change Control Process. Examples of changes include supplementing Subscriber staff with Mark43 resources, purchasing additional implementation services, adding third party interfaces to scope, or purchasing existing modules not currently included in the SOW or SLSA. The Change Control Process will be the main vehicle for containing scope and confirming that Mark43 and Subscriber can make timely trade-offs between the three key project variables of cost, time, and scope. As gaps are defined and mitigated in the Plan, Implement, Training and Deploy phases of the project, the Change Control Process will be used for formalizing updates to terms of this SOW, whether or not there is a financial impact. The process is initiated by the submission of a Change Order Request Form, which will be provided by Mark43 at the start of the project. The Change Order Request Form will need to describe the change, rationale for the change, impact the change will have on the project, and any other pertinent details. 1 Subscriber may request additional trips, but will be required to submit a change order form prior to any trips occurring 203
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Subscriber Executive Sponsor will review the proposed change and determine whether to submit the request to Mark43. Upon Subscriber submission, the Mark43 Project Team will review the Change Order Request Form with internal Mark43 resources. The following will be presented upon completion of the internal Mark43 review: any proposed updates; costs to Subscriber; timeline estimates for the change; and a change order that reflects changes to the original project scope. Mark43 reserves the right to reject a change request if it is not in the best interest of the implementation project. Some change requests may be deferred to after cutover to live operations if they are not critical to the success of the program. Upon signed approval by Subscriber, Mark43 will commence work as outlined in the Change Order. 3. THIRD PARTY INTERFACE SERVICES Mark43 supports a number of different interface methods to suit the varying needs of customers, vendors, and partners. Mark43 is built using service-oriented architecture; therefore, every system activity has a RESTful API call to accomplish a user action to transfer data to or from the system. In addition, for partners that prefer other methods of interface either through a direct database connection or file transfer, Mark43 supports those needs through a comprehensive set of generic and custom solutions. 3.1 INTERFACE TIERS Mark43 organizes interface development and maintenance under one of the following categories:
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Interface Tier/SKU Mark43 Task Details Subscriber and Vendor Task Details [INT 1] Interface - Custom Level 1
● Interfaces that do not require development work by Mark43 and may require: ○ An on-premise interface server installation ○ Maintenance of a regular job by Mark43 ○ Install Mark43 custom software on the interface server ○ Complete data transformation, configuration, and development ○ Maintain job to post or pull data from Mark43 ● Subscriber responsibilities ○ Provision Mark43 interface server ● Vendor responsibilities ○ Provide documentation and assist with data transformation and configuration as needed/available [INT 2] Interface - Custom Level 2
● Interfaces not on the “Mark43 Industry Standard Interface Types” list or have additional scope not included in the standard requirements that require: ○ Custom development, data transformation, or configuration by Mark43 ○ An on-premise interface server installation ○ Maintenance of a regular job by Mark43 ● Mark43 responsibilities ○ Install Mark43 ● Subscriber responsibilities ○ Provision Mark43 interface server ● Vendor responsibilities ○ Provide documentation and assist with data transformation and configuration as needed/available 205
DocuSign Envelope ID: 519301BD-30EB-4195-A2CF-4971463FD3CF315 Item # C9.

19 Template Version 2.0
Interface Tier/SKU Mark43 Task Details Subscriber and Vendor Task Details custom software on the interface server ○ Complete data transformation, configuration, and development [INT 3] Interface - Custom Level 3
● Custom interfaces built by Mark43 that require: ○ Potentially multi-directional data transfer between Mark43 and the external system ○ An on-premise interface server installation ○ Maintenance of a regular job ○ Custom data transformation or configuration ● Mark43 responsibilities ○ Install Mark43 custom software on the interface ● Subscriber responsibilities ○ Provision Mark43 interface server ● Vendor responsibilities ○ Provide documentation and assist with data transformation and configuration as needed/available 206
DocuSign Envelope ID: 519301BD-30EB-4195-A2CF-4971463FD3CF316 Item # C9.

20 Template Version 2.0
Interface Tier/SKU Mark43 Task Details Subscriber and Vendor Task Details server ○ Complete data transformation, configuration, and development [INT 4] Interface - Self-Build
● Provide developer documentation ● Offer consultation (up to 1 training session and support through the help desk) ● Maintain uptime for the API and data lake ● Interfaces built by Subscriber IT team or third-party vendor using Mark43’s API, a read-only connection to the Mark43 data lake standard views ● Vendor/Subscriber responsibilities ○ Transform data to/from Mark43’s API or data lake format ● Maintain the scheduled job that interacts with the API/data lake [INT 5] Interface - Partner Level 1
● Interfaces between Mark43 and a verified partner vendor ● interface options and developer documentation available in the Mark43 developer portal ● Refer to the “Mark43 Partner Vendors” list Level 1 ● Mark43 requires minimal development and configuration work to setup this interface for customer ● Customer must accept interface within document functionality

[INT 6] Interface - Partner Level 2 ● Interfaces between Mark43 and a verified 207
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Interface Tier/SKU Mark43 Task Details Subscriber and Vendor Task Details partner vendor ● Interface options and developer documentation available in the Mark43 developer portal ● This interface requires some configuration and development per customer ● Customer must accept interface within parameters documented Maintenance and Support
Subject to the terms and conditions of the MSA, Mark43 will provide Maintenance Services for all deployed interfaces. Maintenance Services shall consist of the following: ● Mark43 will maintain the application software installed on the interface server(s) ● Mark43 will update the docker containers on the interface server(s) as part of the bi-weekly Mark43 release cycle ● Mark43 will resolve any defects in the operation of the interface in a timely manner

3.2 INTERFACE SCOPE Mark43 will provide interface services to Subscriber aligned with the appropriate interface tier in section 4.1. Interface Name Tier Direction 208
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22 Template Version 2.0
Coplink INT 5 Outbound to Coplink TriTech CAD INT 1 Inbound to Mark43 RMS Coplogic INT 5 Inbound to Mark43 RMS Crossroads Citations INT 5 Inbound to Mark43 RMS 3.3 INTERFACE IMPLEMENTATION SCOPE Mark43 and Subscriber will perform the tasks required to design, develop, optimize, test and integrate the Mark43 platform with third party systems as outlined in this SOW. Phases / Tasks Mark43 Task Details Subscriber Task Details Access
● Provide list of Mark43 employees requiring interfaces server access - these employees will be background-checked and CJIS-certified ● Provide Mark43 data lake access to Subscriber and/or third party vendor if applicable ● Provide Mark43 Public Endpoint access to Subscriber and/or third party vendor if applicable ● Set up interface servers that meet the interface server requirements detailed in the SLSA ● Provide the listed Mark43 employees VPN and server access credentials required for accessing the interface server ● Ensure the listed Mark43 employees are able to establish an SSH connection to the interface server over the VPN ● Provide Subscriber and/or third party vendor access to Mark43 based on the requirements in the attached Interface Access Requirements appendix (4.4) Assessment & Scoping ● Work with Subscriber to create an Interface Scope Bundle for each interface. The Interface Scope Bundle contains:
● Work with Mark43 and/or third party vendor to complete the Interface Scope Bundle and sign off on the document 209
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23 Template Version 2.0
Phases / Tasks Mark43 Task Details Subscriber Task Details ○ Interface Control Document (ICD) ○ Implementation plan ○ Interface User Acceptance Criteria ● Assist Subscriber with interface field mapping ● Provide Mark43 Developer Help Desk access and provide Mark43 product knowledge ● Receive sign off of the Interface Scope Bundle by the third party vendor if applicable ● Complete field-by-field mapping of data fields from the legacy system to Mark43’s external models ● Map the following legacy reference values to Mark43 reference values if applicable: ○ Attributes ○ Offense Codes ○ Name Report Links ○ Report Permissions ○ Name Associations/Relationships ○ Property Chain Event Types ○ Property Storage Locations Development (INT1, INT2, INT3, INT5)
● Work with Subscriber and/or third party vendor to develop the interface based on the signed Interface Scope Bundle o Develop interface to meet requirements specified in the signed Interface Control Document ● Develop interface based on the roles and responsibilities specified in the signed Interface Scope Bundle ● Provide test data and/or sandbox environment to develop against ● Provide external system product knowledge and technical assistance 210
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Phases / Tasks Mark43 Task Details Subscriber Task Details Development (INT4)
● Resolve any identified bugs and/or feature gaps with the Mark43 Public Endpoints and/or data lake if applicable ● Work internally and/or with third party vendor to develop the interface based on the signed Interface Scope Bundle o Develop interface to meet requirements specified in the signed Interface Control Document o Develop interface based on the roles and responsibilities specified in the signed Interface Scope Bundle Testing ● Provide a Mark43 test tenant to perform interface testing against ● Schedule the interface to run on the Mark43 test tenant if applicable ● Schedule the interface to run against the Mark43 test tenant if applicable Validation
● Correct valid bugs and make mapping change requests until the attached Interface User Acceptance criteria are met ● Mark43 will not perform data cleansing activities (e.g., custom formatting of text, incomplete location resolution, complex logic to populate missing data elements, etc.) to correct data quality issues in the external system ● Perform entity count validation on the imported data ● Perform field-level validation on the imported data ● Perform functionality validation by performing test workflows on the imported data ● Log bugs and mapping change requests found during imported data validation ● If applicable, perform data cleansing activities and/or workflow updates in the external system(s) to prevent bad data from being imported into Mark43 211
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Phases / Tasks Mark43 Task Details Subscriber Task Details Live Scheduling ● Schedule the interface to run on the Mark43 live tenant if applicable ● Schedule the interface to run on the Mark43 live tenant if applicable Maintenance ● Maintain the containers installed on the interface server used to run interfaces ● Monitor host status and interface throughput and notify Subscriber of unexpected deviations ● Maintain the interface code and schedule if applicable ● Maintain the Mark43 Public Endpoints and/or data lake views used by the interface if applicable ● Notify Subscriber of any changes to relevant Mark43 Public Endpoint and data lake views if applicable ● Maintain the interface servers ● Maintain additional interface access (e.g., file transfer directory, database access) if applicable ● Maintain Subscriber and/or third party vendor processes (e.g., file transfer, data warehouse updates, schedule to hit Mark43 endpoints, etc.) if applicable ● Notify Mark43 of any changes to the endpoint and or database tables/views used by the interface if applicable ● Submit Change Requests for changes to live interfaces that deviate from the signed Interface Scope Bundle ICD 3.4 INTERFACE ACCESS REQUIREMENTS Mark43 supports the following interface methods to suit the needs of customers, vendors and partners. 3.4.1 WEB SERVICE (RECOMMENDED) The recommended interface method is through the Mark43 public API library. Mark43 provides a standard set of public endpoints to get and post data to the Mark43 system. New endpoints can be developed and added to the library if the specified interface functionality is not currently supported by existing endpoints. Specifications: ● Secure RESTful API with live documentation and testing 212
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26 Template Version 2.0
● JSON data transfer via HTTPS ● Individual API authentication tokens provisioned for developers using the API 3.4.2 MARK43 DATA LAKE To support the needs of interfaces that require a direct database connection, the Mark43 data lake offers the ability to extract data through a read-only MS SQL database connection. Mark43’s cloud-hosted data lake offers the ability to connect reporting tools, pull custom queries for analysis, or run regular jobs for data extracts without requiring agencies to host an on-premise data warehouse. Mark43 provides a set of standard views that have been normalized and optimized for reporting. Mark43 can develop custom views for partner interface vendors and for special department needs upon request. Specifications: ● Secure, encrypted read-only connection to the Mark43 cloud-hosted data lake ● Microsoft SQL Server database ● Individual database accounts provisioned for developers, analysts, or other users requiring an account on the Mark43 data lake 3.4.3 FILE TRANSFER Agencies and vendors may opt to build an interface via file transfer. Mark43 provides a set of configurable file transfer options for ingestion into Mark43 and export from Mark43. Specifications: ● File transfer must occur in a directory accessible by the interface server ● Mark43 requires SFTP/SSH permission to the interface server and file transfer directory ● Mark43 requires permission to create directories and create, move, rename, and delete files in the file transfer directory ● Transferred files must be in a supported file type: XML (recommended), JSON, CSV, and standard open file formats (e.g., NIST) 3.4.4 DIRECT DATABASE Agencies and vendors may opt to provide direct access to a replica database for Mark43 to query against. Mark43 cannot build interfaces to query against live production databases. Specifications: ● The database must support connection via JDBC and/or Hibernate, an open source Java library for connecting to databases ● Mark43 requires read access to the database 213
DocuSign Envelope ID: 519301BD-30EB-4195-A2CF-4971463FD3CF323 Item # C9.

27 Template Version 2.0
● Agencies and vendors must provide properly indexed views (recommended) or tables to enable performant queries from Mark43 4. MESSAGE SWITCH INTERFACE 4.1 MESSAGE SWITCH INTERFACE SCOPE The following interfaces will be achieved through access to a CLIPS terminal licenses. Database Name Method CLETS/NCIC via CLIPS CLIPS Terminal (10 Device Licenses) ● CLIPS is a stand-alone product that supports all 300+ transactions available in CLETS. ○ CLIPS is licensed per device because it is installed on a physical device. ● To reduce duplicate entry, Mark43 will build a “pre-fill integration” with CLIPS. Data entered in the RMS can be pushed and pre-filled into CLIPS Subscriber is responsible for: • Providing Mark43 with the contact information for the agency’s federal and/or state message switch provider • Ensuring a Subscriber connection to NCIC and in-scope state and county databases • Completing and submitting any applications required for connection to federal and state databases and receiving application approvals within the specified project timeframe Mark43 is responsible for: • Configuring the Mark43 application to connect to the federal and/or state message switch • Interfacing the Mark43 application with the CommSys middleware to connect to the federal and/or state message switch 5. ESRI INTERFACE The Mark43 application utilizes ESRI geocoding services to resolve locations and addresses. The ESRI integration is required in order to resolve locations in the Mark43 application. The ESRI integration will require Mark43 and the Subscriber to implement an ESRI classifier and may also require an ESRI geolocator depending on the Subscriber’s provided spatial data. 214
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28 Template Version 2.0
• ESRI Classifier: Enables the Mark43 application to classify locations to their subdivisions with the ESRI classifier created from the Subscriber’s polygon shapefiles. • ESRI Geolocator: Enables the Mark43 application to support Subscriber’s additional spatial data such as street centerlines using ESRI to improve location resolution accuracy. Component Description Required Agency Setup ESRI Infrastructure Enables Subscriber to resolve locations using ESRI. Subscriber will require an ESRI classifier. Subscriber will require a geolocator in addition to a classifier if the Subscriber has spatial data in addition to a polygon shapefile (e.g. street centerlines) • Classifier and Geolocator
ESRI Data Sharing Enables Subscriber to share location data between Subscriber’s ESRI instance and the Mark43 application. • Group Sharing: Subscriber will establish a trusted connection with Mark43 by joining a Mark43-created custom Group on ArcGIS Online. Subscriber will then share spatial layers to the Group, thereby making them accessible by Mark43. Subscriber will be responsible for: • Providing polygon shapefiles to Mark43 • Sharing additional spatial with Mark43 if necessary • Maintaining and updating their own spatial data and polygon shapefiles • Joining any required groups or file shares to enable ESRI data sharing • Providing test locations for ESRI testing • Working with Mark43 to test ESRI location resolution Mark43 will be responsible for: • Building ESRI classifier and/or geolocators using Subscriber-provided spatial data • Working with Subscriber to test ESRI location resolution 215
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29 Template Version 2.0
Mark43 will not be responsible for: • Maintaining and updating Subscriber’s spatial data and polygon shapefiles 6. CUSTOM PDF EXPORTS The Mark43 Fillable PDFs feature enables an agency to create a custom, fillable PDF template that populates information mapped from supported fields in a standard Mark43 RMS report type. Subscriber will be responsible for configuring fillable PDF exports for use in the Mark43 application and providing the required software requirements outlined in the SLSA. Mark43 will be responsible for: ● Providing the agency with up-to-date documentation on how to use the Fillable PDF feature ● Troubleshooting, assisting with configuration training, and interacting with Subscriber-designed system administrators All other activities related to scoping, configuring, testing, and validating each fillable PDF will be the sole responsibility of Subscriber. 7. QUICKCRASH MODULE This section outlines the deliverables and responsibilities required to implement Mark43’s traffic module, QuickCrash. QuickCrash, will be an addition to the Mark43 RMS application. QuickCrash allows Subscriber to document collisions through the use of QuickCrash’s mobile app, tablet and desktop versions. QuickCrash will provide digital submissions to the state of California’s collision reporting repository, commonly referred to at SWITRS (Statewide Integrated Traffic Records System). QUICKCRASH FEATURES • MMUCC Compliant Data Capture • License Scanning • Collision Sketch Builder • Collision Data Sharing and Syncing between Devices • License Plate Lookup • Satellite Map with GPS Coordinates • Narrative/Templates • Narrative Dictation • Media/Photos Section • Report Review Process • PDF Rendering (email, send, print) • In App Feedback 216
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• Integrated with Mark43 RMS This will involve review, analysis, and acceptance of Mark43 QuickCrash performance and the coordination of project personnel, equipment, vehicles and facilities. Subscriber will have access to communicate with the Mark43 project manager to coordinate the execution of the project. Mark43 Responsibilities • Configure and enable QuickCrash application within the Mark43 RMS application • Conduct one 2-hour Train the Trainer session in the use of the QuickCrash module 217
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1 AMENDMENT NO. 1 TO

SOFTWARE LICENSE AND SERVICES AGREEMENT
This Amendment No. 1 to the Software License and Services Agreement (this “Amendment”), is dated as of ______, 2022, and is by and between Mark43, Inc., with offices at 250 Hudson Street, New York, NY 10013 (“Mark43”) and the City of Milpitas, California (“Subscriber,” and together with Mark43, the “Parties,” and each, a “Party”).

A. WHEREAS, the Parties have entered into that certain Software License and Services Agreement, dated as of June 30, 2021 (the “Existing Agreement”); and

B. WHEREAS, the Parties hereto desire to amend the Existing Agreement to update Schedule A of Exhibit A thereto, 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 n ot 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. Exhibit A, Schedule A is hereby deleted in its entirety and replaced with the Schedule A attached hereto. Scope documents for the added interface development and added data migration will be mutually agreed upon by the parties.

b. Section 3.2 (Interface Scope) of the Statement of Work set forth at Exhibit C is amended to include the following line item:

Interface Name Tier Direction
Dataworks Plus Morpho
County Mugshots
INT 1 Inbound to Mark43 RMS

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, h ave 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 328
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2 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, w hether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, 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 California.

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 t his 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 execut ed 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 wit h this Amendment (including the fees and expenses of its advisors, accountants, and legal counsel).

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3 IN WITNESS WHEREOF, the Parties have executed this Amendment No. 1 as of the date first written above.

Mark43, Inc.

By_____________________
Name:

Title:

City of Milpitas

By_____________________
Name:

Title:

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4 SCHEDULE A
Services Schedule

1. Services. The Services covered by this Agreement consists of the following:

a. Professional Services: Professional Services are detailed in the Statement of Work.

b. SaaS Services:

i. The Applications to be provided are as follows:

A. ANALYTICS (ANA) SKUs:

ANA 1: ANALYTICS BI SUITE VIEWER
Mark43’s Analytics BI Suite Viewer includes the following capabilities:
 Interactive dashboards that update visualizations based on filters and legends.  Drill into data points on visualizations for additional details and analysis.  Mark43 RMS clients will be able to link from the interactive dashboards directly to Mark43 RMS reports and cases.
 Segment (Pivot) and Filter by any available data explorer field to narrow down queries.  Visualize lat/long coordinates with pin and heat mapping functionality.  Visualize data with tables, column graphs, bar graphs, scatter plots, line graph, area graph, pie chart, single value, funnel, timeline and donut graphics.  Save dashboards for future access.
 Share dashboards with other Analytics Viewer and Explorer users at the department.  Export data into a variety of formats (Text, Excel, CSV, JSON, HTML, Markdown and PNG).
 Data from RMS/CAD modules is available in near-real-time  Analytics Viewer licenses provide licensees the ability to view and export business intelligence (BI) dashboards that are either (a) provided in Mark43's default BI suite or (b) created and shared by an Analytics Explorer of Subscriber. The number of user licenses for Analytics Viewers will be specified below.

ANA 1 SPECIFICATIONS/FEATURES:
 View/export business intelligence dashboards provided by Mark43  View/export business intelligence dashboards created and shared by a Subscriber Analytics Explorer user.

ANA 2: ANALYTICS BI SUITE EXPLORER
Mark43’s Analytics BI Suite (Explorer) includes the following capabilities:
 Interactive dashboards that update visualizations based on filters and legends.  Drill into data points on visualizations for additional details and analysis.  Mark43 RMS clients will be able to link from the interactive dashboards directly to Mark43 RMS reports and cases.
 Segment (Pivot) and Filter by any available data explorer field to narrow down queries.  Visualize lat/long coordinates with pin and heat mapping functionality.  Visualize data with tables, column graphs, bar graphs, scatter plots, line graph, area graph, pie chart, single value, funnel, timeline and donut graphics.  Save dashboards for future access.
 Share dashboards with other Analytics Viewer and Explorer users at the department.  Export data into a variety of formats (Text, Excel, CSV, JSON, HTML, Markdown and PNG).
 Data from RMS/CAD modules is available in near-real-time  Analytics Explorer licenses provide licensees the ability to perform all the actions of a Analytics View user plus the ability to create, modify and delete business intelligence dashboards. Analytics Explorer users can share their business intelligence dashboards with all of the Analytics Viewer and Analytics Explorer users of Subscriber. Analytics Explorer users can explore the data from any Data Explorer based Dashboard. The number of user licenses for Analytics Explorer Users will be specified below. 331
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5 ANA 2 SPECIFICATIONS/FEATURES:
 Analytics Explorer users can perform all the actions of an Analytics View user plus the ability to create, modify and delete business intelligence dashboards.  Analytics Explorer users can share their business intelligence dashboards with all of the Analytics Viewer and Analytics Explorer users of Subscriber.  Analytics Explorer users can explore the data from any Data Explorer based Dashboard.

Subscriber understands and agrees that third-party service providers may impose additional license, warranty and other terms on Subscriber. Subscriber agrees to enter into additional agreements as reasonably required by such third parties and Mark43, including, without limitation, a different warranty/SLA addressing uptime and maintenance.

B. COMPUTER AIDED DISPATCH (CAD) SKUs

N/A

C. DATA LAKE (DLK) SKUs

Mark43 Data Lake is a Microsoft SQL Server (MSSQL) Database that allows the Subscriber to access department data directly via SQL. This database is a near real-time replica of the live Mark43 database. Functionality of this product requires CAD 1: CAD Dispatch or RMS 1: RMS Core.

DLK 1: DATA LAKE - BASE
Provision and support for Data Lake to be used for data backups and Mark43-developed integrations.

DLK 1 PRODUCT SPECIFICATIONS/FEATURES:
 Shared Read-Only Data Lake access
 2 SQL user/svc accounts
 2 active connections

D. RECORDS MANAGEMENT SYSTEM (RMS) SKUs

RMS 1: RMS CORE
Mark43 Core Platform supports advanced functionality around report writing; data sharing; locations, persons, and entity management; and field-based reporting. RMS Core includes Mark43 Records Compliance functionality, which enables records personnel to efficiently generate compliance-related information required by governing LE authorities. The Records Compliance module seamlessly generates the CIBRS validations for officers, enabling workflows that ensure low error rates for submission, keep track of submissions, and generate the submission file from the data within the RMS).

RMS 1 PRODUCT SPECIFICATIONS/FEATURES:
 Arrest Reporting
 Case Management
 Case Supplemental Reporting
 Configurable Fields, Codes, and Validation Rules
 Field-Based Reporting
 Field Interviews / Racial profiling reporting
 File Attachments and Multimedia
 Gang Tracking
 Incident Reporting
 Location Verification / Resolution
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6  Master Entities / Name Index (Locations, Persons, Property, Organizations, and Vehicles)
 Missing Persons Reporting
 Multi-Agency Data Sharing
 Notifications and Agency-wide BOLO/Alerts
 PDF and CSV Exports
 Quick Search / Advanced Search
 Records Privacy (Sealing, Purging, and Expunging)
 Shapefile Management
 System Auditing
 Use of Force Reporting
 Tow / Impound Vehicle Reporting
 User Management
 Compliance code mapping for automated data capture
 View and create queue of reports needing records review  Data validation during report submission to ensure compliant reporting  Configurable fields and validation rules
 Ability for administrators to override automated SRS or NIBRS coding  Automatically generate monthly SRS and NIBRS submissions  Task & Request Tracking
 Records without a REN
 Behavior Crisis Report
 Flexible Report Configurations for custom report types (e.g. Permits, Registrations, False Alarm Reports, etc.)
 NIBRS workspace features:
o View history of previous NIBRS submissions and re-download previous submissions
o Submission summary statistics to understand number of reports, number or reports with errors, and current error rates
o Interactive dashboard allowing users to directly access reports that contain submission errors and require updates
o Customized error message for improved usability and step-by-step instructions for resolving errors

RMS 2: RMS CASE MANAGEMENT MODULE
The Mark43 Case Management module enables detectives to seamlessly use the RMS to manage their cases. Incidents that require further investigation or follow-up may be referred to an investigator before they are closed or submitted to the prosecutor for a charging decision.

Depending on the department’s size and policies, the assignment may be made to a patrol officer, generally the officer who responded to the original incident, or the department’s investigative unit.

Functionality of this module requires RMS 1: RMS Core.

RMS 2 PRODUCT SPECIFICATIONS/FEATURES:
 View and create case assignment and routing queues
 Assign lead investigator, supervisors, and assigned unit  Configurable case due dates and reminders
 Create and assign tasks and set due dates
 Create case notes for internal activity tracking
 View and download case associated files and multimedia  Export case information to PDF
 Search and sort cases by a number of criteria, including date, assignee, investigative unit, status, and more
 Configurable case type templates
 Configurable role-based Case Management permissions and abilities  Robust audit logs and activity tracking
 View case history from initial assignment through final disposition  Separate statuses for compliance reporting (UCR/NIBRS) and internal case status tracking
 Seamless integration between Case Management and RMS reporting and master entity profiles modules
333
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7  Availability of Case Management data in Analytics BI Suite for robust reporting capabilities
 Case review and approval workflows
 Automated triggered notifications and alerts
 Link related cases to one another

RMS 3: RMS PROPERTY AND EVIDENCE MANAGEMENT MODULE
Mark43 Property and Evidence Management Module and accompanying mobile application that supports the intake, management, auditing, and dispositioning of in-custody property and evidence.

Includes: barcode and label generation; tracking chain-of-custody; configuration of storage locations; configuration of chain-of-custody workflows; configuration of retention policies; ability to integrate with signature pads. Functionality of this module requires RMS 1: RMS Core.

RMS 3 PRODUCT SPECIFICATIONS/FEATURES:
 Seamless integration and data transfer between Property and Evidence Management Module with RMS reporting and master entity profiles  Robust property and vehicle data collection including NIBRS and UCR mapped fields
 Cross-reference existing property and vehicles during data collection  Item thermal label printing and barcode scanning for property and storage locations
 Chain-of-custody tracking and workflows
 Bulk evidence movement and processing
 Mobile evidence application for barcoding scanning, chain-of-custody updates, inventory/auditing, and more (Android and iOS supported)  Signature pad hardware integration, as well as electronic signature capture through mobile evidence application
 Audit and inventory tools and reporting across storage locations and responsible personnel
 Configurable retention policies based on linked offense codes and reason for police custody of property
 Automated disposition requests upon retention policy expiration and release timers
 Automated triggered notifications and alerts
 Configurable notification routing for disposition requests and approvals  Split items while maintaining integrity of chain-of-custody  Property staff remarks
 Search and sort evidence across a variety of criteria  Configurable storage location schema with up to ten layers of sub-locations  Configurable role-based evidence permissions and abilities  Support for unlimited property file and multimedia attachments  Configurable evidence label export format
 CSV and PDF template exports available including receipts and pull-sheets

RMS 4: RMS WARRANTS MODULE
RMS module that enables warrant administrators to actively log and track warrants within the Mark43 RMS. For an additional fee, the customer can select to include an integration with a message switch provider (see SKU PAR 4: Message Switch Integration). Functionality of this module requires RMS 1: RMS Core.

RMS 4 PRODUCT SPECIFICATIONS/FEATURES:
 Track warrants within your jurisdiction
 Track internal records workflows
 Track and update warrant service activities
 Automated warrant status updates
 File and multimedia attachments
 Search and sort warrants across a variety of criteria  Active warrant alerts on person profiles
 Configurable role-based warrant permissions and abilities  Exporting abstracts, notices (letters), and warrant activities 334
Item # C9.
8  Entry and cancellation of warrants in external databases (State-run databases or NCIC) with purchase of DEX 2: RMS Data Exchange and PAR 3: Message Switch Integration)
 Seamless integration between Arrest/Booking modules, and the Warrants module
 Integrated and cross-referenced master entity profiles (Persons, Property, Organizations, and Vehicles)
 Automated warrant creation via integration, and capability to hand-enter warrant data
 Availability of Warrant data in Analytics BI Suite for robust reporting capabilities

RMS 5: RMS HANDHELD MOBILE COLLECTION
RMS module that enables warrant administrators to actively log and track warrants within the Mark43 RMS. Functionality of this module requires RMS 1: RMS Core.

RMS 5 PRODUCT SPECIFICATIONS/FEATURES:
 Touch ID and Face ID login
 Capture and view photos
 Create notes using speech-to-text
 Scan driver’s licenses (select State support)
 Set current location on map using phone GPS
 Search and view integrated master entity profiles (Persons, Property, Organizations, and Vehicles)
 Search and view RMS reports
 Archive capability
 Seamless sync of data between mobile and web RMS applications  Create and pre-fill RMS report using mobile collection data

RMS 7: RMS FILLABLE PDFs
The Mark43 Fillable PDFs feature enables an agency to create a custom, fillable PDF template that populates information mapped from supported fields in a standard Mark43 RMS report type. Requires department license to Adobe Pro.

RMS 7 PRODUCT SPECIFICATIONS/FEATURES:
 Export custom, fillable PDF template based on non-Mark43 templates  Populate the fillable PDF template with the information entered in the linked Mark43 report type
 Configure which supported fields populate the fillable PDF using Adobe Pro  Support export templates that are not natively supported in the Mark43 RMS

RMS 8: QUICKCRASH REPORTING
Mark43’s QuickCrash Reporting module allows for seamless and mobile data collection, documentation and reporting on vehicle collisions.

RMS 8 PRODUCT SPECIFICATIONS/FEATURES:
 MMUCC (Model Minimum Uniform Crash Criteria) Compliant Data Capture  License Scanning
 Drag and Drop Diagram Builder
 Crash Data Sharing and Syncing between Devices
 License Plate Lookup
 Satellite Map with GPS Coordinates
 Narrative/Templates
 Narrative Dictation
 Media/Photos Section
 In-App Messaging
 PDF Rendering (email, send, print)
 In-App Feedback

2. Fees: For the Initial Term, the following Fees will apply:

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Item # C9.
9 Recurring Fees:

Mark43 SaaS Services Recurring Fees Qty (if applicable) List Price Price to Subscriber ANA 1: Analytics BI Suite Viewer
Not to exceed 10
licenses $1,200.00 $1,200.00
ANA 2: Analytics BI Suite Explorer
Not to exceed 2
licenses $960.00 $960.00
DLK 1: Data Lake Base 1 $10,000.00 $10,000.00
RMS 1: RMS Core
Not to exceed 93
sworn $111,600.00 $89,280.00
RMS 2: RMS Case Management
Not to exceed 93
sworn $44,640.00 $35,712.00
RMS 3: RMS Property and Evidence
Management
Not to exceed 93
sworn $44,640.00 $0.00
RMS 4: RMS Warrants
Not to exceed 93
sworn $44,640.00 $15,624.00
RMS 5: Mobile Field Collection
Not to exceed 93
sworn $44,640.00 $0.00
RMS 7: RMS Fillable PDFs Included $7,000.00 $4,900.00
RMS 8: QuickCrash Reporting
Not to exceed 93
sworn $11,160.00 $0.00
Subtotal - Mark43 SaaS Services $320,480.00 $157,676.00

Mark43 Professional Services Recurring Fees Qty (if applicable) List Price Price to Subscriber Support & Maintenance - Interfaces 1 $2,000.00 $0
Subtotal - Mark43 Professional Services $2,000.00 $0

Partner Products and Services Recurring
Fees Qty (if applicable) List Price Price to Subscriber None n/a n/a
Subtotal - Partner Products and Services $0 $0

Total Recurring Fees $322,480.00 $157,676.00*

*For the avoidance of doubt, this is the recurring fee that will serve as the baseline for the recurring fees to be charged during any Renewal Term. Additional increases may be applied at any time during the Initial Term if required quantities increase.

One-Time Fees:

Mark43 Implementation Tenant – One-Time Fees
Qty (if
applicable) List Price
Price to
Subscriber
Implementation Tenant (provisioning environments for
configuration, testing, & training during Implementation Period) 1 $309,320.00 $157,676.00 336
Item # C9.
10 Subtotal – Implementation Tenant $309,320.00 $157,676.00

Mark43 Professional Services – One-Time Fees
Qty (if
applicable) List Price
Price to
Subscriber
IMP 2: Implementation n/a $90,000.00 $63,000.00
Interface Development: Coplink n/a $0 $0
Interface Development: TriTech CAD n/a $15,000.00 $10,500.00 Interface Development: SWITRS/Crossroads n/a $0 $0
Interface Development: Coplogic n/a $0 $0
Interface Development: Morpho Mugshot n/a $15,000.00 $10,500.00 DCM 4: Evidence Standalone – Standard 1 source $25,000.00 $25,000.00 Subtotal - Professional Services $145,000.00 $109,000.00

Partner Products and Services – One-Time Fees
Qty (if
applicable) List Price
Price to
Subscriber
None n/a n/a
Subtotal - Partner Products and Services $0 $0

Total One-Time Fees $454,32000 $266,676.00

Contractor will notify Subscriber of any changes to the fees for any Renewal Term at least forty-five (45) days prior to the start of the Renewal Term. Any increase to the fees for any Renewal Term may not exceed the lower of three percent (3%) or the local CPI (Series ID: CUURS49BSA), year over year.

3. Payment Schedule.

a. Initial Term: Subscriber will pay the Fees detailed in Section 2 above according to the following schedule during the Initial Term.

Year Details of Payments and Due Dates Amount Due
1 Year 1 Payment, due according to the following schedule: $266,676.00 - Upon Approval of Project Plan $23,757.60
Upon Completion of Hardware & Software Installation $40,694.76 - Upon Completion of Functional Testing $40,694.76
- Upon Completion of Training $40,694.76
- Upon Completion of Go-Live $53,335.20
- Upon Final System Acceptance $40,694.76
- Upon 3 months Successful NIBRS/CIBRS Submission (Submission error rate <3%) $26,804.17
337
Item # C9.
11 2 Year 2 Payment, due on the first anniversary of the Effective Date. $157,676.00 3 Year 3 Payment, due on the second anniversary of the Effective Date. $157,676.00 4 Year 4 Payment, due on the third anniversary of the Effective Date. $157,676.00 5 Year 5 Payment, due on the fourth anniversary of the Effective Date. $157,676.00 6 Year 6 Payment, due on the fifth anniversary of the Effective Date. $157,676.00 6 YEAR TOTAL $1,044,556.00

b. Renewal Term: Fees for any Renewal Term will be paid in full in advance on the first day of the Renewal Term.
338
Item # C9.

CITY OF MILPITAS

AGENDA REPORT
(AR)

Item Title: Receive the 2021 General Plan Annual Progress Report and Authorize Submittal of the Report to the Governor’s Office of Planning and Research (OPR) (Staff Contact:

Jay Lee, Principal Planner, 408-586-3077)
Category: Consent Calendar-Community Development
Meeting
Date:
4/19/2022
Recommendation: Receive the 2021 General Plan Annual Progress Report and authorize the submittal of the report to the Governor’s Office of Planning and Research (OPR).

Background:

California Government Code Section 65400 mandates that all cities and counties submit an annual report on the status and progress on implementation of their General Plan, including the Housing Element, to their legislative bodies, the Governor’s Office of Planning and Research (OPR), and the Housing and Community Development (HCD) by April 1 of each year. The intent of this statute is to ensure that the General Plan directs land use decisions and remains an effective guide for the long-term physical development of a community. It also provides local jurisdictions a tool to assess its effectiveness in implementing its General Plan.

Due to the significant strain on City staff and services resulting from the current COVID-19 pandemic, the City was unable to meet the usual April 1 deadline for the 2021 APR for the other elements of the General Plan, but HCD will accept an APR after the deadline. Therefore, staff requests that the City Council receive the 2021 General Plan Annual Progress Report (Attachment 1) and authorize the submittal of the report to OPR.

Analysis:

The following information provides a brief recap of the 2040 General Plan and a summary of the General Plan implementation highlights for calendar year 2021.

General Plan Update
City Council adopted the 2040 General Plan on February 23, 2021. The 2040 General Plan, which establishes a new planning horizon of 2040, provides updated goals, policies, and implementation actions and addresses new planning issues such as air quality and energy, community design, and economic and fiscal sustainability.

Future development projects consistent with the General Plan Update will be eligible for CEQA streamlining through the Programmatic EIR. The General Plan Update also includes a detailed implementation plan, which provides the responsible department, priority, and timing for all implementation actions. The City will review implementation of the General Plan on an annual basis, amend the General Plan as necessary, and update the City’s Zoning Ordinance and planning documents to ensure consistency with the General Plan.

The 2021 General Plan Annual Progress Report (APR) highlights the City’s progress toward implementation of the 2040 General Plan, which was in effect for most of 2021.

General Plan Implementation Highlights
The 2021 General Plan APR (Attachment 1) provides the implementation highlights of the General Plan by element. The City’s key efforts to implement the goals and policies of the General Plan include but are not limited to comprehensive master plan updates and capital improvement projects.

The City completed, initiated, or continued updates to the following policies and comprehensive master plans:
339
Item # C10.

 ADU Visualization Tool by Symbium – Launched May 2021  Citywide VMT Policy – Adopted May 2021
 Smoke-Free Policies – Adopted June 2021
 Parks and Recreation Master Plan Update – Adopted December 2021  Development Handbook and Accessory Dwelling Unit (ADU) Toolkit – Completed December 2021  Milpitas Metro Specific Plan (formerly the Transit Area Specific Plan) – In progress  Gateway/Main St. Specific Plan (formerly the Midtown Specific Plan) – In progress  Objective Design Standards for Residential and Mixed-Use Developments – In progress  Housing Opportunity Zones – In progress
 Climate Action Plan (CAP) Update – In progress
 Trail, Pedestrian, and Bikeways Master Plan Update – In progress  Sewer Master Plan Update – In progress
 Water Master Plan Update – In progress
 Retail Tobacco Licensing Program – In progress

The City also designed or constructed capital improvements to transportation infrastructure, public utility systems, and public facilities. Refer to the 2021 General Plan APR (Attachment 1) for a detailed description of each implementation activity.

Policy Alternative:

Alternative 1: Do not authorize the submittal of the General Plan APR to OPR.

Pros: None.

Cons: The City would not be in compliance with Government Code Section 65400, which mandates all cities to submit an annual report on the status and progress on implementation of their General Plan to OPR each year.

Reasons not recommended: The General Plan APR assists OPR in identifying statewide trends in land use decision-making and informs modifications to OPR’s General Plan Guidelines. Failure to submit the General Plan APR to OPR would limit OPR’s ability to consider local planning and development activities in refining statewide planning goals and policies.

Fiscal Impact:

Preparation of the General Plan Annual Progress Report and submittal of the report to HCD will result in no fiscal impact to the City.

Environmental Review:

The action being considered is exempt from environmental review under the California Environmental Quality Act (CEQA) pursuant to CEQA Guidelines Section 15061(b)(3) in that the activity is covered by the general rule that CEQA applies only to projects which have the potential for causing a significant effect on the environment.

Recommendation:

Receive the 2021 General Plan Annual Progress Report and authorize submittal of the report to the Governor’s Office of Planning and Research (OPR).

Attachment:

1. 2021 General Plan Annual Progress Report
340
Item # C10.

Page 1 of 9 ends

Milpitas City CouncilApril 19, 2022

Milpitas City Council
April 19, 2022