Cities Index.
ATCH 2 - Agreement C2020-152

Napa City Council
May 19, 2026

Document
ATCH 2 - Agreement C2020-152
Meeting
May 19, 2026
Body
Napa City Council
Original file
3.8 MB
Text extracted from the city's file for reading and search. Open the original on napacity.legistar1.com. That file is the official record.

SOFTWARE LICENSE AND SERVICES AGREEMENT
City Agreement No. C2020-152
City Budget Code:

This Software License and Services Agreement (this "Agreement") is effective as of June 29, 2020 (the "Effective Date") by and between Mark43, Inc. ("Mark43"), with a place of business at 250 Hudson Street, 3rd Floor, New York, NY 10013, and the City of Napa, a California charter city ("Subscriber"), with a place of business at 955 School Street, Napa, CA 94559.

For good and valuable consideration, the receipt and sufficiency of which is hereby acknowledged, the parties agree as follows:

1. DEFINITIONS.

1.1 Defined Terms. Defined terms have the meanings set forth in this Article 1 (Definitions) and elsewhere in this Agreement when capitalized, and may be read in singular, plural or an alternative tense as the context requires.

1.2 "Affiliate" means, with respect to any entity, any other entity who, directly or indirectiy, 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.
"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. "Applications" means the Records Management System and other applications as described in Schedule A

1.5 "Authorized User" means an employee or independent contractor of Subscriber (solely to the extent such contractor is providing services to Subscriber), the County of Napa or another Affiliate, in each case who has been authorized by Subscriber to use the SaaS Services.

1.6 "Documentation" means the user guides and user manuals for the Saas Services that Mark43 provides to Subscriber.

1.7 "Go-Live" means the date of cutover to each respective Mark43 Application.

1.8 "Interface Control Document" means the agreement, if applicable, governing any integrations with Third Party Applications.

1.9 "Intellectual Property Rights" means all intellectual and industrial property rights, whether now existing or existing in the future, including without limitation, (i) all patent rights, including any rights in pending patent applications and any related rights; (i) all copyrights and other related rights throughout the world in works of authorship, including all registrations and applications therefor; (i) all trademarks, service marks, trade dress or other proprietary trade designations, including all registrations and applications therefor; (iv) all rights throughout the world to proprietary know-how, trade secrets and other confidential information, whether arising by law or pursuant to any contractual obligation of non-disclosure; and (v) all other rights covering industrial or intellectual property recognized in any jurisdiction.

1.10 "Professional Services" means the evaluation, consultation, implementation, customization, configuration and other professional services being provided by Mark43 in connection with the Saas Services.

1.11 "Regular Usage Period" for any Application is the period commencing upon the occurrence of Go- Live for that Application.

1.12 "SaaS Services" means the Applications, Software, and related software-as-a-service, hosting, maintenance and/or support services made available by Mark43 for remote access and use by Subscriber, including any Documentation thereto.
1 1.13 "Services" means the services provided or required to be provided by or through Mark43 pursuant to this Agreement, including without limitation, SaaS Services and Professional Services.

1.14 "Software" means the object code version of Mark43's computer software and all Updates made available by Mark43 to Subscriber under this Agreement.

1.15 Statement of Work" means the Implementation Statement of Work agreed upon by the Parties i connection with this Agreement and incorporated herein by reference

1.16 "Subscriber Data" means all data, information, content and other materials stored or transmitted by Subscriber and any Authorized User through the SaaS Services (i) in their user accounts; and (i) on any Third-Party Application, excluding any Third-Party Data and any Mark43 Data.

1.17 "Term" means the Initial Term and any Renewal Terms.

1.18 "Third-Party Application" means a third-party service (provided by a Third-Party Provider) approved by Mark43 and which may be connected to the Saas Services via an application programming interface or other means.

1.19 "Third-Party Components" means any components of the SaaS Services from time to time that are provided by Vendors (e.g., Google Maps).

1.20 "Third-Party Data" means any data owned by a Vendor or other third party that Mark43 provides to Subscriber via the Saas Service.

1.21 "Third-Party Provider" means third parties, including other vendors, state agencies and local agencies with whom Subscriber holds the direct relationship and/or directly contracts and that control products and/or databases with which Mark43 SaaS Services are to be interfaced

1.22 "Updates" means any and all new releases, new versions, patches and other updates for the Saas Services that Mark43 makes generally available without additional charge to its other subscribers of the Saas Services.

1.23 "Vendors" means third parties with whom Mark43 contracts to provide components of the Saas Services, and includes without limitation, Amazon Web Services (for platform hosting) and Google (for Google Maps).

1.24 "Website" means any Internet website through which Mark43 provides the SaaS Services under this Agreement.

2. SERVICES.

2.1 SaaS Services. Subject to the terms of this Agreement, and during the Term, Mark43 hereby grants a non-exclusive, non-transferable, non-sublicensable license to Subscriber and its Authorized Users to access and use the SaaS Services through the Website for Subscriber's internal purposes and in accordance with the terms and conditions of this Agreement. Mark43 will be responsible for hosting the Website, and Subscriber and its Authorized Users will be responsible for obtaining internet connections and other third-party software, hardware and services necessary for it to access the

2.2 23 Access to Documentation. Mark43 will provide Subscriber with access to the Documentation, as may be updated from time to time, via the Website or other means. Subscriber may print copies of, use and permit is Authorized Users to use, the Documentation solely in connection with the use of 2 2.4 Support Services. Mark43 will provide a 24/7 telephone-based help desk through which it will respond to inquiries about the SaaS Services from Subscriber via telephone. Mark43 also provides a 24/7 email-based help desk for the SaaS Services as set forth in Schedule A.

2.5 Restrictions on Use. Subscriber and its Authorized Users will not (and will not permit any third party to): (i) share Subscriber's or any Authorized User's login credentials; (i) 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; (vili) create or augment any mapping-related dataset including a mapping or navigation dataset, business listings database, mailing list, or telemarketing list) for use in an implementation that is not connected to the Services; (ix) use the Services or the Third-Party Data in violation of any Applicable Law; (x) introduce into the Services any viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature; (xi) use the Services to post advertising or listings; (xii) use the Services to defame, abuse, harass, stalk, or threaten others; (xiii) permit access or use of the Services by any individual outside the United States; (xiv) hide or obscure any Authorized User's location; (x) permit access or use of the Services, for any activities other than to enhance Subscriber's own services, where reliance solely on, or failure to use, the Services could lead to death, personal injury, or property damages.

Subscriber and its Authorized Users will not access the SaaS Services if Subscriber or its Authorized Users are 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 Additional Terms, as defined in Section 2.10 below.

2.6 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. Per CJIS Security Policy (Section

5.5.2.2(1.)), concurrent usage (or sign in) will be limited to those activities authorized by Subscriber, based on its operational business needs. Subscriber expects that individual officers will need to access the SaaS Services on multiple devices at the same time (e.g., their cell phone and their mobile data computer) using their unique login ID. Under no circumstances will Subscriber permit multiple users to share the same ID. Subscriber is responsible for all activities conducted within user accounts in use of the Saas Services. Subscriber shall comply with all 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, 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 Title. As between Mark43 and Subscriber, Mark43 retains title to and ownership of the Saas Services, including all copyrights and other Intellectual Property Rights relating thereto. Mark43's licensors and Vendors retain title to and ownership of the Third-Party Data and the Third-Party Components, including all copyrights and other intellectual property rights relating thereto. Subscriber will have no riahts with respect to the Saas Services, the Third-Party Data or the Third-Party Components other than those expressly granted under this Agreement. Any suggestions for changes or improvements to Services that Subscriber provides to Mark43, whether solicited by Mark43 or not, shall be owned by Mark43 and Subscriber hereby irrevocably assigns, and shall assign, to Mark43 all right, title, and interest in and to such suggestions. Mark43 shall have no obligation to incorporate such suggestion into its products or Services.

2.8 Subscriber Data. As between Mark43 and Subscriber, Subscriber owns and shall retain all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Subscriber Data. Subscriber shall have the sole responsibility for the accuracy, quality, and legality of the Subscriber Data, including obtaining all rights and consents necessary to share the Subscriber Data with Mark43 as set forth in this Agreement. Notwithstanding anything to the contrary contained herein, Subscriber hereby grants to Mark43 an irrevocable, worldwide, royalty free, non-exclusive, transferable, sublicensable license to use the Subscriber Data in anonymized and/or aggregated 3 form to: (a) provide the SaaS Services to Subscriber and/or other Mark43 customers, provided that Mark43 makes available to Subscriber functionality and services based on similar data obtained from other Mark43 customers that are similar to the functionality and services provided to such other customers based on such data and that Mark43 may not sell or offer for sale any Subscriber Data; (b) analyze the Subscriber Data in order to operate, maintain, manage, and improve the Saas Services, create new products and services, and share and/or license this aggregate data to Affiliates, agents, business partners, and other third parties; and (c) for Mark43's internal purposes to improve the Applications, Software, and related services, and any other uses disclosed in or related to performance under this Agreement or the Statement of Work.

2.9 Third-Party Applications. If Subscriber installs or enables a Third-Party Application for use with the SaaS Services, Subscriber grants (and will cause the applicable third party to grant) Mark43 permission to access Subscriber Data stored on that Third-Party Application as required for the interoperation of that Third-Party Application with the SaaS Services. In no event will Mark43 be responsible for any Third-Party Application, or for any failure of a Third-Party Application to properly interoperate with the SaaS Services. If Mark43 receives information that a Third-Party Application may violate any Applicable Laws or third-party rights, Subscriber will, promptly upon receiving notice of the foregoing from Mark43, disable any connection between such Third-Party Application and the SaaS Services to resolve the potential violation (and if Subscriber fails to promptly disable such connection, Mark43 shall have the right to do so). In addition, in the event that Subscriber fails to properly obtain the grant of rights for Mark43 to access and use Subscriber Data stored on Third- Party Applications or for Third-Party Data as required for the interoperation of such Third-Party Applications, Subscriber shall defend, indemnify, and hold harmless Mark43 from any and all claims based on Mark43's use of such Third-Party Applications or Third-Party Data in connection with this Agreement and the Services being provided hereunder.

2.10 Third-Party Components.
(a) Use of Third-Party Components. Mark43 may use Vendors to subcontract the performance of its duties and obligations hereunder and to provide certain functions of the Services, including without limitation, hosting and data analysis. Certain Vendor policies and terms and conditions of service shall apply to the Services. Such terms, or URL locator addresses for such terms are provided on Schedule D, as may be amended in writing from time to time ("Additional Terms").

If any of the Vendors and/or licensors of the Third-Party Components require Mark43 to flow down any Additional Terms to Subscriber, Subscriber's use of such Third-Party Components, incorporated into the Saas Services, shall be subject to such Additional Terms. In the event of any inconsistency or conflict between the Additional Terms and the terms of this Agreement, such Additional Terms shall govern with respect to Subscriber's use of the applicable Third-Party (b) DISCLAIMER REGARDING THIRD-PARTY COMPONENTS. MARK43, NOT BEING THE

PROVIDER OR MANUFACTURER OF THE THIRD-PARTY COMPONENTS, NOR THE

PROVIDERS' OR MANUFACTURERS' AGENT, MAKES NO EXPRESS OR IMPLIED

WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD-PARTY

COMPONENTS AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE

2.11 hird-Party Data. Subscriber shall access and use the Third-Party Data in accordance with tr rms and conditions of the agreement between the Subscriber and the provider of such Third-Par Data. MARK43, NOT BEING THE PROVIDER OR MANUFACTURER OF THE THIRD-PARTY

DATA, NOR THE PROVIDERS' OR MANUFACTURERS' AGENT, MAKES NO EXPRESS OR

IMPLIED WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD-PARTY DATA AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.

2.12 2.13 Changes to Services. Mark43 may make changes and Updates to its Services, provided that it 4 2.14 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. FEES AND PAYMENT TERMS.

3.1 Fees for Mark43 Services. Subscriber will pay Mark43 fees as stated in Section 4 of Schedule A (the "Fees") attached hereto in accordance with the payment schedule set forth in Section 5 of 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. Unless prohibited by local law, overdue payments will accrue interest at the lesser of one and one-half percent (1.5%) per month or the maximum allowable interest under Applicable Law, from due date until paid.

3.2 Third-Party Data and Third-Party Components. Additional fees may apply to the use of certain Third-Party Data and Third-Party Components, which if provided by Mark43, such fee may be included within the Fees. Mark43 may pass through any increase in such fees for Third-Party Components or Third-Party Data, relating to any existing Services, by giving Subscriber thirty 30) days' advance notice; provided however, in no case shall such increase exceed the lesser of three percent (3%) or the percentage increase in the trailing twelve (12) month average San Francisco Bay Area Consumer Price Index.

3.3 Taxes. Subscriber will pay all taxes, including sales, use, excise, and other governmental fees, duties, and charges (and any penalties, interest, and other additions thereto) that are imposed on Subscriber or Mark43 with respect to the transactions and payments under this Agreement (excluding taxes based on Mark43's income or employment) ("Indirect Taxes"). All Fees are exclusive of Indirect Taxes. If any such taxes are required to be withheld on any payment, Subscriber will pay such additional amounts as are necessary so that the net amount received by Mark43 is equal to the amount then due and payable under this Agreement.

4. TERM AND TERMINATION.

4.1 Term.
(a) Initial Term. The initial term of this Agreement begins on the Effective Date and will continue for the period set forth on Schedule A, unless and until terminated in accordance with Section 4.2 (the "Initial Term").
(b) Renewal Terms. This Agreement may be renewed by Subscriber as set forth on Schedule A by providing Mark43 with written notice of renewal at least thirty (30) days prior to the expiration of the then-current term (each, a "Renewal Term").

4.2 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) Termination for Breach by Subscriber. If Mark43 reasonably determines that Subscriber's use of the Services either: (i) fails to comply with the Restrictions on Use in Section 2.5; (i) poses a security risk to the Services or any third party, (iii) creates or is likely to create an adverse impact on Mark43's systems, the Services, or the systems or content of any other subscriber; or (iv) subjects Mark43 or its Affiliates to possible liability, then Mark43 may immediately upon notice temporarily suspend Subscriber's and any Authorized User's right to access any portion or all of the Services, pending remedial action by Subscriber, or after a period of 30 days, terminate the (c) Termination for Convenience. Subscriber may terminate this Agreement at any time without cause upon sixty (60) days' prior written notice to Mark43. Termination shall be effective on the Ten ain for Comes on P date set forth in the City's notice. Upon termination under this paragraph, Mark43 shall be entitled to compensation for all Services rendered prior to the effective date of termination. (d) ermination for Non-Appropriation. Subscriber's payment obligation under this Agreemer xtends only to funds appropriated annually by Subscriber or Subscriber's governing body for th purpose of the Agreement. For each succeeding fiscal period covered by this Agreement, Subscriber or other applicable agency or department responsible for this Agreement agrees to include in its budget request appropriations sufficient to cover the annual financial obligations under this Agreement. If Subscriber is appropriated insufficient funds to continue annual payments under the Agreement, Subscriber may terminate the Agreement by giving Mark43 not less than 30 days' prior written notice. Upon termination under this paragraph, Mark43 shall be entitled to compensation for all Services rendered prior to the effective termination date, plus any prepaid Fees, as well as reimbursement for reasonable costs actually incurred in closing out this Agreement beyond the Transition Assistance included herein.

4.3 Effect of Termination. In the event of any termination or expiration of this Agreement, (a) Subscriber will pay Mark43 all amounts payable hereunder as of the termination or expiration (b) all rights and licenses granted hereunder to Subscriber (as well as all rights granted to any Authorized Users of Subscriber) will immediately cease, including but not limited to all use of the SaaS Services; and
(c) Mark43 will provide records to Subscriber in accordance with its transition assistance services (Transition Assistance") as set forth in Schedule B.
(a) Subscriber will, upon written request of Mark43, either return to Mark43 or provide Mark43 with certification of the destruction of, all documents, computer files and other materials containing any Confidential Information of Mark43 that are in Subscriber's possession or control.

4.4 Survival. The following provisions will survive any termination or expiration of this Agreement:

Data"), Section 4.3 ("Effect of Termination"), Section 5 ("Confidentiality"), Section 6.2 ("No Other Section 10
("Miscellaneous"), Schedule B ("Transition Assistance") and this Section 4.4 ("Survival").

5. CONFIDENTIALITY.

5.1 Definition of Confidential Information. For the purposes of this Agreement, "Confidential Information" means: (a) with respect to Mark43, the SaaS Services, and any and all source code relating thereto, as well as Documentation and non-public information or material regarding Mark43's legal or business affairs, financing, customers, properties or data, and (b) with respect to Subscriber, any non-public information or material regarding Subscriber's legal or business affairs, financing, customers, properties or data. Notwithstanding any of the foregoing, Confidential Information does not include information which: (i) is or becomes public knowledge without any action by, or involvement of, the party to which the Confidential Information is disclosed (the "Receiving Party"); (ii) is documented as being known to the Receiving Party prior to its disclosure by the other party (the "Disclosing Party"); (iii) is independently developed by the Receiving Party without reference or access to the Confidential Information of the Disclosing Party and is so documented; or (iv) is 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. Notwithstanding anything to the contrary set forth herein, to the extent required to be disclosed pursuant to any Public Records Request (as definec in Section 5.6(a) below), the terms of this Agreement shall not be deemed ta be "Confidential

5.2 Agreement; (i) subject to Section 5.4 below, restrict disclosure of such Confidential Information within the Receiving Party's organization to only those of the Receiving Party's employees and independent contractors who have a need to know such Confidential Information in connection with the Receiving Party's performance of this Agreement and (iii) except as provided herein, not disclose suck Confidential Information to any third party unless authorized in writing by the Disclosing Party to do

5.3 Protection of Confidential Information. The Receiving Party will protect the confidentiality of any Confidential Information disclosed by the Disclosing Party using at least the degree of care that it uses to protect its own confidential information (but no less than a reasonable degree of care).

5.4 Information and require such employee or independent contractor to comply with the Receiving Party's obligations hereunder with respect to such Confidential Information.

5.5 Compelled Disclosure. A disclosure by one party of Confidential Information of the other party to the extent required by Applicable Laws 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.

5.6 Public Records.
(a) For purposes of this Section 5 (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) Notwithstanding anything contained in this Section 5 (Confidentiality), in the event that Subscriber or any Affiliate receives a Public Records Request seeking the disclosure of Confidential Information of Mark43 or any other records relating to Mark43 or the Mark43 Service, Subscriber shall provide notice to Mark43 within at least two (2) business days of Subscriber's receipt of the request. Subscriber shall specifically identify any such records that Subscriber intends to disclose and, if such records exceed ten (10) individual documents, Subscriber shall also provide electronic copies of such records to Mark43, in each case no fewer than eight (8) business days prior to disclosure (and if eight (8) business days is not practicable, in no event fewer than five (5) business days), provided that nothing herein shall constitute a waiver of any right of Mark43 under applicable law to obtain additional time to review the records prior to disclosure. Nothing herein is intended to relieve Subscriber from complying, at its own expense, with any obligations to assert defenses to Public Records Request disclosures. Mark43 believes that disclosure of its Confidential Information would cause substantial competitive harm to Mark43.

5.7 Information Collected Through SaaS Services. Subscriber is solely responsible for compliance with applicable laws related to the manner in which Subscriber chooses to use the Services, including Subscriber's transfer and processing of Subscriber Data. Subscriber understands and agrees that when it uses certain features of the SaaS Services, certain information and data may be collected from Authorized Users, including monitoring and recording activity, and tracking physical location, which may include personal identifying information. Subscriber agrees that Mark43 may use such information to (i) provide more effective Services, (ii) to develop and test its Services, (iii) to aggregate such information and combine it with that of other Users, and (iv) to use anonymous aggregate data to improve the Services or for marketing, research or other business purposes. Provision of Services may involve the disclosure of such information to Vendors or Affiliates on the condition that they agree to treat such information in a manner substantially in accordance with this Agreement.

Subscriber may revoke its consent to Mark43's collecting and using such data at any time by written notice to Mark43; provided, however, that Subscriber agrees that such revocation of consent may

5.8 CJIS Standards; Employee Background Checks.
(a) Subscriber understands and agrees that Mark43 utilizes Vendors ("Hosting Providers") to hos he SaaS Services. As of the Effective Date of this Agreement, Mark43 utilizes Amazon Wel Services (AWS) as its Hosting Provider for the SaaS Services. (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)

6. REPRESENTATIONS AND WARRANTIES.

6.1 Power and Authority. Each party represents and warrants that it has the full right, power anc authority to enter into this Agreement and to discharge its obligations hereunder and that the person 7 ATT
signing this Agreement on behalf of the party has the authority to bind that party. Subscriber represents and warrants that it has obtained, and shall have, all necessary approvals, consents, and authorizations necessary for procurement under this Agreement and that its obligations under this Agreement do not, and shall not, exceed any budget authority limitations, during the Term of this

6.2 No Other Warranties. Use of the SaaS Services is not intended to be a substitute for the professional judgment of dispatchers, law enforcement officers, or first responders.

Services do not provide legal advice. Subscriber shall be responsible for all its own actions or failure to act in connection with the SaaS Services. THE SERVICES, THE THIRD-PARTY COMPONENTS, AND THE THIRD-PARTY DATA ARE PROVIDED "AS IS." MARK43 ASSUMES NO

RESPONSIBILITY OR RISK FOR SUBSCRIBER'S USE OR MISUSE OF, OR FAILURE TO USE, THE INFORMATION PROVIDED THROUGH THE SAAS SERVICES. DUE TO THE NATURE OF SOFTWARE AND THE INTERNET, MARK43 CANNOT GUARANTEE THAT EVERY ERROR IN THE SAAS SERVICES OR PROBLEM RAISED BY SUBSCRIBER WILL BE RESOLVED. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION 6 NEITHER PARTY MAKES ANY WARRANTY

IN CONNECTION WITH THE SERVICES, THE THIRD-PARTY COMPONENTS, THE THIRD-

PARTY DATA OR THIS AGREEMENT AND HEREBY DISCLAIMS ANY AND ALL IMPLIED OR

STATUTORY WARRANTIES, INCLUDING ALL IMPLIED WARRANTIES OF TITLE,

MERCHANTABILITY, NONINFRINGEMENT, FITNESS FOR A PARTICULAR PURPOSE, ERROR-

FREE OR UNINTERRUPTED OPERATION OR THAT THE SERVICES, THIRD-PARTY

COMPONENTS AND THIRD-PARTY DATA ARE UP TO DATE, ACCURATE OR COMPLETE,

SECURE FROM LOSS OR DAMAGE, OR FREE OF HARMFUL COMPONENTS, AND ANY WARRANTIES ARISING FROM A COURSE OF DEALING OR USAGE OF TRADE. To the extent that a party may not as a matter of Applicable Law disclaim any implied warranty, the scope and duration of such warranty will be the minimum permitted under such law.

7. LIMITATION OF LIABILITY.

7.1 Liability Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY

INDIRECT, SPECIAL, PUNITIVE, EXEMPLARY OR CONSEQUENTIAL DAMAGES OR FOR ANY

OTHER DAMAGES ARISING OUT OF OR IN CONNECTION WITH THE FURNISHING,

PERFORMANCE, OR USE, OR FAILURE OF THE SERVICES, THE THIRD-PARTY

COMPONENTS OR THE THIRD-PARTY DATA PROVIDED UNDER THIS AGREEMENT,

INCLUDING WITHOUT LIMITATION, PERSONAL INJURY, DEATH, DAMAGE TO PROPERTY,

ENVIRONMENTAL DAMAGE, LOSS OF PROFITS, REVENUES, ANTICIPATED SAVINGS,

CUSTOMERS, OPPORTUNITIES, DAMAGE TO PRIVACY, REPUTATION OR GOODWILL OR

UNAVAILABILITY OF THE SERVICES, REGARDLESS OF WHETHER THE PARTY LIABLE OR

ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF.

7.2 Limitation of Damages. MARK43'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO

THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE

CAUSE OF ACTION (WHETHER IN CONTRACT, TORT, BREACH OF WARRANTY OR

OTHERWISE), WILL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID AND PAYABLE TO MARK43 BY SUBSCRIBER DURING THE TWELVE (12) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ARISES; PROVIDED HOWEVER, THAT MARK43'S INDEMNITY OBLIGATIONS PURSUANT TO SECTION 8.1(iii) SHALL 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. MARK43 SHALL HAVE NO LIABILITY ARISING OUT OF OR RELATING TO THE THIRD-PARTY COMPONENTS OR THE THIRD-PARTY DATA.

7.3 Exceptions. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 7.1 AND SECTION 7.2 SHALL NOT APPLY TO DAMAGES

ARISING FROM EITHER PARTY'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT (OTHER THAN MARK43'S OBLIGATIONS PURSUANT TO SECTION 8.1(iii)) OR EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

8. INDEMNIFICATION.

8.1 Indemnification by Mark43. Mark43 will defend, indemnify and hold harmless Subscriber and its Authorized Users, and each of its elected and appointed officials, officers, agents, volunteers and employees from any and all claims, liabilities, costs and expenses (including reasonable attorney's fees and expert and consulting fees) in connection with any third-party claim arising after the Effective 8 F
Date: (i) resulting from Mark43's gross negligence or willful misconduct; (i) resulting from the actual or alleged violation of Applicable Law by Mark43 or any Affiliate, employee, agent or independent contractor of Mark43; (iii) resulting from Mark43's breach of this Agreement; or (iv) that the use of the SaaS Services (excluding any open source software) in accordance with this Agreement infringes or misappropriates the United States intellectual property rights of a third party; provided, however, that the foregoing obligations shall be subject to Subscriber (a) promptly notifying Mark43 of the claim, (b) providing Mark43 with reasonable cooperation in the defense of the claim when Subscriber becomes aware and (c) providing Mark43 with sole control over the defense and negotiations for a settlement or compromise; provided, however, that Mark43 shall not enter into any such settlement without Subscriber's prior written consent, which consent will not be unreasonably withheld, and that Subscriber shall be permitted to participate in the defense of any such claim, at its own expense, with counsel of its choosing. Notwithstanding the foregoing, Mark43 shall have no obligation with respect to a third-party claim to the extent the third-party claim arises from: (s) claims arising out of acts or omissions of Subscriber or its users, employees or contractors; (t) claims brought by Subscriber or its Affiliates or Authorized Users; (u) claims arising from the use of old versions of software after receipt of modified or updated versions of software; (v) claims arising from the use of Third-Party Applications, l Third-Party Components or Third-Party Data unless such claims are caused in whole or in part by the active negligence or willful misconduct of Mark43; (w) claims arising from any data, product specifications, information or materials provided by Subscriber hereunder, when used in connection with the SaaS Services or any customization or configuration made to the SaaS Service proposed by or provided by Subscriber under a Statement of Work; (x) use of the SaaS Services in combination with modules, apparatus, hardware, software, or services not authorized by Mark43 or specified in the Documentation for use with the SaaS Services; (y) use of the SaaS Services in a manner that is not in accordance with this Agreement or the Documentation; (z) the alteration or modification SaaS Services by a party other than Mark43, unless such alterations and modifications were authorized by Mark43 or specified in the Documentation for use with the Saas Services.

8.2 Indemnification by Subscriber. Except where prohibited by law, Subscriber will defend, indemnify and hold harmless Mark43 and its Affiliates, and each of their officers, directors, managers, shareholders, members and employees from any and all claims, liabilities, costs and expenses (including reasonable attorney's fees and expert and consulting fees) in connection with (I) any third- party claim arising from or relating to (i) any allegation that any data, product specifications, information or materials provided by Subscriber hereunder, including, without limitation, the Subscriber Data and Third-Party Applications, when used in connection with the SaaS Services or any customization or configuration made to the SaaS Service proposed by or provided by Subscriber under a Statement of Work: (a) infringes or misappropriates any Intellectual Property Rights of a third party, or (b) violates any Applicable Laws; (ii) the actual or alleged violation of Applicable Law by Subscriber, any Authorized User, or any Affiliate, employee, agent or independent contractor of Subscriber; or (iii) Subscriber's breach of this Agreement; provided, however, that the foregoing obligations shall be subject to Mark43 (x) promptly notifying Subscriber of the claim, (y) providing Subscriber with reasonable cooperation in the defense of the claim and (z) providing Subscriber with sole control over the defense and negotiations for a settlement or compromise; provided, however, that Subscriber shall not enter into any such settlement without Mark43's prior written consent, which consent will not be unreasonably withheld, and that Mark43 shall be permitted to participate in the defense of any such claim, at its own expense, with counsel of its choosing; (I) disabling a connection to a Third-Party Application at Subscriber's request; (III) Subscriber's actions or failure to act, resulting in any third-party claim for personal injury or death, damage to personal property or reputation, environmental damage, interference with contract or employment, or violation of privacy; (IV) any request pursuant to a judicial or governmental order or other similar process, including but not limited to a subpoena or FOIA request or discovery request, seeking the disclosure of any an or roll Subscriber Data or other information collected or maintained by Mark43 in connection with the SaaS Services. In no event shall Clause (IV) include any Public Records Act request as defined in Section

5.6(a). For the avoidance of doubt, and without limiting the foregoing, Subscriber hereby acknowledges that Mark43 shall have no implicit or explicit obligation to challenge, oppose or defend against any request described in Clause (IV) of this subsection unless and until Subscriber reaffirms that it will honor its indemnification obligations as provided herein.

9. INSURANCE.

9.1 Without limiting Mark43's indemnification obligations in section 10, Mark43 will procure and maintain throughout the Term, the following policies of insurance and endorsements from insurers (if other than the State Compensation Fund) with a current A.M. Best rating of no less than A:VIl or its 9 equivalent against injury/death to persons or damage to property which may arise from or in connection with the activities hereunder of Mark43, its agents, employees or subcontractors:
(a) General Liability Policy. Comprehensive or Commercial General Liability Insurance ("CGL") at least as broad as Insurance Services Office Commercial General Liability coverage (occurrence form CG 0001), in an amount of $1,000,000 per occurrence. If the Services involve explosive, underground or collapse risks, XCU will be included. If a general aggregate limit is used, either the general aggregate limit will apply separately to this Agreement or the general aggregate will be twice the required occurrence limit
(b) Automobile Liability Policy. Automobile liability insurance with coverage at least as broad as ISC Form numbers CA 0001 06 92, Code 1 (any auto), for owned vehicles used in the performanc of this Agreement with minimum coverage of not less than $1,000,000 per accident, combined single limit.
(c) Workers' Compensation. Workers' Compensation insurance meeting statutory limits of the Labor Code. The workers' compensation policy will contain or be endorsed to contain a waiver of subrogation against Subscriber, its officials, officers, agents, and employees. (d) Professional Liability. Professional lability insurance insuring against Mark43's errors and omissions in performing the Services, with a policy limit of at least $1,000,000. The professional liability insurance will include prior acts coverage sufficient to cover all Services provided by Mark43, and which will remain in effect for four years following expiration or termination of this Agreement.

9.2 Endorsements. The CL and automotive liability policies will contain or be endorsed with the following provisions:
(a) Subscriber, its officers, elected or appointed officials, employees, volunteers, and agents, are included as additional insureds for liability arising out of the operations performed by or on behalf of Mark43
(b) Mark43's insurance is primary and no insurance held by Subscriber will be called upon to contribute to a loss.
(c) The inclusion of more than one insured will not operate to impair or limit the rights of one insured against another, and the coverage will apply as though separate policies have been issued to each insured.

9.3 All Policies
(a) For all insurance policies required under this Agreement, prior to the execution of this Agreement, Mark43 will furnish the Subscriber with certificates and original endorsements effecting the required coverage. Each certificate of insurance (except for that of the Professional Liability policy) will state that the coverage afforded by the policy or policies will not be cancelled, or allowed to expire without at least 30 days' written notice to Subscriber, unless due to non-payment of premiums, in which case at least 10 days written notice is required. Additionally, Mark43 will provide notice to Subscriber of the cancellation of any of the policies required hereunder or the reduction of any of the policies below the limits required by the Subscriber as soon as practicable.

Each required policy will include an endorsement providing that the insurer agrees to waive any right of subrogation it may have against the Subscriber. The endorsements will be on forms provided by Subscriber or as approved by Subscriber's Risk Manager. (b) Any deductible or self-insured retention of $100,000 or more will be disclosed to Subscriber prior to Subscriber's execution of this Agreement and is subject to approval by Subscriber. (c) If Mark43 does not keep all required insurance policies in full force and effect, Subscriber may, in addition to other remedies under this Agreement, terminate or suspend this Agreement.

10. MISCELLANEOUS.

10.1 Notices. Unless otherwise specified herein, all notices and other communications between the parties required or permitted by this Agreement or by Applicable Law, will be deemed properly given, if given by (i) personal service, (ii) registered or certified mail, postage prepaid, return receipt requested, or (iii) nationally recognized private courier service, to the respective addresses of the parties set forth below or such other addresses as the respective parties may designate by like notice from time to time. Notices so given will be effective upon (a) receipt by the party to which notice is given; or (b) on the fifth (5th) business day following mailing, whichever occurs first:
10 E
If to Mark43: If to Subscriber:

Mark43, Inc. City of Napa
250 Hudson Street 1539 First Street
3'd Floor Napa, CA 94559
New York, NY 10013 Attn: Gus Ulloth
Attn: David Jochim Email: [email protected]
Email: [email protected]
Copy to: Copy to:

Mark43, Inc. City of Napa
250 Hudson Street 1539 First Street
3rd Floor Napa, CA 94559
New York, NY 10013 Attn: Imelda Preciado
Att: General Counsel Email: [email protected]
Email: [email protected]

10.2 Assignment. Neither party may assign or otherwise transfer any of its rights or obligations under this Agreement without the prior, written consent of the other party; provided, however, that a party may, without the consent of the other party, assign or otherwise transfer this Agreement to any of its Affiliates or to an entity with or into which it is merged or consolidated or to which it sells its stock or other equity interests or all or substantially all of its assets. Any assignment or other transfer in violation of this section will be null and void. Subject to the foregoing, this Agreement will be binding upon and inure to the benefit of the parties hereto and their permitted successors and assigns.

10.3 Governing Law. This Agreement will be governed by the internal laws of the State of California, and any disputes between the parties may be resolved in a state or federal court of competent jurisdiction within the State of California. EACH PARTY HEREBY WAIVES ANY RIGHT TO A JURY

TRIAL IN CONNECTION WITH ANY ACTION OR LITIGATION IN ANY WAY ARISING OUT OF OR RELATED TO THIS AGREEMENT.

10.4 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) shail 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 he 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 10.4 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.

Force Majeure. Except with respect to failure to pay any amount due under this Agreement onperformance of either party will be excused to the extent that performance is rendered impossibl

10.6 No Waiver. The failure of either party to enforce at any time for any period any provision hereof will not be construed to be a waiver of such provision or of the right of such party thereafter to enforce 11 each such provision, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver of any rights is to be charged against any party unless such waiver is in writing signed by an authorized representative of the party so charged.

10.7 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.

10.8 Relationship of the Parties. The relationship of the parties established by this Agreement is that of independent contractors and nothing contained herein will be construed to (a) give any party any right or authority to create or assume any obligation of any kind on behalf of any other party or (b) constitute the parties as partners, joint ventures, co-owners or otherwise as participants in a joint or common undertaking.

10.9 Severability. Any term or provision of this Agreement that is invalid or unenforceable in any jurisdiction will, to the extent the economic benefits conferred thereby to the parties remain substantially unimpaired, be ineffective to the extent of such invalidity or unenforceability without rendering invalid or unenforceable the remaining terms and provisions or affecting the validity or enforceability of any of such terms or provisions in any other jurisdiction.

10.10 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.

10.11 Counterparts. This Agreement may be executed, including by electronic signature, in two or more counterparts, each of which shall be an original and all such counterparts together shall constitute one and the same instrument. Electronically executed or electronically transmitted (including via facsimile transmission) signatures have the full force and effect of original signatures.

10.12 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

10.13 Export Compliance. In connection with this Agreement, each party will comply with all applicable import, re-import, export, and re-export control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country-specific economic sanctions programs implemented by the Office of Foreign Assets Control.

10.14 Compliance with Laws. Each party shall comply with all Applicable Laws relating or pertaining to the Services and the use thereof. Subscriber shall ensure that its use of all Subscriber Data complies with all Applicable Laws relating to the privacy of third parties or the protection of their personal data promulgated by any governmental, municipal, or legal authority having jurisdiction over Subscriber or the End User Data covered by this Agreement. Each party shall comply with local anti-bribery laws as well as the U.S. Foreign Corrupt Practices Act, as well as any other applicable laws and regulations. In connection with its performance under the Agreement, neither party shall directly or indirectly: (A) offer, pay, promise to pay, or authorize the payment of any money, gift or other thing of value to any person who is an official, agent, employee, or representative of any government or instrumentality thereof or to any candidate for political or political party office, or to any other person while knowing or having reason to believe that all or any portion of such money, gift or thing of value will be offered, given, or promised, directly or indirectly, to any such official, agent, employee, or representative of any government or political party, political party official or candidate: (B) offer, promise or give any person working for, or engaged by, the other party a financial or other advantage to (i) induce that person to perform improperly a relevant function or activity; or (i) 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.

10.15 Certain Waivers Unenforceable. Subscriber agrees that it will not ask Mark43, or any Mark43 employee or contractor, to sign a document that waives liability for property damage, injury, or death that occurs on Subscriber's real property or property (such as vehicles) that is owned or controlled by Subscriber, or in the course of performing a ride-along or comparable activity with Subscriber's 12 personnel. Subscriber further agrees that any waiver signed by a Mark43 employee or contractor is null, void, and unenforceable against Mark43 and its employees and contractors.

10.16 Entire Agreement. This Agreement supersedes all previous understandings, agreements and representations between the parties, written or oral and constitutes the entire agreement and inderstanding between the parties with respect to the subject matter thereof and incorporates al representations, warranties, covenants, commitments and understandings on which they have relie in entering into this Agreement, and, except as provided for herein, neither party makes any covenant or other commitment concerning its future action nor does either party make any promises, representations, conditions, provisions or terms related thereto.

10.17 Supporting Documents.

The following documents are, by this reference, expressly incorporated into this Agreement and are collectively referred to herein as the "Supporting Documents:" • Schedule A: Services Schedule
• Schedule B: Transition Assistance
Schedule C: Technical Requirements
• Schedule D: Additional Terms
Schedule E: Data Processing Addendum
This Agreement and the Supporting Documents shall be construed to be mutually complementary and supplementary whenever possible. In the event of a conflict that cannot be resolved, the provisions of this Agreement itself shall control over any conflicting provisions in any of the Supporting 13 IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

CITY OF NAPA, a California charter city MARK43, INC.

By: 511V
Steve Potter, City Manager
Name: Met thow N. Polege
ATTEST: Title: Cofounder E. Vice Puresident
tulay Cangu Date: 6/19/2020
Tiffany Carranza, City Clerk
Date: 4/29.2020
COUNTERSIGNED:
1ou Rieserbug
JoyjRieseberg, City Auditor
APPROVED AS TO FORM:

Sabrina S. Wolfson, Deputy City Attorney
14 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 described as follows:

A. ANALYTICS (ANA) SKUs
ANA 1: ANALYTICS BI SUITE VIEWER
Mark43's Analytics B| 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 ntelligence (BI) dashboards that are either (a) provided in Mark43's default Bl 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 Data from RMS/CAD modules is available in near-real-time • •
Analytics Explorer licenses provide licensees the ability to 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. The number of user licenses for Analytics Explorer Users will be specified below. 15 • 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
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
iark43 Core Platform supports advanced functionality around report writing; data sharing cations, persons, and entity management; and field-based reporting. RMS Core includes Mark4 Records Compliance functionality, which enables records personnel to efficiently generate compliance-related information required by governing LE authorities. The Records Compliance nodule seamlessly generates the Federal NIBRS and SRS 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
Master Entities / Name Index (Locations, Persons, Property, Organizations, and Vehicles)
Missing Persons Reporting
Multi-Agency Data Sharing
Notifications and Agency-wide BOLO/Alerts
16 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 NIBRS workspace features:
. View history of previous NIBRS submissions and re-download previous submissions
• Submission summary statistics to understand number of reports, number or reports with errors, and current error rates
Interactive dashboard allowing users to directly access reports that contain submission errors and require updates
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 that 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 betore 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
• Availability of Case Management data in Analytics Bl 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 ATTACHMENT 2
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 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
Contigurable 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. 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 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
18 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

2. Initial Term. The Initial Term is the six (6) year period commencing on the Effective Date.

Renewal Terms. Any Renewal Terms shall be for a period of five (5) years or such other period of time as is agreed upon by the parties.

4. Fees: For the Initial Term, the following Fees will apply. References to quantities below include County of Napa numbers to account for Services being delivered to Subscriber that it is passing through to the County of Napa.

Recurring Fees:

Mark43 Product Subscription Recurring Fees Qty (if applicable) List Price Price to Subscriber Not to exceed 196
ANA 1: Analytics BI Suite Viewer licenses $23,520.00 $10,584.00 Not to exceed 105
ANA 2: Analytics BI Suite Explorer licenses $50,400.00 $22,680.00 DLK 1: Data Lake Base 1 $10,000.00 $3,500.00
Not to exceed 186
RMS 1: RMS Core sworn $223,200.00 $86,450.40
Not to exceed 186
RMS 2: RMS Case Management sworn $89,280.00 $0
RMS 3: RMS Property and Evidence Not to exceed 186
Management sworn $89,280.00 $0
Not to exceed 186
RMS 4: RMS Warrants sworn $89,280.00 $0
Not to exceed 186
RMS 5: Mobile Field Collection sworn $89,280.00 $0
Sublotel - Merk43 Product Subscription 5664,240.00 S123,214.40 Mark43 Professional Services Recurring Fees Qty (if applicable) List Price Price to Subscriber Support & Maintenance - Interfaces 7 $14,000.00 $6,580.00 Sublotel - Mark43 Professional Services $14,000.00 36,580.60 19 Partner Products or Services Recurring Fees Qty (if applicable) List Price Price to Subscriber PAR 2: Third Party Terminal (via CLIPS Not to exceed 25 $14,400.00 $14,400.00 Device licenses) device licenses
PAR 3: Third-Party Middleware Connector - Not to exceed 200 Basic (via ConnectIC) licenses $5,040.00 $5,040.00
PAR 4: Third-Party Middleware Connector - Not to exceed 25 Advanced (via ConnectIC User License) licenses $2,829.60 $2,829.60 PAR 5: State Proxy Emulator Not to exceed 1 $2,400.00 $2,400.00 Total Recurring Fees $154,464.00
-harged sung any Renewai Term. Adetona increases may be appled at any the during the thia Term if required quantities increase
One-Time Fees:

Mark43 Services - One-Time Fees Qty (if applicable) List Price Price to Subscriber One-Time Subscription Prepayment n/a $664,240.00 $311,000.00 DCM 1: RMS Enterprise One data source $150,000.00 $150,000.00 DCM 4: Evidence Full One data source $25,000.00 $25,000.00 IMP 3: Implementation Services n/a $200,000.00 $198,080.00 Interface Development: Evidence.com
(Axon) n/a $15,000.00 $11,750.00
Interface Development: I/CAD
(Hexagon) - one way n/a $75,000.00 $35,250.00
Interface Development: BAIR Analytics
(LexisNexis) - one way n/a $15,000.00 $11,750.00
Interface Development: Citations (most
likely Brazos) - one way n/a $15,000.00 $11,750.00
Interface Development: Veripic (VieVu,
now owned by Axon) n/a $15,000.00 $11,750.00
Interface Development: ArcGIS (Esri) n/a $0.00 $0.00
Interface Development: Coplogic
(LexisNexis) - one way n/a $0.00 $0.00
Interface Development: Crossroads
Traffic Collisions - one way n/a $0.00 $0.00
Interface Development: CJNET
(Booking/Mugshots) - two way n/a $15,000.00 $11,750.00
Interface Development: CJNET
(Warrants) - one way n/a $75,000.00 $0
Subtotal - Mark43 Services 1.264,240.00 $778,080.00
20 Partner Products or Services - One-Time
Fees Scope List Price Price to Subscriber
mplementation Services for PAR 4 days of onsite
hird Party Termin: CommSys support $8,160.00 $8,160.00
Implementation Services for PAR 3:

Third Party Middleware Connector - Implementation for
up to 200 licenses $1,920.00 $1,920.00
Implementation Services for PAR 4:

Third Party Middleware Connector - Implementation for
Advanced up to 25 licenses $1,920.00 $1,920.00
Implementation Services for PAR 5: Impid emuation for
State Proxy Emulator $12,000.00 $12,000.00
524.000.00 524,000.00
Total One-Time Fees $$1,288,240.00 $802,080.00
Fees for Renewal Terms shall increase by the lesser of three percent (3%) or the percentage increase in the trailing twelve (12) month average San Francisco Bay Area Consumer Price Index.

5. Payment Schedule.
a. Initial Term: Subscriber will pay the Fees detailed in Section 4 above according to the following schedule during the Initial Term.

Year bealis of Payments and Due Date Amount Due
Year 1 Payment, due according to the following schedule: $802,080.00 - Upon Effective Date $320,832.00
- Upon Approval of Project Plan $40,104.00
- Upon Completion of Functional Testing $40,104.00
- Upon Completion of Training $40,104.00
- Upon Completion of Go-Live $160,416.00
- Upon Final System Acceptance $200,520.00
Year 2 Payment, due within thirty (30) days of the first anniversary of $154,464.00 he Effective Date or upon final system acceptance, whichever is later Year 3 Payment, due within thirty (30) days of the second anniversary $154,464.00 of the Effective Date.

Year 4 Payment, due within thirty (30) days of the third anniversary of $154,464.00 the Effective Date.

Year 5 Payment, due within thirty (30) days of the fourth anniversary of $154,464.00 the Effective Date.
6 Year 6 Payment, due within thirty (30) days of the fifth anniversary of $154,464.00 the Effective Date.
6 YEAR TOTAL $1,574,400.00
21 b. Renewal Term: Fees for any Renewal Term will be paid on an annual basis beginning on the first date of any such Renewal Term.

6. Support Services. As part of the SaaS Services, subject to Section 2.4, Mark43 shall establish, sufficiently staff and maintain the organization and processes necessary to provide telephone and/or email based technical support, troubleshooting, error identification, isolation and remediation, and other assistance directly to Subscriber and its Authorized Users to support Subscriber's use, deployment and validation of the Saas Services on a 24x7 basis, and after normal business hours and on holidays, as necessary to support Mark43's obligations under this Agreement. The contact information for Mark43's technical support organization is [email protected] and a telephone number to be provided by Mark43; Mark43 will notify Subscriber in writing of any changes to support contact information no less than 5 days in advance. Mark43 shall provide Subscriber with online access to its knowledge database and any other resource containing information that will aid in problem and error resolution and correction, as well as any other technical resources made electronically available to any of Mark43's other customers. The Mark43 account manager or primary point of contact for Subscriber with respect to this Agreement will be Matt Neal or such other individual as Mark43 appoints in his stead upon notice to Subscriber.

7. Service Levels. Mark43 shall provide the Applications in accordance with the following service levels a. Service Levels for the Records Management System and Evidence Management Applications (hereinafter, "RMS").
i. RMS Availability. During any calendar month of a Regular Usage Period, the RMS shall be available to users no less than 99.9% of the time on a 24x7 basis, excluding scheduled maintenance of the RMS ("RMS Scheduled Downtime"); provided, however, that Mark43 is not responsible for any downtime of the RMS caused by Third-Party Data services (e.g., Department of Motor Vehicles license plate database), or Third-Party Components, and such third-party downtime will not count against the service levels promised herein; provided, further, that Mark43 shall be responsible for any downtime of RMS caused by Integrated Third-Party Software (as defined below) solely to the extent specified in Section 7(c) below ("Service Levels for Integrated Third-Party Software"). Mark43 shall provide Subscriber with prompt notification as soon as it becomes aware of any actual or potential unscheduled downtime 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.

RMS Service Credits. In the event that Mark43 fails to make the RMS available at least 99,9% of the time in any given month during the Regular Usage Period due to RMS Unavailability (as defined below), Mark43 will credit the Subscriber's account for the unavailable RMS as follows:

Credit
RMS Availability (Monthly) Percentage
Above 99.9% 0%

99.8 - 99.0% 10%

98.9 - 98.0% 20%
Below 97.9% 30%
"RMS Unavailability" is defined as the percentage of minutes per month in which the RMS is completely and generally unavailable for Subscriber's use (but not the use of any one Authorized User), provided that RMS Unavailability does not include any unavailability attributable to: (a) RMS Scheduled Downtime for maintenance (whether by Mark43, by a vendor, or by Subscriber): (b) acts or omissions of Subscriber or any Subscriber user of the RMS; (c) server downtime related to connectivity issues resulting from third-party-managed VPN access to hosted server or Subscriber internal network problems; (d) defects or bugs in the Applications or Software caused by Subscriber, any Authorized User, or any Affiliate, employee, agent or independent contractor of Subscriber; or (e) any other 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 22 any calendar month in that year, then Mark43 will owe Subscriber a 10% credit on that month's portion of the Fee, or: $1,000/12 = $83.33 per month, and 10% of $83.33 = $8.33. In this example, Mark43 would owe Subscriber $8.33 in credit for the month in which RMS Availability fell to 99.5%.

In order to receive this credit, Subscriber must notify Mark43 in writing within fifteen (15) days following the end of the month the RMS Unavailability occurred. All claims are subject to review and verification by Mark43 prior to any credits being granted. Mark43 will acknowledge credit requests within fifteen (15) business days of receipt and will inform Subscriber whether such claim request is approved or denied.

Any approved RMS Service Credits will be applied to Subscriber's next invoice. During the final year of the Term, Mark43 will work with Subscriber to agree on a suitable credit. The issuance of RMS Service Credit by Mark43 hereunder is Subscriber's sole and exclusive remedy for any failure by Mark43 to satisfy the service levels set forth in this Section 7(a). b. [Intentionally Deleted]
c. Service Levels for Integrated Third-Party Software. Notwithstanding anything else to the contrary contained herein, Mark43 shall be responsible for any downtime of or related to the Applications or Integrated Third-Party Software (as defined below) that is caused by Integrated Third-Party Software solely to the extent specified in this Section 7(c). Credit Percentages Service Credits referenced elsewhere in this Agreement shall not apply to downtime caused by Integrated Third-Party Software or the integrations or connections to Integrated Third-Party Software.

Availability of Third-Party Applications. Schedule A identifies specific Third-Party Application integrations (the "Integrated Third-Party Software") to be performed by Mark43 as part of the Professional Services, and the Subscriber's and Mark43's respective rights regarding acceptance of those Services. During the Regular Usage Period, the Integrated Third-Party Software shall be operational no less than 99.9% of the time on a 24x7 basis, excluding any scheduled maintenance of the Integrated Third-Party Software (whether scheduled by Mark43 or by the Third-Party Provider, the "Integration Scheduled Downtime"); provided, however, that Mark43 shall not be responsible for downtime caused by upgrades or updates to Integrated Third-Party Software of which Mark43 does not receive the requisite advance notice, and such downtime will not count against the service levels promised herein. Mark43 agrees that it shall schedule any Integration Scheduled Downtime on minimal traffic days whenever possible. The Parties further agree that Mark43 shall not schedule in excess of 90 minutes of Integration Scheduled Downtime in during any 30-day period. Mark43 shall provide Subscriber with immediate telephone notification to the point of contact set forth in this Agreement as soon as it becomes aware of any actual or potential unavailability of an Integration other than Integration Scheduled Downtime (Integration Unscheduled Downtime"), as well as continual periodic updates during the Integration Unscheduled Downtime regarding Mark43's progress in remedying the unavailability and the estimated time at which the Integration shall be available.

Responsibilities for Planned Updates. Subscriber shall provide Mark43 with prompt notice, and in no Integrated Third-Party Software. Mark43 shall undertake commercially reasonable efforts to patch, repair or update the Software in order to integrate it with the updated Integrated Third-Party Software. ili. Responsibilities for Planned Upgrades. Subscriber shall provide Mark43 with prompt notice, and in no case fewer than ninety (90) days' advance notice, of any planned upgrade by the Third-Party Provider of Integrated Third-Party Software. Mark43 shall evaluate the time and resources required to patch, repair or update the Software in order to integrate it with the upgraded Integrated Third-Party Software. The Parties shall engage in good faith negotiations to agree on the terms (including, without limitation schedule and price) on which Mark43 would develop a patch, repair, update or Upgrade to integrate the Software with the Integrated Third-Party Software.
23 SCHEDULE B
Transition Assistance

1. Preparation
a. The Subscriber will provide the desired cutoff date of the SaaS Services (the "Cutoff Date"), at which time all existing user accounts will be terminated.

D. Mark43 will provide one (1) account for the Subscriber to access a web-based storage platform to retrieve Subscriber documents and Records (the "Transition Account"). The Transition Account will be available to Subscriber for thirty (30) days prior to the Cutoff Date and remain active one (1) year.

2. Content
a. Upon Subscriber's request, Subscriber Data will be returned 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. All archive files will be accessible via the internet on the Cutoff Date. 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 Mark43 for up to 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 1 year after the Cutoff Date, Mark43 will delete Subscriber Data from all Mark43 online systems (e.g., primary database, replica databases, search databases, application caches, etc.) other than database backups, audit logs and server system logs.

Within b months from the date of deletion of Subscriber Data from all Mark43 online systems, all Subscriber Data will be erased from database backups.
e. Notwithstanding the foregoing, Mark43 reserves the right to retain Subscriber Data on audit logs and server system logs and in support tickets, support requests and direct communications with Mark43.

Transition Assistance as outlined in this Schedule Bis included in the Fees charged to Subscriber for the Services. -ees are due and payable up to the Cutoff Date. In the event that any Fees have not been paid as required in this Agreement, Mark43 may retain all Records and decline to provide the support outlined in Section 3 of Schedule E above until such Fees are paid in full.
24 SCHEDULE C
Technical Requirements
This Schedule lists the minimum technical requirements required for Mark43's Applications. This also describes the requirements for Mark43 interface servers. Third-Party Providers and subcontractors may have additional requirements that are not listed here.

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
Memory 4 GB 6 GB+
Network Card 1x 2 Mbps+ NIC 1x 10 Mbps+ NIC
Displays) 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

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)
Displays) 1x 1024x768 1x 1024x768+
Hard Drive 1 GB available space 5GB 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)
As of 6/1/19, Mark43 RMS also supports Microsoft Internet Explorer 11, but IE11 support will be phased out in 2020. 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 XS
iPhone SE iPad gen 6
iPhone 7, 7 Plus
iPhone 8, 8 Plus
iPhone X, XS, XS Max, XR
iPad Air 2, 3rd gen
iPad Mini 3, 4, 5th gen
iPad Pro 1st gen, 2nd gen, 3rd gen
iPad 5th gen, 6th gen

1.6 Evidence Smartphone Mobile Application Requirements The Mark43 Evidence Smartphone Mobile Application is available on iOS and Android.

Item (iOS) Supported Recommended
Operating System Apple iOS 10, 11, 12 Apple iOS 12
Device iPhone 6, 6 Plus, 6S, 6S Plus iPhone XS
iPhone SE iPad gen 6
iPhone 7,7 Plus
iPhone 8, 8 Plus
iPhone X, XS, XS Max, XR
iPad Air 2, 3rd gen
iPad Mini 3, 4, 5th gen
iPad Pro 1st gen, 2nd gen, 3rd gen
iPad 5th gen, 6th gen
Item (Android) Supported Recommended
Operating System Android 5+ Android 9
Device Samsung Galaxy S7+ Samsung Galaxy S10

1.7 Evidence Barcode Printer Requirements
The Mark43 RMS Property and Evidence module requires a barcode printer to optimize the evidence management process. Mark43 integrates seamlessly with Zebra barcode printing hardware and requires the following printer:
- ZD420 model number ZD42043-C01E00EZ
- 2000T label
- 5095 Premium Resin ribbon (05095CT11007)
• 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:
26 Item Minimum Recommended
Processor 2x 2.0+ GHz processors 2x 2.0+ GHz processors Memory 2 GB 4 GB+
Hard Drive 32 GB HDD storage 64 GB HDD storage

2. [INTENTIONALLY DELETEDI
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 Sopre may be required to support Matk43 Data Exchange data flows, depending on the department's size and

5. MARK43 INTERFACE SERVERS

5.1 Server Requirements
Interface servers are on-premise servers that Mark43 uses to run integrations developed by Mark43. These servers allow Mark43 integrations to access on-premise Subscriber systems. Mark43 supports these servers from the VM up and ensures that interfaces running on these servers are maintained and monitored. The table below outlines Mark43's minimum required and recommended server specs for an interface server setup.

Item Minimum Recommended
Number of servers 2+
Operating System Ubuntu 16.04 Ubuntu 16.04
Processor 1x quad-core processor 2x quad-core processor Architecture x64 x64
Memory 8 GB 16 GB+
Network Card 1x 100 Mbps NIC 2x 1 Gbps+ NICs
Displays) N/A N/A
Hard Drive 250 GB available space 500 GB available space Graphics Card N/A N/A
Bandwidth 10 Mbps 100+ Mbps

5.2 Support
"he preferred model is that Subscriber provision these servers and maintain them from hardware/vm up through the perating system. Mark43 will maintain the application software installed on this server, which consists o 27 • Docker, which runs all the application software in an easily manageable way • Rancher, which orchestrates and applies updates to the scripting logic that the Docker containers Subscriber may choose to install other software (e.g., monitoring software) on this server as long as it does not interfere with the operation of the Mark43 provided applications.

5.3 Releases
The Docker containers running on the interface server update themselves as part of the normal Mark43 release cycle. This is to ensure compatibility with any API changes made to the internai 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 ou Vark43 does ask to be notified when this happens, to ensure the Docker service running the integration scripts restarts successfully when the server is restarted.

5.5 Networking/Firewall Setup
Inbound:
• SSH over client VPN
• HTTPS over client VPN
• All other IPs/ports inbound from public internet should be closed Outbound:
• TCP 443,5000 to 0.0.0.0/0
• Mark43 will SSH to this server over the Subscriber VPN to install Docker and do any maintenance tasks that can't be completed by the automatic script updates
User Accounts:

Mark43 will need sudo access on this server to do the Docker installation.

Assigning Static IP Addresses:

Subscriber will need to take the following steps:

1. Log in to the server with the username and password.

Enter the following command sudo nano /etc/network/interfaces

3. Delete the line iface eno1 inet dhcp
Add the following lines. Replace the text in with your network appropriate information. We recommend using 8.8.8.8 and 8.8.4.4 for your DNS server:
iface 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
Press y to save

7. Press enter to confirm the name /etc/network/interfaces.

Type sudo reboot to restart the server.
28 ATTACHMENT 2

SCHEDULE D
Additional Terms

4. Vendors:

Google: Users are bound by the Google Maps/Google Earth Additional Terms of Service (including the Google Privacy Policy), available by following these links:

Google Maps Terms: https://maps.google.com/help/terms maps.html Google Privacy Policy: https://policies.google.com/privacy?hl=en&al=us Acceptable Use: https://enterprise.google.com/maps/terms/universalaup.html Amazon:

Universal Service Terms: https://aws.amazon.com/service-terms/ Acceptable Use: https://aws.amazon.com/aup.

Autho (If Single Sign On is elected):

Acceptable Use: https://cdn.autho.com/website/legal/files/aup-19.pdf B. Subcontractors:

Subscriber consents to Mark43's use of the following subcontractors: CommSys, Inc. Terms to be provided separately to Subscriber.
29 SCHEDULE E
Data Processing Addendum

1. Definitions. Terms not otherwise defined in this Data Processing Addendum ("DPA") have the meaning set out in the Software License and Services Agreement ("Agreement"). "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.

Subscriber Data. The obligations in this Exhibit apply to Subscriber Data in the custody or control of

3. Disclosure. Mark43 will not disclose Subscriber Data to any third party except: (i) to Authorized Users; (i) 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.

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. 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; (i) stores on laptops or removable storage media; and (ili) stores on portable devices, where technically feasible. Mark43 will safeguard the confidentiality and availability of all encryption keys associated with encrypted Subscriber Data. d. Mark43 installs and maintains endpoint security measures such as anti-virus and malware protection software intended to protect Subscriber Data from malicious code. e. Mark43 undertakes appropriate logging and monitoring to enable recording of information security- related actions and identification of anomalous events. f. Mark43 develops software used to deliver the Services in accordance with secure software development principles.

7. Security Incident Management. Unless otherwise prohibited by law, Mark43 will notify Subscriber promptly (and in any event within 72 hours) in the event Mark43 reasonably believes that there has been any unauthorized access, acquisition, disclosure, use, modification, loss or destruction of Subscriber Data 30 ("Security Incident"). Mark43 will promptly investigate the Security Incident, will take necessary steps to eliminate or contain the exposure of Subscriber Data, and will keep Subscriber informed of the status of the Security Incident. Mark43 will provide reasonable assistance and cooperation requested by Subscriber or Subscriber's designated representatives to correct, remediate, or investigate the Security Incident or to mitigate potential damage resulting from it, including any notification that Subscriber may determine appropriate to send to affected individuals, regulators or third parties.

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.

Return/Disposal. Upon termination or expiration of the Agreement, Mark43 will cease handling Subscriber Data and will take reasonable steps to return or destroy Subscriber Data according to the timeframes set out in Schedule B of the Agreement. If Mark43 has any legal obligation to retain Subscriber Data beyond the 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/.
31 AT
5 MARK43
Implementation
Statement of Work
Prepared for: Napa Police Department & Napa County Sheriff's Office
Submitted by: Kirk Weir, Mark43 Account Executive
ATTACHMENT 2

VERSION CONTROL

VERSION DATE AUTHOR REASONING/COMMENTS

0.1 January 22, 2020 Mark43 Initial draft

0.2 February 26, 2020 Mark43 Incorporating feedback from onsite with Napa on February 5th - 6th

0.3 March 3, 2020 Mark43 Final edits to reflect interfaces and Implementation details

0.4 April 16, 2020 Napa Formatting edits and questions

0.5 April 19, 2020 Mark43 Incorporating feedback from Napa

0.6 April 20, 2020 Mark43 Updated CLIPS Licenses

0.7 April 22, 2020 Mark43 Updated project milestones in section 2.5

0.8 May 6, 2020 Napa Comments and updates

0.9 May 8, 2020 Mark43 corporated Napa suggestions; update terfaces and CLETS/NCIC section

1.0 May 26, 2020 Mark43 Update chain of custody language

1.1 June 2, 2020 Mark43 Accepted all Napa suggestions
-1-
Table of Contents

1. STATEMENT OF WORK OVERVIEW 3

2. PROJECT MANAGEMENT 3

2.1 PROJECT MANAGEMENT OVERVIEW 3

2.2 PROJECT MANAGEMENT SCOPE

2.3 PROJECT MANAGEMENT GOVERNANCE

2.4 PROJECT MANAGEMENT STAGES AND ACTIVITIES 8

2.4.1 PHASE 1 - Plan 8

2.4.2 PHASE 2 - Implement 9

2.4.3 PHASE 3 - Train 10

2.4.4 PHASE 4 - Deploy 11

2.5 PROJECT MANAGEMENT MILESTONES 11

2.6 IMPLEMENTATION SERVICES OVERVIEW 12

2.7 CHANGE CONTROL 13

3. DATA MIGRATION SERVICES 14

3.1 DATA MIGRATION SERVICES OVERVIEW 14

3.2 DATA MIGRATION SCOPE 14

3.2.1 MIGRATION DATA SCOPE 14

3.2.2 MIGRATION IMPLEMENTATION SCOPE 15

3.3 DATA ACCESS REQUIREMENTS 17

3.3.1 DATABASE ACCESS

3.3.2 FILE ACCESS 18

4. THIRD-PARTY INTEGRATION SERVICES 18

4.1 INTEGRATION TIERS 18

4.2 INTEGRATION ACTIVITIES 21

5. TRAINING 22

5.1 TRAINING SCOPE 22

5.2 SUBSCRIBER RESPONSIBILITIES 23

5.3 TRAINING DEFINITIONS 23

6. MESSAGE SWITCH INTERFACE 23

6.1 MESSAGE SWITCH INTERFACES SCOPE 23
-2-
ATTACHMENT 2

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 Napa on behalf of itself and the County of Napa (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, data conversion scope, and third-party integration scope that were purchased along with the Mark43 platform 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 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 configurations 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.

Once implementation has been completed, the Mark43 Customer Success Team will take over as the primary point of contact for the ongoing maintenance of the system. Customer Success will be available to answer any 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
As indicated above, the Project Lead will guide Subscriber through the implementation. Coordinated effort and cooperation from Subscriber is necessary to facilitate the implementation. The following -3-
table breaks down general responsibilities for both Mark43 and Subscriber, outlining activities that are included in the scope of the Implementation.

Mark43 Responsibilities Subscriber Responsibilities
Project Management Project Management
• Work with Subscriber resources to keep • Participate in all scheduled and recurring the project on schedule meetings including but not limited to those • Coordinate Mark43 resources relevant to project status updates, projec Collaborate on developing, managing, health, deliverables, and milestone and maintaining the project • Manage Subscriber resources to complete all schedule/timeline/plan assigned tasks on time
Provide recurring status updates as Work with Mark43 to manage open issues described in the expectations table : Collaborate on developing, managing and • Work with Subscriber to manage open maintaining the project schedule/timeline/plan issues as described in the expectations • Work with Mark43 on reviewing and approving table major milestones in accordance with
• Manage expectations, questions, and predetermined acceptance criteria internal processes for implementation Ensure technical requirements provided to Review procedures for transitioning Subscriber by Mark43 are met Subscriber to sustainment
Configuration / Workflow Configuration / Workflow
Verify products) configuration Complete Mark43 templates, questionnaires, • Support the testing process as described and all other requirements or documents in the expectations table needed in a timely fashion
• Dedicate or mark available on an as-needed
basis appropriate resources to review system
configuration, workflows, or converted data
(Mark43 recommends that representatives from
all affected user groups participate)
• Complete any assigned configuration tasks and
uploads of Subscriber data
Interfaces / Data Migration Interfaces / Data Migration • Migrate and populate Subscriber data as • Introduce the Project Lead to third-party applicable contacts, as necessary. Manage relationship
• Verify data conversion between Mark43 and third-parties. • Complete Mark43 templates, questionnaires,
and all other requirements or documents
needed in a timely fashion
Lead and support all testing processes,
ensuring completion as outlined within the
project plan
• Help verify products) configuration and data
conversion
ATTACHMENT 2
Mark43 Responsibilities Subscriber Responsibilities
Cutover / Sustainment Cutover / Sustainment
• Provide basic cutover documentation and • Provide Subscriber point of contact for po assistance as outlined within this SOW aunch activitie
• Outline sustainment process, Communicate and coordinate training and responsibility shifts, and expectation cutover announcements to Subscriber setting
• Ensure seamless knowledge transfer
between Implementation and Mark43
Customer Success Team
• Transition Subscriber points of contact
and any ongoing project management to
the Customer Success team.

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 contract
• End user or train-the-trainer training for any employee or affiliate of Subscriber beyond what is included in Section 5
• 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 integrations unless otherwise outlined
• Migration of data to Mark43 from other systems or third-parties beyond Subscriber's legacy system (Intergraph 9.x)
• Interfacing, or integrating, from or to Mark43 from other systems or third-parties other than those specified in the order form or contract
• Installation of any non-Mark43 software, servers, workstations or any other hardware (i.e., Zebra printers for Mark43 Property and Evidence module, interface servers, compatible mobile devices for RMS 5: Mobile Field Collection Application). • Developing interfaces or the export of Mark43 data (fielded data captured in the RMS) to other systems or third-parties other than those specified in the contract 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.
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MARK43

PROJECT TEAM
Matt Portanova
VP of Deployments
Tony Siokar.
(Director of Technical
Services!
Matt Neal. Greer Davis. Deployment
Implementation Director of Support John Harms, Customer Success Manager Engineers (data
Manager Operations migration and
interface
development)
Customer Success
Team (ongoing
Technical Support
account
Team (ongoing
management)
support)
Deployment Specialists
In the event that Mark43's dedicated project lead is removed from the project, Mark43 will identify a replacement as quickly as possible in order to limit the impact to project deliverables and timelines.

The following is a suggested breakdown of project roles and responsibilities:

MARK43 PROJECT TEAM
Role Responsibility
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 for the sustainment Technical Services Lead • Primary technical point of contact for the project • Scopes, defines requirements, and schedules integrations, migrations, or any other technical services work
• Manages integration and data conversion project schedule • Coordinates and schedules Mark43 technical resources
• Handles escalated technical issues
• Communicates with third-party vendors (if any)
Technical Services • Develops integrations and/or data migrations Engineer
• Triages and handles bugs reported
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ATTACHMENT 2
MARK43 PROJECT TEAM
Role Responsibility
Deployment Analysts • Assists with general product questions and configuration activities Product Specialists

SUBSCRIBER TEAM
Role Responsibility
• Command Staff representative for Subscriber
• Has authority to represent Subscriber and provide or obtain sign-off on Executive Sponsor major decisions during the project
• Assists with change management and potential policy changes • Helps govern relevant project stakeholders / working group leaders • Subscriber primary point of contact
• Participates in regular check-ins and status updates with the team Project Lead • Reviews and approves major milestones
• Manages and escalates issues
• Has authority to represent Subscriber and get sign-off on major decisions during the project
• 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 Business Point of Contact
decisions around workflows, configurations, integrations, and data • Helps define scope and requirements for configurations, integrations, and data conversions
• Has knowledge of existing systems, integrations, and vendors/parties involved
• Has authority to represent Subscriber and get sign-off on major Technical Point of Contact technical decisions
• Provides network, data, system, or other access deemed necessary for completion of integration and data conversions development work • Provides documentation and other resources on data, schemas, systems as needed
• Has enough business and technical knowledge to be able to validate and sign-off on acceptance of workflows, configurations, integrations, Validation Point of Contact and data conversions
• Has authority to represent Subscriber and get sign-off on acceptance of integrations and data conversions
• Primary points of contact for each affected user group area. There Working Group Leads 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 -7-

2.4 PROJECT MANAGEMENT STAGES AND ACTIVITIES
To ensure product implementation success, the Mark43 project will be divided into four distinct phases:

Phase 1 Phase 2 Phase 3 Phase 4
Plan Implement Train Deploy

2.4.1 PHASE 1 - Plan
Phase 1 focuses on kicking off the implementation and provisioning planning of the Mark43 software. Mark43 will work closely with Subscriber to outline the implementation steps, review project planning documentation, and analyze business processes to help 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 the Subscriber project team and working groups as well as completion within two weeks of receipt of any appropriate questionnaires.

The table below outlines Phase 1 activities:

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
• A high-level overview of product and project deliverables -8-
Tasks Task Details / Deliverables
Planning Documentation • Subscriber will fill out Mark43's Foundation Questionnaire to help Mark43 understand client's current processes and state as well as the scope of the project
• Subscriber will fill out Mark43's Technical Questionnaire 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 client requested documentation to satisfy state clearance process or requirements
• Mark43 to conduct the Introduction to Integration Scoping and Planning for Subscriber
• Mark43 to conduct the Introduction to Data Conversion Scoping and Planning for Subscriber
NIBRS/CIBRS Contact • Subscriber will work with Mark43 to introduce and establish communication with the Subscriber NIBRS/CIBRS contact
Other Specialty Content • For any other specialty areas, Subscriber will need to work with Contact Mark43 to introduce and establish communication with the Subscriber point of contact (e.g., GIS experts)
Project Plan • Introduction of base project plan for Mark43 and Subscriber collaboration
• Mark43 will provide the Project Plan via Asana and Instagantt

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 completed questionnaires received from Subscriber.

Mark43 will deliver a User Acceptance Testing (UAT) Plan for review by Subscriber. Data Migration/Conversion and Interface (Third-Party Integrations) planning will also begin; for more information on these activities, please refer to the Data Conversion and Third-Party Integration 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 some initial workflow testing
• Mark43 provides Subscriber with Foundation workflow guide Configuration Sessions • Mark43 will hold a configuration training session for the Subscriber staff that will be assisting and reviewing configuration settings -9-
Tasks Task Details / Deliverables
UAT Introduction • Mark43 outlines UAT (User Acceptance Testing) 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
Data Conversion • Mark43 will work with Subscriber and provide a Data Migration Plan or Planning, Testing, and Decision Document to determine the plan with Subscriber. Timing and Completion
milestones will be included in the project plan where appropriate • For further details reference the Data Conversion Scope section of this document
Integrations Planning, • Please reference the Third-Party Integrations Section of this document Testing, and Completion for details on integration planning, documentation, testing, and completion. Timing and milestones will be included in the project plan where appropriate
Training Needs • Identify current department training infrastructure, resources, and Assessment methodologies
• Mark43 will provide Subscriber with documentation outlining current Mark43 Course Offerings

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 courses as outlined in Section 5.

Subscriber is responsible for incorporating feedback from workflow configuration and UAT sessions into training documents.

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
• Mark43 will provide standardized workflow guides for Subscriber Foundation Training • Mark43 will provide access to our knowledge portal via Mark43 Help Documentation
Center
• Where applicable, Mark43 will assist and offer previous best practices Training Logistics
on coordination of training logistics
• Mark43 will provide the number of train-the-trainer sessions identified Train-the-Trainer
in Section 5 of this SOW
-10-
Tasks Task Details / Deliverables
• For any additional training outside of what is defined within this SOW Additional Training or the contract, Subscriber should follow the Change Control Process outlined in the Change Control section to request additional training services

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 client 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 Foundation 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
Go-Live Readiness • Mark43 and Subscriber will hold a joint go/no-go meeting to assess Subscriber's readiness to go-live and begin use of Mark43 products Go-Live and Hypercare • Mark43 will provide cutover support as per the Implementation Service Level listed below
Customer • The Mark43 Project Lead will work to introduce the Mark43 Customer Success Transition Success staff to Subscriber and help outline the 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. Mark43 will track the ompletion of each milestone in a decision log (in spreadsheet format) that is sianed off on b # PROJECT MILESTONE MILESTONE ACCEPTANCE CRITERIA PAYMENT MILESTONE 1 Effective Date • Contract is fully executed and signed • Effective Date by Subscriber and Mark43
- 11-
# PROJECT MILESTONE MILESTONE ACCEPTANCE CRITERIA PAYMENT MILESTONE • Project Kickoff meeting held by Mark43 • Approval of Project Plan and Subscribe
• Project working group established b
2 Project Kickoff
• Meeting cadence established by
Mark43 and Subscriber
• Project Plan approved by Subscriber
• Mark43 and Subscriber sign off on • Completion of Functional completion of each configuration Testing
checklist and verifies configurations in
Product Configuration the tenants)
3 and Workflow Validation • Mark43 and Subscriber sign off on each workflow that will be handled in
the RMS for the respective working
groups
• Train-the-trainer sessions scheduled • Completion of Training and held by Mark43
• Subscriber trainers identified by
Subscriber
Training Complete • Training sessions scheduled by
Subscriber
Training Scope outined in Section 5
: RMs Production tenant is live • Completion of Go-Live 5 Cutover Cutover support is completed by • Final System Acceptance Mark43

2.6 IMPLEMENTATION SERVICES OVERVIEW
The table below outlines the expectations for the contracted Implementation Service Level.

Service Description
Kickoff Meeting • Onsite
Status Calls and Updates
Cadence • Bi-weekly
Configuration Support • Remote
mplementation Onsite
Schedule1 • Monthly (Not to exceed 10 trips to Napa)
Technical Services Onsite
Schedule • One onsite visit
1 Subscriber may request additional trips, but will be required to submit a change order form prior to any trips occurring
- 12-
Service Description
Quality Assurance on any
Interface Development • Remote
Quality Assurance on Any
Data Migration • Remote
Foundation Training
Documents • Provided, minimal configuration
Hypercare Presence? • In-person
Project Lead • Implementation Associate
Mark43 Leadership
Meeting • Quarterly
Target Project Duration • 12 months
• Quarterly Onsite visits, release management, and surveys Sustainment
• Product Specialists for Issue Triage

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 integrations to scope, or purchasing existing modules not currently included in the contract. 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, and Deploy phases of the project, the Change Control Process will be used for formalizing updates to contract terms, 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. The 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 Request Form. 2 Hypercare refers to heightened customer support in the three days following system go-live. This hypercare is focused on providing user support and speedy triaging and prioritizing of critical issues that may arise immediately after go-live.
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3. DATA MIGRATION SERVICES

3.1 DATA MIGRATION SERVICES OVERVIEW
The following section outlines the scope, roles and responsibilities of Mark43 and Subscriber for the data migration ordered by Subscriber.

A Mark43 Technical Services Lead will serve as Subscriber's main point of contact during the data migration. The Technical Services Lead will help guide Subscriber through the phases of data migration - from the initial assessment meeting, to the cutover catch-up migration - and assist with any questions Subscriber might have throughout the process. The Technical Services Lead aims to bring together recommended best practices, blending technical and project coordination processes to provide meaningful support throughout the project lifecycle.

While the Technical Services Lead is responsible for driving the data migration process, assistance from Subscriber is necessary to facilitate the project. Subscriber's project team will need to set aside time bi-weekly for data validation testing, data reconciliation, NIBRS/UCR validation, bug logging and data mapping updates. The Mark43 Project Lead will outline the scope of these responsibilities at the kick-off meeting for the project.

Once live on the System, Subscriber may decide to migrate data from additional legacy systems and databases. In such cases, Subscriber should handle such requests through the Change Control Process outlined in the Change Control section of this document.

3.2 DATA MIGRATION SCOPE
The following section identifies the scope of data migration services as agreed to in the Contract.

Mark43 will work with Subscriber to determine the migration scope criteria. The intent of an enterprise migration is to map as many fields as possible from Subscriber's legacy system into Mark43. If there is not an exact match for Subscriber's fielded data, Mark43 will look to leverage the "legacy details" section to migrate historical information.

Examples of out-of-scope migration tasks:
• Logic to identify duplicate entity profiles, and merge duplicate entity profiles as part of the data migration
• Assigning latitude/longitude coordinates to free text locations that may appear on legacy reports
• Report histories, versions, or record retention policies • File extraction or creation

3.2.1 MIGRATION DATA SCOPE
RMS Full Enterprise Data Conversion
An RMS Full Enterprise Data Conversion involves the field-level mapping and migration of entities from the legacy RMS to Mark43 RMS.
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ATTACHMENT 2
Subscriber provides Mark43 with legacy databases and files that should be converted. Subscriber works with Mark43 to identify in-scope RMS entities (i.e., Offense/Incident, Arrest, Person, Item) for the migration and map the legacy fields for each in-scope entity to existing Mark43 RMS migration fields. Fields that cannot be mapped to existing Mark43 migration fields that Subscriber requires can be brought over as legacy details.

Evidence Data Conversion
An evidence migration allows for data from a legacy property & evidence system to be brought over to Mark43's Evidence module.

An Evidence Data Conversion includes the following data elements:

Data Element Description
Property • Color, Serial Number, Make, Model, Status
Chain of Custody • Mark43 migrates the most recent chain of custody information for each item into a special "Migration" status
• The full chain of custody history will be attached if a PDF, text history, or other printout of the chain of custody is available; if not Mark43 will migrate each chain of custody field
Storage Location • Mark43 migrates the current storage location of the item Barcode • Mark43 has the ability to migrate the barcode for each item so Subscriber doesn't need to re-barcode all property
• This is dependent upon the barcode being compatible with Mark43's barcode scanners, and can be verified by Mark43 at the beginning of the project

3.2.2 MIGRATION IMPLEMENTATION SCOPE
Phases / Tasks Mark43 Task Details Subscriber Task Details Data Access • Provide access to the in-scope legacy
Requirements databases using one of the methods
in the attached Data Access
Requirements Section (3.3.1)
• Generate and provide access to the
in-scope files using the method in the
attached Data Access Requirements
Section (3.3.2)
- 15-
AT
Phases / Tasks Mark43 Task Details Subscriber Task Details Scoping/Mapping • Assist Subscriber with data mapping • Complete field-by-field mapping of • Provide the latest conversion data data fields from the legacy system to dictionary to Subscriber Mark43's migration schema
• Offer documentation and provide • Map the following legacy reference Mark43 product knowledge values to Mark43 reference values prior to conversion into Mark43 if
applicable:

Attributes
Offense Codes
Name Report Links
Report Permissions
Name
Associations/Relationships
Property Chain Event Types
Property Storage Locations
Development • Work with Subscriber to develop ETL • Work with Mark43 to develop ETL (Extract, Transform, Load) scripts to (Extract, Transform, Load) scripts to convert the data from the legacy convert data from the legacy system(s) to Mark43 systems) to Mark43
Test Loads • Perform up to three (3) rounds of test Provide data in the required migration migration into a tenant Subscriber can format to be loaded into the Mark43 access as specified in the application
Implementation Plan. Should
additional rounds of test conversions
be required, additional implementation
services can be available for
purchase.

Validation • Provide the Entity Count Validation • Provide Entity Count Validation document after every test migration Legacy database counts after every round with the following counts test migration round
provided: • Perform field-level validation on the
• Count of records in the Migration converted data
database • Perform functionality validation on the
Count of records in the Mark43 converted data by performing test database workflows on the converted data
• Correct valid bugs and make mapping • (Optional) Perform NIBRS/UCR change requests until the attached validation with assistance from the Data Migration Sign Off criteria are State/Regional NIBRS/UCR office met • Log bugs and mapping change
Mark43 will not perform data requests found during converted data cleansing activities to correct validation
data quality issues in the legacy
database of Subscriber
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Phases / Tasks Mark43 Task Details Subscriber Task Details Production Load • Perform one (1) full migration into the • Provide data in the required migration final production tenants) format to be loaded into the Mark43 • (Optional) Perform one (1) follow up application for the full and (optional) delta migration into the final delta migrations
production tenants) • Provide Entity Count Validation
• Provide the Entity Count Validation Legacy database counts after every document after every conversion conversion round
round with the following counts • Perform field-level validation on the provided: converted data
Count of records in the Migration
database
• Count of records in the Mark43
database
Post Migration • Correct valid migration bugs for one • Log migration bugs found in the live Support (1) month after the final migration into production tenant the production tenants). Should
additional bug fixes be required,
additional implementation services
can be available for purchase.

3.3 DATA ACCESS REQUIREMENTS
This document outlines the data access requirements on the part of Subscriber for conducting a Mark43 data migration project.

3.3.1 DATABASE ACCESS
To develop and test migrations, Mark43 needs access to a copy of the department's in-scope legacy systems. Permission to create temporary tables and indexes is required for performance reasons.

The department must provide an export of their legacy database (in-scope and information schemas only) and share it with Mark43 through the AWS S3 bucket provided by Mark43. Mark43 can use this export to recreate the snapshot in Mark43's AWS host.

Depending on the legacy database type, the department must provide the following zipped file copies of the database:
• Oracle
• Version 10.1 and Up
Dump (.dmp) and log (.log) files generated using expdp utility • Older Versions
Dump (.dmp) and log (.log) files generated using exp utility • SQL Server
Backup (bak) of the legacy database
• MySQL
• Dump (.sql) file generated using mysqldump utility
-17-
ATTACHMENT 2
In the scenario where the department is not able to provide a standard database copy, the in scope tables can be provided as sv files. This approach is not recommended and should only be taken when all other options are exhausted. The csv files must be generated using the following custom formatting:
• First row is header: true
• Trim whitespaces: true
• Value separator: ^I^
• Row separator: newline
Null value text: IN
Escape character: %
Quote values: always

3.3.2 FILE ACCESS
To migrate attachments, such as PDF copies of reports, mugshots, photos and scanned files, the department must upload the attachment files (uncompressed) into the AWS S3 bucket provided by Mark43. The files must remain in the S3 bucket until the attachment migration into Mark43 is completed.

Mark43 must be able to map the uploaded files to the desired entities based on the file path and filename. For this reason, departments should retain any folder structure and naming conventions when copying the files into S3. If departments are generating new files, the folder structure and file naming convention should be consistent so Mark43 can reproduce the path and name in the relevant migration.

4. THIRD-PARTY INTEGRATION SERVICES
Mark43 supports a number of different integration methods to suit the varying needs of clients, 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 integration either through a direct database connection or file transfer, Mark43 supports those needs through a comprehensive set of generic and custom solutions.

4.1 INTEGRATION TIERS
Mark43 organizes interface development and maintenance under one of the following five (5) categories:
-18-
ATTACHMENT 2
Integration Tier Mark43 Task Details Subscriber and Vendor Task Details Intertace - • Integrations that can utilize the • Subscriber responsibilities Custom Level 1 existing Mark43 API or data lake • Provision Mark43 integration (INT 1) views and that require minimal server
development work by Mark43 and • Vendor responsibilities may require: o Provide documentation and
• Custom development, data assist with data transformation transformation, or configuration and configuration as
by Mark43 needed/available
• An on-premise integration server
installation
• Maintenance of a regular job by
Mark43
• Mark43 responsibilities
• Install Mark43 custom software
on the integration server
• Complete data transformation,
configuration, and development
• Maintain job to post or pull data
from Mark43
Interface - • Integrations that have additional • Subscriber responsibilities Custom Level 2 scope not already available through • Provision Mark43 integration (INT 2) the Mark43 API or existing data lake server
views and that may require: • Vendor responsibilities
• Custom development, data • Provide documentation and
transformation, or configuration assist with data transformation by Mark43 and configuration as
• An on-premise integration server needed/available
installation
Maintenance of a regular job by
Mark43
• Mark43 responsibilities
• Install Mark43 custom software
on the integration server
• Complete data transformation,
configuration, and development
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ATTACHMENT 2
Integration Tier Mark43 Task Details Subscriber and Vendor Task Details Interface - • Custom integrations built by Mark43 • Subscriber responsibilities Custom Level 3 that require: • Provision Mark43 integration (INT 3) • Potentially multi-directional data server
transfer between Mark43 and the • Vendor responsibilities external system • Provide documentation and
• An on-premise integration server assist with data transformation installation and configuration as
• Maintenance of a regular job needed/available
• Custom data transformation or
configuration
• Mark43 responsibilities
• Install Mark43 custom software
on the integration server
• Complete data transformation,
configuration, and development
Interface - Self- • Mark43 responsibilities • Integrations built by the Subscriber Build (INT 4) • Provide developer documentation IT team or third-party vendor using • Offer minimal consultation (up to Mark43's External API, a read-only 2 training sessions and support connection to the Mark43 data lake through the help desk) standard views, or a standard
Maintain uptime for the API and Mark43 file extract
data lake • Vendor/Subscriber responsibilities
• Transform data to/from
Mark43's API or data lake
format
• Maintain job to post or pull data
from Mark43
• Integrations between Mark43 and a
verified partner vendor
• Integration options and developer
documentation available in the
Interface -
Mark43 developer portal, sample
Partner Level 1
(INT 5) • Refer to the "Mark43 Partner
Vendors" list
• Mark43 and Vendor responsibilities
are clearly defined in a Mark43
Partner Vendor Agreement
-20-
Integration Tier Mark43 Task Details Subscriber and Vendor Task Details • Subject to the terms and conditions of
the SLSA, Mark43 will provide
Maintenance Services for all deployed
interfaces. Maintenance Services
shall consist of the following:
• Mark43 will maintain the
application software installed on
Maintenance and
Support the integration servers)
• Mark43 will update the docker
containers on the integration
servers) as part of the bi-weekly
Mark43 will resolve any defects
in the operation of the interface in
a timely manner

4.2 INTEGRATION ACTIVITIES
Mark43 will provide integration services to Subscriber aligned with the appropriate integration tier in section 4.1. Mark43 will perform the work and tasks required to design, develop, optimize, test and integrate the Mark43 platform with third-party systems as outlined in this SOW.

Integration Name Tier Direction
ArcGIS (Esri) INT 5 1 way
BAIR Analytics (LexisNexis) INT 1 1 way
Citations (most likely Brazos) INT 1 1 way
CJNET (Mugshots and Booking) INT 1 2 way
CJNET (Warrants) INT 3 1 way
Coplogic (LexisNexis) INT 5 1 way
Crossroads (Traffic Collisions) INT 5 1 way
Evidence.com (Axon) INT 1 1 way
I/CAD (Hexagon) INT 3 1 way
Veripic (VieVu, now owned by Axon) INT 1 1 way
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Phases / Tasks Task Details Deliverables
The purpose of the scoping phase is to establish • Data Documentation and sign-off on the agreed-upon scope of the • Data Access Credentials integration. This includes: • Sample/Test Data
• Discussions between Mark43, Subscriber, and • Interface Control Document the Third-Party Vendor
• Exchange of documentation on Mark43/Third-
Scoping Party Vendor APIs, databases, or data
systems
• Provisioning data access (i.e., database
connection, API credentials, file server
location, sample/test data, etc.)
• Completion and sign-oft on Interface Contro
Document
The development phase constitutes the actual • Integration set-up and development work required to get the interface running against test running in a test environment. This includes: environment (if available) Development • Initial development work
• Initial testing/validation
• Integration running against test environment (if
available)
The validation phase is a joint effort between all • Sign-off on interface parties involved to validate and sign off on acceptance acceptance of the integration. This includes:
• Performing of validation by the Subscriber
Validation Lead and end user acceptance (if
Configuration applicable)
• Reporting/triaging of bugs
• Bug fixes and re-test
• Sign-off on interface acceptance/completion
by the Subscriber Validation Lead

TRAINING

5.1 TRAINING SCOPE
The following train-the-trainer sessions are included with the purchase of Mark43 subscription items:

Course Duration Attendees (Maximum per
Offering (Hours) session)
RMS Fundamentals 1 onsite session 6-8 22
RMS Mobile 1 onsite session 2-4 22
RMS Case Management 1 onsite session 2-4 22
RMS Evidence 1 onsite session 6-8 12
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ATTACHMENT 2
Duration Attendees (Maximum per
Course Offering
(Hours) session)
Records Group / Compliance 1 onsite session 6-8 12
System Administration 1 onsite session 4-6 12
BI Suite 1 onsite session 2-4 12
Data Lake 1 remote session 2-4 12

5.2 SUBSCRIBER RESPONSIBILITIES
Subscriber must provide and coordinate Subscriber resources for Mark43 train-the-trainer sessions.

Subscriber responsibilities include:
• Provide a single training site with a monitor or projector to conduct all training sessions • All training attendees must supply their own computer (e.g., desktop or laptop) and mobile device
• Identify and assign Subscriber Trainers to attend train-the-trainer sessions who are responsible for training the remainder of the Subscriber's users • Ensure attendance of appropriate personnel in Mark43 train-the-trainer and Subscriber training sessions

5.3 TRAINING DEFINITIONS
Subscriber will provide onsite and remote training sessions as follows:
• Onsite: Subscriber will have designated personnel onsite at one location (Napa PD or NCSO) to attend each of the train-the-trainer courses.
• Remote: Data Lake training will be conducted remotely by Mark43 with a video conference tool such as Google Hangouts. It will be the responsibility of Napa County Sheriff and Police to ensure that users are engaged and following along with the training.

6. MESSAGE SWITCH INTERFACE

6.1 MESSAGE SWITCH INTERFACES SCOPE
The following interfaces will be achieved through access to a CLIPS terminal or ConnectIC license Integration Name Direction/Method
CLETS/NCIC 1 way (via CLIPS and ConnectIC)
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Mark43 RMS Functionality (200 ConnectIC Licenses)
• Basic Query: (Roadmap H2 2021, subject to change)
• Persons (driver's license, state warrants, NCIC warrants, and driver's history) • Vehicles (registration, state wants, and NCIC wants)
: Boats NCIC Slen and state real traton l separate and availabie) • Boats (NCIC stolen and state registration [if separate and available]) • Articles (NCIC stolen and state stolen [if one exists]) • CLETS and NCIC Warrant Entry and Cancel:
• Mark43 does not support entry or cancel transactions to county warrants • Mark43 does not support the other transactions in the RMS CommSys CLIPS Terminals (25 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
Connecting to CLETS
• Mark43 will utilize CommSys ConnectIC Proxy Emulator to connect to Napa Police/Sheriff's existing CAD installation to access CLETS.
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