M43 Agmnt — Redondo Beach City Council, September 6, 2022

AMENDMENT NO. 2 TO

SOFTWARE LICENSE AND SERVICES AGREEMENT
This Amendment No. 2 to the Software License and Services Agreement ( this Amendment'), is dated as of July 13, 2021, and is by and between Mark43, Inc., with offices at 250 Hudson Street, 3`d Floor, New York, NY 10013 (" Mark43") and the City of Redondo Beach, having a place of business at 410 Diamond Street, Redondo Beach, CA 90277 (" Subscriber', and together with Mark43, the "Parties," and each, a " Party").

A. WHEREAS, the Parties have entered into that certain Software License and Services Agreement, dated as of December 19, 2017 and as amended by that certain Amendment No. 1 dated as of July 2, 2019 ( collectively, the " Existing Agreement"); and
B. WHEREAS, the Parties hereto desire to amend the Existing Agreement to update Schedule A and D thereto, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.

2. Amendments to the Existing Agreement. As of the Amendment Effective Date defined below), the Existing Agreement is hereby amended or modified as follows:
a. Schedule A of the Existing Agreement is hereby amended by deleting it in its entirety and substituting the Schedule A attached to this Amendment. b. Schedule D of the Existing Agreement is hereby amended by deleting it in its entirety and substituting the Schedule D attached to this Amendment.

3. Date of Effectiveness: Limited Effect. This Amendment is effective as of the date first written above (the "Amendment Effective Date"). Except as expressly provided in this Amendment, all of the terms and provisions of the Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality of the foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part of either Party that would require the waiver or consent of the other Party. On and after the Amendment Effective Date, each reference in the Existing Agreement to "this Agreement," "the Agreement," "hereunder," " hereof," herein," or words of like import, and each reference to the Existing Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Existing Agreement, will mean and be a reference to the Existing Agreement as amended by this Amendment.

4. Representations and Warranties. Each Party hereby represents and warrants to the other Party that:
a. It has the full right, power, and authority to enter into this Amendment and to perform its obligations hereunder and under the Existing Agreement as amended by this Amendment.
b. The execution of this Amendment by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, and the delivery of this Amendment by such Party, have been duly authorized by all necessary action on the part of such Party.
c. This Amendment has been executed and delivered by such Party and assuming due authorization, execution, and delivery by the other Party hereto) constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

5. Miscellaneous.
a. This Amendment and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Amendment, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the application of the laws of any jurisdiction other than those of the State of California.
b. This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns. c. The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.
d. This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart of this Amendment.
e. This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
f. Each Party shall pay its own costs and expenses in connection with this Amendment (including the fees and expenses of its advisors, accountants, andlegalcounsel).

IN WITNESS WHEREOF. the Parties have executed this Amendment No. 2 as of the date first written above.

CITY OF REDONDO BRACH MAUJ, INC.

Ey.

Name William C. Brand Name: Steven Salberta
Title: Mayor Title: Chief Financial Officer
ATTEST:
uzlo(W
Eleanor Man7ano, City Clcd
APM--
Diane Sti ickfsden, Risk Manager
APPROVED AS TO FORM:
7/
Michael W. Webb, Cary Attomey
Doc ID: 15536dad8345bd2b3882b5722ac42b95585b6802

SCHEDULE A
Services Schedule

1. Services. The Services covered by this Agreement consists of the following:
a. Professional Services:
i. RMS/Evidence Interfaces (subject to consent and cooperation of the third parties and Mark43)

1. Pulsium CAD Interface to Mark43 RMS —Included ( Not required if CAD and RMS Applications launch at the same time)

2. Livescan Interface to Mark43 RMS — Included

3. CrossRoads Interface to Mark43 - Included

4. COPLINK Interface to Mark43— Included
ii. CAD Interfaces ( subject to consent and cooperation of the third parties and Mark43)

1. CLETS ( CommSys) Interface to Mark43 CAD - Included

2. ANI/ALIIVesta / E911 Interface to Mark43 CAD — Included

3. Firehouse

4. SPIDRTech

5. WestNel/Zetron

6. Cry Wolf

7. WATER
iii. The Data Migration to be provided is described as follows:

1. Redondo Beach PD RMS legacy data from Pulsium RMS — Included a. Pulsium will provide Redondo Beach PD RMS data to Mark43 in a SQL Server or Mi relational database).

2. Redondo Beach PD legacy reports (in .PDF) from LaserFiche - Included It. SaaS Services:
i. The Applications to be provided are described as follows:

1. Records Management System (RMS)
Report Writing
In -Station & Mobile Field Reporting
Incident, Offense & Arrest Reports
Field Contact Reports
Use of Force Reports
DUI ActiveArrest Error Validation
Smart Duplicate Data Entry Logic and Prevention
Unlimited Report Attachments
Auto -Validation of Fields, Locations and People
Word Processing Tools
Conte# -Sensitive Report Ecpart Formats
Full Report Audit History
Email & In -App Notifications
User Specific Reports Dashboard
Case Management Seamless Report Import
Active Master Entity Sync
Unlimited Case Attachments
Dashboard for Case Tracking
Configurable Task Lists by Case Type
Dynamic Master Entity Profiles
Email & In -App Notifications
Context -Sensitive Case Export Formats
Property & Evidence
Mobile Device Application for Barcode Scanning, Audits & ID Capture Automatic Custodial Property Report Generation
Master Item Profile
Configurable Barcodes & Disposition Notifications
Bulk Item Filtering & Actioning
Dashboard for Inventory Management
Immutable Chain of Custody
Storage Location Setup and Customization
Email & Iri Notifications
Full Evidence Audit History
Chain of Custody Validations and Guardrails
Digitally capture signatures and photo ID' s
Batch Label Printing
Support for Zebra Printing
Mobile Application ( barcode scanning)
Automated disposition approval process with customizable retention periods Warrant Management
Linked Incident/Amest Reports, Warrants, and Entity Records Dashboard for Warrant Tracking and Management
Configurable Warrant Number Formal, Fields, and Permissions Context -Sensitive Warrant Export Formats
Booking Management
RMS -integrated booking with limited records/data duplication Linked Arrest Reports and Entity Records
Booking record creation and management
Booking records linked to MINI
Live Scan Integration
Prisoner Property Management
Inmate Tracking and Activity Logs
Configurable Holding Areas and Intake Questionnaires
Department Personnel Linked to Booking Record
Context -Sensitive Booking Record Export Formats
Stat Reporting & Crime Analysis
Active Error Detection
Automatic SRS/ NIBRS Code Mapping
Integrated Workspace for UCR Report Creation
Real -Time Dashboard for Platform -Wide Stats
Advanced CAD, RMS & Entity Search
Mulfi- Input & Fuzzy Match Search Filters
Comprehensive Analysis Filters
Data Visualization Support
System Administration Configurable Permissions & Roles for Individual Users & Records Configurable Fields, Statutes, Codes & Validation Rules Shapefle Import
Configurable Street & Location Aliases
Configurable Department Alerts & Notifications
IP Address Whitelisting & Blacklisting for Enhanced Security Open API for Third -Party Connections
Custom Units, Teams and User Roles
Automatic UCR & NIBRS coding
Permission -based Read/Wdte Privileges

2. Computer Aided Dispatch ( CAD)
Dispatcher Individualized Workstation Setup
Unit Management and Monitoring
Auto Complete Verified Event Locations & ANI/ AU Data
Prominent Alerts for New Information
Configurable Command Line Functionality
Bi -Directional Syncing of Historical RMS Data
Multi -Layered AVL Map View
Real -Time Event Chat
Override Ability for Unit Recommendations
Event Management
First Responder (Mobile)
Seamless RMS Report Generation
Prominent Alerts for New Information
Bi -Directional Syncing of Historical RMS Data
Real -Time Event Chat
Multi -Layered AVL Map View
Automatic & Manual Status -Setting Ability
Automatic Vehicle Location Mapping ( Integration)
In -App Messaging
System Administrator
Desktop, Laptop & Tablet Agnostic
Web -Based & Installed Application Options
Vendor -Free Configurations
Scheduling System Integration
Seamless Data Exchange for External Databases
Full Event Log
IP Address Whitelisting & Blacklisting for Enhanced Security Open API for Third -Party Connections

3. Mark43 Business Intelligence (BI) Suite
The Parties agree to evaluate the requirements together and agree on a time frame for completion.

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 warrairl addressing uptime and maintenance. BI Suite includes the following capabilities:

Interactive dashboards that update visualizations based on fillers 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 latllong 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

4. Mark43 Data Exchange
CAD Data Exchange supports basic inquiries on persons, vehicles, boats, firearms, and property.

Functionality of this module requires CAD is CAD Dispatch for PSAPs and CAD 2: First Responder View for First Responders.

PRODUCT SPECIFICATIONS/FEATURES:

FirstStructured Responds Forms for Inquiries (for vehicles, persons, articles, firearms, and boats) Results and Notifications
EvenVUnit Association
PSAP
Structured Forms for Inquiries (for vehicles, persons, articles, firearms, and boats) Configurable Command Line support for Inquiries (for vehicles, persons, articles, firearms, and boats)
Device and Permissions Management
Results Routing
Data Exchange Activity Tab
Results and Notifications
Configurable Shortcut Keys
Configurable Sound Preferences
If agreed by the Parties, Mark43 or a partnedsubcontractor will connect the Mark43 Public Safety Platform to Federal, state and local criminal justice data sources. Mark43 utilizes a third -party middleware component in the Mark43 Public Safety Platform and uses a third party to perform services to setup and maintain these connections and provides support during training, configuration and implementation phases of the project. The Parties agree to evaluate the requirements together and agree on a time frame for completion. Subscriber is responsible for determining which of these downstream data feeds will continue to receive information at cutover. Subscriber, with the consent of Mark43, is also responsible for determining the policies and procedures surrounding interfaces between Mark43 Applications and third -party databases. Subscriber understands and agrees that third -party service providers and Mark43 may impose additional license, warranty and other terms on Subscriber in writing. Subscriber agrees to enter into additional agreements as reasonably required by such third parties and Mark43, including, without limitation, a different warraril addressing uptime and maintenance of the Data Exchange Services. it. Following go -live of each Application, Mark43 will provide Subscriber with the SaaS Services for the Fees set forth in Section 4 below. The " Regular Usage Period" for any Application commences upon the occurrence of Go Live for that Application.

2. Initial Tem. The Initial Term commences on the Effective Date and concludes as of June 30, 2026.

3. Renewal Terms. Any Renewal Terms shall be for a period of 1 year.

4. Fees.
a. Professional Services One -Time Fees (Total: $ 45, 000):
i. Cry Wolf Interface Development: $5,000
ii. Firehouse Interface Development; $ 15,000
iii. SPIDR Tech Interface Development: $ 5, 000
iv. WestneVZetron Interface Development: $ 5, 000
v. WATER Interface Development: $ 15,000
Professional Services Annual Fees for CAD Interface Support and Maintenance ( Total: $ 10, 000 per year, commencing with Year 2 of the Regular Usage Period)
i. ANVALI: $ 0
ii. Cry Wolf: $2, 000
iii. Firehouse: $ 2, 000
iv. SPIDR Tech: $ 2, 000
v. Westnet/Zetron: $ 2, 000
vi. WATER: $ 2,000
c. Subscription Fee:
i. RMSand Evidence: The Subscription Fee for the RMS/ Evidence Applications for the Initial Term is$ 97,920 per year based on $ 85. 00 per sworn officer per month during the Regular Usage Period of the RMS/Evidence Applications.
ii. CAD: The Subscription Fee for the CAD Application for the Initial Tenn is $ 97, 920 per year based on $ 85. 00 per sworn officer per month during the Regular Usage Period of the CAD Application. iii. BI Suite: The Subscription Fee for the Mark43 BI Suite for the Initial Term is $ 2, 500 per year for up to five 5) Explorer Licenses', provided that the fee shall be waived for Year 1 of the Initial Tenn. With these Licenses, Subscriber is eligible to receive up to four (4) remote training sessions on utilization of the BI Suite such training to occur during Year 1 of the Initial Term).

Explorer Licenses allow the designated users to access Mark43 BI Suite and create analytic dashboards.

Such users can save, share, view and download such analytic dashboards. iv. Data Exchange: The Subscription Fee for the Data Exchange Application is included in the above fees for the Initial Term, subject to the following license numbers: no more than 28 device licenses for the third -party terminal ( via CLIPS) and no more than 114 user licenses for the third -party middleware connector ( via ConneaCIC).

Mark43 Pricing is based on the number of sworn officers employed directly or indirectly by Subscriber at the time the Order Form is signed. In the event that Subscriber Increases or decreases its number of employed sworn olficers, which is currently 96, to more than 106 or less than 86, then the fee shall adjust by Increasing or decreasing to $85 per sworn officer per month for the updated number of sworn officers.

Mark43 will notify Subscriber of any changes to the Fees for a Renewal Term at least forty-five ( 45) days prior to the start of the Renewal Term.

5. Payment Schedule.
a. Subscriber will pay the Fees for the Initial Term on the following schedule:

Implementation Period Payment Schedule
Contract signing
Project Kickoff 24, 480.00 Paid
Completion of Department Assessment 24, 480. 00 Paid
July 2, 2019 24, 480.00 Paid
July 2, 2019 24, 480. 00 Paid
July 2, 2019 31, 920. 00 Paid
Del_verH of Department Assessment 25,584.00 Paid
Go Live 95,416.00 Unpaid
Total Implementation Period Payments _ g2an Mn nn
Further Payment Schedule
July 1, 2021
9 208,340.00
Jury 1, 2022 $ 208,340.00
July 1, 2023 $ 208,340. 00
July 1, 2024 $ 208, 340. 00
Total Further Payments $ 833,360. 00
b. Renewal Term: Fees for any Renewal Term will be paid in full in advance on the first day of the Renewal Term.

Support Services. As pan 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 Subscribers 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 Mark43 will notify Subscriber in writing of any changes no less than 5 days in advance. Mark43 shall provide Subscriber with online access to its known -problem database and any other resource containing information that will aid in problem and error resolution and correction, as well as any other technical resources made electronically available to any of Mark43' s other customers. The Mark43 account manager or primary point of contact for Subscriber with respect to this Agreement will be Matt Neal.

L 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 Parry Software (as defined below) solely to the extent specified in Section 71 below ("Service Levels for Integrated Third Party Software"). Mark43 shall provide Subscriber with prompt notification as soon as it becomes aware of any actual or potential unscheduled downtime ( defined below) of the RMS, as well as continual periodic updates during the unscheduled downtime regarding Mark43' s progress in remedying the unavailability and the estimated time at which the RMS shall be available.
ii. RMS Service Credits. In the event that Mark43 fails to make the RMS available at least 99. 9% of the time in any given month during the Regular Usage Period due to RMS Unavailability (as defined below), Mark43 will credit the Subscriber' s account for the unavailable RMS as follows:

RMS Availabll Monts Credit Piecemeal
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 Subscribers 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 10 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 arse.

Credit Percentage" means the applicable percentage of the portion of the Fees attributable to Services in the calendar month in which the RMS Unavailability occurs. For example, if Subscriber has paid Mark43 $ 1, 000 for one year of a Regular Usage Period, and the RMS Availability falls to 99. 5% during any calendar month in that year, then Mark43 will owe Subscriber a 10% credit on that month' s portion of the Fee, or: $1, 000/ 12 = $ 83. 33 per month, and 10% of $83. 33 = $ 8. 33. In this example, Mark43 would owe Subscriber $8. 33 in credit for the month in which RMS Availability fell to 99. 5%.

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

The issuance of RMS Service Credit by Mark43 hereunder is Subscriber' s sole and exclusive remedy for any failure by Mark43 to satisfy the service levels set forth in this Section 7( a). b. Service Levels for the Computer Aided Dispatch Application (CAD) i. CAD Availability. During any calendar month of a Regular Usage Period, CAD shall be available to Subscriber no less than 99.95% of the time on a 24x7 basis, excluding scheduled maintenance of CAD CAD Scheduled Downtime"); provided, however, that Mark43 shall not be responsible for downtime of CAD under this section caused by Third Party Data services ( e.g. Department of Motor Vehicles license plate database), or Third Party Components, and such Third Party downtime will not count againsl the service levels promised herein. Any CAD Scheduled Downtime shall be scheduled on minimal traffic days whenever possible. The parties agree that the total amount of CAD Scheduled Downtime shall not exceed 60 minutes during any 30 -day period. Mark43 shall provide Subscriber with immediate telephone notification to the paint of contact set forth in the Agreement as soon as it becomes aware of any actual or potential unavailability of CAD other than CAD Scheduled Downtime (" CAD Unscheduled Downtime"), as well as continual periodic updates during the CAD Unscheduled Downtime regarding Mark43's progress in remedying the unavailability and the estimated time at which the CAD shall be available.
ii. Error Response and Resolution. When reporting a failure of the CAD to Mark43 ( a " CAD Error'), Subscriber shall identify ( he CAD Error as a Severity Level 1, 2, or 3 ( each defined below) based on Subscribers initial evaluation. If Mark43 becomes aware of a Severity Level 1 or 2 CAD Error, Mark43 shall promptly, but in no event to exceed the Initial Response timeframe in the chart set forth below, notify Subscriber, and such notice shall identify the CAD Error as a Severity Level 1 or 2 CAD Error based on Mark43' s initial evaluation. Mark43 and Subscriber shall cooperate in good faith to jointly determine whether a CAD Error is a Severity Level 1, 2, or 3 CAD Error; provided, however, that in the event that Mark43 and Subscriber cannot come to such joint determination despite such good faith cooperation, Mark43' s determination shall control. Subscriber may report to Mark43 any Severity Level 1 or 2 CAD Error 24 hours per day, 7 days per week, and any Seventy Level 3 CAD Error during Mark43' s normal business hours. Upon notification by Subscriber of a CAD Error, Mark43 shall commence and diligently pursue correction of such CAD Error, at all times employing at least the level of effort (" Level of Effort") designated in the chart set forth below and in all instances providing an Initial Response, temporary resolution or fix (a " Work Around") and a permanent fix ( a "Permanent Correction") to Subscriber within the timeframes in the chart set forth below, as measured from the earlier of the time that Subscriber notifies Mark43 or Mark43 first becomes aware of a CAD Error. Mark43 shall provide Subscriber with updates to the status of Mark43's efforts ( the "Status Updates") by telephone, email or such other means as may be reasonably designated by Subscriber from time (o time, no less frequently than the timeframes identified in the chart set forth below. For the avoidance of doubt, a CAD Error does not include, and Mark43 will not be responsible for, any feature or functionality of the CAD that is not set forth in Section 1( b)( i)( 2) of this Schedule A or in a project plan created for Subscriber by Mark43.

1. " Severity Level 1 CAD Error" means any CAD Error that, for fifty percent ( 50%) or more of Subscribers dispatchers, renders the CAD or any material portion thereof inoperative, or materially impairs use of the CAD in a production environment. Examples of Severity Level 1 CAD Errors include, without limitation, situations in which the CAD are inoperable and causing dispatchers to experience a total loss of service, continuous or frequent instabilities, a loss of connectivity or inability to communicate as intended, or there is an inability to process transactions, the creation of a hazard or emergency, or the inability to use a primary feature or function of the CAD.

Severity Level 2 CAD Error' means any CAD Error that, for fifty percent ( 50%) or more of Subscribers dispatchers, substantially impairs use of one or more features or functions of the CAD, which constitute less than a material portion thereof, in a production environment, or any CAD Error occurring in a testing or other non -production environment that, if occurring in a production environment, would constitute a Seventy Level 1 CAD Error. Examples of Severity Level 2 CAD Errors include, without limitation, situations in which a CAD Error is causing interrnifient impact to dispatchers, loss of redundancy, loss of routine administrative or diagnostic capability, or inability to use a secondary feature or function of the CAD.

Severity Level 3 CAD Error' means any CAD Error that, for fifty percent ( 50%) or more of Subscnbe' s dispatchers, has a minimal impact on the performance or operation of the CAD. Examples of Seventy Level 3 CAD Errors include, without limitation, a CAD Error having only a minimal impact on dispatchers and CAD Errors seen in a test or other non -production environment that, if deployed in a production environment, would not constitute a Severity Level 1 CAD Error.

Severity level N Effort Initial Response mound Permanent StNus updates
II"
Continuous best Immediate, but in Every 3 hours prior
efforts, 24 hours per 3 calendar to a Work Around
1 day, 7 days per week no event to 6 h
days and every calendar 30 minutes
day thereafter
Commercially Every 6 hours prior to
reasonable efforts, 24 5 calendar a Work Around and
2 hours per day, 7 days
1hour 24 hours days every calendar day
perweek thereafter
Commercially Every 2 Business Days
reasonable efforts, 10 prior to Work
3 during normal business 1 Business Day Business 20 Business Around and every 5 hours Days
Days
Business Days
thereafter
CAD Service Credits. Mark43' s failure to meet the CAD services levels set forth in Section 7( b) during any calendar month of a Regular Usage Penod entities Subscriber to Fee credits (the "CAD Service Credits)") calculated as set forth below. Any CAD Service Credits owed to Subscriber hereunder shall offset against any subsequent Fees owed by Subscriber and shall be Subscriber' s sole and exclusive remedy with respect to Mark43' s failure to provide the CAD. If Mark43 fails to meet the CAD service levels set forth in this Section 7( b) in any applicable calendar month during the Regular Usage Period, then Mark43 shall credit Subscriber five percent ( 5%) of the portion of the Fees attributable to CAD Services in the calendar month in which such CAD service level failure occurs. The applicable CAD Service Credits will be applied to the next invoice. Only one CAD Service Credit for failure to meet the applicable service level shall be granted for each Service in a calendar month of the Regular Usage Period.
c. Service Levels for Integrated Third Parry 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 Contract shall not apply to downtime caused by Integrated Third Parry Software or the integrations or connections to Integrated Third Party Software.
i. Availability of Third Party Applications. The Statement of Work will outline specific Third Party Application integrations (the " Integrated Third Parry Software") to be performed by Mark43 during the Professional Services Period, and the Subscriber's and Mark43' s respective rights regarding acceptance of those Services. During the Regular Usage Period, the Integrated Third Parry 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 12 receive the requisite advance notice, and such downtime will not count against the service levels promised herein. Mark43 agrees that it shall schedule any Integration Scheduled Downtime on minimal traffic days whenever possible. The Parties further agree that Mark43 shall not schedule in excess of 90 minutes of Integration Scheduled Downtime in during any 30 -day period. Mark43 shall provide Subscriber with immediate telephone notification to the point of contact set forth in the Contract as soon as it becomes aware of any actual or potential unavailability of an Integration other than Integration Scheduled Downtime Integration Unscheduled Downtime"), as well as continual periodic updates during the Integration Unscheduled Downtime regarding Mark43' s progress in remedying the unavailability and the estimated time at which the Integration shall be available.

Responsibilities for Planned Updates. Subscriber shall provide Mark43 with prompt notice, and in no case fewer than forty-five ( 45) days' advance notice, of any update by the Third Party provider of Integrated Third Party Software. Mark43 shall undertake commercially reasonable efforts to patch, repair or update the Software in order to integrate it with the updated Integrated Third Party Software.

Responsibilities for Planned Upgrades. Subscriber shall provide Mark43 with prompt notice, and in no case fewer than ninety (90) daysadvance 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 Parry 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.
13 SCHEDULED
Additional Terms
Vendors
Goble: 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: hips I/ maps goofte com/help/ terms maps. html Goonle Privacy Policy: hUps:// oolicies.google.com/ privacylhl=en&ql= us Acceptable Use. httn5/lentemnsePoorte.Oomlmaps/termsluniyersal aup. hfml Amazon:

Universal Service Terms: hftos:/ laws am. mn. com/,;. rvna anal Acceptable Use. https./iaws. amazon. com/aup
Auth0 (If elected)'.

Acceptable Use: hUps:// cdn.auth0.com/ website/legal/files/ aup- 19. odf RapidSOS (if elected): Subscriber must sign up and accept the terms contained within the following link:
hffps:/Iinfo.rapidsos. comlrapidsos-integrations- sign u p ii. Subcontractors
Subscriber consents to Mar1, 43's use of the following subcontractors: CommSys. Corti terms are attached hereto.
14 AII
i
CERTIFICATE OF LIABILITY INSURANCE F(.( MY1°
1, 26/ 2022 1 6/ 30/ 2021
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW. THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

IMPORTANT: If the certificate holder is an ADDITIONAL INSURED, the pollcy(les) must have ADDITIONAL INSURED previsions or be endorsed.

H SUBROGATION IS WAIVED, subject to the terms and conditions Of this policy, certain policies may require an endorsement. A statement On this certificate does not confer rights to the certificate hostler in lieu of such endooamehIs .

PRDGUCER Loekton Companies eoxrA r
1185 Avenue of the Americas, Suite 2010
Neve York NY 10036
MEOEXP( yonepe m is 15, 000
e46- 572-7300OGRESS; A
INSURERa AF FORDINGROVERAGE N
Is ERA - Atlanta Specialty Insurance Company 31925
INSURED 1436381 Mark43 Inc. INS -: ACE American_inSUTance Company 2667 250 Hudson SL, 3 FL INSURER r The Continental Insurance Compal 35289 Now York VY 10013

ANYPVTO

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DESORIPPON OF OPERATIONS I LOLATONS I VEHICLES ( ALORO 101. Atltllxenel Remade SVMtlule, rosy M aln[ ryetl p mpn tpeoe le nqulrvtll City Ol Redondo Beach I

SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE 401 Diamond St THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN Redondo Beach CA 90277 ACCORDANCE WITH THE POLICY PROVISIONS. 1988- 2815 ACORD CORPORATION, 651 Points
L •...+ r me MLUJISO name and logo are registered marks of ACORD AMENDMENT NO. 1 TO

SOFTWARE LICENSE AND SERVICES AGREEMENT
This Amendment No. 1 to the Software License and Services Agreement (this " Amendment"), is dated as of July 2nd, 2019, and is by and between Mark43, Inc.-, with offices at 28 E. 28th Street, 12th Floor, New York, NY 10016 Mark43") and the City of Redondo Beach, having a place of business at 410 Diamond Street, Redondo Beach, CA 90277 (" Subscriber", and together with Mark43, the " Parties;' and each, a A. WHEREAS, the Parties have entered into that certain Software License and Services Agreement, dated as of December 19, 2017 (the " Existing Agreement"); and
B. WHEREAS, the Parties hereto desire to amend the Existing Agreement to update Schedule A and C thereto, and to memorialize Schedule D, on the terms and subject to the conditions set forth herein.

NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:

1. Definitions. Capitalized terms used and not defined in this Amendment have the respective meanings assigned to them in the Existing Agreement.

2. Amendments to the.Existin¢ Agreement. As ofthe Amendment Effective Date ( defined below), the Existing Agreement is hereby amended or modified as follows:
a. Schedule A of the Existing Agreement is hereby amended by deleting it in its entirety and substituting the Schedule A attached to this Amendment. b. Schedule C of the Existing Agreement is hereby amended by deleting it in its entirety and substituting the Schedule C attached to this Amendment. c. Schedule D in the form attached to this Amendment is hereby added to the Existing Agreement as Schedule D thereto.
d. The new Statement ofWork attached to this Amendment is hereby added to the Existing Agreement as Appendix B thereto.

3. Date of Effectiveness: Limited Effect. This Amendment is effective as of the date first written above ( the Amendment Effective Date"). Except as expressly provided in this Amendment, all of the terms and provisions ofthe Existing Agreement are and will remain in full force and effect and are hereby ratified and confirmed by the Parties. Without limiting the generality ofthe foregoing, the amendments contained herein will not be construed as an amendment to or waiver of any other provision of the Existing Agreement or as a waiver of or consent to any further or future action on the part ofeither Party that would require the waiver or consent of the other Party. On and after the Amendment Effective Date, each reference in the Existing Agreement to " this Agreement," " the Agreement," " hereunder, " hereof," "herein," or words oflike, import, and each reference to the Existing Agreement in any other agreements, documents, or instruments executed and delivered pursuant to, or in connection with, the Existing Agreement, will mean and be a reference to the Existing Agreement as amended by this Amendment.

4. Representations and Warranties. Each Party hereby represents and warrants to the other Party that:
a. It has the full right, power, and authority to enter into this Amendment and to perform its obligations hereunder and under the Existing Agreement as amended by this Amendment. b. The execution of this Amendment by the individual whose signature is set forth at the end of this Amendment on behalf of such Party, and the delivery of this Amendment by such Party, have been duly authorized by all necessary action on the part of such Party. c. This Amendment has been executed and delivered by such Party and ( assuming due authorization, execution, and delivery by the other Party hereto) constitutes the legal, valid, and binding obligation of such Party, enforceable against such Party in accordance with its terms.

5. Miscellaneous.
a. This Amendment and all related documents including all exhibits attached hereto, and all matters arising out of or relating to this Amendment, whether sounding in contract, tort, or statute are governed by, and construed in accordance with, the laws of the State of California, without giving effect to the conflict of laws provisions thereof to the extent such principles or rules would require or permit the applicatian of the laws of any jurisdiction other than those of the State of California. b. This Amendment shall inure to the benefit of and be binding upon each of the Parties and each of their respective successors and assigns.
c. The headings in this Amendment are for reference only and do not affect the interpretation of this Amendment.
d. This Amendment may be executed in counterparts, each of which is deemed an original, but all of which constitute one and the same agreement. Delivery of an executed counterpart of this Amendment electronically or by facsimile shall be effective as delivery of an original executed counterpart ofthis Amendment.
e. This Amendment constitutes the sole and entire agreement between the Parties with respect to the subject matter contained herein, and supersedes all prior and contemporaneous understandings, agreements, representations and warranties, both written and oral, with respect to such subject matter.
f. Each Party shall pay its own costs and expenses in connection with this Amendment (including the fees and expenses of its advisors, accountants, and legal counsel).

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

CITY OF REDONDO BEACH
Name: William C. Brand
Title: Mayor
ATTEST:

Eleanor Manzano4acr
APPROVED:

Jill Bu, holz, Risk Manager
APPROVED AS TO FORM:

Michael W. Webb, City Attorney
11 MARK43. INC.

Bv:

Name:, i
Title: qA>

SCHEDULE A
Services Schedule

1. Services. The Services covered by this Agreement consists of the following:
a. Professional Services:
i. RMS/ Evidence Interfaces ( subjectto consent and cooperation of the third parties and, Mark43)

1. Pulsium CAD Interface to Mark43 RMS — Included ( Not required if CAD and RMS Applications launch at the same time)

2. Livescan Interface to Mark43 RMS — Included

3. CrossRoads Interface to Mark43 - Included

4. COPLINK Interface to Mark43 — Included
ii. CAD Interfaces (subject to consent and cooperation of the third parties and Mark43)

1. CLETS ( CommSys) Interface to Mark43 CAD - Included

2. ANI/ALIIVesta / E911 Interface to Mark43 CAD — Included

3. Firehouse

4. SPIDR Tech

5. WestNeWtetron

6. Cry" Wolf
iii. The Data Migration to be provided is described as follows:

1. Redondo Beach PD RMS legacy data from Pulsium RMS — Included a. Pulsium will provide Redondo Beach PD RMS data to Mark43 in a SQL Server or MYSQL relational database).

2. Redondo Beach PD legacy reports ( in . PDF) from LaserFiche - Included b. SaaS Services:

I. The Applications to be provided are described as follows:

1. Records Management System (RMS)
Report, Writing
In -Station & Mobile Field Reporting
Incident, Offense & Arrest Reports
Field Contact Reports
Use of Force Reports
DUI Arrest
Active Error Validation
Smart Duplicate Data Entry Logic and Prevention
Unlimited Report Attachments
Auto -Validation of Fields, Locations and People
Word Processing Tools
Context -Sensitive Report Export Formats
Full Report Audit History
Email & In -App Notifications
User Specific Reports Dashboard
Case Management
Seamless Report Import
Active Master Entity Sync
Unlimited Case Attachments
Dashboard for Case Tracking
Configurable Task Lists by Case Type
Dynamic Master Entity Profiles
Email.& In -App Notifications
Context -Sensitive Case Export Formats
Property & Evidence
Mobile Device Application for Barcode Scanning, Audits & ID Capture Automatic Custodial Property Report Generation
Master Item Profile
Configurable Barcodes & Disposition Notifications
Bulk Item Filtering & Actioning
Dashboard for Inventory Management
Immutable Chain of Custody
Storage Location Setup and Customization
Email & In -App Notifications
Full Evidence Audit History
Chain of Custody Validations and Guardrails
Digitally capture signatures and photo ID's
Batch Label Printing
Support for Zebra Printing
Mobile Application (barcode scanning)
Automated disposition approval process with customizable retention periods Warrant Management
Linked Incidem/Arest Reports, Warrants, and Entity Records Dashboard for Warrant Tracking and Management
Configurable Warrant Number Format, Fields, and Permissions Context -Sensitive Warrant Export Formats
Booking Management
RMS -integrated booking with limited records/data duplication Linked Arrest Reports and Entity Records
Booking record creation and management
Booking records linked to MN
Live Scan Integration
Prisoner Property Management
Inmate Tracking and Activity Logs
Configurable Holding Areas and Intake Questionnaires
Department Personnel Linked to Booking Record
Context -Sensitive Booking Record Export Formats
Stat Reporting & Crime Analysis
Active Error Detection
Automatic SRS/NIBRS Code Mapping
Integrated Workspace for UCR Report Creation
Real -Time Dashboard for Platform-WideStats
Advanced CAD, RMS & Entity Search
Multi -Input & Fuzzy Match Search Filters
Comprehensive Analysis Filters
Data Visualization Support
System Administration
Configurable Permissions & Roles for Individual Users & Records Configurable Fields, Statutes, Codes & Validation Rules Shapefile Import
Configurable Street & Location Aliases
Configurable Department Alerts & Notifications
IP Address Whitelisting & Blacklisting for Enhanced Security Open API for Third -Party Connections
Custom Units, Teams and User Roles
Automatic UCR & NIBRS coding
Permission -based Rea / Write Privileges

2. Computer Aided Dispatch (CAD)
Dispatcher
Individualized Workstation Setup
Unit Management and Monitoring
Auto Complete Verified Event Locations & ANI/ALI Data
Prominent Alerts for New Information
Configurable Command Line Functionality
Bi -Directional Syncing of Historical RMS Data
Mutti-Layered AVL Map View
Real -Time Event Chat
Override Ability for Unit Recommendations
Event Management
First Responder (Mobile)
Seamless RMS Report Generation
Prominent Alerts for New Information
Bi -Directional Syncing of Historical RMS Data
Real -Time Event Chat
e Multi -Layered AVL Map View
Automatic & Manual Status -Setting Ability
Automatic Vehicle Location Mapping (Integration)
In -App Messaging
System Administrator
Desktop, Laptop & Tablet Agnostic
Web -Based & Installed Application Options
Vendor -Free Configurations
Scheduling System Integration
Seamless Data Exchange forExternal Databases
Full Event Log
IP Address Whitelisting & Blacklisting for Enhanced Security Open API for Third -Party Connections

3. Mark43 Business Intelligence (BI) Suite
The Parties agree to evaluate the requirements together and agree on a time frame for completion.

Subscriber understands and agrees that third party, service providers may impose additional license, warranty and other terns on Subscriber. Subscriber agrees to enter into additional agreements as reasonably required by such third parties and Mark43, including, without limitation, a differentwarranty/SLA addressing uptime and maintenance. BI Suite includes the following capabilities:

Interactive dashboards that update visualizations basedon filters and legends. e 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 IaUlong 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, timelineand 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 ii. Following go -live of each Application, Mark43 will provide Subscriber with the SaaS Services for the Fees set forth in Section 4 below (the'"Regular Usage Period"). The parties anticipate thatthe.Regular Usage Period for RMS, CAD and Evidence will commence on or about June 30, 2020.

2. Initial Term. The Initial Term commences on the Effective Date and concludes at the end of the five-year period of the Regular Usage Period of the RMS Application.

3. Renewal Terms. Any Renewal Terms shall be for a period of 1 year.

4. Fees.
a. Professional Services One -Time Fees (Total: $30,000):
i. Cry WolfInterface Development: $5,000
ii. Firehouse Interface Development: $ 1
iii. SPIDR Tech Interface Development: $5, 000
iv. N/estneUZetron Interface Development: $ 5,000
b. Professional Services Annual Fees for CAD Interface Support and Maintenance (Total:.$ 8, 000 per year, commencing with YearJ of the Regular Usage Period)
i. ANI/ALI: $ 0
H. Cry Wolf: $2,000
iii. Firehouse: $2,000
iv. SPIDR Tech: $2,000
v. Westnet/Zetron: $2,000
c. Subscription Fee:
i. RMS and Evidence: The Subscription Fee for the RMS / Evidence Applications for the Initial Term is 97;920 per year based on $ 85.00 per sworn officer per month during the Regular Usage Period of the RMS/Evidence Applications.
fl. CAD: The Subscription Fee for the CAD Application for the Initial Term is $97,920 per year based on

85.00 per sworn officer per month during the Regular Usage Period of the CAD Application. iii. BI Suite: The Subscription Fee for the Mark43 BI Suite for the Initial Term is $2, 500 per year for up to five 5) Explorer Licenses`, provided that the fee shall be waived for Year 1 of the Initial Term. With these Licenses, Subscriber is eligible to receive up to four (4) remote.training sessions on utilization the BI Suite (such
of
h training to occur during Year 1 of the Initial Term).

Explorer Licenses allow the designated users to access Mark43 BI Suite and create analytic dashboards. Such users can save, share, view and download such analytic dashboards. 11116rk43 Pricing is based on the number of sworn officers employed directly or indirectly bySubscriber at the time the Order Form is signed. In the event that Subscriber increases or decreases its number of employed sworn officers, which is currently 96, to more than 106 or lessthan 86, then the fee shall adjust by increasing or decreasing to $85 per swom officer per month for the updated number of sworn officers.

Mark43 will notify Subscriber of any changes to the Fees for a Renewal Term at least forty-five (45) days prior to the start of the Renewal Term.

S. Payment. Schedule.
a. Subscriber will pay the Fees for the Initial Term on the following schedule:

Year 1 Payment Schedule (RMS, Evidence and BI Suite)
Contract signing 0%
December 2
1 Project Kickoff - - - - 45%
J_a_ nuary 151'
Completion of Department 125 j
24,480.00
Total Year 1 Payments $
97,920.00
Years 2 through 5 Payment Schedule (RMS, Evidence and BI Suite) Year 2Payment Date
I
AmountDue.

September 2019
105, 920. 00
Year Payment. Date
Second anniversary of Amendment Effective Date 105, 920. 00 Year 3 Payment Date
SeptembDr202O 100,420.00
100,420.00
100,420.00
Year 4 Payment Date
September 2021
Year 5 Payment Date
September 2022
TotalYears 2 through 5 Payments 401, 680.00
Year Payment Schedule ( CAD)
of Year 1 Due
Effective Date i 25% _ — _ $ 31, 920.00
of Product 20%
n _
of Traininq 25%
Years 2 through 5 Payment Schedule (CAD)
05,584.00
25,584. QO

19. 188. 00
Annual Subscn tion & Interface Maintenance Costs Years 2S 105,920 Payment Dates by Year
Yearr22 Payment Date
Amount Due --
First anniversary of Amendment Effective Date 105, 920. 00 Year Payment. Date
Second anniversary of Amendment Effective Date 105, 920. 00 Year 4 Payment Date
CredittPercenta e
Third anniversary of. Amendment Effective Date 105,920.00

99. 8 -. 99. 0% 10%
Year 5 Payment Date
20%
April 30, 2023 105,920.00
TotalYears 2 through 5 Payments
423,680. 00
b. Renewal Tenn: Fees for any Renewal Term will be paid in full in advance on the first day of the Renewal Tenn.

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 supportSubscriber'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 Mark43 will notify Subscriber in writing of any changes no less than 5 days in advance. Mark43.shall provide Subscriber with online access to its known -problem database and any other resource containing information that will aid in problem and error resolution and correction, as well as any other technical resources made electronically available to any of Mark43's other customers. The Mark43 account manager or primary point of contact for Subscriber with respect to this Agreement will be Matt Neal.

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 anydowntime 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 extentspecified in Section 71 below ("Service Levels for Integrated Third Party Software"). Mark43 shall provide Subscriber with prompt notification as soon as it becomes aware of any actual or potential unscheduled downtime (defined below) of the RMS, as well as continual periodic updates during the unscheduled downtime.regarding Mark43' s progress in remedying the unavailability and the estimated time at which the RMS shall be available.

RMS Service Credits. In the event that Mark43 fails to make the RMS available at least 99.9% of the time in any given month during the Regular Usage Period due to RMS Unavailability, (as defined below), Mark43 will credit the Subscriber's account for the unavailable RMS as follows:

RMS Availability (Monthly) CredittPercenta e
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 Subscribers 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 internal congestion or a force majeure. Subscriber will be responsible for iriniediately notifying Mark43 of all Third Party -managed VPN, access and internal or external (e.g. intemet 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 inwhich the RMS Unavailability occurs. For example, if Subscriber has paid Mark43 $ 1, 000 for one year of a RegularUsage Period, and the RMS Availability falls to 99.5% during any calendar month in that year, then Mark43 will awe 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.

CAD Availability. During any calendar month of a Regular Usage Period, CAD shall be available to Subscriber no less than 99.95% of the time on a 247 basis, excluding scheduled maintenance of CAD CAD Scheduled.Downtime"); provided; however, that Mark43 shall not be responsible for downtime of CAD under this section caused by ThirdParty Data services ( e.g. Department of Motor Vehicles license plate database), or Third 'Party Components, and such Third Party downtime will not count against the service levels promised herein. Any CAD Scheduled Downtime shall be scheduled on minimal traffic days whenever possible. The parties agree that the total amount of CAD Scheduled Downtime shall not exceed 60 minutes during any 30 -day period. Mark43 shall provide Subscriber with immediate telephone notification to the point of contact set forth in the Agreement as soon as it becomes aware of any actual or potential unavailability of CAD other than CAD Scheduled Downtime (" CAD Unscheduled Downtime"), as well as continual periodic. updates during the CAD Unscheduled Downtime regarding Mark43' s progress in remedying the unavailability and the estimated time at which the CAD shall be available.

Error Response and Resolution. When reporting a failure of the CAD to Mark43 ( a " CAD Error"), Subscriber shall identify the CAD Error as a Severity Level 1, 2, or 3 ( each defined below) based on Subscribers initial evaluation. If Mark43 becomes aware of a Seventy Level 1 or 2 CAD Error, Mark43 shall promptly, but in no event to exceed the Initial Response timeframe in the chart set forth below, notify Subscriber, and such notice shall identify the CAD Error as a Severity Level 1 or 2 CAD Error based on Mark43' s initial evaluation. Mark43 and Subscriber shall cooperate in good faith to jointly determine whether a CAD Error is aSeverity Level 1, 2, or 3 CAD Error; provided, however, that in the event that Mark43 and Subscriber cannot come to such joint determination despite such good faith cooperation, Mark4$' s determination shall control. Subscriber may report to Mark43 any Severity Level 1 or 2 CAD Error 24 hours per day, 7 days per week, and any Severity Level 3 CAD Error during Mark43' s normal business hours. Upon notification by Subscriber of a CAD Error, Mark43 shall commence and diligently pursue correction of such CAD Error, at all times employing at least the level of effort ("Level of Effort") designated in the chart set forth below and in all instances providing an Initial Response, temporary resolution or fix (a "Work Around") and a permanentfix I: a "Permanent Correction") to Subscriberwithin the timeframes in the chart set forth below, as measured from the easier of the time that Subscriber notifies Mark43 or Mark43 first becomes aware of a CAD Error. Mark43 shall provide. Subscriber with updates to the status of Mark43' s efforts (the "Status Updates") by telephone, email or such other means as may be reasonably designated by Subscriber from time to time, no less frequently than the timeframes identified in the chart set forth below. For the avoidance of doubt, a CAD Error does not include, and Mark43 will not be responsible for, any feature or functionality of the CAD that is not set forth in Section 1( b)( ix2) of this Schedule A or in a project plan created forSubscriber by Mark43.

1. " Severity Level 1 CAD Error" means any CAD Error that, for fifty percent ( 50%0) or more of Subscriber's dispatchers, renders the CAD or any material portion thereof inoperative, or materially impairs use of the CAD in a production environment. Examples of Severity Level 1 CAD Errors include, without limitation, situations in which the CAD are inoperable and causing dispatchers to 10 experience a total loss of service, continuous orfrequent instabilities, a loss of connectivity or inability to communicate as intended, or there is an inability to process transactions, the creation of a hazard or emergency, or the inability to use a primary feature or function of the CAD.

2. " Severity Level 2 CAD Error" means any CAD Error that, for fifty percent ( 50%) or more of Subscribers dispatchers, substantially impairs use of one or more features or functions of the CAD, which constitute. less than a material portion thereof, in a production environment, or any CAD Error occurring in a testing or other non -production environment that, if occurring in a production environment, would constitute a Severity Level 1 CAD Error. Examples of Severity Level 2 CAD Errors include, without limitation, situations in Which a CAD Error is causing intermittent impact to dispatchers, loss of redundancy, loss of routine' administrative or diagnostic capability, or inability to use a secondary feature or function of the CAD.

3. " Severity Level 3 CAD Error" means any CAD Error that, for fifty percent ( 50%) or more of Subscribers dispatchers, has a minimal impact on the performance or operation of the CAD. Examples of. Severity Level 3 CAD Error's include, Without limitation, a CAD Error having only a minimal impact on dispatchers and CAD Errors seen in a test or other non -production environment that, if deployed in a production environment, would not constitute a Severity Level 1 CAD Error.

Severity Level of Effort Initial ResponseMirk Permanent Status Updates Level Around . . Correction_
Continuous best
Immediate, but in Every 3 hours prior
1 ehours efforts, per I no event to 6 hours
3 calendar to a Work Around
day, 7 days per week exceed 3l) minutes days and every calendar day thereafter
Cornmercially Every 6 hours prior to
2 reasonable efforts, 24
1 hour 24 hours
5 calendar a Work Around and
hourser P day, Y 7 daysY days every calendar day
per week thereafter
Commercially Every 2 Business Days
reasonable efforts, 10 prior to a Work
3 during normal business 1 Business Day Business 20 BusinessAround and every 5 hours Days
Days
Business Days
thereafter
CAD Service Credits. Mark43' s failure to meet the CAD services levels set forth in Section 7(b) during any calendar month of a Regular Usage Period entitles Subscriber to Fee credits (the " CAD Service Credit(s)") calculated as set forth below. Any CAD Service Credits owed to Subscriber hereunder shall offset against anysubsequent Fees owed by Subscriber and shall be Subscribers sole and exclusive remedy with respect to Mark43' s failure to provide the CAD. If Mark43 fails to meet the CAD service levels, set forth in this Section 7( b) in any applicable calendar month during the Regular Usage Period, then Mark43 shall credit Subscriber five percent (5%) of the portion of the Fees attributable to CAD Services in the calendar month in which such CAD service level failure occurs. The applicable CAD Service Credits will be applied to the next invoice. Only one CAD Service, Credit for failure to meet the applicable service level shall be granted for each Service in a calendar month of the Regular Usage Period.
c. Service. Levels for Integrated Third Party Software. Notwithstanding anything else to the contrary contained herein, Mark43 shall be responsible for any downtime of or related to the Applications or Integrated Third Party Software ( as defined below) that is caused by Integrated Third Party Software solely to the extent specified in this Section 7(c). Credit Percentages Service Credits referenced elsewhere in this Contract shall not apply to downtime caused by Integrated Third Party Software or the integrations or connections to Integrated Third Party Software.

L Availability of Third Party Applications. The Statement of Work will outline specific Third Party Application integrations (the "Integrated Third Party Software") to be performed by Mark43 during the Professional Services Period, and the Subscriber's and.Mark43' s respective rights regarding acceptance of those Services. During the Regular Usage Period, the Integrated Third Party Software shall be operational no Jess 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 II
receive the requisite advance notice, and such downtime will not count against the service levels promised herein. Mark43 agrees that it shall schedule any Integration Scheduled Downtime on minimal traffic days whenever possible. The Parties further agree that Mark43 shall not schedule in excess of 90 minutes of Integration Scheduled Downtime in during any 30 -day period. Mark43 shall provide Subscriber with immediate telephone notification to the point of contact set forth in the Contract as soon as it becomes aware of any actual or potential unavailability of an Integration otherthan Integration Scheduled Downtime Integration Unscheduled Downtime"), as well as continual periodic updates during the Integration Unscheduled Downtime regarding Mark43' s progress in remedying the unavailability and the estimated time at which the Integration shall be available.
ii. Responsibilities for Planned Updates. Subscriber shall provide Mark43 with prompt notice, and in no case fewer than forty-five ( 45) days' advance notice, of any update by the Third Party provider of Integrated Third Party Software. Mark43 shall undertake commercially reasonable efforts topatch, repair or update the Software in order to integrate it with the updated IntegratedThird. Party Software. iii. Responsibilities for Planned Upgrades. Subscriber shall provide Mark43 with prompt notice, and in no case fewer than ninety (90) days' advance notice, of any planned upgrade by the Third Party provider of Integrated Third Party Software. Mark43 shall evaluate the time and resources required to patch, repair or update the Software in order to integrate it with the upgraded Integrated Third Party Software. The Parties shall engage in good faith negotiations to agree on the terns ( 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.
12 N,4J
y
r
ss

SCHEDULE C
Technical Requirements
This Schedule lists the minimum technical requirements required forMark43's RMS, CAD, Evidence Management and Data Exchange applications. This also describes the requirements for Mark43 interface servers. Third Party Providers and subcontractors may have additional requirements that are not listed here.

1. MARK43 RMS

1. 1 RMS Workstation Requirements
Item Minimum Recommended
Operating System Windows 7+, Apple OS X 10.X Windows 10, Mac OS 1O.X Processor 1x dual -core processor 1 x dual -core processor or greater Architecture x64 / x86 x64
Memory 4 GB 6 GB+
Network Card 1x 2Mbps+ NIC 1x tOMbps+ NIC
Display(s) 1x 10.24x768 1 x 1920x1080
Hard Drive 1 GB available space 5 GB available space
Graphics Card WA I N/A
I Bandwidth 2 Mbps 5+-Mbps

1.. 2 RMS Workstation Site Internet Requirements
The Mark43 platform operates as a single -page application where most of the heavy download load is needed only on initial page load for each user. Mark43 recommends for the RMS application an overall intemet bandwidth connection of 1+ Mbps per concurrent user using that connection. Actual performance and usage may vary greatly depending on user usage of other intemet-connected applications and your ISP.

1. 3 RMS Browser Requirements
Mark43 RMS is web -based and requires a modem web browser to access the system. Mark43 RMS supports all versions of Microsoft Internet Explorer and Google Chrome that receive technical support and security updates from the browser vendor.

Google Chrome ( latest)
Microsoft. Internet Explorer: All versions of Microsoft Internet Explorer that receive technical support and browser updates. (As of 1/ 1/ 2019 this is IE 11+, Microsoft Edge)

1. 4 RMS Mobile Data Terminal Requirements
Item I Minimum Recommended
Operating System Windows 7+, Mac OS X 10.X Windows 10, Mac OS 10.X Processor 1 x dual -core processor 1 x dual -core processor or greater Architecture x64 / x86 I x64
Memory 2 GB 4 GB+
Network Card 2 Mbps (4G LTE) 57F Mbps (4G LTE)
Display(s) 1x 1024x768 1x 1024x768+
Hard Drive 1 GB_ available space 5 GB available space
Graphics Card N/A WA
3 saa.
13 2. MARK43 CAD

2. 1 CAD Call Taker/ Dispatcher Workstations
Mark43 recommends solely using the Mark43 CAD installed windows application for CAD call takers and dispatchers.

The installed application allows for mufti -window functionality and a more seamless user experience for power -users of the CAD application.
1 Item Minimum I Recommended
Operating System I Windows 7+, Mac OS X 10.X I Windows 10, Mac OS 10.X I Processor
Architecture
1 1 x dual -core processor
x64
1x quad -core processor or greater
x64
Memory 4 GIB 8 GB+
Network Card I1z 2Mbps+ NIC 1x 10 Mbps+ NIC
Dispwy(s) 1 x 1024x768 monitor 2x+ 1. 20x1080 monitors
Hard Drive 1 GB available space 5 GBavailable space
Graphics Card 1128 MB of video memory 2x 512MB NVIDIA Quadro NVS 310, 4 MON
Bandwidth 2 Mbps 10+ Mbps

2.2 CAD Call Taker/ Dispatcher Workstation Site Internet Requirements The Mark43 platform operates as a single -page application where most of the heavy download load is needed only on initial page load for each user. Mark43 highly recommends for the CAD application an overall intemet bandwidth connection of 2+ kbps per concurrent user using that connection and a backup ISP connection with automatic failover. Actual performance and usage may vary greatly depending on user usage of other intemet-connected applications and your ISP.
23 CAD First Responder Mobile Data Terminal Requirements Item Minimum I Recommended
Operating System Windows 7+, Mac OS X 10.X Windows 10, Mac OS 10.X Processor 1 1 x dual -core Processor 1 x dual -core processor or greater Architecture x64 x64
Memory
Network Card
2 GB
2 Mbps+ (4G LTE)
4 GB+
5 Mbps+ (4G LTE)
1 Display(s) 1 x 1024x768 1 x 1024 x 768
Hard Drive 1 GB available space 5 GB available space
Graphics Card 128 MB of video memory
2 N/A
Bandwidth Mbps+ (4G LTE) 5 Mbps+ (4G LTE)

2.4 Mark43 CAD Web Application ( First Responder & Dispatch) Mark43 CAD is also web -based and requires a modem web browser to access the system. Mark43 CAD is only supported for the latest version of Google Chrome. All other users are recommended to use the installed version of the application.
2: 5 GPS Pinger
Item mum I Recommended
Operating System
Architecture
I Windows 7+ 1 Windows 10
x32 x64
Network Card 2 Mbps+ (46 LTE) 1 5 Mbps+ (4G LTE)
Other requirements:
14,
0oa'no°d'
ri" g n: liN,-. A4M
Powershell that is installed with Windows 7+
Net Framework v.2.0.50727 or v.4.0
Java jre 8u162
To support legacy passthrough, com0cem driver required and dedicated COM ports set up Admin access is required for installation
Service account set up with " Log in as service" permissions Verified Hardware:

Getac machines with internal GPS (BAUD rate of 96k)
BU -35354 receivers that plug in
Supported:

GPS Receiver using NMEA standard ( that is to say $ GPxxx messages) with a dedicated COM port External Antenna strongly recommended

3. MARK43 EVIDENCE MANAGEMENT

3. 1 Evidence Workstation Requirements
Evidence workstation requirements mirror the RMS workstation requirements, as evidence is loaded as a module of the RMS: ...

3.2 Evidence Smartphone Mobile Application
Platforms:
o Android version 5+
Recommended Device:
o Samsung Galaxy S7+

3. 3 Evidence Barcode Printer Requirements
Mark43 Evidence product requires a barcode printer to optimize the evidence management process. Mark43 integrates seamlessly with Zebra barcode printing hardware and requires the following printer:

ZD042 model number ZD42043-CO1 EOOEZ_
2000T label
5095 Premium Resin ribbon ( 05095CT11007)
o Ribbon roll -only (05095GS11007)

3. 4 Evidence Printer Server Requirements
The complexity with barcode printing stems from making our website communicate with physical hardware on premises with our clients. We cannot rely on Chrome/Intemet Explorer's built in printing functionality because they do not support the Zebra printing language we use for labels. In order to communicate with the barcode printers we will need an intermediate server to route printing requests. This machine can be the same machine as the Interface Servers speed below or standalone in which case it will need the following specifications:
2 GB RAM
32 GB HDD Storage
2 x 2. 0+ GHz Processors

4. MARK43. DATA EXCHANGE
The Mark43 Data exchange functionality is enabled through either the RMS or CAD applications. Additional interface servers may be required to support Mark43 Data Exchange data flows, depending on the department's size and complexity.

S. MARK43 INTERFACE SERVERS
If 3m party integrations are required, interface server(s) may be installed on site. The requirements of an interface server are as follows. The recommended number of interface servers needed depends on the interface requirements of the agency as well as the number of users supported by the data exchange product. 15*'
Item
pirating System
Minimum
Cerit057
Recommended
CentOS 7
I Processor speed & quantity 4x CPUs 8x+ CPUs
I Architecture x64 / x86 x64 / x86
1 Memory 8 GB 16+ GB
Network Card 1x 100 Mbps NIC 2x 1Gbps NICs
Display(s) N/A N/ A
Hard Drive 250 GB 500 GB_
Graphics Card N/A N/ A
16 SCHEDULE D
Additional Terms
Vendors:

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

Maps
Amazon:

Universal Service Terns: httos://aws.amazon.com/service-terms/ Acceptable Use: httos:// aWs. 6mazon. com/ auo/
it. Subcontractors:

Subscriber consents to Mark4$ s use of the following subcontractors: [any subcontractors to be determined at a later date and shall be subject to Subscriber's approvaij
17 Appendix B
Statement of Work (CAD)
t
I
Implementation
Statement of Work
Redondo Beach Police Department
Mark43
Account Executive: Terri Greene
Solutions Architect: Colleen McCanna
Implementation Mariagei:.Matt, N'eal
April. 24, 201.9

1. SOW OVERVIEW 2

2. PROJECT MANAGEMENT 2

2. 1 PROJECT MANAGEMENT OVERVIEW 2

2.2.PROJECT' MANAGEMENT SCOPE 3

2.3 PROJECT MANAGEMENT GOVERNANCE 4

2.4 PROJECT MANAGEMENT PHASES AND ACTIVITIES 6

2.4.1 PHASE 1`. Project Kick-off and Implementation Planning 6

2.4.2 PHASE 2: Project Implementation: Configuration and User Acceptance Testing (UAT) 6

2.4.3 PHASE 3: Training 7

2.4.4 PHASE 4: Cutover and Go -Live g
2:5 IMPLEMENTATION OPTIONS OVERVIEW 9

2.6 STATUS REPORTING 9

3. THIRD PARTY INTEGRATION SERVICES 9

3. 1 INTEGRATION TIERS 10

3. 2 INTEGRATION ACTIVITIES 11

4. TRAINING 12

4.1 TRAINING OVERVIEW 12

4.2 TRAINING SCOPE 12
S. INTERFACESERVER SPECIFICATIONS 13

6. TECH SPECS 14

7. NETWORKING/ FIREWALL SETUP 14
S. HYPERCARE 16

1. SOW OVERVIEW
This Statement of Work (this "SOWJ, outlines tasks required for Mark43 Project Team (hereafter Mark43 Project Team) to provide the Mark43 platform functionality purchased (hereafter Mark43 subscription) to the City of Redondo (hereafter Client) in accordance with the Software License and Services Agreement entered into between the parties (the "SLSA'). Mark43 Project Team shall perform in accordance with this SOW, which shall be effective from the Effective Date until Go Live of the Mark43 CAD. Capitalized terms used but not otherwise defined herein shall have the meaning ascribed to them in the SLSA.

This document' s intention is to outline the implementation services, data conversion scope, and 3rd party integration scope that were purchased along with the Mark43 system/ that accompany the Mark43 software implementation. This document outlines project implementation scope, Mark43 responsibilities, Subscriber responsibilities, implementation governance, and aproject outline. Any changes to this document will be handled as specified in Section 2.14 (Authorized Changes) of the SLSA. 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
A Mark43 Implementation Lead will serve as Subscriber's main point of contact during implementation. The Implementation 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 Implementation Lead aims to bring together recommended best practices, blending the implementation and project coordination processes to provide meaningful support throughout the project lifecycle.

While the Implementation 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 for workflow and configurations validation sessions, data reconciliation, testing, and training.

The Implementation Lead will outline the scope of these responsibilities at the kickoff meeting for the project.

If Subscriber anticipates having limited availability, then Subscriber may want to purchase additional services from Mark43 to reduce the amount of time required from Subscriber. In addition, once, live on the Service; Subscriber may decide to implement additional functionality or modules. In such cases, the Subscriber should handle such requests through the Change Order (CO) process outlined in the Change Management section.

Once implementation has been completed, the Mark43 Customer Success Team will assume responsibility as the primary point of contact, and always be available to answer any questions that may come up as you begin using the Mark43 service. In addition, we staff 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 AnnualSubscription, Maintenance & Support Fees.

2.2 PROJECT MANAGEMENT SCOPE
As indicated above, the Implementation Lead will guide the Subscriber through the implementation.

Coordinated effort and cooperation from Subscriber is necessary to facilitate the implementation.

The following table breaks down general responsibilities for both Mark43. and Subscriber, outlining activities that are included in the scope of the Implementation. s Work with Subscriber resources to keep
the project.on schedule
Coordinate Mark43 resources
Collaborate, on developing, managing,
and maintaining the project
schedule/ timeline/plan
Regular status updates
Work with Subscriber to manage open
issues
Verifying product(s) configuration and
data conversion
Support the testing process
Compile any new requests for custom
development and work with the
Subscriber through the Change Order
process outlined in the Change
Management section
Manage expectations, questions, and
internal processes for implementation
Review procedures for transitioning
Subscriber to sustainment
e Basic cutover documentation and
assistance as outlined within this SOW
Transition Subscriber points of contact
to the Mark43 Customer Success Team.

The Customer Success Team will be the
ongoing point of contact for consulting
needs.

Participate in all scheduled and recurring meetings
including but not limited to those relevant to
project status updates, project health, deliverables,
and milestones
Manages Subscriber resources to complete all
assigned tasks on time
Work with Mark43 to manage open issues
Collaborate on developing, managing, and
maintaining the project schedule/ timeline/ plan
Work with Mark43 on reviewing and approving
major milestones in accordance with
predetermined acceptance criteria
o Ensure technical requirements provided to
Subscriber by Mark43 are met
Introduce the Implementation Lead to third parties,
as necessary
Complete Mark43 templates, questionnaires, and
all other requirements or documents needed
Complete any assigned configuration tasks and
uploads of Subscriber data
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)
Migrate and populate Subscriber data as
applicable
Lead and support all testing processes, ensuring
completion as outlined within the project plan
Help verify products) configuration and data
conversion
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 the Subscriber unless purchased and outlined separately
Evaluation of the 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 other than those specified in this SOW or the contract
3-
e Interfacing, or integration, from or to Mark43 from other systems or third parties other than those specified in the order form or contract
e Installation of any non-Mark43 software, servers, workstations or any otherhardware Export of Mark43 data to other systems or third parties other than those specified in the order form or contract
For any tasks, deliverables, or services not included inscope that the. Subscriber wishes Mark43.to perform; the Subscriber must submit a Change Order ( CO) following the process outlined in the Change Management section.
23 PROJECT MANAGEMENT GOVERNANCE
Mark43 and Subscriberwill work together to outline a full Governance Structure document detailing the persons for each Mark43 and Subscriber Team role. This 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.

MARK43 TEAM
Responsibilify
Implementation 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
Implementation Analyst Primary point of contact for day -today functions of the project Ensures project tasks are on schedule and being completed Manages risks and escalates issues
Handles workflow and configuration issues and questions Technical Services Lead Primary technical point of contact for the project e Scopes, defines requirements, and schedules integrations, conversions, or any other technical services work
Manages integration and data conversion project schedule Coordinates and. schedules Mark43 technical resources
Handles escalated technical issues
Commu_nicateswith third -party vendors ( if any)
Technical Services Develops integrations and/ or data conversions Engineer a Escalates technical, workflow, or business issues Communicates and works with third -party developers and vendors ( if any) Triages and handles bugs reported
Customer Help Desk a Assist with general product questions and configuration activity Team
4-

2. 4 PROJECT MANAGEMENT PHASES AND ACTIVITIES

2. 4. 1 PHASE 1: Project Kick- off and Implementation Planning Phase 1 focuses on kicking off the, implementation, and planning installation of the Mark43 software. Mark43 will work closely with the Subscriber to outline the implementation, review project planning documentation, and analyze business process to help outline configuration needs. This includes meeting with identified working groups within the department, conducting research, and introducing individuals to how similar workflows will function in Mark43. The Subscriber will need to ensure full assembly of the Subscriber project team and working groups as well as completion of any questionnaires sent within one month of receipt.

The Subscriber agrees to use the file/ document sharing methodology proposed by Mark43. 1 "
a Has authority to represent the agency and provide or obtain sign -off on major decisions during the project
e Assists with change management and potential policy changes within the agency
a Helps govem relevantproject stakeholders / working_group leaders Project Lead o Primary point of contact for the agency
o Participates in regular check -ins and status updates with the team e Review and approve major milestones
e Manages and escalates issues
e Has authority to represent the agency and get sign -off on major decisions during the project
Business Point of a Has knowledge of existing workflows, processes, configurations, and Contact systems, or has the resources to find business users needed to provide knowledge
a Has authority to represent the agency and get sign -off on business decisions around workflows, configurations, integrations, and data conversions
o Helps define scope and requirements for configurations, integrations, and data conversions
Technical Point of o Has knowledge of existingsystems, integrations, and vendors/ parties Contact involved
e Has authority to represent the agency and get sign -off on major technical decisions
e Provides network, data, system, or other access deemed necessary for completion of integration and data conversion development work e Provides documentation and otherresources on data, schemas, systems as needed
Validation Point of o Has enough business and technical knowledge to be able to validate Contact and sign -off on acceptance of workflows, configurations, integrations, and data conversions
e Has authority to represent the agency and get sign -off on acceptance of integrations and data conversions
Working Group Leads a Primary points of contact for each affected user group area. There should, at least, be one person for sworn, IT, records, and each major module being implemented.

Training Point of.Contact_ o Primary.point of contact for user training

2. 4 PROJECT MANAGEMENT PHASES AND ACTIVITIES

The Subscriber agrees to use the file/ document sharing methodology proposed by Mark43. 1 "
Tasks Task .

Planning Foundation Questionnaire
Documentation Pre -Department Assessment Technical Questionnaire ( Integration and o Subscriber gains access to the lightly - configured tenant for some initial Data Conversion Scoping Questionnaires)
Project Governance Structure Document
Subscriber reviews and owns updating documentation
Background Checks
Sessions
Introduction to Integration Scoping and Planning
o Mark43 outlines standard UAT methodologies, timing, and logistics Introduction to Data Conversion Scoping and Planning
Department Foundation Questionnaire Results Review
Assessment Initial Product Demonstration
Mark43 Workflow Guide(s) Review
UCR Contact The Subscriber will need to workwith Mark43 to introduce and establish communication with theSubscriber UCR contact
Other Specialty For any otherspecialty areas, theSubscriber will need to work with Content 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 - unless otherwise determined/ specified by the. Agency

2.4:2 PHASE 2: Project Implementation: Configuration and User Acceptance Testing (UAT) Phase 2 involves introducing the, key working group leads and Super Users/ SMEs to system configuration scope and options for the implementation. The depth and breadth of configuration required will be determined during project planning and scoping in Phase 1 based on the questionnaires Mark43 sent to the Subscriber. Concurrently, Mark43 will deliver a User Acceptance Testing (UAT) plan and test script document for review and updating by the Subscriber. Data Migration/ Conversion and Interface (3rd Party Integrations) planning will also begin; for more information on these activities, please refer to the Data Conversion and 3rd Party Integration Scope sectionsof this document.

Tasks and deliverables within this phase may overlap with tasks, deliverables, or activities included in phase 3. Tasks within phases 2 and 3 may be concurrent.

Tasks
Configuration Conduct a system familiarization training overview with identified Super Overview Users/ SMEs in a tenant that has been lightly -configured for the participating agency/ Subscriber
o Subscriber gains access to the lightly - configured tenant for some initial workflow testing
o Mark43 provides Subscriber with Foundationworkflow guide, the Subscriber reviews and owns updating documentation
Configuration o Mark43 will hold a configuration training session for the Subscriber staff Sessions that will be assistingand reviewing confi uration.settin s UAT Introduction o Mark43 outlines standard UAT methodologies, timing, and logistics Subscriber is responsible for resource scheduling and logistics r

2. 4. 3 PHASE 3: Training
Phase - 3 includes Mark43 delivery of training documentation/ material, and assistance coordinating training logistics. This phase also includes Mark43 train - the - trainer courses. The 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. Tasks within phases 2 and 3 may be concurrent.

Tasks -
o Mark43 provides base workflow testing outline
UAT Document- o Mark43 will provide documentation detailingthe minimum scripts to be ation reviewed and tested
Data Conversion a Mark43 will work with the Subscriber and provide a. Data Migration Plan or Planning, Testing, Decision Document to determine the plan with Subscriber. Timing and and Completion milestones will be included in the project plan where appropriate Logistics
For further details reference the Data Conversion Scope section of this Train - thedocument
Integrations a Please reference the:3rd Party Integrations Section of this document for Planning, Testing, details on integration planning, documentation, testing, and completion. and Completion Timing and milestones will be included in the project plan where appropriate
Training Needs a Identify current department training infrastructure, resources, and Assessment methodologies
e Mark43 will provide the Subscriber with documentation outlining current Mark43 Course Offerings

Tasks and deliverables within this phase may overlap with tasks, deliverables, or activities included in phase 2. Tasks within phases 2 and 3 may be concurrent.

Tasks - i - Deliverables
Foundation a Mark43 will provide standardized workflow guides for the agency Training o Mark43 will provide access to our knowledge portal via Mark43 Help Document- Center
ation
Training o Where possible, Mark43 will assist and offer previous bestpractices on Logistics coordination of training logistics
Train - the- a Mark43 will providethe purchased number of train -the -trainer sessions Trainer
Additional a For any additional training outside of what is defined within this SOW or Training the contract, the Subscriber should follow the Change Order process outlined in the Change Management section to request additional training services

2.4.4 PHASE 4: Cutover and Go -Live
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 the Subscriber will hold a, go/ no-go meeting no less than 30 calendar days prior to the planned go -live date as outlined in the collaborative project plan to assess readiness.

TasWs Task Details _IDelivetables
Cutover Mark43 will provide a foundation cutover checklist for the Subscriber. TISis Checklist checklist details:

Implementation Onsite Schedule
Tasks necessary to cutover to Mark43
Technical Services Onsite Schedule
Go -live readiness steps
Quality Assurance on any Interface
Development
Any final changes needed before go -live
Quality Assurance on Any Data Migration
Mark43 will also provide guidance on navigating this plan and collaborate with the.

Subscriber to ensure. Subscriber can complete all tasks.

Go -live Mark43 andthe Subscriber will hold a joint go/ no-go meeting to assess the Readiness Subscriber's readiness to go -live and being use of Mark43 products.

Go=live and Mark43 will provide three (3) days of cutover support onsite between 0700-. 1800- Hypercare local. Reference 6. 0 - Hypercare below for additional information Customer The Mark43 Implementation Lead will introduce the Mark43 Customer Success Success Team to the Subscriber and outline:

Transition Maintenance plan
Issue escalation
Ongoing status updates

IS IMPLEMENTATION OPTIONS OVERVIEW
Implementation Expectations Table
SKU
Tasks
IAP 2
Frequency
Status Calls and Updates Cadence Every other week
Configuration Support In-person
Implementation Onsite Schedule Bi -Monthly, maximum
Technical Services Onsite Schedule Remote
Quality Assurance on any Interface
Development
Remote
Quality Assurance on Any Data Migration Remote
Foundation Training Documents Providid, minimal configuration Hypercare Presence In-person
Business Process Analysis In-person
Project Manager and Business Analyst
Resourcing
Shared Implementation Associate
Target Project Duration 8 months
2;6 STATUS REPORTING
Mark43' s Implementation Team will provide a bi-weekly status report that outlines the progress / status of the core project tracks, as well as a risk overview. The status report will highlight key accomplishments since the previous reporting period, and upcoming activities planned.

3. 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.

3. 1 INTEGRATION TIERS
Mark43 provides 5 categories of integrations and ongoing maintenance:
9-
Task; Detalls Subscriber and Vendbr Task
Details
INT 11 Custom Level o Integrations on the "Mark43 Industry a Subscriber responsibilities 1 Standard Integration Types" list that o Provision Mark43 require minimal development work integration server
by Mark43 and may require: a Vendor responsibilities
o Custom development, data o Provide documentation
transformation, or configuration and assist with data
by Mark43 transformation and
o An on -premise integration configuration as
server installation needed/ available
o Maintenance of a regular job by
Mark43
a Mark43. responsibilities
o Install Mark43-custom software
on the integration server
o Complete data transformation,
configuration, and development
o Maintain job to post or pull data
from Mark43
INT 31 Custom Level o Custom integrations built by Mark43 a - Subscriber responsibilities 3 that require: o Provision Mark43
o Potentially multi -directional data integration server transfer between Mark43 and o Vendor responsibilities
the external system o Provide documentation
o An on -premise integration and assist with data
server installation transformation and
o Maintenance of a regular job configuration as
o Custom data transformation or needed/ available
configuration
9-

3. 2 INTEGRATION ACTIVITIES
Mark43 will provide integration services to the Subscriber. Mark43 will perform the work and tasks required to design, develop, optimize, test and integrate the Mark43 platform with 3rd party systems as outlined in this SOW.

Integration Name
CLETS
Mark43 responsibilities
o Install Mark43 custom software
on the integration server
o Complete data transformation,
configuration, and development
e ,
Bi- directional
Maintenance and Subject to the terms and conditions of the One way from CAD
Support MSA, Mark43 will provide Maintenance
One way from CAD
Firehouse
Services for all deployed interfaces.

One way from CAD
SPIDR
Maintenance Services shall consist of the
One way from CAD
ANI/ ALI Vesta / E911 Interface to
Mark43 CAD
following:

One way to CAD
Mark43 will maintain the application
software installed on the integration
server(s)
Mark43 will update the docker
containers on the integration
server(s) as part of the bi-weekly
Mark43 release cycle
Mark43 will resolve any defects in
the operation of the interface in a
timely manner

Integration Name
CLETS
Tic_r1SKU_
INT 3
e ,
Bi- directional
Cry Wolf INT 1 One way from CAD
WestNet / Zetron INT 1 One way from CAD
Firehouse INT 1 One way from CAD
SPIDR INT 1 One way from CAD
ANI/ ALI Vesta / E911 Interface to
Mark43 CAD
INT 1 One way to CAD
Scoping The purpose of the scoping phase is to establish and • Data Documentation sign -off on the agreed-upon scope of the integration. • Data Access Credentials This includes: • Sample/ Test Data
Discussions between Mark43, the Agency, and • Interface Control the Third -Party Vendor Document
Exchange of documentation on Mark43/ Third
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 -off on Interface Control
t
Development The development phase constitutes the actual o Integration set-up and Two ( 2) onsite sessions
development work required to get the interface running running against test RMS Evidence
in a test environment. This includes: environment (if
One ( 1) onsite session
o Initial development work available)
System Administration
Initial testing/ validation
BI Suite One ( 1) onsite session
Integration running against test environment (if
One ( 1) remote session
CAD First Responder ( Includes Data Exchange)
available
Configuration The validation phase is ajoint effort between all parties o Sign -off on interface involved to validate and sign off on acceptance of the acceptance integration. This includes:

Performing of validation by the agency
Validation Lead and end user acceptance (if
applicable)
Reporting/ triaging of bugs
Bug fixes and re -test
Sign -off on interface acceptance/ completion
by the agency Validation Lead

4. TRAINING

4.1 TRAINING OVERVIEW
Mark43 will provide Train -the -Trainer courses and curriculum. The Training curriculum includes Train -the -Trainer courses designed to prepare Agency Trainers for end-user training and Administration courses designed to prepare Agency admin personnel to configure and support the System.
4:2 TRAINING SCOPE
The following traihings are included with the purchase of Mark43 subscription items.

Course
RMS Fundamentals
Format
Two (2) onsite sessions
RMS Mobile Two ( 2) onsite sessions
RMS Case Management Two (2) onsite sessions
RMS Evidence One ( 1) onsite session
RMS Warrants One ( 1) onsite session
Records Group/ Compliance One ( 1) onsite session
System Administration One ( 1) onsite session
BI Suite One ( 1) onsite session
Data Lake One ( 1) remote session
CAD First Responder ( Includes Data Exchange) One ( 1) onsite session CAD Dispatch (Includes Data Exchange One ( 1) onsitesession S. INTERFACE SERVER SPECIFICATIONS
Interface servers are on -premise servers which Mark43 uses to run integrations developed by Mark43. These servers allow Mark43 integrations to access on -premise agency systems. Mark43 supports these servers from the VM up and ensures that interfaces running on these servers are maintained.and monitored.

Support
The preferred model is that the agency provision these servers and maintain them from hardware/ vm up through the operating system. Mark43 will maintain the application software installed on this server, which consists of:
e Docker
o This runs all the application software in an easily manageable way Rancher
o This orchestrates and applies updates to the scripting logic that the docker containers run
Note: The agency 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 application software.

Releases:

The docker containers running on the interface server update themselves as part of the normal Mark43 release cycle. This is to ensure compatibility with any API changes made to the internal Mark43 API.

Maintenance:

If the agency needs to apply patches to the interface server this can be done safely by rotating servers in & out. Mark43 doesaskto be notified when this happens, to ensure the the docker service running the integration scripts restarts successfully when the server is restarted.

6. TECH SPECS:

Number 2 servers per agency ( only 1 high -availability of integration is not required)
OS Ubuntu 16.04
RAM 8 GB
CPU 4 core
HDD 128 GB SSD
Network 1 NIC at 100 MBPS (2 NICs at 1 GBPS or greater preferred)

7. NETWORKING/ FIREWALL SETUP:

Inbound
SSH over client VPN
HTTPS over client VPN
All. other IPs/ ports inbound from public internet should be closed Outbound:

TCP 443,5000 to 0.0. 0:0/ 0
VPN:

Mark43 will SSH to this server over the client 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:

The agency should do this:

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

2. Enter the following command sudo nano / etc/ network/ interface_s

3. Delete the line:iface enol inet dhcp

4. Add the following lines. Replace the text in <> with your network appropriate information. We recommend using 8. 8. 8.8 and 8.8.4.4 for your DNS server:
iface enol inet.static
address <ip address>
netmask <subnet mask>
gateway<default gateway>
dns-search <DNS search domain>
dns-nameservers <dns server> <optional secondary dns server>

5. Type control+x to exit

6. press yto save

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

8. Type sudo reboot to restart the server.
13-
NWBI:

Allows agencies to inw;stigate and report of their
data within 1143
M43 Web API:

Allows agency and contractor IT staff to interact
with CAD/RMS data, Comonly used to auiomate
workflows and build integrations. Also used by
M43 to build integrations.

M43 Datalake:

Read-only database access to all agency data in
the application. Commonly used for BI,
datawarehousing and large data pulls.

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B. HYPERCARE
Upon cutover to Mark43, Contractor personnel will assist the Agency in placing the System into production use. Contractor personnel will be on-site at least one ( 1) day prior to live operations and will provide post -cutover on-site support for three (3) days during standard business hours ( 0700 - 1800)., Mark43 personnel will help answer system and functional questions as they arise onsite, and any questions/ issues discovered outside of standard business hours will be routed to Mark43' s 24/ 7 Customer Help Desk.

Agency Trainers will be scheduled to provide knowledgeable Agency support to all shifts during the first few days after cutover to live operations in conjunction with the scheduled Contractor staff.

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111. i _ _ _ _ _ _ CERTIFICATE OF LIABILITY INSURANCE 1/ 26/ 2020 en ( MMIDD/ VPYY)
6/ 18/ 2019
THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLYAND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS

CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES BELOW: THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURER(S), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER._. _ IMPORTANT: If: thecertificate holder is an ADDITIONAL INSURED, the policy(les) must have -ADDITIONAL INSURED provisions or be endorsed.

If SUBROGATION is WAIVED, Bu6ject to the terms and conditions of the polity, certain policies may require an endorsement. A statement on this certificate does not confer rights :to the Certificate holder In lieu of such endorsements)..

PRODUCER Locktoo Companies
1185 Avenue of the Americas. Suite 2010
New York NY 10036
646- 57h7300

CONTACT NAME, PHONE FAX
IAIC No. Arc No:

EauIL ADDRESS:

INSURERS AFFORDING COVERAGE NAICa
1/ 26/ 2019
INSURER A: CO t' nental Casualty man 20443
EACH OCCURRENCE S 1000000
INSURED Mark43Inc.
1440826 INSURER B: Valley Folgelnsuran an 20508
28 East 28thStreet. 12 Floor INSURER C:

New York NY 10016 INSURER D:

INSURER E:

INSURER F:

GUVERAGES CERTIFICATE NUMBER: ISOR9516RFVI.Cinlu NIIMRFR. l'YVYYvv THIS IS TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE : BEEN ISSUED TO THE INSURED' NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS

CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONSAND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

INSR LTR I TYPE OF INSURANCE

ADDLISUBA

INSDPOLICY NUMBER
POLICY EFF MM1ODNYY`YI M1WDDFfYYYI POLICY EXP. LIMITS

A X COMMERCIAL GENERAL LIABILITY
CLAIMS -MADE 51 OCCUR
y Y 6056688404 1/ 26/ 2019 126/ 2020 EACH OCCURRENCE S 1000000 PREMISES ( Ea occuro nce) S 100, 000
MED EXP (Any one person) S 15, 000
PERSONAL B ADV INJURY S $ 1, 000,000

GEN' L AGGREGATE LIMIT APPLIES PER

POLICY EJE LOC
GENERAL AGGREGATE S 2000000
PRODUCTS - COMP/OP AGG S 2000000
OTHER:

B AUTOMOBILE LIABILITY N N 6056688399 1/ 26/ 2019 1262020 COMBINEDStNGLr LI IT $ 1, 000,000

ANY AUTO
OWNED . EDULED

AUTOSONLYNASCVOS
BODILY INJURY (Per person) S Xxxxxxx
BODILvINJURY Perarodo. t) S XXXXXXX
X. AUTOS ONLY HIRED
AUUT $ ONLDY PeROPERTY Wester DAMAGES XXXXXXX•
X 1, 000 Com $ I, 000.CoII_ XXXXXXX
A X UMBRELLA LAB X OCCUR N N 6056688449 126/2019 1/ 26/2020 EACH OCCURRENCE S 10, 000,000 EXCESS LIAR CLAIMS -MADE AGGREGATE S 10, 000, 000
DED I_.. - RETENTIONS SIR S 10. 000

A WORKERS AND EMPLOYERS' COMPENSATION LIABILITY YIN
ANY PROPRIETORIPARTNERIEXECUTIVEE. OFFICERIMEMBER EXCLUDED? NIA ry 6056688435( AOS) 1/ 26/2019 1/ 26/2020 X. STATUTE
ERH
L, EACH ACCIDENT S 1, 000,000
mandatory E . DISEASE - EA EMPLOYEE SIn NH)
itOrCRIPTION tleecnbe untler OF OPERATIONS below. - E. L. DISEASE - POLICY LIMIT S I 00000 A Tech/ E& 0 N N EON 02901274A 002 126/ 2019 1/ 26/2020 5M each claim/$5M agg.

A Property 6056688404IProperty) 1/ 26/2019 126/2020 Ded $ BPI' i26, 25M530Ded:$ each claim1, 000 THIS TI1i5 CF:NI IFICATETEOPERATIONS;/ SUPERSEDES ALLLOCATIONS/ PREVIOUSLYVEHICLES ( ISSUED CERTIFICATES ACORD '181, FOR THIS TIi1S HOLDER. Remark. APPLICABLE APPLICABLE. ETTO THE ('CARRIERS ARRIER$ SITSIE LISI' F.DANAND THE POLICY' POL l1iRM(S) REFERENCED 415 DIAMOND STREET
REDONDO BEACH CA 90277
ACORD 25 (2016/ 03)

SHOULD ANY OF THE ABOVE' DESCRIBED POLICIES BE CANCELLED BEFORE

THE EXPIRATION DATE THEREOF,- NOTICE' IMLL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
0 The ACORD name and logo are registered marks of ACORD All Holds reserved.

SOFTWARE LICENSE AND SERVICES
This Software License and Services Agreement ( this " Agreement") is effective as of December 19, 2017 ( the Effective Date') by and between Mark43, Inc. (" Mark43"), with a place of business at 28 E. 281° 12- Floor, New York, NY 10016, and City of Redondo Beach ("Subscriber'), with a place of business at 401 Diamond St., Redondo Beach, CA 90277.

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

DEFINITIONS.

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

1. 2 " Affiliate" means, with respect to any entity, any other entity who, directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such entity. The term "control" means the possession, directly or indirectly, of the power to direct or cause the direction of the management and policies of an entity, whether through the ownership of voting securities, by contract or otherwise.

1. 3 " Applicable Law" means, with respect to any party, any federal, state or local statute, law, ordinance, rule, administrative interpretation, regulation, order, writ, injunction, directive, judgment, decree or other requirement of any international, federal, state or local court, administrative agency or commission or other governmental or regulatory authority or instrumentality, domestic or foreign, applicable to such party or any of its properties, assets or business operations.

1. 4 " Applications" means the Records Management System, Computer -Aided Dispatch and Evidence Management Applications, as described in Schedule A.

1. 5 ` Authorized User' means an Affiliate, employee or independent contractor of Subscriber (solely to the extent such contractor is providing services to Subscriber), who has been authorized by Subscriber to use the SaaS Services.

1. 6 " Documentation" means the user guides and user manuals for the SaaS Services that Mark43 provides to Subscriber.

1. 7 " Integration Control Document" means the agreement, if applicable, governing any integrations with Third Party Applications.

1. 8 " Intellectual Property Rights" means all intellectual and industrial property rights, whether now existing or existing in the future, including without limitation, (i) all patent rights, including any rights in pending patent applications and any related rights; ( it) all copyrights and other related rights throughout the world in works of authorship, including all registrations and applications therefor; iii) all trademarks, service marks, trade dress or other proprietary trade designations, including all registrations and applications therefor ( iv) all rights throughout the world to proprietary know-how, trade secrets and other confidential information, whether arising by law or pursuant to any contractual obligation of non -disclosure; and ( v) all other rights covering industrial or intellectual property recognized in any jurisdiction.

1. 9 " Professional Services" means the evaluation, consultation, implementation, customization, configuration and other services offered by Mark43 in connection with the SaaS Services.

1. 10 " SaaS Services" means the Applications, Software, and related software -as -a -service, hosting, maintenance and/or support services made available by Mark43 for remote access and use by Subscriber, including any Documentation thereto.

1. 11 " Services" means the services provided or required to be provided by or through Mark43, including without limitation, SaaS Services and Professional Services.

1. 12 " Software" means the object code version of Mark43' s computer software and all Updates made available by Mark43 to Subscriber under this Agreement.

1. 13 " Statement of Work" means a detailed plan of work to be agreed ly the Parties in conjunction with this Agreement. `\

1. 14 " Subscriber Data" means all data, information, content and other materials stored or transmitted by Subscriber and any Authorized User through the SaaS Services (i) in their user accounts; and ( ii) on any Third Parry Application, excluding any Third Party Data and any Mark43 Data.

1. 15 " Tenn' means the Initial Term and any Renewal Term.

1. 16 " Third Party Application" means a third -party service approved by Mark43 to which Subscriber and any Authorized User facilitates Mark43's access to, and use, of the SaaS Services, via an application programming interface or other means.

1. 17 " Third Party Components" means any components of the SaaS Service from time to time that are provided by third parties ( e. g., Google Maps).

1. 16 ' Third Party Data" means any data owned by a third parry that Mark43 provides to Subscriber via the SaaS Service.

1. 19 ' Third Party Provided' means third parties, including other vendors, state agencies and local agencies, that control products and/or databases with which Mark43 SaaS Services are to be interfaced.

1. 20 " Updates" means any and all new releases, new versions, patches and other updates for the SaaS Services that Mark43 makes generally available without additional charge to its other subscribers of the SaaS Services.

1. 21 " Vendors' means third parties with whom Mark43 contracts to provide components of the SaaS Services, and includes without limitation, Amazon Web Services ( for platform hosting) and Google for Google Maps).

1. 22 " Website" means any Imemet website through which Mark43 provides the SaaS Services underthis Agreement.

2. SERVICES

2. 1 SaaS Services. During the Term, Mark43 hereby grants a non- exclusive, non-transfemble, nonsublicensable license to Subscriber and its Authorized Users to access and use the SaaS Services through the Website for Subscribers 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 and services necessary for it to access the Website through the Internet as set forth in Schedule C, " Technical Requirements." Subscriber will be responsible to Mark43 for compliance with the restrictions on use and other terms and conditions of this Agreement by any of its Authorized Users.

2. 2 Professional Services. Mark43 offers Professional Services in connection with the SaaS Services as further described in Schedule A. To the extent any Professional Services involve the development of any customization or configuration to the SaaS Services, all Intellectual Property Rights to such customization or configuration will be solely owned by Mark43 and will be deemed to be included in the definition of SaaS Services and licensed to Subscriber on the terms set forth herein.

2. 3 Access to Documentation. Mark43 will provide Subscriber via the Website or other means with access to the Documentation, as may be updated from time to time. Subscriber may print copies of, use, and permit its Authorized Users to use, the Documentation solely in connection with the use of the SaaS Services.

2. 4 Support Services. Mark43 will provide a telephone -based help desk through which it will respond within a reasonable time to inquiries about the SaaS Services from Subscriber via telephone and email (excluding U. S. Federal holidays) 24 hours a day and 7 days a week 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 Subscribers or any Authorized Users login credentials; (ii) reverse engineer, recompile, 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 Parry 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) allow unauthorized third parties to view or utilize (" disclose") the SaaS Services or any of its components ( authorized third parties shall include any other law enforcement agent or agency or individuals Subscriber deems authorized to view sensitive data. Such disclosure shall be limited to only such information necessary to accomplish a particular law enforcement objective); (vi) remove or modify any proprietary marking or restrictive legends placed on the SaaS Services or the Third Party Data; (vii) use the Sai Services or the Third Party Data in violation of any Applicable Law; ( viii) create or augment any mapping - related dataset including a mapping or navigation dataset, business listings database, mailing list, or telemarketing list) for use in an implementation that is not connected to the Services; ( ix) use the SaaS Services or the Third Party Data in violation of any Applicable Law, (x) introduce into the Services an viruses, worms, defects, Trojan horses, malware, or any items of a destructive nature; xi) use the Services to post advertising or listings; (xii) use the Services to defame, abuse, harass, stalk, or threaten others; ( xiii) permit access or use of the Services by any individual outside the United States; (xiv) hide or obscure any Authorized User's location; (xv) permit access or use of the Services, for any activities other than to enhance Subscribers own services, where reliance solely on, or failure to use, the Services could lead to death, personal injury, or property damages.

Subscriber and its Authorized Users will not access the SaaS Services if in direct competition with Mark 43, and will not allow access to the SaaS Services by any party who is in direct competition with Mark43, except with Mark43' s prior written consent. Subscriber shall comply with additional restrictions on use of the Services in Additional Terms, as defined in Section 2. 10 below.

2. 6 Security Obligations. Subscriber agrees it and its Authorized Users shall securely manage their respective passwords) for access to the SaaS Service. Subscriber agrees it shall notify Mark43 promptly in the event it becomes aware of any unauthorized access or use of the SaaS Service, or of any of its or its Authorized Users passwords or accounts. Unless expressly stated otherwise in this Agreement, a single username or password may not be used by more than one ( 1) Authorized User.

In addition, Authorized Users may log into the SaaS Service from only one location at any given time concurrent usage (or sign in) under a single username is prohibited] Subscriber is responsible for all activities conducted within User accounts in use of the SaaS Service. Subscriber shall comply with all applicable local, state, federal and regional or other laws and regulations applicable in connection with use of the Sai Service, including all those related to data privacy and the transmission of technical or personal data. Subscriber agrees to ( a) provide true, accurate, current and complete registration data for each account it creates via the Sai Service, and ( b) maintain and promptly update the registration data to keep it true, accurate, current and complete.

2. 7 Title. As between Mark43 and Subscriber, Mark43 retains title to and ownership of the Sai Services, including all copyrights and other Intellectual Property Rights relating thereto. Mark43k licensors retain title to and ownership of the Third Party Data and the Third Party Components, including all copyrights and other intellectual property rights relating thereto. Subscriber will have no rights with respect to the SaaS Services, the Third Party Data or the Third Party Components other than those expressly granted under this Agreement. Any suggestions for changes or improvements to Services that Subscriber provides to Mark43, whether solicited by Mark43 or not, shall be owned by Mark43 and Subscriber hereby irrevocably assigns, and shall assign, to Mark43 all right, title, and interest in and to such suggestions. Mark43 shall have no obligation to incorporate such suggestion into its products or Services.

2. 8 Subscriber Data. As between Mark43 and Subscriber, Subscriber owns and shall retain all right, title, and interest, including, without limitation, all Intellectual Property Rights, in and to the Subscriber Data. Subscriber shall have the sole responsibility for the accuracy, quality, and legality of the Subscriber Data, including obtaining all rights and consents necessary to share the Subscriber Data with Mark43 as set forth in this Agreement. Notwithstanding anything to the contrary contained herein, including, without limitation Section 5.2, Subscriber hereby grants to Mark43 an irrevocable, worldwide, royalty free, non- exclusive, transferable, sublicensable license to use the Subscriber Data to: provide the SaaS Services to Subscriber and other Mark43 subscribers; analyze the Subscriber Data in anonymized and/or aggregate form in order to operate, maintain, manage, and improve the SaaS Services, create new products and services, and share and/ or license this aggregate data to Affiliates, agents, business partners, and other third parties; for Mark43' s internal purposes to improve the Applications, Software, and related services, and any other uses disclosed in or related to performance under the Agreement or any statement of work.

2.9 Third Party Applications. If Subscriber installs or enables a Third Party Application for use with the SaaS Services, Subscriber grants ( and will cause the applicable third party to grant) Mark43 permission to access Subscriber Data stored on that Third Parry Application as required for the interoperation of that Third Party Application with the Sai Services subject to Schedule A Subsection 7( c). In no event will Mark43 be responsible for any Third Parry Application, or for any failure of a Third Party Application to property intemperate with the Sai Services except where such interoperability is a condition precedent to execution of this Agreement. If Mark43 receives information that a Third Party Application may violate any Applicable Laws or Third Parry 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 to Mark43 to access and use Third -Party Data as required forthe interoperation of that Third -Party Application, Subscriber shall defend, indemnity, and hold harmless Mark43 from any and all claims based on Mark43' s use of such Third -Party Application.

2. 10 Third Party Components.
a) Use of Third -Party Components. Mark43 may use Vendors to subcontract the performance of its duties and obligations hereunder and to provide certain functions of the Services, including without limitation, hosting and data analysis. Certain Vendor policies and terms and conditions of service shall apply to the Services. Such terms, or URL locator addresses for such terms, will be provided on Schedule D or in writing from time to time, proffered to subscriber as "Additional Terms." If any of the Vendors and/ or licensors of the Third -Party Components require Mark43 to flow down any Additional Terms Subscriber, Subscribers use of such Third -Party Components, as incorporated into the SaaS Service, shall be notified in writing regarding such Additional Terms. Mark43 shall use commercially reasonable efforts to give Subscriber the opportunity to review such terms prior to their effective date. If prior notification cannot take place, Mark43 will transmit such terms to Subscriber within 96 hours of Mark43' s receipt of such information. 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 Subscribers use of the applicable Third Party Component.
b) DISCLAIMER REGARDING THIRD PARTY COMPONENTS. MARK43, NOT BEING THE

PROVIDER OR MANUFACTURER OF THE THIRD PARTY COMPONENTS, NOR THE

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

WARRANTY OF ANY KIND WHATSOEVER WITH RESPECT TO THE THIRD PARTY

COMPONENTS AND DISCLAIMS ANY SUCH WARRANTIES THAT MIGHT OTHERWISE EXIST.

2. 11 Third Party Data. Subscriber shall access and use the Third Party Data in accordance with the terns and conditions of the agreement between the Subscriber and the provider of such Third Party Data. MARK43, NOT BEING THE PROVIDER OR MANUFACTURER OF THE THIRD PARTY

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

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

2. 12 Agreements with Third Party Providers. Subscriber, and not Mark43, is solely responsible for establishing any required agreement(s) and/ or statement(s) of work with Third Party Providers in connection with the Subscriber requested interfaces, and for paying all fees, costs and expenses of Third Party Providers.

2. 13 Changes to Services. Mark43 may make changes and Updates to its Services, provided that it does not materially derogate the overall quality of the Services. Mark43 does not guarantee that the Services are or will remain compatible with any particular third party software or equipment, and may, upon written notice, terminate its support for, any software or equipment of Subscriber that Mark43 determines are incompatible with the operation of the Services.

2. 14 Authorized Changes. Either Party may request a change to the Statement of Work (Exhibit A) required under this Contract on any task including but not limited to, alterations, additions, deviations, and omissions from or to the scope of work. Mark43 shall provide Subscriber with a written assessment, within a reasonable time, identifying the price and schedule impact of implementing the change, if any. Neither Party shall be obligated to commence work on the requested change until they have agreed in writing to an equitable adjustment.

3. FEES AND PAYMENT TERMS.

3. 1 Fees for Mark43 Services. Subscriber will pay Mark43 fees as stated on Schedule A ( the " Fees") attached hereto in accordance with the payment schedule set forth on Schedule A. All payments of Fees are non-refundable. All amounts slated in this Agreement or on any invoice are in U. S. dollars, and all payments will be made in U. S. dollars. Overdue payments will accrue interest at the lesser of one and one-half percent ( 1. 5%) per month or the maximum allowable interest under Applicable Law, from due date until paid. Subscriber will pay any sales, use or other tax related to the license and services provided hereunder, exclusive of income taxes and payroll taxes relating to Mark43' s employees. Subscriber agrees that its use of and payment for Services constitutes its inspection and acceptance of such Service.

3. 2 Third -Party Data and Third -Party Components. Additional fees may apply to the use of certain Third -Party Data and Third -Party Components, which if provided by Mark43, such fee may be included within the Fees. Mark43 may pass through any increase in such fees for Third Party Components or Third Party Data, relating to any existing Services, by giving Subscriber thirty ( 30) days' advance written notice.

3.3 Taxes. Subscriber will be responsible, as required under applicable law, for identifying and paying all taxes, including sales, use, excise, and other governmental fees, duties, and charges ( and any penalties, interest, and other additions thereto) that are imposed on Subscriber or Mark43 with respect to the transactions and payments under this Agreement ( excluding taxes based on Mark43' s income or employment) ("Indirect Taxes"). All Fees are exclusive of Indirect Taxes. If Subscriber is exempt from paying Indirect Taxes, it shall provide to Mark43 exemption certificates, or a direct payment permit certificate, or such information to Mark43 as reasonably required and requested to determine whether Mark43 is obligated to collect Indirect Taxes from Subscriber. If any such taxes are required to be withheld on any payment, Subscriber will pay such additional amounts as are necessary so that the net amount received by Mark43 is equal to the amount then due and payable under this Agreement.

4. TERM AND TERMINATION.

4. 1 Term.
a) Initial Term. The initial term of this Agreement begins on the Effective Date and will continue for the period set forth on Schedule A, unless and until terminated in accordance with Section 4.2 ( the "Initial Term"). b) Renewal Tem . Upon expiration of the Initial Term or any Renewal Tenn, this Agreement will automatically renew for successive periods as set forth on Schedule A (each, a " Renewal Term") at the rates set forth on Schedule A, unless either party provides the other with written notice of non -renewal at least sixty (60) days prior to the expiration of the then -current tens.

4.2 Temporary Suspension and Termination for Cause.
a) Either party may terminate this Agreement upon written notice to the other party, if the other party breaches a material term of this Agreement and such breach remains uncured for thirty (30) days after the other party's receipt of such notice.
b) If Mark43 reasonably determines that Subscribers use of the Services either: (i) fails to comply with the Restrictions on Use in Section 2. 5; ( ii) poses a security risk to the Services or any third party, ( iii) creates or is likely to create an adverse impact on Mark43' s systems, the Services, or the systems or content of any other subscriber; or ( iv) subjects Mark43 or its Affiliates to possible liability, then Mark43 may immediately upon notice temporarily suspend Subscribers and any Authorized Users right to access any portion or all of the Services, pending remedial action by Subscriber, or after a period of 30 days, terminate the Services.

4. 3 Effect of Termination. In the event of any termination or non -renewal of this Agreement, a) Subscriber will pay Mark43 all amounts payable hereunder as of the effective date of termination or non -renewal;
b) all rights and licenses granted hereunder to Subscriber ( as well as all rights granted to any Authorized Users of Subscriber) will immediately cease, including but not limited to all use of the SaaS Services; and c) Mark43 will provide records to Subscriber in accordance with its transition assistance services Transition Assistance") as set forth in Schedule B.
d) Subscriber will, upon written request of Mark43, either return to Mark43 or provide Mark43 with written certification of the destruction of, all documents, computer files and other materials containing any Confidential Information of Mark43 that are in Subscribers possession or control.

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

Section 2. 7 (" Subscriber Data'), Section 2. 9 (" Third Party Components"), Section 2. 10 (" Third Party Data"), Section 4. 3 (" Effect of Termination"), Section 5 (" Confidentiality"), Section 6. 2 CDisclaimer), Section 7 (" Limitation of Liability"), Section 6 (" Indemnification), Section 9 (" Miscellaneous Provisions"), Schedule B (" Transition Assistance") and this Section 4.4 (" Survival").

S. 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 parry (the Disclosing Party"); ( iii) is independently developed by the Receiving Parry without reference or access to the Confidential Information of the Disclosing Party and is so documented; or ( iv) is obtained by the Receiving Party without restrictions on use or disclosure from a third person who did not receive it, directly or indirectly, from the disclosing party.

5. 4 Use and Disclosure of Confidential Information. The Receiving Party will, with respect to any Confidential Information disclosed by the Disclosing Party before or after the Effective Dale: ( i) use such Confidential Information only in connection with the Receiving Party's performance of this Agreement; (ii) subject to Section 5. 4 below, restrict disclosure of such Confidential Information within the Receiving Parry's organization to only those of the Receiving Parry's elected and appointed officials, officers, employees, attorneys and independent contractors who have a need to know such Confidential Information in connection with the Receiving Party's performance of this Agreement and iii) except as provided herein, not disclose such Confidential Information to any third party unless authorized in writing by the Disclosing Party to do so.

5. 3 Protection of Confidential Information. The Receiving Party will protect the confidentiality of any Confidential Information disclosed by the Disclosing Parry 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). Each Party shall notify the other Party as soon as reasonably practicable in the event that Confidential Information is believable to have been compromised.

5. 4 Employee and Independent Contractor Compliance. The Receiving Party will, prior to providing any elected and appointed official, officer, employee, attorney and independent contractor access to any Confidential Information of the Disclosing Party, inform such employee or independent contractor of the confidential nature of such Confidential Information and require such employee or independent contractor to comply with the Receiving Party' s obligations hereunder with respect to such Confidential Information.

5. 5 Required Disclosures. In the event that either Party is requested or required ( by oral questions, interrogatories, requests for information or documents in legal proceedings, subpoena, civil investigative demand or other similar process or by any law, rule or regulation of any governmental agency or regulatory authority) (for purposes of this paragraph, each, a " Request") to disclose any of the Confidential Information of the other Parry, such Parry shall provide the other Party with prompt written notice of any such request or requirement so that such other Parry may seek a protective order or other appropriate remedy and/or waive compliance with the provisions of this Contract. If, in the absence of a protective order or other remedy or the receipt of a waiver, and If one Parry is nonetheless, legally compelled to disclose Confidential Information, such Party may, without liability hereunder, disclose to such tribunal only that portion of the Confidential Information which such counsel advises it is legally required to be disclosed, provided that such Parry shall use its best efforts to preserve the confidentiality of the Confidential Information, including, without limitation, by cooperating with the other party to obtain an appropriate prolective order or other reliable assurance that confidential treatment will be afforded the Confidential Information by such tribunal. Without limiting the foregoing, Subscriber further agrees to indemnify and hold harmless Mark43, its Affiliates, and each of their officers, directors, managers, shareholders, members and employees from all claims, liabilities, costs and expenses ( including without limitation, reasonable affomeys fees and expert and consulting fees), incurred or expended by Mark43 in connection with a Request for the disclosure of Confidential Information of Mark43 or Subscriber ( including, without limitation, Subscriber Data).

5.6 Information Collected Through SaaS Services. Subscriber is solely responsible for compliance with applicable laws related to the manner in which Subscriber chooses to use the Services, including Subscribers 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 impair or render impossible the Subscribers use of the SaaS Services.

6. REPRESENTATIONS AND WARRANTIES.

6. 1 Power and Authority. Each party represents and warrants that it has the full right, power and authority to enter into this Agreement and to discharge its obligations hereunder and that the person signing this Agreement on behalf of the party has the authority to bind that parry. 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 exceed any budget authority limitations. Subscriber further represents that it has not received federal funding in connection with procurement under this Agreement.

6. 2 Warranty Against Infringement. Mark43 warrants that to its knowledge, the Deliverables will be free of the rightful claim of any third party by way of infringement or misappropriation of patent, copyright, trade secret, trademark or other rights arising under the laws of the United States. Mark43 further warrants that to its knowledge, no act or omission of Mark43 will result in a third party holding a claim that interferes with the City's use and enjoyment of the Deliverables. Mark43 warrants that it owns or possesses the necessary rights, title and licenses necessary to perform its obligations hereunder.

Notwithstanding the foregoing, the foregoing warranty does not extend to: ( x) use of the SaaS Services, Software, Services or Products in combination with modules, apparatus, hardware, software, or services not authorized by Mark43 or contemplated for use with the Software, Services or Products; (y) use of the SaaS Services, Software, Services or Products in a manner that is not in accordance with this Agreement or the Documentation; or ( z) the alteration or modification of the SaaS Services, Software, Services or Products by a parry other than Contractor, unless such alterations and modifications were authorized by Contractor or contemplated for use with the SaaS Services, Software, Services or Products.

6. 3 No Other Warranties. Use of the SaaS Services is not intended to be a substitute for the professional judgment of dispatchers, law enforcement officers, or first responders. The Sass Services do not provide legal advice. Subscriber shall be responsible for all its own actions or failure to act in connection with the SaaS Services. Mark43 cannot guarantee that every error in the SaaS Services or problem raised by Subscriber will be resolved. THE SERVICES, THE THIRD PARTY COMPONENTS, AND THE THIRD PARTY DATA ARE PROVIDED ' AS IS.- MARK43 ASSUMES

NO RESPONSIBILITY OR RISK FOR SUBSCRIBER' S USE OR MISUSE OF, OR FAILURE TO USE, THE INFORMATION PROVIDED THROUGH THE SAAS SERVICES. MARK43 MAKES NO

WARRANTY THAT THE SERVICES WILL BE COMPLIANT WITH ANY REQUIREMENTS OF CJIS

CRIMINAL JUSTICE INFORMATION SERVICES) OR CLETS ( CALIFORNIA LAW ENFORCEMENT TELECOMMUNICATIONS SYSTEM) OR ANY EQUIVALENT. DUE TO THE NATURE OF SOFTWARE AND THE INTERNET, MARK43 CANNOT GUARANTEE THAT EVERY

ERROR IN THE SAAS SERVICES OR PROBLEM RAISED BY SUBSCRIBER WILL BE 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.

LIMITATION OF LIABILITY.

7. 1 Liability Exclusion. IN NO EVENT SHALL EITHER PARTY BE LIABLE TO THE OTHER FOR ANY

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

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

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

COMPONENTS OR THE THIRD PARTY DATA PROVIDED UNDER THIS AGREEMENT,

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

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

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

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

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

7. 2 Limitation of Damages. MARK43'S MAXIMUM LIABILITY ARISING OUT OF OR RELATING TO

THIS AGREEMENT OR THE SERVICES PROVIDED HEREUNDER, REGARDLESS OF THE

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

OTHERWISE), WILL NOT EXCEED THE AGGREGATE AMOUNT OF THE FEES PAID AND PAYABLE TO MARK43 BY SUBSCRIBER DURING THE SIX ( 8) MONTH PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ARISES. MARK43 SHALL HAVE NO LIABILITY ARISING OUT

OF OR RELATING TO THE THIRD -PARTY COMPONENTS OR THE THIRD -PARTY DATA

7. 3 Exceptions. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN SECTION 7. 1 AND SECTION 7. 2 SHALL NOT APPLY TO DAMAGES

ARISING FROM EITHER PARTY'S INDEMNITY OBLIGATIONS UNDER THIS AGREEMENT OR EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

8. INDEMNIFICATION.

8. 1 Indemnification by Mark43. Mark43 will defend, indemnify and hold harmless Subscriber and its Authorized Users, and each of their elected and appointed officials, officers, employees, attorneys Subscriber certified volunteers, and employees, from any and all claims, liabilities, costs and expenses (including, without limitation, reasonable attorney's fees and expert and consulting fees) in connection with any third party claim arising after the Effective Date that the use of the SaaS Services excluding any open source software) in accordance with this Agreement infringes or misappropriates the United States intellectual property or proprietary rights of third party; vided, 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 Subscribers 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. If, as a result of any claim of infringement, Subscriber is enjoined from using the Deliverables provided under this Agreement, or if Mark43 reasonably believes that the Deliverables are likely to become the subject of a claim of infringement, Mark43 may, at Mark43' s option and expense, ( 1) procure the right for Subscriber to continue to use the Deliverables, or (2) replace or modify the Deliverables so as to make them non -infringing. In the event that neither of the foregoing options are commercially practicable, then Mark43 may terminate the Agreement and will refund to Subscriber amounts pre -paid but not earned as of the termination date. 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) from the use of Third Party Applications, Third -Party Components or Third -Party Data; ( t) use of the SaaS Services, Software, Services or Products in combination with modules, apparatus, hardware, software, or services not authorized by Mark43 or contemplated for use with the Software, Services or Products; ( v) use of the SaaS Services, Software, Services or Products in a manner that is not in accordance with this Agreement or the Documentation; or (w) the alteration or modification of the SaaS Services, Software, Services or Products by a party other than Mark43, unless such alterations and modifications were authorized by Mark43 or contemplated for use with the SaaS Services, Software, Services or Products.

8. 2 Indemnification by Subscriber. 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, Subscriber requested 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 alleged violation of Applicable Law by Subscriber, any Authorized User, or any Affiliate, employee, agent or independent contractor of Subscriber; or ( iii) Subscribees 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; (II) disabling a connection to a Third Party Application at Subscriber' s request; ( III) Subscribers 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) without altering the parties' obligations contained herein with respect to the use or disclosure of confidential information including Section 5. 2), complying with a valid ( 1) California Public Records Request submitted pursuant to California Government Code Section 6250, at. seq., ( 2) judicial or governmental order or opposing or defending against any request for a judicial or governmental order to compel disclosure of Subscriber Data. 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.

8.3 LIMITATION OF LIABILITY
a) 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 OF THE SERVICES, THE THIRD -PARTY

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

REGARDLESS OF WHETHER THE PARTY LIABLE OR ALLEGEDLY LIABLE WAS ADVISED, HAD OTHER REASON TO KNOW, OR IN FACT KNEW OF THE POSSIBILITY THEREOF. b) Limitation of Damages. EACH PARTY'S MAXIMUM LIABILITY ARISING OUT OF OR

RELATING TO THIS CONTRACT, THE SERVICES, THE THIRD -PARTY COMPONENTS, OR

THE THIRD -PARTY DATA 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 THREE (3) YEAR PERIOD PRECEDING THE DATE ON WHICH THE CLAIM ARISES.
c) Exceptions. NOTWITHSTANDING THE FOREGOING, THE EXCLUSIONS AND LIMITATIONS OF LIABILITY SET FORTH IN THIS SECTION 8.4 SHALL NOT APPLY TO

DAMAGES ARISING FROM EITHER PARTY' S INDEMNITY OBLIGATIONS UNDER THIS CONTRACT OR EITHER PARTY'S GROSS NEGLIGENCE OR WILLFUL MISCONDUCT.

8. 4 FORCE MAJEURE
a) Except for payment of sums due, neither Party shall be liable to the other nor deemed in default under this Contract if and to the extent that such Party's performance of this Agreement is prevented by reason of force majeure. Force majeure shall not include late performance by a subcontractor unless the delay arises out of a force majeure occurrence in accordance with this force majeure term and condition.
b) If either Party is delayed at any time in the progress of the work by force majeure, the delayed Parry shall notify the other Party in writing of such delay, as soon as is practical, of the commencement thereof and shall specify the causes of such delay in such notice. Such notice shall be hand -delivered or mailed certified -return receipt and shall make a specific reference to this provision, thereby invoking its provisions. The delayed Party shall cause such delay to cease as soon as practicable and shall notify the other Parry in writing when it has done so. The time of completion shall be extended by Contract modification for a period of time equal to the 8 time delay resulting from force majeure which prevented the delayed Party from performing in accordance with this Agreement.

8. 5 Damage to City Property. Mark43 shall perform all work so that no damage to City buildings, City grounds, or City property results. Mark43 shall repair or have repaired at Contractors cost any damage caused by Mark43 or Mark43' s subcontractors to the satisfaction of the City and at no cost to Subscriber. Contractor shall take care to avoid damage to adjacent finished materials that are to remain. If finished materials are damaged, Mark43 shall repair and finish to match existing material as approved by Subscriber at Mark43's expense.

9. INSURANCE

9. 1 Mark43 and its subcontractors shall procure and maintain until all of their obligations have been discharged, including any warranty periods under this Contract are satisfied, insurance against claims for injury to persons or damage to property which may arise from or in connection with the performance of the work hereunder by Mark43, its agents, representatives, employees or subcontractors.

9. 2 Insurance requirements herein are minimum requirements for this Contract and in no way limit the indemnity covenants contained in this Contract. Subscriber in no way warrants that the minimum limits contained herein are sufficient to protect the Mark43 from liabilities that might arise out of the performance of the work under this Contract by Mark43, its agents, representatives, employees or subcontractors and Mark43 is free to purchase additional insurance as may be determined necessary.

9. 3 Minimum Scope and Limits of Insurance: Mark43 shall provide coverage with limits of liability not less than those stated below. An excess liability policy or umbrella liability policy may be used to meet the minimum liability requirements provided that the coverage is written on a " following form" basis.

A. Commercial General Liability/Occurrence Form: Policy shall include bodily injury, property damage and broad form contractual liability coverage.

General Aggregate $ 2, 000,000
Products- Complete Operations Aggregate $ 1, 000,000
Personal and Advertising Injury $ 1, 000,000
Each Occurrence $ 1, 000,000
B. Automobile Liability: Bodily Injury and Property Damage for any owned, hired, and non -owned vehicles used in the performance of this Contract.

Combined Single Limits (CSL) $ 1, 000,000
C. Workers Compensation and Employers' Liability: Workerscompensation and Employers Liability
Each Accident $ 100,000
Disease - Each Employee $ 100,000
Disease - Policy Limit $ 500,000
D. Professional Liability (Errors and Omissions Liability): The policy shall cover acts, errors, and omissions during the provision of professional services or lack of ordinary skill for those positions defined in the Statement of Work of this Contract.

Each Claim $ 1, 000,000
Annual Aggregate $ 2,000,000
In the event that the professional liability insurance required by this Contract is written on a claims -made basis, Mark43 warrants that any retroactive date under the policy shall precede the effective date of this Contract; and that either continuous coverage 01 will be maintained or an extended discovery period will be exercised for a period of two ( 2) years beginning at the time work under this Contract is completed.

Technology Errors and Omissions; Information Security & Privacy Liability:

Mark43 shall maintain liability insurance covering acts, errors or omissions arising out of the performance or failure to perform professional services related to the Services under this Contract. The coverage shall be placed with an insurer with an AM Best Rating of A or better and shall include the following coverage:

Technology Products and Services Errors and Omissionsflnfonnation Security Privacy Liability for Service Provided to Others.

Such insurance shall cover any and all errors, omissions and/or negligent acts in the delivery of Products, Services and Software under this Contract. Such errors and omissions insurance shall include coverage for claims and losses with respect to network risks ( such as data breaches, unauthorized aocess/use, ID theft, invasion of privacy, damage/ lossttheft of data, degradation, downtime, etc.) and infringement of intellectual property, such as copyrights, trademarks, service marks and trade dress.

Such insurance shall include limits of coverage of the local currency equivalent of not less than $ 2,000, 000.00 (two million U. S. dollars) per occurrence and shall remain in effect for not less than three (3) years following the date of termination or expiration of this Contract. Evidence of coverage must be sent to the City for three years following termination or expiration of this Contract.

9.4 Additional Insurance Requirements: Mark43' s insurance policies shall include, or be endorsed to include, the following provisions:

A. On insurance policies where the City of Redondo Beach is named as an additional insured, the City of Redondo Beach shall be an additional insured to the full limits of liability purchased by the Mark43 even if those limits of liability are in excess of those required by this Contract.

B. Mark43's insurance coverage shall be primary insurance and non- contributory with respect to all other available sources.

9. 5 Notice of Cancellation: For each insurance policy required by the insurance provisions of this Contract, Mark43 must provide to the City, within five (5) business days of receipt, written notice that a policy has been suspended, voided or cancelled for any reason. Such notice shall be emailed or mailed to Subscriber' s point of contact listed in 11. 1 of this Agreement.

9. 6 Acceptability of Insurers: Insurance is to be placed with insurers duly licensed or authorized to do business in the State of California and with an "A.M. Best" rating of not less than B+VI. The City in no way warrants that the above -required minimum insurer rating is sufficient to protect the Mark43 from potential insurer insolvency.

9. 7 Verification of Coverage: Mark43 shall furnish Subscriber with certificates of insurance (ACORD form or equivalent approved by Subscriber) as required by this Contract. The certificates for each insurance policy are to be signed by a person authorized by that insurer to bind coverage on its behalf. All certificates and any required endorsements are to be received and approved by Subscriber before work commences. Each insurance policy required by this Contract must be in effect at or prior to commencement of work under this Contract and remain in effect for the duration of the Contract. Failure to maintain the insurance policies as required by this Contract or to provide evidence of renewal is a material breach of Contract. All certificates required by this Contract shall be sent directly to City of Redondo Beach 415 Diamond Street, Redondo Beach CA 90277 Attn: Jill Buchholz. The City reserves the night to require complete, certified copies of all insurance policies required by this Contract at any time.

9. 8 Subcontractors: Mark43' s certificate(s) shall include all subcontractors as additional insureds under its policies or Mark43 shall fumish to the City separate certificates and endorsements for each subcontractors. All coverages for subcontractors shall be subject to the minimum requirements identified above.

9. 9 Variance: City reserves the right to agree, in its sole discretion, to any modification or variation from the insurance requirements in this Contract.

10. Security.

10. 1 Each Parry shall promptly notify the other Party of any security breach that compromises Subscriber's systems and/ or data. Both Parties agree to cooperate in any investigation of such a security breach. A. Criminal Justice Information (" CJI'), whether in electronic format or hard copy, must be secured and protected at all times to avoid unauthorized access and ensure compliance with the most recent version of the FBI' s CJS Security Policy. At a minimum, Mark43 must encrypt and/ or password protect electronic files containing CJI, whether saved to laptop computers, computerized devices or removable storage devices.

B. When CJI, regardless of its format, is no longer necessary, the information must be redacted or destroyed through appropriate and secure methods that ensure the information cannot be viewed, accessed or reconstructed.

C. Mark43 shall promptly notify Subscriber of any unauthorized access or unauthorized disclosure or use by a third parry of the CJI collected or obtained by the Contractor under this Agreement (each, a " Mark43 Security Breach"). Mark43 shall provide such notice following discovery and without unreasonable delay. Mark43 agrees to reimburse the Subscriber for reasonable out-of-pocket expenses incurred by Subscriber to (i) investigate the Contractor Security Breach and, where applicable ( it) notify individuals who may be impacted by the Contractor Security Breach. For the avoidance of doubt, a Mark43 Security Breach does not include any breach caused by the acts, emors or omissions of Subscriber or its personnel (including, without limitation, weak or compromised passwords, phishing of user passwords, lost or stolen Subscriber or officer -owned hardware, etc.)
D. Mark43 agrees that the requirements of this Paragraph shall be incorporated into all subcontractor agreements entered into by Mark43. It is further agreed that a violation of this Paragraph shall be deemed to cause irreparable harm justifying injunctive relief in court.
103 Background Screening
A. Mark43 personnel requiring physical access to any Consortium facility or remote access to any criminal justice information processing systems shall complete a background check conducted by the New York City or livescan system, which will include a local and national fingerprint check (remote personnel may obtain fingerprints at their local law enforcement agency and mail or electronically transmit them to the Project Manager). Personnel not meeting Hawthorne Police Department standards will be removed from the project. Contractor further agrees that all workers and subcontractors (collectively " Contract Worker(s)") that Contractor furnishes to the City pursuant to this Contract shall be subject to background and security checks and screening (collectively "Background Screening') at Contractors sole cost and expense.

B. TERMS APPLICABLE TO ALL OF CONTRACTOR' S CONTRACTS AND SUBCONTRACTS. Mark43 shall include the terms of this section for Contract Worker background screening in all contracts and subcontracts for services furnished under this Contract including, but not limited to, supervision and oversight services.

C. MATERIALITY OF BACKGROUND SCREENING REQUIREMENTS; INDEMNITY.

The background screening requirements of this section are material to City' s entry into this Contract and any breach by Mark43 shall be a material breach of this Agreement.

D. CONTINUING DUTY: AUDIT. Mark43' s obligations and requirements that Contract Workers satisfy this background screening section shall continue throughout the entire term of this Contract. Mark43 shall notify Subscriber immediately of any change to a background screening of a Contract Worker previously approved by Subscriber.

Mark43 shall maintain all records and documents related to all background screenings and Subscriber reserves the right to audit Mark43' s compliance with all background screenings and requirements of this section.

10. 3 CJI/ CLETS TRAINING. Subscriber shall be responsible for providing CJI or CLETS- related training to Mark43 personnel and/ or obtaining any certifications for Mark43 personnel who may have access to CJI data of Subscriber.

11. MISCELLANEOUS.

11. 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 property given, if given by ( i) personal service, ( it) registered or certified mail, postage prepaid, return receipt requested, or (iii) nationally recognized private courier service, to the respective addresses of the parties set forth below or such other addresses as the respective parties may designate by like notice from time to time. Notices so given will be effective upon ( a) receipt by the party to which notice is given; or (b) on the fifth (5th) business day following mailing, whichever occurs first:

If to Mark43: If to Subscriber:

Mark43, Inc.

Redondo Beach Police Department
28 E. 28- Street
Attn: Shaven Freeman
12' Floor
401 Diamond Street
New York, NY 10016
Redondo Beach, CA 90277
Attn:

Shawn. [email protected]
Copy to:

Mark43, Inc.
28 E. 2811 Street
12' NewFloor York, NY 10016
Copy to: Attn: General Counsel Redondo Beach City Attorney' s Office 415 Diamond Street
Redondo Beach, CA 90277

11. 2 Assignment Neither party may assign or otherwise transfer any of Us rights or obligations under this Agreement without the prior, written consent of the other party; row, 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 sucoessors and assigns.

11. 3 Dispute. Resolution. Governing Law and Venue. This Agreement shall be construed in accordance with the laws of the State of California without regard to principles of conflicts of law. Venue for any litigation or other action arising hereunder shall reside exclusively in the Superior Court of the County of Los Angeles, Southwest Judicial District. Notwithstanding the foregoing, where applicable, Mark43 may remove such an action to the Central District of California if permitted by law.

11. 4 Claims. Any claim by Mark 43 against Subscriber hereunder shall be subject to Government Code 800 at seq. The claims presentation provisions of said Act are hereby modified such that the presentation of all claims hereunder to the Subscriber shall be waived if not made within six ( 6) months after accrual of the cause of action.

11. 5 Records. All books, accounts, reports, files and other records, in each case relation to billing and invoicing under the Contract shall be subject to inspection and audit by Subscriber at a reasonable time and place for five years after completion of the Contract, whether electronically or otherwise, solely to the extent feasible and practicable, at Subscribers location as indicated in the Notices section of this Contract. Notwithstanding the foregoing, Mark43 shall not be requested to produce for inspection or audit by Subscriber and confidential information ( including Confidential information of or relating to third parties or other Mark43 customers), the disclosure of which, in Mark43' s reasonable discretion, could place Mark43 in breach of its existing contracts or applicable law.

11. 6 Force Majeure. Except with respect to failure to pay any amount due under this Agreement, nonperformance of either party will be excused to the extent that performance is rendered impossible by strike, fire, flood, governmental acts that are not caused by or within the control of the nonperforming party, orders or restrictions, failure of suppliers, or any other reason where failure to perform is beyond the control and not caused by the negligence of the non- performing party.

11. 7 No Waiver. The failure of either party to enforce at any time for any period any provision hereof will not be construed to be a waiver of such provision or of the right of such party thereafter to enforce each such provision, nor shall any single or partial exercise of any right or remedy hereunder preclude any other or further exercise thereof or the exercise of any other right or remedy. No waiver of any rights is to be charged against any parry unless such waiver is in writing signed by an authorized representative of the parry so charged.

11. 8 Amendment. No modification, change or amendment to this Agreement shall be effective unless in writing signed by Subscriber and Mark43. No term included in any invoice, estimate, confirmation, acceptance, purchase order or any other similar document in connection with this Agreement will be effective unless expressly stated otherwise in a separate writing signed by Subscriber and Mark43.

11. 9 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. The Parties agree that no persons supplied by or working with the Mark 43 in the performance of Mark 43's obligations under the Contract are considered to be Subscribers employees and that no rights of City civil service, retirement or personnel rules accrue to such persons. Mark 43 shall have total responsibility for all salaries, wage bonuses, retirement, withholdings, workmen' s compensation, occupational disease compensation, unemployment compensation, other employee benefits and all taxes and premiums appurtenant thereto concerning such persons, and shall save and hold Subscriber harmless with respect thereto.

11. 10 Brokers. Mark43 acknowledges, represents and warrants that Mark43 has not hired, retained or agreed to pay any entity or person any fee, commission, percentage, gift, or any other consideration, contingent upon or resulting from the award or making of this Agreement.

11. 11 Discrimination Prohibited. Mark43 shall not discriminate against any worker, employee or applicant, or any member of the public, because of race, color, religion, sex, national origin, age or disability nor otherwise commit an unfair employment practice.

11. 12 Licenses and Permits. Mark43 shall keep current Federal, State, and local licenses and permits required for the operation of the business conducted by Mark43 as applicable to this Contract.

11. 13 Advertising. Mark43 shall not advertise or publish news releases concerning this Contract without the prior written consent of the City' s designated contact from Section 11. 1 of this Agreement.

11. 14 Health, Environmental and Safety Requirements. Mark43' s Products, Services and facilities shall be in full compliance with all applicable Federal, State and local health, environmental and safety laws, regulations, standards, codes and ordinances, regardless of whether or not they are referred to by the Subscriber.

11. 15 Compliance with Laws. Mark43 agrees to fully observe and Comply with all applicable Federal, State and local laws, regulations, standards, Codes and ordinances when performing under this Contract regardless of whether or not they are referred to by Subscriber. Because Mark43 will be acting as an independent Contractor, Subscriber assumes no responsibility for Mark43' s acts.

11. 16 Emergency Purchases. Subscriber reserves the right to purchase from other sources those items or services that are required on an emergency basis and Cannot be supplied immediately by Mark43.

11. 17 Strict Performance. Failure of either Party to insist upon the strict performance of any item or condition of the Contract or to exercise or delay the exercise of any right or remedy provided in the Contract, or by law, or the acceptance of materials or services, obligations imposed by this Contract or by law shall not be deemed a waiver of any right of either Party to insist upon the strict performance of the Contract.

11. 18 No Third Party Benefit. This Agreement is entered into for the benefit of Subscriber and Mark43.

Except as set forth herein, nothing in this Agreement shall be Construed as giving any benefits, rights, remedies or claims to any other person, firm, Corporation or other entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a parry to this Agreement to maintain a suit for breach of Contract, personal injuries, property damage, or any other relief in law or equity in Connection with this Contract.

11. 19 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.

11. 20 Headings. The titles and headings contained in this Agreement are for reference purposes only and shall not in any manner limit the construction or interpretation of this Agreement.

11. 21 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.

11. 22 Cumulative Remedies. All remedies for breach of this Agreement are cumulative, and may be exercised concurrently or separately, and the exercise of any one remedy shall not be deemed an election of such remedy to the exclusion of other remedies.

11. 23 Export Compliance. In connection with this Agreement, each party will comply with all applicable import, re -import, export, and reexport control laws and regulations, including the Export Administration Regulations, the International Traffic in Arms Regulations, and country -specific economic sanctions programs implemented by the Office of Foreign Assets Control.

11. 24 Compliance with Laws. Each party shall comply with all Applicable Laws relating or pertaining to the use of the Services. Subscriber shall ensure that its use of all Subscriber Data complies with all Applicable Laws relating to the privacy of third parties or the protection of their personal data promulgated by any governmental, municipal, or legal authority having jurisdiction over Subscriber or the End User Data covered by this Agreement. " Applicable Laws" means all applicable provisions of all ( x) constitutions, treaties, statutes, laws ( including the common law), rules, directives, regulations, ordinances, codes or orders of any governmental authority and ( y) orders, decisions, injunctions, judgments, awards and decrees and consents of or agreements with any such entity.

Each parry 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 poli ical party, political party official or candidate; ( B) offer, promise or give any person working for, or engaged by, the other party a financial or other advantage to (i) induce that person to perform improperly a relevant function or activity; or ( ii) reward that person for improper performance of a relevant function or activity; or (C) request, agree to receive or accept any financial or other advantage as an inducement or a reward for improper performance of a relevant function or activity in connection with this Agreement. Each parry 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 requirethat such third parties agree to comply with all legal requirements required of such party under this Agreement.

11. 25 Entire Agreement. This Agreement supersedes all previous understandings, agreements and representations between the parties, written or oral and constitutes the entire agreement and understanding between the parties with respect to the subject matter thereof and incorporates all representations, warranties, covenants, commitments and understandings on which they have relied in entering into this Agreement, and, except as provided for herein, neither party makes any covenant or other commitment conceming its future action nor does either party make any promises, representations, conditions, provisions or terms related thereto.

SIGNATURES FOLLOW ON NEXT PAGE
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IN WITNESS WHEREOF, the parties have caused this Agreement to be executed by their duly authorized representatives.

City of Redondo Beach
William C. Brand, Mayor
ATTEST:

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Eleanor Manzano, City Ctdrk
APPROVED:

Jill Bu hholz, isk Manager
APPROVED AS TO FORM:
y%v'/ u. GGA
Michael W. Webb, City Attorney
Mark43 Inc.

By: C--
Name: t7 qk
Title: vi OF FtNwy t
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SCHEDULE A
Services Schedule

1. Services. The Services covered by this Agreement consists of the following. a. Professional Services:
i. RMS/ Evidence Interfaces ( subject to consent and cooperation of the third parties and Mark43)

1. Pulsium CAD Interface to Mark43 RMS — Included

2. Livesran Interface to Mark43 RMS— Included

3. CrossRoads Interface to Mark43- Included

4. COPLINK Interface to Mark43— Included
ii. CAD Interfaces ( subject to consent and cooperation of the third parties and Mark43)

5. CLETS Interface to Mark43 CAD - Included

5. Vesta / E911 Interface to Mark43 CAD — Included

7. Vigilant Interface to Mark43 RMS - Included
if. The Data Migration to be provided is described as follows:

1. Redondo Beach PD RMS legacy data from Pulsium RMS — Included a. Pulsium will provide Redondo Beach PD RMS data to Mark43 in a SOL Server or MYSQL relational database).

2. Redondo Beach PD legacy reports ( in . PDF) from Laser -Fiche - Included b. SaaS Services:
i. The Applications to be provided are described as follows:

Records Management System ( RMS)
Report Writing
In -Station & Mobile Field Reporting
Incident, Offense & Arrest Reports
Field Contact Reports
Use of Force Reports
DUI ActiveArrest Error Validation
Smart Duplicate Data Entry Logic and Prevention
Unlimited Report Attachments
Auto -Validation of Fields, Locations and People
Word Processing Tools
Context -Sensitive Report Export Formats
Full Report Audit History
Email & In -App Notifications
User Speci( c Reports Dashboard
Case Management
Seamless Report Import
Active Master Entity Sync
Unlimited Case Attachments
Dashboard for Case Tracking
Configurable Task Lists by Case Type
Dynamic Master Entity Profiles
Email & In -App Notifications
Context -Sensitive Case Export Formats
Properly & Evidence
Mobile Device Application for Barcode Scanning, Audits & ID Capture Automatic Custodial Property Report Generation
Master Item Profile
Configurable Barcodes & Disposition Notifications
Bulk Item Filtering & Actioning
Dashboard for Inventory Management
Immutable Chain of Custody
Storage Location Setup and Customization
Email & In -App Notifications
Full Evidence Audit History
Chain of Custody Validations and Guardrails
Digitally capture signatures and photo ID' s
Batch Label Printing
Support for Zebra Printing
Mobile Application (barcode scanning)
Automated disposition approval process with customizable retention periods Warrant Management
Linked IncidenUArrest Reports, Warrants, and Entity Records Dashboard for Warrant Tracking and Management
Configurable Warrant Number Format, Fields, and Permissions Context -Sensitive Warrant Export Formats
Booking Management
RMS -integrated booking with limited records/ data duplication Linked Arrest Reports and Entity Records
Booking record creation and management
Booking records linked to MNI
Live Scan Integration
Prisoner Property Management
Inmate Tracking and Activity Logs
Configurable Holding Areas and Intake Questionnaires
Department Personnel Linked to Booking Record
Context -Sensitive Booking Record Export Formats
Stat Reporting & Crime Analysis
Active Error Detection
Automatic SRS/ NIERS Code Mapping
Integrated Workspace for UCR Report Creation
Real -Time Dashboard for Platform -Wide Stats
Advanced CAD, RMS & Entity Search
Multi -Input & Fuzzy Match Search Filters
Comprehensive Analysis Filters
Data Visualization Support
System Administration Configurable Permissions & Roles for Individual Users & Records Configurable Fields, Statutes, Codes & Validation Rules Shapefile Import
Configurable Street & Location Aliases
Configurable Department Alerts & Notifications
IP Address Whitelisting & Blacklisting for Enhanced Security Open API for Third -Party Connections
Custom Units, Teams and User Roles
Automatic UCR & NIBRS coding
Permission -based ReadANme Privileges
Computer Aided Dispatch ( CAD)
Dispatcher
Individualized Workstation Setup
Unit Management and Monitoring
Auto Complete Verified Event Locations & ANI/ALI Data
Prominent Alerts for New Information
Configurable Command Line Functionality
Bi -Directional Syncing of Historical RMS Data
Multi -Layered AVL Map View
Real -Time Event Chat
Override Ability for Unit Recommendations
Event Management
First Responder (Mobile)
Seamless RMS Report Generation
Prominent Alerts for New Information
Si -Directional Syncing of Historical RMS Data
Real -Time Event Chat
Multi -Layered AVL Map View
Automatic & Manual Status -Setting Ability
Automatic Vehicle Location Mapping ( Integration)
In -App Messaging
System Administrator
Desktop, Laptop & Tablet Agnostic
Web -Based & Installed Application Options
Vendor -Free Configurations
Scheduling System Integration
Seamless Data Exchange for External Databases
Full Event Log
IP Address Whitelisling & Blacklisting for Enhanced Security Open API for Third -Parry Connections
ii. Following go -live of each Application, Mark43 will provide Subscriber with the SaaS Services for the Fees set forth in Section 4 below (the "Regular Usage Period"). The parties anticipate that the Regular Usage Period for RMS and Evidence will commence on or about September 2018. Mark43 will provide Subscriber with the CAD Application only if the Subscriber elects its option fn writing from an authorized representative) to Purchase CAD on or before December 31 2019 The Regular Usage Period for CAD will commence 12 months after such purchase election is made, and Mark43 is not obligated to deliver CAD before the end of such 12 -month period.

2. Initial Term. The Initial Term commences on the Effective Date and concludes at the end of the five-year period of the Regular Usage Period of the RMS Application.

3. Renewal Terms, Any Renewal Terms shall be for a period of 1 year.

4. Fees.
a. RMS and Evidence: $ 85. 00 per sworn officer per month during the Regular Usage Period of the RMS/ Evidence Applications.

It. CAD: If Subscriber elects to purchase the CAD Application on or before December 31, 2019, the price for CAD will be $85. 00 per sworn oRcar per month during the Regular Usage Period of the CAD Application.

Mark43 Pricing is based on the number of sworn officers employed directly or indirectly by Subscriber at the time the Order Form is signed. In the event that Subscriber increases or decreases its number of employed sworn officers, which is currently 96, to more than 106 or less than 86, then the fee shall adjust by increasing or decreasing to $ 85 per sworn officer per month for the updated number of sworn officers.

5. Payment Schedule. Subscriber will pay the Fees on the following schedule.

Year t Payment Schedule
Contract signing 0%
December 20" 2017
Project Kickoff 25% January 15th, 2018 24,480.00
Completion of Department 25%
Assessment March 151b, 2018 24,480.00
Evidence Cutover 25% September 30'^, 2018 24,480.00
RMS Cutover 25% September 30'b, 2018 24,480.00
Total Year 1 Payments 97,920.00
Years 2 through 5 Payment Schedule
Year 2 Payment Date Amount Due
September 2019 97, 920.00
Year 3 Payment Date
September 2020 97, 920. 00
Year 4 Payment Date
September 2021 $ 97, 920. 00
Year 5 Payment Date
September 2022 $ 97, 920. 00
Total Years 2 through 5 Payments $ 391,680.00

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 Subscribers use, deployment and validation of the Sai Services on a 24x7 basis, and after normal business hours and on holidays, as necessary to support Mark43' s obligations under this Agreement. The contact information for Mark43' s technical support organization is Support@mark43. com and Mark43 will notify Subscriber in writing of any changes no less than 5 days in advance. Mark43 shall provide Subscriber with online access to its known -problem database and any other resource containing information that will aid in problem and error resolution and correction, as well as any other technical resources made electronically available to any of Mark43' s other customers. The Mark43 account manager or primary point of contact for Subscriber with respect to this Agreement will be Andrew Kennedy.

7. Service Levels. Mark43 shall provide the Applications in accordance with the following services levels. a. Service Levels for the Records Management System and Evidence Management Applications hereinafter, " RMS").
i. RMS Availability. During any calendar month of a Regular Usage Period, the RMS shall be available to users no less than 99.9% of the time on a 24x7 basis, excluding scheduled maintenance of the RMS ( RMS Scheduled Downtime"); provided, however, that Mark43 is not responsible for any downtime of the RMS caused by Third Party Data services ( e.g. Department of Motor Vehicles license plate database), or Third Party Components, and such Third Party downtime will not count against the service levels promised herein; provided, further, that Mark43 shall be responsible for any downtime of RMS caused by Integrated Third Party Software (as defined below) solely to the extent specified in Section 71 below ("Service Levels for Integrated Third Party Software"). Mark43 shall provide Subscriber with prompt notification as soon as it becomes aware of any actual or potential unscheduled downtime defined below) of the RMS, as well as continual periodic updates tluring the unscheduled downtime regarding Mark43' s progress in remedying the unavailability and the estimated time at which the RMS shall be available. iLRMS 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 Subscribers account for the unavailable RMS as follows:

RMS Aveila " Monthl Credit P
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 Subscribers 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. intemet service provider) network problems that arise.

Credit Percentage" means the applicable percentage of the portion of the Fees adributable to Services in the calendar month in which the RMS Unavailability occurs. For example, if Subscriber has paid Mark43 $ 1, 000 for one year of a Regular Usage Period, and the RMS Availability falls to 99.5% during any calendar month in that year, then Mark43 will owe Subscriber a 10% credit on that month' s portion of the Fee, or: $1, 000/ 12 = $ 83.33 per month, and 10% of $83. 33 = $ 8. 33. In this example, Mark43 would owe Subscriber $8.33 in credit for the month in which RMS Availability fell to 99.5%.

The issuance of RMS Service Credit by Mark43 hereunder is Subscriber' s sole and exclusive remedy for any failure by Mark43 to satisfy the service levels set forth in this Section 7( a). b. Service Levels for the Computer Aided Dispatch Application (CAD). i. CAD Availability. During any calendar month of a Regular Usage Period, CAD shall be available to Subscriber no less than 99. 95% of the time on a 24x7 basis, excluding scheduled maintenance of CAD (" CAD Scheduled Downtime"); provided, however, that Mark43 shall not be responsible for downtime of CAD under this section caused by Third Party Data services (e.g. Department of Motor Vehicles license plate database), or Third Party Components, and such Third Party downtime will not count against the service levels promised herein. Any CAD Scheduled Downtime shall be scheduled on minimal traffic days whenever possible. The parties agree that the total amount of CAD Scheduled Downtime shall not exceed 60 minutes during any 30 -day period. Mark43 shall provide Subscriber with immediate telephone notification to the point of contact set forth in the Agreement as soon as it becomes aware of any actual or potential unavailability of CAD other than CAD Scheduled Downtime (" CAD Unscheduled Downtime"), as well as continual periodic updates during the CAD Unscheduled Downtime regarding Mark43' s progress in remedying the unavailability and the estimated time at which the CAD shall be available. ii. Eror Response and Resolution. When reporting a failure of the CAD to Mark43 ( a " CAD Error), Subscriber shall identify the CAD Error as a Severity Level 1, 2, or 3 ( each defined below) based on Subscriber's initial evaluation. If Mark43 becomes aware of a Severity Level 1 or 2 CAD Error, Mark43 shall promptly, but in no event to exceed the Initial Response timeframe in the chart set forth below, notify Subscriber, and such notice shall identify the CAD Error as a Severity Level 1 or 2 CAD Error based on Mark43's initial evaluation. Mark43 and Subscriber shall cooperate in good faith to jointly determine whether a CAD Error is a Severity Level 1, 2, or 3 CAD Error; provided, however, that in the event that Mark43 and Subscriber cannot come to such joint determination despite such good faith cooperation, Mark43' s determination shall control. Subscriber may report to Mark43 any Severity Level 1 or 2 CAD Error 24 hours per day, 7 days per week, and any Severity Level 3 CAD Error during Mark43's normal business hours. Upon notification by Subscriber of a CAD Error, Mark43 shall commence and diligently pursue correction of such CAD Error, at all times employing at least the level of effort (" Level of Effort") designated in the chart set forth below and in all instances providing an Initial Response, temporary resolution or fix ( a " Work Aroundl and a permanent fix ( a Permanent Correction") to Subscriber within the timeframes in the chart set forth below, as measured from the earlier of the time that Subscriber notifies Mark43 or Mark43 first becomes aware of a CAD Error. Mark43 shall provide Subscriber with updates to the status of Mark43' s efforts ( the " Status Updates") by telephone, email or such other means as may be reasonably designated by Subscriber from time to time, no less frequently than the timeframes identified in the chart set forth below. For the avoidance of doubt, a CAD Error does not include, and Mark43 will not be responsible for, any feature or functionality of the CAD that is not set form in Section 1( b)( i)( 2) of this Schedule A or in a project plan created for Subscriber by Mark43.

1. " Severity Level 1 CAD Enor means any CAD Error that, for fifty percent ( 50%) or more of Subscribers dispatchers, renders the CAD or any material portion thereof inoperative, or materially impairs use of the CAD in a production environment. Examples of Severity Level 1 CAD Errors include, without limitation, situations in which the CAD are inoperable and causing dispatchers to experience a total loss of service, continuous or frequent instabilities, a loss of connectivity or inability to communicate as intended, or there is an inability to process transactions, the creation of a hazard or emergency, or the inability to use a primary feature or function of the CAD.

2. " Severity Level 2 CAD Error' means any CAD Error that, for fifty percent ( 50%) or more of Subscribers dispatchers, substantially impairs use of one or more features or functions of the CAD, which constitute less than a material portion thereof, in a production environment, or any CAD Error occurring in a testing or other non -production environment that, if occurring in a production environment, would constitute a Severity Level 1 CAD Error. Examples of Severity Level 2 CAD Errors include, without limitation, situations in which a CAD Error is causing intermittent impact to dispatchers, loss of redundancy, loss of routine administrative or diagnostic capability, or inability to use a secondary feature or function of the CAD.

3. " Severity Level 3 CAD Error' means any CAD Error that, for fifty percent ( 50%) or more of Subscriber's dispatchers, has a minimal impact on the performance or operation of the CAD. Examples of Severity Level 3 CAD Errors include, without limitation, a CAD Error having only a minimal impact on dispatchers and CAD Errors seen in a test or other non -production environment that, if deployed in a production environment, would not constitute a Severity Level 1 CAD Error.

CAD Service Credits. Mark43' s failure to meet the CAD services levels set forth in Section 7( b) during any calendar month of a Regular Usage Period entitles Subscriber to Fee credits ( the " CAD Service Credit( s)") Status Updates
Continuous best efforts, Immediate, but in
3 calendar Every 3 hours prior to a
1 24 hours per day, 7 no event to exceed 6 hours Work Around and every days per week 30 minutes days
calendar day thereafter
Commercially reasonable Every 6 hours prior to
2 efforts, 24 hours per day, 1hour 24 hours 5calendar Work Around and every 7 days per week
days
calendar day thereafter
Commercially reasonable Every 2 Business Days prior
efforts, during normal
10 20 Business to a Work Around and
3 baalme55 hours 1 Business Day Business DdyS there e55 Days Days
thereafter
CAD Service Credits. Mark43' s failure to meet the CAD services levels set forth in Section 7( b) during any calendar month of a Regular Usage Period entitles Subscriber to Fee credits ( the " CAD Service Credit( s)") calculated as set forth below. Any CAD Service Credits owed to Subscriber hereunder shall offset against any subsequent Fees owed by Subscriber and shall be Subscriber' s sole and exclusive remedy with respect to Mark43's failure to provide the CAD. If Mark43 fails to meet the CAD service levels set forth in this Section 7( b) in any applicable calendar month during the Regular Usage Period, then Mark43 shall credit Subscriber five percent ( 5%) of the portion of the Fees attributable to CAD Services in the calendar month in which such CAD service level failure occurs. The applicable CAD Service Credits will be applied to the next invoice. Only one CAD Service Credit for failure to meet the applicable service level shall be granted for each Service in a calendar month of the Regular Usage Period.
c. Service Levels for Integrated Third Parry 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 Parry Software solely to the extent specified in this Section 7( c). Credit Percentages Service Credits referenced elsewhere in this Contract shall not apply to downtime caused by Integrated Third Party Software or the integrations or connections to Integrated Third Party Software.
i. Availability of Third Party Applications. The Statement of Work will outline specific Third Party Application integrations ( the " Integrated Third Party Software) to be performed by Mark43 during the Professional Services Period, and the Subscriber' s and Mark43' s respective rights regarding acceptance of those Services. During the Regular Usage Period, the Integrated Third Party Software shall be operational no less than 99.9% of the time on a 24x7 basis, excluding any scheduled maintenance of the Integrated Third Party Software ( whether scheduled by Mark43 or by the third party provider, the "Integration Scheduled Downtime"); provided, however, that Mark43 shall not be responsible for downtime caused by upgrades or updates to Integrated Third Party Software of which Mark43 does not receive the requisite advance notice, and such downtime will not count against the service levels promised herein. Mark43 agrees that it shall schedule any Integration Scheduled Downtime on minimal traffic days whenever possible. The Parties further agree that Mark43 shall not schedule in excess of 90 minutes of Integration Scheduled Downtime in during any 30 -day period. Mark43 shall provide Subscriber with immediate telephone notification to the point of contact set forth in the Contract as soon as it becomes aware of any actual or potential unavailability of an Integration other than Integration Scheduled Downtime (" Integration Unscheduled Downtime"), as well as continual periodic updates during the Integration Unscheduled Downtime regarding Mark43' s progress in remedying the unavailability and the estimated time at which the Integration shall be available.

I. Responsibilities for Planned Updates. Subscriber shall provide Mark43 with prompt notice, and in no case fewer than forty-five ( 45) days' advance notice, of any update by the Third Parry provider of Integrated Third Party Software. Mark43 shall undertake commercially reasonable efforts to patch, repair or update the Software in order to integrate it with the updated Integrated Third Party Software. iii. Responsibilities for Planned Upgrades. Subscriber shall provide Mark43 with prompt notice, and in no case fewer than ninety (90) days' advance notice, of any planned upgrade by the Third Party provider of Integrated Third Party Software. Mark43 shall evaluate the time and resources required to patch, repair or update the Software in order to integrate it with the upgraded Integrated Third Parry 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.

SCHEDULE
Transition Assistance
Upon termination of the Agreement for any reason, and subject to all Fees due being paid in full, Mark43 will create searchable PDFs of each record (each, a " Record') and provide them to the Subscriber for download. Subscriber may request, and Mark43 will consider, other formats in which to create the Records, but the final format of all Records will be determined in Mark43' s sole discretion. Records can be uploaded to Subscribers new records management system by the Subscriber or its new vendor.

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

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

2. Content
a. Each Report in Cobalt will be recreated as a searchable PDF (or other mutually agreed to format as described above) using the standard Cobalt format then in use.

L All archive files will be accessible via the intemet on the Cutoff Date.

3. Support
a. Mark43 will maintain Subscriber data in Cobalt for up to 1 year following the Cutoff Date.

L Mark43 will maintain Subscriber PDF archives for up to 2 years following the Cutoff Dale. c. Mark43 will resolve any issues it deems to be the result of errors in the Cobalt platform or export process for a period of six ( 6) months after the Cutoff Date.
d. At Subscribers written request, no less than 2 years after the Cutoff Date, Mark43 will delete Subscriber Data from all Mark43 online systems (e. g. primary database, replica databases, search databases, application caches, etc.) other than database backups, audit logs and server system logs. e. Within 6 months from the date of deletion of Subscriber Data from all Mark43 online systems, all Subscriber Data will be erased from database backups.
f. Notwithstanding the foregoing, Mark43 reserves the right to retain Subscriber Data on audit logs and server system logs and in support tickets, support requests and direct communications with Mark43.

Transition Assistance as outlined in this Schedule B is included in the Fees charged to Subscriber for the Services.

Fees are due and payable up to the Cutoff Date. In the event that any Fees have not been paid as required in this Agreement, Mark43 may retain all Records and decline to provide the support outlined in Section 3 of Schedule B above until such Fees are paid in full.

SCHEDULE
Technical Requirements
Mark43 CAD and RMS Recommended Hardware Equipment
Operating Systems Supported
CAD Dispatch
Operating Systems Supported Windows 7 and higher
Processor Quad -core Intel processor
Memory 4 GB
Network Card Speed 2 Mbps
Screen Resolutions Supported 1920x1080
Hard Disk Space Required 80GB
Monitor Dual 24 inch, Flat panel, monitors
Additional Applications Software and
Versions Mark43 systems do not require any 3rd parry software or plugins.

Graphics Card Recommended 2, 512 MB NVIDIA Quadro NVS 310, 4MON Operating Systems Supported
RMS Workstation
Windows 7 and higher
Processor Single, quad -core Intel processor
Memory 4GB
Network Card Speed
1 Mbps or above internet connection.

Lower speeds are possible but will result in degraded service.

Screen Resolutions Supported 1024x768
Hard Disk Space Required SOGB
Monitor one 21" monitor
Additional Applications Software and
Versions Mark43 systems do not require any 3rd party software or plugins.

Graphics Card Recommended AMD Radeon HD7000 series
Operating Systems Supported Windows 7 and higher
Processor Single, quad -core Intel processor
Memory 4GB
Network Card Speed
1 Maps or above internet connection.

Lower speeds are possible but will result in degraded service.

Screen Resolutions Supported 1024768
Hard Disk Space Required 80GB
Monitor 13"
Additional Applications Software and
Versions Mark43 systems do not require any 3rd party software or plugins.

Browser Requirements
Since the Mark43 platform is web -based, it can be accessed from any web browser. Mark43 requires using a modem web browser to access the system. IE 11 +, Edge, Safari (latest), Firefox (latest), Chrome ( latest) are all supported.

However, we recommend Chrome as it updates to the latest version automatically and is proven high performance. As far as devices that work with Mark43, we are hardware agnostic as long as a modem browser is supported. Deployed departments have used Panasonic Toughbooks as well as Getac tablets.

Interface Server Requirements
If 3rd party integrations are required, an interface server may be installed on site. The requirements of this server are:

Networking/ Firewall:

Interface Se er Requirements
Sever Purpose
Servers only required for interfacing with 3rd party
applications. Mark43 systems are cloud based and
require no server hardware on -premise.

Operating System RHEL 7, CentOs 7
Processor speed & quantity 3. 1 Ghz
Cores per processor 2
Memory 8GB
Network Card Speed 2 Mbps
Network Card Quantity 1 NIC ( 2 NICs at 1 GBPS or greater preferred) Screen Resolution 1024x788
Hard Disk Space Required 250GB
Hard Disk Space Drive Configuration 500138
Networking/ Firewall:

Inbound Outbound VPN User Accounts
SSH over client VPN All Mark43 needs ability to Admin user accounts for SSH to the interface server personnel with client VPN
over our client VPN for access.
admin access purposes.

Internet Connectivity Requirements:

Mark43' s software -as -a -service platform is accessed via web browser and requires Subscriber to connect via an active intemet connection.

In office, Mark43 requires a 1 GB internet connection along with a backup intemet service provider line for redundancy purposes. In the field, Mark43 recommends a 4G LTE connection for best performance.

Evidence Hardware Requirements:

Printers: Zebra printers, GX430T Model number GX43-102410-000 Mobile phones: Android (likely one or two per Evidence location) Signature pads: Topaz Systems SiciLite LCD 1x5. T- L460- HSB- R

APPENDIX A
Redondo Beach Police Department

STATEMENT OF WORK
mark43
G ryl
Table of Contents
Introduction 3_034
Project Team Structure 3134
Project Management Guidelines 3637
Statement of Work Task Format 3738
Initial Project Tasks 3738
Project Kick -Off Meeting 3738
Project Schedule Review 4044
System Hardware Review 4142
RMS Implementation Tasks 4443
Department Assessment 4445
Interface Control Documentation 4546
Data Conversion Study 4849
System Configuration 50-54
Interface Development 5334
Integration Testing 5433
Functional Testing 5738
Policy/General Orders Review 5839
Product Documentation 6064
Trainer Training 6162
Cutover Plan 6364
Cutover Readiness Review 6465
Cutover 6768

1. INTRODUCTION
This statement of work (hereinafter " SOW") which is attached to the Agreement as Exhibit A, details the effort necessary by Mark43 ( hereinafter " Contractor") to implement for its Records Management System (RMS) and Evidence applications, along with interfaces to third party software as specified herein (hereinafter " System") at the Redondo Beach Police Department hereinafter " Agency").

The Contractor will be responsible for all project tasks specified in the SOW, including building interfaces, data conversion/migration, testing, implementing, training, go -live and maintenance support. Notwithstanding the foregoing, or anything to the contrary in the Agreement, this SOW, or any other agreement, the Agency agrees and understands that it, and not the Contractor, is solely responsible for establishing any required agreement( s) and/ or statement(s) ofwork with Third Party Providers in connection with the interfaces, and for paying all fees, costs and expenses of Third Party Providers.

The SOW guides the primary activities and responsibilities for implementation of the System. It documents project implementation requirements, identifies each major task within the implementation process, sets expectations for each party and identifies the criteria by which a task will be considered complete.

The SOW will include the following Attachments:

Attachment A —Initial Project Schedule (to be finalized after Project Kickoff Meeting) Attachment B — Training Methodology (to be finalized by Contractor and the Agency during implementation)
The Agency agrees that Contractor shall not be held responsible for delays not within Contractor' s control, including without limitation the Agency' s failure to obtain any necessary consents or agreement from Third Party Providers.

1. 1 Project Team Structure
The Contractor' s project implementation team will consist of the following personnel:

Escalation point for issues that arise Dave Jochim
Project Executive Sponsor
beyond the project level VP ofDeployments
The Mark43 Project Team will work Allan Markiewicz
closely with Redondo Beach Project Director ofClient
Manager, Workflow Decision Solutions
Project Team Makers, and Super users through the
implementation process. The Client Colleen McCann
Solutions Manager will be the Client Solutions
Agency' s ri oint of contact Manager
The Contractor' s Technical Services Karen Man
Team is responsible for determine Technical Services
the scope of data migrations and any Engineer
technical integrations between
Technical Services Team Contractor systems and other Third Party Vendor systems. This team
will work closely with Agency IT
personnel to ensure integration and
data migration timelines are met
The Contractor Operational Support Greer Davis
Team is responsible for training Director of
Agency trains in accordance with Operational Support
Contractor' s " train the trainer"
training methodology. The
Operational Support Team Contractor Operational Support Team representatives will also be
responsible for providing user
support during and after cutover to
Contractor systems.

The Agency' s Project Team should consist of designated personnel from each Redondo Beach agency with the various skill sets, knowledge and backgrounds required to implement the new systems. The following list identifies the recommended Project Team roles and corresponding responsibilities:

Executive Sponsor
Redondo Beach)
Executive sponsors and escalation
point in the Agency for issues that
arise beyond the project level.

Responsible for making decisions on
recommended business process
changes and other related items
TBD
Contractor' s primary point of TBD
contact in the Agency during the
implementation process.

Project Manager Responsible for the day-to- day
Redondo Beach) coordination of project activities
with the Agency Project Team and
with the Contractor Client Solutions
Manager
Leaders from various functional TBD
groups within the Agency who have
the expertise to opine on workflows
and the authority to make decisions
Working Group Leaders on changes to workflows at launch.

Redondo Beach)
These Working Group Leaders will
serve as the lead Agency
representative for their respective
working groups ( see below).

Throughout the implementation, Working Groups that include representatives from the Contractor and the Agency will be responsible for supporting, informing, and making decisions on the various tasks required for launch. The Working Group Leaders will be empowered with the authority to act as the final decision -maker for changes in System -related workflows, as nebded.

Working Groups should include individuals who are able to answer specific questions about their area ofresponsibility. Additional Working Groups may be required based on the unique needs of the Agency.

Review and sign off on business TBD
processes related to first responder,
Patrol (Officers and
patrol, and patrol supervisor
Supervisors)
Redonda Beach)
workflows in Contractor systems
based on expert knowledge of
department policies
Review and sign off on business TBD
processes related to investigations
Investigations ( Detectives & and case management, to include Supervisors) detective and detective supervisor
Redondo Beach) workflows in Contractor systems
based on expert knowledge of
department policies
Review and sign off on business TBD
processes related to records
Records workflows, to include answering
Redondo Beach)
public information requests and
expungements.

Review and sign off on business TBD
processes related to property room
Property & Evidence workflows, to include logging and
Redondo Beach) tracking evidence in Contractor
systems based on expert knowledge
of department policies
Review and sign off on business TBD
processes related to the booking and
Booking processing ofarrestees in Contractor
Redondo Beach)
systems based on expert knowledge
of department policies
Review and sign off on business TBD
UCR/NIBRS processes related to monthly UCR or
Redondo Beach) NIBRS reporting based on expert
knowledge of department policies
Review and sign off on business TBD
processes related to statistical
Crime Analysis analysis of data in Contractor
Redondo Beach)
systems based on expert knowledge
of department policies and needs
GIS Responsible for providing the TBD
Redondo Beach) Contractor Client Solutions Manager
N
with mapping updates during the
course of the project and for
installing map updates after
implementation
Review and approve on business TBD
processes relation to
Communications & Communications, call -taker, and
Dispatch
dispatcher workflows in Contractor
Redondo Beach)
systems based on expert knowledge
ofAgency policies
Identify scope and provide TBD
documentation for any data
migration
Identify scope and provide
documentation for any
interfaces
Technology Identify technical gaps
Redondo Beach) between existing systems and
Contractor systems
Define technical standards
Introduce Third Party
Vendors or other technical
experts as needed to facilitate
project goals
Review business processes TBD
with the Agency and external
agencies
Identify areas of
improvement in conjunction
with the cutover to the
Policy & Change Mark43 RMS
Management Draft policy or General Order
Redondo Beach) changes for approval by
Agency Sponsor(s)
Define report approval
processes
Implement new General
Orders at launch
Develop training plan for end TBD
Tra1° 1Og users, Trainers, and system
Redondo Beach)
administrators
N

1. 2
Schedule training sessions for
all user groups
Track and report training
progress to the Contractor
Project Team and Redondo
Beach Project Manager
Define support model for TBD
Contractor systems
Support
Redondo Beach)
Establish connections to
existing Agency IT support
e.g. Help Desk)

1.2 1. 3 Project Management Guidelines
Project management occurs throughout the project and is a component of every task. Overall project management activities for both Contractor and the Agency are listed here for reference.

The Contractor' s project management responsibilities include the following:

Maintaining project communications with the Redondo Beach Project Manager Managing the efforts ofthe Contractor Project Team and coordinating Contractor' s activities with the Redondo Beach Project Manager
Managing the efforts of subcontractors (if any) used by Contractor in the performance of the project
Conducting monthly on- site status meeting with the Redondo Beach Project Manager Conducting weekly project review meetings with the Redondo Beach Project Manager via telephone conference calls
Responding to issues raised by the Redondo Beach Project Manager within ten ( 10) calendar days Maintaining a list of project risks
Preparing and submitting monthly status reports which include: the accomplishments of the previous month; planned activities; and any updates to the project schedule Ensuring Contractor personnel have ample time, resources, and expertise to carry out their respective tasks and responsibilities
Agency project management responsibilities include the following:

Maintaining project communications with the Contractor Client Solutions Manager Managing the efforts of Agency personnel and coordinating Agency activities with the Contractor Client Solutions Manager
Ensuring that Agency personnel have ample time, resources and expertise to carry out their respective tasks and responsibilities
Participating in status meeting with the Contractor Client Solutions Manager on a monthly basis, or as may otherwise be reasonably required, to discuss project status Participating in weekly project review meeting with the Contractor Client Solutions Manager via telephone conference calls
11 Providing responses to issues raised by the Contractor Client Solutions Manager via telephone conference calls
Providing workspace for Contractor personnel, as reasonably requested

1. 4 Statement of Work Task Fo. W
Each task identified in the SOW includes the following:

Task Description
Contractor/Agency Participants
Prerequisites
Deliverables
Contractor/Agency Responsibilities
Completion Criteria
The tasks defined in the SOW may not be listed chronologically, and the actual project implementation tasks and timelines will follow the mutually agreed to Project Schedule, unless otherwise noted.

2. INRWL PROJECT TASKS
The following tasks must occur prior to the start of the project and include the Contractor and Agency Project Teams.

2. 1 Project Kick -Off Meeting
The objective ofthis task is to ensure that all project assumptions are valid and all requirements understood prior to beginning any significant work. A meeting for project kick-offwill be held onsite after the Contract has been executed. During this meeting, the following topics will be covered:

Logistics
o Facilities tour, conducted by the Redondo Beach Project Manager o Facilities access and security requirements ( during and after normal business hours)
o Work space requirements for Contractor personnel while onsite Project Organization, Roles, and Responsibilities
t;
o Project team members and contact information
o Communication Plan
o Project overview (high level review of the SOW and its Attachments, and the Master Services Agreement and its Exhibits)
o High level review of product and project deliverables Known project risks

CONTRACTOR TEAM PARTICIPATION
Project Executive Sponsor
Project Team Representative( s)
Technical Services Team Representative(s)

AGENCY TEAM PARTICIPATION
Executive Sponsor
Redondo Beach Project Manager
All Working Group Leaders

PREREQUISITES
Contract signed
SOW distributed to relevant Project Team members

DELIVERABLES
Project kick-off meeting notes

CONTRACTOR RESPONSIBILITIES
Review the project organization, roles, and responsibilities with the Agency Conduct a project overview including a review of the SOW to answer any outstanding questions and verify all aspects of the Project approach, per the topics listed above Work with the Agency to identify and document any potential project risks Provide meeting minutes, documented risks, and action items outlining anything that may affect project schedule, resources, and/or SOW
Inform Agency of VPN requirements for project implementation and continued system maintenance

AGENCY RESPONSIBILITIES
Review the SOW and work with the Contractor to verify the project approach Provide location and logistical support for project planning meeting Provide a complete list of stakeholders, to include Working Group Leaders and Working Group POCs, and any other resources as recommended by the Agency and the Contractor Client Solutions Team

COMPLETION CRITERIA
This task is considered complete after the on- site Project Kickoff Meeting with Contractor representatives in attendance; and upon delivery of the meeting minutes to the Agency and a mutually agreeable draft schedule has been prepared for the completion of the Project Schedule Review.

2. 2 Project Schedule Review
The initial Project Schedule is Attachment A to this SOW. The Project Schedule identifies all tasks to be completed by the Contractor and the Agency during the lifecycle of the project, the responsible party for each task and the project milestones.

During this task, the Contractor and Redondo Beach Project Manager, as well as the Agency Executive Sponsors, and other Agency and/ or Contractor personnel who can assist in scheduling decisions, will meet to review the schedule. The Contractor and Agency will verify the availability of resources to complete scheduled tasks and adjust the schedule by mutual agreement to accommodate any known variations in availability. The Contractor Client Solutions Manager will update the project schedule. The Contractor will deliver a final project schedule for Agency review within seven ( 7) calendar days of completing the Project Schedule Review meeting.

The Project Schedule will be updated monthly by the Contractor, throughout the course of the Project. All changes to the schedule will be mutually agreeable. Any schedule changes that occur will be a part of the monthly Project Status Report provided by the Contractor Client Solutions Manager.

CONTRACTOR TEAM PARTICIPATION
Project Team Representative( s)

AGENCY TEAM PARTICIPATION
Executive Sponsor
Redondo Beach Project Manager

PREREQUISITES
Project Kick-off meeting

DELIVERABLES
Completed Project Schedule

CONTRACTOR RESPONSIBILITIES
Present and discuss Project Schedule
Update Project Schedule with Agency and make changes and/ or corrections that are mutually agreed

AGENCY RESPONSIBILITIES
Provide input to the Project Schedule
Commit resources to be available when required per the Project Schedule Review and approve the final Project Schedule within seven ( 7) calendar days ofsubmittal by the Contractor

COMPLETION CRITERIA
This task is considered complete upon Agency approval ofthe Project Schedule resulting from the Project Schedule Review.

2. 3

2. 4 System Hardware Review
The objective ofthis task is to ensure the Agency' s hardware and operating system server software can support the System.

As part of this task, the Contractor will facilitate a discussion with the Agency regarding the Agency' s hardware and network environment. The Agency will also need to order any hardware and system software for which it is responsible, and which is needed to establish the System' s functionality ( e. g. Zebra label printers, smartphone for mobile evidence scanner, integration servers).

CONTRACTOR TEAM PARTICIPATION
Project Team Representative( s)
Technical Services Team Representative( s)

AGENCY TEAM PARTICIPATION
Redondo Beach Project Manager
Technology Working Group Leader
Technology Working Group Representative( s)
Project Kick-off Meeting

PREREQUISITES

DELIVERABLES
Final list of hardware and/ or software required for the Agency to establish the System' s functionality

CONTRACTOR RESPONSIBILITIES
Review and validate the specific hardware and software requirements with the Agency

AGENCY RESPONSIBILITIES
Order hardware and operating software required to establish the System' s functionality

COMPLETION CRITERIA
This task is considered complete after the Contractor has reviewed and validated the hardware and software requirements, and the Agency has ordered any required System hardware and/ or software.

3. RMS IMPLEMENTATION TASKS

3. 1 Department Assessment
The Contractor will conduct an onsite Department Assessment early in the project lifecycle with stakeholders from various Agency working groups. The purpose ofthe Department Assessment is to enable the Contractor to gain an understanding of the current report -writing and records management workflows in place. Additionally, these sessions are designed to help the Contractor and Agency begin to determine the most effective and efficient use ofthe proposed solution before it is implemented.

Following the conclusion of the Department Assessment, the Contractor will develop an Implementation Plan document. This document will provide a summary of the Agency' s RMS business processes, as discussed during the Department Assessment meetings, and provide a plan for the implementation of the System. The document will also list any decisions and issues identified during the session. The Contractor will provide the Implementation Plan to the Agency for review and incorporate any Agency feedback and comments into the final version.

CONTRACTOR TEAM PARTICIPATION
Project Team Representative( s)
Technical Services Team Representative( s)

AGENCY TEAM PARTICIPATION
Redondo Beach Project Manager
All Working Group Leaders
All Working Group Representatives
Project Kick-offMeeting
Project Planning Meeting

PREREQUISITES

DELIVERABLES
On-site visit agenda
Draft Implementation Plan
Final Implementation Plan

CONTRACTOR RESPONSIBILITIES
Develop Department Assessment materials, including an agenda Conduct Department Assessments sessions
Document Department Assessment findings
Develop draft Implementation Plan
Incorporate Agency comments and deliver final Implementation Plan document

AGENCY RESPONSIBILITIES
Coordinate Department Assessment sessions with Contractor Identify Department Assessment attendees and ensure they attend the session Provide meeting room( s) for Department Assessment sessions Review and approve the Implementation Plan for completeness and accuracy

COMPLETION CRITERIA
This task is considered complete when the Agency accepts the final Mark43 Implementation Plan incorporating Agency feedback and comments.

3. 2

3. 3 Interface Control Documentation
The goal of this task is to identify products and/ or databases with which the Mark43 RMS is to be interfaced, and obtain the specific information needed to configure the interfaces and develop an Interface Control Document (ICD) for each RMS interface. The Agency will introduce the Contractor to third parties — including other vendors, state agencies, and local agencies — that control products and/ or databases with which Mark43 products are to be interfaced. The Contractor is responsible for ensuring that the third party points of contact are the appropriate source of information needed to develop the ICDs and for mutually agreeing with Third Party Providers on the operational and technical interface requirements.

The Contractor will speak with the provided points of contact, research interface requirements and gather any available documentation that can clarify data schema, protocols, and query specifications the Contractor needs to develop and test the interfaces. The Contractor will finalize the ICDs and deliver the final documents to the Agency for approval of the functional content of the ICDs. The Contractor is responsible for ensuring the technical accuracy ofthe ICDs.

CONTRACTOR TEAM PARTICIPATION
Project Team Representative( s)
Technical Services Team Representative( s)

AGENCY TEAM PARTICIPATION
Redondo Beach Project Manager
Technology Working Group Leader
Technology Working Group Representative( s)
Third Party Provider Integration Stakeholder(s)
Project Kick-off Meeting
Project Planning Meeting

PREREQUISITES

DELIVERABLES
Interface Control Documentation for the following integrations:
o Pulsium (previously HiTech) CAD
o CrossRoads
o Livescan
o COPLINK

CONTRACTOR RESPONSIBILITIES
Lead the interface requirements gathering process, tracking outstanding items requiring resolution
Convene with Agency and third party points of contact to gather information required to develop ICDs
Ensure that third party points of contacts are appropriate sources of information necessary to develop ICDs
Mutually agree with the Third Party Providers on the functional and technical interface requirements
Gather all commercially available interface data detailed schema, protocols, and query specifications, as needed
Review ICDs with Agency and incorporate feedback
Finalize ICDs for Agency review and approval of functional content

AGENCY RESPONSIBILITIES
Provide points ofcontact who are knowledgeable ofthe workflow and data requirements for each Agency hardware and software component with which the System will interface Provide or coordinate with persons who can provide Contractor with schema, protocols, and query specifications for Agency hardware and software components with which the System will interface
Introduce Contractor to a primary point ofcontact for third parties, including other vendors, state agencies, and local agencies that control products and/or databases with which the System is to be interfaced
Respond to Contractor questions and requests for information in a timely manner Enter into agreement( s) and/ or statement( s) or work with Third Party Providers outlining any responsibilities of each Third Party Provider in connection with the interfaces and agreeing to pay related costs, expenses and fees of Third Party Providers Review and approve the content ofthe final ICDs

COMPLETION CRITERIA
This task is considered complete when the Agency has reviewed and approved the content ofthe finalized ICDs.

3.4 Data Conversion Study
The Contractor will analyze legacy RMS databases that are candidates for conversion into the Mark43 RMS and produce an initial mapping of legacy RMS data fields to the corresponding fields in the Mark43 RMS database tables.

The Contractor will conduct weekly phone calls (total number of sessions to be determined) to gather information about legacy RMS database( s) that are candidates for conversion into the Mark43 RMS. During this period, the Contractor will:

Interview Agency subject matter experts
View legacy data in the current system to see where it might fit in the Mark43 RMS database
Examine documentation and sample data from the legacy system( s) At the conclusion ofthe analysis, the Contractor will produce a Data Conversion Study document that contains:

A high- level discussion outlining the conversion of legacy RMS data into the Mark43 RMS
Identification of functional areas of the legacy system that are considered good candidates for conversion and those areas that are not considered good candidates, along with reasons why the functional areas are classified as " good' or " not good" candidates for conversion
The historical time frame of the data to be converted

CONTRACTOR TEAM PARTICIPATION
Project Team Representative( s)
Technical Services Team Representative( s)

AGENCY TEAM PARTICIPATION
Project Manager
Technology Working Group Leader
Technology Working Group Representative(s)
Records Working Group Leader
Records Working Group Representative( s)
Project Planning Meeting

PREREQUISITES

DELIVERABLES
Mark43 RMS Data Conversion Study

CONTRACTOR RESPONSIBILITIES
Remotely gather information necessary to analyze legacy RMS data conversion options Product the Mark43 RMS Data Conversion Study

AGENCY RESPONSIBILITIES
Supply a subset of data to the Contractor Technical Services Team for use in the analysis and data mapping for data conversion
Ensure Working Group Representatives who understand the structure and the use of legacy RMS data are available to work with the Contractor Technical Services Team for the duration of this task
Provide additional data or scrubbed data based on feedback from the Contractor Technical Services Team, if requested

COMPLETION CRITERIA
This task is considered complete upon the Agency' s acceptance of the Mark43 RMS Data Conversion Study.

3. 5

3. 6 System configmtim
The Contractor will setup and configure:
9 Users
Roles ( user groups and associated permissions)
Offense codes
Shapefiles
The Agency will then have access to the application and can begin informal parallel processing user acceptance testing). After creation ofthe Agency tenant, the Contractor will access the application remotely for subsequent implementation tasks, including configuring components, setting up interfaces, conducting testing, and troubleshooting problems.

CONTRACTOR TEAM PARTICIPATION
Project Team Representative(s)
Technical Services Team Representative( s)
Operational Support Team Representative( s)

AGENCY TEAM PARTICIPATION
Redondo Beach Project Manager
Technology Working Group Leader
Technology Working Group Representative( s)
Records Working Group Leader
Records Working Group Representative( s)

PREREQUISITES
VPN access is available
Completion of RMS hardware delivery and installation (if applicable)

DELIVERABLES
9 Mark43 RMS tenant for Agency

CONTRACTOR RESPONSIBILITIES
Create a tenant on the Mark43 platform for Agency with configuration of users, roles, offense codes, shapefiles

ACENCV RESPONSIBILITIES
Provide IT support and personnel, as required
Provide list of all offense codes, charge codes and incident type codes to be used in Mark43 RMS in format specified by Contractor ( e. g. Excel spreadsheet) Provide list of all users and corresponding roles/user groups in format specified by Contractor
Provide shapefiles for the Agency' s geographical jurisdiction

COMPLETION CRITERIA
This task is considered complete when the Agency verifies that the tenant has been created and is accessible for parallel processing (user acceptance testing).

3. 7 Interface Development
During this task, the Contractor will develop the Mark43 RMS interfaces outlined in the Interface Control Documentation" section above. Once the interfaces have passed the Contractor' s internal testing, the interface software will be ready for implementation and testing.

CONTRACTOR TEAM PARTICIPATION
Project Team Representative(s)
Technical Services Team Representative(s)

AGENCY TEAM PARTICIPATION
Redondo Beach Project Manager
Technology Working Group Leader
Technology Working Group Representative( s)
Third Party Provider Interface Stakeholder(s)

PREREQUISITES
Agency review and approval ofthe ICDs
Operation or availability of the external system or Third Party Provider software

DELIVERABLES
Interfaces developed per the approved ICDs
Interface software deployed in the Production tenant for testing

CONTRACTOR RESPONSIBILITIES
Work with the required stakeholders to review interface requirements and design interfaces
Develop interface software
@' Er
Conduct internal interface testing, prior to deployment Implement interface software and conduct integration testing Identify to the Agency any necessary certifications, and other related issues requiring Agency provided information - at least thirty (30) calendar days prior to scheduled interface installation

AGENCY RESPONSIBILITIES
Provide subject matter expertise to Contractor, as needed Provide Contractor with any available technical documentation on third party systems and how data can be accessed ( Data dictionaries, entity relationship documents or ICDs for existing interfaces)
Provide introductions to appropriate points of contacts with Third Party Providers Provide VPN accounts to the Contractor Technical Services Team to access the network for interface development, testing and maintenance
Provide the following values to Contractor:
o IP addresses for remote databases
o Socket value for remote systems
o Operator IDs ( ORIS, terminal mnemonics, as needed by remote systems) Provide System Administrator support to the Contractor, as needed Enter into agreement( s) and/or statement( s) or work with Third Party Providers outlining any responsibilities of each Third Party Provider in connection with the interfaces and agreeing to pay related costs, expenses and fees of Third Party Providers

COMPLETION CRITERIA
This task is considered complete when each interface (as defined in the ICD) is developed and tested in accordance with the ICDs.

3. 8
Integration Testing
Once the RMS features and interfaces have been tested internally by the Contractor, the Contractor will make them available for integration and testing by the Agency. This level of testing is performed by the Contractor and Third Party Provider interface stakeholders (and assumes that the Third Party Provider will make available any testing environment). The Contractor will perform this task remotely.

CONTRACTOR TEAM PARTICIPATION
Project Team Representative( s)
Technical Services Team Representative( s)

AGENCY TEAM PARTICIPATION
Redondo Beach Project Manager
Technology Working Group Leader
Technology Working Group Representative( s)
Third Party Vendor Interface Stakeholder( s)

PREREQUISITES
Completion of Interface Development

DELIVERABLES
Test plans for each integration, as mutually agreed on by the Contractor and respective Third Party Provider
1 CONTRACTOR RESPONSIBILITIES
Deploy interfaces to the Production tenant
Conduct integration and testing activities

AGENCY RESPONSIBILITIES
Provide IT support and personnel, as required
Facilitate introductions between Contractor and Third Party Providers, and assist in obtaining technical documentation and interface points required for the respective integration
Enter into agreement( s) and/ or statement( s) or work with Third Party Providers outlining any responsibilities of each Third Party Provider in connection with the interfaces and agreeing to pay related costs, expenses and fees of Third Party Providers

COMPLETION CRITERIA
This task is considered complete when the Agency verifies that the Contractor has completed its integration and testing activities and receives notice that the Mark43 RMS is ready for functional testing.

3.9 3. 10 Functional Testing
The Agency and Contractor will conduct functional testing of the System. Agency Working Group representatives will verify the operability of each functional item in test scripts provided by the Contractor. The Contractor and the Agency will jointly document and track the results of the test as either pass or fail. The Contractor will have up to ten ( 10) business days to propose a preliminary solution and delivery estimate for any functional item that fails a test. The Agency will re -test Contractor corrections and report the findings until issues are resolved.

CONTRACTOR TEAM PARTICIPATION
Project Team Representative( s)

AGENCY TEAM PARTICIPATION
Redondo Beach Project Manager
Representatives from all Working Groups

PREREQUISITES
Creation of a tenant for Agency with configuration of users, roles, offense codes, shapefiles
Agency and Contractor mutual confirmation that the System is ready for testing

DELIVERABLES
Contractor -created test scripts to verify the operability of System features and workflows Completion of the System Functional Testing

CONTRACTOR RESPONSIBILITIES
Certify all applicable software, systems and ancillary systems as ready for System functional testing
0 Provide on- site assistance during functional testing, as needed Document and review any discrepancies identified during the functional testing process Correct any functional item that fails a test, provide a mutually acceptable workaround and/ or propose a preliminary solution and delivery estimate for any functional item that fails a test

AGENCY RESPONSIBILITIES
Execute functional testing
Track and document test results
Retest Contractor corrections and/ or mutually acceptable workaround

COMPLETION CRITERIA
This task is considered complete when the System successfully passes the functional testing, as defined in the test scripts provided by the Contractor, and the Contractor has either provided solution( s) for the failed test(s) or; the Agency has approved a Contractor -provided workaround or plan for correction.

3. 11 Policy/General Orders Review
The Contractor will assist the Agency in revising Policy/General Orders for records management and field reporting. The Contractor will provide suggestions based on RMS product expertise and feedback from Functional Testing. The Agency will ultimately be responsible for writing, disseminating and enforcing the new Policy/General Orders prior to cutover to the System.

2. CONTRACTOR TEAM PARTICIPATION
Project Team Representative( s)

AGENCY TEAM PARTICIPATION
Redondo Beach Project Manager
Executive Sponsor
All Working Group Leaders
Policy & Change Management Working Group Representative( s)

PREREQUISITES
Completion of Functional Testing
Delivery of current records management and field reporting Policy/General Orders to Contractor

DELIVERABLES
Revised Policy/General Orders for records management and field reporting with the System

CONTRACTOR RESPONSIBILITIES
Review Agency' s current Policy/General Orders for records management and field reporting and recommended language changes, where applicable, based on product expertise and Functional Testing feedback
Review draft revised Policy/General Orders from Agency for product workflow accuracy Review final revised Policy/General Orders from Agency for product workflow accuracy

AGENCY RESPONSIBILITIES
Identify appropriate points of contact for Policy/General Orders revision, review, approval
Provide Contractor current Policy/General Orders for records management and field reporting
Draft revised Policy/General Orders and provide to Contractor for review of product workflow accuracy
Finalize revised Policy/General Orders and provide to Contractor for review product workflow accuracy
G
Disseminate revised Policy/General Orders to all users prior to cutover to the System

COMPLETION CRITERIA
This task is considered complete when the Agency has finalized revised Policy/General Orders for records management and field reporting that accurately reflects System workflows, and established the dissemination/ effective date for cutover to the System.

3. 12 Product Documentation
The Contractor will deliver the deliver final technical documentation as listed under the Deliverables" section below. Documentation will be delivered in electronic copy, which will enable the Agency to distribute copies within the organization as needed to support the System.

CONTRACTOR TEAM PARTICIPATION
Project Team Representative(s)

AGENCY TEAM PARTICIPATION
Redondo Beach Project Manager

3. PREREQUISITES
Functional Testing
Interface Development and Testing

DELIVERABLES
Contractor will deliver the following product documentation in electronic format:

System Administration/ Technical Documentation:
o Application Programming Interface (API) Technical Manual o RMS Data Dictionary
User Documentation
o System User Guide( s)

CONTRACTOR RESPONSIBILITIES
Deliver the product documentation listed above
None

AGENCY RESPONSIBILITIES

COMPLETION CRITERIA
This task is considered complete upon the Agency' s acceptance of the documents listed above under the " Deliverables" section.

3. 13 Trainer Training
The Contractor will provide Train -the -Trainer courses per the Training Curriculum in Attachment B. The Training curriculum includes Train -the -Trainer courses designed to prepare Agency Trainers for end- user training and Administration courses designed to prepare Agency admin personnel to configure and support the System.

CONTRACTOR TEAM PARTICIPATION
Project Team Representative( s)
Support Team Representative( s)

AGENCY TEAM PARTICIPATION
Redondo Beach Project Manager
Designated Agency Trainers

PREREQUISITES
Completion of Functional Testing
Configuration and testing of the System
Delivery of Product Documentation

DELIVERABLES
Contractor on- site training services
Agency Trainer training course material
End user training course material

CONTRACTOR RESPONSIBILITIES
Provide System training for Agency Training staff members for all RMS features per a mutually agreed to schedule and as defined the Training Curriculum in Attachment B Provide training materials for classes

AGENCY RESPONSIBILITIES
Identify Agency Trainers from necessary Working Groups
Designate and assign personnel to receive training in groups not to exceed the class size listed in the Training Curriculum in Attachment B
Provide sufficient copies oftraining documentation to support all students in the training classes
Provide the necessary classrooms, facilities, and copies of the materials Provide one full -function workstation per student, one full -function workstation for the instructor, a projection screen, a whiteboard and connectivity to the server Ensure that appropriate Agency Trainers are available to actively participate in the entire scheduled training programs

COMPLETION CRITERIA
This task is considered complete at the conclusion of all Contractor -provided Trainer training sessions for the System as per the Training Curriculum in Attachment B.

3.14 3. 15 Cutover Plan
The Contractor and the Agency will jointly develop a Cutover Plan that details the steps necessary to move into live operations. To ensure that the move to live operations goes as smoothly as possible, the Cutover Plan will assign tasks and responsibilities to both Contractor and Agency personnel during the final month before cutover to live operations. The Plan will cover Agency staffing, movement of equipment into final locations, final production database clean out of test events, issue reporting procedures, and planned sequence of events for the cutover day.

The Contractor will provide the initial draft of the Cutover Plan to the Agency for review. The Agency will review the draft and provide feedback to the Contractor to incorporate into a final Cutover Plan.

CONTRACTOR TEAM PARTICIPATION
Project Team Representative(s)

AGENCY TEAM PARTICIPATION
Redondo Beach Project Manager
Executive Sponsor
All Working Group Leaders

PREREQUISITES
None

DELIVERABLES
Draft Cutover Plan
Final Cutover Plan

CONTRACTOR RESPONSIBILITIES
Create a draft Mark43 Cutover Plan
Work with Agency personnel to refine the Cutover Plan
Submit a final Mark43 Cutover Plan

AGENCY RESPONSIBILITIES
Review and comment on the draft Mark43 Cutover Plan
Work with Contractor personnel to refine the Cutover Plan Review and approve the final Mark43 Cutover Plan

COMPLETION CRITERIA
This task is considered complete when the Agency has reviewed and approved the final Mark43 Cutover Plan no less than thirty (30) calendar days prior to the scheduled cutover.

3. 16

3. 17 Cutover Readiness Review

3. 18
The purpose ofthis meeting between the Contractor and the Agency is to confine that all preparations for Mark43 Cutover activities have been completed. The Readiness Review verifies that the following has occurred:

Cutover Plan approval
Identification and approval of a schedule for cutover activities Identification and scheduling of Contractor and Agency resources required for go -live activities
Notification of planned system cutover to internal and external interface stakeholders supplying systems integral to go -live operations
Data conversion audit complete and approved
Policy/General Orders revisions completed, approved, and scheduled for effective date at cutover
Post -cutover Support procedures established

CONTRACTOR TEAM PARTICIPATION
Project Team Representative( s)
Technical Services Team Representative( s)
Support Team Representative(s)

AGENCY TEAM PARTICIPATION
Project Manager
Executive Sponsor
All Working Group Leaders

PREREQUISITES
Completion of all end-user training designated by the Agency as being required for " go - live"
Completion of revised Policy/General Orders

DELIVERABLES
Completion of the Readiness Review Meeting
Agency final approval for cutover to live operations on the date/time specified in the Cutover Plan

CONTRACTOR RESPONSIBILITIES
Provide specified personnel to attend Readiness Review meeting

AGENCY RESPONSIBILITIES
Provide specified personnel to attend Readiness Review meeting Provide final approval for cutover to live operations on the date/time specified in the Cutover Plan

COMPLETION CRITERIA
This task is considered complete upon conclusion ofthe Readiness Review meeting and documentation ofAgency approval to commence with Mark43 cutover.

3. 19 Cumvtt
Once the Contractor and the Agency have held the Readiness Review meeting, the Contractor will certify the System as operational and ready for cutover. The final decision for cutover to live operations ultimately rests with the Agency. Upon cutover to Mark43, Contractor personnel will assist the Agency in placing the System into production use. Contractor personnel will be on- site at least one ( 1) day prior to live operations and will provide post -cutover on-site support for three 3) days.

Agency Trainers will be scheduled to provide knowledgeable Agency support to all shifts during the first few days after cutover to live operations in conjunction with the scheduled Contractor staff.

CONTRACTOR TEAM PARTICIPATION
Project Team Representative( s)
Technical Services Team Representative(s)
Support Team Representative(s)

AGENCY TEAM PARTICIPATION
Redondo Beach Project Manager
Executive Sponsor
All Working Group Leaders

PREREQUISITES
Completion of all prior projects tasks
Completion and acceptance of the Mark43 Cutover Plan
Completion ofthe Readiness Review meeting
Completion of changes to Policy/General Orders

DELIVERABLES
Contractor on-site support services for three ( 3) days during cutover

CONTRACTOR RESPONSIBILITIES
Assist Agency staff in placing the System into a production status Monitor the initial operation ofthe System and answer any operational questions raised by the Agency
Assist end users in utilizing the System
Provide remote support following on-site cutover support

AGENCY RESPONSIBILITIES
Place the System into production and begin operational use in consultation with Contractor and in accordance with the Cutover Schedule
Provide Trainers to answer end- user questions, in conjunction with the Contractor staff Provide a detailed list of questions and issues that still require explanation or resolution by Contractor at the end of each day
Ensure new Policy/General Orders are in effect and readily available for user reference

COMPLETION CRITERIA
This task is considered complete after three ( 3) days from cutover and on- site Contractor support has ended.

ACIII CERTIFICATE OF LIABILITY INSURANCE 9/23/ 2018 71`5 A — THIS CERTIFICATE IS ISSUED AS A MATTER OF INFORMATION ONLY AND CONFERS NO RIGHTS UPON THE CERTIFICATE HOLDER. THIS CERTIFICATE DOES NOT AFFIRMATIVELY OR NEGATIVELY AMEND, EXTEND OR ALTER THE COVERAGE AFFORDED BY THE POLICIES

BELOW, THIS CERTIFICATE OF INSURANCE DOES NOT CONSTITUTE A CONTRACT BETWEEN THE ISSUING INSURERS), AUTHORIZED REPRESENTATIVE OR PRODUCER, AND THE CERTIFICATE HOLDER.

PRODUCER
e certificate holder is an ADDITIONAL INSURED, the policy(ies) must have ADDITIONAL INSURED provisions or be endorsed.

IS WANED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on 1185 Avenue of the Americas, Smw 2010
Nov York NY 10036
646-572-7300
IMNRED MaTk43 Inc.
1436381 28 East 28th Street, 12 FIT.

New York NY 10016
COVERAGES CtIIIrnIII II !, I a. uoo>"--------
THIS IB TO CERTIFY THAT THE POLICIES OF INSURANCE LISTED BELOW HAVE BEEN ISSUED TO THE INSURED NAMED ABOVE FOR THE POLICY PERIOD INDICATED. NOTWITHSTANDING ANY REQUIREMENT, TERM OR CONDITION OF ANY CONTRACT OR OTHER DOCUMENT WITH RESPECT TO WHICH THIS CERTIFICATE MAY BE ISSUED OR MAY PERTAIN, THE INSURANCE AFFORDED BY THE POLICIES DESCRIBED HEREIN IS SUBJECT TO ALL THE TERMS, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.

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15089516 SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE City of Redondo Beach THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN 415 Diamond Street ACCORDANCE WITH THE POLICY PROVISIONS.

ACORD 25 (2016103) The ACORD name and logo are registered marks of ACORD CNA
SB -146932-E31
Ed. 06/ 11)
THIS ENDORSEMENT CHANGES THE POLICY. PLEASE READ IT CAREFULLY.

BLANKET ADDITIONAL INSURED - LIABILITY EXTENSION
This endorsement modifies insurance provided under the following:

BUSINESSOWNERS LIABILITY COVERAGE FORM
Coverage afforded under this extension of coverage endorsement does not apply to any person or organization covered as an additional insured on any other endorsement now or hereafter attached to this Policy.

1. ADDITIONAL INSURED — BLANKET VENDORS
WHO IS AN INSURED is amended to include as an
additional insured any person or organization ( referred to below as vendor) with whom you agreed, because
of a written contract or agreement to provide
insurance, but only with respect to " bodily injury" or property damage" arising out of "your products" which
are distributed or sold in the regular course of the
vendor's business, subject to the following additional
exclusions:

1. The insurance afforded the vendor does not apply
to:
a. " Bodily injury" or " property damage" for which
the vendor is obligated to pay damages by
reason of the assumption of liability in a
contract or agreement. This exclusion does
not apply to liability for damages that the
vendor would have in the absence of the
contract or agreement;
b. Any express warranty unauthorized by you;
c. Any physical or chemical change in the
product made intentionally by the vendor;
d. Repackaging, except when unpacked solely
for the purpose of inspection, demonstration,
testing, or the substitution of parts under
instructions from the manufacturer, and then
repackaged in the original container;
e. Any failure to make such inspections,
adjustments, tests or servicing as the vendor
has agreed to make or normally undertakes to
make in the usual course of business, in
connection with the distribution or sale of the
products;
f. Demonstration, installation, servicing or repair
operations, except such operations performed
at the vendor's premises in connection with
the sale of the product;
g. Products which, after distribution or sale by
you, have been labeled or relabeled or used
as a container, part or ingredient of any other
thing or substance by or for the vendor; or
h. " Bodily injury" or " property damage" arising
out of the sole negligence of the vendor for its
SB -146932-E31
Ed. 06/ 11)
own acts or omission or those of its
employees or anyone else acting on its
behalf. However, this exclusion does not
apply to:
1) The exceptions contained in
Subparagraphs d. or f.; or
2) Such inspections, adjustments, tests or
servicing as the vendor has agreed to
make or normally undertakes to make in
the usual course of business, in
connection with the distribution or sale of
the products.

2. This insurance does not apply to any insured
person or organization, from whom you have
acquired such products, or any ingredient, part or
container, entering into, accompanying or
containing such products.

3. This provision 2. does not apply to any vendor
included as an insured by an endorsement issued
by us and made a part of this Policy.

4. This provision 2. does not apply if " bodily injury" or property damage" included within the " products -
completed operations hazard" is excluded either
by the provisions of the Policy or by endorsement.

2. MISCELLANEOUS ADDITIONAL INSUREDS
WHO IS AN INSURED is amended to include as an
insured any person or organization ( called additional
insured) described in paragraphs 2.a. through 2. h.
below whom you are required to add as an additional
insured on this policy under a written contract or
agreement but the written contract or agreement must
be:

1. Currently in effect or becoming effective during the term of this policy; and

2. Executed prior to the " bodily injury," " property
damage" or "personal and advertising injury," but
Only the following persons or organizations are
additional insureds under this endorsement and
coverage provided to such additional insureds is
limited as provided herein:
a. Additional Insured — Your Work

Page 1 of 5 ends

That person or organization for whom you do
work is an additional insured solely for liability
due to your negligence specifically resulting
from your work for the additional insured
which is the subject of the written contract or
written agreement. No coverage applies to
liability resulting from the sole negligence of
the additional insured.

The insurance provided to the additional
insured is limited as follows:
1) The Limits of Insurance applicable to the
additional insured are those specified in
the written contract or written agreement
or in the Declarations of this policy,
whichever is less. These Limits of
Insurance are inclusive of, and not in
addition to, the Limits of Insurance shown
in the Declarations.
2) The coverage provided to the additional
insured by this endorsement and
paragraph F.9. of the definition of "insured
contract" under Liability and Medical
Expenses Definitions do not apply to
bodily injury" or " property damage"
arising out of the " products -completed
operations hazard" unless required by the
written contract or written agreement.
3) The insurance provided to the additional
insured does not apply to " bodily injury,"
property damage," or " personal and
advertising injury" arising out of the
rendering or failure to render any
professional services.
b. State or Political Subdivisions
A state or political subdivision subject to the
following provisions:
1) This insurance applies only with respect
to the following hazards for which the
state or political subdivision has issued a
permit in connection with premises you
own, rent, or control and to which this
insurance applies:
a) The existence, maintenance, repair,
construction, erection, or removal of
advertising signs, awnings, canopies,
cellar entrances, coal holes,
driveways, manholes, marquees,
hoistaway openings, sidewalk vaults,
street banners, or decorations and
similar exposures; or
b) The construction, erection, or
removal of elevators; or
2) This insurance applies only with respect
to operations performed by you or on your
SB -146932-E31
Ed. 06/ 11)
SB -146932-E31
Ed. 06/ 11)
behalf for which the state or political
subdivision has issued a permit.

This insurance does not apply to " bodily
injury," " property damage" or " personal and
advertising injury" arising out of operations
performed for the state or municipality.
c. Controlling Interest
Any persons or organizations with a
controlling interest in you but only with respect
to their liability arising out of:
1) Their financial control of you; or
2) Premises they own, maintain or control
while you lease or occupy these
premises.

This insurance does not apply to structural
alterations, new construction and demolition
operations performed by or for such additional
insured.
d. Managers or Lessors of Premises
A manager or lessor of premises but only with
respect to liability arising out of the ownership,
maintenance or use of that specific part of the
premises leased to you and subject to the
following additional exclusions:

This insurance does not apply to:
1) Any 'occurrence" which takes place after
you cease to be a tenant in that premises;
or
2) Structural alterations, new construction or
demolition operations performed by or on
behalf of such additional insured.
e. Mortgagee, Assignee or Receiver
A mortgagee, assignee or receiver but only
with respect to their liability as mortgagee,
assignee, or receiver and arising out of the
ownership, maintenance, or use of a premises
by you.

This insurance does not apply to structural
alterations, new construction or demolition
operations performed by or for such additional
insured.
f. Owners/Other Interests — Land is Leased
An owner or other interest from whom land
has been leased by you but only with respect
to liability arising out of the ownership,
maintenance or use of that specific part of the
land leased to you and subject to the following
additional exclusions:

This insurance does not apply to:

Page 2 of 5 ends

1) Any " occurrence" which takes place after
you cease to lease that land; or
2) Structural alterations, new construction or
demolition operations performed by or on
behalf of such additional insured.
g. Co-owner of Insured Premises
A co- owner of a premises co -owned by you
and covered under this insurance but only
with respect to the co- owners liability as coowner of such premises. h. Lessor of Equipment
Any person or organization from whom you
lease equipment. Such person or organization
are insureds only with respect to their liability
arising out of the maintenance, operation or
use by you of equipment leased to you by
such person or organization. A person' s or
organization' s status as an insured under this
endorsement ends when their written contract
or agreement with you for such leased
equipment ends.

With respect to the insurance afforded these
additional insureds, the following additional
exclusions apply:

This insurance does not apply:
1) To any " occurrence" which takes place
after the equipment lease expires; or
2) To " bodily injury," " property damage" or
personal and advertising injury" arising
out of the sole negligence of such
additional insured.

Any insurance provided to an additional insured
designated under paragraphs b. through h. above
does not apply to " bodily injury" or " property
damage" included within the " products -completed
operations hazard."

3. The following is added

BUSINESSOWNERS
CONDITIONS:

H. Other Insurance
to Paragraph H. of the

COMMON POLICY

4. This insurance is excess over any other valid
and collectible insurance naming the
additional insured as an insured whether
primary, excess, contingent or on any other
basis unless a written contract or written
agreement specifically requires that this
insurance be either primary or primary and
noncontributing.

4. LEGAL LIABILITY — DAMAGE TO PREMISES
SB -146932-E31
Ed. 06/ 11)
SB -146932-E31
Ed. 06/ 11)
A. Under B. Exclusions, 1. Applicable to Business
Liability Coverage, Exclusion k. Damage To
Property, is replaced by the following:
k. Damage To Property
Property damage" to:

1. Property you own, rent or occupy,
including any costs or expenses incurred
by you, or any other person, organization
or entity, for repair, replacement,
enhancement, restoration or maintenance
of such property for any reason, including
prevention of injury to a person or
damage to another's property;

2. Premises you sell, give away or abandon,
if the " property damage" arises out of any
part of those premises;

3. Property loaned to you;

4. Personal property in the care, custody or
control of the insured;

5. That particular part of any real property
on which you or any contractors or
subcontractors working directly or
indirectly in your behalf are performing
operations, if the " property damage"
arises out of those operations; or

6. That particular part of any property that
must be restored, repaired or replaced
because " your work" was incorrectly
performed on it.

Paragraph 2 of this exclusion does not apply if
the premises are " your work" and were never
occupied, rented or held for rental by you.

Paragraphs 1, 3, and 4, of this exclusion do
not apply to " property damage" ( other than
damage by fire or explosion) to premises:
1) rented to you;
2) temporarily occupied by you with the
permission of the owner, or
3) to the contents of premises rented to you
for a period of 7 or fewer consecutive
days.

A separate limit of insurance applies to
Damage To Premises Rented To You as
described in Section D — Liability and Medical
Expenses Limits of Insurance.

Paragraphs 3, 4, 5, and 6 of this exclusion do
not apply to liability assumed under a
sidetrack agreement.

Paragraph 6 of this exclusion does not apply
to " property damage" included in the
products -completed operations hazard."

Page 3 of 5 ends

B. Under B. Exclusions, 1. Applicable to Business
Liability Coverage, the last paragraph of 2.

Exclusions is deleted and replaced by the
following:

Exclusions c, d, e, f, g, h, i, k, I, m, n, and o, do
not apply to damage by fire to premises while
rented to you or temporarily occupied by you with
permission of the owner or to the contents of
premises rented to you for a period of 7 or fewer
consecutive days. A separate limit of insurance
applies to this coverage as described in Section
D. Liability And Medical Expenses Limits Of
Insurance.

C. The first Paragraph under item 5. Damage To
Premises Rented To You Limit of Section D.

Liability And Medical Expenses Limits Of
Insurance is replaced by the following:

The most we will pay under Business Liability for
damages because of " property damage" to any
one premises, while rented to you, or temporarily
occupied by you, with the permission of the
owner, including contents of such premises rented
to you for a period of 7 or fewer consecutive days,
is the Damage to Premises Rented to You limit
shown in the Declaration.

5. Blanket Waiver of Subrogation
We waive any right of recovery we may have against:
a. Any person or organization with whom you have a
written contract that requires such a waiver.

6. Broad Knowledge of Occurrence
The following items are added to E. Businessowners
General Liability Conditions in the Businessowners
Liability Coverage Form:
e. Paragraphs a. and b. apply to you or to any
additional insured only when such ' occurrence,"
offense, claim or "suit" is known to:
1) You or any additional insured that is an
individual;
2) Any partner, if you or an additional insured is
a partnership;
3) Any manager, if you or an additional insured
is a limited liability company;
4) Any " executive officer" or insurance manager,
if you or an additional insured is a corporation;
5) Any trustee, if you or an additional insured is a
trust; or
6) Any elected or appointed official, if you or an
additional insured is a political subdivision or
public entity.

This paragraph e. applies separately to you and
any additional insured.

SB -146932-E31
Ed. 06/ 11)

7. Bodily Injury
Section F. Liability and
Definitions, item 3. " Bodily
replaced with the following:

SB -146932-E31
Ed. 06/ 11)
Medical Expenses
Injury" is deleted and
Bodily injury" means bodily injury, sickness or
disease sustained by a person, including death,
humiliation, shock, mental anguish or mental injury by
that person at any time which results as a
consequence of the bodily injury, sickness or disease.

8. Expanded Personal and Advertising Injury
Definition
a. The following is added to Section F. Liability and
Medical Expenses Definitions, item 14.

Personal and Advertising Injury, in the
Businessowners General Liability Coverage
Form:
h. Discrimination or humiliation that results in
injury to the feelings or reputation of a natural
person, but only if such discrimination or
humiliation is based solely on either disparate
impact ( as opposed to disparate treatment) or
vicarious liability, and:

1. Not done intentionally by or at the
direction of:
a. The insured; or
b. Any " executive officer," director,
stockholder, partner, member or
manager ( if you are a limited liability
company) of the insured; and

2. Not directly or indirectly related to the
employment, prospective employment,
past employment or termination of
employment of any person or person by
any insured.
b. The following is added to Exclusions, Section B.:
15) Discrimination Relating to Room, Dwelling
or Premises
Caused by discrimination directly or indirectly
related to the sale, rental, lease or sub -lease
or prospective sale, rental, lease or sub -lease
of any room, dwelling or premises by or at the
direction of any insured.
16) Fines or Penalties
Fines or penalties levied or imposed by a
governmental entity because of
discrimination.
c. This provision ( Expanded Personal and
Advertising Injury) does not apply if Personal
and Advertising Injury Liability is excluded
either by the provisions of the Policy or by
endorsement.

Page 4 of 5 ends

9. Personal and Advertising Injury Re -defined
Section F. Liability and Medical Expenses Definitions,
item 14, Personal Advertising Injury, Paragraph c. is
replaced by the following:
c. The wrongful eviction from, wrongful entry into, or
invasion of the right of private occupancy of a
SB -146932-E31
Ed. 06/ 11)
SB -146932-E31
Ed. 06/ 11)
room dwelling or premises that a person or
organization occupies committed by or on behalf
of it's owner, landlord or lessor.

Page 5 of 5 ends

Redondo Beach City CouncilSeptember 6, 2022

Redondo Beach City Council
September 6, 2022