1 AMENDMENT NO. 4 TO
SOFTWARE LICENSE AND SERVICES AGREEMENT
This Amendment No. 4 to the Software License and Services Agreement ( this “ Amendment”), is dated as of March 5, 2024, and is by and between Mark43, Inc., a Delaware corporation with offices at 250 Hudson Street, 3rd Floor, New York, NY 10013 (“ Mark43”) and the City of Redondo Beach, a chartered municipal corporation, 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, Amendment No. 2 dated as of July 13, 2021 and Amendment No. 3 dated as of September 6, 2022 ( collectively, the Existing Agreement”); and
B. WHEREAS, the Parties hereto desire to amend the Existing Agreement to update Schedule A thereto, on the terms and subject to the conditions set forth herein.
NOW, THEREFORE, in consideration of the foregoing and other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the Parties agree as follows:
1. Definitions. Capitalized terms used and 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. Section 1(a)( ii) of Schedule A of the Existing Agreement is hereby amended by adding the following new line items 8 and 9 as follows:
8. First Due Interface ( One way, Mark43 CAD to First Due RMS)
9. Custom Data Lake View Development ( for Cry Wolf interface, comprised of two days of Professional Services)
b. Section 4(a) of Schedule A of the Existing Agreement is hereby amended by adding the following new subsections ( vii) and ( viii):
vii. First Due Interface Development: $ 10,500.00 to be due within thirty 30) days of Subscriber’ s receipt of the invoice.
viii. Custom Data Lake View Development: $ 5,000.00 within thirty (30) days of Subscriber’ s receipt of the invoice.
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:
2 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, and legal counsel). 3 IN WITNESS WHEREOF, the Parties have executed this Amendment No. 4 as of the date first written above.
CITY OF REDONDO BEACH
a chartered municipal corporation
MARK43, INC.
a Delaware corporation
By:______________________________
James A. Light, Mayor
ATTEST:
Eleanor Manzano, City Clerk
APPROVED:
Diane Strickfaden, Risk Manager
APPROVED AS TO FORM:
Michael W. Webb, City Attorney
By:_____________________________
Name: __________________________
Title: ___________________________ Chief Financial Officer Steven Salberta
ANY PROPRIETOR/ PARTNER/ EXECUTIVEOFFICER/ MEMBER EXCLUDED?
INSR SUBRLTRINSDADDL
WVD
PRODUCER CONTACTNAME:
FAXPHONE(
A/C, No, Ext): A/C, No):(
E- MAILADDRESS:
INSURER A :
INSURED INSURER B :
INSURER C :
INSURER D :
INSURER E :
INSURER F :
POLICY NUMBER EXPTYPEPOLICY EFF POLICYOF INSURANCE MM/ DD/YYYY) ( MM/ DD/YYYY) LIMITS(
AUTOMOBILE LIABILITY
UMBRELLA LIAB
EXCESS LIAB
WORKERS COMPENSATIONAND EMPLOYERS' LIABILITY
DESCRIPTION OF OPERATIONS / LOCATIONS / VEHICLES ( ACORD 101, Additional Remarks Schedule, may be attached if more space is required)
AUTHORIZED REPRESENTATIVE
EACH OCCURRENCE $
RENTEDCLAIMS- DAMAGE TO MADE OCCUR $ PREMISES ( Ea occurrence) MED EXP ( Any one person)$
PERSONAL & ADV INJURY $
GEN' L AGGREGATE LIMIT APPLIES PER: GENERAL AGGREGATE $
PRO- POLICY AGGJECT LOC PRODUCTS - COMP/ OP
OTHER:$
COMBINED SINGLE LIMIT $(
Ea accident)
ANY AUTO BODILY INJURY ( Per person) $
OWNED SCHEDULED
AUTOS ONLY AUTOS BODILY INJURY ( Per accident) $
HIRED NON- OWNED PROPERTY DAMAGE $
AUTOS ONLY AUTOS ONLY ( Per accident)
OCCUR EACH OCCURRENCE
CLAIMS- MADE AGGREGATE $
DED RETENTION $
PER OTHSTATUTE ER
E.L. EACH ACCIDENT
E.L. DISEASE - EA EMPLOYEE $
If yes, describe under
LIMITDESCRIPTION OF OPERATIONS below E.L. DISEASE - POLICY INSURER( S) AFFORDING COVERAGE NAIC #
COMMERCIAL GENERAL LIABILITY
Y / N
N / A
Mandatory in NH)
SHOULD ANY OF THE ABOVE DESCRIBED POLICIES BE CANCELLED BEFORE
THE EXPIRATION DATE THEREOF, NOTICE WILL BE DELIVERED IN ACCORDANCE WITH THE POLICY PROVISIONS.
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, EXCLUSIONS AND CONDITIONS OF SUCH POLICIES. LIMITS SHOWN MAY HAVE BEEN REDUCED BY PAID CLAIMS.
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 policy( ies) must have ADDITIONAL INSURED provisions or be endorsed.
If SUBROGATION IS WAIVED, subject to the terms and conditions of the policy, certain policies may require an endorsement. A statement on this certificate does not confer rights to the certificate holder in lieu of such endorsement( s).
COVERAGES CERTIFICATE NUMBER: REVISION NUMBER:
CERTIFICATE HOLDER CANCELLATION
ACORD 25 ( 2016/ 03) 1988- 2015 ACORD CORPORATION. All rights reserved.
CERTIFICATE OF LIABILITY INSURANCE DATE ( MM/ DD/ YYYY) The ACORD name and logo are registered marks of ACORD
1/30/2024
516) 327-2700
25666
Mark43, Inc.
250 Hudson Street, 3rd Floor
New York, NY 10013
25623
25658
25615
A 1,000, 000
630- 5W332847 3/27/2023 3/27/2024 1,000, 000
10, 000
1,000, 000
2,000, 000
2,000, 000
000B1,000,
BA-5W334576 3/27/2023 3/27/2024
000C10, 000,
CUP-5W344778 3/27/2023 3/27/2024 10, 000, 000
10,000
D
000N1, UB5W335106 3/27/2023 3/27/2024 1,000,000, 000
1,000, 000
Evidence of Insurance
City of Redondo Beach, CA
415 Diamond Street
Redondo Beach, CA 90277
MARKINC- 04 MEGHANDONLON
NFP Property & Casualty Services, Inc.
45 Executive Drive
Plainview, NY 11803
Travelers Indemnity Company of America
The Phoenix Insurance Company
Travelers Indemnity Company
The Charter Oak Fire Insurance Company
X
X
X
X
X X
X
X
X