R24-108 RESOLUTION NO. R24-108
2
3 A RESOLUTION OF THE CITY COMMISSION OF THE CITY OF BOYNTON
4 BEACH, FLORIDA, APPROVING AMENDMENT NO. 1 TO THE SOFTWARE
5 LICENSE AND SERVICES AGREEMENT WITH MARK43, INC., FOR A
6 MIGRATION OF THE MOTOROLA PREMIERONE DATA INTO THE MARK43
7 DATABASE; AND PROVIDING AN EFFECTIVE DATE; AND FOR ALL OTHER
8 PURPOSES.
9
10 WHEREAS, on March 9, 2023, the City Commission approved Resolution No. R23-031
11 approving an End User License Agreement including Addendum and procured from Mark43, Inc.
12 their hosted SaaS Services for Computer Aided Dispatch (CAD) and Records Management System
13 (RMS) for a total cost of $2,051,217.99; and
14 WHEREAS, the City and Mark43, Inc., entered into a Software License and Services
15 Agreement dated March 10, 2023; and
16 WHEREAS, the parties desire to amend the Software License and Services Agreement to
17 provide for a migration of the Motorola PremierOne data, into the Mark43 database. The
18 migration will begin the process of creating a single source of crime data within the Mark43
19 platform. In addition to data migration, the proposed Amendment provides for licensing for the
20 Mark43 OnScene mobile application,which allows for data collection that can be imported directly
21 into incident reports that will assist with more accurate and timely crime reporting; and
22 WHEREAS, the City Commission, upon recommendation of staff, has deemed it to be in
23 the best interests of the citizens and residents of the City to approve the First Amendment to the
24 Software License and Services Agreement with Mark43, Inc., for migration of the Motorola
25 PremierOne data, into the Mark43 database.
26
27 NOW, THEREFORE, BE IT RESOLVED BY THE CITY COMMISSION OF THE CITY OF BOYNTON
28 BEACH, FLORIDA, THAT:
29 SECTION 1. The foregoing "Whereas" clauses are hereby ratified and confirmed as
30 being true and correct and are hereby made a specific part of this Resolution upon adoption.
31 SECTION 2. The City Commission of the City of Boynton Beach, Florida, does hereby
32 approves a First Amendment, between Mark43, Inc., and the City for the additional services, in
33 form and substance similar to that attached as "Exhibit A".
34 SECTION 3. The City Commission of the City of Boynton Beach, Florida, hereby
35 authorizes the City Manager to execute the Amendment and such other related documents as
36 may be necessary to accomplish the purpose of this Resolution.
37 SECTION 4. One fully-executed original of the Amendment shall be retained by the City
38 Clerk as a public record of the City. A copy of the fully-executed Amendment shall be provided
39 to Daniel Cline and Kris Pinto to forward to Mark43, Inc.
40 SECTION 5. This Resolution shall take effect in accordance with law.
41 [Signatures on the following page]
42 PASSED AND ADOPTED this 7th day of May 2024.
43 CITY OF BOYNTON BEACH, FLORIDA
44 YE-. NO
45 Mayor-Ty Penserga
46
47 Vice Mayor-Aimee Kelley
484. /
49 Commissioner-Angela Cruz
50
51 Commissioner-Woodrow L. Hay ✓
52
53 Commissioner-Thomas Turkin
54
55 VOTE c-o
56 ATTEST:
57
58 not./ 1 ���A%.14 `� -
59. -Maylee De J= us, MPA, Mi41C Ty --%
60 City Clerk Mayo
61
62 APPROVED AS TO FORM:
63 (Corporate Seal)
64
65 -
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661,4/4 J. oVnii
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RPO,4••.•�'� Shawna G. Lamb
67 %V (�� T�•��y'�� City Attorney
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5 ;INCORPORATED: i
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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 rp 11,
2024, and is by and between Mark43, Inc., with a place of business at 250 Hudson Street, New York, NY 10013
("Mark43") and the City of Boynton Beach, with a place of business at 100 E Ocean Ave, Boynton Beach, FL 33435
("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
March 10, 2023 (the"Existing Agreement"); and
B. WHEREAS, the Parties hereto desire to amend the Existing Agreement to make certain adjustments to the
Services being delivered 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. The Order Form set forth on Schedule E to the Existing Agreement is hereby deleted in its entirety
and replaced with the Order Form attached as Exhibit A hereto.
b. The Interfaces and Data Access section of the Statement of Work is hereby deleted in its entirety
and replaced with the Interfaces and Data Access section set forth on Exhibit B attached hereto.
c. Additional Terms. The following new sections 11.19 and 11.20 are added to the Existing Agreement:
11.19 Public Entity Crime Act. Mark43 represents that it is familiar with the
requirements and prohibitions under the Public Entity Crime Act,
Section 287.133, Florida Statutes, and represents that its entry into
this Agreement will not violate that Act. Mark43 further represents that
there has been no determination that it committed a "public entity
crime"as defined by Section 287.133, Florida Statutes,and that it has
not been formally charged with committing an act defined as a"public
entity crime" regardless of the amount of money involved or whether
Mark43 has been placed on the convicted vendor list.
11.20 Entities of Foreign Concern. Mark43 represents and certifies: (i)
Mark43 is not owned by the government of a foreign country of
concern; (ii)the government of a foreign country of concern does not
have a controlling interest in Mark43; and(iii)Mark43 is not organized
under the laws of and does not have its principal place of business in,
a foreign country of concern. On or before the Amendment Effective
Date, Mark43 and any subcontractor that will have access to personal
identifying information shall submit to Subscriber executed affidavit(s)
under penalty of perjury, in a form approved by Subscriber attesting
that the entity does not meet any of the criteria in Section 287.138(2),
Florida Statutes. Compliance with the requirements of this section is
included in the requirements of a proper invoice. Terms used in this
section that are not otherwise defined in this Agreement shall have
the meanings ascribed to such terms in Section 287.138, Florida
Statutes.
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
1
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 Agreement will be governed by the internal laws of the state in which Subscriber is
geographically located, and any disputes between the parties may be resolved in a state or federal
court of competent jurisdiction within such state.
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. The Existing Agreement as modified by 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).
2
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IN WITNESS WHEREOF,the Parties have executed this Amendment No. 1 as of the date first written above.
Mark43,11Inc.
Byt56.Ye t Lizzat, 1
Name: Steve Salberta
Title: CFO
City of Boynton Beach
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By I %i'o
in
Name: ,.i
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: SEAL
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INCORPORATED; i
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111 ••••....••••P _ %
`" FLOR\�
\ ..""`' CITY ATT RNEY'S OFFICE
Approv orm Iegal ty
By:
Stacey R.Weinger,
Deputy City Attorney
3
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EXHIBIT A
SCHEDULE E
Order Form
1. Services. The Services covered by this Agreement consist of the following:
SaaS Services with respect to the following Applications: Computer Aided Dispatch including OnScene for CAD
(CAD); Records Management System, including Case Management, Property and Evidence, and OnScene for
RMS (RMS); and Analytics.
Professional Services as detailed in the Statement of Work.
2. Subcontractors. CommSys, Inc., LiftShift LLC
3. Initial Term. The Initial Term is the period commencing on the Effective Date and ending on October 2, 2028.
4. Renewal Terms. Any Renewal Terms shall be for a period of one(1)year.
5. Fees. For the Initial Term,the following Fees will apply:
Recurring Fees:
Mark43 SaaS Services Recurring
Fees Qty(if applicable) List Price Price to Subscriber
DLK 1: Data Lake- Base Not to Exceed 1 instance $10,000.00 $10,000.00
ANA 1:Analytics BI Suite
Viewer Not to Exceed 10 licenses $1,350.00 $1,350.00
ANA 2: Analytics BI Suite
Explorer Not to Exceed 5 licenses $2,400.00 $2,372.00
Not to Exceed 162 total
RMS 1: RMS Core sworn $145,800.00 $109,350.00
RMS 2: RMS Case Not to Exceed 162 total
Management Module sworn $46,980.00 $32,886.00
RMS 3: RMS Property and Not to Exceed 162 total
Evidence Management Module sworn $64,800.00 $48,600.00
CAD 1: CAD Dispatcher/Call- Not to Exceed 22 call-
Taker takers/dispatcher(s) $79,200.00 $55,440.00
Not to Exceed 162 total
CAD 2: LE First Responder sworn $97,200.00 $52,002.00
CAD 3: Fire First Responder—
to be utilized via OnScene Not to Exceed 164
Mobile application responder(s) $98,400.00 $24,600.00
MOB-1-CAD: OnScene Mobile Not to Exceed 170 total
Application for CAD sworn $77,660.00 $29,500.00
MOB-1-RMS: OnScene Mobile Not to Exceed 170 total
Application for RMS sworn $77,660.00 $29,500.00
Initial Term Incentive: OnScene
Fee Reduction Initial Term Only NA ($24,000.00)
4
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Subtotal-Mark43 SaaS Services $701,450.00 $371,600.00
Mark43 Professional Services
Recurring Fees Qty(if applicable) List Price Price to Subscriber
Support& Maintenance-
Interfaces Included $0.00 $0.00
Success Package -Bronze Included $5,000.00 $0.00
ubtotal-Mark43Professional Servic
Partner Professional Services
Recurring Fees Qty(if applicable) List Price Price to Subscriber
Site License, not to
PAR 6: ConnectClC State Only exceed 162 total sworn $5,577.00 $5,577.00
Initial Term Recurring Fees $712,027.00 $377,177.00
*For the avoidance of doubt, $399,827.00 is the recurring fee that will serve as the baseline for the recurring fees
to be charged during any Renewal Term. Additional increases may be applied at any time during the Initial Term
if required quantities increase. Mark43 will notify Subscriber of any changes to the fees for any Renewal Term at
least forty-five (45)days prior to the start of the Renewal Term.
One-Time Fees:
Qty(if Price to
Mark43 Professional Services—One-Time Fees applicable) List Price Subscriber
Implementation Tenant: provisioning environments
for configuration, testing, and training during the
implementation period N/A $336,600.00 $336,600.00
IMP-CORE-RMS-1: RMS Core 1 Implementation 1 $54,600.00 $46,410.00
IMP-CORE-RMS-1: CAD Core 1 Implementation 1 $54,600.00 $46,410.00
IMPL-ADD-RMS 1P: Implementation Services for 1 $50,000.00 $50,000.00
Reports Writing Module
IMPL-ADD-CAD 1: Implementation Services for 1 $40,000.00 $24,000.00
CAD Fire/EMS
IMPL-ADD-RMS 2S: Implementation Services for 1 $6,000.00 $5,250.00
Case Management Module
IMPL-ADD-RMS 3P: Implementation Services for 1 $10,000.00 $7,500.00
Evidence Module
Additional Services: Go-Live Support(T&M) 12 days $24,000.00 $19,200.00
TRN 0: Mark43 Training Credits 3 weeks (80 $44,000.00 $35,200.00
credits)
PAR: CommSys Implementation 1 $1,040.00 $1,040.00
Level 0 Interface Development 6 interfaces $0.00 $0.00
Level 1 Interface Development 1 interface $7,000.00 $4,375.00
5
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Level 2 Interface Development 3 interfaces $30,000.00 $22,375.00
DCM-EST-EVD: Evidence Migration (completed) 1 source $160,000.00 $29,000.00
Custom Migration: Master Names Index 1 source $40,000.00 $0.00
(completed)
LiftShift Migration 1 source $65,000.00 $56,000.00
Total One-Time Fees $922,840.00 $683,360.00
6. Payment Schedule.
a. Initial Term: Subscriber will pay the Fees detailed in Section 5 above according to the following schedule
during the Initial Term.
Details of Payments and Due Dates Amount Due
Payment due according to the following schedule: $631,217.99
-Effective Date $300,000.00
-Due on October 3, 2023 $216,924.00
-Cutover/Go-Live $114,293.99
Payment due on the Amendment No. 1 Amendment Effective Date $102,500.00
Payment due on October 3, 2024. $365,000.00
Payment due on October 3, 2025. $365,000.00
Payment due on October 3, 2026. $365,000.00
Payment due on October 3, 2027. $365,000.00
Payment due on October 2, 2028. $100,000.00
TOTAL PAYMENTS OVER INITIAL TERM $2,293,717.991
b. Renewal Term: Fees for any Renewal Term will be paid in full in advance on the first day of the Renewal
Term.
The Fees due pursuant to this Payment Schedule include a special offer in the value of$86,938.51 in waived
Recurring Fees, applied during the Initial Term.
6
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EXHIBIT B
Interfaces and Data Access
Outcome: Interfaces Setup
Description
Mark43 and Subscriber will perform the tasks required to design, develop, optimize, test and integrate the Mark43
Applications with third party systems listed below. Each interface will require its own Interface Scope Document once
the project begins.
Interface Name Report Typed or Direction High Level Overview
Products Involved
IA Pro RMS Outbound IAPro will pull from the Mark43 API and
pull RMS report data into the IAPro
application
Axon RMS Inbound/Bi- Inbound video hyperlinks from Axon to
Directional Mark43 RMS(Linking)
Bi-Directional (Tagging)
LexisNexis Accurint RMS Outbound Queries Mark43 Data Lake for data
sharing with external agencies
TraCS RMS Inbound Citation and crash reporting data from
TraCS to Mark43 RMS
TrackStar AVL CAD Inbound TrackStar AVL(GPS)data to Mark43
CAD
ANI/ALI CAD Inbound 911 ANI/ALI data to Mark43 CAD
Fireworks CAD Outbound Mark43 CAD to Fireworks Fire RMS
Powerphone CAD Inbound Powerphone EMD data to Mark43 CAD
Command Central RMS Outbound Mark43 RMS data to Command Central
CopLogic RMS Inbound CopLogic data to Mark43 RMS
Outcome: Data Access
Description
Mark43 and Subscriber will perform the tasks required to access certain data from the legacy systems listed below.
Data Access Type Legacy System
DCM-EST-EVD: Evidence Migration . QUETEL
Custom Migration: Master Names Index Motorola P1 CAD
LiftShift Migration Motorola P1 CAD
7
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e Dropbox Audit trail
Title Mark43/Boynton Beach Amendment No. 1
File name 2024.04.12_Mark43...nal=_Clean_.docx
Document ID 147a9e051b1d46eed46d8f4d088c231b75322f1c
Audit trail date format MM / DD/YYYY
Status Signed
Document History
04/09/2024 Sent for signature to Steve Salberta
SENT 16:08:02 UTC (steve.salberta@mark43.com)from legal@mark43.com
IP: 136.226.18.173
00 04/09/2024 Viewed by Steve Salberta (steve.salberta@mark43.com)
VIEWED 18:29:10 UTC IP: 136.226.18.85
Cc) 04/ 17/2024 A new document has been created based off of an existing
SENT 14:12:48 UTC document with ID 147a9e051b1d46eed46d8f4d088c231b75322f1c
IP: 136.226.18.173
04/ 17 /2024 Edited by Shira Saiger (legal@mark43.com)
EDITED 14:12:48 UTC IP: 136.226.18.173
CJ 04/ 17/2024 Signature request resent by Shira Saiger (legal@mark43.com)
RESENT 14:12:48 UTC IP: 136.226.18.173
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Title Mark43/Boynton Beach Amendment No. 1
File name 2024.04.12 Mark43...nal - Clean .docx
Document ID 147a9e051 b1 d46eed46d8f4d088c231 b75322f1 c
Audit trail date format MM / DD /YYYY
Status Signed
Document History
04/ 17/2024 Signed by Steve Salberta (steve.salberta@mark43.com)
SIGNED 18:16:33 UTC IP: 136.226.18.219
G 04/ 17/2024 The document has been completed.
COMPLETED 18:16:33 UTC
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