HomeMy WebLinkAboutAmendment No. 1 to Software License and Services Agreement.pdf 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
September 25,2019,and is by and between Mark43,Inc.,with offices at 250 Hudson Street,3rd Floor,New York,
NY 10013 ("Mark43")and the County of Fresno,a political subdivision of the State of California("Subscriber",and
together with Mark43,the"Parties."and each,a"EA!jf").
A. WHEREAS,the Parties have entered into that certain Software License and Services Agreement,dated as
of November 14,2017 and the Addendum thereto(the"Existing Agreement"); and
B. WHEREAS,the Parties hereto desire to amend the Existing Agreement to add additional Authorized Users
and update the Base Fees in connection therewith,as well as provide for related implementation services,
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 4(A)of Schedule A of the Existing Agreement is hereby amended by deleting it in its entirety
and substituting the following:
Base Fees.Implementation Fees and Annual Fees(for each Regular Usage Period)shall be as follows:
District
Attorney's Office
Year Period CAD RMS Prior Total Authorized Users Revised Total
1
(includes Implementation
and first Regular Usage 11/14/17 -
Period beginning 9/1/18) 8/31/19 $742,024.75 $457,975.25 $1,200,000.00 N/A $1,200,000.00
9/1/19 -
2 8/31/20 $742,024.75 $457,975,25 $1,200,000.00 $39,900.00 $1,239,900.00
9/l/20 -
3 8/31/21 $742,024.75 $457,975.25 $1,200,000.00 $39,900.00 $1,239,900.00
9/1/21 -
4 9/31/22 $742,024.75 $457,975.25 $1,200,000.00 $39,900.00 $1,239,900.00
9/l/22 -
5 8/31/23 $742,024.75 $457,975.25 $1,200,000.00 $39,900.00 $1,239,900.00
9/l/23 -
6 8/31/24 $779,125.99 $480,874.01 $1,260,000.00 $39,900.00 $1,299,900.00
9/l/24 -
7 8/31/25 $818,082.29 $504,917.71 $1,323,000.00 $39,900.00 $1,362,900.00
9/l/25 -
8 8/31/26 $858,986.41 $530,163.59 $1,389,150.00 $39,900.00 $1,429,050.00
Total Base Fees $9,972,150.00 $279,300.00 $10,251,450.00
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The following are the milestone payments for the Implementation Fees owed to Mark43 for implementation
services to be provided with respect to the addition of District Attorney's Office Authorized Users,to be invoiced
upon completion of each milestone.
• Milestone I —Amendment Effective Date=$12,165
• Milestone 2-Project Kickoff=$8,110
• Milestone 3-Tenant Provisioning=$8,110
• Milestone 4-Cutover/Go-Live=$12,165
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.
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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).
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IN WITNESS WHEREOF,the Parties have executed this Amendment as of the date first written above.
rk Inc.
By
Name: S40i
Title: ;
County of Fresno
By
Name:
Title:
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