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INSURANCE NOT ON FILE A-2017-151-01 WORK MAY ii2 PROCEED CLERK OF COUNCIL VP RATE: FEB 12 2010 D ` j ? 1) 1:. ) FIRST AMENDED AGREEMENT TO THE 4,to /�lw r t�G r MASTER SOFTWARE LICENSE AND SERVICES AGREEMENT (MSLSA) This First Amended Agreement to the Master Software License and Services Agreement (First Amended Agreement") is made and entered into on November 21, 2017 ("Effective Date") between Miller Mendel, Inc., a Washington corporation with an address at 1425 Broadway, #430, Seattle, WA 98122 ("MMI"), and the City of Santa Ana, by and through the Santa Ana Police Department, with an address at 60 Civic Center Plaza, Santa Ana, CA 92701 ("Client"). MMI and Client may each be referred to individually as a "Party" or collectively as the "Parties," RECITALS A. The parties entered into Agreement #A-2017.151, with an Effective Date of June 21, 2017 ("Agreement"), by which MMI agreed to license its eSOPH System to the Client in accordance with the Terms and Conditions of the Agreement. H. MMI has since added an additional service option to the eSOPH System to allow the California Commission on Police Officer Standards and Training ("POST"), access to Client's eSOPH System for the ease of conducting their audits. C. Client has requested the new eSOPH feature be activated within their eSOPH System. For MMI to activate the feature and for Client to be permitted to use the feature, Client and MMI must agree to modified and/or additional Terms and Conditions between the Parties. Now, therefore, in consideration of the mutual and respective promises, and subject to the terms and conditions of said Agreement, except as herein modified or added, the parties agree the following Terms and Conditions are incorporated by reference into the Agreement: IA "Authorized User" means any user, excluding Applicant(s), who accesses the eSOPH System on behalf of Client and meets the criteria set forth in Section 2.2 (Authorized User Designation). For Clients within California and participating in the California Commission on Police Officer Standards and Training ("POST"), "Authorized User(sy' also includes Authorized Users from POST. 2.2 Authorized User Designation, Client shall designate all current Primary Administrative Users -W�T of the eSOPH System in accordance with Section 2.6 (Primary Administrative Users). A current Primary Administrative User may grant access to additional Authorized Users. Client shall ensure its Authorized Users' compliance with the terms of this Agreement, and Client assumes and accepts all responsibility and all liability for each of Client's Authorized Users, and any user whom the Client, or Client's Authorized Users, grants eSOPH System access, including all their acts or omissions while accessing and using the eSOPH System and/or any information obtained through such access and use. 2.2.1 outside Agency Access. At Client's written request, MMI may grant system access for designated external auditor(s)or reviewing entities ("Outside Agency"), The access will allow the Outside Agency to access certain eSOPH Client Data within the specific Client's eSOPH system. Such requests are subject to MMI's approval of the Outside Agency. MMI reserves the right to decline such requests at its sole discretion. Page 1 of 2 First Amended Agreement to the MSLSA Effective November 1, 2017