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HomeMy WebLinkAbout2022-05-10; City Council; Resolution 2022-106RESOLUTION NO. 2022-106 A RESOLUTION OF THE CITY COUNCIL OF THE CITY OF CARLSBAD, CALIFORNIA, APPROVING AND APPROPRIATING FUNDING FOR AN AGREEMENT WITH VIGILANT SOLUTIONS FOR THE REPLACEMENT OF EXISTING LICENSE PLATE READERS AND EXPANSION OF THE LICENSE PLATE READER PROGRAM IN AN AMOUNT NOT TO EXCEED $1,469,374 Exhibit 2 WHEREAS, the City Council of the City of Carlsbad, California has determined that it is in the best interest of the city to replace the Police Department's existing license plate readers and expand the license plate reader program by purchasing an additional 43 fixed cameras; and WHEREAS, the City of Carlsbad currently has 85 fixed license plate reader cameras at various intersections in the city and 24 mobile license plate reader cameras affixed to six marked patrol vehicles; and WHEREAS, the current license plate reader equipment has reached the end of its life expectancy of five years, its warranty is expiring, and the equipment needs to be replaced; and WHEREAS, the new quote for $1,469,374 includes the renewal of the five-year warranty and hosting fees for the 51 fixed cameras and 24 mobile cameras, installation of the 24 mobile cameras, renewal of the warranty and hosting fees for the 34 fixed cameras at a prorated discount, since there is one year remaining on the existing contract for those cameras, and an additional 43 license plate reader cameras, including warranty and hardware. Upon execution of the new contract, all 128 cameras will be on the same five-year warranty and software hosting plan; and WHEREAS, the cost of the contract and purchase does not include installation of the fixed license plate reader cameras, and the Police Department will be returning to City Council at a later date to request funding after a bid has been awarded; and WHEREAS, the cost to install 128 fixed license plate reader cameras is estimated to be $200,000 and City Council's approval is needed for the plans and specification for the installation of the fixed cameras under Municipal Code Section 3.28.080(E); and WHEREAS, there is an additional cost for new Verizon cellular air-cards, which are required to interconnect the cameras at the new locations. The yearly amount for this is $10,078, which includes 21 air-cards at a monthly cost of $39.99 per card; and WHEREAS, the funding for the agreement and purchase in the amount of $1,469,374 is being requested from the city's General Fund unassigned reserve fund balance; and WHEREAS, the Carlsbad Municipal Code, or CMC, allows for the awarding authority, in this case the City Council, to exempt certain purchases of goods and services from the procurement provisions of CMC Chapter 3.28; and WHEREAS, CMC Section 3.28.llO(C) allows for an exemption from the procurement requirements if items are required to be matching or compatible with other goods purchased by the city, and CMC Section 3.28.110 (N) allows for an exemption if it is in the best interest of the city; and WHEREAS, the city's Purchasing Officer supports requesting an exemption from the procurement requirements of Chapter 3.28 ofthe CMC pursuant to CMC 3.28.ll0(C) and 3.28.ll0(N). NOW, THEREFORE, BE IT RESOLVED by the City Council of the City of Carlsbad, California, as follows: 1. That the above recitations are true and correct. 2. That the City Manager is hereby authorized to execute the agreement with Vigilant Solutions for the replacement of existing license plate reader cameras and expansion of the license plate reader program (Attachment A) and the enterprise service agreement (Attachment B) in an amount not to exceed $1,469,374. 3. That these agreements are exempted from the procurement provisions of Carlsbad Municipal Code Chapter 3.28, pursuant to Section 3.28.110, subsections (C) and (N). 4. That the Deputy City Manager, Administrative Services, is authorized to appropriate $1,469,374 to the Police Department operating budget from the General Fund unassigned fund balance. 5. That City Council authorizes the City Clerk's Office to publicly advertise the bid for the installation of the 128 fixed license plate readers. PASSED, APPROVED AND ADOPTED at a Regular Meeting of the City Council of the City of Carlsbad on the 10th day of May, 2022, by the following vote, to wit: AYES: NAYS: ABSENT: Hall, Blackburn, Bhat-Patel, Norby. None. Acosta. MATT HALL, Mayor ~ FAVIOLA MEDINA, City Clerk Services Manager (SEAL) Quote for: Carlsbad Police Department Attn: Cindy Anderson Reference: LPR Project, 5 Years (Discount) Quote By: Daniel Ramsden Date: 04-17-22 May 10, 2022 Item #10 Page 20 of 128 Attachment A '/ VIGIi I\NT V SOLUT I ONS '/ VIGIi I\NT V SOLUTIONS Page 1 of 3 Vigilant Solutions, LLC 1152 Stealth Street Livermore, California 94551 (P) 925-398-2079 (F) 925-398-2113 Issued To: Carlsbad Police Department - Attention: Cindy Anderson Date: 04-17-22 Project Name: LPR Project, 5 Years (Discount) Quote ID: DAR-1490-13 PROJECT QUOTATION We at Vigilant Solutions, LLC are pleased to quote the following systems for the above referenced project: Qty Item # Description (5) VS-IDP-02 Investigative Data Platform - Annual Subscription for 101 to 200 Sworn - State and Local ● Commercial LPR Data access - For 101 to 200 Sworn o Access to all Vigilant commercially acquired national vehicle location data o Unlimited use by authorized agency personnel to complete suite of LEARN data analytics o Includes full use of hosted/managed LPR server account via LEARN ● FaceSearch with Vigilant Image Gallery Access For 101 to 200 Sworn o Access to all agency/shared images and Vigilant Image Gallery o Unlimited use by authorized agency personnel to all FaceSearch tools o Image gallery of up to 20,000 images (128) VSF-025-L5F L5F Fixed LPR Camera with Sun Shield - 25mm Lens with Camera Cable ● Dual-lens camera with infrared LEDs for plate illumination ● 55ft - 85ft capture distance and up to 2 lane coverage ● Internal trigger for capture of plate alphanumerics, vehicle make and model ● Camera housing with included sunshield is IP67 rated for reliable use in varied weather conditions ● 60' camera cable included ● Includes CarDetector LPR software for local server hosting ● LPR vehicle license plate scanning / real time alerting o Full suite of LPR tools including data analytics (61) BCAV1F2-C600 Vigilant Fixed Camera Communications Box ● Manages power and communications for up to four (4) Vigilant fixed LPR cameras ● Includes modem for communication with cellular carriers o SIM Card not included (128) VS-FX-UNI-POLE- WALL-BRKT_REV_B Fixed LPR Camera Bracket ● Pole or Wall Mount - UPR ARM ASSY POLE & WALL MOUNT BLK REV B ● UPR ARM ASSY POLE & WALL MOUNT BLK (6) Mobile LPR SYS-1 CDM-4-2234L5M Mobile LPR 4-Camera L5M High-Definition System Hardware: ● Qty=2 8mm lens package May 10, 2022 Item #10 Page 21 of 128 V '(~qi~¼~T G MOTOROLA SOL UTIONS Page 2 of 3 ●Qty=1 12mm lens package ●Qty=1 16mm lens package ●VLP-5200 Processing Unit ●Wiring harness w/ ignition control (Direct to Battery) o Single point power connection ●Field installed GPS antenna Software: ●CarDetector Mobile LPR software application for MDC unit o LPR vehicle license plate scanning / real time alerting o Full suite of LPR tools including video tool set (6)VS-LBB-02-E LPR Camera Mounting Brackets - Light Bar Mounting Style - Complete Set ●LPR Camera Mounting Bracket - Rooftop under light bar ●Compatible with most Whelen, Code3, TOMAR, Federal Signal, Arjent S2 Light Bars ●Mounts up to four (4) LPR cameras (5)VSBSCSVC-04 Vigilant LPR Basic Service Package for Hosted/Managed LPR Deployments ●Managed/hosted server account services by Vigilant o Includes access to all LEARN or Client Portal and CarDetector software updates ●Priced per camera per year for over 60 total camera units ●Requires new/existing Enterprise Service Agreement (ESA) (128)CDFS-4HWW Fixed Camera LPR System - Extended Hardware Warranty - Year 2 through 5 ●Fixed LPR System LPR hardware component replacement warranty ●Applies to 1-Channel hardware system kit ●Valid for 4 years from standard warranty expiration (6)CDMS44HWW 4-Camera Mobile LPR System - Extended Hardware Warranty - Years 2 through 5 ●Full mobile LPR hardware component replacement warranty ●Applies to 4-Camera hardware system kit ●Valid for 4 years from standard warranty expiration (134)SSU-SYS-COM Vigilant System Start Up & Commissioning of 'In Field' LPR system ●Vigilant technician to visit customer site ●Includes system start up, configuration and commissioning of LPR system ●Includes CDM/CDF Training ●Applies to mobile (1 System) and fixed (1 Camera) LPR systems (1)VS-TRVL-01 Vigilant Travel via Client Site Visit ●Vigilant certified technician to visit client site ●Includes all travel costs for onsite support services (128)VS-SHP-02 Vigilant Shipping Charges - Fixed or Comms ●Applies to each fixed camera LPR System ●Or Communication Box Purchased without LPR System ●Shipping Method is FOB Shipping (6)VS-SHP-01 Vigilant Shipping Charges - Mobile ●Applies to each Mobile LPR SystemMay 10, 2022 Item #10 Page 22 of 128 DocuSign Envelope ID: 13F03EBA-B15A-4514-A32A-5F343C8A8AF1 • Shipping Method is FOB Shipping (1) Mobile Install Deinstallation and installation of mobile cameras on 6 units. (1) Sales Tax 7.75% sales tax on hardware. Subtotal Price I $1,469,373.67 Quote Notes: 1. All prices are quoted in USO and will remain firm and in effect for 60 days. 2. Returns or exchanges will incur a 15% restocking fee. 3. Orders requiring immediate shipment may be subject to a 15% QuickShip fee. 4. Includes 5 years of hosting and warranty. 5. Includes sales tax on hardware. 6. Does not include deinstallation / installation of fixed cameras. 7. Includes deinstallation and installation of cameras on 6 mobile units. Paid at prevailing wages. 8. Includes 5 years of Commercial Data. Quoted by: Daniel Ramsden -217-494-0758 -daniel.ramsden@vigilantsolutions.com I Total Price $1,469,373.67 Elizabeth Heintzman Authorized Agent: ________________________ _ Title: MSSSI VP SA l ES Signature: f4'7.wJ4, (tuLJ-'J~i\!,\, Date: ----------- 5/12/2022 Affiliate Org APPROVED AS TO FORM ATTEST: CELIA A BREWER, City Attorney -/4'( Faviola Medina City Clerk Services Manager Page 3 of3 DocuSign Envelope ID: EAD5FCF4-2235-43B3-A279-F7C557EC8F2E 4Yt~~Y.\":iT Enterprise Service Agreement (ESA) This Vigilant Solutions Enterprise Service Agreement (the "Agreement") is made and entered into as of this 10th Day of May , 2022by and between Vigilant Solutions, LLC, a Delaware corporation, having its principal place of business at 1152 Stealth Street, Livermore, CA 94551 ("Vigilant") and Carlsbad Police Department . a law enforcement agency (LEA) or other governmental agency, having its principal place of business at City of Carlsbad ("Affilliate"). WHEREAS, Vigilant designs, develops, licenses and services advanced video analysis software technologies for the law enforcement and security markets; WHEREAS, Vigilant provides access to license plate data as a value-added component of the Vigilant law enforcement package of license plate recognition equipment and software; WHEREAS, Vigilant and Affiliate entered into an Enterprise Service Agreement dated April 19, 2017, with a five (5) year Initial Term, to license and receive service from Vigilant's software products, the cost of which was included in Affiliate's purchase offifty-one (51) fixed and six (6) mobile license plate readers; WHEREAS, Vigilant and Affiliate entered into an Enterprise Service Agreement dated November 19, 2018, with a five (5) year Initial Term, to license and receive service from Vigilant's software products, the cost of which was included in Affiliate's purchase of thirty-four (34) fixed license plate readers; WHEREAS, Affiliate will separately purchase License Plate Recognition (LPR) hardware components from Vigilant and/or its authorized reseller for use with the Software Products (as defined below) to replace the existing eighty-five (85) fixed and six (6) mobile license plate readers, the cost of which includes a discount ~ indicated in the quote) to reflect the remaining term of the Enterprise Service Agreement dated November 19, 2018; WHEREAS, Affiliate desires to license from and receive service for the Software Products provided by Vigilant; THEREFORE, In consideration of the mutual covenants contained herein this Agreement, Affiliate and Vigilant hereby agree as follows: I. Definitions: "Booking Images" refers to both LEA Booking Images and Commercial Booking Images. "CJIS Security Policy" means the FBI OIS Security Policy document as published by the FBI OIS Information Security Officer. "CLK" or "Camera License Key" means an electronic key that will permit each license of Vigilant's CarDetector brand LPR software or FaceAlert brand facial recognition software (one CLK per camera) to be used with other Vigilant approved and licensed LPR hardware components (i.e., cameras and other hardware components provided by Vigilant or provided by a Vigilant certified reselling partner that has authority from Vigilant to deliver such Vigilant- Vigilant olutions Enterprise License Agreement ver. 2 10 Page I of 17 V. Initials Affiliate Initials DocuSign Envelope ID: EAD5FCF4-2235-4383-A279-F7C557EC8F2E ~Yb~~~t-jT authorized components) and Software Products. CLKs shall be not issuable and if issued in error shall be removed and immediately rendered null and void for cameras and other hardware components that are not Vigilant- authorized cameras and other hardware components or are delivered to Affiliate by another vendor that is not a Vigilant certified reselling partner. "Commercial Booking Images" refers to images collected by commercial sources and available on LEARN with a paid subscription. "Commercial LPR Data" refers to LPR data collected by private sources and available on LEARN with a paid subscription. "Criminal Justice Information Services Division" or "CJIS" means the FBI division responsible for the collection, warehousing, and timely dissemination of relevant 01 to the FBI and to qualified law enforcement, criminal justice, civilian, academic, employment, and licensing agencies. "Effective Date" means sixty (60) days subsequent to the date set forth in the first paragraph of this Agreement. "Enterprise License" means a non-exclusive, non-transferable license to install and operate the Software Products, on applicable media provided by Vigilant or Vigilant's certified reselling partners. This Enterprise Service Agreement allows Affiliate to install the Software Products on such devices, in accordance with the selected Service Package(s), and allow benefits of all rights granted hereunder this Agreement. "LEA Booking Images" refers to images collected by LEAs and available on the Software Service for use by other LEAs. LEA Booking Images are freely available to LEAs at no cost and are governed by the contributing LEA's policies. "LEA LPR Data" refers to LPR data collected by LEAs and available on LEARN for use by other LEAs . LEA LPR Data is freely available to LEAs at no cost and is governed by the contributing LEA's retention policy. "Service Fee" means the amount due from Affiliate prior to the renewal of this Agreement as consideration for the continued use of the Software Products and Service Package benefits according to Section VIII of this Agreement. "Service Package" means the Affiliate designated service option(s) which defines the extent of use of the Software Products, in conjunction with any service and/or benefits therein granted as rights hereunder this Agreement. "Service Period" has the meaning set forth in Section Ill (A) of this Agreement. "Software Products" means Vigilant's Law Enforcement & Security suite of Software Products including CarDetector, Law Enforcement Archival & Reporting Network (LEARN), PlateSearch, Mobile Companion for Smartphones, Target Alert Service (TAS) server/client alerting package, FaceSearch, FaceAlert, and other software applications considered by Vig ilant to be applicable for the benefit of law enforcement and security practices. Software Products shall only be permitted to function on approved Vigilant cameras and other hardware components provided by Vigilant or through Vigilant certified reselling partners. Software Products shall not be permitted to operate on third-party Vigilant Solutions Enterprise License Agreement ver. 2 10 Page 2 of 17 VS lnnials /\ffiliate Initial DocuSign Envelope ID: EAD5FCF4-2235-43B3-A279-F7C557EC8F2E VYL~!~~T provided or not Vigilant-authorized hardware components, and if found to be operating on third-party provided hardware components Software Products shall be promptly removed by Affiliate. ''Technical Support Agents" means Affiliate's staff person specified in the Contact Information Worksheet of this Agreement responsible for administering the Software Products and acting as Affiliate's Software Products support contact. "User License" means a non-exclusive, non-transferable license to install and operate the Software Products, on applicable media, limited to a single licensee. "Users" refers to individuals who are agents and/or sworn officers of the Affiliate and who are authorized by the Affiliate to access LEARN on behalf of Affiliate through login credentials provided by Affiliate. II. Enterprise License Grant; Duplication and Distribution Rights: Subject to the terms and conditions of th is Agreement, Vigilant hereby grants Affiliate an Enterprise License to the Software Products for the Term provided in Section Ill below. Except as expressly permitted by this Agreement, Affiliate or any third party acting on behalf of Affiliate shall not copy, modify, distribute, loan, lease, resell, sublicense or otherwise transfer any right in the Software Products. Except as expressly permitted by this Agreement, no other rights are granted by implication, estoppels or otherwise. Affiliate shall not eliminate, bypass, or in any way alter the copyright screen (also known as the "splash" screen) that may appear when Software Products are first started on any computer. Any use or redistribution of Software Products in a manner not explicitly stated in this Agreement, or not agreed to in writing by Vigilant, is strictly prohibited. Ill. Term; Termination. A. Term. The initial term of this Agreement is for five (5) years beginning on the Effective Date (the "Initial Term"), unless earlier terminated as provided herein. Sixty (60) days prior to the expiration of the Initial Term and each subsequent Service Period, Vigilant will provide Affiliate with an invoice for the Service Fee due for the subsequent twelve (12) month period (each such period, a "Service Period"). This Agreement and the Enterprise License granted under this Agreement will be extended for a Service Period upon Affiliate's payment of that Service Period's Service Fee, which is due 30 days prior to the expiration of the Initial Term or the existing Service Period, as the case may be. Pursuant to Section XIII below, Affiliate may also pay in advance for more than one Service Period. B. Affiliate Termination. Affiliate may terminate this Agreement at any time by notifying Vigilant of the termination in writing thirty (30) days prior to the termination date and deleting all copies of the Software Products. If Affiliate terminates this Agreement prior to the end of the Initial Term, Vigilant will not refund or prorate any license fees, nor will it reduce or waive any license fees still owed to Vigilant by Affiliate. Upon termination of the Enterprise License, Affiliate shall immediately cease any further use of Software Products. Affiliate may also terminate this agreement by not paying an invoice for a subsequent year's Service Fee within sixty (60) days of invoice issue date. Vigilant Solutions Enterprise License Agreement ver. 2.10 Page 3 of 17 VS Initials Affiliate Initials DocuSign Envelope ID: EAD5FCF4-2235-43B3-A279-F7C557EC8F2E Vvt~L~~r C. Vigilant Termination. Vigilant has the right to terminate this Agreement by providing thirty {30) days written notice to Affiliate. If Vigilant's termination notice is based on an alleged breach by Affiliate, then Affiliate shall have thirty (30) days from the date of its receipt of Vigilant's notice of termination, which shall set forth in detail Affiliate's purported breach of this Agreement, to cure the alleged breach. If within thirty (30) days of written notice of violation from Vigilant Affiliate has not reasonably cured the described breach of this Agreement, Affiliate shall immediately discontinue all use of Software Products and certify to Vigilant that it has returned or destroyed all copies of Software Products in its possession or control. If Vigilant terminates this Agreement prior to the end of a Service Period for breach, no refund for any unused Service Fees will be provided. If Vigilant terminates this Agreement prior to the end of a Service Period for no reason, and not based on Affiliate's failure to cure the breach of a material term or condition of this Agreement, Vigilant shall refund to Affiliate an amount calculated by multiplying the total amount of Service Fees paid by Affiliate for the then-current Service Period by the percentage resulting from dividing the number of days remaining in the then-current Service Period, by 365. IV. Warranty and Disclaimer; Infringement Protection; Use of Software Products Interface. A. Warranty and Disclaimer. Vigilant warrants that the Software Products will be free from all Significant Defects (as defined below) during the term of this Agreement (the "Warranty Period"). "Significant Defect" means a defect in a Software Product that impedes the primary function of the Software Product. This warranty does not include products not manufactured by Vigilant. Vigilant will repair or replace any Software Product with a Significant Defect during the Warranty Period; provided, however, if Vigilant cannot substantially correct a Significant Defect in a commercially reasonable manner, Affiliate may terminate this Agreement and Vigilant shall refund to Affiliate an amount calculated by multiplying the total amount of Service Fees paid by Affiliate for the then- current Service Period by the percentage resulting from dividing the number of days remaining in the then-current Service Period, by 365. The foregoing remedies are Affiliate's exclusive remedy for defects in the Software Product. Vigilant shall not be responsible for labor charges for removal or reinstallation of defective software, charges for transportation, shipping or handling loss, unless such charges are due to Vigilant's gross negligence or intentional misconduct. Vigilant disclaims all warranties, expressed or implied, including but not lil'T')ited to implied warranties of merchantability and fitness for a particular purpose. In no event shall Vigilant be liable for any damages whatsoever arising out of the use of, or inability to use, the Software Products. B. Infringement Protection. If an infringement claim is made against Affiliate by a third-party in a court of competent jurisdiction regarding Affiliate's use of any of the Software Products, Vigilant shall indemnify Affiliate, and assume all legal responsibility and costs to contest any such claim . If Affiliate's use of any portion of the Software Products or documentation provided to Affiliate by Vigilant in connection with the Software Products is enjoined by a court of competent jurisdiction, Vigilant shall do one of the following at its option and expense within sixty (60) days of such enjoinment: (1) Procure for Affiliate the right to use such infringing portion; (2) replace such infringing portion with a non-infringing portion providing equivalent functionality; or (3) modify the infringing portion so as to eliminate the infringement while providing equivalent functionality. C. Use of Software Products Interface. Under certain circumstances, it may be dangerous to operate a moving vehicle while attempting to operate a touch screen or laptop screen and any of their applications. It is agreed by Affiliate that Affiliate's users will be instructed to only utilize the interface to the Software Products at times when Vigilant Soll!1ions Enterprise License Agreement ver. 2.1 0 Page 4 of 17 5~ VS [ni1ials Affi liate ln1lials DocuSign Envelope ID: EAD5FCF4-2235-43B3-A279-F7C557EC8F2E ...,/Y.L~!Y.\~T it is safe to do so. Vigilant is not liable for any accident caused by a result of distraction such as from viewing the screen while operating a moving vehicle. V. Software Support, Warranty and Maintenance. Affiliate will receive technical support by submitting a support ticket to Vigilant's company support website or by sending an email to Vigilant's support team. Updates, patches and bug fixes of the Software Products will be made available to Affiliate at no additional charge, although charges may be assessed if the Software Product is requested to be delivered on physical media. Vigilant will provide Software Products support to Affiliate's Technical Support Agents through e-mail, fax and telephone. VI. Camera License Keys (CLKs). Affiliate is entitled to use of the Software Products during the term of this Agreement to set up and install the Software Products on an unlimited number of media centers within Affiliate's agency in accordance with selected Service Options. As Affiliate installs additional units of the Software Products and connects them to LPR cameras, Affiliate is required to obtain a Camera License Key (CLK) for each camera installed and considered in active service. A CLK can be obtained by Affiliate by going to Vigilant's company support website and completing the on line request form to Vigilant technical support staff. Within two (2) business days of Affiliate's application for a CLK, Affiliate's Technical Support Agent will receive the requested CLK that is set to expire on the last day of the Initial Term or the then-current Service Period, as the case may be. VII. Ownership of Software. A. Ownership of Software Products. The Software Products are copyrighted by Vigilant and remain the property of Vigilant. The license granted under this Agreement is not a sale of the Software Products or any copy. Affiliate owns the physical media on which the Software Products are installed, but Vigilant retains title and ownership of the Software Products and all other materials included as part of the Software Products. B. Rights in Software Products. Vigilant represents and warrants that: (1) it has title to the Software and the authority to grant license to use the Software Products; (2) it has the corporate power and authority and the legal right to grant the licenses contemplated by this Agreement; and (3) it has not and will not enter into agreements and will not take or fail to take action that causes its legal right or ability to grant such licenses to be restricted. VIII. Data Sharing, Access and Security. If Affiliate is a generator as well as a consumer of LPR Data and or LEA Booking Images, Affiliate at its option may share its LEA LPR Data and or LEA Booking Images with similarly situated LEAs who contract with Vigilant to access LEARN (for example, LEAs who share LEA LPR Data with other LEAs). Vigilant will not share any LEA LPR Data or LEA Booking Images generated by the Affiliate without the permission of the Affiliate. Vigilant has implemented procedures to allow for adherence to the FBI OIS Security Policy. The hosting facility utilizes access control technologies that meet or exceed ms requirements. In addition, Vigilant has installed and Vigilant olutions Enterprise License Agreement ver. 2.10 Page 5 of 17 VS Initials Affiliate Initials DocuSign Envelope ID: EAD5FCF4-2235-43B3-A279-F7C557EC8F2E VYL~LY,\~T configured network intrusion prevention appliances, as well as ensured that the configuration of the Microsoft environment adhere to the Windows Server Security Guide. IX. Ownership and use of Data. Vigilant retains all title and rights to Commercial LPR Data and all Commercial Booking Images. Users shall not utilize Commercial LPR Data or Commercial Booking Images on the behalf of other local, state or Federal LEAs. Affiliate retains all rights to LEA LPR Data and LEA Booking Images generated by the Affiliate. Should Affiliate terminate agreement with Vigilant, a copy of all LEA LPR Data and LEA Booking Images generated by the Affiliate will be created and provided to the Affiliate. After the copy is created, all LEA LPR Data and LEA Booking Images generated by the Affiliate will be deleted from LEARN at the written request of an authorized representative of the Affiliate or per the Affiliate's designated retention policy, whichever occurs first. Commercial LPR Data, Commercial Booking Images, LEA LPR Data and LEA Booking Images should be used by the Affiliate for law enforcement purposes only. X. Loss of Data, Irregularities and Recovery. Vigilant places imperative priority on supporting and maintaining data center integrity. Using redundant disk arrays, there is a virtual guarantee that any hard disk failure will not result in the corruption or loss of the valuable LPR data that is essential to the LEARN system and clients. XI. Data Retention and Redundancy. LEA LPR Data and LEA Booking Images are governed by the contributing LEA's retention policy. LEA LPR Data that reaches its expiration date will be deleted from LEARN. Vigilant's use of redundant power sources, fiber connectivity and disk arrays ensure no less than 99% uptime bf the LEARN LPR database server system. XII. Account Access. A. Eligibility. Affiliate shall only authorize individuals who satisfy the eligibility requirements of "Users" to access LEARN. Vigilant in its sole discretion may deny access to LEARN to any individual based on such person's failure to satisfy such eligibility requirements. User logins are restricted to agents and sworn officers of the Affiliate. No User logins may be provided to agents or officers of other local, state, or Federal LEAs without the express written consent of Vigilant. B. Security. Affiliate shall be responsible for assigning an Agency Manager who in turn will be responsible for assigning to each of Affiliate's Users a username and password (one per user account). A limited number of User accounts is provided. Affiliate will cause the Users to maintain username and password credentials confidential and will prevent use of such username and password credentials by any unauthorized person(s). Affiliate shall notify Vigilant immediately if Affiliate believes the password of any of its Users has, or may have, been obtained or used by any unauthorized person(s). In addition, Affiliate must notify Vigilant immediately if Affiliate becomes aware of any other breach or attempted breach of the security of any of its Users' accounts. C. 015 Requirements. Affiliate certifies that its LEARN users shall comply with the CJIS requirements outlined in Exhibit 8. Vigilant Solutions Enterprise License Agreement ver. 2.10 Page 6 of 17 5"~ VS Initials Affiliate Initials DocuSign Envelope ID: EAD5FCF4-2235-43B3-A279-F7C557EC8F2E ..../ YL~iY.\~T XIII. Service Package, Fees and Payment Provisions. A. Service Package. This Enterprise License Agreement is based on one (1) of the three (3) following Service Package Options. Please select one (1) Service Package below: □ Service Package -Basic LPR Service Package: • Vigilant Managed/Hosted LPR server LEARN Account • Access to all Vigilant Software including all upgrades and updates • Unlimited user licensing for the following applications: o LEARN, CarDetector and TAS D Service Package -Option # 1-Standard LPR Service Package: □ • All Basic Service Package benefits • Unlimited use of CarDetector -Mobile Hit Hunter (CDMS-MHH) • Unlimited use ofVigilant's LPR Mobile Companion smartphone application Service Package -Option# 2 -'Intelligence-Led Policing (ILP)' Service Package: • All Service Package Option # 1 benefits • Mobile LPR hardware up to level of Tier (see Exhibit A) • Use of Vigilant Facial Recognition technologies up to level of Tier • FaceSearch Account • FaceSearch Mobile Companion • Templates up to limit for FaceSearch Account (details in Exhibit A) • Tiered based on size of department (Tier lA up to 50 sworn officers Tier 1 up to 100 sworn officers, Tier 2 up to 200 sworn officers, Tier 3 up to 500 sworn officers, Tier 4 up to 1,000 sworn officers, Tier 5 up to 1,500 sworn officers, Tier 6 up to 2,000 sworn officers) • States, Federal Agencies, and Departments with greater than 2,000 sworn fall under a, "Custom" Tier which will be defined in the Annual Service Fee Schedule if applicable. B. Service Fee. Payment of each Service Fee entitles Affiliate to all rights granted under this Agreement, including without limitation, use of the Software Products for the relevant Service Period, replacement of CLKs, and access to the updates and releases of the Software Products and associated equipment driver software to allow the Software Products to remain current and enable the best possible performance. The annual Service Fee due for a particular Service Period is based on the number of current Vigilant issued CLK's at the time of Service Fee invoicing, and which will be used by Affiliate in the upcoming Service Period. A schedule of annual Service Fees is shown below: Annual Service Fee Schedule (multiplied by number of CLK's Issued) Total# of CLK's under this ESA 0-14 CLK's 15-30 CLK's 31-60 CLK's Over 60 Basic Service $525.00 $450.00 $400.00 $275.00 Vigilant Solutions Enterprise License Agreement ver. 2.10 Page7ofl7 VS Initials Affiliate Initial DocuSign Envelope ID: EAD5FCF4-2235-4383-A279-F7C557EC8F2E VYt~tY.\~T Standard (Option# 1) $750.00 $640.00 $565 .00 $390.00 ILP Subscriber CLK Renewal Fees $525 .00 $450.00 $400.00 $275.00 Intelligence-Led Policing Service Package Annual Fee Schedule Tier Mobile Fixed ILP Tier 18 (Option #2) $ 11,750.00 $ 22,250.00 ILP Tier lA (Option #2) $ 15,250.00 $ 25,750.00 ILP Tier 1 (Option #2) $ 18,750.00 $ 29,250.00 ILP Tier 2 (Option #2) $ 34,250.00 $ 55,250.00 ILP Tier 3 (Option #2) $ 55,250.00 $ 86,750.00 ILP Tier 4 (Option #2) $ 84,750.00 $126,750.00 ILP Tier 5 (Options #2) $117,495.00 $169,995.00 ILP Tier 6 (Option #2) $144,995.00 $207,995.00 ILP Tier 7 (Option #2) $185,000.00 $251,000.00 ILP Tier 8 (Option #2) $292,500.00 $369,000.00 Payment of the Service Fee is due thirty (30) days prior to the renewal of the then-current Service Period. All Service Fees are exclusive of any sales, use, value-added or other federal, state or local taxes (excluding taxes based on Vigilant's net income) and Affiliate agrees to pay any such tax. Service Fees may increase by no higher than 4% per year for years after the first year of this agreement. For ILP (Option# 2) Tier packages, the Tier amount is due for subsequent periods and Basic Service CLK fees are due for all cameras from previous periods (this is in addition to the Annual Subscription Fee). Affiliate and Vigi lant agree that the number of CLKs issued as of the Effective Date of this Agreement is __ [lnsert Quantity]. All future additions of CLKs shall on ly be those as provided for in the definitions provided above. C. Advanced Service Fee Payments. Vigilant will accept advanced Service Fee payments on a case by case basi s for Affiliates who wish to lock in the Service Fee rates for subsequent periods at the rates currently in effect, as listed in the table above. If Affiliate makes advanced Service Fee payments to Vigilant, advanced payments to Vigilant will be applied in full to each subsequent Service Period's Service Fees until the balance of the credits is reduced to a zero balance. System based advanced credits shall be applied to subsequent Service Fees in the amount that entitles Affiliat e continued operation of the designated camera unit systems for the following Service Period until the credits are reduced to a zero balance. D. Price Adjustment. Vigilant has the right to increase or decrease the annual Service Fee from one Service Period to another; provided, however, that in no event will a Service Fee be increased by more than 4% of the pri or Service Period's Service Fees. If Vigilant intends to adjust the Service Fee for a subsequent Service Period, it Vigilant Solullons Enterprise License Agreement ver. 2.10 Page 8 of 17 S-tt- VS Initials Affiliate Initials DocuSign Envelope ID: EAD5FCF4-2235-43B3-A279-F7C557EC8F2E 4Yb~L¼~T must give Affiliate notice of the proposed increase on or before the date that Vigilant invoices Affiliate for the upcoming Service Period. XIV. Miscellaneous. A. Limitation of Liability. IN NO EVENT SHALL VIGILANT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES INCLUDING DAMAGES FOR LOSS OF USE, DATA OR PROFIT, ARISING OUT OF OR CONNECTED WITH THE USE OF THE SOFTWARE PRODUCTS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VIGILANT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL VIGILANT'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY AFFILIATE TO VIGILANT FOR THE SOFTWARE PRODUCTS LICENSED UNDER THIS AGREEMENT. 8. Confidentiality. Affiliate acknowledges that Software Products contain valuable and proprietary information of Vigilant and Affiliate will not disassemble, decompile or reverse engineer any Software Products to gain access to confidential information of Vigilant. C. Assignment. Neither Vigilant nor Affiliate is permitted to assign this Agreement without the prior written consent of the other party. Any attempted assignment without written consent is void. D. Amendment; Choice of Law. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of the parties. This Agreement shall be governed by the laws of the state of California without regard to its conflicts of law. E. Complete Agreement. This Agreement constitutes the final and complete agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements, written or oral, with respect to such subject matter. F. Relationship. The relationship created hereby is that of contractor and customer and of licensor and Affiliate. Nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties hereto. Neither party shall have any authority to enter into agreements of any kind on behalf ofthe other and shall have no power or authority to.bind or obligate the other in any manner to any third party. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or on behalf of any third party. G. No Rights in Third Parties. This agreement is entered into for the sole benefit of Vigilant and Affiliate and their permitted successors, executors, representatives, administrators and assigns . 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 party to this Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or equity in connection with this Agreement. Vig ilant olutions Enterprise License Agreement ver. 2.10 Page 9 of 17 s-~ VS Initials Affiliate Initials DocuSign Envelope ID: EADSFCF4-2235-43B3-A279-F7C557EC8F2E -../Yt~!¼~T H. Construction. The headings used in this Agreement are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. Any term referencing time, days or period for performance shall be deemed calendar days and not business days, unless otherwise expressly provided herein. I. Severability. If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and effect. J. Federal Government. Any use, copy or disclosure of Software Products by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-l{a) and 227 .7202-3(a) (1995), DFARS 252.227-7013(c)(l)(ii) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227 (ALT Ill), as applicable. K. Right to Audit. Affiliate, upon thirty (30) days advanced written request to Vigilant, shall have the right to investigate, examine,. and audit any and all necessary non-financial books, papers, documents, records and personnel that pertain to this Agreement and any other Sub Agreements. L. Notices: Authorized Representatives: Technical Support Agents. All notices, requests, demands, or other communications required or permitted to be given hereunder must be in writing and must be addressed to the parties at their respective addresses set forth below and shall be deemed to have been duly given when (a) delivered in person; (b) sent by facsimile transmission indicating receipt at the facsimile number where sent; (c) one (1) business day after being deposited with a reputable overnight air courier service; or (d) three (3) business days after being deposited with the United States Postal Service, for delivery by certified or registered mail, postage pre-paid and return receipt requested. All notices and communications regarding default or termination of this Agreement shall be delivered by hand or sent by certified mail, postage pre-paid and return receipt requested. Either party may from time to time change the notice address set forth below by delivering 30 days advance notice to the other party in accordance with this section setting forth the new address and the date on which it will become effective. Vigilant Solutions, LLC Attn: Sales Administration 1152 Stealth Street Livermore, CA 94551 Affiliate: City of Carlsbad Attn: Cindy Anderson Address: 2560 Orion Way Carlsbad, CA 92010 M. Authorized Representatives: Technical Support Agents. Affiliate's Authorized Representatives and its Technical Support Agents are set forth below in the Contact Information Worksheet. Affiliate's Authorized Representative is responsible for administering this Agreement and Affiliate's Technical Support Agents are responsible for administering the Software Products and acting as Affiliate's Software Products support contact. Either party may from time to time change its Authorized Representative, and Affiliate may from time to time change Vigilant Solutions Enterprise License Agreement ver. 2.10 Page 10 of 17 VS Initials Affiliate Initials DocuSign Envelope ID: EAD5FCF4-2235-43B3-A279-F7C557EC8F2E Vv~~!LA~r its Technical Support Agents, in each case, by delivering 30 days advance notice to the other party in accordance with the notice provisions of this Agreement. N. Facial Recognition Image Integration. Affiliate may elect, at its sole discretion, to have Vigilant enable the ability for the Affiliate's existing facial recognition images to be imported into its FaceSearch gallery. This process requires some reformatting of the data for compatibility. The data remains property of the Affiliate, is maintained according to the retention policy set by the Affiliate and is shared to other agencies under the rules defined by the Affiliate. This service is at an additional cost. Vigilant uses a third-party service from The Center for law Enforcement Technology, Training, & Research, Inc. (lETTR) to deliver this service. If the Affiliate elects to use this service, it acknowledges that The Center for law Enforcement Technology, Training, & Research, Inc. a non -profit, 501(c)(3) corporation, working under contract with Vigilant and acting on behalf of the Affiliate, will perform the described services for law enforcement information sharing purposes. Vigilant Solutions Enterprise License Agreement ver. 2.10 Page 11 of 17 5~ VS Initial Affi liate Initials DocuSign Envelope ID: EAD5FCF4-2235-4383-A279-F7C557EC8F2E VYt~!Y!'-l'ff IN WITNESS WHEREOF, the parties have executed the Agreement as of the Effective Date. Manufacturer: Authorized Agent: Title: Date: Signature: Affiliate Organization: Authorized Agent: Title: Date: Signature: Vigilant Solutions Elizabeth Heintzman Vice President, Sales 5/6/2022 City of Carlsbad City Manager Scott Chadwick 5/11/2022 APPROVED AS TO FORM C Br.-s::::::~~~~~--.,o;--Asst/D p ty City Attorney City Carlsbad. CA Vigilant Solutions Enterpri e License Agreement ver 2 I 0 Page 12 of 17 DocuSign Envelope ID: EA05FCF4-2235-4383-A279-F7C557ECBF2E ....,/Yt~t¼~T Enterprise Service Agreement Contact Information Worksheet Please complete the following contact information for your Vigilant Solutions Enterprise License program . Enterprise License Agreement Holder Company/ Agency Name: Carlsbad Police Department Company/ Agency Type: Local Municipality Address: Primary Contact Name: Cindy Anderson Title: Senior Management Analyst I Phone: 1(442) 339-2170 Email: cindy.anderson@carlsbadca.gov Supervisor Information Name: Bryan Hargett Title: Police Captain I Phone: I (760) 931 -2197 Email: bryan.hargett@carlsbadca.gov Financial Contact (Accounts Payable) Name: Cindy Anderson Title: Senior Management Analyst I Phone: I (442) 339-2170 Ema il: cindy.anderson@carlsbadca.gov Technical Support Contact# 1 Name: Jeffery Smith Title: Police Lieutenant I Phone: 1(760) 931 -2197 Email: jeffery.smith@carlsbadca.gov Technical Support Contact# 2 Name: Javier Ruiz Title: Safety IT Manager I Phone: I (760) 931-2197 Email: javier.ruiz@carlsbadca.gov For questions or concerns, please contact Vigilant Solutions' sales team : sales@vigilantsolutions.com 1-925-398-2079 Vigilant Solutions Enterprise License Agreement ver. 2.10 Page 13 of 17 DocuSign Envelope ID: EAD5FCF4-2235-4383-A279-F7C557EC8F2E -../YL~!¼~T Exhibit A: Option# 2 ILP Tier Package Components ILP Bundle for Agencies of Up to 25 Sworn ILP Bundle for Agencies of Up to 50 Sworn Includes: Includes: -Agency license for LEARN Saas -Agency license for LEARN Saas -Unlimited access to Commercial LPR data -Unlimited access to Commercial LPR data -One (1) 3-Camera Mobile LPR System or -One (1) 3-Camera Mobile LPR System or Three (3) Fixed Camera Systems Three (3) Fixed Camera Systems -First year of Basic and Standard Service Packages -First year of Basic and Standard Service Packages -LEARN-Mobile Companion -LEARN-Mobile Companion -Mobile Hit Hunter -Mobile Hit Hunter -Agency license for FaceSearch -Agency license for FaceSearch -Image gallery up to 5,000 images -Image gallery up to 5,000 images ILP Bundle for Agencies of 51 to 100 Sworn ILP Bundle for Agencies of 101 to 200 Sworn Includes: Includes: -Agency license for LEARN Saas -Agency license for LEARN Saas -Unlimited access to Commercial LPR data -Unlimited access to Commercial LPR data -One (1) 3-Camera Mobile LPR System or -Two (2) 3-Camera Mobile LPR System or Three (3) Fixed Camera Systems Six (6) Fixed Camera Systems -First year of Basic and Standard Service Packages -First year of Basic and Standard Service Packages -LEARN-Mobile Companion -LEARN-Mobile Companion -Mobile Hit Hunter -Mobile Hit Hunter -Agency license for FaceSearch -Agency license for FaceSearch -Image gallery up to 5,000 images -Image gallery up to 20,000 images ILP Bundle for Agencies of 201 to 500 Sworn ILP Bundle for Agencies of 501 to 1,000 Sworn Includes: Includes: -Agency license for LEARN Saas -Agency license for LEARN Saas -Unlimited access to Commercial LPR data -Unlimited access to Commercial LPR data -Three (3) 3-Camera Mobile LPR System or -Four (4) 3-Camera Mobile LPR Systems or Nine (9) Fixed Camera Systems Twelve (12) Fixed Camera Systems -First year of Basic and Standard Service Packages -First year of Basic and Standard Service Packages -LEARN-Mobile Companion -LEARN -Mobile Companion -Mobile Hit Hunter -Mobile Hit Hunter -Agency license for FaceSearch -Agency license for FaceSearch -Image gallery up to 50,000 images -Image gallery up to 75,000 images ILP Bundle for Agencies of 1,000 to 1,500 Sworn ILP Bundle for Agencies of 1,501 to 2,000 Sworn Includes: Includes: -Agency license for LEARN Saas -Agency license for LEARN Saas -Unlimited access to Commercial LPR data -Unlimited access to Commercial LPR data -Five (5) 3-Camera Mobile LPR Systems or -Six (6) 3-Camera Mobile LPR Systems or Fifteen (15) Fixed Camera Systems Eighteen (18) Fixed Camera Systems -First year of Basic and Standard Service Packages -First year of Basic and Standard Service Packages -LEARN-Mobile Companion -LEARN-Mobile Companion -Mobile Hit Hunter -Mobile Hit Hunter -Agency license for FaceSearch -Agency license for FaceSearch -Image gallery up to 100,000 images -Image gallery up to 200,000 images Vigilant olutions Enterpnse Licen ~ Agreement ver. 2.10 Page 14 of 17 DocuSign Envelope ID: EAD5FCF4-2235-4383-A279-F7C557EC8F2E 'VYb~L¼~ ILP Bundle for Agencies up to 2,500 Sworn Includes: -Agency license for LEARN Saas -Unlimited access to Commercial LPR data -Seven (7} 3-Camera Mobile LPR Systems or Twenty one (24} Fixed Camera Systems -First year of Basic and Standard Service Packages -LEARN-Mobile Companion -Mobile Hit Hunter -Agency license for FaceSearch -Image gallery up to 250,000 images Vigilant Solutions Enterprise I .iccnse Agreement ver. 2.10 ILP Bundle for Agencies up to 5,000 Sworn Includes: -Agency license for LEARN Saas -Unlimited access to Commercial LPR data -Eight {8} 3-Camera Mobile LPR Systems or Twenty four (24} Fixed Camera Systems -First year of Basic and Standard Service Packages -LEARN-Mobile Companion -Mobile Hit Hunter -Agency license for FaceSearch -Image gallery up to 500,000 images Page 15 of 17 DocuSign Envelope ID: EAD5FCF4-2235-4383-A279-F7C557EC8F2E VY~~LY.\~T Exhibit B: OIS Requirements Vigilant and the Affiliate agree on the importance of data security, integrity and system availability and that these security objectives will only be achieved through shared responsibility. Vigilant and the Affiliate agree they will more likely be successful with information security by use of the Vigilant supplied technical controls and client Affiliate use of those controls; in conjunction with agency and personnel policies to protect the systems, data and privacy. Vigilant and the Affiliate agree that Affiliate owned and FBI-CJIS supplied data in Vigilant systems does not meet the definition of FBI-OIS provided Criminal Justice Information (OI). Regardless, Vigilant agrees to treat the Affiliate- supplied information in Vigilant systems as 01. Vigilant will strive to meet those technical and administrative controls; ensuring the tools are in place for the proper protection of systems, information and privacy of individuals to the greatest degree possible. Vigilant and the Affiliate agree that information obtained or incorporated into Vigilant systems may be associated with records that are sensitive in nature having, tactical, investigative and Personally Identifiable Information. As such, that information will be treated in accordance with applicable laws, policies and regulations governing protection and privacy of this type of data. Vigilant and the Affiliate agree that products and services offered by Vigilant are merely an investigative tool to aid the client In the course of their duties and that Vigilant make no claims that direct actions be initiated based solely upon the information responses or analytical results. Further, Vigilant and the Affiliate agree that the Affiliate is ultimately responsible for taking the appropriate actions from results, hits, etc. generated by Vigilant products and require ongoing training, human evaluation, verifying the accuracy and currency of the information, and appropriate analysis prior to taking any action. As such, the parties agree to do the following: Vigilant: 1. Vigilant has established the use of FBl-01S Security Policy as guidance for implementing technical security controls in an effort to meet or exceed those Policy requirements. 2. Vigilant agrees to appoint a 01$ Information Security Officer to act as a conduit to the client Contracting Government Agency, Agency Coordinator, to receive any security policy information and disseminate to the appropriate staff. 3. Vigi lant agrees to adhere to FBl-015 Security Policy Awareness Training and Personnel Screening standards as required by the Affiliate. 4. Vigilant agrees, by default, to classify al l client supplied data and information related to client owned infrastructure, information systems or communications systems as "Criminal Justice Data". All client information will be treated at the highest level of confidentiality by all Vigilant staff and authorized partners. Vigilant has supporting guidance/policies for staff handling the full life cycle of information in physical or electronic form and has accompanying disciplinary procedures for unauthorized access, misuse or mishandling of that information. 5. Vigilant will not engage in data mining, commercial sale, unauthorized access and/or use of any of Affiliate owned data. 6. Vigilant and partners agree to use their formal cyber Incident Response Plan if such event occurs. V1g1lant Solut,on Enterprise Licen c Agreement vcr. 2 10 Page 16of17 DocuSign Envelope ID: EAD5FCF4-2235-4383-A279-F7C557EC8F2E v\(~~!Y.\t:1T 7. Vigilant agrees to immediately inform Affiliate of any cyber incident or data breach, to include DDoS, Malware, Virus, etc. that may impact or harm client data, systems or operations so proper analysis can be performed and client Incident Response Procedures can be initiated. 8. Vigilant will only allow authorized support staff to access the Affiliate's account or Affiliate data in support of Affiliate as permitted by the terms of contracts. 9. Vigilant agrees to use training, policy and procedures to ensure support staff use proper handling, processing, storing, and communication protocols for Affiliate data. 10. Vigilant agrees to protect client systems and data by monitoring and auditing staff user activity to ensure that it is only within the purview of system application development, system maintenance or the support roles assigned. 11. Vigilant agrees to inform the Affiliate of any unauthorized, inappropriate use of data or systems. 12. Vigilant will design software applications to facilitate FBI-CJIS compliant information handling, processing, storing, and communication of Affiliate. 13. Vigilant will advise Affiliate when any software application or equipment technical controls are not consistent with meeting FBI-OIS Policy criteria for analysis and due consideration. 14. Vigilant agrees to use the existing Change Management process to sufficiently plan for system or software changes and updates with Rollback Plans. 15. Vigilant agrees to provide technical security controls that only permit authorized user access to Affiliate owned data and Vigilant systems as intended by the Affiliate and data owners. 16. Vigilant agrees to meet or exceed the FBI-OIS Security Policy complex password construction and change rules. 17. Vigilant will only provide access to Vigilant systems and Affiliate owned information through Affiliate managed role-based access and applied sharing rules configured by the Affiliate. 18. Vigilant agrees to provide technical controls with additional levels of user Advanced Authentication in Physically Non-Secure Locations. 19. Vigilant agrees to provide compliant FIPS 140-2 Certified 128-bit encryption to Affiliate owned data during transport and storage ("data at rest") while in the custody and control of Vigilant. 20. Vigilant agrees to provide firewalls and virus protection to protect networks, storage devices and data. 21. Vigilant agrees to execute archival, purges and/or deletion of data as configured by the data owner. 22. Vigilant agrees to provide auditing and alerting tools within the software applications so Affiliate can monitor access and activity of Vigilant support staff and Affiliate users for unauthorized access, disclosure, alteration or misuse of Affiliate owned data. (Vigilant support staff will only have access when granted by the Affiliate.) 23. Vigilant will only perform direct support remote access to Affiliate systems/infrastructure when requested, authorized and physically granted access to the applications/systems by the Affiliate. This activity will be documented by both parties. 24. Vigilant creates and retains activity transaction logs to enable auditing by the Affiliate data owners and Vigilant staff. 25. Vigilant agrees to provide physical protection for the equipment-storing Affiliate data along with additional technical controls to protect physical and logical access to systems and data. 26. Vigilant agrees to participate in any Information or Technical Security Compliance Audit performed by the Affiliate, state OIS System Agency or FBI-CJ IS Division. 27. Vigilant agrees to perform independent employment background screening for its' staff and participate in additional fingerprint background screening as required by Affiliate. Vigilant Solutions Enterprise License Agreement ver. 2.10 Page 17 of 17 DocuSign Envelope ID: EAD5FCF4-2235-43B3-A279-F7C557EC8F2E '1Y~~~~~r 28. Vigilant agrees that the Affiliate owns all Affiliate contributed data to include "hot-lists", scans, user information etc., is only shared as designated by the client and remains the responsibility and property of the Affiliate. Affiliate: 1. Affiliate agrees to appoint an Agency Coordinator as a central Point of Contact for all FBI-CJIS Security Policy related matters and to assign staff that are familiar with the contents of the FBI-OIS Security Policy. 2. Affiliate agrees to have the Agency Coordinator provide timely updates with specific information regarding any new FBI-OIS, state or local information security policy requirements that may impact Vigilant compliance or system/application development and, to facilitate obtaining certifications, training, and fingerprint-based background checks as required. 3. Affiliate agrees to inform Vigilant when any FBI-CJIS Security Awareness Training, personnel background screening or execution of FBI-CJ IS Security Addendum Certifications are required. 4. Affiliate agrees to immediately inform Vigilant of any relevant data breach or cyber incident, to include DDoS, Malware, Virus, etc. that may impact or harm Vigilant systems, operations, business partners and/or other Affiliates, so proper analysis can be performed, and Incident Response Procedures can be initiated. 5. Affiliate agrees that they are responsible for the legality and compliance of information recorded, submitted or placed in Vigilant systems and use of that data. 6. Affiliate agrees that they are responsible for proper equipment operation and placement of equipment. 7. Affiliate agrees that they are responsible for vetting authorized user access to Vigilant systems with due consideration of providing potential access to non-Affiliate information. 8. Affiliate agrees that responsibility and control of persons granted access to purchased Vigilant systems, along with data stored and transmitted via Vigilant systems, is that of the Affiliate. 9. Affiliate agrees that they have responsibility for all data security, handling and data protection strategies from point of acquisition, during transport and until submission ("Hotlist upload") into Vigilant systems. 10. Affiliate agrees to reinforce client staff policies and procedures for secure storage and protection of Vigilant system passwords. 11. Affiliate agrees to reinforce client staff policies for creating user accounts with only government domain email addresses. Exceptions will be granted in writing. 12. Affiliate agrees to reinforce client staff policies for not sharing user accounts. 13. Affiliate agrees to use Vigilant role-based access as designed to foster system security and integrity. 14. Affiliate agrees that they control, and are responsible for, appropriate use and data storage policies as well as procedures for the data maintained outside the Vigilant systems. This includes when any information is disseminated, extracted or exported out of Vigilant systems. 15. Affiliate agrees that they control and are responsible for developing policies, procedures and enforcement for applying deletion/purging and dissemination rules to information within and outside the Vigilant systems. 16. Affiliate agrees that it is their responsibility to ensure data and system protection strategies are accomplished through the tools provided by Vigilant for account and user management features along with audit and alert threshold features . 17. Affiliate agrees to use the "virtual escorting" security tools provided for managing client system remote access and monitor Vigilant support staff when authorized to assist the client. 18. Affiliate agrees that the Vigilant designed technical controls and tools will only be effective in conjunction with Affiliate created policies and procedures that guide user access and appropriate use of the system. Vigilant Solutions Enterprise License Agreement ver. 2.10 Page 18 of 17 DocuSign Envelope ID: EADSFCF4-2235-43B3-A279-F7C557EC8F2E ..../Yt~iY.\~T 19. Affiliate agrees that information and services provided through Vigilant products do not provide any actionable information, Affiliate users are responsible for the validity and accuracy of their data and developing procedures to verify information with the record owner and other systems (NCIC) based upon the potential lead generated. Vigilant Solutions Enterprise License Agreement ver. 2. I 0 Page 19 of 17