R-1792 - 03/12/2019 - POLICE AGREEMNT - Resolutions Exhibits �/,IGIL.ANT
Enterprise Service Agreement(ESA)
thishis Vigilant Solutions Enterprise Service Agreement (the "Agreement") is made and entered into as of
Day of _, 201�-by and between Vigilant Solutions, LLC , a Delaware corporation, having its
principal place of business at 1152 Stealth Street, Livermore, CA 94551 ("Vigilant") and the Oak Brook Police
Department ' a law enforcement agency (LEA) or other governmental
agency, having its principal place of business at_1200 Oak Brook Rd., Oak Brook, IL
60523 ("AffiIIlate").
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, 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);
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.
"CAS Security Policy"means the FBI CJIS Security Policy document as published by the FBI CAS 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 LineUp 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-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.
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"Criminal Justice Information Services Division" or "C11S" means the FBI division responsible for the collection,
warehousing,and timely dissemination of relevant CJI 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 III(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, Lineup, and other software applications considered by
Vigilant 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 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.
11. Enterprise License Grant;Duplication and Distribution Rights:
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Subject to the terms and conditions of this Agreement,Vigilant hereby grants Affiliate an Enterprise License to the
Software Products for the Term provided in Section III 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.
III. Term;Termination.
A. Term. The initial term of this Agreement is for one(1)year 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.
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
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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 limited 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
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 online 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.
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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 UIS Security Policy. The hosting facility utilizes
access control technologies that meet or exceed CJIS requirements. In addition,Vigilant has installed and 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 OR 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.
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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 of the LEARN LPR database server system.
X11. 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. CJIS Requirements. Affiliate certifies that its LEARN users shall comply with the CJIS requirements
outlined in Exhibit B.
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
a Access to all Vigilant Software including all upgrades and updates
® Unlimited user licensing for the following applications:
o LEARN, CarDetector and TAS
FJ Service Package-Option# 1—Standard LPR Service Package:
• All Basic Service Package benefits
• Unlimited use of CarDetector—Mobile Hit Hunter(CDMS-MHH)
® Unlimited use of Vigilant'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 _
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• FaceSearch Mobile Companion
• Templates up to limit for FaceSearch Account (details in Exhibit A)
• Tiered based on size of department(Tier 1A 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 a
L� Standard (Option#1) $750.00 $640.00 11In
$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 ILP Annual Fee
aILP Tier 1 (Option#2) $14,995.00
aILP Tier 2 (Option 42) $34,495.00
ILP Tier 3 (Option#2) $59,995.00
F�lL�Ti (Option#2) $89,995.00
a
r77777�ptions#2) $119,995.00
ILP Tier 6(Option#2) $154,995.00
Annual Service Fee Schedule for Image Enrollment(applicable to FaceSearch/LineUp)
a5,000 Images IF $750.00
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 initial five(5)year prepayment of this agreement. For ILP (Option#2)Tier packages,the Tier
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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 Vigilant agree that the number of CLKs issued as of the Effective Date of this Agreement is [Insert
Quantity]. All future additions of CLKs shall only 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 basis 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 Affiliate 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 prior
Service Period's Service Fees. If Vigilant intends to adjust the Service Fee for a subsequent Service Period, it 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.
B. 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 bythe 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.
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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 of the 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.
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.
1. 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 227.7202-1(a)and 227.7202-3(a)(1995),
DFARS 252.227-7013(c)(1)(ii)(Oct 1988), FAR 12.212(a)(1995),FAR 52.227-19, or FAR 52.227 (ALT III),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.
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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 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.
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IN WITNESS WHEREOF,the parties have executed the Agreement as of the Effective Date.
Manufacturer: Vigilant Solutions, LLC
Authorized Agent: Bill Quinlan
Title: Vice President Sales Operations
Date:
Signature:
Affiliate Organization: qZt-"t,t C'-C
Authorized Agent:
Title:
Date:
Signature:
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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: 4 l
Company/Agency Type: q�� 1t
Address:
Primary Contact
Name: c, p c
Title: 10 _ t, Phone:
Email: e f�C �o Cid
Supervisor Information
Name:
Title: Phone:
Email:
Financial Contact(Accounts Payable)
Name:
Title: t(ltd—_ df Phone:
Email: UK
Technical Support Contact#1
Name:
Email: a t)rOC4 Do CA
Technical Support ContaQl#2
Name:
Title: Phone:
Email:
For questions or concerns, please contact Vigilant Solutions'sales team:
sales@vigilantsolutions.com
1-925-398-2079
Vigilant Solutions Enterprise License Agreement ver.2.8 Page 12 of 17
BVI G I LANK
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Exhibit A:Option#2 ILP Tier Package Components
Item Description
ILP Bundle for Agencies of Up to 100 Sworn
Includes:
-Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
-One (1) 3-Camera Mobile LPR System
-First year of Basic and Standard Service Packages
-LEARN-Mobile Companion
- Mobile Hit Hunter
-Agency license for FaceSearch
- Image gallery up to 5,000 images
ILP Bundle for Agencies of 101 to 200 Sworn
Includes:
-Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
-Two (2)3-Camera Mobile LPR Systems
-First year of Basic and Standard Service Packages
-LEARN-Mobile Companion
-Mobile Hit Hunter
-Agency license for FaceSearch
-Image gallery up to 20,000 images
ILP Bundle for Agencies of 201 to 500 Sworn
Includes:
-Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
-Three(3)3-Camera Mobile LPR Systems
-First year of Basic and Standard Service Packages
-LEARN-Mobile Companion
-Mobile Hit Hunter
-Agency license for FaceSearch
- Image gallery up to 50,000 images
ILP Bundle for Agencies of 501 to 1,000 Sworn
Includes:
Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
- Four(4)3-Camera Mobile LPR Systems
First year of Basic and Standard Service Packages
LEARN-Mobile Companion
Mobile Hit Hunter
Agency license for FaceSearch
-Image gallery up to 75,000 images
Vigilant Solutions Lnterprise License Agreement ver.2.8 Page 13 of 17
\ VIGIL-ANT
111V r f,1 11 T V N
ILP Bundle for Agencies of 1,001 to 1,500 Sworn
Includes:
Agency license for LEARN SaaS
-Unlimited access to Commercial LPR data
-Four(4)3-Camera Mobile LPR Systems
First year of Basic and Standard Service Packages
LEARN-Mobile Companion
Mobile Hit Hunter
Agency license for FaceSearch
-Image gallery up to 100,000 images
ILP Bundle for Agencies of 1,501 to 2,000 Sworn
Includes:
Agency license for LEARN SaaS
Unlimited access to Commercial LPR data
Five(5) 3-Camera Mobile LPR Systems
First year of Basic and Standard Service Packages
LEARN-Mobile Companion
-Mobile Hit Hunter
-Agency license for FaceSearch
Image gallery up to 200,000 images
Vigilant Solutions Gimprise I icensc Agreement ver 2.8 Pace 14 of 17
�,VIEBIIAN'T'
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Exhibit B:CJIS 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-GIS provided Criminal Justice Information (CJI). Regardless, Vigilant agrees to treat the Affiliate-
supplied information in Vigilant systems as CJI. 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 FBI-CJIS 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 GIS 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. Vigilant agrees to adhere to FBI-UIS Security Policy Awareness Training and Personnel Screening standards as
required by the Affiliate.
4. Vigilant agrees, by default, to classify all 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.
Vigilant Solutions Enterprise License Agreement ver 28 Pau 1-5 of 17
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-UIS 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-CJIS 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-CJIS 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 CAS System Agency or FBI-CJIS Division.
27. Vigilant agrees to perform independent employment background screening for its' staff and participate in
additional fingerprint background screening as required by Affiliate.
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.
viriian(solutions unterimse License Agreeatem Nei 2 8 Pair I b of 17
VI G I LAN'f'
Affiliate:
1. Affiliate agrees to appoint an Agency Coordinator as a central Point of Contact for all FBI-GIS Security Policy
related matters and to assign staff that are familiar with the contents of the FBI-UIS Security Policy,
2. Affiliate agrees to have the Agency Coordinator provide timely updates with specific information regarding any
new FBI-CJIS, 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-CJIS 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.
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 lanerprisc License Agicemeut Ner.2.8 Page 17 of 17