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6.2 Motion to approve the purchase of WatchGuard Mobile Video Recording System
4/15/2020 BoardDocs® Pro Agenda Item Details Meeting Apr 07, 2020 - REGULAR MEETING OF THE MOUNT PROSPECT VILLAGE BOARD - 7:00 p.m. Category 6. CONSENT AGENDA Subject 6.2 Motion to approve the purchase of WatchGuard Mobile Video Recording System in an amount not to exceed $186,890.00 Access Public Type Action (Consent) Preferred Date Apr 07, 2020 Absolute Date Apr 07, 2020 Fiscal Impact Yes Dollar Amount 186,890.00 Budgeted Yes Budget Source 020.60.90.00.1.707.665.056 - Mobile Video Recording Community Investment Account Recommended Action Accept the proposal from WatchGuard to purchase a Mobile Video Recording System at a cost not to exceed $186,890.00. Public Content Information The Police Department is requesting to purchase a new in -car Mobile Video Recording System (MVR) from WatchGuard for our patrol vehicles. The Police Department has used MVR systems in the patrol vehicles since 2006, and they are a fundamental component to department operations. The primary purpose of the MVR system is to record all traffic stops, especially stops involving hazardous moving violations, arrests, and other high-risk situations. In 2013, the department purchased the Panasonic Arbitrator MVR System currently in use. This system is quickly approaching its end of useful life, as the video quality has greatly diminished, making it difficult to clearly view videos and compromising the evidentiary value of video evidence. As a result, the purchase of a new MVR system was planned and budgeted in the Community Investment Program (CIP) to be completed in 2020. The MVR system serves several distinct roles for the Police Department. First, the recordings have an evidentiary purpose with the court system to support officers' observations and actions in the field. These videos have become a necessity in the successful prosecution of intoxicated motorists. Second, the recordings serve as a training tool for officers to review citizen encounters and officer safety tactics. Lastly, the recordings may be used for management purposes where supervisors can substantiate or unfound citizen complaints regarding an officer's demeanor, activities, or actions. Currently, all the front-line patrol vehicles (25 vehicles) are equipped with the dash -mounted Panasonic Arbitrator MVR System that have been in place for 7 years. The lifespan of a MVR system is generally between 5-10 years, as these video systems operate in a 24/7 environment, in moving patrol vehicles, and in all the various weather climates of our region. In the last year, the Department has seen a dramatic reduction in the video quality of our MVR recordings where many of the videos have become extremely grainy and difficult to see detailed images. This system operates in a digital format and provides a wireless upload to a physical server at the Village Hall through wireless access points at the Police Department. https://go.boarddocs.com/il/vomp/Board.nsf/Private?open&login 1/3 4/15/2020 BoardDocs® Pro In researching new MVR systems, staff saw demonstrations of the following three MVR systems commonly used in the law enforcement community: Axon, Panasonic, and WatchGuard. After reviewing each of these systems, staff determined the WatchGuard System provided the most clear, panoramic video recordings observed in an easy-to-use system that would best meet the operational needs of the Police Department. The WatchGuard system provides a cloud -based system that wirelessly uploads to a temporary server at the Police Department, where the data is encrypted and transmitted to the cloud. The WatchGuard System is also available at Illinois State Bid Pricing (Contract # PSD40118250). Staff received a detailed quote from WatchGuard for $186,890.00. The quote provides everything that will be required from WatchGuard to make the system operational in a cloud -based storage environment, including 25 camera systems that will capture a panoramic view from the front of the squads, a rear facing prisoner camera, 72 microphones and chargers (one for every patrol officer, supervisor and replacement spares for maintenance issues), an upload server, a 5 -year warranty, training for Department members, and 1 -year of software support and cloud - based data storage ($17,375.00 annually). This secure cloud -based system meets the Police Department's CJIS requirements and eliminates the need for the Department to maintain the video data in larger servers on premise. Based on the ease of use, the excellent panoramic video recording, and WatchGuard's secure cloud -based system, the WatchGuard MVR System stood out as the best choice for the Mount Prospect Police Department. Additionally, when comparing pricing, the WatchGuard pricing was superior to Axon's ($431,400) and Panasonic's ($315,019) cloud - based options. With the State -Bid pricing, the WatchGuard System equipped as needed is available for $186,890.00. Removal of the old system and installation cost for each new system will be an additional $425 per unit through the department's current squad car installation company. An added benefit to the WatchGuard System is that their system can interface with their Body Camera System should the Village choose to implement a body camera program in the future. Alternatives 1. Accept the proposal from WatchGuard to purchase a Mobile Video Recording System at a cost not to exceed $186,890.00. 2. Action at discretion of Village Board. Staff Recommendation Based on the reasons outlined above, staff recommends the Village Board to approve the purchase of the WatchGuard MVR System from the State Contract (Contract # PSD40118250) at a cost not to exceed $186,890.00. Funds are available for this purchase from the Mobile Video Recording System CIP account # 020.60.90.00.1.707.665.056. WatchGuard Quote.pdf (112 KB) Panasonic MVR Quote.pdf (50 KB) WatchGurad MVR Agreement for ELC.pdf (211 KB) Axon MVR Quote.pdf (599 KB) Administrative Content Executive Content All items under Consent Agenda are considered routine by the Village Board and will be enacted by one motion. There will be no separate discussion of those items unless a Board member or member from the audience so requests, in which the item will be removed from the Consent Agenda and considered in its sequence on the agenda. Motion & Voting Approve the List of Bills - March 11, 2020, to March 31, 2020 - $4,787,056.62 https://go.boarddocs.com/il/vomp/Board.nsf/Private?open&login 2/3 4/15/2020 BoardDocs® Pro Motion by Paul Hoefert, second by William Grossi. Final Resolution: Motion Carries Yea: Paul Hoefert, William Grossi, Eleni Hatzis, Colleen Saccotelli, Michael Zadel, Richard Rogers https://go.boarddocs.com/il/vomp/Board.nsf/Private?open&login 3/3 Axon Enterprise, . 17800 N 85th St. Scottsdale, Arizona 85255 United States Phone: (800) 978-2737 SHIP TO Mike Eterno Mount Prospect Police Dept.- IL 112 E NW Highway Mount Prospect, IL 60056 US BILL TO Mount Prospect Police Dept.- IL 112 E NW Highway Mount Prospect, IL 60056 US Q-214540-43619.498 KD Issued:06/03/2019 y Quote Expiration: 12/14/2019 • . ► W Payment Terms: Net 30 Delivery Method: Fedex - Ground SALES REPRESENTATIVE Kelsey Donohue Phone: (480) 430-0743 Email: kelseytaser.com Fax: PRIMARY CONTACT Mike Eterno Phone: (847) 818-5248 Email: meterno@mountprospect.org Year 1 AXON FLEET 2 KIT 25 0.00 0.00 0.00 80192 5 YEAR TAP, FLEET 2 KIT 25 List UnitNet 0.00 0.00 Item Description Quantity 0.00 Unit Price Total (USD) CRADLEPOINT IBR900-60OM-NPS + 5YR Price Axo'n'Plan , ,P' 'ackages 25 15430.00 1,430.00 80022 PRO EVIDENCE.COM LICENSE: YEAR 1 PAYMENT 20 468.00 468.00 9,360.00 85110 EVIDENCE.COM INCLUDED STORAGE 600 0.00 0.00 0.00 6,750.00 BASIC EVIDENCE.COM LICENSE: YEAR 1 CABLE, CAT6 ETHERNET 25 FT, FLEET 25 15.00 0.00 80012 64 180.00 180.00 11520.00 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 640 0.00 0.00 0.00 80156 FLEET 2 UNLIMITED PACKAGE: YEAR 1 PAYMENT 25 11548.00 11548.00 38,700.00 85739 FLEET EVIDENCE.COM STORAGE, UNLIMITED 25 0.00 0.00 0.00 71088 AXON FLEET 2 KIT 25 0.00 0.00 0.00 80192 5 YEAR TAP, FLEET 2 KIT 25 0.00 0.00 0.00 74110 CABLE, CAT6 ETHERNET 25 FT, FLEET 25 0.00 0.00 0.00 CRADLEPOINT IBR900-60OM-NPS + 5YR 11622 25 15430.00 1,430.00 35750.00 NETCLOUD ESSENTIALS (PRIME 11511 ROUTER ANTENNA, FLEET 25 270.00 270.00 6,750.00 74110 CABLE, CAT6 ETHERNET 25 FT, FLEET 25 15.00 0.00 0.00 No Router No Router (Declined) 25 0.00 0.00 0.00 No Custom No Custom Triggers (Declined) 1 0.00 0.00 0.00 Triggers 73490 REDACTION ASSISTANT 51-150 SWORN AGENCY- 1 0.00 0.00 0.00 WIDE LICENSE: 5 YEAR Year 1 (Continued) Year 2 80023 PRO EVIDENCE.COM LICENSE: YEAR 2 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE REDACTION ASSISTANT 51-150 SWORN ANNUAL 73493 PAYMENT vices, EVIDENCE.COM INCLUDED STORAGE 80157 TRAIN INSTALLER OR INSTALL FACILITY, 2 DAYS 80131 FLEET EVIDENCE.COM STORAGE, UNLIMITED er ONSITE, PER SITE Offload REDACTION ASSISTANT 51-150 SWORN ANNUAL 74074 WI -FI OFFLOAD SERVER HARDWARE 71039 WI -FI OFFLOAD, SOFTWARE LICENSE i.Offload , WI -FI OFFLOAD SOFTWARE MAINT, YEAR 1 74067 WI -FI OFFLOAD SOFTWARE MAINT, YEAR 2 74068 PAYMENT Year 2 80023 PRO EVIDENCE.COM LICENSE: YEAR 2 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 3,500.00 600.00 0.00 Subtotal Estimated Shipping Estimated Tax Total 600.00 Subtotal Estimated Tax Total 14,400.00 7,000.00 1,200.00 0.00 130,680.00 0.00 0.00 130,680.00 9,360.00 0.00 11,520.00 0.00 38, 700.00 0.00 14,400.00 1,200.00 75,180.00 0.00 75,180.00 BASIC EVIDENCE.COM LICENSE: YEAR 2 80013 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 80157 FLEET 2 UNLIMITED PACKAGE: YEAR 2 PAYMENT 85739 FLEET EVIDENCE.COM STORAGE, UNLIMITED er REDACTION ASSISTANT 51-150 SWORN ANNUAL 73493 PAYMENT i.Offload , - WI -FI OFFLOAD SOFTWARE MAINT, YEAR 2 74068 PAYMENT 3,500.00 600.00 0.00 Subtotal Estimated Shipping Estimated Tax Total 600.00 Subtotal Estimated Tax Total 14,400.00 7,000.00 1,200.00 0.00 130,680.00 0.00 0.00 130,680.00 9,360.00 0.00 11,520.00 0.00 38, 700.00 0.00 14,400.00 1,200.00 75,180.00 0.00 75,180.00 Year 3 80024 PRO EVIDENCE.COM LICENSE: YEAR 3 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 468.00 BASIC EVIDENCE.COM LICENSE: YEAR 3 80014 85110 EVIDENCE.COM INCLUDED STORAGE PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 80158 FLEET 2 UNLIMITED PACKAGE: YEAR 3 PAYMENT 85739 FLEET EVIDENCE.COM STORAGE, UNLIMITED +� r REDACTION ASSISTANT 51-150 SWORN ANNUAL 73493 80015 PAYMENT Offlaa'd 180.00 WI -FI OFFLOAD SOFTWARE MAINT, YEAR 3 74069 PAYMENT PAYMENT Year 4 600.00 Subtotal Estimated Tax Total 9,360.00 0.00 11,520.00 0.00 38, 700.00 0.00 14,400.00 1,200.00 75,180.00 0.00 75,180.00 80025 PRO EVIDENCE.COM LICENSE: YEAR 4 PAYMENT 20 468.00 468.00 9,360.00 85110 EVIDENCE.COM INCLUDED STORAGE 600 0.00 0.00 0.00 BASIC EVIDENCE.COM LICENSE: YEAR 4 80015 64 180.00 180.00 11,520.00 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 640 0.00 0.00 0.00 80159 FLEET 2 UNLIMITED PACKAGE: YEAR 4 PAYMENT 25 1,548.00 11548.00 38700.00 er, REDACTION ASSISTANT 51-150 SWORN ANNUAL 73493 1 141400.00 145400.00 14,400.00 PAYMENT Year 4 (Continued) 74070 WI -FI OFFLOAD SOFTWARE MAINT, YEAR 4 PAYMENT Year 5 80026 PRO EVIDENCE.COM LICENSE: YEAR 5 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE BASIC EVIDENCE.COM LICENSE: YEAR 5 80016 PAYMENT 85110 EVIDENCE.COM INCLUDED STORAGE 85739 FLEET EVIDENCE.COM STORAGE, UNLIMITED 80160 FLEET 2 UNLIMITED PACKAGE: YEAR 5 PAYMENT 85739 FLEET EVIDENCE.COM STORAGE, UNLIMITED er, REDACTION ASSISTANT 51-150 SWORN ANNUAL 73493 PAYMENT "i Offload WI -Fl OFFLOAD SOFTWARE MAINT, YEAR 5 74071 PAYMENT 2 600.00 600.00 1,200.00 Subtotal 75,180.00 Estimated Tax 0.00 Total 75,180.00 600.00 Subtotal Estimated Tax Total 9,360.00 0.00 11,520.00 0.00 0.00 38, 700.00 0.00 14,400.00 1,200.00 75,180.00 0.00 75,180.00 Discounts (USD) Quote Expiration: 12/14/2019 List Amount 431,775.00 Discounts 375.00 Total 431,400.00 Year 3 75,180.00 *Total excludes applicable taxes Summary of Payments Payment Amount (USD) Year 1 130,680.00 Year 2 75,180.00 Year 3 75,180.00 Year 4 75,180.00 Year 5 75,180.00 T- 431,.400.40 STATEMENT OF WORK & CONFIGURATION DOCUMENT This document details a proposed system design Agency Created For: Mount Prospect Police Dept.- IL Sold By: Designed By: Installed By: Target Install Date: Kelsey Donohue Matthew Karsten Customer's Preferred Installer I....436',11.9.49&<DI Quote: Q-214540-43619.498KD V-3.26.18 VEHICLE OVERVIEW SITE NAME Headquarters CUSTOMER NAME Mount Prospect Police Dept..- IL Axon Fleet Cameras will be installed in each vehicle Total Configured Vehicles Axon Fleet Battery Boxes will be installed in each vehicle 1rr,�III 25 Total Vehicles with this Configuration J r U f , 1 ������rrrrrrrrrr�f Video Capture Sources Axon Camera 0 50 Total Cameras Deployed 0 1 Axon Signal Unit(s) Per Vehicle j Mobile Data Terminal Per Vehicle configured Axon cameras within 30 feet of the vehicle. Signal Unit 1 Located In Each Vehicle Mobile Router Per Vehicle'"°Y a 1 Cradlepoint IBR900 Series JJf�loil����lrlfriaf�f,� 1»»l»fr»r»rrr>>rrll0rr, Hard Drive: Must have 25GB+ of free disk space I n -Car Router Offload Mechanism Mobile" Data Terminal Ethernet Port: The system requires the MDT to have one dedicated and available Ethernet port reserved Evidence Management System Requirements docking station. If a docking station is used, it is the preferred location for the Ethernet port. Battery Box Evidence.com SYSTEM CONFIGURATION DETAILS The following sections detail the configuration of the Axon Fleet In -Car System Vehicle Hardware I .... 9.4 9 8 I 2 Axon Fleet Cameras will be installed in each vehicle 2 Axon Fleet Battery Boxes will be installed in each vehicle Vehicle Hardware 1 Axon Signal Units will be installed in each vehicle 1 Cradlepoint IBR900 Series router will be installed in each vehicle Axon Battery Boxes The battery box provides power to its connected camera for up to 4 hours allowing for video offload while the vehicle ignition state is OFF and the MDT is connected and available. Signal Activation Methods g When triggered, the Axon Signal Vehicle (ASV) device will activate the recording mechanism for all configured Axon cameras within 30 feet of the vehicle. MobileData Terminal Each vehicle will be equipped with a Mobile Data Terminal provided by the customer. Operating System: Windows 7 or Windows 10 - x32 or x64 with the most current service packs and updates Hard Drive: Must have 25GB+ of free disk space RAM/Memory: Windows 7 - 4GB or greater I Windows 10 - 8GB or greater Mobile" Data Terminal Ethernet Port: The system requires the MDT to have one dedicated and available Ethernet port reserved for an Ethernet cable from router. The Ethernet port can be located on an electronic and stationary mobile Requirements docking station. If a docking station is used, it is the preferred location for the Ethernet port. Wi-Fi Card: The system requires an 802.11 n compatible Wi-Fi card using 5Ghz band. USB Ports: If the computer is assigned to the officer and does not remain with the vehicle, then the number dongles ordered should equal the number of officers or the number of computers assigned. At least one dedicated and available USB 2.0 port for the Fleet USB dongle USB Port on MDT or Dock. I .... 9.4 9 8 I In -Car Network Considerations Network Re uirements q If the customer has a MiFi hotspot, embedded cellular, or USB 4G, then the customer must purchase a Network Addressing Cradlepoint router with an external antenna and Cradlecare. Total IPs Required For agencies that use NetMotion Mobility, Axon traffic must be passed through; such that it does not Additional Considerations use the Mobility VPN tunnel. Customer must provide IT and / or Admin resources at time of installation to ensure data routing if functional for Axon Fleet operation. In the event an Agency is unable to support the IT requirements associated with the installation, Axon Mobile Data Terminal 25 reserves the right to charge the Agency for additional time associated with on-site work completed by 25 an Axon Employee. Customer to provide all IP addressing and applicable network information Axon will provide the following router for all vehicles: Cradlepoint IBR900 Series Hardware Provisioning The customer will provide a MDT for each vehicle In -Car Network Considerations Network Re uirements q Cradlepoint IBR900 Series will create a dedicated 5Ghz WiFi network within each vehicle. This network will join the Axon Fleet cameras and Mobile Data Terminal together. Network Addressing IP Addressing Total IPs Required Axon Fleet Cameras 50 100 Mobile Data Terminal 25 Cradlepoint IBR900 Series 25 Hardware Provisioning Customer to provide all IP addressing and applicable network information Network Consideration Agreement I .... 9.4 9 8 I Customer acknowledges the minimum requirements for the network to support this Statement of Work. All Axon employees performing services under this SOW are CJIS certified. Network Consideration Agreement If the network provided by Customer does not meet the minimum requirements, or in the event of a requested change in scope of the project, a Change Order will be required and additional fees may apply. Additional fees would also apply if Axon is required to extend the installation time for reasons caused by the customer or the customer network accessibility. I .... 9.4 9 8 I Professional Services & Training I .... 9.4 9 8 I Axon will assign a Project Manager that will provide the expertise to execute a successful Fleet camera deployment and implementation. The Project Manager will have knowledge and experience Project Management with all phases of the project management lifecycle and with all application modules being implemented. He/she will work closely with the customer's project manager and project team members and will be responsible for completing the tasks required to meet all contract deliverables. Customer's Preferred Installer will be performing the installation of all Axon Fleet vehicle hardware. Installation services purchased from Axon include a "clip" and removal of existing in -car system hardware. This does not include "full removal" of existing wiring. A "full removal" of all existing hardware and wiring is subject to additional fees. Axon provides basic Fleet operation overview to the customer lead and/or Admin at the time of install. Clip vs Rip installation removal: o It is necessary to differentiate between the type of equipment removal to be provided by Axon. Standard Fleet Installation includes hardware removal in a fashion considered "Clip" which means Axon cuts the wires from the old system without removing multiple Vehicle Installation panels, removing all wiring and parts from the old system. In the case Axon removes the hardware Axon is not responsible for the surplus of hardware or any devices that may have been physically integrated with the removed system. In some situations, radar systems are integrated with the in -car video system and have a cable that connects to the system, if Axon removes the old in car system then Axon is not responsible for the radar system as part of the removal. o A "Rip" removal should be contracted through ProLogic directly. The Rip would be similar to a complete and full removal, which is more common when they retire a vehicle from service. Axon Signal Units have multiple trigger configuration options. Any trigger configurations that include a door or magnetic door switch are considered "custom" and may be subject to additional fees. An Axon representative has discussed with the Agency the standard triggers of the Fleet System. Custom Trigger Those standard triggers include light -bar activation, speed, crash and gun -locks. The light -bar must Installation have a controller to allow Axon to interface for the desired position, gun -locks must be installed with existing hardware in the vehicle. Doors are considered "CUSTOM" since they required additional hardware and time for installation, typically requiring the door may need to be taken apart for the installation. End-user go -live training provides individual device set up and configuration assistance, training on Training device use, Evidence.com and AXON View XL. End-user go -live training and support is not included in the installation fee scope. I .... 9.4 9 8 I WiFi Offload Considerations WiFi Offload Standards There will be a maximum of 15 concurrent vehicles offloading at any given time. 2 servers are required to facilitate the offload of in -car data to Evidence.com 3 wireless access point(s) are required to facilitate the offload of data to Evidence.com When in proximity, the Cradlepoint IBR900 Series will connect to the agency's wireless access point(s) and initiate the upload of recorded video content Axon will not assume any responsibility for the management of/or configuration of an Axon Fleet compatible 3rd party router purchased by the Agency Upon completion of solution connectivity, meaning Axon Fleet is operational and appropriately connected to the Agency's WAP/Network Infrastructure, the Agency will then assume responsibility for their network workflow. In the event the Agency has a VPN/APN, Axon requires the appropriate Administrator of the Agency be present during the entire installation of Fleet. In the event the Agency is using Wi-Fi Offload and a WOS server is being used, Axon requires the appropriate Administrator of the Agency be present for the installation of Fleet in the initial vehicle. Customer will provide all wireless access points for installation. Axon will provide all server(s) for this installation. Customer will provide the data switch for this installation. Customer will provide the server rack for this installation. Customer will provide the KVM, monitor and mouse for this installation. Customer will provide the Uninterruptible Power Supply (UPS) for this installation. Servers will maintain a Sustained Disk Write Speed of Mbps. An Axon representative will provide the Agency detailed instructions for the WOS server setup and configuration (to include racking the server, setup of the server, and configuration of Axon WOS Software and Microsoft IIS Server). It is the responsibility of the Agency to ensure the WOS Server(s) are operational before the scheduled deployment date. Axon will provide remote assistance per the Agency's request. Network Considerations Agency Provided Metrics Camera Bitrate (see Comments) 7 Mbps Shifts per Day 3 Shifts Maximum Offline Time 3 Days Hours Of video Recorded Per Shift 4 Hours Number of Vehicles per Shift at Site 15 Vehicles Max Concurrent Vehicles Offloading 15 Vehicles Available Internet Upload Bandwidth 200 Mbps Variables Vehicle Offload Time 30 Minutes Wi-Fi Overhead 1 Percent Network Protocol Overhead 1 Percent Max Storage Utilization % 90 Percent Results Data Size per Vehicle / Shift 12600 MB I .... 9.4 9 8 I Network Considerations Results Required Throughput Per Verhicle 56 Mbps Minimum Wi-Fi Speed 56 Mbps Total Data per Shift 184.57 GB Total Data per Day 553.71 GB Total Offload Bandwidth 840 Mbps Total Storage 184570.31 GB Required Sustained Network Bandwidth 893 Mbps Sustained Disk Write Speed 105 Mbps Min. Supportable Throughput to E.com 52.5 Mbps E.com Throughput Difference 147.5 Mbps I .... 9.4 9 8 I M Axon's Sales Terms and Conditions This Quote is limited to and conditional upon your acceptance of the provisions set forth herein and Axon's Master Services and Purchasing Agreement (posted at www.axon.com/legal/sales-terms-and-conditions), as well as the attached Statement of Work (SOW) for Axon Fleet and/or Axon Interview Room purchase, if applicable. Any purchase order issued in response to this Quote is subject solely to the above referenced terms and conditions. By signing below, you represent that you are lawfully able to enter into contracts. If you are signing on behalf of an entity (including but not limited to the company, municipality, or government agency for whom you work), you represent to Axon that you have legal authority to bind that entity. If you do not have this authority, please do not sign this Quote. Signature: Name (Print): PO# (Or write N/A) : Date: Title: Please sign and email to Kelsey Donohue at kelsey@taser.com or fax to Thank you for being a valued Axon customer. For your convenience on your next order, please check out our online store buy.axon.com Quote: Q-214540-43619.498KD `Protect Life'© and TASERO are registered trademarks of Axon Enterprise, Inc, registered in the U.S. © 2013 Axon Enterprise, Inc. All rights reserved. Customer Mount Prospect Police Department (20449) Griffin, Timothy 112 E. Northwest Highway Mount Prospect, IL 60056 United States (P) 847-870-5669 CDS Office Technologies 1271 HAMILTON PARKWAY Itasca, Illinois 60143 United States (P) 630-625-4519 (F) 630-305-9876 Bill To Mount Prospect Police Department Accounts, Payable 112 E. Northwest Highway Mount Prospect, IL 60056 United States ","I, Date Date May 24, 2019 11:54 AM CDT Modified Date May 28, 2019 11:30 AM CDT Doc # 481766 - rev 1 of 1 Description 25 x ARB -KIT HDVC35-90 - 5 year unlimited cloud storage option SalesRep Gottlieb, Mark (P) 630-625-4519 (F) 630-305-9876 Customer Contact Griffin, Timothy tgriffin@mountprospect.org Ship To Mount Prospect Police Department Griffin, Tim 112 E. Northwest Highway Mount Prospect, IL 60056 United States TGriffin@mountprospect.org Customer PO: Terms: Undefined Special Instructions: State of Illinois Master Contract CMS5848520 1 Arbitrator HD Kit - Panoramic Front Camera Includes 900MHz Wireless Mic Arbitrator MK3 HD - with VC35 Panoramic Front Camera Includes recorder w/ 256GB SSD and GPS, panoramic front camera with integrated G -Force sensor, wiring distribution center, battery backup module, wireless 1 module Panasonic - 900MHz Wireless Mic - Full Kit 900MHz wireless mic with vehicle receiver/station dock w/charger/case Bundle Subtotal 2 Panasonic WiFi Antenna Black - SMA Connectors - Threaded bolt mount Options 3 Panasonic - Back Seat Camera for Arbitrator HD 720P Rear Seat IR Camera with network cable 4 Panasonic - 900MHz Wireless Mic - Partial Kit 900MHz wireless mic with station dock, charger/case Note: Extra Mic for additional shifts 5 Lind Electronics - Siren Detection Cable For Panasonic Arbitrator 6 Panasonic - 256GB SSD for Arbitrator Includes Cartridge Note: For continuous loop recording in the second bay drive for Arbitrator HD Ship Via: UPS Ground Carrier Account #: ARB -KIT HDVC35-90 ARB -KIT 1 HDVC35 ARB -M90 1 25 $4,153.00 $1031,825.00 ARB- 25 $117.00 $2,925.00 APWWQS22- RP-BL ARB-WV-VC31- 25 $361.00 $9,025.00 C ARB -M90 -P 35 $345.00 $12,075.00 CBLMS- 25 $37.00 $925.00 F00200 ARB-256SSD 25 $465.00 $11,625.00 UDE Licensing & Unlimited Cloud Storage 7 Panasonic Arbitrator UDE Licensing & Unlimited Cloud Storage (5 years) ARB- 25 $5,780.00 $144,500.00 Cloud device licensing: Unified Digital Evidence with compute, UNLIMITED SOFUDEICV cloud storage, cloud device management, streaming and basic redaction; UC5 Service Entitlements: 24 x 7 Help Desk, Software maintenance and support Note: - Three year version, part ARB-SOFUDEICV-UC3, available for $3680/unit Warranty & Implementation Services 8 Panasonic - Arbitrator HD Mk3 SSD Reader ARB-SSDREAD 1 $219.00 $219.00 Arbitrator SSD Reader - for manual video offload 9 CDS Office Technologies - IT Services ZBLOCKCNET 1 $5,775.00 $5,775.00 Certified Server Software Installation and Configuration, In Vehicle Software Installation and Configuration, Wireless Network Configuration and Testing, Administrator Training 10 Panasonic - 2 year Extended Hardware Warranty for ARB -KIT -HD (years 4 & 5) CF- 25 $405.00 $10,125.00 SVCARB2EX2Y Subtotal: $3011,019.00 Tax (0.000%): $0.00 Shipping: $0.00 Total: $3011,019.00 CDS Office Technologies disclaims any responsibility for product information and products described on this site. Some product information may be confusing without additional explanation. All product information, including prices, features, and availability, is subject to change without notice. Applicable taxes & shipping may be added to the final order. All returns must be accompanied by original invoice and authorized RMA number within 30 days of invoice date and are subject to a 15% restocking fee. Due to manufacturers restrictions, Panasonic items are not eligible for return. Late fees may apply to payments past 30 days from invoice date. Please contact your sales representative if you have any questions. - CUSTOMER: Mount Prospect Police Department ATTENTION: Chief Koziol PHONE: (847) 870-5656 E-MAIL: 4RE/VISTA Price Quote ISSUED: 2/16/2020 7:53 AM EXPIRATION: 4/16/2020 5:00 AM SALES CONTACT: Dan Freveletti DIRECT: E-MAIL: daniet.freveletti@motorolasolutions.com 4RE and VISTA Proposal Total Price $0.00 4RE In -Car System and Options $100.00 $0.00 Part Number Detail Qty Direct 4RE Standard DVR Camera System with $0.00 $117250.00 integrated 2000B automotive grade hard drive, 4RE-STD-GPS-RV2 16GB USB removable thumb drive, rear facing 25.00 $4,795.00 cabin camera, GPS, hardware, cabling and your choice of mounting bracket. CAM-4RE-PAN-NHD Additional Front Camera, 4RE, HD Panoramic 25.00 $200.00 Wireless Video Transfer and Networking Options Part Number Detail Qty Direct 4RE-WRL-KIT-101 4RE In -Car 802.11 n Wireless Kit, 5GHz (2.4 25.00 $200.00 GHz is available by request) Microphone Options Part Number Detail Qty Direct MIC-WRL-DTC-400 Hi-Fi Microphone Desktop Charger, includes 72.00 $99.00 cradle and AC power cord. MIC-WRL-TRN-400 Hi-Fi Microphone Additional/Replacment 47.00 $345.00 Wireless Transmitter. 4RE Hardware Warranties Part Number Detail Qty Direct WAR-4RE-CAR-1ST Warranty, 4RE, In -Car, 1st Year (Months 1-12) 25.00 $0.00 Warranty, 4RE, In -Car, 2nd Year (Months 13- WAR-4RE-CAR-2ND 25.00 $100.00 WAR-4RE-CAR-3RD Warranty, 4RE, In -Car, 3rd Year (Months 25-36) 25.00 $200.00 WAR-4RE-CAR-4TH Warranty, 4RE, In -Car, 4th Year (Months 37-48) 25.00 $325.00 WAR-4RE-CAR-5TH Warranty, 4RE, In -Car, 5th Year (Months 49-60) 25.00 $450.00 WatchGuard Video Technical Services Part Number Detail Qty Direct 415 E. Exchange Parkway • Allen, TX • 75002 Toll Free (800) 605-6734 • Main (972) 423-9777 • Fax (972) 423-9778 Discount Total Price $118.00 $116)925.00 $0.00 $5,000.00 Discount Total Price $0.00 $57000.00 Discount Total Price $99.00 $0.00 $0.00 $16,215.00 Discount Total Price $0.00 $0.00 $100.00 $0.00 $200.00 $0.00 $0.00 $8,125.00 $0.00 $117250.00 Discount Total Price Page 1 of 2 WRTCH GURRD 4RE/VISTA Price Quote SVC-4RE-ONS-400 4RE System Setup, Configuration, Testing and 1.00 $2,500.00 $0.00 $2,500.00 Training (WG -TS) Freight Shipping/ Handling and Processing Charges 1.00 $625.00 $625.00 $0.00 $1651015.00 Evidence Library.com Evidence Library 4 Web Software and Licensing Part Number Detail Qty Direct Discount Total Price ELC-SAH-UNL-SHD Evidencelibrary.com, Software and Hosting, 25.00 $695.00 $0.00 $17,375.00 Unlimited Shared, Annually per device Server Hardware and Software Part Number Detail Qty Direct Discount Total Price HDW-UPL-SRV-501 Server, Upload, 1U, EvidenceLibrary.com, 60 1.00 $4,500.00 $0.00 $47500.00 Concurrent Devices, 5 Year Warranty $21,875.00 Total Estimated Tax, may vary from State to State $0.00 Configuration Discounts Additional Quote Discount $181203.00 $0.00 NOTE: This is only an estimate for 4RE Et VISTA related hardware, software and WG Technical Services. Actual costs related to a turn -key operation requires more detailed discussion and analysis, which will define actual back-office costs and any costs associated with configuration, support and installation. Please contact your sales representative for more details. To accept this quotation, sign, date and return with Purchase Order: 415 E. Exchange Parkway • Allen, TX • 75002 Toll Free (800) 605-6734 • Main (972) 423-9777 • Fax (972) 423-9778 www.WatchGuardVideo.com DATE: Page 2of2 w Agreement No. [•] SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT For EVIDENCELIBRARY.COM This Software as a Service Agreement (this "Agreement") is entered into on [DATE] by and between WatchGuard, Inc., a Delaware corporation with offices located at 415 E. Exchange Parkway, Allen, TX 75002 ("Provider", "we" or "us") and ("Customer" or "you"), to become effective on the Service Date, as defined below. WHEREAS, Provider provides access to its software -as -a -service offerings to its customers; WHEREAS, Customer desires to access certain software -as -a -service offerings described herein, and Provider desires to provide Customer access to such offerings, subject to the terms and conditions set forth in this Agreement. NOW, THEREFORE, in consideration of the mutual covenants, terms, and conditions set forth herein, and for other good and valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows: 1. Definitions. "Access Credentials" means any user name, identification number, password, license or security key, security token, PIN, or other security code, method, technology, or device used, alone or in combination, to verify an individual's identity and authorization to access and use the Services. "Action" means any claim, action, cause of action, demand, lawsuit, arbitration, inquiry, audit, notice of violation, proceeding, litigation, citation, summons, subpoena or investigation of any nature, civil, criminal, administrative, regulatory or other, whether at law, in equity, or otherwise. "Affiliate" of a Person means any other Person that directly or indirectly, through one or more intermediaries, controls, is controlled by, or is under common control with, such Person. The term "control" (including the terms "controlled by" and "under common control with") means the direct or indirect power to direct or cause the direction of the management and policies of a Person, whether through the ownership of voting securities, by contract or otherwise/ownership of more than 50% of the voting securities of a Person. "Authorized User" means Customer's employees, consultants, contractors, and agents (i) who are authorized by Customer to access and use the Services under the rights granted to Customer pursuant to this Agreement and (ii) for whom access to the Services has been purchased hereunder. "Confidential Information" has the meaning set forth in Section 9.1. "Customer Data" means information, data, and other content, in any form or medium, that is collected, downloaded, or otherwise received, directly or indirectly from Customer or an Authorized User by or through the Services or that incorporates or is derived from the Processing of such information, data, or content by or through the Services. For the avoidance of doubt, Customer Data does not include Resultant Data or any other information reflecting the access or use of the Services by or on behalf of Customer or any Authorized User. "Customer Failure" has the meaning set forth in Section 4.2. WGI SaaS Agreement Rev.112918 "Customer Indemnitee" has the meaning set forth in Section 12.1. "Customer Systems" means the Customer's information technology infrastructure, including computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Customer or through the use of third -party services. "Disclosing Party" has the meaning set forth in Section 9.1. "Documentation" means any manuals, instructions, or other documents or materials that the Provider provides or makes available to Customer in any form or medium and which describe the functionality, components, features, or requirements of the Services or Provider Materials, including any aspect of the installation, configuration, integration, operation, use, support, or maintenance thereof. "Fees" has the meaning set forth in Section 8.1. "Force Majeure Event" has the meaning set forth in Section 15.9. "Harmful Code" means any software, hardware, or other technology, device, or means, including any virus, worm, malware, or other malicious computer code, the purpose or effect of which is to (a) permit unauthorized access to, or to destroy, disrupt, disable, distort, or otherwise harm or impede in any manner any (i) computer, software, firmware, hardware, system, or network or (ii) any application or function of any of the foregoing or the security, integrity, confidentiality, or use of any data Processed thereby, or (b) prevent Customer or any Authorized User from accessing or using the Services or Provider Systems as intended by this Agreement. Harmful Code does not include any Provider Disabling Device. "Indemnitee" has the meaning set forth in Section 12.3. "Indemnitor" has the meaning set forth in Section 12.3. "Initial Term" has the meaning set forth in Section 14.1. "Intellectual Property Rights" means any and all registered and unregistered rights granted, applied for, or otherwise now or hereafter in existence under or related to any patent, copyright, trademark, trade secret, database protection, or other intellectual property rights laws, and all similar or equivalent rights or forms of protection, in any part of the world. "Law" means any statute, law, ordinance, regulation, rule, code, order, constitution, treaty, common law, judgment, decree, or other requirement of any federal, state, local, or foreign government or political subdivision thereof, or any arbitrator, court, or tribunal of competent jurisdiction. "Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, interest, awards, penalties, fines, costs, or expenses of whatever kind, including reasonable attorneys' fees and the costs of enforcing any right to indemnification hereunder and the cost of pursuing any insurance providers. "Permitted Use" means any use of the Services by an Authorized User for the benefit of Customer in the ordinary course of its internal business operations. "Person" means an individual, corporation, partnership, joint venture, limited liability entity, governmental authority, unincorporated organization, trust, association, or other entity. "Process" means to take any action or perform any operation or set of operations that the Services are capable of WGI SaaS Agreement Rev.112918 taking or performing on any data, information, or other content, including to collect, receive, input, upload, download, record, reproduce, store, organize, compile, combine, log, catalog, cross-reference, manage, maintain, copy, adapt, alter, translate, or make other derivative works or improvements, process, retrieve, output, consult, use, perform, display, disseminate, transmit, submit, post, transfer, disclose, or otherwise provide or make available, or block, erase, or destroy . "Processing" and "Processed" have correlative meanings. "Provider Disabling Device" means any software, hardware, or other technology, device, or means used by Provider or its designee to disable Customer's or any Authorized User's access to or use of the Services automatically with the passage of time or under the positive control of Provider or its designee. "Provider Indemnitee" has the meaning set forth in Section 12.2. "Provider Materials" means the Services, Specifications, Documentation, and Provider Systems and any and all other information, data, documents, materials, works, and other content, devices, methods, processes, hardware, software, and other technologies and inventions, including any deliverables, technical or functional descriptions, requirements, plans, or reports, that are provided or used by Provider or any Subcontractor in connection with the Services or otherwise comprise or relate to the Services or Provider Systems. For the avoidance of doubt, Provider Materials include Resultant Data and any information, data, or other content derived from Provider's monitoring of Customer's access to or use of the Services, but do not include Customer Data. "Provider Personnel" means all individuals involved in the performance of Services as employees, agents, or independent contractors of Provider or any Subcontractor. "Provider Systems" means the information technology infrastructure used by or on behalf of Provider in performing the Services, including all computers, software, hardware, databases, electronic systems (including database management systems), and networks, whether operated directly by Provider or through the use of third -party services. "Receiving Party" has the meaning set forth in Section 9.1. "Renewal Term" has the meaning set forth in Section 14.2. "Representatives" means, with respect to a party, that party's and its Affiliates' employees, officers, directors, consultants, agents, independent contractors, service providers, sublicensees, subcontractors, and legal advisors. "Resultant Data" means data and information related to Customer's use of the Services and/or information compiled from Customer Data that is used by Provider in an aggregate and anonymized manner, for one or more of the following purposes: (i) to compile statistical and performance information related to the provision and operation of the Services; (ii) to provide routine or Customer -requested maintenance, repairs, analytical or diagnostic services related to the Services, Provider Systems or Customer Data; (iii) to ensure compliance with, or provide updates or revisions to, this Agreement, Service Level performance metrics, or the Services, and policies and protocols related thereto; or (iv) to compile analytical and statistical information for purposes of developing and improving our products and services. "Scheduled Downtime" has the meaning set forth in Exhibit B. "Service Allocation" has the meaning set forth in Section 3.4. "Service Credit" has the meaning set forth in Exhibit B. "Service Date" is the date on which the Customer begins to use the Services. WGI SaaS Agreement Rev.112918 "Service level Failure" has the meaning set forth in Exhibit B. "Services" means the software -as -a -service offering described in Exhibit A. "Specifications" means the specifications for the Services set forth in Exhibit B. "Subcontractor" has the meaning set forth in Section 2.7. "Support Services" has the meaning set forth in Section 5.4. "Term" has the meaning set forth in Section 14.2. "Third -Party Materials" means materials and information, in any form or medium, including any open -source or other software, documents, data, content, specifications, products, equipment, or components of or relating to the Services that are not proprietary to Provider. 2. Services. 2.1 Access and Use. Subject to and conditioned on you and your Authorized Users' compliance with the terms and conditions of this Agreement, we hereby grant to you a non-exclusive, non -transferable (except in compliance with Section 15.8)) right to access and use the Services during the Term, solely for use by Authorized Users in accordance with the terms and conditions herein. Such use is limited to your internal use. We will provide you with Access Credentials as of the Service Date. 2.2 Documentation License. We hereby grant you a non-exclusive, non-sublicensable, non -transferable (except in compliance with Section 15.8) license to use the Documentation during the Term solely for your internal business purposes in connection with its use of the Services. 2.3 Service and System Control. Except as otherwise expressly provided in this Agreement, as between the parties: (a) We have and will retain sole control over the operation, provision, maintenance, and management of the Provider Materials; and (b) You have and will retain sole control over the operation, maintenance, and management of, and all access to and use of, the Customer Systems, and sole responsibility for all access to and use of the Provider Materials by any Person by or through the Customer Systems or any other means controlled by you or any Authorized User, including any: (i) information, instructions, or materials provided by any of them to the Services or us; (ii) results obtained from any use of the Services or Provider Materials; and (iii) conclusions, decisions, or actions based on such use. 2.4 Reservation of Rights. Nothing in this Agreement grants any right, title, or interest in or to (including any license under) any Intellectual Property Rights in or relating to, the Services, Provider Materials, or Third -Party Materials, whether expressly, by implication, estoppel, or otherwise. All right, title, and interest in and to the Services, the Provider Materials, and the Third -Party Materials are and will remain with us and the respective rights holders in the Third -Party Materials. 2.5 Service Management. Each party shall, throughout the Term, maintain within its organization a service manager to serve as such party's primary point of contact for day-to-day communications, consultation, and decision-making regarding this Agreement. Each service manager shall be responsible for providing all day-to-day consents and approvals on behalf of such party under this Agreement. Each party shall ensure its service manager has the requisite organizational authority, skill, experience, and other qualifications to perform in such capacity. WGI SaaS Agreement Rev.112918 4 2.6 Changes. (a) Changes to the Services. We reserve the right, in our sole discretion, to make any changes to the Services and Provider Materials that we deem necessary or useful to: (1) maintain or enhance (i) the quality or delivery of our services to our customers, (ii) the competitive strength of or market for our services, or (iii) the Services' cost efficiency or performance; or (2) to comply with applicable Law. We will notify you of any material change to the Services or Provider Materials. (b) Changes to this Agreement. We may revise, update or supplement this Agreement from time to time. Any such revision, update or supplement shall become effective immediately. We will notify you of any changes to this Agreement, and your continued use of the Services following your receipt of notice means that you agree to the terms and conditions of this Agreement as revised, updated or supplemented. 2.7 Subcontractors. We may from time to time in our discretion engage third parties to perform Services (each, a "Subcontractor"). 2.8 Suspension or Termination of Services. We may, directly or indirectly, and by use of a Provider Disabling Device or any other lawful means, suspend, terminate, or otherwise deny your, any Authorized User's, or any other Person's access to or use of all or any part of the Services or Provider Materials, without incurring any resulting obligation or liability, if: (a) we receive a judicial or other governmental demand or order, subpoena, or law enforcement request that expressly or by reasonable implication requires us to do so; or (b) we reasonably believe that: (i) you or any Authorized User have failed to comply with any material term of this Agreement, or accessed or used the Services beyond the scope of the rights granted or for a purpose not authorized under this Agreement or in any manner that does not comply with any material instruction or requirement of the Specifications; (ii) you or any Authorized User are, have been, or are likely (in our reasonable judgment) to be involved in any fraudulent, misleading, or unlawful activities relating to or in connection with any of the Services; or (iii) this Agreement expires or is terminated. If we suspend your right to access the Services you will remain responsible for payment of Fees you incur during the period of suspension and you will not be entitled to Service Credits during the period of suspension. This Section 2.8 does not limit any of our other rights or remedies, whether at law, in equity, or under this Agreement. 3. Use Restrictions; Service Usage and Data Storage. 3.1 Use Restrictions. You shall not, and shall not permit any other Person to, access or use the Services or Provider Materials except as expressly permitted by this Agreement and, in the case of Third -Party Materials, the applicable third -party license agreement. For purposes of clarity and without limiting the generality of the foregoing, you shall not, except as this Agreement expressly permits: (a) copy, modify, or create derivative works or improvements of the Services or Provider Materials; (b) rent, lease, lend, sell, sublicense, assign, distribute, publish, transfer, or otherwise make available any Services or Provider Materials to any Person, including on or in connection with the internet or any time-sharing, service bureau, software -as -a -service, cloud, or other technology or service; (c) reverse engineer, disassemble, decompile, decode, adapt, or otherwise attempt to derive or gain access to the source code of the Services or Provider Materials, in whole or in part; (d) bypass or breach any security device or protection used by the Services or Provider Materials or access or use the Services or Provider Materials other than by an Authorized User through the use of his or her own then valid Access Credentials; (e) input, upload, transmit, or otherwise provide to or through the Services or Provider Systems, any information or materials that are unlawful or injurious, or contain, transmit, or activate any Harmful Code; (f) damage, destroy, disrupt, disable, impair, interfere with, or otherwise impede or harm in any manner the WGI SaaS Agreement Rev.112918 Services, Provider Systems, or Provider's provision of services to any third party, in whole or in part; (g) remove, delete, alter, or obscure any trademarks, Specifications, Documentation, warranties, or disclaimers, or any copyright, trademark, patent, or other intellectual property or proprietary rights notices from any Services or Provider Materials, including any copy thereof; (h) access or use the Services or Provider Materials in any manner or for any purpose that infringes, misappropriates, or otherwise violates any Intellectual Property Right or other right of any third party (including by any unauthorized access to, misappropriation, use, alteration, destruction, or disclosure of the data of any other Provider customer), or that violates any applicable Law; (i) access or use the Services or Provider Materials for purposes of competitive analysis of the Services or Provider Materials, the development, provision, or use of a competing software service or product or any other purpose that is to our detriment or commercial disadvantage; or (j) otherwise access or use the Services or Provider Materials beyond the scope of or is inconsistent with the authorization granted under this Section 3.1. 3.2 Service Usage. Exhibit A sets forth the subscription terms and Fees for the two designated levels of usage and data storage available for Customer Data (each a "Service Allocation"). We will use commercially reasonable efforts to notify you in writing if your use of the Services exceeds the storage limits or other use parameters of the Service Allocation you have selected, at which point we may mutually agree to adjust your Service Allocation and corresponding Fee obligations in accordance with applicable Specifications. You acknowledge that exceeding your then -current Service Allocation may result in service degradation for you and other of our customers, and you therefore agree that (a) we have no obligation to allow you to exceed your then -current Service Allocation; and (b) you are not entitled to any Service Level Credits for periods during which your use of the Services exceeds your then -current Service Allocation, regardless of whether the Services fail to meet the availability requirements (as defined in Exhibit B) during such period. 3.3 Data Storage. The Customer Data will be stored in a secure, general purpose storage account in a Microsoft Azure data center ("Microsoft" and "MS Data Center") that is located within the United States and that will be compliant with the FBI's Criminal Justice Information Services ("CAS") requirements. You agree that we may transfer the Customer Data to the MS Data Center; provided, however, that except as otherwise provided in this Agreement, you shall retain all right, title and interest in and to the Customer Data at all times, wherever located or stored, and whether in transit or at rest. 4. Customer Obligations. 4.1 Customer Systems and Cooperation. You shall at all times during the Term: (a) set up, maintain, and operate in good repair and in accordance with the Specifications all Customer Systems on or through which the Services are accessed or used; (b) provide Provider Personnel with such access to your premises and Customer Systems as is necessary for Provider to perform the Services in accordance with the Availability Requirement and Specifications; (c) provide all cooperation and assistance as we may reasonably request to enable us to exercise our rights and perform our obligations under and in connection with this Agreement; (d) ensure that your use of the Services is in compliance with applicable laws, rules and regulations; (e) set up and enable any hardware or networks that connect to the Services and ensure that all such hardware and networks properly interact with the Services and its hardware and software component parts; (f) maintain responsibility for the Customer Data before it is uploaded to the Services platform; and (g) establish any security settings you deem necessary and appropriate for your network and Customer Data . 4.2 Effect of Customer Failure or Delay. We are not responsible or liable for any delay or failure of performance caused in whole or in part by your delay in performing, or failure to perform, any of your obligations under this WGI SaaS Agreement Rev.112918 6 Agreement (each, a "Customer Failure"). 4.3 Corrective Action and Notice. If you become aware of any actual or threatened activity prohibited by Section 3.1, you shall, and shall cause your Authorized Users to, immediately: (a) take all reasonable and lawful measures within your or their respective control that are necessary to stop the activity or threatened activity and to mitigate its effects (including, where applicable, by discontinuing and preventing any unauthorized access to the Services and Provider Materials and permanently erasing from their systems and destroying any data to which any of them have gained unauthorized access); and (b) notify us of any such actual or threatened activity. 5. Service Levels and Credits. 5.1 Service Levels. Subject to the terms and conditions of this Agreement, we will use commercially reasonable efforts to make the Services Available as set forth in Exhibit B. 5.2 Service Level Failures and Remedies. In the event of a Service Level Failure, we shall issue a credit to you according to the process specified in Exhibit B. 5.3 Scheduled Downtime. We will use commercially reasonable efforts to schedule Scheduled Downtime at the times and according to the processes set forth in Exhibit B. 5.4 Service Support. The Services include our standard customer support services ("Support Services") in accordance with our service support schedule then in effect from time to time. 6. Data Backup and Redundancy. We will take reasonable measures to provide for Customer Data redundancy by providing for three (3) copies of the Customer Data to be maintained in locally redundant storage ("LRS") within the MS Data Center in which the Customer Data resides. At your request, we may provide for geo-redundant storage ("GRS") for replication of the Customer Data in a secondary MS Data Center that is geographically distant from the first MS Data Center. A GRS election is considered an upgrade of the standard LRS account and will require payment of additional Fees and execution of an addendum to this Agreement. You are responsible for implementing and maintaining all such Customer Data backup and disaster recovery processes you deem appropriate for your local computer systems and information technology infrastructure. 7. Secu rit . 7.1 Provider Systems and Security Obligations. Without limiting the representations, warranties and disclaimers in Section 11 or your obligations under Sections 6, 7.4 and 7.5, we will implement reasonable and appropriate measures designed to help you secure the Customer Data against unlawful loss, access or disclosure. However, (i) we are not responsible for the accuracy, completeness or success of any efforts for replication, restoration, or recovery of Customer Data that you or Microsoft may take; and (ii) we are not liable for damage to, or loss or corruption of Customer Data from any cause, including failure of any storage, replication or redundancy capabilities of any MS Data Center(s) in which Customer Data may be located. 7.2 Data Privacy. Subject to the rights granted to us in Section 10.3, we will not access or use Customer Data except as necessary to maintain or provide the Services, or as necessary to comply with applicable Law or a binding order of a court or governmental agency. We will not (a) disclose Customer Data to any government, government agency or third party, or (b) subject to Section 3.2, move Customer Data except as necessary to comply with applicable Law or a binding order of a court or governmental agency. Unless we are prohibited from doing so by applicable Law, we will give you notice of any such legal requirement or order. 7.3 Prohibited Data. You acknowledge that the Services are not designed with security and access management for Processing the following categories of information: (a) data that is classified and or used on the U.S. Munitions list, including software and technical data; (c) articles, services, and related technical data designated as defense articles or WGI SaaS Agreement Rev.112918 defense services; and (d) International Traffic in Arms Regulations ("ITAR") related data, (each of the foregoing, "Prohibited Data"). You shall not, and shall not permit any Authorized User or other Person to, provide any Prohibited Data to, or Process any Prohibited Data through, the Services, the Provider Systems, or any Provider Personnel. You are solely responsible for reviewing all Customer Data and shall ensure that no Customer Data constitutes or contains any Prohibited Data. 7.4 Customer Control and Responsibility. (a) You have and will retain sole responsibility for: (1) all Customer Data, including its content and use; (2) all information, instructions, and materials provided by or on your behalf or by or on behalf of any Authorized User in connection with the Services; (3) your information technology infrastructure, including computers, software, databases, electronic systems (including database management systems), and networks, whether operated directly by you or through the use of third -party services ("Customer Systems"); (4) the security and use of Access Credentials by you and your Authorized Users; and (5) all access to and use of the Services and Provider Materials directly or indirectly by or through the Customer Systems or your or your Authorized Users' Access Credentials, with or without your knowledge or consent, including all results obtained from, and all conclusions, decisions, and actions based on, such access or use. (b) You understand and agree that all transactions you undertake using the Services are between you and the parties with which you are transacting. Certain features and capabilities of the Services may link you to or provide you with access to third -party content such as networks, websites, and information databases that we do not operate or control ("Third -Party Services"). We are not responsible for your contact with, access to or use of any Third -Party Services or any losses or damage you may experience from such contact, use or access, unless such losses or damages directly resulted from our material breach of our obligations under this Agreement. 7.5 Access and Security. You agree to employ all physical, administrative, and technical controls, screening and security procedures and other safeguards necessary to: (a) securely administer the distribution and use of all Access Credentials and protect against any unauthorized access to or use of the Services; and (b) control the content and use of Customer Data, including the uploading or other provision of Customer Data for Processing by the Services. 8. Fees and Payment 8.1 Fees. You agree to pay us the fees set forth in Exhibit A ("Fees") in accordance with this Section 8. 8.2 Taxes. All Fees and other amounts payable by you under this Agreement are exclusive of taxes and similar assessments. Without limiting the foregoing, you are responsible for all sales, use and excise taxes, and any other similar taxes, duties, and charges of any kind imposed by any federal, state, or local governmental or regulatory authority on any amounts payable by you hereunder, other than any taxes imposed on our income. 8.3 Late Payment. If you fail to make any payment when due then, in addition to all other remedies that may be available: (a) We may charge interest on the past due amount at the rate of 1.5% per month calculated daily and compounded monthly or, if lower, the highest rate permitted under applicable Law; (b) you shall reimburse us for all costs we incur in collecting any late payments or interest, including attorneys' fees, court costs, and collection agency fees; and (c) if such failure continues for thirty (30) days following written notice thereof, we may suspend performance of the Services until all past due amounts and interest thereon have been paid, without incurring any obligation or liability to you or any other Person by reason of such suspension. 8.4 No Deductions or Setoffs. All amounts payable to us under this Agreement shall be paid by you in full without any setoff, recoupment, counterclaim, deduction, debit, or withholding for any reason (other than Service Credits WGI SaaS Agreement Rev.112918 8 issued pursuant to Section 5.2 or any deduction or withholding of tax as may be required by applicable Law). 9. Confidentiality. 9.1 Confidential Information. In connection with this Agreement each party (as the "Disclosing Party") may disclose or make available Confidential Information to the other party (as the "Receiving Party"). Subject to Section 9.2, "Confidential Information" means information in any form or medium (whether oral, written, electronic, or other) that the Disclosing Party considers confidential or proprietary, including information consisting of or relating to the Disclosing Party's technology, trade secrets, know-how, business operations, plans, strategies, customers, and pricing, and information with respect to which the Disclosing Party has contractual or other confidentiality obligations, in each case whether or not marked, designated, or otherwise identified as "confidential". 9.2 Exclusions. Confidential Information does not include information that the Receiving Party can demonstrate by written or other documentary records: (a) was rightfully known to the Receiving Party without restriction on use or disclosure prior to such information's being disclosed or made available to the Receiving Party in connection with this Agreement; (b) was or becomes generally known by the public other than by the Receiving Party's or any of its Representatives' noncompliance with this Agreement; (c) was or is received by the Receiving Party on a non - confidential basis from a third party that, to the Receiving Party's knowledge, was not or is not, at the time of such receipt, under any obligation to maintain its confidentiality; or (d) the Receiving Party can demonstrate by written or other documentary records was or is independently developed by the Receiving Party without reference to or use of any Confidential Information. 9.3 Protection of Confidential Information. As a condition to being provided with any disclosure of or access to Confidential Information, the Receiving Party shall: (a) not access or use Confidential Information other than as necessary to exercise its rights or perform its obligations under and in accordance with this Agreement; (b) except as may be permitted by and subject to its compliance with Section 9.4, not disclose or permit access to Confidential Information other than to its Representatives who: (i) need to know such Confidential Information for purposes of the Receiving Party's exercise of its rights or performance of its obligations under and in accordance with this Agreement; (ii) have been informed of the confidential nature of the Confidential Information and the Receiving Party's obligations under this Section 9.3; and (iii) are bound by confidentiality and restricted use obligations at least as protective of the Confidential Information as the terms set forth in this Section 9; (c) safeguard the Confidential Information from unauthorized use, access, or disclosure using at least the degree of care it uses to protect its similarly sensitive information and in no event less than a reasonable degree of care; (d) promptly notify the Disclosing Party of any unauthorized use or disclosure of Confidential Information and take all reasonable steps to prevent further unauthorized use or disclosure; and (e) ensure its Representatives' compliance with, and be responsible and liable for any of its Representatives' non- compliance with, the terms of this Section 9. (f) notwithstanding any other provisions of this Agreement, the Receiving Party's obligations under this Section 9 with respect to any Confidential Information that constitutes a trade secret under any applicable Law will continue until such time, if ever, as such Confidential Information ceases to qualify for trade secret protection under one or more such applicable Laws other than as a result of any act or omission of the Receiving Party or any of its Representatives. 9.4 Compelled Disclosures. If the Receiving Party or any of its Representatives is compelled by applicable Law to WGI SaaS Agreement Rev.112918 disclose any Confidential Information then, to the extent permitted by applicable Law, the Receiving Party shall: (a) promptly, and prior to such disclosure, notify the Disclosing Party in writing of such requirement so that the Disclosing Party can seek a protective order or other remedy or waive its rights under Section 9.3; and (b) provide reasonable assistance to the Disclosing Party in opposing such disclosure or seeking a protective order or other limitations on disclosure. If the Disclosing Party waives compliance or, after providing the notice and assistance required under this Section 9.4, the Receiving Party remains required by Law to disclose any Confidential Information, the Receiving Party shall disclose only that portion of the Confidential Information that, on the advice of the Receiving Party's legal counsel, the Receiving Party is legally required to disclose. 10. Intellectual Property Rights. 10.1 Provider Materials. We retain all right, title, and interest in and to the Provider Materials, including all Intellectual Property Rights therein and, with respect to Third -Party Materials, the applicable third -party providers own all right, title, and interest, including all Intellectual Property Rights, in and to the Third -Party Materials. You have no right, license, or authorization with respect to any of the Provider Materials except as expressly set forth in Section 2.1 or the applicable third -party license, in each case subject to Section 3.1. We expressly retain all other rights in and to the Provider Materials. In furtherance of the foregoing, you hereby unconditionally and irrevocably grant to us an assignment of all right, title, and interest in and to the Resultant Data, including all Intellectual Property Rights relating thereto. 10.2 Customer Data. As between you and us, you are and will remain the sole and exclusive owner of all right, title, and interest in and to all Customer Data, including all Intellectual Property Rights relating thereto, subject to the rights and permissions granted in Section 10.3. 10.3 Consent to Use Customer Data. You hereby irrevocably grant all such rights and permissions in or relating to Customer Data as are necessary or useful to us, our Subcontractors, and Provider Personnel to (a) provide the Services, (b) enforce this Agreement, (c) compile the Resultant Data, and (d) exercise such rights as we, our Subcontractors, and Provider Personnel may require to perform our obligations hereunder. 11. Representations and Warranties. 11.1 Provider Representations, Warranties, and Covenants. We represent, warrant, and covenant to you that we will perform the Services using personnel of required skill, experience, and qualifications and in a professional and workmanlike manner in accordance with generally recognized industry standards for similar services and will devote adequate resources to meet our obligations under this Agreement. 11.2 Customer Representations, Warranties, and Covenants. You represent, warrant, and covenant to us that you own or otherwise have and will maintain the necessary rights and consents in and relating to the Customer Data so that, as received by us and Processed in accordance with this Agreement, they do not and will not infringe, misappropriate, or otherwise violate any Intellectual Property Rights, or any privacy or other rights of any third party or violate any applicable Law. 11.3 DISCLAIMER OF WARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 11.1 AND 11.21 ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS." WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES OF MERCHANTABILITY, FITNESS FOR A PARTICULAR PURPOSE, TITLE, AND NON -INFRINGEMENT, AND ALL WARRANTIES ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITING THE FOREGOING, WE MAKE NO WARRANTY OF ANY KIND THAT THE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OF THE USE THEREOF, WILL MEET YOUR OR ANY OTHER PERSON'S REQUIREMENTS, OPERATE WITHOUT INTERRUPTION, ACHIEVE ANY INTENDED RESULT, BE COMPATIBLE OR WORK WITH ANY SOFTWARE, SYSTEM, OR OTHER SERVICES, OR BE SECURE, ACCURATE, COMPLETE, FREE OF HARMFUL CODE, OR ERROR FREE. ALL THIRD -PARTY MATERIALS ARE PROVIDED "AS IS" AND ANY REPRESENTATION OR WARRANTY OF OR CONCERNING ANY THIRD -PARTY MATERIALS IS STRICTLY BETWEEN YOU AND THE THIRD -PARTY OWNER OR DISTRIBUTOR OF THE THIRD- WGI SaaS Agreement Rev.112918 10 PARTY MATERIALS. 12. Indemnification. 12.1 Provider Indemnification. We agree to indemnify, defend, and hold harmless you and your officers, directors, employees, agents, permitted successors, and permitted assigns (each, a "Customer Indemnitee") from and against any and all Losses incurred by you or a Customer Indemnitee resulting from any Action by a third party (other than your Affiliate) that your use or an Authorized User's use of the Services (excluding Customer Data and Third -Party Materials) in accordance with this Agreement (including the Specifications) infringes or misappropriates such third party's U.S. Intellectual Property Rights. The foregoing obligation does not apply to the extent that the alleged infringement arises from: (a) Third -Party Materials or Customer Data; (b) access to or use of the Provider Materials in combination with any hardware, system, software, network, or other materials or service that we did not provide or that was not specified for your use in the Documentation; (c) modification of the Provider Materials other than: (i) by or on behalf of us; or (ii) with our written approval in accordance with our written specification; (d) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to you by or on behalf of us; or (e) act, omission, or other matter described, in Section 12.2(a) Section 12.2(b), Section 12.2(c), or Section 12.2(d), whether or not the same results in any Action against or Losses by any Provider Indemnitee. 12.2 Customer Indemnification. You agree to indemnify, defend, and hold harmless us and our Subcontractors and Affiliates, and each of our and their respective officers, directors, employees, agents, successors, and assigns (each, a "Provider Indemnitee") from and against any and all Losses incurred by such Provider Indemnitee resulting from any Action by a third party (other than an Affiliate of a Provider Indemnitee) to the extent that such Losses arise out of or result from, or are alleged to arise out of or result from: (a) Customer Data, including any Processing of Customer Data by us or on our behalf in accordance with this Agreement; (b) any other materials or information (including any documents, data, specifications, software, content, or technology) provided by you or on behalf of you or any Authorized User, including our compliance with any specifications or directions provided by or on behalf of you or any Authorized User to the extent prepared without any contribution by us; (c) allegation of facts that, if true, would constitute your breach of any of your representations, warranties, covenants, or obligations under this Agreement; or (d) gross negligence or more culpable act or omission (including recklessness or willful misconduct) by you, any Authorized User, or any third party on behalf of you or any Authorized User, in connection with this Agreement. 12.3 Indemnification Procedure. Each party shall promptly notify the other party in writing of any Action for which such party believes it is entitled to be indemnified pursuant to Section 12.1 or Section 12.2, as the case may be. The party seeking indemnification (the "Indemnitee") shall cooperate with the other party (the "Indemnitor") at the Indemnitor's sole cost and expense. The Indemnitor shall promptly assume control of the defense and shall employ counsel reasonably acceptable to the Indemnitee to handle and defend the same, at the Indemnitors sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of WGI SaaS Agreement Rev.112918 11 its own choosing. The Indemnitor shall not settle any Action on any terms or in any manner that adversely affects the rights of any Indemnitee without the Indemnitee's prior written consent, which shall not be unreasonably withheld or delayed. If the Indemnitor fails or refuses to assume control of the defense of such Action, the Indemnitee shall have the right, but no obligation, to defend against such Action, including settling such Action after giving notice to the Indemnitor, in each case in such manner and on such terms as the Indemnitee may deem appropriate. 12.4 Mitigation. If any of the Services or Provider Materials are, or in our opinion are likely to be, claimed to infringe, misappropriate, or otherwise violate any third -party Intellectual Property Right, or if you or any Authorized User's use of the Services or Provider Materials is enjoined or threatened to be enjoined, we may, at our option and sole cost and expense: (a) obtain the right for you to continue to use the Services and Provider Materials materially as contemplated by this Agreement; (b) modify or replace the Services and Provider Materials, in whole or in part, to seek to make the Services and Provider Materials (as so modified or replaced) non -infringing, while providing materially equivalent features and functionality, in which case such modifications or replacements will constitute Services and Provider Materials, as applicable, under this Agreement; or (c) by written notice to you, terminate this Agreement with respect to all or part of the Services and Provider Materials, and require that you immediately cease any use of the Services and Provider Materials or any specified part or feature thereof. 12.5 Sole Remedy. THIS SECTION 12 SETS FORTH YOUR SOLE REMEDIES AND OUR SOLE LIABILITY AND OBLIGATION FOR ANY ACTUAL, THREATENED, OR ALLEGED CLAIMS THAT THE SERVICES AND PROVIDER MATERIALS OR ANY SUBJECT MATTER OF THIS AGREEMENT INFRINGES, MISAPPROPRIATES, OR OTHERWISE VIOLATES ANY INTELLECTUAL PROPERTY RIGHTS OF ANY THIRD PARTY. 13. Limitations of Liability. 13.1 EXCLUSION OF DAMAGES. IN NO EVENT WILL WE OR ANY OF OUR LICENSORS, SERVICE PROVIDERS, OR SUPPLIERS BE LIABLE UNDER OR IN CONNECTION WITH THIS AGREEMENT OR ITS SUBJECT MATTER UNDER ANY LEGAL OR EQUITABLE THEORY, INCLUDING BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY, AND OTHERWISE, FOR ANY: (a) LOSS OF PRODUCTION, USE, BUSINESS, REVENUE, OR PROFIT OR DIMINUTION IN VALUE; (b) IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, OTHER THAN FOR THE ISSUANCE OF ANY APPLICABLE SERVICE CREDITS PURSUANT TO SECTION 5.2, (c) LOSS, DAMAGE, CORRUPTION OR RECOVERY OF DATA, OR BREACH OF DATA OR SYSTEM SECURITY, (d) COST OF REPLACEMENT GOODS OR SERVICES, (e) LOSS OF GOODWILL OR REPUTATION, OR (f) CONSEQUENTIAL, INCIDENTAL, INDIRECT, EXEMPLARY, SPECIAL, ENHANCED, OR PUNITIVE DAMAGES, REGARDLESS OF WHETHER SUCH PERSONS WERE ADVISED OF THE POSSIBILITY OF SUCH LOSSES OR DAMAGES OR SUCH LOSSES OR DAMAGES WERE OTHERWISE FORESEEABLE, AND NOTWITHSTANDING THE FAILURE OF ANY AGREED OR OTHER REMEDY OF ITS ESSENTIAL PURPOSE. 13.2 CAP ON MONETARY LIABILITY. IN NO EVENT WILL OUR AGGREGATE LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT, WHETHER ARISING UNDER OR RELATED TO BREACH OF CONTRACT, TORT (INCLUDING NEGLIGENCE), STRICT LIABILITY OR ANY OTHER LEGAL OR EQUITABLE THEORY, EXCEED THE TOTAL AMOUNTS PAID TO US UNDER THIS AGREEMENT IN THE 12 -MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE CLAIM. THE FOREGOING LIMITATIONS APPLY EVEN IF ANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE. 14. Term and Termination. 14.1 Initial Term. The initial term of this Agreement commences as of the Service Date and, unless terminated earlier pursuant any of this Agreement's express provisions, will continue in effect until three (3) years from such date (the WGI SaaS Agreement Rev.112918 12 "Initial Term"). 14.2 Renewal Term. Upon expiration of the Initial Term this Agreement will automatically renew for successive one (1) year terms unless earlier terminated pursuant to this Agreement's express provisions or either party gives the other party written notice of non -renewal at least 90 days prior to the expiration of the then -current term (each a "Renewal Term" and, collectively, together with the Initial Term, the "Term"). 14.3 Termination. In addition to any other express termination right set forth elsewhere in this Agreement: (a) we may terminate this Agreement, effective on written notice to you, if you: (i) fail to pay any amount when due hereunder, and such failure continues more than 30 days after we provide you with written notice thereof; or (ii) breach any of your obligations under Section 3.1, Section 7.3, or Section 9; (b) either party may terminate this Agreement, effective on 30 days written notice to the other party, if the other party materially breaches this Agreement, and such breach: (i) is incapable of cure; or (ii) being capable of cure, remains uncured 30 days after the non -breaching party provides the breaching party with written notice of such breach; and (c) either party may terminate this Agreement, effective immediately upon written notice to the other party, if the other party: (i) becomes insolvent or is generally unable to pay, or fails to pay, its debts as they become due; (ii) files or has filed against it, a petition for voluntary or involuntary bankruptcy or otherwise becomes subject, voluntarily or involuntarily, to any proceeding under any domestic or foreign bankruptcy or insolvency Law; (iii) makes or seeks to make a general assignment for the benefit of its creditors; or (iv) applies for or has appointed a receiver, trustee, custodian, or similar agent appointed by order of any court of competent jurisdiction to take charge of or sell any material portion of its property or business. 14.4 Effect of Termination or Expiration. Upon any expiration or termination of this Agreement, except as expressly otherwise provided in this Agreement: (a) all rights, licenses, consents, and authorizations granted by either party to the other hereunder will immediately terminate; (b) we agree to immediately cease all use of any Customer Data or your Confidential Information and (i) promptly return to you, or at your written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on Customer Data or your Confidential Information; and (ii) subject to Section 14.5, permanently erase all Customer Data and your Confidential Information from all systems we directly or indirectly control; provided that, for clarity, our obligations under this Section 14.4(b) do not apply to any Resultant Data; (c) you agree to immediately cease all use of any Services or Provider Materials and (i) promptly return to us, or at our written request destroy, all documents and tangible materials containing, reflecting, incorporating, or based on any Provider Materials or our Confidential Information, and (ii) permanently erase all Provider Materials and our Confidential Information from all systems you directly or indirectly control; (d) notwithstanding anything to the contrary in this Agreement, with respect to information and materials then in its possession or control: (i) the Receiving Party may retain the Disclosing Party's Confidential Information; (ii) we may retain Customer Data; and (iii) you may retain Provider Materials, in the case of each of subclause (i), (ii) and (iii), in its then current state and solely to the extent and for so long as required by applicable Law; (iv) we may also retain Customer Data in our backups, archives, and disaster recovery systems until such Customer Data is deleted in the ordinary course pursuant to Section 14.5; and (v) all information and materials described in this Section 14.4(d) will remain subject to all confidentiality, security, and other applicable requirements of this Agreement; WGI SaaS Agreement Rev.112918 13 (e) we may disable your Authorized User's access to the Services and the Provider Materials; (f) if you terminate this Agreement pursuant to Section 14.3(b), you will be relieved of any obligation to pay any Fees attributable to the period after the effective date of such termination and we will: (i) refund to you Fees paid in advance for Services that we have not performed as of the effective date of termination; and (ii) pay to you any unpaid Service Credits to which you may be entitled; and (g) if we terminate this Agreement pursuant to Section 14.3(a) or Section 14.3(b), all Fees that would have become payable had the Agreement remained in effect until expiration of the Term will become immediately due and payable, and you agree to pay such Fees, together with all previously -accrued but not yet paid Fees on receipt of our invoice therefor. 14.5 Return of Customer Data. (a) During the Term. You may retrieve Customer Data at any time during the Term. (b) Upon Termination. We will not delete Customer Data for a period of 60 days following termination (the "Post - Termination Retention Period"). During the Post -Termination Retention Period you may retrieve Customer Data only if you have paid all amount due under this Agreement. We will make the Customer Data available to you in a non-proprietary format and assist you with retrieval during the Post -Termination Retention Period. You agree to pay our reasonable expenses, on a time and materials basis, for the assistance we provide in assisting you with retrieval of the Customer Data. WE HAVE NO OBLIGATION TO MAINTAIN THE CUSTOMER DATA BEYOND THE POST-TEMINATION RETENTION PERIOD, AND WE MAY THEREAFTER DELETE THE CUSTOMER DATA, UNLESS LEGALLY PROHIBITED FROM DOING SO, OR UNLESS AN EXTENSION OF THE POST -TERMINATION RETENTION PERIOD IS AGREED TO. Upon your request and provided that you have paid all amounts due under this Agreement, we may agree to a reasonable extension of the Post -Termination Retention Period. If we are legally prevented from deleting the Customer Data beyond the Post -Termination Retention Period you agree to pay all costs associated with continued storage until the Customer Data is either deleted or retrieved by you. 14.6 Surviving Terms. The provisions set forth in the following sections, and any other right or obligation of the parties in this Agreement that, by its nature, should survive termination or expiration of this Agreement, will survive any expiration or termination of this Agreement: Section 3.1, Section 9, Section 11.4, Section 12, Section 13, Section 14.4, Section 14.5, this Section 14.6, and Section 15. 15. Miscellaneous. 15.1 Further Assurances. Upon a party's reasonable request, the other party shall, at the requesting party's sole cost and expense, execute and deliver all such documents and instruments, and take all such further actions, as may be necessary to give full effect to this Agreement. 15.2 Relationship of the Parties. The relationship between the parties is that of independent contractors. Nothing contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form of joint enterprise, employment, or fiduciary relationship between the parties, and neither party shall have authority to contract for or bind the other party in any manner whatsoever. 15.3 Public Announcements. Neither party shall issue or release any announcement, statement, press release, or other publicity or marketing materials relating to this Agreement or, unless expressly permitted under this Agreement, otherwise use the other party's trademarks, service marks, trade names, logos, domain names, or other indicia of source, association, or sponsorship, in each case, without the prior written consent of the other party, which consent shall not be unreasonably withheld; provided, however, that we may, without your consent, include or display your name, logo and other indicia in our lists of current or former customers in promotional and marketing materials. WGI SaaS Agreement Rev.112918 14 15.4 Notices. Any notice, request, consent, claim, demand, waiver, or other communications under this Agreement have legal effect only if in writing and addressed to a party as follows (or to such other address or such other person that such party may designate from time to time in accordance with this Section 15.4): If to Provider: 415 E. Exchange Parkway, Allen, TX 75002 Facsimile: Email: Attention: If to Customer: [CUSTOMER ADDRESS] Facsimile: [FAX NUMBER] Email: [EMAIL ADDRESS] Attention: [NAME AND TITLE OF INDIVIDUAL TO RECEIVE NOTICES] Notices sent in accordance with this Section 15.4 will be deemed effectively given: (a) when received, if delivered by hand, with signed confirmation of receipt; (b) when received, if sent by a nationally recognized overnight courier, signature required; (c) when sent, if by facsimile or email, (in each case, with confirmation of transmission), if sent during the addressee's normal business hours, and on the next business day, if sent after the addressee's normal business hours; and (d) on the third day after the date mailed by certified or registered mail, return receipt requested, postage prepaid. 15.5 Interpretation. For purposes of this Agreement: (a) the words "include," "includes," and "including" are deemed to be followed by the words "without limitation"; (b) the word "or" is not exclusive; (c) the words "herein," "hereof," "hereby," "hereto," and "hereunder" refer to this Agreement as a whole; (d) words denoting the singular have a comparable meaning when used in the plural, and vice -versa; and (e) words denoting any gender include all genders. Unless the context otherwise requires, references in this Agreement: (x) to sections, exhibits, schedules, and attachments mean the sections of, and exhibits, schedules, and attachments attached to, this Agreement; (y) to an agreement, instrument, or other document means such agreement, instrument, or other document as amended, supplemented, and modified from time to time to the extent permitted by the provisions thereof; and (z) to a statute means such statute as amended from time to time and includes any successor legislation thereto and any regulations promulgated thereunder. The parties intend this Agreement to be construed without regard to any presumption or rule requiring construction or interpretation against the party drafting an instrument or causing any instrument to be drafted. The exhibits, schedules, and attachments referred to herein are an integral part of this Agreement to the same extent as if they were set forth verbatim herein. 15.6 Headings. The headings in this Agreement are for reference only and do not affect the interpretation of this Agreement. 15.7 Entire Agreement. This Agreement, together with any other documents incorporated herein by reference, constitutes the sole and entire agreement of the parties with respect to the subject matter of this Agreement and supersedes all prior and contemporaneous understandings, agreements, representations, and warranties, both written and oral, with respect to such subject matter. In the event of any inconsistency between the statements made in the body of this Agreement, the related exhibits, schedules, and attachments and any other documents incorporated herein by reference, the following order of precedence governs: (a) first, this Agreement, excluding its exhibits, schedules, and attachments; (b) second, the exhibits, schedules, and attachments to this Agreement ; and (c) third, any other documents incorporated herein by reference. 15.8 Assignment. Neither party may assign or transfer this Agreement or its rights or obligations hereunder without the prior consent of the other party; provided, that we may assign or transfer this Agreement or any of our rights or obligations hereunder without your consent in connection with (a) the sale of all or substantially all of our stock or assets; (b) a merger or acquisition, whether we are the surviving or disappearing entity; (c) a corporate reorganization; WGI SaaS Agreement Rev.112918 15 or (d) transfer to a subsidiary or affiliate entity. This Agreement is binding upon and inures to the benefit of the parties hereto and their respective successors and permitted assigns. 15.9 Force Majeure. (a) No Breach or Default. In no event will either party be liable or responsible to the other party, or be deemed to have defaulted under or breached this Agreement, for any failure or delay in fulfilling or performing any term of this Agreement, (except for any obligations to make payments), when and to the extent such failure or delay is caused by any circumstances beyond such party's reasonable control (a "Force Majeure Event"), including acts of God, flood, fire, earthquake or explosion, war, terrorism, invasion, riot or other civil unrest, embargoes or blockades in effect on or after the date of this Agreement, national or regional emergency, strikes, labor stoppages or slowdowns or other industrial disturbances, passage of Law or any action taken by a governmental or public authority, including imposing an embargo, export or import restriction, quota, or other restriction or prohibition or any complete or partial government shutdown, or national or regional shortage of adequate power or telecommunications or transportation. Either party may terminate this Agreement if a Force Majeure Event affecting the other party continues substantially uninterrupted for a period of 30 days or more. (b) Affected Party Obligations. In the event of any failure or delay caused by a Force Majeure Event, the affected party shall give prompt written notice to the other party stating the period of time the occurrence is expected to continue and use commercially reasonable efforts to end the failure or delay and minimize the effects of such Force Majeure Event. 15.10 No Third -Party Beneficiaries. This Agreement is for the sole benefit of the parties hereto and their respective successors and permitted assigns and nothing herein, express or implied, is intended to or shall confer upon any other Person any legal or equitable right, benefit, or remedy of any nature whatsoever under or by reason of this Agreement. 15.11 Amendment and Modification; Waiver. No amendment to or modification of or rescission, termination, or discharge of this Agreement is effective unless it is in writing and signed by each party. No waiver by any party of any of the provisions hereof shall be effective unless explicitly set forth in writing and signed by the party so waiving. Except as otherwise set forth in this Agreement, no failure to exercise, or delay in exercising, any rights, remedy, power, or privilege arising from this Agreement will operate or be construed as a waiver thereof; nor shall any single or partial exercise of any right, remedy, power, or privilege hereunder preclude any other or further exercise thereof or the exercise of any other right, remedy, power, or privilege. 15.12 Severability. If any term or provision of this Agreement is invalid, illegal, or unenforceable in any jurisdiction, such invalidity, illegality, or unenforceability shall not affect any other term or provision of this Agreement or invalidate or render unenforceable such term or provision in any other jurisdiction. Upon such determination that any term or other provision is invalid, illegal, or unenforceable, the parties hereto shall negotiate in good faith to modify this Agreement so as to effect the original intent of the parties as closely as possible in a mutually acceptable manner in order that the transactions contemplated hereby be consummated as originally contemplated to the greatest extent possible. 15.13 U.S. Government Rights. The Services are provided to the U.S. government as "commercial items", "commercial computer software", commercial computer software documentation", and "technical data", with the same rights and restrictions generally applicable to the Services. If you are using the Services on behalf of the U.S. government and these terms fail to meet the U.S. government's needs or are inconsistent in any respect with federal law, you agree to immediately discontinue use of the Services. The terms as "commercial items", "commercial computer software", commercial computer software documentation", and "technical data" as used in this Section 15.13 have the same meaning as in the Federal Acquisition Regulation and the Defense Federal Acquisition Regulation Supplement. 15.14 Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the state WGI SaaS Agreement Rev.112918 16 in which your principal headquarters is located. The United Nations Convention for International Sale of Goods does not apply to this Agreement. 15.15 Dispute Resolution. Any dispute or claim relating in any way to this Agreement, your use of the Services, or the Provider Materials will be resolved by binding arbitration, rather than in court. The Federal Arbitration Act and federal arbitration law apply to this Agreement. There is no judge or jury in arbitration, and court review of an arbitration award is limited. However, an arbitrator can award on an individual basis the same damages and relief as a court (including injunctive and declaratory relief or statutory damages), and must follow the terms of this Agreement as a court would. A party who intends to seek arbitration must first send to the other party a notice of dispute, which must include a description of the nature and basis of the claims that the party is asserting and the relief sought. If you and we are unable to resolve the claims described in the notice within 30 days after the notice is sent, you or we may initiate arbitration proceedings. To begin an arbitration proceeding, you must send a letter requesting arbitration and describing your claim to our registered agent Capitol Corporate Services, Inc., P.O. Box 1831, Austin, TX 78767. If we begin an arbitration proceeding, we will send notice to you at the address in Section 15.4. The arbitration will be conducted by the American Arbitration Association ("AAA") under its rules, which are available at www.adr.org or by calling 1-800-778-7879. Payment of filing, administration and arbitrator fees will be governed by the AAA's rules. Attorneys' fees and costs may be awarded by the arbitrator as provided by the AAA's rules. Arbitration will be conducted in the city in which your principal headquarters office is located or another location that we mutually agree to. If the relief sought is $10,000 or less you or we may elect to have the arbitration conducted by telephone or based solely on written submissions, subject to the arbitrator's discretion to require an in-person hearing. WE AND YOU AGREE THAT EACH OF US MAY BRING CLAIMS AGAINST THE OTHER ONLY ON AN INDIVIDUAL BASIS AND NOT AS A PLAINTIFF OR CLASS MEMBER OR REPRESENTATIVE IN ANY PURPORTED CLASS, AND THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN INDIVIDUAL BASIS AND NOT IN A CLASS, CONSOLIDATED OR REPRESENTATIVE ACTION. If for any reason a claim proceeds in court rather than in arbitration we and you waive any right to a jury trial. We and you both agree that you or we may bring suit in court to enjoin infringement or other misuse of Intellectual Property Rights. 15.15 Counterparts. This Agreement may be executed in counterparts, each of which is deemed an original, but all of which together are deemed to be one and the same agreement. A signed copy of this Agreement delivered by facsimile, email, or other means of electronic transmission is deemed to have the same legal effect as delivery of an original signed copy of this Agreement. IN WITNESS WHEREOF, the parties hereto have executed this Agreement as of the date first above written. [CUSTOMER NAME] By: Name Printed: Title: WATCHGUARD, INC. By: Name Printed: Title: WGI SaaS Agreement Rev.112918 17 EXHIBIT A SERVICES, SERVICE ALLOCATION and FEES The Services: Cloud -based, software -as -a -service evidence management data storage platform using Microsoft Azure Government Cloud Storage services fully -hosted in one or more secure Microsoft data centers. Service Allocations and Fees: Plan I (Unlimited) Unlimited Storage available for customers with data retention policies as follows: • a one-year storage period for non -evidentiary recordings; • a 10 -year storage period for evidentiary recordings; and • the video recording policy is event -based (i.e. policies that do not require officers to record entire shifts) For purposes of this Plan, the term "evidentiary recordings" refers to data having relevance to a legal trial or regulatory hearing. Plan costs are based on a per -device basis, which means that the Plan does not have a per- user fee, meaning that an unlimited number of users can access data using the Services. This Plan also features unlimited data sharing, using the Company's CLOUD -SHARE on - premises software. Plan cost is based upon the customer's choice of two options: (a) a per -device fee of $495 per contract year for assigned (i.e., individual use) devices, or (b) a per -device fee of $695 per contract year for pooled (i.e., shared) devices. There is also a $0.03 per GB per device per month for storage that does not meet these requirements. When the actual usage across all devices averages less than 700 GB per device over a contract year, at the end of each calendar year the customer will be rebated an amount equal to $0.03 per GB per month ($0.36 per GB per calendar year) for each GB under 700 GB actually used per device. The rebate is offered in cash or as a credit against future charges for the Services. Plan II (Actual Usage) Plan cost is based upon a per -device fee of $245 per calendar year for assigned (i.e., individual) devices, or $345 per device per calendar year for pooled (i.e., shared) devices, plus a flat fee of $0.03 per GB per device per month. There are no limitations on the number of users who may access data using the Services under this Plan. This Plan is available for both event -based and shift -based video recording policies. WGI SaaS Agreement Rev.112918 18 EXHIBIT B SERVICE LEVEL AGREEMENT (See attached) WGI SaaS Agreement Rev.112918 19