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HomeMy WebLinkAbout8.1 Motion to approve the purchase of the WatchGuard Body Camera SystemItem Cover Page wubject Motion to approve the purchase of the WatchGuard ■ Meetingody Camera System in an amount not to exceed $178,920.00. September2020 A' MEETING OF PROSPECT R O BOARD Fiscal true kollar Amount In Budget Source Capital "®® Mobile VideoRecordings. �,,ategory NEW BUSINESS Type Action PursuantThe Police Department is requesting to purchase a Body Camera System from WatchGuard that will be deployed to support police accountability and public trust. •is law, the body wornactivated when sworn officers conduct!' enforcement r- ! e! activities,or pedestrian stops, arrests,, searches, interrogationsf investigations, pursuits,, as well as crowd and traffic control. Earlier in 2020,, the Police Department purchased the WatchGuard Mobile Video Recording (MVR) System to replace the outdated in -car camera The ! ! !' ! Camera integrate with these car cameras and will capture events from multiple vantage points (in car and body camera footage). Once synced together, the body camera will also serve as the microphone for the in -car recorder and a single incident"s recording from multiple cameras will be viewable from one location. This system will assist the Police Department in meeting community expectations and provide greater levels of transparency regarding police operations. When researching vendors for the in -car camera system, staff reviewed the feasibility of a future integration with a body camera system at that time. The WatchGuard Systems (in -car and body camera) provided the most clear, 1 panoramic video recordings observed in an easy to use system that would best meet the operational needs of the Police Department. The WatchGuard Body System Camera provides Criminal Information (CJIS) protected, cloud -based storage where the recordings are encrypted and transmitted to the cloud after being placed in a "transfer station." The transfer stations also serve as charging devices for the body cameras. Staff received a detailed quote from WatchGuard for $178,,920-00. This quote provides everything that will be required to make the Body Camera Program operational in a cloud -based storage environment. The quote includes 85 body cameras. Each sworn officer (83 total) will be issued their own body camera to care for and maintain, while also equipping the Department with enough cameras to record large scale events (where multiple officers are working at the same time). The two additional cameras will be kept on hand should maintenance be required on one of the assigned cameras. The quote includes twelve (12) transfer stations that will be strategically positioned in the Police Headquarters to allow for recording uploads and camera charging. The quote also includes in -vehicle docking stations that enable the body cameras to sync to the in -car cameras in the front-line patrol vehicles. This purchase also includes additional batteries should staff be deployed in the field for prolonged periods of time as well as a 3- /' no-fault warranty. Additionally, this quote includes Redactive Software that enables the Police Department to blur the images of uninvolved parties or vehicles when preparing videos for release to the courts. This redaction is required to protect the identity of uninvolved parties who may appear in videos created while the officers are handling incidents in the field. Lastly, quote includes 1 -year of software support and cloud -based data storage. This will allow for a 90 day storage of all recordings, and a 2 -year storage of all recordings that are required to be retained for this period per the Illinois Body Camera Act (e.g. arrests, use of force incidents, citizen complaints,, etc). Software support and unlimited cloud -based storage $41,085-00 / ! WatchGuard is the sole source provider of their in -car and body camera systems. Since the WatchGuard d camera system is the only system ! the WatchGuard in -car camera system, which the Department recently purchased,, it would not be practical to use another vendor"s body camera system. With the purchase of the WatchGuard Body Camera System, the Police Department 2 have an integrated recording system with body camera and in -car recordings that will be viewable from one media platform. A copy of the WatchGuard Video Sole Source Letter is attached. Based on • outlined above, staff recommends• Board . • the purchase of the WatchGuard Body Camera System at a cost not to exceed $178,920.00. Funds are available in the Capital Investment - Mobile Video Recordings Account 1 2 0.6 0 90.0 0 1 7.6 6 5.0 5 • Staff will seek grantcost of _ from the Illinois Camera Grant Program if such grant is announced. It is anticipated that if this Irant is announced, it will be offered late in FY 2020. Alternatives Accept the proposal from WatchGuard to purchase a Body Camera System at a cost not to exceed $178,920-00. 1. Action i ion of the Village Board. Staff Recommendation Accept the proposal fromWatchGuardtopurchaseB•• Camera at !' cost not to exceed $178,,920-00. ATTACH M E NTS: Watch Guard Body Camera Quote.pdf WatchGuard Body Camera Agreement.pdf WatchGuard Cloud Addendum .pdf WatchGuard Sole Source Letter 2020. pdf V? - CUSTOMER: Mount Prospect Police Department ATTENTION: Tim Griffin PHONE: 847-870-5656 E-MAIL: 4RE/VISTA Price Quote ISSUED: 9/4/2020 1:57 PM EXPIRATION: 4/1/2021 6:00 AM SALES CONTACT: Dan Freveletti DIRECT: E-MAIL: daniet.freveletti@motorolasolutions.com V300 Proposal VISTA HD Cameras and Options Part Number Detail Qty Direct Discount Total Price VIS-300-BWC-001 V300, Body Worn Camera, 1080P, 85.00 $995.00 $100.00 $76,075.00 WiFi/Bluetooth with Removable Battery VIS-300-VTS-KIT Transfer Station II Kit, Incl. Power Ft AC 12.00 $11495.00 $300.00 $14,340.00 Cables, Label and Docs VIS-300-CHG-001 V300, USB Dock, D300, Desktop Charge/Upload 2.00 $95.00 $95.00 $0.00 Kit Incl. Power and USB Cables V300, USB In -Vehicle Dock, D320, VIS-300-VEH-001 Charge/Upload, Incl. Cables, Charge Guard 3.00 $249.00 $249.00 $0.00 and Brackets VIS-300-VEH-002 V300, WiFi Dock, D330, In -Vehicle 25.00 $295.00 $50.00 $61125.00 Charge/Upload Kit, Inc[, Cables and Brackets VIS -300 -BAT -RMV V300, Battery, Removable and Rechargable, 10.00 $99.00 $25.00 $740.00 3.8V, 4180mAh WAR -300 -CAM -NOF Warranty, V300 3 Year, No -Fault 85.00 $450.00 $150.00 $25,500.00 Shipping and Handling Part Number Detail Qty Direct Discount Total Price Freight Shipping/ Handling and Processing Charges 1.00 $1,515.00 $0.00 $1,515.00 $130.9545.00 4RE and VISTA Proposal Additional Software and Licensing 415 E. Exchange Parkway • Allen, TX • 75002 Toll Free (800) 605-6734 • Main (972) 423-9777 • Fax (972) 423-9778 www.WatchGuardVideo.com Page 1 of 2 4 4RE and VISTA Proposal WatchGuard Video Technical Services 4RE/VISTA Price Qty Direct Discount Quote BRK-DV1-MIC-100 Smart PoE Part Number Detail Qty Direct Discount Total Price KEY-WGV-RED-E01 Software, REDACTIVE(sm), Enterprise User 1.00 $5,995.00 $500.00 $5,495.00 License, Rev 3.0 Direct Discount Total Price Freight Shipping/ Handling and Processing Charges WAR-WGR-MNT-3YR REDACTIVE(sm), Software Support Et Maintenance, 3 -Year Bundle 1.00 $2,795.00 $1,000.00 $1,795.00 Shipping and Handling $0.00 Part Number Detail Qty Direct Discount Total Price Freight Shipping/ Handling and Processing Charges 1.00 $0.00 $0.00 $0.00 $7,290.00 4RE and VISTA Proposal WatchGuard Video Technical Services Part Number Detail Qty Direct Discount Total Price BRK-DV1-MIC-100 Smart PoE 25.00 $250.00 $250.00 $0.00 Shipping and Handling Part Number Detail Qty Direct Discount Total Price Freight Shipping/ Handling and Processing Charges 1.00 $0.00 $0.00 $0.00 $0.00 Total Estimated Tax, may vary from State to State $0.00 Configuration Discounts $357037.00 Additional Quote Discount $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 5 r,t � oil Agreement No. [•] SOFTWARE AS A SERVICE SUBSCRIPTION AGREEMENT For EVIDENCELIBRARY.COM This Software as a Service Agreement (this "Agreement"), effective as of [DATE] (the "Effective Date"), is by and between WatchGuard, Inc., a Delaware corporation with offices located at 415 Century Parkway, Allen, TX 75013 ("Provider", "we" or "us") and ("Customer" or "you"). 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.010218 X "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.010218 7 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. "Service Allocation" has the meaning set forth in Section 3.2. "Services" means the software -as -a -service offering described in Exhibit A. WGI SaaS Agreement Rev.010218 "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 your 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 Effective Date. 2.2 Documentation License. We hereby grant you a non-exclusive, non-sublicenseable, 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. 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. WGI SaaS Agreement Rev.010218 4 9 (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. 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 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; WGI SaaS Agreement Rev.010218 10 (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. 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 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 WGI SaaS Agreement Rev.010218 11 unauthorized access); and (b) notify us of any such actual or threatened activity. 5. Service Levels. 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 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 Customer with locally redundant storage ("Local Storage") within the data center in which the Customer Data resides. At your request, we may provide for geo- redundant storage ("Geo Storage") for replication of the Customer Data in a secondary data center that is geographically distant from the first data center. A Geo Storage election is considered an upgrade of the standard Local Storage 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. Security. 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 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 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, WGI SaaS Agreement Rev.010218 12 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 theServices. 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 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 WGI SaaS Agreement Rev.010218 13 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 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. WGI SaaS Agreement Rev.010218 14 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 controller and 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) to analyze the Customer Data to (i) operate, maintain, manage, and improve our products and services, and (ii) create new products and 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 -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 WGI SaaS Agreement Rev.010218 10 15 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 Indemnitor's sole cost and expense. The Indemnitee may participate in and observe the proceedings at its own cost and expense with counsel of 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: WGI SaaS Agreement Rev.010218 11 16 (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 (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 FIRST CLAIM MADE BY CUSTOMER. 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 Effective 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 "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 WGI SaaS Agreement Rev.010218 12 17 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 ResultantData; (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 thisAgreement; (e) we may disable your and 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 refund to you Fees paid in advance for Services that we have not performed as of the effective date of termination; 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. WGI SaaS Agreement Rev.010218 13 • 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. 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 Century Parkway, Allen, TX 75013 Facsimile: Email: Attention: If to Customer: [CUSTOMER ADDRESS] WGI SaaS Agreement Rev.010218 14 19 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 as of the Effective Date; 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; 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 Maieure. (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 WGI SaaS Agreement Rev.010218 15 20 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 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 WGI SaaS Agreement Rev.010218 16 21 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: WGI SaaS Agreement Rev.010218 WATCHGUARD, INC. By: Name Printed: Title: 17 22 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.010218 18 23 EXHIBIT B Cloud Addendum (See attached) WGI SaaS Agreement Rev.010218 19 24 CLOUD ADDENDUM EVIDENCELIBRARY.COM The following Cloud Addendum (the "Addendum") is being provided as an Addendum and becomes a part of the Software as a Service Subscription Agreement for Evidencelibrary.com (the "Agreement") and sets forth the cloud terms relating to Customer's use of the Services thereunder. Provider If any term in this Addendum conflicts with a term in the main body of the Agreement, this Addendum will govern. 1. DATA STORAGE. Provider will determine, in its sole discretion, the location of the stored content for the Services, provided that all content for North American Customers will reside within North America and all content for U.S. government Customers will reside within the United States. 2. DATA RETRIEVAL. Evidencelibrary.com will leverage different types of storage to optimize the Services, as determined in Provider's sole discretion. For multimedia data, such as videos, pictures, audio files, Provider will, in its sole discretion, determine the type of storage medium used to store the content. The type of storage and medium selected by Provider will determine the data retrieval speed. Access to content in archival storage may take up to 8 hours to be viewable. 3. API SUPPORT. Provider will use commercially reasonable efforts to maintain the Application Programming Interface ("API") offered as part of the Services during the term of this Addendum. APIs will evolve and mature over time, requiring changes and updates. Previous versions of APIs will be supported for a minimum of a 6 month time period after new version is introduced. If support of the API is no longer a commercially reasonable option, Provider will provide reasonable advance notification to Customer. If an API presents a security risk to the Subscription Services or the Solution, Provider will discontinue an API without prior warning. 4. SERVICE LEVEL TARGETS. Commercially reasonable efforts will be made to provide monthly availability of 99.9% with the exception of maintenance windows. There are many factors beyond Provider's control that may impact Provider's ability to achieve this goal, including but not limited to a Force Majeure. Additionally, Provider will strive to meet the response time goals set forth in the table below. RESPONSE TIME GOALS SEVERITY LEVEL DEFINITION RESPONSE TIME 1 Total System Failure - occurs when the System Telephone conference is not functioning and there is no workaround; within 1 Hour of initial such as a Central Server is down or when the voice notification workflow of an entire agency is not functioning. This level is meant to represent a major issue that results in an unusable System, Subsystem, Product, or critical features. No work around or immediate solution is available. 25 2 Critical Failure - Critical process failure occurs Telephone conference when a crucial element in the System that does within 3 Business Hours not prohibit continuance of basic operations is of initial voice not functioning and there is usually no suitable notification during work -around. Note that this may not be normal business hours applicable to intermittent problems. This level is meant to represent a moderate issue that limits a Customer's normal use of the System, Subsystem, Product or major non-critical features. 3 Non -Critical Failure - Non -Critical part or Telephone conference component failure occurs when a System within 6 Business Hours component is not functioning, but the System is of initial notification still useable for its intended purpose, or there is during normal business a reasonable workaround. This level is meant to hours represent a minor issue that does not preclude use of the System, Subsystem, Product, or critical features. 4 Inconvenience - An inconvenience occurs when Telephone conference System causes a minor disruption in the way within 2 Standard tasks are performed but does not stop Business Days of initial workflow. This level is meant to represent very notification minor issues, such as cosmetic issues, documentation errors, general usage questions, and product or System Update requests. 5. MAINTENANCE Scheduled maintenance of the Services will be performed periodically. Provider will make commercially reasonable efforts to notify customers a week in advance. Unscheduled and emergency maintenance may be required from time to time. Provider will make commercially reasonable efforts to notify customers of unscheduled or emergency maintenance 24 hours in advance. 6.5 Wi-Fi Network Requirements 6.5.1 If any of the below items apply, additional deployment services fees may apply: • Customer's internet is through county/city IT, strict firewall policies, not able to install software on PC's • Customer requires multiple upload locations through different internet providers at each site • Customer has slow internet (<20MBps or higher for 4k video upload) • Customer doesn't have Wi-Fi • Customer doesn't use Google Chrome or uses Google Chrome but has conflicting Chrome extensions • Customer requires multiple upload locations • Customer has multicast disabled on their wireless network • Customer wants to utilize MAC address filtering 6.5.2 The following are not supported: 26 Wi-Fi AP's do not support 802.11AC Customer AP does not support DNS -SD, and/or the Apple Bonjour suite 27 f, i 21 St of January 2020 Prospective WatchGuard Video Customer Reference: WatchGuard Video Sole Source Letter To whom it may concern: WatchGuard Video is the exclusive and sole manufacturer of the DV -1 Digital In -Car Video System, the 4RE Digital In -Car Video System, the High Fidelity Wireless Microphone System, and the VISTA and V300 wearable camera systems. With the exception of the following agreements, these products are represented and sold only by WatchGuard Video Regional Sales Managers selling factory direct in protected sales territories. The exceptions to this are agreements allowing resellers to distribute WatchGuard products on a General Services Administration Contract (GSA), and State Contracts in Pennsylvania, Louisiana, and New Jersey. WatchGuard is the only company able to provide warranties and maintenance for the above-mentioned products. Additionally, several important and unique features are available only with these products; DV -1 and 4RE Unique Features • Record -After -The -Fact provides the ability to retrieve video not previously recorded as an event for up to 60 hours of ignition time for retrieval and downloading. • Through the automatic media overflow function, a DVD (DV -1) or Removable USB Drive (4RE) can be full and the hard drive buffer stores all video until a new DVD or USB Drive is placed in the system. At that time all of the recorded events are captured without 1 second of loss. DV -1 • The system records digital video onto rewritable DVD -Video discs that play in consumer DVD players, allowing for the actual evidence recorded in the car to be the exact evidence presented in court. The system records pre and post event as part of the same Title and not separated. The DVD burning process happens in real-time, and while in motion. • Supervisors can recover up to 6 of the previous DVDs recorded in the event a DVD is damaged. The system creates a mirror image of the original. • The DVD recorder is isolated from shock and vibration using a silicone -oil dampened suspension system. • The complete system is offered in a 1 -Piece overhead mounted version that mounts conveniently using an overhead mounting bracket. III III IIII IIII e. ...,8('11)) 605 34 N,Aahri � 9..72)423 9III����� a x', 9..72)42 . .� S.�� .� .. ? 29 f, i 4RE • 4RE is the only high-definition digital in -car video system available today that features the Patented multiple resolution encoding. This allows the front camera to record in two different IACP compliant resolutions simultaneously, allowing the most critical events to be saved in 720P high-definition and the routine events to be saved in 480P (864x480) resolution. • 4RE exclusively offers the Panoramic X2 camera, manufactured only by WatchGuard Video, which is the industry's only dual lens, rotatable turret camera which houses a 68 -degree rotatable camera and a 150 degree panoramic camera. Wireless Microphone • The Hi-Fi microphone has near CD quality high fidelity sound, a line of sight range of one to two miles, and superior building penetration capabilities. • Using patent pending intelligent standby and a lithium polymer battery gives the microphone its extraordinary battery life of up to 24 hours of talk time, and up to 30 days of standby time. • The wireless microphone holsters are manufactured exclusively for WatchGuard and manufactured to WatchGuard transmitter specification. VISTA • VISTA is constructed with industrial grade components and is manufactured in the U.S.A. It is capable of recording both High Definition and Standard Definition video, and battery life capable of recording at least 9 continuous hours of HD video. VISTA has other unique features, including: o The only wearable camera to integrate with the WatchGuard Video Evidence Library and Evidence Library Express video and evidence management applications. o Record -After -The -Fact which gives the ability to retrieve video not previously recorded as an event o Quick Connect Mobile Charger V300 • The WatchGuard V300 HD body camera and its continuous -operation capabilities solve the dilemma of keeping cameras and officers productive beyond a 12 -hour shift. A detachable battery is easily changed by the officer, and 128GB of memory ensures space for all recorded events. The only wearable camera to integrate with the WatchGuard Video Evidence Library and Evidence Library Express video and evidence management applications. o Detachable Battery - Easily change the WatchGuard V300 detachable battery while on the go. o Wireless Uploading - Send critical video back to headquarters while still in the field. ' I'llX111 . )3 * � „ t("111'11(I i I i aiird\/iii d e o c o iir� '�i 30 f, i o Incident Recovery - Go back in time and capture video from events days after they happened, even when the record button was never pressed. o Natural Field of View - Eliminate the fisheye effect from wide-angle lenses that warps video footage. Distortion correction technology provides a clear and complete evidence review process. o Integrated with In -Car System - One or more WatchGuard V300 cameras and a 4RE in -car system can work seamlessly as a single system, capturing synchronized video of an incident from multiple vantage points. Respectfully submitted, Troy Montgomery Director of Sales WatchGuard Video, Inc. IIII..I.� I:���� I ���;��.��� i� .. ����.�� ��.... ., 1. 23 9 778 31