HomeMy WebLinkAboutA8579 - WATCHGUARD VIDEO INCPURCHASING AND SERVICES AGREEMENT
This Purchasing and Services Agreement (the "Agreement's is entered into on July 30th 2020 by and between WatchGuard
Video, Inc., a Delaware corporation with offices located at 415 E. Exchange Pkwy., Allen, TX 75002 ("WatchGuard", "we", or "us")
and the City of Palm Springs 3200 E. Tahquitz Canyon Way, Palm Springs, CA 92262 (Agency", or "you"). WatchGuard and the
Agency may be referred to individually as a "Party" and collectively as the "Parties.
WHEREAS, WatchGuard sells in -car and body -worn camera systems, components and peripheral devices and related
evidence management software and support services for use by law enforcement agencies (collectively, the "WatchGuard
Products and Services'); and
WHEREAS, the Agency wishes to purchase from WatchGuard the WatchGuard Products and Services listed on the
schedules and Scope of Work attached to this Agreement, and WatchGuard desires to .provide the WatchGuard Products and
Services to the Agency in accordance with, and subject to, the terms and condition s set forth in this Agreement.
1. DEFINITIONS
"Action" means any claim, act ion, 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, orotherwise.
"Agency Content" means information, data, and other content, in any form or medium, that is collected, downloaded,
compiled or processed by the Agency using the Software, by or through the Services or that incorporates or is derived from
the processing of such information, data, or content by or through the Software or the Services.
"Agreement" means this agreement, including any Schedule, Scope of Work and/or Amendment attached hereto and
incorporated herein from time to time.
"Amendment" means a modification or change to this Agreement that is mutually agreed upon by WatchGuard and the Agency in
writing.
"Confidential Information" means in format ion in any form or medium (whether oral, written, electronic, or other) that a Party
considers confidential or proprietary, including information consisting of or relating to the disclosing Party's Intellectual Property
Rights (defined below) 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 "c confidential" .
"Effective Date"means July 30. 2020
"Hardware" means the camera systems, connectors, components and peripheral devices, and related device licenses, listed in
Schedule 1 to this Agreement.
"Hardware Maintenance Plan" means our agreement to maintain and support the Hardware, as set forth in Schedule 2 to this
Agreement.
"Intellectual Property Rights" means all intellectual and proprietary rights, including but not limited to, invention and patents
for inventions, know-how, trade secrets, copyrights and trademark s.
" Loss es" 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.
"Project Manager" means, for each of WatchGuard and the Agency, the person designated as the Party's principal point of
contact for administering and coordinating such Party's responsibilities under this Agreement, including management and
oversight of the day-to-day work required of such Part y.
"Scope of Work" means the Scope of Work prepared by WatchGuard and agreed to by the Agency, and attached to this
Agreement as Schedule 1, plus all exhibits, appendices, and Amendments thereto, and the implementation, technical, and
functional specifications set forth therein.
"Services" means all work described in Schedule 1 required to be performed by WatchGuard to deploy, install, configure,
integrate, and render operational the Hardware and the Soft ware .
"Software" means the WatchGuard proprietary evidence management platform described in Schedule 1. Software does not include
any Third -Party Materials, software applications or commercially available software application, package or platform developed by
the Agency or licensed to the Agency directly from a third party.
"Software Maintenance Plan" means our agreement to maintain and support the Software, as set forth in Schedule 3 to this
Agreement.
"Specifications" means all specifications describing thefeatures, functionality, and performance ofthe System, and identifying
the Software and Hardware functions and capabilities needed to implement such features, functionality, and performance.
"Subcontractor" means any person or entity, other than an employee or affiliate of WatchGuard, that contracts with
WatchGuard to perform Services.
"Support Services" has the meaning set forth in Section 2.5.
"System" means the Hardware and the Software together as configured, integrated, interconnected and implemented as
described in the Scope of Work attached as Schedule 1 to this Agreement.
"Term" shall have the meaning set forth in Article Vlll.
"Third�Party Materials" means materials, information, software, equipment, or components of or relating to the Services that
are not proprietary to WatchGuard, or not otherwise approved by WatchGuard for use with the WatchGuard Products and
Services, the Software, the Hardware, or the System.
"Warranties" means the warranties for the Hardware and Software listed on Schedule 2 and Schedule 3 to this Agreement,
respectively, and as described in Article V of this Agreement.
"WatchGuard Materials" means the Services, Specifications, and 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
WatchGuard or any Subcontractor in connection with the Services or otherwise comprise or relate to the WatchGuard Products
and Services or Systems.
"WatchGuard Products and Services" means the camera hardware systems and components, the software, and the support
services listed and described in Schedules 1. 2. and 3 attached hereto and incorporated herein.
Il. WATCHGUARD OBLIGATIONS
2.1. System Delivery According to the Specifications, and in accordance with the requirements set forth in Schedule 1 we will
provide or cause to be provided, either (i) on -site or remote installation of the System, including without limitation, the Hardware
and Software, by our employees or by a Subcontractor reasonably acceptable to you; or (ii) the Software, for your installation and
configuration on your computer systems and infrastructure, without our provision of Services.
2.2. . WatchGuard Work. Where called for in Schedule 1 we will plan, design, develop, deliver, install, render operational,
implement and support the System, and provide the Agency with all related deliverables and Services necessary to fulfill our
obligations under this Agreement. Without limiting the foregoing, we will provide, or provide through a Subcontractor
reasonably acceptable to the you, all labor, equipment, accessories, tools, and other items and do all work required to meet
the Specifications and fulfill the requirements of the Scope of Work, where the same are not expressly set forth in this
Agreement as being your responsibility.
2.3. Desionation of Project ManaaPr. We will designate an employee to serve as Project Manager; provided, that we may
replace our Project Manager at any time, and from time to time, upon prior notice to you, with one or more employees having similar
knowledge, skills and abilities.
2.4. Training. We will provide designated Agency personnel on -site and/or remote training reasonably required to ensure
that such personnel are capable of properly and efficiently operating and maintaining the System. The training program is
more specifically described in the Scope of Work.
2.5. Maintenance and Su000rt Services. We will make available to you ongoing maintenance and support services as
described in the Scope of Work and/or the Warranties. the Hardware Maintenance Plan; and the Software Maintenance Plan. Such
support may include, but may not be limited to, updates to the Software or Hardware necessary for the Software or Hardware to
continue to meet Warranty requirements and/or the Specifications.
2.6. Insurance. While performing the Services and during the Term, we will maintain in force and effect Commercial
General Liability Insurance, Workers Compensation Insurance, and Commercial Automobile Insurance in amounts sufficient to
cover our obligations under this Agreement, and will furnish you with certificates of insurance upon your request. The
Commercial General Liability insurance policy shall include an endorsement naming the Agency as an additional insured.
111. AGENCY OBLIGATIONS
3.1. Aooroval. You agree to confer, coordinate and cooperate with us to approve and accept the WatchGuard Products
and Services, the System and the Specifications prior to us beginning to perform the Services. Notwithstanding the foregoing,
your approval shall not operate as a waiver by you of any rights you may have under this Agreement, the Warranties, the
Hardware Maintenance Plan, or the Software Maintenance Plan with regard to any non -conforming or defective WatchGuard
Products and Services.
3.2. Desionation of Project Manager. You agree to designate an employee to serve as Project Manager; provided, that you
may replace your Project Manager at any time, and from time to time, upon prior notice to us with one or more employees
having similar knowledge, skills and abilities.
3.3. Access. You agree to provide our employees and approved Subcontractors access to Agency premises and equipment
sufficient to allow us to perform the Services according to the Specifications, and to make Agency personnel, including your Project
Manager, available at reasonable times and upon our prior request, to facilitate our access to Agency premises and equipment.
3.4. Ooeration of the System. You will be responsible for (a) use of the WatchGuard Products and Services by your
employees, agents, contractors, and end -users: (b) Agency Content or the combination of Agency Content with other
applications, content or processes, including any claim involving alleged infringement or misappropriation of third party rights
by Agency Content or the use of Agency Content; (c) disputes between you and any third party over your use of the
WatchGuard Products and Services or the collection or use of Agency Content; and (d) any hardware or networks that we do
not authorize, approve or provide that you connect to or use in connection with the Software or Hardware following
performance of the Services.
3.5. Payment of Fees. You agree to pay us the fees set forth in any invoice we submit to you for the Services, or in the
Statement of Work, as it may be amended or supplemented by agreement of the Parties from time to time.
IV. INDEMNIFICATION
4.1. Indgmnihcatioe.bv WatrhGuard We will indemnify and defend you and your officers, directors, employees, agents,
permitted successors and permitted assigns (each, an "Agency indemnitee') from and against anyand all Losses incurred by
the Agency or an Agency Indemnitee resulting from any Action by a third party alleging (i) that your use of the Software
(excluding Agency Content and Third -Party Materials) in accordance with this Agreement (including the Specifications)
infringes or misappropriates such third party's U.S. Intellectual Property Rights; or (ii) negligent acts, errors or omissions, or
willful misconduct of WatchGuard under or related to this Agreement, or performance of the Services. The foregoing obligation
does not apply to the extent that the Action arises from:
(i) Third -Party Materials or Agency Content;
(ii) access to or use of the WatchGuard 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 Agency use in the Scope of Work or Specifications;
(iii) modification of the WatchGuard Materials other than: (a) by or on behalf of us; or (b) with our written approval in
accordance with the Specifications;
(iv) failure to timely implement any modifications, upgrades, replacements, or enhancements made available to you by or on
behalf of us; or
(v) act, omission, or other matter described in Articles III, IV. VII. or IX whether or not the same results in any Action against or
Losses by any WatchGuard Indemnitee.
V. WARRANTIES
3.1. Lja[djUare Warranty. We will provide you with warranty coverage for the Hardware upon the terms set forth in
Schedule 2.
5.2. Software Warranty. We will provide you with the warranty coverage for the Software as set forth in Schedule 3.
5.3. Warranty Limitations. Except for the express warranties set forth in the WatchGuard Warranties, all WatchGuard
Products and Services are provided "as is." 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.
5.4 Performance of Services, We warrant and represent to you that all of the WatchGuard Products and Services to be
performed or provided pursuant to this Agreement shall be performed and provided with care, expertise, skill, and diligence
generally consistent with prevailing industry standards and expertise by companies providing or performing similar products and
services.
VI. INTELLECTUAL PROPERTY RIGHTS
6.1. WatchGuard Materials. We hereby grant to you a nonexclusive, perpetual, royalty -free license to use the Software
consistent with the purposes of this Agreement. Except for the license rights in the Software expressly granted to you under
this Agreement, we retain all right, title, and interest in and to the WatchGuard Materials, including all Intellectual Property
Rights therein. 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 WatchGuard Materials except as expressly set forth in this Agreement. We expressly retain all rights in
and to the WatchGuard Materials not expressly granted herein.
6.2. Agency Content. 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 Agency Content, including all Intellectual Property Rights relating thereto. Provided however, you hereby
grant all such rights and permissions in or relating to the Agency Content as are necessary or useful to us or our
Subcontractors, to (a) provide the Services, (b) enforce this Agreement, and (c) exercise such rights as we or our
Subcontractors may require to perform our obligations hereunder.
VII. CONFIDENTIAL INFORMATION
7.1. Disclosure. In connection with this Agreement each Party may disclose or make available Confidential Information to the
other Party. Each Party will take all reasonable measures to avoid disclosure, dissemination or unauthorized use of the other
Party's Confidential Information. Except as required by applicable law, neither Party will disclose the other Party's Confidential
Information during the Term or at any time during the five-year period following expiration of the Term.
VIII. TERM AND TERMINATION
8.1. Initial Term. (a) If this Agreement is for the provision of WatchGuard Products and Services with no ongoing licenses, fees,
or Services (as set forth in SQhgJW12 1), the term shall commence as of the Effective Date and terminate without renewal upon
completion of the Services; provided that provisions of this Agreement that are intended by their nature to survive termination or
expiration shall remain in force and effect until they are satisfied or expire: (b) If this Agreement is for provision of WatchGuard
Products and Services with ongoing licenses, fee or Services (as set forth in Schedule i ). the initial term of this Agreement shall
commence as of the Effective Date and, unless earlier terminated pursuant to any of this Agreement's express provisions, will
continue in effect until five (5) years from such date (the "Initial Term").
8.2. Renewal. Upon expiration of the Initial Term this Agreement may be renewed for successive one (1) year terms by
agreement of the Parties (each a "Renewal Term" and, collectively, together with the Initial Term, the 'Term').
8.3. 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
(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; or
(c) you may terminate this Agreement if you fail to obtain or appropriate budgeted funds, or if funds are not otherwise
legally available to pay the fees required under this Agreement such that your continued performance of your obligations under this
Agreement is not possible, in which case you agree to provide us with written notice of termination at least 90 days prior to the end
of your then -current fiscal year, or as soon as is reasonably practical under the circumstances.
IX. MISCELLANEOUS
9.1. Further Assurances. Upon a Part y' 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.
9.2. 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.
9.3. 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 Section9.3):
If to Provider: 415 E. Exchange Pkwy. Allen, TX 75002
Facsimile: (214) 383-9661
Email: Brian.greenel@motorolasolutions.com
Attention: Brian Greene
If to Customer: 3200 E. Tahquitz Canyon Way, Palm Springs, CA92262
Facsimile: 760-322-8345
Email: ITinvoices@palmspringsca.gov
Attention: IT Department
Notices sent in accordance with this Section 9.3 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.
9.4. 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.
9.5. 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.
9.6. 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 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.
9.7. 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.
9.8. 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.
U
9.9. 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.
9.10. LL�j. Govemment 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_9.10 have the same meaning as in the Federal Acquisition
Regulation and the Defense Federal Acquisition Regulation Supplement.
9.11. Eaual Opoortunity Compliance. In performing the Services we agree to abide by all applicable laws, regulations, and
executive orders pertaining to equal employment opportunity, including federal laws and the laws of the State in which its
primary place of business is located. In accordance with such laws, regulations, and executive orders, we agree that no person
shall, on the grounds of race, color, religion, national origin, sex, age, veteran status or handicap, be excluded from employment
with or participation in, be denied the benefits of, or be otherwise subjected to discrimination under any program or activity we
perform in connection with this Agreement. If we are found to be non -compliant with these requirements in performing the
Services or during the term of the Agreement, we agree to take appropriate steps to correct these deficiencies. Upon request,
and as required by applicable law, we will furnish information regarding our nondiscriminatory hiring and promotion policies, as
well as specific information on the composition of our principals and staff, including the identification of minorities and women
in management or other positions with discretionary or decision -making authority .
9.12. Governing Law. This Agreement is governed by and construed in accordance with the internal laws of the state in which
the Agency is physically located, without reference to conflict of laws rules. The United Nations Convention for International
Sale of Goods does not apply to this Agreement.
9.13. Counterparts. This Agreement may be executed in counterpart s, 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.
(Signature Page Follows)
IN WITNESS WHEREOF. the Parties hereto have executed this Purchases and Services Agreement as of the Effective Date
WatchGuard Video, Inc.
City of Palm Springs
By:
(Signature)
BY�
(Sig nature)
Printed Narne: Troy Montgomery
Printed Nam
Title: Director of Sales
Title.
APPROVED AS M FORM
r
r ? A RNEY
i"*ZA. ,
/ f N
Schedule 1
Initial Services Statement of Work
Under the terms and conditions of the Services Agreement dated July 30, 2020 by and
between Service Provider and City of Palm Springs, the Service Provider shall provide and
deliver the Initial Services and Deliverables set forth below.
Provided Services:
WatchGuard, Inc. will provide to the City of Palm Springs services resulting in the
successful and satisfactory installation and configuration of the WatchGuard 4RE High Definition
In -Car Video System with Integrated V300 body worn camera and Evidence Library software.
Table 1 lists the work required to complete a successful installation. The "Appendix A Reference
Number" column represents the line item in which each party is responsible. If an "X" is listed
under the "WGV" column then WatchGuard, Inc. is responsible for that particular task. If an "X"
is listed under the "Agency" column, then the City of Palm Springs is responsible for that
particular task. Detail descriptions of each major section (indicated by Bold Text) are
included in Appendix A which is incorporated by reference.
Table 1. Work Breakdown Structure
Appendix A
Reference
Number
WGV
Agency
Short Description (See Appendix A for details on each item)
SVR-01
NA
Installation of Server in Equipment Rack (if applicable)
SVR-02
NA
Provide a suitable Rack
SVR-03
NA
Mounting or Racking the Server
SVR-04
NA
Connecting the server ( 120V Power connector), KVM,
Network Cabling and switches, JBOD, UPS )
SVR-05
NA
Provide a physical or Virtual Server that meets the specified
Server Requirements
SVR-06
NA
Installation and configuration of Windows Operating System
and disk storage systems
SVR-07
NA
Provide Operating System License
SVR-08
NA
Install and configure Operating System (Includes current
patches)
SVR-09
NA
Setup and perform backups
SVR-10
NA
Setup recommended disk configuration
SVR-11
NA
Install and configure for remote access
SVR-12
NA
Installation of MikroTik Access Points
SQL-01
NA
Installation of Microsoft SQL Server
SQL-02
NA
Provide SOL Server Licenses
SQL-03
NA
Install and configure SQL Server
SQL-04
NA
SQL Backup and Maintenance plan
SQL-05
N A
Setup SQL Instance (if shared database server},
EL-01
X
Installing and configuration of Evidence Library (CLOUD)
EL-02
X
Install and configure Base Software
Statement of Work Schedule 1
;., V3
Page 12
EL-03
X
X
Add or Sync Security Groups and Users
EL-04
X
Configure Evidence Library
EL-05
X
Install and configure Upload Servers (if applicable)
EL-06
X
X
Installation of Evidence Library agent on Agency computers
EL-07
X
Provide client computers that meet client Hardware and
Software requirements.
EL-08
X
Connect client computers to Agency Network and Active
Directory Domain
EL-09
X
Installation of Evidence Library Cloud Environment
EL-10
X
X
Installation and Configuration of Redactive machine (if applicable)
4RE-01
X
X
Configuring available 4RE DVR units
4RE-02
X
Create Configuration USB
4RE-03
X
Configure Each DVR as installs are completed
4RE-04
X
X
Change DVR IP configuration (if required)
4RE-05
NA
MDC Application (if required)
4RE-06
NA
Provide client computers that meet client Hardware and
Software requirements for the MDC Application.
4RE-07
NA
Install and configure MDC application on each computer.
4RE-08
NA
Setup or configure in -car network for DVR to Computer
connectivity which includes modifying Computer policy
systems (i.e. NetMotion)
4RE-09
X
X
4RE System In -Car Installation
4RE-10
NA
4RE Interview Room setup
4RE-11
X
X
4RE-M 4RE Motorcycle System Installation
V300-01
X
X
Configuring available V300 body worn cameras
V300-02
X
X
Create Configuration
V300-03
X
X
Configure Each V300 body worn camera
V300-04
X
X
Install/Configure Smart PoE Switch in Vehicle (if applicable)
V300-05
X
X
Install and Configure Transfer Station (if applicable)
V300-06
X
X
Install, Connect, Configure Transfer Station Racks
TEST-01
X
Finish Testing Function of WatchGuard System
TEST-02
X
X
Complete Testing Checklist
TRAIN-01
X
Training
TRAIN-02
X
4RE DVR Installation Training
TRAIN-03
X
4RE and V300 End User Training (Officers)
TRAIN-05
X
Evidence Library User Training (Officers/Supervisors)
TRAIN-06
X
Evidence Library Administrative Training
TRAIN-07
X
Redactive Training
Close-01
X
X
Project Sign -Off
Scope: This document covers the "Statement of Work" for deploying the Evidence Library/4REN300
system at an agency location. The table of contents includes the reference number for the task
assigned to the appropriate party.
Rev 4 4REN300 WiFi Appendix A -Page 1
Table of Contents
SVR-01-Installation of Server in Equipment Rack
............................... Error! Bookmarknotdefined.
SVR-02-Rack Requirements......................................................................... Error! Bookmark notdefined.
SVR-03-Mounting or "Rackingthe Server.................................................Error! Bookmark notdefined.
SVR-04-Connecting the Server.....................................................................Error! Bookmark not defined.
SVR-05-Server Specifications - Physical and Virtual .................................... Error! Bookmark notdefined.
SVR-06-Installation and Configuration of Windows Operating System/ Disc Storage System ............. Error!
Bookmark not defined.
SVR-07-Provide Operating System License key ..........................................Error! Bookmark notdefined.
SVR-08-Configure Operating System ....................................................... Error! Bookmark notdefined.
SVR-09-Setup and Preform Backups:..........................................................Error! Bookmark not defined.
SVR-10-Setup Recommended Disk Configuration (virtual and physical) Error! Bookmark not defined.
SVR-1 1 -Install TeamViewer...........................................................................Error! Bookmark notdefined.
AP-01-Access Point Wiring and Installation..................................................... Error! Bookmark not defined.
AP-02-Cabling............................................................................................... Error! Bookmark notdefined.
AP-03-Mounting the Access Points.......................................................... Error! Bookmark notdefined.
AP -OS -Access Point and Radio Configuration................................................. Error! Bookmark notdefined.
AP-06- Provide Access Points...................................................................... Error! Bookmark notdefined.
AP-07- ConfigureAccess Points............................................................... Error! Bookmarknotdefined.
AP-08- Configure In -Car Wireless Radio configuration: ........................... Error! Bookmark notdefined.
AP-09-MDC Configuration............................................................................ Error! Bookmark notdefined.
SQL-01-Installing Microsoft SQL Server (Full Version) .................................. Error! Bookmark notdefined.
SQL-02-Provide License Key........................................................................ Error! Bookmark not defined.
SQL-03- Install and Configure SQL Server: ............................................... Error! Bookmark notdefined.
SQL-04- Setup SQL Backup and Maintenance Plan: ................................ Error! Bookmark notdefined.
SQL-05-Special Considerations: .............................................................. Error! Bookmark not defined.
EL-01-Installing and Configuring Evidence Library Server components..................................................... 4
EL-02- Evidence Library Server Installation ................................................. Error! Bookmark not defined.
EL-03-Add Active Directory Groups........................................................................................................4
EL-04-Configure Evidence Library Settings.............................................................................................4
EL -OS -Remote Upload Server (if applicable)............................................................................................... 4
EL-06-Installation of Evidence Library Transfer Agent on Agency Workstations ................................... 5
Rev 4 4REN300 Wil'i Appendix A -Page 2
EL-07-N1inimumWorkstation Hardware Requirements .......................................................................... 7
EL'OO'Doman/Network Connectivity ...................................................................................................
8
EL-09-Cloud Storage .....................................................................................................................................
8
4RE-01'Configuhng4REDVRunits ....................................................................................................................
S
4RE-02-CreateaConfigunationUSB.............................................................................................................
Q
4RE-0)-Comfigune4REDVR'x—...................................................................................................................
0
4RE-04-Chunge|PAddress onDVR(if applicable) ....................................................................................
10
4RE'05-MDCApplication (if applicable) .......................................................
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4RE'O8'KADCApplication Requirements ...................................................
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4RE'U7'nstad|N1DCapplication ................................................................
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4RE-08'Seupk8DCNetwork .......................................................................
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4RE-09-4REIn-Car System Installation ..........................................................................................................
1O
4RE-1O-Inh*wiemRoom setup ..................................................................................................................
1U
4RE.11'4REM4REMotorcycle System Installation ...................................................................................
11
V30O{)1-Configuring V3OUVWFicameras ................................................................................................
11
V3OO'O2-CreaheaConfiguration ...........................................................................................................
11
V3OO<%3-ConfgureV3O0Cameras .......................................................................................................
11
V3O0+04-InutdKConfgureSmart PoESwitch inVehicle (if applicable)
................................................ 12
V3O0'O5-InstaUTransfer Station (if applicable) ....................................................................................
12
TEST-01'Test Function ofVVatchGuerdsystem .......................................................................................
12
TEST-%2'CheokixL.......................................................................................................................................
12
TRA|N-01-Training ....................................................................................................................................
13
TRA|N-02-4REandV3OOVWFiEnd UuorTnaning(Offioom)..................................................................
13
TRA|N'O3Evidence Library User Training (]ffinem/Supamieors).........................................................
13
TRA|N'04-Evidence Library Administrative Training ............................................................................
13
EL-01-installing and Configuring Evidence Library Server components
This section outlines the requirements for installing the Evidence Library core server services and
components and the configuration of all tertiary settings needed for effective system reliability and
function. Please get up to date instructions to installing the software from the Project Manager.
F:vici'c��rc°c .I�,ibrcxry t.Y�Uttct .S�•.ctc�rta (i/'cz�?�rlrc;ulll<>i
The following conditions are expected to be in place when considering this stage of the deployment:
• The Evidence Library server has been fully provisioned by WatchGuard engineers according to
customer sizing requirements, and all required Server Roles and SQL are present.
• If the customer wishes to use Active Directory to authenticate their users, we will assist the
customer with the setup and configuration of either an on -premise AD synchronization, or
connect the customer's Office 365 Active Directory environment to Evidencelibrary.com in
orderto accessthe current userbase. Any required management Security Groups have been
created in Active Directory, and the user groups have been populated with at least some of the
users that will be using the software.
• Any systems designated as Upload Appliances areonlineand meetthe minimum requirements
for that role.
• Internet access to the cloud is currently available and meets the minimum upload/download
requirements as established or meets the previously determined connection speeds as
determined by the customer at the time of contract discussions.
• At least one department user has been assigned the role as administrator for the purpose of
management of the system.
EL, 0')-Add or Synchronize Active I_)irectori Groups
The IT Point of contact would create (or use existing) AD Security Groups for the Evidence Library
application to assign permissions to those groups (e.g. Officer's AD group has permission to view
video, but cannot make copies of video. Supervisors AD group has permission to view all video and
can make copies of video). WatchGuard will demonstrate and assist with creation of those groups and
demonstrate the permission assignments within Evidence Library .
El.,-04-C;oz113aLll-e I;viderice library Settings
• Configure the Evidence Library application for use.
• Add storage locations and folder shares and permissions to system (if applicable)
• Set all automatic retention policies on evidence and the cleanup intervals.
EI..-OS-Relriote Upload Server !I iploacl Applknice (if applicable)
Install the services and software necessaryto receive video evidence from WatchGuard devices at
either local or remote (well-connected) location, and configure the server to send all uploads to the
WatchGuard Video server, whether on -premise or cloud hosted.
Rev 4 4REN300 WiFi Appendix A -Page 4
• The WatchGuard Upload Service is installed, binding the service to the appropriate network
adapter on the server, and the service is started and tested for performance.
Remote Evidenc-e Liht•ctry .Serves Irzstrdhitioiz
A WatchGuard Technician will connect remotely to a provisioned server to install the services and
software to collect, process, view, modify, store, and export video evidence collected from the 4RE and
V300 WiFi cameras.
• Remote connectivity must be provided to the server that has been designated as the primary
WatchGuard Server.
• The WatchGuard Technician will connect remotely to the server over the Internet prior to the
agreed upon time to verify the provided server is properly configured, and to copy any
required files and folders to the server.
• At the agreed upon time, the WatchGuard technician will connect to the server again and
perform the software installation.
• The WatchGuard technician will configure all desired settings and assist with configuring the
4RE and V300 WiFi cameras.
• The agency will assist with the V300 configuration and verify functionality.
I L-06-histallation of Evidence Library Transfer Agent can A-en.cv
Workstations
Party will be responsible for installing the Evidence Library Transfer Agent on specified computers.
The Transfer Agent can be installed remotely with SCCM or other like software. Contact Project
ManaSer oi• WatchGuur-cl Support f•epresentative to vef•ity, the instructions below ur•e up to dote:
Transfer_Agent.exe (installed with El website) is a wrapped version containing the WatchGuard
Transfer Agent, TransferService and V300Driver with install choices embedded.
It can accept a /Qswitch for unattended install.
TransferAgent.exe (also included on ISO) has TransferService and V300 Driver as pre-reqs, which limits
our ability to control their behavior.
Transfer Agent accepts the following parameters
/s which silently installs V300 driver and transfer service (only valid if upgrade or TransferService
registry is pre -populated as below)
CL_HOST_SERVER=computer name (default 'local host' if Host service detected) computer name
where Host service is installed
Rev 4 4REN300 WiFi Appendix A -Page 5
CL_I NSTALLDI R=directory (defaults to C:\Program Files (x86)\WatchGuard Video\) Installation
directory
CL OPERATIONS_DI RECTORY=directory (defaults to C:\WatchGuardVideo\)
CL STS_SERVER=computer name (default 'local host' if STS service detected) computer
name where STS
/qb quiet basic interface (skipping user inputs with progress bar)
/qn quiet no interface
/I*v drive :\directory\file.log manually specify install log location defaults to
Examples:
Minimum silent install command line (only useful for upgrades or if registry pre -populated with
answers) :
TransferAgent.exe /s /v/qn
All Parameters:
TransferAgent.exe /s /v/"qn CL_HOST_SERVER=localhost CL_STS_SERVER=localhost"
/v"CL_INSTALLDIR=\"C:\Program Files\WGV\V /v"CL_OPERATIONS_DIRECTORY=\"C:\WGV\\
TransferService.exe (as a pre-req of Transfer Agent) can only be configured at install through the use of
32-bit registry keys
[HKEY_LOCAL_MACHINE\SOFTWARE\WatchGuard Video\Transfer Service]
"STS SERVER"="JSAVONAWIN7VM"
"HOST SERVER"="JSAVONAWIN7VM"
"WEB API PORT"="9034"
"UI_URL"=https: //jsavonawi n7vm. watchguardvideo.local
Please note if you are directly entering into registry on 64-bit systems root key changes to
[HKEY_ LOCAL- MACH IN E\SOFTWARE\Wow6432 Node\WatchGu ard Video\Transfer Service]
Rev 4 4REN300 WiFi Appendix A -Page 6
Instructions for rebuilding Transfer—Agent.exe on webserver for changes to certificate either 1) or 2)
below
1) Re -generate Transfer Agent.exe package with updated certificate.
a) Copy new certificate to C:\Prog ramData\WatchGuard Video\Evidencel ibra ryWeb. cer (on Web
server)
b) Run "(:\Program Files\WatchGuard Video\Evidence Library Web\WebRoot\Client\buildTA.cmd" I
(from admin command prompt on Web server)
c) For deployment run new Transfer—Agent.exe /Q
Iwo
2) Use TransferAgent.exe from ISO after pre -populating answers in registry.
a} Create reg file with answers for Transfer Service. (or re -use existing C:\Program Files\ WatchGuard
Video\Evidence Library Web\WebRoot\Client\TransferAnswer.reg)
Windows Registry Editor Version 5.00
[HKEY_LOCAL_MACHINE\SOFTWARE\WatchGuard Video]
[-HKEY_LOCAL_MACHINEISOFTWARE\WatchGuard Video\Transfer Agent]
[HKEY LOCAL_MACHINE\SOFTWARE\WatchGuard Video\Transfer Service]
"STS SERVER"="PDServer"
"HOST SERVER"="PDServer"
"WEB API PORT'="9034"
"U I URL"=https://PDServer_watchaua rdvideo.loca I
b} Deploy reg answer file to target machine (unneeded if upgrading a previous installation of EL4
Transfer Agent)
reg.exe IMPORT TransferAnswer.reg /reg:32
c) Add cert to target machines (certutil -addstore "Root" EvidencelibraryWeb.cer) or use group
policy...
d} Deploy TransferAgent.exe /S /V"/qn /I*v %TEMP%\WatchGuard_Video_Transfer_Agent.log"
EL-07-Mininiuni Workstation Hardware Requirements
Verify the following minimum hardware requirements
• 1.7 gigahertz (GHz) Dual core comparable or faster processor
• 1 gigabyte (GB) or more of RAM
Rev 4 4REN300 WiFi Appendix A -Page 7
• 160 megabytes (MB) or more of available hard disk space
• DVD-RW optical drive (if exporting to a DVD disc)
• 1 available USB 2.0 port
• Super VGA video adapter capable of 1024 x 768 resolution or higher
• 100 Mbps Network Card or better
E1, 08-[)omain I Network Connectivity
• Agencies using a Domain Network
o Log into the workstation using a domain user login and password
• Agencies using a NON -Domain Network
o Log into the workstation with a valid user login and password
• Verify the Evidence Library server is visible to the workstation using the ping command
TVor•kslolioi-i OS & BrlowserRequireineiits
Verify one of the following operating systems is installed on the workstation(s)
• Windows 8.1
• Windows 10
Verify one of the following browsers is installed on the workstation
• Google Chrome v45 or Higher
• Internet Explorer10
• Internet Explorer 11
• Microsoft Edge
User Permissions
Ensure all Evidence Library users have right to access the workstation and Evidence Libra ry server.
FL,-09- Cloud Storaoe
tn
The agency or WatchGuard Video may provide hybrid cloud storage. The type of cloud storage
supported depends on the Evidence Library software version. Contact WatchGuard Project Manager
to get up to date supported cloud storage systems.
• Obtain required Cloud storage account information (i.e. Azure, endpoint suffix, account key)
• Enter in required information in Evidence Library "Evidence Management'
Obtain required Cloud storage account information (i.e. Azure, endpoint suffix, account key)
Rev 4 4REN300 WiFi Appendix A -Page 8
• Enter in required information in Evidence Library "Evidence Management'
The agency or WatchGuard Video may provide the appropriate machine to run Redactive. If a
WatchGuard Redactive server is purchased, the WatchGuard onsite representativemay install and
connect the server to the agency network. WatchGuard will demonstrate and install the Redactive
software onthe appropriate machine. If an Enterprise version of Redactive is purchased, WatchGuard
will demonstrate and assist the setup of users and group permissions so that agency personnel are
familiar with the fundamental functions of Redactive user and group permissions.
4RE-01-Configuring 4RE DVR units
Prior to first use, each 4RE DVR must be configured. This process involves adding each vehicle to
Evidence library, generating a configuration file and deploying this configuration to the DVR using a
USB drive. This process is generally shared between the Evidence Library administrator or Fleet
Manager Role and the vehicle installer. If On -site services are purchased the technician will assist in
creating the Vehicles in Evidence Library from an agency provided list and create the USB
Configuration drive for the installer.
4RE-02-Create a Configuration USB
• Adding Vehicle to Evidence library
o Vehicles are added to Evidence Library by an administrator or user with the Device
Management role.
o Open Device Management and select Edit configuration
o Click the All Vehicles Node and select New to add anew vehicle.
o Enter in a "Vehicle ID" (unique name that easily identifies each vehicle)
o Select the appropriate "Configuration" Group
• Generating a USS configuration drive
o Open Device Management and select Deploy Configurations Manually
o Select the Vehicles to be configured or use the Select All function
o Click the Export Configuration button and select a USB drive
4RE-03-Configure 4RE DVR's
o Press and hold the STOP button for 3 seconds to safely eject thecurrent USB drive.
o Open the USB vault, remove the USS drive and place the USS Configuration drive in
the unit
o On the display select the correct Vehicle ID and press the LOAD button
o Replace the original USB drive and close thevault
o Power cycle (reboot) the DVR
Rev 4 4REN300 WiFi Appendix A -Page 9
• Test configuration
o Confirm that the agency name appears in the bottom right corner of the display
o Press Menu and select Officer and verify that an appropriate listof officers is displayed
Configure the DVR's as they are available.
4RE-04-Change IP Address on DVR. (if applicable)
In some hardware configurations the DVRs IP address parameters may need to be changed from the
default settings. When this is required a detail list of assigned addresses will be created and provided
to the Agency along with instructions on how to manually change these parameters.
The default IP address of the DVR is
10.1.100.20
255.0.0.0
10.1.0.1
The secondary IP standard is:
10.1.100.20
255.255.255.0
10.1.100.1
4RE-09-4RE In -Car Svstem Installation
Follow up to date instructions that are provided in the DVR box.
4RE-10-Interview Room setup
If using an interview room for the 4RE system, the agency must provide the following for each 4RE
system (future 4RE software versions may support DHCP).
Soft items:
1. Static IP address
2. Subnet mask
3. Gateway
Physical items:
1. Ethernet connection on a 100 Mbps network or better 14RE must be able to connect to the
network where the Evidence Library server is on)
2. Physical location to store 4RE, 4RE display, microphone(s) and camera(s)
Rev 4 4REN300 WiFi Appendix A -Page 10
WatchGuard Video highly recommends a professional CCTV installer is used to install the equipment.
Also each interview room should have a dedicated 4RE system (not required, but highly recommended
for improved search ability).
If using "Watch Commander" for live streaming and using more than 1 network card, the interview
rooms need to be on the same network where the Watch Commander is bound to.
4RE-114REM 4RE Motorcycle System Installation
Follow up to date instructions that are provided in the DVR box.
V300-0I-Confouring V300 WiFi cameras
Prior to first use, each V300 WiFi camera must be configured. This process is called "Checkout" and
involves connecting each camera to Evidence library to assign a configuration and officer name . This
process can be done each time the officer needs to be assigned a camera, or can be done in scenarios
where officers are assigned a Body Camera to use on a more permanent basis
V300-0 -Create a Configuration
• Through the Evidence LibraryAdministrator you will access V300 Management to complete
the following steps.
o Set up V300 default officer preferences.
o Create initial default configuration(s).
o Assign enrollments (user groups) to each configuration(s).
o Set up system event tags if not already done.
o Set the recording properties for eachconfigu ration.
o Set the device properties for each configuration.
o Apply V300 with newest firmware (contact customer service for the latest version)
o Confirm the configuration settings, save each configuration then close V300
Management.
V300-03-C;onfigure V300 Cameras
o Ensure the V300 cameras have the latest firmware version
(contact WatchGuard Video Customer Service)
o Connect the V300 USB base into the computer where your Evidence Library agent is
located or set up the V300 Transfer Station to connect to your Evidence Library server.
o Dock V300 into the USB base or V300 Transfer Station connected to your Evidence
Library software.
o Using Evidence Library software, create and /or assign a configuration and an officer to
the docked V300 body camera.
Rev 4 4REN300 WiFi Appendix A -Page 11
V300-04-lnstall/Configure Smart Pol'. Switch in Vehicle (if applicable)
• Applicable if using the V300 in the vehicle with or without 4RE.
o Install Smart PoE Switch in the vehicle. Use up to date inst ruct ions.
o Install the V300 WiFi Base. Use up to date instructions.
o If not using the factory default IP address from the 4RE Configure the Smart PoE
switch. See the default 4RE IP addressbelow:
10.1.100.20
255.0 .0.0
1 0.1.0.1
V300-05-Install Transfer Station (if applicable)
• V300 Transfer Stations are typically shipped preconfigured by the factory based on
information provided by the agency. If not see included instruct ions to configureeach.
• Installation of V300 Transfer Station
o Connect Ethernet cable
o Connect power cable
o Attach the Rack mount bracket (if used)
TEST-01- Test Function of WatchGuard system
Test functions of the V300 and Evidence Library system.
TEST-OZ-Cliec klist
Test 4RE USB upload to server via transfer agent on a remote PC client
Test 4RE Wireless upload to serve r
Test Evidence Library Client Audio (Cabin microphone)
Test Evidence Libra ry Client Audio (Wireless microphone)
Test wireless configurat ion changes
Create a "Test' Case in Case Management
Test Distri buted Multi -Peer recording
Test V300 Wireless upload to server
Test V300 video upload to server via USB dock and/or V300 Transfer Station
Validate V300 has correct configurat ion applied
Test Evidence Library Login
Test Evidence Library Video playback
Test Evidence Library Audio
Test Exporting Evidence Library video to USB
Test Exporting Evidence Library video to CD/DVD
Test Exporting Evidence Library video to Cloudshare
Rev 4 4REN300 WiFi Appendix A -Page 12
TRAIN-01-Training
WatchGuard Video provides training on the Evidence Library and V300 cameras. Online Training is
covered provided the customer is under warranty. Contact the WatchGuard Video Project Manager to
setup online training for your agency.
TRAIlr-024RE and V300 End Uses- Training (Officers)
WatchGuard Video will provide training (if needed) to parties who will be using the 4RE and V300 body
worn cameras. This will cover how to use the hardware devices for daily operations and duties and
how to start and complete a shift using 4RE and V300 cameras. Online Training is also available upon
request.
This onsite training can be completed in the following scenarios:
• 4RE Basic
• 4RE Full
• V300 Basic
• V300 Full
• 4REN300 Basic
• 4REN300 Full
5 minutes
1 hour
5 minutes
45 minutes
7 minutes-
1 hour and 30 minutes
TRAIN-03-Evidence Library User Ti- ainin (Officei-s/Supervisoa•s)
WatchGuard Video will provide training (if needed) to parties who will be accessing and using the
Evidence Library system. This will cover how to use the system, view video, export video, make
necessary changes in the system. This onsite training is typically 1 hour in duration.
TRAI -04- Evidence I_ bi-ary .A.dininistrative Training
WatchGuard Video will provide Administrative training to parties who will be using the Evidence
Library on a computer. This will cover how to use administrative functions: Setting up permissions, set
video retention policies, applying new configurations, and other management functions of Evidence
Library. This onsite training is no longer than 3 hours, but typically can be completed in 1 hour.
Rev 44RE/V300 Wifi Appendix A-Pagel3
Statement of Work Schedule 1
�.
r Lai,� .wU11
V3
Page: 12
Payment Schedule:
WatchGuard Video, Inc. will demonstrate to City of Palm Springs, through testing and demonstrations, that the 4RE and
VISTA WiFi solution, and all its related components and software, are fully functional and representative of the products
and services represented by WatchGuard. WatchGuard represents that it has the skills to perform the services required
and will provide the equipment and invoice the City of Palm Springs according to the attached price Estimate dated June
26, 2020.
The City of Palm Spring will pay Service Provider within thirty (30) days upon receipt, review and approval of Service
provider's invoice, detailing the Services rendered, time spend and fee. Good faith billing disputes shall not justify non-
performance of any obligations under the Agreement
50% payment due 30 days upon materials received
:• 35% payment due 30 days post all installation services provided
15% payment due 30 days upon final acceptance, project sign off, and completion
WatchGuard Video, Inc.
City of Palm Springs
By: _
(Signature)
By.
(Signature)
Printed Na e: Troy Montgomery
Printed Name: ���,
Title: Director of Sales
Title �•`?-„/�,�
r
APPROVED AS TO FORM
CrTf ATT51FINEY
DATE A tj, 17, Zo Zd
Rev 44RE/V300 Wifi Appendix A-Pagel3
WRTCH GUARD 4REMSTA Price
Quote
CUSTOMER: The City of Palm Springs ISSUED: 6/26/2020 10:31 AM
"NASPO ValuePoint Public Safety Video Master Contract OK-MA-145
EXPIRATION: 1/3/2021 12:00 PM
ATTENTION: Aaron Brown
PHONE: 760-322-8394
E-MAIL: arron.brown@palmspringsca.gov
V300 Ft 4RE Proposal
VISTA HD Cameras and Options
Part Number Detail
VIS-300-BWC-001 V300, Body Worn Camera, 1080P,
WiFi/Bluetooth with Removable Battery
VIS-300-VTS-KIT Transfer Station II Kit, Incl. Power & AC
Cables, Label and Docs
VIS-300-CHG-001 V300, USB Dock, D300, Desktop Charge/
Upload Kit Incl. Power and USB Cables
VIS-300-BAT-RMV V300, Battery, Removable and Rechargable, 3.8V,
418&Ah Quantity Optional
V300 and 4RE System Bundle. Includes 4RE
Standard DVR Camera System with integrated
20OGB automotive grade hard drive, ZSL
camera, 16GB USB removable thumb drive,
rear facing cabin camera, GPS, hardware,
4RE-STD-GPS-RV2 cabling and your choice of mounting bracket.
It will also include the V300 Continuous Use
Wearable Camera with 12 hours continuous HD
recording, one camera mount, 128 GB of
storage, Wi-Fi docking base, Power over
Ethernet Smart Switch
WAR-300-CAM-NOF Warranty, V300 3 Year, No -Fault
4RE Hardware Warranties
Part Number Detail
WAR-4RE-CAR-1ST Warranty, 4RE, In -Car, 1st Year (Months 1-12)
WAR-41RE-CAR-21NID Warranty, 4RE, In -Car, 2nd Year (Months 13-
24)_
WAR-4RE-CAR-3RD Warranty, 4RE, In -Car, 3rd Year (Months 25-36)
WAR-4RE-CAR-4TH Warranty, 4RE, In -Car, 4th Year (Months 37-48)
WAR-4RE-CAR-5TH Warranty, 4RE, In -Car, 5th Year (Months 49-60)
Shipping and Handling
TOTAL PROJECT
ESTIMATED AT:$806,372.42
SALES CONTACT: Brian Greene
DIRECT:
E-MAIL:
Brian.Greene@motoi-otasolutions.com
Qty
Direct
Discount
Total Price
57.00
$995.00
$5,671.50
$51,043.50
15.00
$1,495.00
$2,242.50
$20,182.50
20.00
$95.00
$190.00
$1,710.00
125.00
$99.00
$1,237.50
$11,137.50
68.00 $5,550.00
125.00 $437.00
Qty
Direct
68.00
$0.00
68.00
$100.00
68.00
5200.00
68.00
$325.00
68.00
$450.00
415 E. Exchange Parkway • Allen, TX • 7SO02
Toll Free (800) 605-6734 • Main (972) 423-9777 • Fax (972) 423-9778
www.WatchGuardVideo.com
$37,740.00 $339,660.00
$1,625.00 $54,625.00
Discount Total Price
$0.00 $0.00
$6,800.00 $0.00
$13,600.00 $0.00
$1,700.00 $20,400.00
$0.00 $30,600.00
Page 1 of 4
WRTCH '° GURRD
Part Number Detail
Freight Shipping/Handling and Processing Charges
4RE and 4REm MISC
4RE In -Car System and Options
Part Number Detail
CAM-4RE-PAN-NHD Additional Front Camera, 4RE, HD Panoramic
4RE Motorcycle System
Part Number Detail
4RE Motorcycle Camera System. Includes
Waterproof Display, Waterproof standard
4RE-64S-GPS-MTR definition camera, DVR, integrated 64GB solid
state hard drive, 16GB USB removable thumb
drive, GPS, 900 MHz Hi Fidelity wireless
microphone, hardware, cabling and mounts.
Wireless Video Transfer and Networking Options
Part Number
Detail
4RE-WRL-KIT-101
4RE In -Car 802.11n Wireless Kit, 5GHz (2.4
GHz is available by request)
WAP-MIK-CON-802
WiFi Access Point, Configured, MikroTik,
802.11n, 5GHz, SXT, AP
4RE Hardware
Warranties
Part Number
Detail
WAR-4RE-CAR-1ST
Warranty, 4REm, In -Car, 1st Year (Months 1-12)
..... ... .... ......- .
WAR-4RE-CAR-2ND
Warranty, 4REm, In -Car, 2nd Year (Months
13-24)
WAR-4RE-CAR-3RD
Warranty, 4REm, In -Car, 3rd Year (Months 25-36)
WAR-4RE-CAR-4TH
Warranty, 4REm, In -Car, 4th Year (Months 37-48)
WAR-4RE-CAR-5TH
Warranty, 4REm, In -Car, 5th Year (Months 49-60)
WatchGuard
Video Technical Services
..-.....
Part Number
Detail
SVC-4RE-INS-100
4RE System Installation, In -Car (Per Unit
Charge)
SVC-4RE ONS-300
4RE, On -Site Service, Access Point/Wireless
Depl y ent Installation (General)
SVC-4RE-ONS-400
4RE System Setup, Configuration, Testing and
Training_(WG-TS)
BRK-DVI-MIC-100
Capsman Router Controller
Freight
Shipping/Handling and Processing Charges
4RE/VISTA Price
Quote
Qty Direct Discount Total Price
_........_ ................................ _ ........ ..... ............ ............ ,....
1.00 $3,875.00 $3,875.00 $0.00
$529,358.50
Qty
Direct
Discount
Total Price
68.00
$200.00
$1,360.00
$12,240.00
Qty
Direct
Discount
Total Price
5.00
$5,295.00
$2,647.50
$23,827.50
Qty
Direct
Discount
Total Price
73.00
$200.00
$1,460.00
$13,140.00
4.00
$250.00
$100.00
$900.00
Qty
Direct
Discount
Total Price
5.00
$0.00
$0.00
$0.00
5.00
$100.00
$500.00
$0.00
5.00
$200.00
....................................
$1,000.00
$0.00
..........
5.00
$325.00
$125.00
$1,500.00
5.00
$450.00
$0.00
$2,250.00
Qty
73.00
4.00
1.00
1.00
1.00
EvidenceLibrary.com
Evidence Library 4 Web Software and Licensing
Part Number Detail Qty
Direct
$600.00
$1,000.00
$2,500.00
$150.00
$125.00
Direct
415 E. Exchange Parkway • Allen, TX • 75002
Toll Free (800) 605-6734 • Main (972) 423-9777 • Fax (972) 423-9778
www.WatchGuardVideo.com
Discount
..............
$0.00
$0.00
$0.00
$15.00
$125.00
Discount
Total Price
$43,800.00
$4,000.00
$2,500.00
$135.00
$0.00
$104,292.50
Total Price
Page 2 of 4
WRTCH GURRD 4RE/VISTA Price
Quote
ELC-SAH-UNL-ASD Evidencetibrary.com, Software and Hosting, 125.00 $495.00 $0.00 $61,875.00
Unlimited Assigned, Annually per device
Server Hardware and Software
Part Number Detail Qty Direct Discount Total Price
HDW-UPL-SRV-501 Server, Upload, IU, EvidenceLibrary.com, 60 1.00 $4,500.00 $450.00 $4,050.00
Concurrent Devices, 5 Year Warranty
$65,925.00
Reclactive Software
Additional Software and Licensing
Part Number Detail
Qty
Direct
Discount
Total Price
KEY-WGV-RED-E01 Software, REDACTIVE(sm), Enterprise User
1.00
$5,995.00
$0.00
$5,395.50
Rev 3.0
WAR-WGR-MNT-3YR REDACTIVE(sm), Software Support Et
1.00
$2,795.00
$0.00
$2,515.50
Maintenance, 3-Year Bundle
HDW-4RE-VIS-RED Redactive Tower, Xeon 16 Core, 480GB SSD,
1.00
$4,000.00
$0.00
$3,600.00
Btu Ray DVDRW, 16GB RAM
WatchGuard Video Technical Services
.... ..... ...........
Part Number Detail
Qty
Direct
Discount
Total Price
. .. .. .. ... .. ... ... .. ... .. . .. .. ... .. .. .. .. .. .. .. . .
Freight Shipping/Handling and Processing Charges
1.00
$67.50
$67.50
$0.00
$11,511.00
EvidenceLibrary.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, 73.00 $695.00 $0.00 $50,735.00
Unlimited Shared, Annually per device
$50,735.00
Tax 9.251,
Total Amount wl Twr
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:
544,550.42
Page 3 of 4
4RE/VISTA Price
Quote
YEAR 1 w Tax $806,372.42
YEAR 2 $112,610.00
........ .............................._............
YEAR 3 $112,610.00
YEAR 4 $112,610.00
YEAR 5 $112,610.00
Total: $1,256,812.42
415 E. Exchange Parkway • Allen, TX • 75002
Toll Free (800) 605-6734 • Main (972) 423-9777 • Fax (972) 423-9778
www.WatchGuardVideo.com
Page 3 of 3
SCHEDULE
LIMITED IN -CAR HARDWARE WARRANTY
WatchGuard Video, Inc., in recognition of its responsibility to provide quality systems, components, and
workmanship, warrants each system, part, and component it manufactures first sold to an end user to be free
from defects in material and workmanship for a period of ONE-YEAR from the date of purchase. A defective
component that is repaired or replaced under this limited warranty will be covered for the remainder of the
original warranty period. Where defects in material or workmanship may occur, the following warranty terms and
conditions apply:
WARRANTOR- This warranty is granted by WatchGuard, Inc., 415 E. Exchange Pkwy., Allen, TX 75002,
Telephone: 972-423-9777, Facsimile: 972-423-9778.
PARTIES TO WHOM WARRANTY IS INTENDED - This warranty extends to the original end user of the
equipment only and is not transferable. Any exceptions must be approved in writing from WatchGuard.
PARTS AND COMPONENTS COVERED -All parts and components and repair labor of the warranted unit
manufactured and/or installed by WatchGuard are covered by this warranty, except those parts and components
excluded below.
PARTSAND COMPONENTS NOT COVERED - The Limited Warranty excludes normal wear -and -tear items such
as frayed or broken cords, broken connectors, and scratched or broken displays. WatchGuard reserves the right to
charge for damages resulting from abuse, improper installation, or extraordinary environmental damage (including
damages caused by spilled liquids) to the unit during the warranty period at rates normally charged for repairing
such units not covered under the Limited Warranty. In cases where potential charges would be incurred due to
said damages, the agency submitting the system for repairs will be notified. Altered, damaged, or removed serial
numbers results in voiding this Limited Warranty. If while under the warranty period, it is determined that the
WatchGuard system was internally changed, modified, or repair attempted, the system warranty will become null
and void.
LIMITED LIABILITY - WatchGuard's liability is limited to the repair or replacement of components found to be
defective by WatchGuard. WatchGuard will not be liable for any direct, indirect, consequential, or incidental
damages arising out of the use of or inability to use the system even if the unit proved to be defective.
WatchGuard will not be responsible for any removal or re -installation cost of the unit or for damages caused by
improper installation.
REMEDY - If, within the duration of this warranty, a unit or component covered by this warranty is determined by
WatchGuard to be defective in material or workmanship, WatchGuard shall replace any defective components.
Replacement of a defective component(s) pursuant to this warranty
shall be warranted for the remainder of the warranty period applicable to the system warranty period.
WatchGuard will advance ship a replacement unit, or at the request of the customer, ask for the unit to be sent in
for repair. In the case of an advanced shipment replacement, WatchGuard will supply a return label with the
advance unit, and the customer must return the defect within thirty days.
SHIPPING - When an advanced replacement is sent out, the unit will ship via ground shipping, and WatchGuard
will provide a prepaid shipping label to return any defective unit for end users in the continental United States. A
WGI Saas Agreement Rev .010218 10
serial number is required to be submitted with the request in order to receive an advanced replacement unit. The
customer will need to contact WatchGuard's Customer Service Department to request a return material
authorization (RMA} number. Failure to return the unit within the thirty -day window will result in the customer
being billed the full purchase price of the advance shippedunit.
If the customer requests the unit be sent in for repair, the end user will be responsible for any shipping charges to
WatchGuard. WatchGuard will return ship the product to a customer within the continental United States by
prepaid ground shipping only. Any expedited shipping costs are the responsibility of the end user.
Customers that are outside the continental United States will be responsible for all transportation costs both to
and from WatchGuard's factory for warranty service, including without limitation to any export or import fees,
duties, tariffs, or any other related fees that may be incurred during transportation. You may also obtain warranty
service by contacting your local WatchGuard Authorized Service Center (ASC) for shipping instructions. A list of
local ASCs may be obtained by contacting WatchGuard's Customer Servfce Department. Customers will be
responsible for all transportation costs to and from the local ASC for warranty service.
EXTENDED WARRANTY - Extended Warranties may be purchased directly from WatchGuard.
Any and all extended warranties must be purchased prior to the expiration of any previous warranty. Failure to
purchase an extended warranty priorto the expiration of the warranty period will require the covered unit to be
physically inspected at the facility of the manufacturer and any repairs necessary to bring the unit back to full
working order must be performed prior to the issuance of any new warranty. The customer will be responsible for
the cost of the inspection (equal to 1 hour of labor} plus the standard costs associated with any required repairs.
Should you have any further questions regarding the WatchGuard limited warranty, please direct them to:
WatchGuard, Inc.
Attn: Customer Service Department
415 E. Exchange Pkwy.
Allen, Texas 75002
(800) 605-6734 Toll Free Main Phone
{972) 423-9777 Main
(972) 423-9778 Fax
www.wat ch9uar dvideo.com
sunaartta?watcha uardvideo. com
WGI SaaS Agreement Rev.010218 11
LIMITED WEARABLE CAMERA HARDWARE WARRANTY
WatchGuard Video, Inc., in recognition of its responsibility to provide quality systems, components, and
workmanship, warrants each system, part, and component it manufactures first sold to an end user to be free
from defects in material and workmanship for a period of ONE-YEAR from the date of purchase. A defective
component that is repaired or replaced under this limited warranty will be covered for the remainder of the
original warranty period. Where defects in material or workmanship may occur, the following warranty terms and
conditions apply:
WARRANTOR- This warranty is granted by WatchGuard, Inc., 415 E. Exchange, Allen, TX 75002, Telephone: 972-
423-9777, Facsimile: 214-383-9661.
PARTIES TO WHOM WARRANTY IS INTENDED - This warranty extends to the original end user of the
equipment only and is not transferable. Any exceptions must be approved in writing from WatchGuard.
PARTS AND COMPONENTS COVERED -All parts and components, including consumable items such as
batteries, and repair labor of the warranted unit manufactured and/or installed by WatchGuard are covered by
this warranty, except those parts and components excluded below.
PARTS AND COMPONENTS NOT COVERED - The Limited Warranty excludes camera mounts and normal wear -
and -tear items such as frayed or broken cords and scratched or broken displays. WatchGuard reserves the right to
charge for damages resulting from abuse, improper use, or extraordinary environmental damage (such as
submersion in liquid) to the unit during the warranty period at rates normally charged for repairing such units not
covered under the Limited Warranty. In cases where potential charges would be incurred due to said damages, the
agency submitting the system for repairs will be notified. Altered, damaged, or removed serial numbers results in
voiding this Limited Warranty. If while under the warranty period, it is determined that the WatchGuard system
was internally changed, modified, or repair attempted, the system warranty will become null and void.
LIMITED LIABILITY - WatchGuard's liability is limited to the repair or replacement of components found to be
defective by WatchGuard. WatchGuard will not be liable for any direct, indirect, consequential, or incidental
damages arising out of the use of or inability to use the system even if the unit proved to be defective.
REMEDY - If, within the duration of this warranty, a unit or component covered by this warranty is diagnosed by
WatchGuard's Customer Service phone support and proves to be defective in material or workmanship,
WatchGuard shall replace the defective unit with an Advance Replacement unit. The Advance Replacement unit
will ship via UPS ground and include a prepaid shipping label to return the defective unit, which must be received
by WatchGuard within thirty days. The Advance Replacement unit pursuant to this warranty shall be warranted for
the remainder of the warranty period.
SHIPPING - When an advanced replacement is sent out, the unit will ship via ground shipping, and WatchGuard
will provide a prepaid shipping label to return any defective unit for end users in the continental United States. A
serial number is required to be submitted with the request in order to receive an advanced replacement unit. The
customer will need to contact WatchGuard's Customer Service Department to request a return material
authorization (RMA) number. Failure to return the unit within the thirty day window will result in the customer
being billed the full purchase price of the advance shipped unit.
WGI SaaS Agreement Rev.010218 12
If the customer requests the unit be sent in for repair, the end user will be responsible for any shipping charges to
WatchGuard. WatchGuard will return ship the product to a customer within the continental United States by
prepaid ground shipping only. Any expedited shipping costs are the responsibility of the end user.
Customers that are outside the continental United States will be responsible for all transportation costs both to
and from WatchGuard's factory for warranty service, including without limitation to any export or import fees,
duties, tariffs, or any other related fees that may be incurred during transportation . You may also obtain
warranty service by contacting your local WatchGuard Authorized Service Center (ASC) for shipping instructions.
A list of local ASCs may be obtained by contacting WatchGuard's Customer Service Department. Customers will
be responsible for all transportation costs to and from the local ASC for warranty service.
EXTENDED WARRANTY -A 3 Year Extended "No -Fault" Warranty may be purchased directly from WatchGuard.
Any and all extended warranties must be purchased prior to the expiration of any previous warrant y. Failure to
purchase an extended warranty prior to the expiration of the warranty period will require the covered unit to be
physically inspected at the facility of the manufacturer and any repairs necessary to bring the unit back to full
working order must be performed prior to the issuance of any new warranty. The customer will be responsible for
the cost of the inspection (equal to I hour of labor) plus the standard costs associated with any required repairs.
Should you have any further questions regarding the WatchGuard limited warranty, please direct them to:
WatchGuard, Inc.
Attn: Customer Service Department
415 E. Exchange
Allen, Texas 75002
(800) 605-6734 Toll Free Main Phone
(972) 423-9777 Main
(214) 383-9661 Fax
www.watchouardvideo.com
support aawatc hauardvideo.com
WGI Saas Agreement Rev.010218 13
IN -CAR HARDWARE WARRANTY- 5 YEAR PLAN
5 YEAR LIMITED IN -CAR HARDWARE WARRANTY
WatchGuard Video, Inc., in recognition of its responsibility to provide quality systems, components, and
workmanship, warrants each system, part, and component it manufactures first sold to an end user to be free
from defects in material and workmanship for a period of ONE-YEAR from the date of purchase. A defective
component that is repaired or replaced under this limited warranty will be covered for the remainder of the
original warranty period. With the purchase of this 5 Year Extended Warranty, where defects in material or
workmanship may occur, the following warranty terms and condition sapply:
WARR ANTO R - This warranty is granted by WatchGuard, Inc., 415 E. Exchange, Allen, TX 75002-2616, Telephone:
972-423-9777, Facsimile: 972-423-9778.
PARTIES TO WHOM WARRANTY IS INTENDED- This warranty extends to the original end user of the
equipment only and is not transferable. Any exceptions must be approved in writing from WatchGuard.
PARTS AND COMPONENTS COVERED - All parts and components and repair labor of the warranted unit
manufactured and/or installed by WatchGuard are covered by this warranty, except those parts and components
excluded below.
PARTS AND COMPONENTS NOT COVERED - The Limited Warranty excludes normal wear -and -tear items such
as frayed or broken cords, broken connectors, and scratched or broken displays. WatchGuard reserves the right to
charge for damages resulting from abuse, improper installation, or extraordinary environmental damage (including
damages caused by spilled liquids) to the unit during the warranty period at rates normally charged for repairing
such units not covered under the Limited Warranty. In cases where potential charges would be incurred due to
said damages, the agency submitting the system for repairs will be notified. Altered, damaged, or removed serial
numbers results in voiding this Limited Warranty. If while under the warranty period, it is determined that the
WatchGuard system was internally changed, modified, or repair attempted, the system warranty will become null
and void.
LIMITED LIABILITY - WatchGuard' s liability is limited to the repair or replacement of components found to be
defective by WatchGuard. WatchGuard will not be liable for any direct, indirect, consequential, or incidental
damages arising out of the use of or inability to use the system even if the unit proved to be defective.
WatchGuard will not be responsible for any removal or re -installation cost of the unit or for damages caused by
improper installation.
REMEDY - If, within the duration of this warranty, a unit or component covered by this warranty is determined by
WatchGuard to be defective in material or workmanship, WatchGuard shall replace any defective components.
Replacement of a defective component(s) pursuant to this warranty
shall be warranted for the remainder of the warranty period applicable to the system warranty period.
WatchGuard will advance ship a replacement unit, or at the request of the customer, ask for the unit to be sent in
for repair. In the case of an advanced shipment replacement, WatchGuard will supply a return label with the
advance unit, and the customer must return the defect within thirty days.
WGISaaSAgreement Rev.010218 14
SHIPPING - When an advanced replacement is sent out, the unit will ship via ground shipping, and WatchGuard
will provide a prepaid shipping label to return any defective unit for end users in the continental United St at es. A
serial number is required to be submitted with the request in order to receive an advanced replacement unit. The
customer will need to contact WatchGuard's Customer Service Department to request a return material
authorization (RMA) number. Failure to return the unit within the thirty -day window will result in the customer
being billed the full purchase price of the advance shipped unit.
If the customer requests the unit be sent in for repair, the end userwill be responsible for any shipping charges to
WatchGuard. WatchGuard will return ship the product to a customer within the continental United States by
prepaid ground shipping only. Any expedited shipping costs are the responsibility of the end user.
Customers that are outside the continental United States will be responsible for all transportation costs both to
and from WatchGuard's factory for warranty service, including without limitation to any export or import fees,
duties, tariffs, or any other related fees that may be incurred during transportation. You may also obtain warranty
service by contacting your local WatchGuard Authorized Service Center (ASC) for shipping instructions. A list of
local ASCs may be obtained by contacting WatchGuard's Customer Service Department. Customers will be
responsible for all transportation costs to and from the local ASC for warranty service.
SUPPORT CONTACT INFORMATION
WatchGuard, Inc.
Att n: Customer Service Department
415 E. Exchange
Allen, Texas 75002-2616
(800) 605-6734 Toll Free Main Phone
{972) 423-9777 Main
(972) 423-9778 Fax
w «w.watch�.uar& ideo.com
st.ii2i,)otl(' r;watchguardvideo.com
wGi Saas Agreement Rev.010218 1s
V300 NO-FAULT EXTENDED HARDWARE WARRANTY-
3 YEAR PLAN
WatchGuard Video, Inc., in recognition of the high demands placed on all equipment worn, and used by Police
Officers is offering the following No -Fault Warranty opt ion. WatchGuard warrants each system, part, and
component it manufactures first sold to an end user to be free from defects in material and workmanship for a
period of ONE-YEAR from the date of purchase in its standard Limited Warr ant y.
The No -Fault 3 Year Extended Warranty may be purchased directly from WatchGuard. Any and all No -Fault
warranties must be purchased with the initial purchase of the V300 unit, and the V300 No -Fault warranty must
also be purchased for all V300 units. Failure to purchase the No -Fault warranty at the time of purchase will require
the covered unit to be physically inspected at the facility of the manufacturer and any repairs necessary to bring
the unit back to full working order must be performed prior to the issuance of any new warr ant y. The customer
will be responsible for the cost of the inspection (equal to 1 hour of labor) plus the standard costs associated with
any required repairs. The following warranty terms and conditions apply with the purchase of the No -Fault V300
Camera Warranty:
WARRANTOR - This warranty is granted by WatchGuard, Inc., 415 E. Exchange, Allen, TX 75002, Telephone: 972-
423-9777, Facsimile: 214-383-9661.
PARTIES TO WHOM WARRANTY IS INTENDED - This warranty extends to the original end user of the
equipment only and is not transferable. Any exceptions must be approved in writing from WatchGuard.
PARTS AND COMPONENTS COVERED - The V300 No -Fault warranty covers all parts and components of the
V300 Standard, and the V300 Extended Capacity Body Worn Cameras. This also includes the base, cables, and
battery replacements during the life of the extended warranty. Repair labor of the warranted unit manufactured
and/or installed by WatchGuard are covered by this war rant y, except those parts and components excluded
below.
PARTS AND COMPONENTS NOT COVERED -The No -Fault Warranty will not include systems with intentionally
altered or removed serial numbers, or it is determined that the WatchGuard system was internally changed,
modified, or repaired.
LIMITED LIABILITY - WatchGuard's liability is limited to the repair or replacement of components. WatchGuard will
not be liable for any direct, ind irect, consequent ial, or incidental damages arising out of the use of or inability to use
the system even if the unit proved to be defective.
REMEDY - If, within the duration of this warranty, a unit or component covered by this warranty is damaged in
any way, WatchGuard shall replace the unit with an Advance Replacement unit. The Advance Replacement unit
will ship via UPS ground and include a prepaid shipping label to return the defective or damaged unit . WatchGuard
requires that any and all parts and pieces of the damage unit be returned. By contacting WatchGuard to send in a
unit in for repair or replacement under the No -Fault Warranty, the customer agrees to return the damaged unit
within 30 days. Failure to ret urn the unit will result in the customer being billed the full purchase price for the new
advance shipped unit. The Advance Replacement unit pursuant to this warranty shall be warranted for the
remainder of the warranty period.
wGi Saas Agreement Rev.010218 16
SNIPPING -Throughout the duration of the warranty period, WatchGuard will provide an Advance Replacement
unit with a prepaid shippi_ng label to return any defective unit for end users in the continental United States
provided serial numbers are submitted during the Customer Service diagnostic process. In such event, contact
WatchGuard's Customer Service Department for troubleshooting and to start the diagnostic process. Any
expedited shipping costs are the responsibility of the end user.
Customers that are outside the continental United States will be responsible for all transportation costs both to and
from WatchGuard Video's factory for warranty service, including without limitation to any export or import fees,
duties, tariffs, or any other related fees that may be incurred during transportation.
You may also obtain warranty service by contacting your local WatchGuard Authorized Service Center (ASC) for
shipping instructions . A list of local ASCs may be obtained by contacting WatchGuard's Customer Service
Department. Customers will be responsible for all transportation costs to and from the local ASC for warranty
service.
Should you have any further questions regarding the WatchGuard Video No -Fault warranty, please direct them to:
WatchGuard, Inc.
Attn: Customer Service Department
415 E. Exchange
Allen, Texas 75002
(800) 605-6734 Toll Free Main Phone
(866) 384-8567 Toll Free Queued Customer Service
(972) 423-9777 Main
(214) 383-9661 Fax
www.watchguardvideo.com
su000rte-watc hauar dvideo.com
wGi Saas Agreement Rev.010218 17
SCHEDULE 3
SOFTWARE WARRANTY
SOFTWAREASASERVICESUBSCRIPTION AGREEMENT
For
EVIDENCE LIBRARY.COM
This Software as a Service Agreement (this "Agreement"), effective as of July 301h 2020 (the "Effective Date"), is by and
between WatchGuard Video, Inc., a Delaware corporation with offices located at 415 E. Exchange Pkwy, Allen, TX 75002
("Provider", "we" or "us") and City of Palm Springs ("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 forothergood and
valuable consideration, the receipt and sufficiency of which are hereby acknowledged, the parties agree as follows:
offirM. .M,
"Access Credentials" means any user name, identification number, password, license or security key, security token,
PIN, orother 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 18
"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 sec urit y, 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.
"Indemniter" 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 jurisdicti on.
"Losses" means any and all losses, damages, deficiencies, claims, actions, judgments, settlements, intere st. 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
wGl Saas Agreement Rev.010218 19
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 part y, 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 ExL11bit A.
WGI Saas Agreement Rev.010218 20
"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.
2.1 Amp— and I Ise. 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 theparties:
(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 Manaaement. 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
regardingthis Agreement. Each servicemanager 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 21
(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
"Su bcont ractor" ).
2.8 Suspension or Terminatiort_of Services. We may, directly or indirect ly, 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 equit
y, or under this Agreement.
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 thisAgreement and, inthe case ofThird-Party Materials, the applicable third -
party license agreement. For purposes of clarity and without limitingthe 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 secur ity device or protection used by the Services or Provider Materials or access or use
the Services or Provider M at erials 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 22
(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 usethe 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
0) 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 .
Wig
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
(a) 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 23
unauthorized access); and (b) notify us of any such actual or threatened acti vity.
5.1 5gryogg eels. 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 Sunoort, The Services include ourstandard customer supportservices ("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") wit hin the data center in which the Customer Data resides. At your request, we may provide for geo- redundant storage
("Goo 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, +Spnirmity_
7.1 Prnviriar Systamc and SPri,ritg nhligatinns. 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 forthe 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 E[ghibitp j 12ata. 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 24
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 byyou andyour 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 8cg&sA 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.
8.1 F=. 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 theforegoing, 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 issued
pursuant to Section 5.2 or any deduction or withholding of tax as may be required by applicable Law}.
� el •-e
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 25
the Disclosing Party considers confidential or proprietary, including information consisting of or relatingto 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 Parry or any of its Representatives.
9.4 Comoelled 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 26
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 Right s, in and to the Third -Party Mater ials. 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 relatingthereto.
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 Intellectua I 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) providethe 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, (bl enforce th is Agreement, (c) compile the Resultant Data, and (d) exercise such
rights as we, our Subc ontract ors, and Provide r Personnel may require to perform our obligat i ons hereunder.
11.1 E[ovider 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 standa rds 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 covenantto usthatyouown
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, misapp ropriat e, or
otherwise violate any Int ellect ual Property Rights, or any privacy or other rights of any third party or violate any appl
icable Law.
11.3 DISCLAIMER OFWARRANTIES. EXCEPT FOR THE EXPRESS WARRANTIES SET FORTH IN SECTIONS 11.1AND 11.2,
ALL SERVICES AND PROVIDER MATERIALS ARE PROVIDED "AS IS." WE SPECIFICALLY DISCLAIM ALL IMPLIED WARRANTIES
OF MERCHANTABILITY, FITNESSFOR A PARTICULAR PURPOSE, TITLE, AND NON-INFRINGEM ENT, AND ALL WARRANTI ES
ARISING FROM COURSE OF DEALING, USAGE, OR TRADE PRACTICE. WITHOUT LIMITINGTHE FOREGOING, WE MAKE NO
WARRANTY OFANY KIND THATTHE SERVICES OR PROVIDER MATERIALS, OR ANY PRODUCTS OR RESULTS OFTHE 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"
ANDANY REPRESENTATION OR WARRANTY OFOR CONCERNING ANY THIRD -PARTY MATERIALS IS STRICTLY BETWEEN
YOU AND THE THIRD -PARTY OWNER OR DISTRIBUTOR OF THE THIRD -PARTY MATERIALS.
i.-u� - .■
12.1 Provider Indemnifi cation . We agree to indemnify, defend, and hold harmless you and your officers, directors,
employees, agent s, permitted successors, and permitted assigns (each, a "Customer Indemnitee") from and against any
and all Losses incurred by you or a Customer Indemnitee result in g 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 27
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 availableto
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 III. 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 anyAuthorized 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 28
(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 THATTHE 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 PROFITOR DIMINUTION IN VALUE: (b)
IMPAIRMENT, INABILITY TO USE OR LOSS, INTERRUPTION OR DELAY OF THE SERVICES, OTHERTHANFORTHE ISSUANCE
OFANYAPPLICABLE SERVICE CREDITS PURSUANTTO 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 PAIDTOUS UNDERTHIS
AGREEMENT IN THE 12-MONTH PERIOD PRECEDING THE EVENT GIVING RISE TO THE FIRST CLAIM MADE BY
CUSTOMER. THE FOREGOING LIMITATIONS APPLY EVEN IFANY REMEDY FAILS OF ITS ESSENTIAL PURPOSE.
MCT-Tir..arm u 1-W-7111
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 thisAgreement:
(a) we may terminate this Agreement, effective on written notice to you, if you: (i) fail to pay any amountwhen
WGI Saas Agreement Rev.010218 29
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 writt en 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 orbusiness.
14.4 Effect of Termination or Fxniration. 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: (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.
WGI Saas Agreement Rev.010218 30
(a) During the Term. You may retrieve Customer Data at anytime during the Term.
(b) Uoon 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 Retent ion 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 UNLESSAN 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 Peri od. If we are legall y prevented from deleting the
Customer Data beyond the Post -Termination Retention Period you agree to pay all cost s associated with continued
storage until the Customer Data is either deleted or retrieved by you.
14.6 Survivina 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 expirat ion 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 Retationshi❑ of the Parties. The relationship between the parties is that of independentcont ract ors. Nothing
contained in this Agreement shall be construed as creating any agency, partnership, joint venture, or other form ofjoint
enterprise, employment , orfiduciary relationship between the parties, and neither party shall have authority to contract
for or bindthe 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 (orto 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 Pkwy, AIIen,TX
75002 Facsimile:
Email:
Att ention
If to Customer: City Of Palm Spring 3200 E. Tahquitz
Canyon Way, Palm Springs, CA 92262
Facsimil e: 760-322-8345
Email: ITinvoices@palmspringsca.gov
WGI Saas Agreement Rev.010218 31
Attention: IT Department
WGI Saas Agreement Rev.010218 32
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, thefollowing 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 Assianment. 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 saleof 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, riotor 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 33
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 usecommercially 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, orprivilege.
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_L Government Ri hg_ts. 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 S;overnina 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 anyway 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 orjury 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 yourclaim
WGI Saas Agreement Rev.010218 34
to our registered agent Capitol Corporate Services Inc P 0 Box I X;1. Austin. TX 7.10(17. If we begin an arbitration
proceeding we will send notice to you at the address in Section I3A. The arbitration will be conducted by the American
Arbitration Association ("AAA") under its rules which are available at www adr org or by calling 1-1h00-778-7871). 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 S10.000 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
ONANINDIVIDUAL BASISAND NOTASAPLAINTIFF OR CLASS MEMBER ORREPRESENTATIVE IN ANY PURPORTED CLASS
AND THAT ANY DISPUTE RESOLUTION PROCEEDINGS WILL BE CONDUCTED ONLY ON AN
INDIVIDUAL BASIS AND NOT INA CLASS CONSOLIDATED OR REPRESENTATIVE ACTION Iffor 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
I i.1 5 Counterparts. This Agreement maybe 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
WatchGuard Video, Inc.
City of Palm Springs
By.
(Signature
i
(Signature)
Printed N e: Troy Montgomery
Printed Name.✓moo
Title: Director of Sales
Title:
V)
APPROVED AS TO FORM
CITY ATrOKKFEY
DA,ZOZD
WGI Saas Agreement Rev 010218
SERVICES, SERVICE ALLOCATION and FEES
TheServices: 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 1 (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 officersto
record entire shifts)
For purposes of this Plan, theterm "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 soft ware
Plan cost is based upon the customer's choice of two options: (a) a per -device fee of $495
percontract yearfor 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 theactual usage across all devices averages lessthan 700 GB per device over a
contract year, atthe 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 perdevice per calendar year for pooled (i.e., shared) devices, plus a
flat fee of $0.03 per GB per device per month.
There are nolimitations onthe number ofusers who may access data usingthe Services underthis
Plan. This plan is available for both event -based and shift based video recording policies.
WGI Saas Agreement Rev.010218 36
WGI Saas Agreement Rev.010218 37
EXHIBIT B
OEMS
Addendum
CLOUD ADDENDUM
EVI DENCELI BR.ARY.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 forthe
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.
WGI.PSA.vS.Revision 021418 38
SEVERITY LEVEL
DEFINITION
RESPONSE TIME
1
Total System Failure - occurs when the System is not
Telephone conference
functioning and there is no workaround; such as a
within 1 Hour of initial voice
Central Server is down or when the workflow of an
notification
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.
2
Critical Failure - Critical process failure occurs when a
Telephone conference
crucial element in the System that does not prohibit
within 3 Business Hours of
continuance of basic operations is not functioning and
initial voice notification
there is usually no suitable work -around. Note that this
during normal business
may not be applicable to intermittent problems. This
hours
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 component
Telephone conference
failure occurs when a System component is not
within 6 Business Hours of
functioning, but the System is still useable for its
initial notification during
intended purpose, or there is a reasonable
normal business hours
workaround. This level is meant to 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 tasks are within 2 Standard Business
performed but does not stop workflow. This level is Days of initial notification meant
to represent very 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
WGI.PSA.vS.Revision 021418 39
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. t 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:
• Wi-Fi AP's do not support 802.IIAC
• Customer AP does not support DNS -SD, and/or the Apple Bonjour suite
WGI.PSA.vS.Revision 021418 40
REDACTIVE END USER LICENSE AGREEMENT
LICENSE GRANT
The package contains software ("Software") and related explanatory written materials
("Documentation"). "Software" includes any upgrades, modified versions, updates, additions andcopies of
the Software. "You" means the person or company who is being licensed to use the Software or
Documentation. "We" and "us" means WatchGuard, Inc.
We hereby grant you a perpetual license to use one copy of the Software on any single computer,
provided the Software is in use on only one computer at any time. The Software is "in use" on a
computer when it is loaded into temporary memory (RAM) or installed into the permanent memory of a
computer -for example, a hard disk, CD-ROM or other storage device.
We remain the owner of all right, title and interest in the Software and Documentation.
ARCHIVAL OR BACKUP COPIES
You may either:
• Make one copy of the Software solely for backup or archival purposes; or
• Transfer the Software to a single hard disk, provided you keep the original solely for backup or
archival purposes.
THINGS YOU MAY NOT DO
The Software and Documentation are protected by United States copyright laws and international
treaties. You must treat the Software and Documentation like any other copyrighted material --for
example a book. You may not:
• Copy the Documentation;
• Copy the Software except to make archival or backup copies as provided above;
• Modify or adapt the Software or merge it into anotherprogram;
• Reverse engineer, disassemble, decompile or make any attempt to discover the source codeof
the Software;
• Place the Software onto a server so that it is accessible via a public network such as the Internet;
or
• Sublicense, rent, lease or lend any portion of the Software or Documentation.
WGI.PSA.vS.Revision 021418 41
TRANSFERS
You may transfer all your rights to use the Software and Documentation to another person or legal
entity provided you transfer this Agreement, the Software and Documentation, including all copies,
updates and prior versions to such person or entity andthat you retain no copies, including copies
stored on computer.
IIIll I I 1:441TWT1.111:.G l IVA
We warrant that for a period of ninety days after delivery of this copy of the Software to you:
• The physical media on which this copy of the Software is distributed will be free from defects in
materials and workmanship under normal use;and
• The Software will perform in substantial accordance with the Documentation.
To the extent permitted by applicable law, THE FOREGOING LIMITED WARRANTY IS IN LIEU OF ALL
OTHERWARRANTIESORCONDITIONS, EXPRESS ORIMPLIED,ANDWEDISCLAIMANYANDALLIMPLIED
WARRANTIES OR CONDITIONS, INCLUDING ANY IMPLIED WARRANTY OFTITLE, NONINFRINGEMENT,
MERCHANTABILITY OR FITNESS FORA PARTICULAR PURPOSE, regardless ofwhetherwe knoworhad
reason to know of your particular needs. No employee, agent, dealer or distributor of ours is authorized
to modify this limited warranty, nor to make any additional warranties.
SOME STATES DO NOT ALLOW THE EXCLUSION OF IMPLIED WARRANTIES, SO THE ABOVE EXCLUSION
MAY NOT APPLY TO YOU. THIS WARRANTY GIVES YOU SPECIFIC LEGAL RIGHTS, AND YOU MAY ALSO
HAVE OTHER RIGHTS WHICH VARY FROM STATE TO STATE.
LIMITED REMEDY
Our entire liability and your exclusive remedy shall be:
• The replacement of any diskette(s) or other media not meeting our Limited Warranty which is
returned to us or to an authorized Dealer or Distributor with a copy of your receipt; or
• If we or an authorized Dealer or Distributor are unable to deliver a replacement diskette(s) or
other media that is free of defects in materials or workmanship, you may terminate this
Agreement by returning the Software and Documentation and your money will berefunded.
IN NO EVENT WILL WE BE LIABLE TO YOU FOR ANY DAMAGES, INCLUDING ANY LOST PROFITS, LOST
SAVINGS, OR OTHER INCIDENTAL OR CONSEQUENTIAL DAMAGES ARISING FROM THE USE OF OR THE
INABILITY TO USE THE SOFTWARE (EVEN IF WE OR AN AUTHORIZED DEALER OR DISTRIBUTOR HAS BEEN
ADVISED OF THE POSSIBILITY OF THESE DAMAGES), OR FOR ANY CLAIM BY ANY OTHER PARTY.
SOME STATES DO NOT ALLOW THE LIMITATION OR EXCLUSION OF LIABILITY FOR INCIDENTAL OR
CONSEQUENTIAL DAMAGES, SO THE ABOVE LIMITATION MAY NOT APPLY TO YOU.
WGI.PSA.vs. Revision 021418 42
This license agreement takes effect upon your use of the Software and remains effective until
terminated. You may terminate it at any time by destroying all copies of the Software and
Documentation in your possession. It will also automatically terminate if you fail to comply with any
term or condition of this license agreement. You agree on termination of this license to either return to
usor destroy all copies of the Software and Documentation in your possession.
CONFIDENTIALITY
The Software contains trade secrets and proprietary know-how that belong to us and it is being made
available to you in strict confidence. ANY USE OR DISCLOSURE OF THE SOFTWARE, OR OF ITS
ALGORITHMS, PROTOCOLS OR INTERFACES, OTHERTHAN IN STRICT ACCORDANCE WITHTHIS LICENSE
AGREEMENT, MAY BE ACTIONABLE AS A VIOLATION OF OUR TRADE SECRET RIGHTS.
GENERAL PROVISIONS
1. This written license agreement is the exclusive agreement between you and us concerning the
Software and Documentation and supersedes any and all prior oral or written agreements, negotiations
or other dealings between us conce ruing the Software.
2. This license agreement may be modified only by a writing signed by you and us.
3. In the event of litigation between you and us concerning the Software or Documentation, the
prevailing party in the litigation will be entitled to recover attorney fees and expenses from the other
party.
4. This license agreement is governed by the laws of the State of Texas.
5. You agree that the Software will not be shipped, transferred or exported into any country or used in
any manner prohibited by the United States Export Administration Act or any other export laws,
restrictions or regulations.
WGI.PSA.vS.Revision 021418 43
Tentative Project Schedule
This project schedule is subject to change upon agreement of both parties.
The project schedule includes milestones, task duration, delivery dates, and staff resources assigned to
complete the tasks. This schedule is an approximation based on our experience with the implementation
process. The schedule is subject to change and will be updated as more information is provided. The agency
will be able to provide sign -off on each major milestone/phase completed.
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1.0
Project Initiation
1.1
Project award
1
7/15/20
-
1.2
Purchase order received
1
8/17/20
1.3
Shipment delivered (approximate 30-day product lead time)
30
9/28/20
9/30/20
2.0
Planning and Design
2.1
System and storage design
3
8/24/20
8/28/20
2.2
Finalize server and network plan
3
8/31/20
9/02/20
2.3
Finalize installation locations and procedures
10
8/24/20
9/04/20
3.0
Information Systems Installation
3.1
Provision network connectivity and allocate address space
3
10/05/20
11/19/20
3.2
Provision server and install base components
3
10/12/20
10/14/20
3.3
Install, configure, and test Evidence Library
3
10/12/20
10/14/20
3.4
Perform end -to -end system testing
2
10/14/20
10/15/20
3.5
Complete information systems installation
1
10/12/20
10/15/20
4.0
Training
4.1
Administrator training
1
10/13/20
10/13/20
4.2
User training
1
10/14/20
10/14/20
4.3
Technician training
1-2
10/14/20
10/15/20
WGI.PSA.vS.Revision 021418 44