Agenda packet — Eastvale City Council, April 26, 2023 (part 3 of 3)

Retention will then be available for release to Griffin Structures based on Griffin Structures performance of its scope of work as follows:
1) $160,342 or 100% of the Performance Retention shall be released and paid to Griffin Structures by City in a lump sum if Griffin Structure’s services are rated by the City of Eastvale, in its “sole” discretion, as “Excellent” or “A”.
2) $128,274 or 80% of the Performance Retention shall be released and paid to Griffin Structures by City in a lump sum if Griffin Structure’s services are rated by the City of Eastvale, in its “sole” discretion, as “good” or “B”.
3) $112,239 or 70% of the Performance Retention shall be released and paid to Griffin Structures by City in a lump sum if Griffin Structure’s services are rated by the City of Eastvale, in its “sole” discretion as ‘Fair/Satisfactory” or “C”.
4) If Griffin Structure’s service as rated by City, in its “sole” discretion is less than “A” through “C” as identified herein, no release of any Performance Retention to Griffin Structures by the City of Eastvale shall be required or made by the City of Eastvale.

This 10% Performance Guarantee and retention will be deducted from each monthly fixed fee invoice.

SCOPE OF SERVICES
The scope of services remains unchanged.

QUALIFICATIONS AND EXCLUSIONS

1. Any extension of the schedule beyond November 30 th, 2026 will be billed hourly, in good faith negotiation with the City.

2. Insurance costs are included within the fixed monthly fee.

3. Costs for on-site trailer rental, furniture, utilities, and sanitary facilities is excluded. It is assumed the City and/or the selected Contractor will provide suitable field office space.

4. Costs for all permits required for the project are excluded. It is assumed that the City will pay for all permitting fees, assessments, easements, school fees, and other agency or governmental f ees or costs to support the design and construction the project. We have not included any permit related fees within our fee proposal. Permits will be pulled by others.

5. At no cost to the Owner, and subject to Internal Revenue Code 179D, (Deduction for Energy Efficient Commercial Buildings) Owner agrees to allocate any applicable tax deductions to construction manager (Griffin Structures) as may be relevant to ‘public entity’ projects.

6. Costs for surveying, construction staking, environmen tal and hazardous materials surveys, and all environmental and hazardous materials transportation and remediation costs are excluded.

7. No Environmental monitoring services are included in this proposal and are assumed to be performed by a separate consultant under contract with the City.

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8. Software licenses or user fees and all software training costs for specific project management software being required by either the City or their contractor(s) is excluded. For purposes of providing Document Management services, we have included the use of “Submittal Exchange” (Oracle) in our fixed monthly fee.

9. Cost of bulk blueprinting for plans and specifications for use by the contractors and subcontractors is excluded. Funds included in our fixed monthly fee are for Griffin printing costs alone.

10. Wage Compliance Program including Certified Payroll auditing, field interviews, or reporting is excluded. Based on State Law SB 854, it is assumed that the Dept. of Industrial Relations (DIR) will manage this effort at the State level. Griffin will enforce the Contractor registration requirements stipulated by the DIR.

11. Independent or third -party testing companies such as Roofing, Peer Reviews, or other specialized third-party oversight services other than those listed herein are excluded.

12. No LEED services a re included in this proposal. Any service related to LEED design, specifications, applications, or LEED commissioning are excluded. Should the City wish to pursue LEED certification Griffin will negotiate a scope and fee in good faith with the City.

13. Commissioning requirements required by Cal Green (Title 24) are excluded. Griffin will manage the commissioning process, but we have not included a commissioning agent, nor development of commissioning specifications. LEED commissioning requirements are not included. Should the City choose to move forward with LEED certification, Griffin will execute a process for selecting a LEED commissioning agent should the City wish to pursue LEED accreditation.

14. FF&E selection and procurement is excluded.

15. Construction Site Security is excluded.

16. Construction Manager will review all RFI’s, Submittals, and Substitutions only for completeness, approvals to be executed by the Architect of Record.

17. This proposal does not include a formal independent Inspector of Record (IOR). All City Building Dept. and Public Works inspections are assumed to be performed by the City Building Dept and Public Works inspections staff.

18. This proposal includes Cost Estimates at the following stages of design: Schematic Design, and 100% Design Development. Construction Cost Estimates, when provided, are based on standard industry practice, professional experience, and knowledge of market conditions. Griffin has no control over material and labor costs , or contractor’s methods of establishing prices or the market and bidding conditions at the time of bid. Therefore, Griffin does not guarantee that bids received will not vary from the cost estimate provided and Griffin is not liable for any costs, liabilities, or damages incurred by the City arising from Griffin’s opinion of cost, the actual project cost to the City, delays caused by events outside the control of Griffin, or any labor or material cost increases.

19. Griffin is not responsible for any schedule delays and/or any losses, damages, or liabilities resulting therefrom that are caused by (1) events or conditions that are outside of Griffin’s control or (2) the acts or omissions of parties for whom Griffin is not legally liable (collectively, “Non -Consultant Delays”). The schedule for completion will be extended for any Non -Consultant Delays. If Griffin incurs additional costs or expenses due to Non -Consultant Delays, then Griffin’s fee compensation will be equitably adjusted to cover such additional costs or expenses.

20. This Proposal includes the management of the CEQA process but does not include the services of a 497

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CEQA consultant. A formal Environmental Impact Report is excluded. It is assumed this project is consistent with the City and City’s General and/or Specific Plan and that any CEQA approvals will be achieved through a Mitigated Negative Declaration using City resources.

21. WQMP or SWPPP services are excluded from this proposal. It is assumed the Architect of Record will provide the necessary design of, applicat ion for, and achieve approval by the State for any and all WQMP and SWPPP requirements.

22. Geotechnical services are excluded from this proposal. It is assumed the City will use a Geotechnical firm from its list of On-Call consultants to perform a geotechnical investigation.

23. Excludes any services related to grant or funding application(s).

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AGENDA STAFF REPORT

City Council Meeting

CITY COUNCIL BUSINESS

Agenda Item No. 14.1
April 26, 2023
Agreement with Flock Safety for the Installa0on of Flock Safety Cameras at Strategic Locations throughout the City
Prepared By:

Johnny Terfehr, Community Safety Director
Recommended Action(s)
Staﬀ recommends that the City Council Authorize the City Manager to execute the a ached
agreement with Flock Safety to install Flock Safety cameras at strategic loca"ons throughout the City beginning in Fiscal Year 2023-24 (subject to FY 23/24 budget approval) and adopt the Riverside Sheriff's Office ALPR Policy 412 as the City of Eastvale's ALPR policy.

Summary
The Community Safety Department and the Riverside County Sheriﬀ's Oﬃce recommend Flock Safety as the Sole Source vendor for the Flock Safety Camera. Flock Safety is the sole manufacturer and distributor of the Flock Safety Automa"c License Plate Recogni"on (ALPR) Camera. Flock Safety is also the sole provider of comprehensive monitoring, processing, and machine vision services that integrate with the Flock Safety Camera.

Background
The City of Eastvale made a signiﬁcant investment in Automated License Plate Reader (APLR) technology in 2018 through the approval of a contract with Vigilant Solu"ons. The city installed 30 cameras at eight major intersec"ons entering the city. The current ALPR technology captures license plate informa"on and compares the license plate numbers with mul"ple law enforcement databases (e.g., stolen vehicles; felony vehicles; warrants; terrorism watch list; amber alerts; etc.). If a vehicle of interest has been observed, an alert goes out to law enforcement. ALPR systems automate and improve the eﬃciency and eﬀec"veness of iden"fying stolen/wanted vehicles among the thousands observed entering/exiting our community. 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
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The Vigilant cameras, state-of-the-art at the "me, are becoming outdated. Vigilant ALPR cameras must be installed on each traﬃc lane and capture only the vehicle license plate (not color or vehicle type). Vigilant cameras require established infrastructure in order to be installed, limi"ng op"ons for placement. However, these cameras have helped law enforcement solve crimes and con"nue to do so.

With evolving technology, stand-alone ALPR systems that do not require infrastructure are now available and are being widely adopted. City staﬀ has evaluated Flock Safety cameras, which oﬀer several advantages over the Vigilant system. Flock Safety provides crime-ﬁgh"ng technology (cameras and soFware) under a service subscrip"on model. Flock Safety is the only fully integrated ALPR one-stop solu"on from camera produc"on to delivery and installa"on. The service includes ALPR camera hardware, hardware maintenance, ALPR soFware, soFware updates, unlimited users, 30 days of unlimited data storage, LTE connec"vity, solar panels, poles, moun"ng equipment, and monitoring. Flock Safety provides all supplies and equipment under standard opera"ng procedures and complies with all government regula"ons and workplace safety guidelines. Flock repairs or replaces any cameras that are not func"oning to speciﬁca"ons. The city is only responsible for replacing a camera if it is damaged (such as a vehicle accident or vandalism).

The cameras can capture and process 30,000 vehicles per day and capture two (2) lanes of traﬃc simultaneously with a single camera powered by solar. Flock Safety analyzes vehicle license plate, vehicle color, vehicle make, and objects (roof rack, unique hub cap, etc.) based on image analy"cs (not car registra"on data), protec"ng against stolen/removed license plates. The soFware transmits alerts for hot plates and can set up alerts based on vehicle descrip"on without needing a license plate.

The soFware makes ac"onable evidence available when needed that is easily searchable by vehicle type, make, model, color, timeframe, partial/full license plate, and object detection. This technology will allow law enforcement to more accurately detect and stop the actual vehicle used in a crime instead of similar-looking vehicles. This will save law enforcement "me inves"ga"ng criminal ac"vity and prevent the unnecessary stops and deten"ons of motorists driving vehicles that may look similar to wanted vehicles but are uninvolved in criminal activity associated with the vehicle.

Flock Safety focuses on objec"ve evidence by capturing car features (make, model, color, license plate, state of the plate, and other vehicle features). Flock Safety ensures that privacy is protected by not using facial recogni"on technology and not recording any personally iden"ﬁable informa"on such as names, addresses, or phone numbers. Flock Safety does not sell the data to third par"es.

The camera footage is stored, secured, and encrypted in AWS Government Cloud and automa"cally deleted every thirty (30) days on a rolling basis. Only law enforcement agencies have access to the Flock data. The camera only takes photos, and there is no live feed. The system is not monitored, and it is not used for surveillance purposes or traﬃc enforcement. To protect privacy and use of data, the Riverside County Sheriﬀ's Oﬃce has a detailed policy concerning ALPR (please see RSO ALPR Policy 412 attached).

The Riverside Sheriﬀ's Oﬃce has successfully u"lized Flock Safety since 2021 and has 260 cameras installed in unincorporated areas of the County. In addi"on, all the ci"es bordering Eastvale (Corona, Chino, Ontario, Jurupa Valley, and Norco) use Flock Safety. Some other ci"es that have 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
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adopted Flock Safety include Beaumont, Canyon Lake, Cathedral City, Desert Hot Springs, Hemet, Lake Elsinore, Menifee, Moreno Valley, Norco, Perris, Palm Desert, San Jacinto, Temecula, and Wildomar. A total of over 211 Ci"es and Coun"es in California use Flock Safety, and there are approximately 3000 cameras in Southern California alone.

Even though other neighboring ci"es have Flock cameras, adding them in Eastvale would drama"cally improve our law enforcement's ability to solve crimes in Eastvale. The proposal to install 61 cameras in strategic loca"ons throughout the city is through collabora"on with the Riverside County Sheriﬀ's Oﬃce and City staﬀ. The proposal would provide cameras at each entrance to the city (except loca"ons where an adjacent city already has a Flock camera capturing the direc"on of travel needed) and strategic intersec"ons throughout the city's interior. This approach will allow Depu"es to ﬁnd wanted vehicles and be er understand where they are in the
city, not just whether they have entered or exited the city. Most law enforcement agencies in California share their Flock data providing a statewide network of cameras capturing wanted vehicle informa"on. If a vehicle is wanted by Eastvale Depu"es and that vehicle appears in any other city with Flock, law enforcement will be alerted. The reverse is also true.

The Vigilant cameras the city purchased in 2018 remain func"onal and con"nue to provide ac"onable license plate data to law enforcement. The cameras are not soFware upgradeable. They are designed speciﬁcally for ALPR and, therefore, cannot be repurposed. The ini"al contract for the Vigilant ALPR system represented a cost of $4,203.23 per camera per year. If projected out for ten years, Vigilant costs $2,410.81 per camera per year (not including any needed maintenance, repairs, or replacements). While the per camera, per year cost for Flock is approximately $600.00 higher in the ten-year scenario, Flock's lease model of service means that the city beneﬁts from the latest hardware and soFware capabili"es along with maintenance, replacement, updates, and upgrades to the cameras for as long as the city continues its relationship with Flock Safety.

If the City Council approves the Flock Safety system, the disposi"on (renew or cancel) of the Vigilant contract will come as a separate item before the Vigilant contract expires at the end of 2023.

Environmental
The proposed ac"on is not subject to the California Environmental Quality Act (“CEQA”) pursuant to Sec"ons 15060(c)(2) and 15060(c)(3) of the State of California Guidelines for Implementa"on of CEQA (commencing with Sec"on 15000 of Title 14 of the California Code of Regula"ons; herein referred to as the “State CEQA Guidelines”) because it will not result in a direct or reasonably foreseeable indirect physical change in the environment and is not a “project,” as deﬁned in Sec"on 15378 of the CEQA Guidelines.

Strategic Plan Action - Priority Level: N/A
| Target #: 1
| Goal #: 5
Identify and recommend tools necessary for optimal employee performance.

Use innova"on and technology to enhance public safety with considera"on and balance of privacy and public trust
Fiscal Impact
On December 12, 2018, the City Council approved an ALPR agreement with Vigilant Solu"ons for the camera system purchase, installa"on, and ongoing services. The camera conﬁgura"on included thirty (30) ﬁxed ALPR cameras and six (6) mobile unit cameras for a total cost of $756,583.00 for ﬁve 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
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(5) years. The current contract is expected to expire in December 2023. The cost to renew services with Vigilant Solu"ons for one year is approximately $22,262.33. The original 5-year contract included the purchase and installa"on cost of the cameras and warranty during that period. The renewal is for the ALPR service and connec"vity and does not include maintenance, upgrades, or warranty.

Flock Safety has proposed a cost of $3,000.00 per camera per year in addi"on to a $350.00 one-"me implementa"on fee. The proposed pricing includes solar-powered camera hardware, ALPR technology, maintenance warranty, cloud hos"ng, unlimited user licenses, and ongoing soFware enhancements. City staﬀ and the Riverside County Sheriﬀ's Oﬃce recommend the installa"on of 61 ﬂock safety cameras for an approximate cost of $204,350 in year one and $183,000 in year two.

Renewals of the Flock service in subsequent years will be at the current rate Flock charges at that time.

The proposed ﬁscal year 2023-24 budget includes adequate appropria"ons for Flock Safety services in the General Fund account Other Capital Outlay, 100-400-6695. The contract will not be signed until July 1, as such expenditures will apply to the next 2023-24 fiscal year.

Prior City Council/Commission Action
On December 12, 2018, City Council approved the Vigilant ALPR camera system.

On January 24, 2023, a Flock Safety presentation was provided to the Public Safety Commission.

On January 25, 2023, a Flock Safety presentation was provided to the City Council.

Attachment(s)
Attachment 1 - Flock Safety Overview

Attachment 2 - Flock Safety Quote

Attachment 3 - Flock Safety Agreement

Attachment 4 - RSO ALPR Policy 412

Attachment 5 - December 12, 2018 Staff Report and Contract for Vigilant

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Flock Safety + CA - City of Eastvale
______________

Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________

MAIN CONTACT:

Jesse Mund
[email protected]
7138996379

Created Date: 04/05/2023
Expiration Date: 07/21/2023
Quote Number: Q-04096
PO Number:

514

Budgetary Quote
This document is for informational purposes only. Pricing is subject to change.

Bill To: 12363 Limonite Ave Mira Loma, California 91752 Ship To: 12363 Limonite Ave Mira Loma, California 91752

Billing Company Name: CA - City of Eastvale Subscription Term: 24 Months Billing Contact Name: Payment Terms: Net 30
Billing Email Address: Retention Period: 30 Days
Billing Phone: Billing Frequency: 50% of Annual Contract + 100% of Implementation Invoiced at Signing. 25% of Annual Contract Invoiced
at First Camera Validation. 25% of Annual Contract
Invoiced at Last Camera Validation. Annual payments
invoiced for remainder of subscription term.

Hardware and Software Products
Annual recurring amounts over subscription term

Item Cost Quantity Total
Flock Safety Platform $183,000.00
Flock Safety Flock OS
FlockOS Included 1 Included
Flock Safety LPR Products
Falcon Included 61 Included

Professional Services and One Time Purchases

Item Cost Quantity Total
One Time Fees
Flock Safety Professional Services
Professional Services - Standard
Implementation Fee $650.00 30 $19,500.00
Professional Services - Existing Infrastructure
Implementation Fee $150.00 31 $4,650.00

Subtotal Year 1: $207,150.00
Annual Recurring Subtotal: $183,000.00
Estimated Tax: $0.00
Contract Total: $390,150.00

Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This is not an invoice – this document is a non-binding proposal for informational purposes only. Pricing is subject to change. 515
Billing Schedule Amount (USD)
Year 1
At Contract Signing $115,650.00
At First Device Installed $45,750.00
At Last Device Installed $45,750.00
Year 2 $183,000.00
Contract Total $390,150.00
*Tax not included

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Product and Services Description

Flock Safety Platform Items Product Description
Flock Safety Falcon™ An infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint™ technology to capture vehicular attributes.

One-Time Fees Service Description
Installation on existing
infrastructure
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief.

Professional Services -
Standard Implementation Fee
One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.

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Flock Safety + CA - City of Eastvale
______________
Flock Group Inc.
1170 Howell Mill Rd, Suite 210
Atlanta, GA 30318
______________
MAIN CONTACT:

Jesse Mund
[email protected]
7138996379
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EXHIBIT A

ORDER FORM
Customer: CA - City of Eastvale Initial Term: 24 Months Legal Entity Name: CA - City of Eastvale Renewal Term: 24 Months Address: 12363 Limonite Ave Eastvale, California 91752 Payment Terms: Net 30 Billing Frequency: 50% of Annual Contract + 100% of Implementation Invoiced at Signing. 25% of Annual Contract Invoiced at First Camera Validation. 25% of Annual Contract Invoiced at Last Camera Validation. Annual payments invoiced for remainder of
subscription term.

Retention Period: 30 Days
Hardware and Software Products
Annual recurring amounts over subscription term
Item Cost Quantity Total
Flock Safety Platform $183,000.00
Flock Safety Flock OS
FlockOS Included 1 Included
Flock Safety LPR Products
Falcon Included 61 Included
Professional Services and One Time Purchases
Item Cost Quantity Total
One Time Fees
Flock Safety Professional Services
Professional Services - Standard Implementation Fee $650.00 30 $19,500.00 Professional Services - Existing Infrastructure
Implementation Fee $150.00 31 $4,650.00
Subtotal Year 1: $207,150.00
Annual Recurring Subtotal: $183,000.00
Estimated Tax: $0.00
Contract Total: $390,150.00
Taxes shown above are provided as an estimate. Actual taxes are the responsibility of the Customer. This Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term. 519
Billing Schedule
Billing Schedule Amount (USD)
Year 1
At Contract Signing $115,650.00
At First Device Installed $45,750.00
At Last Device Installed $45,750.00
Annual Recurring after Year 1 $183,000.00
Contract Total $390,150.00
*Tax not included
520
Product and Services Description
Flock Safety Platform Items Product Description Terms
Flock Safety Falcon™
An infrastructure-free license plate reader camera that utilizes Vehicle Fingerprint® technology to capture vehicular attributes.

The Term shall commence upon first installation and validation of Flock Hardware.

Professional Services - Standard
Implementation Fee
One-time Professional Services engagement. Includes site and safety assessment, camera setup and testing, and shipping and handling in accordance with the Flock Safety Standard Implementation Service Brief.

Professional Services -
Advanced Implementation Fee
One-time Professional Services engagement. Includes site & safety assessment, camera setup & testing, and shipping & handling in accordance with the Flock Safety Advanced Implementation Service Brief. 521
By executing this Order Form, Customer represents and warrants that it has read and agrees to all of the terms and conditions contained in the Master Services Agreement attached. The Parties have executed this Agreement as of the dates set forth below.

FLOCK GROUP, INC. Customer: CA - City of Eastvale
By:
\FSSignature2\
By:
\FSSignature1\
Name:
\FSFullname2\
Name:
\FSFullname1\
Title:
\FSTitle2\
Title:
\FSTitle1\
Date:
\FSDateSigned2\
Date:
\FSDateSigned1\
PO Number:
522
Master Services Agreement
This Master Services Agreement (this “Agreement”) is entered into by and between Flock Group, Inc. with a place of business at 1170 Howell Mill Road NW Suite 210, Atlanta, GA 30318 (“Flock”) and the entity identified in the signature block (“Customer”) (each a “Party,” and together, the “Parties”) on this the 05 day of April 2023. This Agreement is effective on the date of mutual execution (“Effective Date”). Parties will sign an Order Form (“Order Form”) which will describe the Flock Services to be performed and the period for performance, attached hereto as Exhibit A. The Parties agree as follows:

RECITALS
WHEREAS, Flock offers a software and hardware situational awareness solution through Flock’s technology platform that upon detection is capable of capturing audio, video, image, and recording data and provide notifications to Customer (“Notifications”); WHEREAS, Customer desires access to the Flock Services (defined below) on existing devices, provided by Customer, or Flock provided Flock Hardware (as defined below) in order to create, view, search and archive Footage and receive Notifications, via the Flock Services; WHEREAS, Customer shall have access to the Footage in Flock Services. Pursuant to Flock’s standard Retention Period (defined below) Flock deletes all Footage on a rolling thirty (30) day basis, except as otherwise stated on the Order Form. Customer shall be responsible for extracting, downloading and archiving Footage from the Flock Services on its own storage devices; and
WHEREAS, Flock desires to provide Customer the Flock Services and any access thereto, subject to the terms and conditions of this Agreement, solely for the awareness, prevention, and prosecution of crime, bona fide investigations and evidence gathering for law enforcement purposes, (“Permitted Purpose”).
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AGREEMENT
NOW, THEREFORE, Flock and Customer agree that this Agreement, and any Order Form, purchase orders, statements of work, product addenda, or the like, attached hereto as exhibits and incorporated by reference, constitute the complete and exclusive statement of the Agreement of the Parties with respect to the subject matter of this Agreement, and replace and supersede all prior agreements, term sheets, purchase orders, correspondence, oral or written communications and negotiations by and between the Parties.

1. DEFINITIONS
Certain capitalized terms, not otherwise defined herein, have the meanings set forth or cross- referenced in this Section 1.

1.1 “Anonymized Data” means Customer Data permanently stripped of identifying details and any potential personally identifiable information, by commercially available standards which irreversibly alters data in such a way that a data subject (i.e., individual person or entity) can no longer be identified directly or indirectly.

1.2 “Authorized End User(s)” means any individual employees, agents, or contractors of Customer accessing or using the Services, under the rights granted to Customer pursuant to this Agreement.

1.3 “Customer Data” means the data, media and content provided by Customer through the Services. For the avoidance of doubt, the Customer Data will include the Footage.

1.4. “Customer Hardware” means the third-party camera owned or provided by Customer and any other physical elements that interact with the Embedded Software and the Web Interface to provide the Services.

1.5 “Embedded Software” means the Flock proprietary software and/or firmware integrated with or installed on the Flock Hardware or Customer Hardware.

1.6 “Flock Hardware” means the Flock device(s), which may include the pole, clamps, solar panel, installation components, and any other physical elements that interact with the Embedded Software and the Web Interface, to provide the Flock Services as specifically set forth in the applicable product addenda.
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1.7 “Flock IP” means the Services, the Embedded Software, and any intellectual property or proprietary information therein or otherwise provided to Customer and/or its Authorized End Users. Flock IP does not include Footage (as defined below).

1.8 “Flock Network End User(s)” means any user of the Flock Services that Customer authorizes access to or receives data from, pursuant to the licenses granted herein.

1.9 “Flock Services” means the provision of Flock’s software and hardware situational awareness solution, via the Web Interface, for automatic license plate detection, alerts, audio detection, searching image records, video and sharing Footage.

1.10 “Footage” means still images, video, audio and other data captured by the Flock Hardware or Customer Hardware in the course of and provided via the Flock Services.

1.11 “Hotlist(s)” means a digital file containing alphanumeric license plate related information pertaining to vehicles of interest, which may include stolen vehicles, stolen vehicle license plates, vehicles owned or associated with wanted or missing person(s), vehicles suspected of being involved with criminal or terrorist activities, and other legitimate law enforcement purposes.

Hotlist also includes, but is not limited to, national data (i.e., NCIC) for similar categories, license plates associated with AMBER Alerts or Missing Persons/Vulnerable Adult Alerts, and includes manually entered license plate information associated with crimes that have occurred in any local jurisdiction.

1.12 “Installation Services” means the services provided by Flock for installation of Flock Services.

1.13 “Retention Period” means the time period that the Customer Data is stored within the cloud storage, as specified in the product addenda.

1.14 “Vehicle Fingerprint™ ” means the unique vehicular attributes captured through Services such as: type, make, color, state registration, missing/covered plates, bumper stickers, decals, roof racks, and bike racks.

1.15 “Web Interface” means the website(s) or application(s) through which Customer and its Authorized End Users can access the Services.
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2. SERVICES AND SUPPORT

2.1 Provision of Access. Flock hereby grants to Customer a non-exclusive, non-transferable right to access the features and functions of the Flock Services via the Web Interface during the Term, solely for the Authorized End Users. The Footage will be available for Authorized End Users to access and download via the Web Interface for the data retention time defined on the Order Form (“Retention Period”). Authorized End Users will be required to sign up for an account and select a password and username (“User ID”). Customer shall be responsible for all acts and omissions of Authorized End Users, and any act or omission by an Authorized End User which, including any acts or omissions of authorized End user which would constitute a breach of this agreement if undertaken by customer. Customer shall undertake reasonable efforts to make all Authorized End Users aware of all applicable provisions of this Agreement and shall cause Authorized End Users to comply with such provisions. Flock may use the services of one or more third parties to deliver any part of the Flock Services, (such as using a third party to host the Web Interface for cloud storage or a cell phone provider for wireless cellular coverage).

2.2 Embedded Software License. Flock grants Customer a limited, non-exclusive, non- transferable, non-sublicensable (except to the Authorized End Users), revocable right to use the Embedded Software as it pertains to Flock Services, solely as necessary for Customer to use the Flock Services.

2.3 Support Services. Flock shall monitor the Flock Services, and any applicable device health, in order to improve performance and functionality. Flock will use commercially reasonable efforts to respond to requests for support within seventy-two (72) hours. Flock will provide Customer with reasonable technical and on-site support and maintenance services in-person, via phone or by email at [email protected] (such services collectively referred to as “Support Services”).

2.4 Upgrades to Platform. Flock may make any upgrades to system or platform that it deems necessary or useful to (i) maintain or enhance the quality or delivery of Flock’s products or services to its agencies;the competitive strength of, or market for, Flock’s products or services;such platform or system’s cost efficiency or performance, or (ii) to comply with applicable law. Parties understand that such upgrades are necessary from time to time and will not 526
diminish the quality of the services or materially change any terms or conditions within this Agreement.

2.5 Service Interruption. Services may be interrupted in the event that: (a) Flock’s provision of the Services to Customer or any Authorized End User is prohibited by applicable law; (b) any third-party services required for Services are interrupted; (c) if Flock reasonably believe Services are being used for malicious, unlawful, or otherwise unauthorized use; (d) there is a threat or attack on any of the Flock IP by a third party; or (e) scheduled or emergency maintenance (“Service Interruption”). Flock will make commercially reasonable efforts to provide written notice of any Service Interruption to Customer,to provide updates, and to resume providing access to Flock Services as soon as reasonably possible after the event giving rise to the Service Interruption is cured. Flock will have no liability for any damage, liabilities, losses (including any loss of data or profits), or any other consequences that Customer or any Authorized End User may incur as a result of a Service Interruption. To the extent that the Service Interruption is not caused by Customer’s direct actions or by the actions of parties associated with the Customer, the time will be tolled by the duration of the Service Interruption (for any continuous suspension lasting at least one full day). For example, in the event of a Service Interruption lasting five (5) continuous days, Customer will receive a credit for five (5) free days at the end of the Term.

2.6 Service Suspension. Flock may temporarily suspend Customer’s and any Authorized End User’s access to any portion or all of the Flock IP or Flock Service if (a) there is a threat or attack on any of the Flock IP by Customer; (b) Customer’s or any Authorized End User’s use of the Flock IP disrupts or poses a security risk to the Flock IP or any other customer or vendor of Flock; (c) Customer or any Authorized End User is/are using the Flock IP for fraudulent or illegal activities; (d) Customer has violated any term of this provision, including, but not limited to, utilizing Flock Services for anything other than the Permitted Purpose; or (e) any unauthorized access to Flock Services through Customer’s account (“Service Suspension”). Customer shall not be entitled to any remedy for the Service Suspension period, including any reimbursement, tolling, or credit. If the Service Suspension was not caused by Customer, the Term will be tolled by the duration of the Service Suspension.

2.7 Hazardous Conditions. Flock Services do not contemplate hazardous materials, or other hazardous conditions, including, without limit, asbestos, lead, toxic or flammable substances. In the event any such hazardous materials are discovered in the designated locations in which Flock 527
is to perform services under this Agreement, Flock shall have the right to cease work immediately.

3. CUSTOMER OBLIGATIONS

3.1 Customer Obligations. Flock will assist Customer Authorized End Users in the creation of a User ID. Authorized End Users agree to provide Flock with accurate, complete, and updated registration information. Authorized End Users may not select as their User ID, a name that they do not have the right to use, or any other name with the intent of impersonation. Customer and Authorized End Users may not transfer their account to anyone else without prior written permission of Flock. Authorized End Users shall not share their account username or password information and must protect the security of the username and password. Unless otherwise stated and defined in this Agreement, Customer shall not designate Authorized End Users for persons who are not officers, employees, or agents of Customer. Authorized End Users shall only use Customer-issued email addresses for the creation of their User ID. Customer is responsible for any Authorized End User activity associated with its account. Customer shall ensure that Customer provides Flock with up to date contact information at all times during the Term of this agreement. Customer shall be responsible for obtaining and maintaining any equipment and ancillary services needed to connect to, access or otherwise use the Flock Services. Customer shall (at its own expense) provide Flock with reasonable access and use of Customer facilities and Customer personnel in order to enable Flock to perform Services (such obligations of Customer are collectively defined as “Customer Obligations”).

3.2 Customer Representations and Warranties. Customer represents, covenants, and warrants that Customer shall use Flock Services only in compliance with this Agreement and all applicable laws and regulations, including but not limited to any laws relating to the recording or sharing of data, video, photo, or audio content.

4. DATA USE AND LICENSING

4.1 Customer Data. As between Flock and Customer, all right, title and interest in the Customer Data, belong to and are retained solely by Customer. Customer hereby grants to Flock a limited, non-exclusive, royalty-free, irrevocable, worldwide license to use the Customer Data and perform 528
all acts as may be necessary for Flock to provide the Flock Services to Customer. Flock does not own and shall not sell Customer Data.

4.2 Customer Generated Data. Flock may provide Customer with the opportunity to post, upload, display, publish, distribute, transmit, broadcast, or otherwise make available, messages, text, illustrations, files, images, graphics, photos, comments, sounds, music, videos, information, content, ratings, reviews, data, questions, suggestions, or other information or materials produced by Customer (“Customer Generated Data”). Customer shall retain whatever legally cognizable right, title, and interest in Customer Generated Data. Customer understands and acknowledges that Flock has no obligation to monitor or enforce Customer’s intellectual property rights of Customer Generated Data. Customer grants Flock a non-exclusive, irrevocable, worldwide, royalty-free, license to use the Customer Generated Data for the purpose of providing Flock Services. Flock does not own and shall not sell Customer Generated Data.

4.3 Anonymized Data. Flock shall have the right to collect, analyze, and anonymize Customer Data and Customer Generated Data to the extent such anonymization renders the data non- identifiable to create Anonymized Data to use and perform the Services and related systems and technologies, including the training of machine learning algorithms. Customer hereby grants Flock a non-exclusive, worldwide, perpetual, royalty-free right to use and distribute such Anonymized Data to improve and enhance the Services and for other development, diagnostic and corrective purposes, and other Flock offerings. Parties understand that the aforementioned license is required for continuity of Services. Flock does not own and shall not sell Anonymized Data.

5. CONFIDENTIALITY; DISCLOSURES

5.1 Confidentiality. To the extent required by any applicable public records requests, each Party (the “Receiving Party”) understands that the other Party (the “Disclosing Party”) has disclosed or may disclose business, technical or financial information relating to the Disclosing Party’s business (hereinafter referred to as “Proprietary Information” of the Disclosing Party).

Proprietary Information of Flock includes non-public information regarding features, functionality and performance of the Services. Proprietary Information of Customer includes non-public data provided by Customer to Flock or collected by Flock via Flock Services, which includes but is not limited to geolocation information and environmental data collected by sensors. The Receiving 529
Party agrees: (i) to take the same security precautions to protect against disclosure or unauthorized use of such Proprietary Information that the Party takes with its own proprietary information, but in no event less than commercially reasonable precautions, and (ii) not to use (except in performance of the Services or as otherwise permitted herein) or divulge to any third person any such Proprietary Information. The Disclosing Party agrees that the foregoing shall not apply with respect to any information that the Receiving Party can document (a) is or becomes generally available to the public; or (b) was in its possession or known by it prior to receipt from the Disclosing Party; or (c) was rightfully disclosed to it without restriction by a third party; or (d) was independently developed without use of any Proprietary Information of the Disclosing Party.

Nothing in this Agreement will prevent the Receiving Party from disclosing the Proprietary Information pursuant to any judicial or governmental order, provided that the Receiving Party gives the Disclosing Party reasonable prior notice of such disclosure to contest such order. At the termination of this Agreement, all Proprietary Information will be returned to the Disclosing Party, destroyed or erased (if recorded on an erasable storage medium), together with any copies thereof, when no longer needed for the purposes above, or upon request from the Disclosing Party, and in any case upon termination of the Agreement. Notwithstanding any termination, all confidentiality obligations of Proprietary Information that is trade secret shall continue in perpetuity or until such information is no longer trade secret.

5.2 Usage Restrictions on Flock IP. Flock and its licensors retain all right, title and interest in and to the Flock IP and its components, and Customer acknowledges that it neither owns nor acquires any additional rights in and to the foregoing not expressly granted by this Agreement.

Customer further acknowledges that Flock retains the right to use the foregoing for any purpose in Flock’s sole discretion. Customer and Authorized End Users shall not: (i) copy or duplicate any of the Flock IP; (ii) decompile, disassemble, reverse engineer, or otherwise attempt to obtain or perceive the source code from which any software component of any of the Flock IP is compiled or interpreted, or apply any other process or procedure to derive the source code of any software included in the Flock IP; (iii) attempt to modify, alter, tamper with or repair any of the Flock IP, or attempt to create any derivative product from any of the foregoing; (iv) interfere or attempt to interfere in any manner with the functionality or proper working of any of the Flock IP; (v) remove, obscure, or alter any notice of any intellectual property or proprietary right appearing on or contained within the Flock Services or Flock IP; (vi) use the Flock Services for anything other 530
than the Permitted Purpose; or (vii) assign, sublicense, sell, resell, lease, rent, or otherwise transfer, convey, pledge as security, or otherwise encumber, Customer’s rights. There are no implied rights.

5.3 Disclosure of Footage. Subject to and during the Retention Period, Flock may access, use, preserve and/or disclose the Footage to law enforcement authorities, government officials, and/or third parties, if legally required to do so or if Flock has a good faith belief that such access, use, preservation or disclosure is reasonably necessary to comply with a legal process, enforce this Agreement, or detect, prevent or otherwise address security, privacy, fraud or technical issues, or emergency situations.

6. PAYMENT OF FEES

6.1 Billing and Payment of Fees. Customer shall pay the fees set forth in the applicable Order Form based on the billing structure and payment terms as indicated in the Order Form. If Customer believes that Flock has billed Customer incorrectly, Customer must contact Flock no later than thirty (30) days after the closing date on the first invoice in which the error or problem appeared to receive an adjustment or credit. Customer acknowledges and agrees that a failure to contact Flock within this period will serve as a waiver of any claim. If any undisputed fee is more than thirty (30) days overdue, Flock may, without limiting its other rights and remedies, suspend delivery of its service until such undisputed invoice is paid in full. Flock shall provide at least thirty (30) days’ prior written notice to Customer of the payment delinquency before exercising any suspension right.

6.2 Notice of Changes to Fees. Flock reserves the right to change the fees for subsequent Renewal Terms by providing sixty (60) days’ notice (which may be sent by email) prior to the end of the Initial Term or Renewal Term (as applicable).

6.3 Late Fees. If payment is not issued to Flock by the due date of the invoice, an interest penalty of 1.0% of any unpaid amount may be added for each month or fraction thereafter, until final payment is made.

6.4 Taxes. Customer is responsible for all taxes, levies, or duties, excluding only taxes based on Flock’s net income, imposed by taxing authorities associated with the order. If Flock has the legal obligation to pay or collect taxes, including amount subsequently assessed by a taxing 531
authority, for which Customer is responsible, the appropriate amount shall be invoice to and paid by Customer unless Customer provides Flock a legally sufficient tax exemption certificate and Flock shall not charge customer any taxes from which it is exempt. If any deduction or withholding is required by law, Customer shall notify Flock and shall pay Flock any additional amounts necessary to ensure that the net amount that Flock receives, after any deduction and withholding, equals the amount Flock would have received if no deduction or withholding had been required.

7. TERM AND TERMINATION

7.1 Term. The initial term of this Agreement shall be for the period of time set forth on the Order Form (the “Term”). Following the Term, unless otherwise indicated on the Order Form, this Agreement will automatically renew for successive renewal terms of the greater of one year or the length set forth on the Order Form (each, a “Renewal Term”) unless either Party gives the other Party notice of non-renewal at least thirty (30) days prior to the end of the then-current term.

7.2 Termination. Upon termination or expiration of this Agreement, Flock will remove any applicable Flock Hardware at a commercially reasonable time period. In the event of any material breach of this Agreement, the non-breaching Party may terminate this Agreement prior to the end of the Term by giving thirty (30) days prior written notice to the breaching Party; provided, however, that this Agreement will not terminate if the breaching Party has cured the breach prior to the expiration of such thirty (30) day period (“Cure Period”). Either Party may terminate this Agreement (i) upon the institution by or against the other Party of insolvency, receivership or bankruptcy proceedings, (ii) upon the other Party's making an assignment for the benefit of creditors, or (iii) upon the other Party's dissolution or ceasing to do business. In the event of a material breach by Flock, and Flock is unable to cure within the Cure Period, Flock will refund Customer a pro-rata portion of the pre-paid fees for Services not received due to such termination.

7.3 Survival. The following Sections will survive termination: 1, 3, 5, 6, 7, 8.3, 8.4, 9, 10.1 and

10.6. 532

8. REMEDY FOR DEFECT; WARRANTY AND DISCLAIMER

8.1 Manufacturer Defect. Upon a malfunction or failure of Flock Hardware or Embedded Software (a “Defect”), Customer must notify Flock’s technical support team. In the event of a Defect, Flock shall make a commercially reasonable attempt to repair or replace the defective Flock Hardware at no additional cost to the Customer. Flock reserves the right, in its sole discretion, to repair or replace such Defect, provided that Flock shall conduct inspection or testing within a commercially reasonable time, but no longer than seven (7) business days after Customer gives notice to Flock.

8.2 Replacements. In the event that Flock Hardware is lost, stolen, or damaged, Customer may request a replacement of Flock Hardware at a fee according to the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule). In the event that Customer chooses not to replace lost, damaged, or stolen Flock Hardware, Customer understands and agrees that (1) Flock Services will be materially affected, and (2) that Flock shall have no liability to Customer regarding such affected Flock Services, nor shall Customer receive a refund for the lost, damaged, or stolen Flock Hardware.

8.3 Warranty. Flock shall use reasonable efforts consistent with prevailing industry standards to maintain the Services in a manner which minimizes errors and interruptions in the Services and shall perform the Installation Services in a professional and workmanlike manner. Services may be temporarily unavailable for scheduled maintenance or for unscheduled emergency maintenance, either by Flock or by third-party providers, or because of other causes beyond Flock’s reasonable control, but Flock shall use reasonable efforts to provide advance notice in writing or by e-mail of any scheduled service disruption.

8.4 Disclaimer. THE REMEDY DESCRIBED IN SECTION 8.1 ABOVE IS CUSTOMER’S SOLE REMEDY, AND FLOCK’S SOLE LIABILITY, WITH RESPECT TO DEFECTS.

FLOCK DOES NOT WARRANT THAT THE SERVICES WILL BE UNINTERRUPTED OR ERROR FREE; NOR DOES IT MAKE ANY WARRANTY AS TO THE RESULTS THAT MAY BE OBTAINED FROM USE OF THE SERVICES. EXCEPT AS EXPRESSLY SET FORTH IN THIS SECTION, THE SERVICES ARE PROVIDED “AS IS” AND FLOCK

DISCLAIMS ALL WARRANTIES, EXPRESS OR IMPLIED, INCLUDING, BUT NOT

LIMITED TO, IMPLIED WARRANTIES OF MERCHANTABILITY AND FITNESS FOR A 533
PARTICULAR PURPOSE AND NON-INFRINGEMENT. THIS DISCLAIMER ONLY

APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE MENTIONED IN SECTION 10.6.

8.5 Insurance. Flock will maintain commercial general liability policies as stated in Exhibit B.

8.6 Force Majeure. Parties are not responsible or liable for any delays or failures in performance from any cause beyond their control, including, but not limited to acts of God, changes to law or regulations, embargoes, war, terrorist acts, pandemics (including the spread of variants), issues of national security, acts or omissions of third-party technology providers, riots, fires, earthquakes, floods, power blackouts, strikes, supply chain shortages of equipment or supplies, financial institution crisis, weather conditions or acts of hackers, internet service providers or any other third party acts or omissions.

9. LIMITATION OF LIABILITY; INDEMNITY

9.1 Limitation of Liability. NOTWITHSTANDING ANYTHING TO THE CONTRARY,

FLOCK, ITS OFFICERS, AFFILIATES, REPRESENTATIVES, CONTRACTORS AND

EMPLOYEES SHALL NOT BE RESPONSIBLE OR LIABLE WITH RESPECT TO ANY

SUBJECT MATTER OF THIS AGREEMENT OR TERMS AND CONDITIONS RELATED

THERETO UNDER ANY CONTRACT, NEGLIGENCE, STRICT LIABILITY, PRODUCT LIABILITY, OR OTHER THEORY: (A) FOR LOSS OF REVENUE, BUSINESS OR BUSINESS INTERRUPTION; (B) INCOMPLETE, CORRUPT, OR INACCURATE DATA; (C) COST OF PROCUREMENT OF SUBSTITUTE GOODS, SERVICES OR TECHNOLOGY; (D)

FOR ANY INDIRECT, EXEMPLARY, INCIDENTAL, SPECIAL OR CONSEQUENTIAL DAMAGES; (E) FOR ANY MATTER BEYOND FLOCK’S ACTUAL KNOWLEDGE OR

REASONABLE CONTROL INCLUDING REPEAT CRIMINAL ACTIVITY OR INABILITY TO CAPTURE FOOTAGE; OR (F) FOR ANY AMOUNTS THAT, TOGETHER WITH

AMOUNTS ASSOCIATED WITH ALL OTHER CLAIMS, EXCEED THE FEES PAID

AND/OR PAYABLE BY CUSTOMER TO FLOCK FOR THE SERVICES UNDER THIS AGREEMENT IN THE TWELVE (12) MONTHS PRIOR TO THE ACT OR OMISSION THAT

GAVE RISE TO THE LIABILITY, IN EACH CASE, WHETHER OR NOT FLOCK HAS BEEN ADVISED OF THE POSSIBILITY OF SUCH DAMAGES. THIS LIMITATION OF 534

LIABILITY OF SECTION ONLY APPLIES TO THE EXTENT ALLOWED BY THE GOVERNING LAW OF THE STATE REFERENCED IN SECTION 10.6.

NOTWITHSTANDING ANYTHING TO THE CONTRARY, THE FOREGOING

LIMITATIONS OF LIABILITY SHALL NOT APPLY (I) IN THE EVENT OF GROSS

NEGLIGENCE OR WILLFUL MISCONDUCT, OR (II) INDEMNIFICATION OBLIGATIONS.

9.2 Responsibility. Each Party to this Agreement shall assume the responsibility and liability for the acts and omissions of its own employees, officers, or agents, in connection with the performance of their official duties under this Agreement. Each Party to this Agreement shall be liable for the torts of its own officers, agents, or employees.

9.3 Flock Indemnity. Flock shall indemnify and hold harmless Customer, it’s agents and employees, from liability of any kind, including claims, costs (including defense) and expenses, on account of: (i) any copyrighted material, patented or unpatented invention, articles, device or appliance manufactured or used in the performance of this Agreement; or (ii) any damage or injury to property or person directly caused by Flock’s installation of Flock Hardware, except for where such damage or injury was caused solely by the negligence of the Customer or its agents, officers or employees.

10. INSTALLATION SERVICES AND OBLIGATIONS

10.1 Ownership of Hardware. Flock Hardware is owned and shall remain the exclusive property of Flock. Title to any Flock Hardware shall not pass to Customer upon execution of this Agreement, except as otherwise specifically set forth in this Agreement. Except as otherwise expressly stated in this Agreement, Customer is not permitted to remove, reposition, re-install, tamper with, alter, adjust or otherwise take possession or control of Flock Hardware. Customer agrees and understands that in the event Customer is found to engage in any of the foregoing restricted actions, all warranties herein shall be null and void, and this Agreement shall be subject to immediate termination for material breach by Customer. Customer shall not perform any acts which would interfere with the retention of title of the Flock Hardware by Flock. Should Customer default on any payment of the Flock Services, Flock may remove Flock Hardware at Flock’s discretion. Such removal, if made by Flock, shall not be deemed a waiver of Flock’s 535
rights to any damages Flock may sustain as a result of Customer’s default and Flock shall have the right to enforce any other legal remedy or right.

10.2 Deployment Plan. Flock shall advise Customer on the location and positioning of the Flock Hardware for optimal product functionality, as conditions and locations allow. Flock will collaborate with Customer to design the strategic geographic mapping of the location(s) and implementation of Flock Hardware to create a deployment plan (“Deployment Plan”). In the event that Flock determines that Flock Hardware will not achieve optimal functionality at a designated location, Flock shall have final discretion to veto a specific location, and will provide alternative options to Customer.

10.3 Changes to Deployment Plan. After installation of Flock Hardware, any subsequent requested changes to the Deployment Plan, including, but not limited to, relocating, re- positioning, adjusting of the mounting, removing foliage, replacement, changes to heights of poles will incur a fee according to the reinstall fee schedule located at (https://www.flocksafety.com/reinstall-fee-schedule). Customer will receive prior notice and confirm approval of any such fees.

10.4 Customer Installation Obligations. Customer is responsible for any applicable supplementary cost as described in the Customer Implementation Guide, attached hereto as Exhibit C (“Customer Obligations”). Customer represents and warrants that it has, or shall lawfully obtain, all necessary right title and authority and hereby authorizes Flock to install the Flock Hardware at the designated locations and to make any necessary inspections or maintenance in connection with such installation.

10.5 Flock’s Obligations. Installation of any Flock Hardware shall be installed in a professional manner within a commercially reasonable time from the Effective Date of this Agreement. Upon removal of Flock Hardware, Flock shall restore the location to its original condition, ordinary wear and tear excepted. Flock will continue to monitor the performance of Flock Hardware for the length of the Term. Flock may use a subcontractor or third party to perform certain obligations under this agreement, provided that Flock’s use of such subcontractor or third party shall not release Flock from any duty or liability to fulfill Flock’s obligations under this Agreement.

11. MISCELLANEOUS
536

11.1 Compliance With Laws. Parties shall comply with all applicable local, state and federal laws, regulations, policies and ordinances and their associated record retention schedules, including responding to any subpoena request(s).

11.2 Severability. If any provision of this Agreement is found to be unenforceable or invalid, that provision will be limited or eliminated to the minimum extent necessary so that this Agreement will otherwise remain in full force and effect.

11.3 Assignment. This Agreement is not assignable, transferable or sublicensable by either Party, without prior consent. Notwithstanding the foregoing, either Party may assign this Agreement, without the other Party's consent, (i) to any parent, subsidiary, or affiliate entity, or (ii) to any purchaser of all or substantially all of such Party's assets or to any successor by way of merger, consolidation or similar transaction.

11.4 Entire Agreement. This Agreement, together with the Order Form(s), the reinstall fee schedule (https://www.flocksafety.com/reinstall-fee-schedule), and any attached exhibits are the complete and exclusive statement of the mutual understanding of the Parties and supersedes and cancels all previous or contemporaneous negotiations, discussions or agreements, whether written and oral , communications and other understandings relating to the subject matter of this Agreement, and that all waivers and modifications must be in a writing signed by both Parties, except as otherwise provided herein. None of Customer’s purchase orders, authorizations or similar documents will alter the terms of this Agreement, and any such conflicting terms are expressly rejected. Any mutually agreed upon purchase order is subject to these terms. In the event of any conflict of terms found in this Agreement or any other terms and conditions, the terms of this Agreement shall prevail. Customer agrees that Customer’s purchase is neither contingent upon the delivery of any future functionality or features nor dependent upon any oral or written comments made by Flock with respect to future functionality or feature.

11.5 Relationship. No agency, partnership, joint venture, or employment is created as a result of this Agreement and Parties do not have any authority of any kind to bind each other in any respect whatsoever. Flock shall at all times be and act as an independent contractor to Customer.

11.6 Governing Law; Venue. This Agreement shall be governed by the laws of the state in which the Customer is located. The Parties hereto agree that venue would be proper in the chosen courts of the State of which the Customer is located. The Parties agree that the United Nations Convention for the International Sale of Goods is excluded in its entirety from this Agreement. 537

11.7 Special Terms. Flock may offer certain special terms which are indicated in the proposal and will become part of this Agreement, upon Customer’s prior written consent and the mutual execution by authorized representatives (“Special Terms”). To the extent that any terms of this Agreement are inconsistent or conflict with the Special Terms, the Special Terms shall control.

11.8 Publicity. Flock has the right to reference and use Customer’s name and trademarks and disclose the nature of the Services in business and development and marketing efforts.

11.9 Feedback. If Agency or Authorized End User provides any suggestions, ideas, enhancement requests, feedback, recommendations or other information relating to the subject matter hereunder, Agency or Authorized End User hereby assigns to Flock all right, title and interest (including intellectual property rights) with respect to or resulting from any of the foregoing.

11.10 Export. Customer may not remove or export from the United States or allow the export or re-export of the Flock IP or anything related thereto, or any direct product thereof in violation of any restrictions, laws or regulations of the United States Department of Commerce, the United States Department of Treasury Office of Foreign Assets Control, or any other United States or foreign Customer or authority. As defined in Federal Acquisition Regulation (“FAR”), section

2.101, the Services, the Flock Hardware and Documentation are “commercial items” and according to the Department of Defense Federal Acquisition Regulation (“DFAR”) section 252.2277014(a)(1) and are deemed to be “commercial computer software” and “commercial computer software documentation.” Flock is compliant with FAR Section 889 and does not contract or do business with, use any equipment, system, or service that uses the enumerated banned Chinese telecommunication companies, equipment or services as a substantial or essential component of any system, or as critical technology as part of any Flock system. Consistent with DFAR section 227.7202 and FAR section 12.212, any use, modification, reproduction, release, performance, display, or disclosure of such commercial software or commercial software documentation by the U.S. Government will be governed solely by the terms of this Agreement and will be prohibited except to the extent expressly permitted by the terms of this Agreement.

11.11 Headings. The headings are merely for organization and should not be construed as adding meaning to the Agreement or interpreting the associated sections.

11.12 Authority. Each of the below signers of this Agreement represent that they understand this Agreement and have the authority to sign on behalf of and bind the Parties they are representing. 538

11.13 Conflict. In the event there is a conflict between this Agreement and any applicable statement of work, or Customer purchase order, this Agreement controls unless explicitly stated otherwise.

11.14 Public Disrepute. In the event Customer or its employees become the subject of an indictment, arrest, public disrepute, contempt, scandal or behaves in a manner that, in the reasonable judgment of Flock, reflects unfavorably upon Flock, and/or their officers or principals, licensees, such act(s) or omission(s) shall constitute a material breach of this Agreement and Flock shall, in addition to any other rights and remedies available to it hereunder, whether at law or in equity, have the right to elect to terminate this Agreement.

11.15 Notices. All notices under this Agreement will be in writing and will be deemed to have been duly given when received, if personally delivered; when receipt is electronically confirmed, if transmitted by email; the day after it is sent, if sent for next day delivery by recognized overnight delivery service; and upon receipt, if sent by certified or registered mail, return receipt requested.
539
FLOCK NOTICES ADDRESS:
1170 HOWELL MILL ROAD, NW SUITE 210
ATLANTA, GA 30318
ATTN: LEGAL DEPARTMENT
EMAIL: [email protected]
Customer NOTICES ADDRESS:

ADDRESS:

ATTN:

EMAIL:
540

EXHIBIT B

INSURANCE
Required Coverage. Flock shall procure and maintain for the duration of this Agreement insurance against claims for injuries to persons or damages to property that may arise from or in connection with the performance of the services under this Agreement and the results of that work by Flock or its agents, representatives, employees or subcontractors. Insurance shall be placed with insurers with a current A. M. Best rating of no less than “A” and “VII”. Flock shall obtain and, during the term of this Agreement, shall maintain policies of professional liability (errors and omissions), automobile liability, and general liability insurance for insurable amounts of not less than the limits listed herein. The insurance policies shall provide that the policies shall remain in full force during the life of the Agreement.

Types and Amounts Required. Flock shall maintain, at minimum, the following insurance coverage for the duration of this Agreement:
(i) Commercial General Liability insurance written on an occurrence basis with minimum limits of One Million Dollars ($1,000,000) per occurrence and Two Million Dollars ($2,000,000) in the aggregate for bodily injury, death, and property damage, including personal injury, contractual liability, independent contractors, broad-form property damage, and product and completed operations coverage;
(ii) Umbrella or Excess Liability insurance written on an occurrence basis with minimum limits of Ten Million Dollars ($10,000,000) per occurrence and Ten Million Dollars ($10,000,000) in the aggregate; (iii) Professional Liability/Errors and Omissions insurance with minimum limits of Five Million Dollars ($5,000,000) per occurrence and Five Million Dollars ($5,000,000) in the aggregate; (iv) Commercial Automobile Liability insurance with a minimum combined single limit of One Million Dollars ($1,000,000) per occurrence for bodily injury, death, and property coverage, including owned and non-owned and hired automobile coverage; and
(v) Cyber Liability insurance written on an occurrence basis with minimum limits of Five Million Dollars ($5,000,000).
541
Policy
412
Riverside County Sheriff's Department
Riverside County Sheriff's Department Standards Manual (DSM) Copyright Lexipol, LLC 2022/06/17, All Rights Reserved.

Published with permission by Riverside County Sheriff's Department
Automated License Plate Readers - 414
Automated License Plate Readers
412.1 PURPOSE AND SCOPE
The purpose of this policy is to provide guidance for the capture, storage and use of digital data obtained through the use of Automated License Plate Reader (ALPR) technology. 412.2 POLICY
The policy of the Riverside County Sheriff's Department is to utilize ALPR technology to capture and store digital license plate data and images while recognizing the established privacy rights of the public.

All data and images gathered by the ALPR are for the official use of this department. Because such data may contain confidential information, it is not open to public review. 412.3 ADMINISTRATION
The ALPR technology, allows for the automated detection of license plates. It is used by the Riverside County Sheriff's Department to convert data associated with vehicle license plates for official law enforcement purposes, including identifying stolen or wanted vehicles, stolen license plates and missing persons. It may also be used to gather information related to arrest warrants, homeland security, electronic surveillance, suspect interdiction and stolen property recovery.

All installation and maintenance of ALPR equipment, as well as ALPR data retention and access, shall be managed by the Support Services Chief Deputy. This chief deputy will assign members under his/her command to administer the day-to-day operation of the ALPR equipment and data. 412.3.1 ALPR ADMINISTRATOR
The Support Services Chief Deputy shall be responsible for developing guidelines and procedures to comply with the requirements of Civil Code § 1798.90.5 et seq. This includes, but is not limited to (Civil Code § 1798.90.51; Civil Code § 1798.90.53):
(a) A description of the job title or other designation of the members and independent contractors who are authorized to use or access the ALPR system or to collect ALPR information.
(b) Training requirements for authorized users.
(c) A description of how the ALPR system will be monitored to ensure the security of the information and compliance with applicable privacy laws. (d) Procedures for system operators to maintain records of access in compliance with Civil Code § 1798.90.52.
(e) The title and name of the current designee in overseeing the ALPR operation. (f) Working with the Custodian of Records on the retention and destruction of ALPR data. (g) Ensuring this policy and related procedures are conspicuously posted on the department’s website.
542
Riverside County Sheriff's Department
Riverside County Sheriff's Department Standards Manual (DSM) Automated License Plate Readers
Copyright Lexipol, LLC 2022/06/17, All Rights Reserved.

Published with permission by Riverside County Sheriff's Department
Automated License Plate Readers - 415
412.3.2 PUBLIC HEARING
Before implementing the current ALPR program within Riverside County, the department invited public opinion on the matter during an open meeting of the Riverside County Board of Supervisors in late 2017.
412.4 OPERATIONS
Use of an ALPR is restricted to the purposes outlined below. Department members shall not use, or allow others to use the equipment or database records for any unauthorized purpose (Civil Code § 1798.90.51; Civil Code § 1798.90.53).
(a) An ALPR shall only be used for official law enforcement business. (b) An ALPR may be used in conjunction with any routine patrol operation or criminal investigation. Reasonable suspicion or probable cause is not required before using an ALPR.
(c) While an ALPR may be used to canvass license plates around any crime scene, particular consideration should be given to using ALPR-equipped cars to canvass areas around homicides, shootings and other major incidents. Partial license plates reported during major crimes should be entered into the ALPR system in an attempt to identify suspect vehicles.
(d) No member of this department shall operate ALPR equipment or access ALPR data without first completing department-approved training. This training will be facilitated via the DocRead format and will cover general ALPR use, legal requirements, privacy issues, and data collection and destruction guidelines. (e) No ALPR operator may access department, state or federal data unless otherwise authorized to do so.
(f) If practicable, the deputy should verify an ALPR response through the California Law Enforcement Telecommunications System (CLETS) before taking enforcement action that is based solely on an ALPR alert.
412.4.1 REPORT WRITING
The ALPR EDP code shall be used as a secondary EDP and is required on any written report where ALPR technology was effectively utilized during an investigation. For example, if an abandoned stolen vehicle is located via a notification from the ALPR system, the recovery should be documented as a Stolen Vehicle Recovery and the corresponding EDP for the recovery should be first on the Form A. On the second line of the Form A, “ALPR” should be entered in the offense section and "25T1-N" should be entered in the EDP code section. This practice will ensure proper identification of ALPR-related incidents and crime trends. 412.5 DATA COLLECTION AND RETENTION
The Support Services Chief is responsible for ensuring systems and processes are in place for the proper collection and retention of ALPR data. Data will be transferred from vehicles to the designated storage in accordance with department procedures. 543
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All ALPR data downloaded to the server should be stored for a minimum of one year (Government Code § 34090.6) and in accordance with the established records retention schedule. Thereafter, ALPR data should be purged unless it has become, or it is reasonable to believe it will become, evidence in a criminal or civil action or is subject to a discovery request or other lawful action to produce records. In those circumstances the applicable data should be downloaded from the server onto portable media and booked into evidence. 412.6 ACCOUNTABILITY
All data will be closely safeguarded and protected by both procedural and technological means.

The Riverside County Sheriff's Department will observe the following safeguards regarding access to and use of stored data (Civil Code § 1798.90.51; Civil Code § 1798.90.53):
(a) All ALPR data downloaded to the mobile workstation and in storage shall be accessible only through a login/password-protected system capable of documenting all access of information by name, date and time (Civil Code § 1798.90.52). (b) Members approved to access ALPR data under these guidelines are permitted to access the data for legitimate law enforcement purposes only, such as when the data relates to a specific criminal investigation or department-related civil or administrative action. Department members shall only use their own assigned username and password when accessing any ALPR system. Department members shall include an identifiable justification, such as a file number, when accessing ALPR data. (c) Any printed ALPR information must be destoyed using a secure method. No materials shall be disposed of in regular trash or recycling containers. (d) NO ALPR data shall be given, sold, shared or otherwise transferred to any unauthorized party.
(e) ALPR system audits should be conducted on a regular basis. (f) Any breach or unauthorized or unintentional release of any ALPR information shall be immediately reported to the Support Services Chief Deputy. 412.6.1 DATA SECURITY AND RETENTION
(a) Electronic data gathered during ALPR usage is the property of the Riverside County Sheriff’s Department. The approved ALPR vendor will maintain responsibility for adherence to protocols involving information security in accordance with FBI CJIS security policy. The approved vendor will also be responsible for executing retention and/or deletion routines of electronically stored data as specified by the Riverside County Records Management and Archive Policy and in compliance with applicable laws.
(b) Authorized Department vendors with access to systems containing ALPR data shall maintain reasonable security procedures and practices, including operational, administrative, technical, and physical safeguards, to protect ALPR information from unauthorized access, destruction, use, modification, or disclosure. 544
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Riverside County Sheriff's Department Standards Manual (DSM) Automated License Plate Readers
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(c) Sheriff’s TSB will require that ALPR login and query records are retained for a period of two years unless the information has been requested for investigative or other legal reasons. Any records retained must contain, at a minimum, the following information:
(a) The date and time ALPR information was accessed;
(b) The username of the person who accessed the information; (c) The license plate number or other data elements used to query the ALPR system;
(d) The stated purpose for accessing the information.
(d) ALPR records retained by the Department will be maintained, safeguarded, and purged according to all applicable laws and policies. Consistent with Government Code § 26202 and Riverside County Records Management and Archive Policy A-43, raw ALPR information will be retained for a period of two years and then be deleted.

ALPR data that may be needed for active or probable litigation, is the subject of an active public records request, or is needed for auditing purposes shall be maintained until the underlying matters are fully resolved before being deleted. ALPR information documented in criminal and/or administrative reports will follow the same retention period as the report. ALPR information placed in evidence will remain secured as evidence until destroyed per Department policy. Deletion of ALPR data will follow the steps specified pursuant to Board of Supervisors policy and in accordance with the Sheriff Department’s records retention schedule.
412.6.2 CUSTODIAN OF RECORD
The Commander of TSB, acting on behalf of the Riverside County Sheriff’s Department, is responsible for implementing the provisions of this usage and privacy policy as the official custodian/owner of the ALPR system, and ALPR information covered herein. 412.7 RELEASING ALPR DATA
The ALPR data may be shared only with other law enforcement or prosecutorial agencies for official law enforcement purposes or as otherwise permitted by law, using the following procedures:
(a) The agency makes a written request for the ALPR data that includes:

1. The name of the agency.

2. The name of the person requesting.

3. The intended purpose of obtaining the information.
(b) The request is reviewed by the affected commander or the authorized designee and approved before the request is fulfilled.
(c) The approved request is retained on file.

Requests for ALPR data by non-law enforcement or non-prosecutorial agencies will be processed as provided in the Records Maintenance and Release Policy (Civil Code § 1798.90.55). Public record requests for ALPR data shall be routed to the CPRA Unit for disposition. 545
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412.8 TRAINING
The department will ensure the presentation of department-approved training to those authorized to use or access the ALPR system (Civil Code § 1798.90.51; Civil Code § 1798.90.53). 546
Return to Agenda
City of EastvaleAGENDA STAFF REPORTCity Council Meeting Agenda Item No. 9.2December 12, 2018 City Council BusinessAutomatic License Plate Recognition (ALPR) Project Contract AwardContact(s) for Further InformationBryan Jones, City Manager [email protected] 951.703.4411 City Manager’s OfficeCraig Bradshaw, Contract Supervising Engineer Interwest Consulting Group SummaryAutomated License Plate Reader (ALPR) systems automatically capture vehicles’ license plate information via fixed and/or mobile cameras, compare the plate number to one or more databases (e.g. Stolen Vehicles; Warrants; Terrorism Watch List; Amber Alerts; etc.) available to law enforcement agencies, and alert law enforcement personnel, within seconds, when a vehicle of interest has been observed. It automates a tedious, manual process that officers complete in their daily operations, and vastly improves the efficiency and effectiveness of identifying wanted vehicles and persons among the thousands they observe during routine patrol. May 23, 2018 the City Council approved establishing a Capital Improvement Project for Automated License Plate Reader (ALPR) Project in the amount of $866,000 to include in the 2018-2019 City Budget. In addition, Vigilant Solutions was selected as a sole source provider of the ALPR services. The current camera configuration is for thirty (30) fixed ALPR cameras and six (6) mobile unit cameras. The total cost is $756,583 for five (5) years. The additional funds will be used for ongoing cellular costs and relocations. RECOMMENDED ACTION(S)Staff recommends that the City Council take the following actions: 1. Approve the attached ALPR Agreement with Vigilant Solutions to provide training,installation, and warranty for the City’s ALPR system for a period of five (5) years in theamount of $756,583, and;2. Authorize the City Manager to execute the agreement for installing an ALPR system in theCity of Eastvale.Prior City Council ActionMarch 28, 2018, the City Council approved the ALPR project and included in the 2018-19 Capital Improvement Program budget. See attached staff report and minutes. 547
12/12/18 City Council Meeting – Agenda Item No. 9.2 Page 2 Strategic Plan Action – Priority Level: 3| Target #: 2 | Goal #: 2Implement public safety technology (ALPR) Fiscal Impact As part of the 2018-2019 adopted budget $766,000 in General Fund and $100,000 in Gas Tax was allocated for this project. Total cost of the camera system purchase and installation is $756,583. In addition, there will be ongoing cellular modem costs and any costs associated with relocations of equipment. Background A copy of the previous staff report and minutes are included as Attachment No. 3, for background. In addition, the ALPR Technology Usage and Privacy Protection Sheriff’s Departement Directive is included as Attachment No. 4 to demonstrate the ALPR data is restricted to official and legitimate law enforcement purposes only. Schedule The schedule of the ALPR Project installation is anticipated to be as follows: December 12, 2018 Contract Approval January-February 2019 Installation March 2019 System Operational Attachment(s)1. ALPR Agreement with Vigilant Solutions2. Location Map3. Automatic License Plate Recognition (ALPR) Project, Staff Report, May 23, 2018, AgendaItem No. 9.4; and minutes.4. ALPR Technology Usage and Privacy Protection, Riverside County Sheriff’s DepartmentDirective #18-132 548
Enterprise Service Agreement (ESA)This Vigilant Solutions Enterprise Service Agreement (the “Agreement”) is made and entered into as ofthis______ Day of ____________, 2018 by and between Vigilant Solutions, LLC, a Delaware corporation, having its principal place of business at 1152 Stealth Street, Livermore, CA 94551 (“Vigilant”) and City of Eastvale , a Municipal Corporation, having its principal place of business at 12363 Limonite Ave., Suite 910, Eastvale, CA 92880_(“Affilliate”). WHEREAS, Vigilant designs, develops, licenses and services advanced video analysis software technologies for the law enforcement and security markets;WHEREAS, Vigilant provides access to license plate data as a value-added component of the Vigilant law enforcement package of license plate recognition equipment and software; WHEREAS, Affiliate will purchase License Plate Recognition (LPR) hardware components from Vigilant and/or its authorized reseller for use with the Software Products (as defined below); WHEREAS, Affiliate desires to license from and receive service for the Software Products provided by Vigilant; THEREFORE, In consideration of the mutual covenants contained herein this Agreement, Affiliate and Vigilant hereby agree as follows:I. Definitions:“Booking Images”refers to both LEA Booking Images and Commercial Booking Images.“CJIS Security Policy”means the FBI CJIS Security Policy document as published by the FBI CJIS Information Security Officer.“CLK”or “Camera License Key”means an electronic key that will permit each license of Vigilant’s CarDetector brand LPR software or LineUp brand facial recognition software (one CLK per camera) to be used with other Vigilant approved and licensed LPR hardware components (i.e., cameras and other hardware components provided by Vigilant or provided by a Vigilant certified reselling partner that has authority from Vigilant to deliver such Vigilant-authorized components) and Software Products. CLKs shall be not issuable and if issued in error shall be removed and immediately rendered null and void for cameras and other hardware components that are not Vigilant-authorized cameras and other hardware components or are delivered to Affiliate by another vendor that is not a Vigilant certified reselling partner.“Commercial Booking Images” refers to images collected by commercial sources and available on LEARN with a paid subscription.“Commercial LPR Data” refers to LPR data collected by private sources and available on LEARN with a paid subscription.“Criminal Justice Information Services Division” or “CJIS”means the FBI division responsible for the collection, warehousing, and timely dissemination of relevant CJI to the FBI and to qualified law enforcement, criminal justice, civilian, academic, employment, and licensing agencies. 549
“Effective Date” means sixty (60) days subsequent to the date set forth in the first paragraph of this Agreement.“Enterprise License” means a non-exclusive, non-transferable license to install and operate the Software Products, on applicable media provided by Vigilant or Vigilant’s certified reselling partners. This Enterprise Service Agreement allows Affiliate to install the Software Products on such devices, in accordance with the selected Service Package(s), and allow benefits of all rights granted hereunder this Agreement.“LEA Booking Images”refers to images collected by LEAs and available on the Software Service for use by other LEAs. LEA Booking Images are freely available to LEAs at no cost and are governed by the contributing LEA’s policies.“LEA LPR Data” refers to LPR data collected by LEAs and available on LEARN for use by other LEAs. LEA LPR Data is freely available to LEAs at no cost and is governed by the contributing LEA’s retention policy.“Service Fee” means the amount due from Affiliate prior to the renewal of this Agreement as consideration for the continued use of the Software Products and Service Package benefits according to Section VIII of this Agreement.“Service Package” means the Affiliate designated service option(s) which defines the extent of use of the Software Products, in conjunction with any service and/or benefits therein granted as rights hereunder this Agreement.“Service Period” has the meaning set forth in Section III (A) of this Agreement.“Software Products” means Vigilant’s Law Enforcement & Security suite of Software Products including CarDetector, Law Enforcement Archival & Reporting Network (LEARN), PlateSearch, Mobile Companion for Smartphones, Target Alert Service (TAS) server/client alerting package, FaceSearch, LineUp, and other software applications considered by Vigilant to be applicable for the benefit of law enforcement and security practices. Software Products shall only be permitted to function on approved Vigilant cameras and other hardware components provided by Vigilant or through Vigilant certified reselling partners. Software Products shall not be permitted to operate on third-party provided or not Vigilant-authorized hardware components, and if found to be operating on third-party provided hardware components Software Products shall be promptly removed by Affiliate.“Technical Support Agents” means Affiliate’s staff person specified in the Contact Information Worksheet of this Agreement responsible for administering the Software Products and acting as Affiliate’s Software Products support contact.“User License” means a non-exclusive, non-transferable license to install and operate the Software Products, on applicable media, limited to a single licensee.“Users”refers to individuals who are agents and/or sworn officers of the Affiliate and who are authorized by the Affiliate to access LEARN on behalf of Affiliate through login credentials provided by Affiliate. II. Enterprise License Grant; Duplication and Distribution Rights:Subject to the terms and conditions of this Agreement, Vigilant hereby grants Affiliate an Enterprise License to the 550
Software Products for the Term provided in Section III below. Except as expressly permitted by this Agreement, Affiliateor any third party acting on behalf of Affiliate shall not copy, modify, distribute, loan, lease, resell, sublicense or otherwise transfer any right in the Software Products. Except as expressly permitted by this Agreement, no other rights are granted by implication, estoppels or otherwise. Affiliate shall not eliminate, bypass, or in any way alter the copyright screen (also known as the “splash” screen) that may appear when Software Products are first started on any computer. Any use or redistribution of Software Products in a manner not explicitly stated in this Agreement, or not agreed to in writing by Vigilant, is strictly prohibited. III. Term; Termination.A. Term. The initial term of this Agreement is for one (1) year beginning on the Effective Date (the “InitialTerm”), unless earlier terminated as provided herein. Sixty (60) days prior to the expiration of the Initial Term and each subsequent Service Period, Vigilant will provide Affiliate with an invoice for the Service Fee due for the subsequent twelve (12) month period (each such period, a “Service Period”). This Agreement and the Enterprise License granted under this Agreement will be extended for a Service Period upon Affiliate’s payment of that Service Period’s Service Fee, which is due 30 days prior to the expiration of the Initial Term or the existing Service Period, as the case may be. Pursuant to Section XIII below, Affiliate may also pay in advance for more than one Service Period.B. Affiliate Termination. Affiliate may terminate this Agreement at any time by notifying Vigilant of thetermination in writing thirty (30) days prior to the termination date and deleting all copies of the Software Products. If Affiliate terminates this Agreement prior to the end of the Initial Term, Vigilant will not refund or prorate any license fees, nor will it reduce or waive any license fees still owed to Vigilant by Affiliate. Upon termination of the EnterpriseLicense, Affiliate shall immediately cease any further use of Software Products. Affiliate may also terminate this agreement by not paying an invoice for a subsequent year’s Service Fee within sixty (60) days of invoice issue date.C. Vigilant Termination. Vigilant has the right to terminate this Agreement by providing thirty (30) dayswritten notice to Affiliate. If Vigilant’s termination notice is based on an alleged breach by Affiliate, then Affiliate shall have thirty (30) days from the date of its receipt of Vigilant’s notice of termination, which shall set forth in detail Affiliate’s purported breach of this Agreement, to cure the alleged breach. If within thirty (30) days of written notice of violation from Vigilant Affiliate has not reasonably cured the described breach of this Agreement, Affiliate shall immediately discontinue all use of Software Products and certify to Vigilant that it has returned or destroyed all copies of Software Products in its possession or control. If Vigilant terminates this Agreement prior to the end of a Service Period for breach, no refund for any unused Service Fees will be provided. If Vigilant terminates this Agreement prior to the end of a Service Period for no reason, and not based on Affiliate’s failure to cure the breach of a material term or condition of this Agreement, Vigilant shall refund to Affiliate an amount calculated by multiplying the total amount of Service Fees paid by Affiliate for the then-current Service Period by the percentage resulting from dividing the number of days remaining in the then-current Service Period, by 365.IV. Warranty and Disclaimer; Infringement Protection; Use of Software Products Interface.A. Warranty and Disclaimer. Vigilant warrants that the Software Products will be free from all SignificantDefects (as defined below) during the term of this Agreement (the “Warranty Period”). “Significant Defect” means a defect in a Software Product that impedes the primary function of the Software Product. This warranty does not include products not manufactured by Vigilant. Vigilant will repair or replace any Software Product with a Significant Defect during the Warranty Period; provided, however, if Vigilant cannot substantially correct a Significant Defect in a 551
commercially reasonable manner, Affiliate may terminate this Agreement and Vigilant shall refund to Affiliate an amount calculated by multiplying the total amount of Service Fees paid by Affiliate for the then-current Service Period by the percentage resulting from dividing the number of days remaining in the then-current Service Period, by 365. The foregoing remedies are Affiliate’s exclusive remedy for defects in the Software Product. Vigilant shall not be responsible for labor charges for removal or reinstallation of defective software, charges for transportation, shipping or handling loss, unless such charges are due to Vigilant's gross negligence or intentional misconduct. Vigilant disclaims all warranties, expressed or implied, including but not limited to implied warranties of merchantability and fitness for a particular purpose. In no event shall Vigilant be liable for any damages whatsoever arising out of the use of, or inability to use, the Software Products.B. Infringement Protection. If an infringement claim is made against Affiliate by a third-party in a court of competent jurisdiction regarding Affiliate’s use of any of the Software Products, Vigilant shall indemnify Affiliate, and assume all legal responsibility and costs to contest any such claim. If Affiliate's use of any portion of the Software Products or documentation provided to Affiliate by Vigilant in connection with the Software Products is enjoined by a court of competent jurisdiction, Vigilant shall do one of the following at its option and expense within sixty (60) days of such enjoinment: (1) Procure for Affiliate the right to use such infringing portion; (2) replace such infringing portion with a non-infringing portion providing equivalent functionality; or (3) modify the infringing portion so as to eliminate the infringement while providing equivalent functionality. C. Use of Software Products Interface. Under certain circumstances, it may be dangerous to operate amoving vehicle while attempting to operate a touch screen or laptop screen and any of their applications. It is agreed by Affiliate that Affiliate’s users will be instructed to only utilize the interface to the Software Products at times when it is safe to do so. Vigilant is not liable for any accident caused by a result of distraction such as from viewing the screen while operating a moving vehicle.V. Software Support, Warranty and Maintenance.Affiliate will receive technical support by submitting a support ticket to Vigilant’s company support website or by sending an email to Vigilant’s support team. Updates, patches and bug fixes of the Software Products will be made available to Affiliate at no additional charge, although charges may be assessed if the Software Product is requested to be delivered on physical media. Vigilant will provide Software Products support to Affiliate’s Technical Support Agents through e-mail, fax and telephone.VI. Camera License Keys (CLKs). Affiliate is entitled to use of the Software Products during the term of this Agreement to set up and install the Software Products on an unlimited number of media centers within Affiliate’s agency in accordance with selected Service Options. As Affiliate installs additional units of the Software Products and connects them to LPR cameras, Affiliate is required to obtain a Camera License Key (CLK) for each camera installed and considered in active service. A CLK can be obtained by Affiliate by going to Vigilant’s company support website and completing the online request form to Vigilant technical support staff. Within two (2) business days of Affiliate’s application for a CLK, Affiliate’s Technical Support Agent will receive the requested CLK that is set to expire on the last day of the Initial Term or the then-current ServicePeriod, as the case may be. 552
VII. Ownership of Software.A. Ownership of Software Products. The Software Products are copyrighted by Vigilant and remain theproperty of Vigilant. The license granted under this Agreement is not a sale of the Software Products or any copy. Affiliate owns the physical media on which the Software Products are installed, but Vigilant retains title and ownership of the Software Products and all other materials included as part of the Software Products. B. Rights in Software Products. Vigilant represents and warrants that: (1) it has title to the Software andthe authority to grant license to use the Software Products; (2) it has the corporate power and authority and the legal right to grant the licenses contemplated by this Agreement; and (3) it has not and will not enter into agreements and will not take or fail to take action that causes its legal right or ability to grant such licenses to be restricted.VIII. Data Sharing, Access and Security.If Affiliate is a generator as well as a consumer of LPR Data and or LEA Booking Images, Affiliate at its option may share its LEA LPR Data and or LEA Booking Images with similarly situated LEAs who contract with Vigilant to access LEARN (for example, LEAs who share LEA LPR Data with other LEAs). Vigilant will not share any LEA LPR Data or LEA Booking Images generated by the Affiliate without the permission of the Affiliate.Vigilant has implemented procedures to allow for adherence to the FBI CJIS Security Policy. The hosting facility utilizesaccess control technologies that meet or exceed CJIS requirements. In addition, Vigilant has installed and configured network intrusion prevention appliances, as well as ensured that the configuration of the Microsoft environmentadhere to the Windows Server Security Guide. IX. Ownership and use of Data.Vigilant retains all title and rights to Commercial LPR Data and all Commercial Booking Images. Users shall not utilize Commercial LPR Data or Commercial Booking Images on the behalf of other local, state or Federal LEAs. Affiliate retains all rights to LEA LPR Data and LEA Booking Images generated by the Affiliate. Should Affiliate terminate agreement with Vigilant, a copy of all LEA LPR Data and LEA Booking Images generated by the Affiliate will be created and provided to the Affiliate. After the copy is created, all LEA LPR Data and LEA Booking Images generated by the Affiliate will be deleted from LEARN at the written request of an authorized representative of the Affiliate or per the Affiliate’s designated retention policy, whichever occurs first. Commercial LPR Data, Commercial Booking Images, LEA LPR Dataand LEA Booking Images should be used by the Affiliate for law enforcement purposes only. X. Loss of Data, Irregularities and Recovery.Vigilant places imperative priority on supporting and maintaining data center integrity. Using redundant disk arrays, there is a virtual guarantee that any hard disk failure will not result in the corruption or loss of the valuable LPR data that is essential to the LEARN system and clients.XI. Data Retention and Redundancy.LEA LPR Data and LEA Booking Images are governed by the contributing LEA’s retention policy. LEA LPR Data that reaches its expiration date will be deleted from LEARN. Vigilant’s use of redundant power sources, fiber connectivity and disk arrays ensure no less than 99% uptime of the LEARN LPR database server system. 553
XII. Account Access. A. Eligibility. Affiliate shall only authorize individuals who satisfy the eligibility requirements of “Users” to access LEARN. Vigilant in its sole discretion may deny access to LEARN to any individual based on such person’s failure to satisfy such eligibility requirements. User logins are restricted to agents and sworn officers of the Affiliate. No User logins may be provided to agents or officers of other local, state, or Federal LEAs without the express written consent of Vigilant.B. Security. Affiliate shall be responsible for assigning an Agency Manager who in turn will be responsible for assigning to each of Affiliate’s Users a username and password (one per user account). A limited number of User accounts is provided. Affiliate will cause the Users to maintain username and password credentials confidential and will prevent use of such username and password credentials by any unauthorized person(s). Affiliate shall notify Vigilant immediately if Affiliate believes the password of any of its Users has, or may have, been obtained or used by any unauthorized person(s). In addition, Affiliate must notify Vigilant immediately if Affiliate becomes aware of any other breach or attempted breach of the security of any of its Users’ accounts.C. CJIS Requirements. Affiliate certifies that its LEARN users shall comply with the CJIS requirementsoutlined in Exhibit B.XIII. Service Package, Fees and Payment Provisions.A. Service Package. This Enterprise License Agreement is based on one (1) of the three (3) following Service Package Options. Please select one (1) Service Package below: Service Package - Basic LPR Service Package:Vigilant Managed/Hosted LPR server LEARN AccountAccess to all Vigilant Software including all upgrades and updatesUnlimited user licensing for the following applications:oLEARN, CarDetector and TAS Service Package - Option # 1 – Standard LPR Service Package: All Basic Service Package benefitsUnlimited use of CarDetector – Mobile Hit Hunter (CDMS-MHH)Unlimited use of Vigilant’s LPR Mobile Companion smartphone application Service Package - Option # 2 – ‘Intelligence-Led Policing (ILP)’ Service Package:All Service Package Option # 1 benefitsMobile LPR hardware up to level of Tier (see Exhibit A)Use of Vigilant Facial Recognition technologies up to level of TierFaceSearch AccountFaceSearch Mobile CompanionTemplates up to limit for FaceSearch Account (details in Exhibit A) 554
Tiered based on size of department (Tier 1A up to 50 sworn officers Tier 1 up to 100 sworn officers, Tier 2 up to 200 sworn officers, Tier 3 up to 500 sworn officers, Tier 4 up to 1,000 sworn officers, Tier 5 up to 1,500 sworn officers, Tier 6 up to 2,000 sworn officers) States, Federal Agencies, and Departments with greater than 2,000 sworn fall under a, “Custom” Tier which will be defined in the Annual Service Fee Schedule if applicable.B. Service Fee. Payment of each Service Fee entitles Affiliate to all rights granted under this Agreement, including without limitation, use of the Software Products for the relevant Service Period, replacement of CLKs, and access to the updates and releases of the Software Products and associated equipment driver software to allow theSoftware Products to remain current and enable the best possible performance. The annual Service Fee due for a particular Service Period is based on the number of current Vigilant issued CLK’s at the time of Service Fee invoicing, and which will be used by Affiliate in the upcoming Service Period. A schedule of annual Service Fees is shown below:Annual Service Fee Schedule(multiplied by number of CLK’s Issued)Total # of CLK’s under this ESA 0-14 CLK’s 15-30 CLK’s 31-60 CLK’s Over 60Basic Service$525.00$450.00$400.00$275.00Standard (Option # 1)$750.00$640.00$565.00$390.00ILP Subscriber CLK Renewal Fees $525.00 $450.00 $400.00 $275.00Intelligence-Led Policing Service Package Annual Fee ScheduleTier ILP Annual FeeILP Tier 1 (Option #2) $14,995.00ILP Tier 2 (Option #2) $34,495.00ILP Tier 3 (Option #2) $59,995.00ILP Tier 4 (Option #2) $89,995.00ILP Tier 5 (Options #2) $119,995.00ILP Tier 6 (Option #2) $154,995.00Annual Service Fee Schedule for Image Enrollment (applicable to FaceSearch/LineUp)5,000 Images $750.00Payment of the Service Fee is due thirty (30) days prior to the renewal of the then-current Service Period. All Service Fees are exclusive of any sales, use, value-added or other federal, state or local taxes (excluding taxes based on Vigilant’s net income) and Affiliate agrees to pay any such tax. Service Fees may increase by no higher than 4% per year for years after the first year of this agreement. For ILP (Option # 2) Tier packages, the Tier amount is due for subsequent periods and Basic Service CLK fees are due for all cameras from previous periods (this is in addition to the Annual Subscription Fee). 555
Affiliate and Vigilant agree that the number of CLKs issued as of the Effective Date of this Agreement is_____[Insert Quantity]. All future additions of CLKs shall only be those as provided for in the definitions provided above.C. Advanced Service Fee Payments. Vigilant will accept advanced Service Fee payments on a case by case basis for Affiliates who wish to lock in the Service Fee rates for subsequent periods at the rates currently in effect, as listed in the table above. If Affiliate makes advanced Service Fee payments to Vigilant, advanced payments to Vigilant will be applied in full to each subsequent Service Period’s Service Fees until the balance of the credits is reduced to a zero balance. System based advanced credits shall be applied to subsequent Service Fees in the amount that entitles Affiliate continued operation of the designated camera unit systems for the following Service Period until the credits are reduced to a zero balance.D. Price Adjustment. Vigilant has the right to increase or decrease the annual Service Fee from one ServicePeriod to another; provided, however, that in no event will a Service Fee be increased by more than 4% of the prior Service Period’s Service Fees. If Vigilant intends to adjust the Service Fee for a subsequent Service Period, it must give Affiliate notice of the proposed increase on or before the date that Vigilant invoices Affiliate for the upcoming ServicePeriod.XIV. Miscellaneous.A. Limitation of Liability. IN NO EVENT SHALL VIGILANT BE LIABLE FOR ANY INDIRECT, INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES INCLUDING DAMAGES FOR LOSS OF USE, DATA OR PROFIT, ARISING OUT OF OR CONNECTED WITH THE USE OF THE SOFTWARE PRODUCTS, WHETHER BASED ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VIGILANT HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES. IN NO EVENT WILL VIGILANT’S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY AFFILIATE TO VIGILANT FOR THE SOFTWARE PRODUCTS LICENSED UNDER THIS AGREEMENT.B. Confidentiality. Affiliate acknowledges that Software Products contain valuable and proprietary information of Vigilant and Affiliate will not disassemble, decompile or reverse engineer any Software Products to gain access to confidential information of Vigilant.C. Assignment. Neither Vigilant nor Affiliate is permitted to assign this Agreement without the prior written consent of the other party. Any attempted assignment without written consent is void. D. Amendment; Choice of Law. No amendment or modification of this Agreement shall be effective unless in writing and signed by authorized representatives of the parties. This Agreement shall be governed by the laws of the state of California without regard to its conflicts of law. E. Complete Agreement. This Agreement constitutes the final and complete agreement between the parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements, written or oral, with respect to such subject matter.F. Relationship. The relationship created hereby is that of contractor and customer and of licensor and Affiliate. Nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the parties hereto. Neither party shall have any authority to enter into agreements of any kind on behalf of the other and 556
shall have no power or authority to bind or obligate the other in any manner to any third party. The employees or agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or on behalf of any third party.G. No Rights in Third Parties. This agreement is entered into for the sole benefit of Vigilant and Affiliate and their permitted successors, executors, representatives, administrators and assigns. Nothing in this Agreement shall be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation or other entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a party to this Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or equity in connection with this Agreement.H. Construction. The headings used in this Agreement are for convenience and ease of reference only, and do not define, limit, augment, or describe the scope, content or intent of this Agreement. Any term referencing time, days or period for performance shall be deemed calendar days and not business days, unless otherwise expressly provided herein.I. Severability. If any provision of this Agreement shall for any reason be held to be invalid, illegal, unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this Agreement, such provision shall be construed so as to make it enforceable to the greatest extent permitted, such provision shall remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall remain in full force and effect. J. Federal Government. Any use, copy or disclosure of Software Products by the U.S. Government is subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a) and 227.7202-3(a) (1995), DFARS 252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227 (ALT III), as applicable.K. Right to Audit. Affiliate, upon thirty (30) days advanced written request to Vigilant, shall have the right to investigate, examine, and audit any and all necessary non-financial books, papers, documents, records and personnel that pertain to this Agreement and any other Sub Agreements. L. Notices; Authorized Representatives; Technical Support Agents. All notices, requests, demands, or other communications required or permitted to be given hereunder must be in writing and must be addressed to the parties at their respective addresses set forth below and shall be deemed to have been duly given when (a) delivered in person; (b) sent by facsimile transmission indicating receipt at the facsimile number where sent; (c) one (1) business day after being deposited with a reputable overnight air courier service; or (d) three (3) business days after being deposited with the United States Postal Service, for delivery by certified or registered mail, postage pre-paid and return receipt requested. All notices and communications regarding default or termination of this Agreement shall be delivered by hand or sent by certified mail, postage pre-paid and return receipt requested. Either party may from time to time change the notice address set forth below by delivering 30 days advance notice to the other party in accordance with this section setting forth the new address and the date on which it will become effective. 557
Vigilant Solutions, LLCAttn: Sales Administration1152 Stealth StreetLivermore, CA 94551Affiliate: City of EastvaleAttn: Finance/Public WorksAddress: 12363 Limonite AvenueSuite 910Eastvale, CA 92880 M. Authorized Representatives; Technical Support Agents. Affiliate’s Authorized Representatives and its Technical Support Agents are set forth below in the Contact Information Worksheet. Affiliate’s Authorized Representative is responsible for administering this Agreement and Affiliate’s Technical Support Agents are responsible for administering the Software Products and acting as Affiliate’s Software Products support contact. Either party may from time to time change its Authorized Representative, and Affiliate may from time to time change its Technical Support Agents, in each case, by delivering 30 days advance notice to the other party in accordance with the notice provisions of this Agreement.N. Facial Recognition Image Integration. Affiliate may elect, at its sole discretion, to have Vigilant enable the ability for the Affiliate’s existing facial recognition images to be imported into its FaceSearch gallery. This process requires some reformatting of the data for compatibility. The data remains property of the Affiliate, is maintained according to the retention policy set by the Affiliate and is shared to other agencies under the rules defined by theAffiliate. This service is at an additional cost. Vigilant uses a third-party service from The Center for Law Enforcement Technology, Training, & Research, Inc. (LETTR) to deliver this service. If the Affiliate elects to use this service, it acknowledges that The Center for Law Enforcement Technology, Training, & Research, Inc. a non-profit, 501(c)(3) corporation, working under contract with Vigilant and acting on behalf of the Affiliate, will perform the described services for law enforcement information sharing purposes.O. Payment. Affiliate will purchase equipment and services detailed in Exhibit C. Vigilant will invoice Affiliate for equipment and services detailed in Exhibit C upon shipment of equipment. Affiliate will pay 80% of invoices from Vigilant Net 30 days from invoice date. The remaining 20% will be paid upon acceptance. 558
IN WITNESS WHEREOF, the parties have executed the Agreement as of the Effective Date. Manufacturer: Vigilant Solutions, LLCAuthorized Agent: Bill QuinlanTitle: Vice President Sales OperationsDate: ____________________________________________________Signature: ____________________________________________________Affiliate Organization: City of EastvaleAuthorized Agent: Bryan JonesTitle: City ManagerDate: ____________________________________________________Signature: ____________________________________________________Approved to Form:________________________________ ____________City Attorney Date 559
Enterprise Service Agreement Contact Information WorksheetPlease complete the following contact information for your Vigilant Solutions Enterprise License program.Enterprise License Agreement HolderCompany / Agency Name:Company / Agency Type:Address:Primary ContactName:Title: Phone:Email:Supervisor InformationName:Title:Phone:Email:Financial Contact (Accounts Payable)Name:Title:Phone:Email:Technical Support Contact # 1Name:Title: Phone:Email:Technical Support Contact # 2Name:Title:Phone:Email:For questions or concerns, please contact Vigilant Solutions' sales team:
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[email protected]
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Exhibit A: Option # 2 ILP Tier Package ComponentsItem DescriptionILP Bundle for Agencies of Up to 100 SwornIncludes:- Agency license for LEARN SaaS- Unlimited access to Commercial LPR data- One (1) 3-Camera Mobile LPR System- First year of Basic and Standard Service Packages- LEARN-Mobile Companion- Mobile Hit Hunter- Agency license for FaceSearch-Image gallery up to 5,000 imagesILP Bundle for Agencies of 101 to 200 SwornIncludes:- Agency license for LEARN SaaS- Unlimited access to Commercial LPR data- Two (2) 3-Camera Mobile LPR Systems- First year of Basic and Standard Service Packages- LEARN-Mobile Companion- Mobile Hit Hunter- Agency license for FaceSearch-Image gallery up to 20,000 imagesILP Bundle for Agencies of 201 to 500 SwornIncludes:- Agency license for LEARN SaaS- Unlimited access to Commercial LPR data- Three (3) 3-Camera Mobile LPR Systems- First year of Basic and Standard Service Packages- LEARN-Mobile Companion- Mobile Hit Hunter-Agency license for FaceSearch- Image gallery up to 50,000 imagesILP Bundle for Agencies of 501 to 1,000 SwornIncludes:- Agency license for LEARN SaaS- Unlimited access to Commercial LPR data- Four (4) 3-Camera Mobile LPR Systems- First year of Basic and Standard Service Packages- LEARN-Mobile Companion- Mobile Hit Hunter- Agency license for FaceSearch 562
- Image gallery up to 75,000 imagesILP Bundle for Agencies of 1,001 to 1,500 SwornIncludes:- Agency license for LEARN SaaS- Unlimited access to Commercial LPR data- Four (4) 3-Camera Mobile LPR Systems- First year of Basic and Standard Service Packages- LEARN-Mobile Companion- Mobile Hit Hunter- Agency license for FaceSearch- Image gallery up to 100,000 imagesILP Bundle for Agencies of 1,501to 2,000 SwornIncludes:- Agency license for LEARN SaaS- Unlimited access to Commercial LPR data- Five (5) 3-Camera Mobile LPR Systems- First year of Basic and Standard Service Packages- LEARN-Mobile Companion- Mobile Hit Hunter- Agency license for FaceSearch- Image gallery up to 200,000 images 563
Exhibit B: CJIS RequirementsVigilant and the Affiliate agree on the importance of data security, integrity and system availability and that these security objectives will only be achieved through shared responsibility. Vigilant and the Affiliate agree they will more likely be successful with information security by use of the Vigilant supplied technical controls and client Affiliate use of those controls; in conjunction with agency and personnel policies to protect the systems, data and privacy. Vigilant and the Affiliate agree that Affiliate owned and FBI-CJIS supplied data in Vigilant systems does not meet the definition of FBI-CJIS provided Criminal Justice Information (CJI). Regardless, Vigilant agrees to treat the Affiliate-supplied information in Vigilant systems as CJI. Vigilant will strive to meet those technical and administrative controls; ensuring the tools are in place for the proper protection of systems, information and privacy of individuals to the greatest degree possible.Vigilant and the Affiliate agree that information obtained or incorporated into Vigilant systems may be associated with records that are sensitive in nature having, tactical, investigative and Personally Identifiable Information. As such, that information will be treated in accordance with applicable laws, policies and regulations governing protection and privacy of this type of data.Vigilant and the Affiliate agree that products and services offered by Vigilant are merely an investigative tool to aid the client in the course of their duties and that Vigilant make no claims that direct actions be initiated based solely upon the information responses or analytical results. Further, Vigilant and the Affiliate agree that the Affiliate is ultimately responsible for taking the appropriate actions from results, hits, etc. generated by Vigilant products and require ongoing training, human evaluation, verifying the accuracy and currency of the information, and appropriate analysis prior to taking any action.As such, the parties agree to do the following:Vigilant:1. Vigilant has established the use of FBI-CJIS Security Policy as guidance for implementing technical security controls in an effort to meet or exceed those Policy requirements.2. Vigilant agrees to appoint a CJIS Information Security Officer to act as a conduit to the client Contracting Government Agency, Agency Coordinator, to receive any security policy information and disseminate to the appropriate staff.3. Vigilant agrees to adhere to FBI-CJIS Security Policy Awareness Training and Personnel Screening standards as required by the Affiliate.4. Vigilant agrees, by default, to classify all client supplied data and information related to client owned infrastructure, information systems or communications systems as “Criminal Justice Data”. All client information will be treated at the highest level of confidentiality by all Vigilant staff and authorized partners. Vigilant has supporting guidance/policies forstaff handling the full life cycle of information in physical or electronic form and has accompanying disciplinary procedures for unauthorized access, misuse or mishandling of that information.5. Vigilant will not engage in data mining, commercial sale, unauthorized access and/or use of any of Affiliate owned data.6. Vigilant and partners agree to use their formal cyber Incident Response Plan if such event occurs. 564

7. Vigilant agrees to immediately inform Affiliate of any cyber incident or data breach, to include DDoS, Malware, Virus, etc. that may impact or harm client data, systems or operations so proper analysis can be performed and client Incident Response Procedures can be initiated.8. Vigilant will only allow authorized support staff to access the Affiliate’s account or Affiliate data in support of Affiliate as permitted by the terms of contracts. 9. Vigilant agrees to use training, policy and procedures to ensure support staff use proper handling, processing, storing, and communication protocols for Affiliate data.10. Vigilant agrees to protect client systems and data by monitoring and auditing staff user activity to ensure that it is only within the purview of system application development, system maintenance or the support roles assigned. 11. Vigilant agrees to inform the Affiliate of any unauthorized, inappropriate use of data or systems.12. Vigilant will design software applications to facilitate FBI-CJIS compliant information handling, processing, storing, and communication of Affiliate.13. Vigilant will advise Affiliate when any software application or equipment technical controls are not consistent with meeting FBI-CJIS Policy criteria for analysis and due consideration.14. Vigilant agrees to use the existing Change Management process to sufficiently plan for system or software changes and updates with Rollback Plans.15. Vigilant agrees to provide technical security controls that only permit authorized user access to Affiliate owned data and Vigilant systems as intended by the Affiliate and data owners. 16. Vigilant agrees to meet or exceed the FBI-CJIS Security Policy complex password construction and change rules. 17. Vigilant will only provide access to Vigilant systems and Affiliate owned information through Affiliate managed role-based access and applied sharing rules configured by the Affiliate. 18. Vigilant agrees to provide technical controls with additional levels of user Advanced Authentication in Physically Non-Secure Locations.19. Vigilant agrees to provide compliant FIPS 140-2 Certified 128-bit encryption to Affiliate owned data during transport and storage (“data at rest”) while in the custody and control of Vigilant. 20. Vigilant agrees to provide firewalls and virus protection to protect networks, storage devices and data.21. Vigilant agrees to execute archival, purges and/or deletion of data as configured by the data owner. 22. Vigilant agrees to provide auditing and alerting tools within the software applications so Affiliate can monitor access and activity of Vigilant support staff and Affiliate users for unauthorized access, disclosure, alteration or misuse of Affiliateowned data. (Vigilant support staff will only have access when granted by the Affiliate.) 23. Vigilant will only perform direct support remote access to Affiliate systems/infrastructure when requested, authorized and physically granted access to the applications/systems by the Affiliate. This activity will be documented by both parties.24. Vigilant creates and retains activity transaction logs to enable auditing by the Affiliate data owners and Vigilant staff.25. Vigilant agrees to provide physical protection for the equipment-storing Affiliate data along with additional technical controls to protect physical and logical access to systems and data. 26. Vigilant agrees to participate in any Information or Technical Security Compliance Audit performed by the Affiliate, state CJIS System Agency or FBI-CJIS Division.27. Vigilant agrees to perform independent employment background screening for its’ staff and participate in additional fingerprint background screening as required by Affiliate.28. Vigilant agrees that the Affiliate owns all Affiliate contributed data to include “hot-lists”, scans, user information etc., is only shared as designated by the client and remains the responsibility and property of the Affiliate. Affiliate:
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1. Affiliate agrees to appoint an Agency Coordinator as a central Point of Contact for all FBI-CJIS Security Policy related matters and to assign staff that are familiar with the contents of the FBI-CJIS Security Policy.2. Affiliate agrees to have the Agency Coordinator provide timely updates with specific information regarding any new FBI-CJIS, state or local information security policy requirements that may impact Vigilant compliance or system/application development and, to facilitate obtaining certifications, training, and fingerprint-based background checks as required.3. Affiliate agrees to inform Vigilant when any FBI-CJIS Security Awareness Training, personnel background screening or execution of FBI-CJIS Security Addendum Certifications are required.4. Affiliate agrees to immediately inform Vigilant of any relevant data breach or cyber incident, to include DDoS, Malware, Virus, etc. that may impact or harm Vigilant systems, operations, business partners and/or other Affiliates, so proper analysis can be performed, and Incident Response Procedures can be initiated.5. Affiliate agrees that they are responsible for the legality and compliance of information recorded, submitted or placed in Vigilant systems and use of that data.6. Affiliate agrees that they are responsible for proper equipment operation and placement of equipment.7. Affiliate agrees that they are responsible for vetting authorized user access to Vigilant systems with due consideration of providing potential access to non-Affiliate information.8. Affiliate agrees that responsibility and control of persons granted access to purchased Vigilant systems, along with data stored and transmitted via Vigilant systems, is that of the Affiliate.9. Affiliate agrees that they have responsibility for all data security, handling and data protection strategies from point of acquisition, during transport and until submission (“Hotlist upload”) into Vigilant systems.10. Affiliate agrees to reinforce client staff policies and procedures for secure storage and protection of Vigilant system passwords. 11. Affiliate agrees to reinforce client staff policies for creating user accounts with only government domain email addresses. Exceptions will be granted in writing.12. Affiliate agrees to reinforce client staff policies for not sharing user accounts.13. Affiliate agrees to use Vigilant role-based access as designed to foster system security and integrity.14. Affiliate agrees that they control, and are responsible for, appropriate use and data storage policies as well as procedures for the data maintained outside the Vigilant systems. This includes when any information is disseminated, extracted or exported out of Vigilant systems. 15. Affiliate agrees that they control and are responsible for developing policies, procedures and enforcement for applying deletion/purging and dissemination rules to information within and outside the Vigilant systems. 16. Affiliate agrees that it is their responsibility to ensure data and system protection strategies are accomplished through thetools provided by Vigilant for account and user management features along with audit and alert threshold features. 17. Affiliate agrees to use the “virtual escorting” security tools provided for managing client system remote access and monitor Vigilant support staff when authorized to assist the client.18. Affiliate agrees that the Vigilant designed technical controls and tools will only be effective in conjunction with Affiliate created policies and procedures that guide user access and appropriate use of the system.19. Affiliate agrees that information and services provided through Vigilant products do not provide any actionable information, Affiliate users are responsible for the validity and accuracy of their data and developing procedures to verify information with the record owner and other systems (NCIC) based upon the potential lead generated. 566
Exhibit CQuote For:City of EastvaleALPR ProjectQuoted By:Vigilant Solutions, LLCGreg MillsDate: 12-04-18 Be Smart. Be Safe. Be Vigilant. 567
Vigilant Solutions, LLC1152 Stealth StreetLivermore, California 94551(P) 858-287-0067Attention: City of Eastvale Date 12/3/2018Project Name: ALPR Project Quote Number: GSM-0921-04PROJECT QUOTATIONWe at Vigilant Solutions are pleased to quote the following systems for the above referenced project:Qty Item # Description(30) VSF-100-RXDReaperXD Fixed LPR Camera SystemVigilant Solutions High Definition Fixed LPR camera (standard wavelength)Varifocal lens for capture up to 120'Requires Vigilant Intel Box, sold separatelyIncludes Vigilant Solutions Pole Mount(15) VS-BCAI-PVigilant Fixed Camera Intelligence Box - PrimaryPrimary Intelligence Box to manage power and communications for up to four Vigilant fixed LPR camerasSupports up to three Secondary boxes(7)REAPER-CAM-CBL-REVB-30FTReaper SD Camera Cable30FT cable for Reaper SD cameras(15)REAPER-CAM-CBL-REVB-60FTReaper SD Camera Cable60FT cable for SD Reaper cameras(30) VS-SHP-02Vigilant Shipping & Handling ChargesApplies to each fixed camera LPR SystemShipping Method is FOB Shipping(30) CDFS-4HWWFixed Camera LPR System - Extended Hardware Warranty - Year 2 through 5Fixed LPR System LPR hardware component replacement warrantyApplies to 1-Channel hardware system kitValid for 4 years from standard warranty expiration(1) Install FixedInstallation of Fixed Mobile EquipmentPer site survey delivered with quote. 568
(6)Mobile LPR SYS-1CDM-4-1123REMobile LPR 4-Camera System w/ Integrated ProcessorHardware:Qty=2 Combination IR / Color LPR Cameras - 16mm lens packageQty=1 Combination IR / Color LPR Camera - 25mm lens packageQty=1 Combination IR / Color LPR Camera - 35mm lens packageCameras w/ integrated solid state DSPs (No moving parts)Wiring harness w/ ignition control (Direct to Battery)o Single point power connectionField installed GPS receiver for MDC (USB Connect)Software:CarDetector Mobile LPR software application for MDC unito LPR vehicle license plate scanning / real time alertingo Full suite of LPR tools including video tool set(6)USB-CABLE-EXTENDER-6FTUSB CABLE EXTENDER 6FTUSB Cable Extender for GPS Units(6) VS-LBB-02-ELPR Camera Mounting Brackets - Light Bar Mounting Style - Complete SetLPR Camera Mounting Bracket - Rooftop under light barCompatible with most Whelen, Code3, TOMAR, Federal Signal, Arjent S2 Light BarsMounts up to four (4) LPR cameras(6) CDMS44HWW4-Camera Mobile LPR System - Extended Hardware Warranty - Years 2 through 5Full mobile LPR hardware component replacement warrantyApplies to 4-Camera hardware system kitValid for 4 years from standard warranty expiration(6) Installation MobileInstallation of 4 Camera Mobile System(5) VSBSCSVC-04Vigilant LPR Basic Service Package for Hosted/Managed LPR DeploymentsManaged/hosted server account services by Vigilanto Includes access to all LEARN or Client Portal and CarDetector software updatesPriced per camera per year for over 60 total camera unitsRequires new/existing Enterprise Service Agreement (ESA)(5) VSPK1SVC-04Vigilant LPR Standard Service Package for Hosted/Managed LPR DeploymentsOptional Service Package Benefitso Extended access to Vigilant 'Private Data' via CarDetector Mobile Hit Huntero Unlimited access to Vigilant's Mobile Companion LPR application for SmartphonesPriced per camera per year for over 60 total camera unitso Requires Basic Service Package(36) SSU-SYS-COMVigilant System Start Up & Commissioning of 'In Field' LPR systemVigilant technician to visit customer siteIncludes system start up, configuration and commissioning of LPR systemApplies to mobile (1 System) and fixed (1 Camera) LPR systems 569
(1) TAS-ULTarget Alert Service - LPR Alert Delivery Software - Unlimited UserReal Time LPR notification and mapping software sends LPR alerts to any in-network PCSend Alerts over any communication protocol including LAN, WAN, internet wireless, etc.Server Client software compatible with all Vigilant CDFS applications(1) VS-TRNGVigilant End User Training for LPR SystemsEnd user training for Vigilant productso Covers all client purchased applicationso Includes classroom and field operation trainingVigilant certified technician to visit site and perform one training class(3) VS-TRVL-01Vigilant Travel via Client Site VisitVigilant certified technician to visit client siteIncludes all travel costs for onsite support services(6) VS-SHP-01Vigilant Shipping & Handling ChargesApplies to each Mobile LPR SystemShipping Method is FOB Shipping(1) TaxTax on hardware at 7.75%Subtotal Price$756,583.00Quote Notes:1. All prices are quoted in USD and will remain firm and in effect until 12/31/2018.2. Orders requiring immediate shipment may be subject to a 15% QuickShip fee.3. No permits, start-up, installation, and or service included in this proposal unless explicitly stated above.4. Compliance to local codes neither guaranteed nor implied.5. This Quote does not include anything outside the above stated bill of materials.6. All prices are quoted in USD and will remain firm and in effect for 60 days.7. Additional discounts provided only if all 5 years of services purchased upfront.Quoted by: Greg Mills - 858-287-0067 - [email protected] Price$756,583.00 570

AGENDA STAFF REPORT

City Council Meeting

CITY COUNCIL BUSINESS

Agenda Item No. 14.2
April 26, 2023
2023 Building Forward Library Facili-es Improvement Grant Application Authorizing Resolution
Prepared By:

Alexander Fung, Senior Management Analyst
Recommended Action(s)
Staﬀ recommends that the City Council adopt a resoluon to authorize the submi al of a grant
applicaon to the California State Library’s Building Forward Library Facilies Improvement Program and, if the applicaon is selected for award, accept and execute the awarded grant funds from the State of California.

Summary
The California State Library was established in 1850 as California’s central reference and research library for state government and the California Legislature. The State Library was previously selected as the administrator for the Building Forward Library Facilies Improvement Program, which helps create local libraries that are capable of meeng the 21st century needs of California’s communies.

Staﬀ desires to submit a grant applicaon to the Building Forward Library Facilies Improvement Program and request $10 million to support the design and construcon acvies of the new Eastvale Library and Innovation Center in Downtown Eastvale.

Background
Call for Projects
The Building Forward Library Facilies Improvement Program opened its call-for-projects in March 2023. A total of $175 million in compeve grant funding is available to cies, counes, or special library districts. The maximum grant amount per library facility is $10 million. Awarded funds must be expended by June 30, 2027. Grant applicaons must be submi ed by May 18, 2023 at 12:00pm 12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752 951.361.0900 |
eastvaleca.gov
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through the California State Library’s online portal. Based on the grant program’s guidelines, staﬀ determined that the City of Eastvale is an eligible applicant. Staﬀ will request $10 million for the Eastvale Library and Innovation Center.

Eligible expenses include capital projects that improve and maintain a library’s infrastructure, energy eﬃciency projects that enable the facility to reduce energy usage, sustainability projects that reduce the depleon of natural resources, physical access projects that enable all visitors to enter and use the facility, and digital access projects that allow digital services be more accessible to users.

Matching Funds
Per AB 179, known as the California Budget Act of 2022, the City must provide at least a 25% match to the requested funds. This implies that the City must contribute $2.5 million as match funds if the requested $10 million are awarded. Based on staﬀ’s civic center project update that was provided at the March 22, 2023 City Council meeng, the 25,000 sq. ?. Eastvale Library and Innovaon Center is esmated to cost between $27.5 million to $33 million. Under the direcon of the Finance Department, staﬀ will implement the ﬁrst phase of the Civic Center’s ﬁnancial planning process, which include strategies for funding the project and calculang the General Fund’s ability to provide the necessary funding to construction the Civic Center.

Resolution to Authorize
Furthermore, a resoluon must be adopted by the City to authorize the submission of an applicaon, approve implementaon of the proposed acvies if awarded, and designate an authorized representave to enter into the grant agreement with the State of California. The City’s authorized representave has been designated as the City Manager. A copy of the resoluon can be found in the attachments.

Grant Award
The California State Library is ancipated to announce the awarded projects in September 2023.

Should the Eastvale Library and Innovaon Center be awarded grant funds, the City can choose to accept or reject the award offer.

Environmental
Pursuant to Secon 15378 of the California Environmental Quality Act (CEQA) Guidelines, organizaonal or administrave acvies of governments that do not result in direct or indirect physical changes in the environment are not considered as CEQA projects.

Strategic Plan Action - Priority Level: 1
| Target #: 5
| Goal #: 1
The submission of an applicaon to the Building Forward Library Facilies Improvement Program can lead to possible grant funds for the Eastvale Library and Innovaon Center. This supports the development and construction of a Civic Center in Downtown Eastvale.

Fiscal Impact
The submission of a grant applicaon does not result in a direct ﬁscal impact. Should the grant applicaon be selected for an award, the City can choose to accept or reject the award oﬀer. If the oﬀer is accepted, the City will be required to commit and provide a 25% funding match, or $2.5 million, to receive the $10 million grant funds.
12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
572
Prior City Council/Commission Action
The City Council approved the Civic Center locaon, which includes the Eastvale Library and Innovaon Center, as part of the Leal Master Plan Amendment’s entlement on May 11, 2022. On November 30, 2022, the City Council held a workshop on the Civic Center Project. Addionally, a Civic Center project update was provided for the City Council on March 22, 2023.

Attachment(s)
Attachment 1 - Building Forward Library Facilities Improvement Program Grant Guidelines

Attachment 2 - Resolution 23-XX

12363 Limonite Avenue | Suite 910 | Eastvale, CA 91752
951.361.0900 |
eastvaleca.gov
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Building Forward Library Facilities Improvement Program:

Round Two
Guidelines and Application Requirements
2023
Applications are due no later than May 18, 2023 at 12:00 pm noon PST.

Questions should be emailed to [email protected] by 12:00 pm noon PST on May 12, 2023.

PROGRAM OVERVIEW
The Building Forward Library Facilities Improvement Program helps create local libraries capable of meeting the 21st century needs of California’s communities, with a priority for facilities that serve high poverty areas of the state.

AVAILABLE FUNDING
In this round $175 million in competitive grant funding is available to cities, counties, or special library districts1. Funding requests are expected to exceed funds available through this grant opportunity. Round Two funds must be expended by June 30, 2027.

MAXIMUM AWARDS
The maximum grant amount per library facility is $10 million. If facilities that benefitted from funding in Round One are approved for funding in Round Two, the cumulative maximum amount awarded will not exceed $10 million.

FUNDING PRIORITIES
In accordance with the State of California Budget Act of 2022 AB 179 (Chapter 249, Statutes of 2022), project requests submitted for local libraries located in high poverty areas of the state will be prioritized for funding. High poverty areas are designated based on the California Poverty Measure. The California Poverty Measure is a measure 1 A governing entity other than a county, municipality, township, or school district that is authorized to establish and operate a public library as defined by the Federal -State Cooperative System.
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created by the Public Policy Institute of California and the Stanford Center on Poverty and Inequality to comprehensively assess poverty levels by considering income and benefits from social safety net programs (e.g., CalFresh and unemployment benefits), medical expenses, childcare costs, and geographic differences in housing costs. The California Poverty Measure for each library facility can be found online at:
https://www.library.ca.gov/grants/buildingforward.

Facilities that have not benefitted from any previous Building Forward funds will be given priority consideration.

HOW TO APPLY
Applications will be accepted online at:
https://www.library.ca.gov/grants/buildingforward through 12:00 pm, noon, PST on May 18, 2023.

Applications not funded in Round One will not carry forward to Round Two. Applicants are welcome to apply in Round Two for projects that were not funded in Round One.

All applications for funding in Round Two must be prepared and submitted using the Round Two application materials and online portal.

Note: If funding is awarded, an authorizing resolution from the applicant organization’s city council, executive board, or other governing body is required prior to executing the grant agreement.

Grantees will have until June 30, 2027 to spend any funds received under this program.

QUESTIONS & CONTACT INFORMATION
Questions should be submitted by email to [email protected] by 12:00 pm noon PST on May 12, 2023. FAQs will be updated weekly with questions and answers that may help all grantees. FAQs can be found at:
http://www.library.ca.gov/grants/buildingforward. Applicants are encouraged to check the FAQs regularly for updates.

ELI

GIBILITY
Eligible Applicants
Applications may be submitted by cities, counties, or special library districts. Library- related nonprofit organizations, such as Friends of the Library groups, are not eligible applicants. One application per library facility will be accepted. Cities, counties, or special library districts seeking funding for multiple facilities must submit one application for each facility.
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To qualify for funding, facilities must be used as a public library according to the California Education Code, sections 18010 through 20092 and California Code of Regulations, Title 5, Division 2, and have all of the following:
• An organized collection of library materials
• Paid staff
• Regularly scheduled hours for being open to the public • Separate quarters
• And supported in whole or in part by public funds.

Facilities must operate as a public library (meeting all the criteria listed above) for at least 10 years following the grant end date.

Facilities that benefited from funding in Round One are eligible for funding for new projects in Round Two. Round Two funds will not be used to augment Round One projects and awards.

Project Types
Applications are welcome for any library facility-related capital project that addresses critical maintenance needs, improves energy efficiency, improves sustainability, expands digital access, or expands physical access. Priority will be given to projects supporting libraries located in high-poverty areas of the state.

Capital projects are projects that help maintain or improve a public asset, often called infrastructure. Projects include the planning, design, procurement, construction and installation of real property and trade fixtures. Under this grant opportunity, capital projects must address at least one of the following: critical maintenance, energy efficiency, sustainability, expanded digital access, or expanded physical access.

Critical maintenance projects keep existing facilities, building-related structural components, and related building systems suitable for public use and compliant with all prevailing codes, rules, regulations, and standards governing their usage, such as the Americans with Disabilities Act.

Examples include, but are not limited to:
• Necessary repair or replacement of essential building systems:
o HVAC and air filtration
o Water and/or gas lines
o Fire detection/suppression systems
o Security systems and safety features, including cameras, security/emergency lighting, safe rooms, emergency wayfinding signage
• Electrical supply, including backup power needed for emergency purposes • Repair or replacement of broken or nonfunctioning essential building components. For example:
o Locks, windows, and doors
o Seismic retrofit
o Elevators and interior paths of travel
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o Roof repair or replacement
o Foundation repair
o Asbestos and mold abatement and remediation
o Repairs related to water damage, fire/smoke damage, insect damage, or wood rot
o Repairs to eliminate hazards to individuals, including tripping or slipping Energy efficiency projects are those that enable the facility to reduce its energy usage.

For example:
• Installing solar panels or battery storage2
• Modernizing HVAC systems
• Energy management or automated building control systems • Modernizing water heater systems
• Improving insulation or weatherproofing
• Window upgrades
Sustainability projects are those that reduce the depletion of resources such as water, land, and raw materials, and prevent environmental degradation caused by the facility. For example:
• Water or energy conservation measures
• Use of sustainable building materials or practices
Expanding physical access projects enable all visitors to enter, occupy, and use library facilities in an equally effective and integrated manner. For example:
• ADA compliance measures
• Widening doorways and pathways
• Improving lighting
• Increasing size of spaces
• Repurposing spaces
• Construction projects enabling expanded-access services or technology Expanding digital access projects are improvements to the facility that make digital services more accessible or more widely available. For example:
• Updating electrical and related infrastructure to improve reliability of Local Area Network
• Projects to improve building wiring, electricity, outlets, and access points for digital devices
• Adding wireless access points or boosters
• Wi-Fi upgrades or enhancements

2 Power created or stored must primarily benefit operations of the library building. 577

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Note: If your project includes or is fully focused on network hardware, installation, and/or configuration; room-ready modifications required to install and operate network equipment and/or upgrades to Inside Wiring to support broadband connectivity, it may be eligible for funding through the California Library Connect project. Please see https://californialibraryconnect.org/grants/ for more information.

LOCAL MATCH REQUIREMENT
Match Requirement
Grantees will be required to provide matching funds as a direct cash contribution on a dollar-for-dollar basis. Match funds may come from either the applicant organization or funds from third party sources such as other grants, foundations, or private donors. In- kind contributions or state funds are not an eligible source of match funds. Funds expended before or after the grant period are not considered an allowable match.

Matching funds can only be used for costs eligible under this grant program. Match funds must be spent at the same rate and on the same costs as grant funding. If awarded, grantees will be required to verify the availability of match funds.

Match Reduction
Applicants may request a reduction in the required local match according to conditions included in the California Budget Act of 2022 AB 179 (Chapter 249, 2022 Statutes). Applicants may apply for a reduction in their required local match based on Local Operating Income Per Capita (see table below). Applicants seeking a match reduction must submit a written match reduction justification request as part of the application. Applicants requesting a match reduction must be able to demonstrate that they are financially unable to provide the required match.

Note: Submitting a Match Reduction Justification Request does not guarantee that the required match amount will be reduced.

Local Operating Income Per Capita levels for Round 2 applications will be based on data from the 2021-2022 fiscal year, available online at:
https://www.library.ca.gov/grants/buildingforward. Local Operating Income Per Capita is calculated dividing the service area population by the library jurisdiction’s operating revenue from local sources. If a library’s per capita spending level changes during the grant period, its match requirement does not change.
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LIPC LEVEL MAXIMUM ALLOWABLE MATCH REDUCTION
$0.00 - $15.00 The match requirement may be eliminated. No Local match funds are required to be contributed.
$15.01 - $28.00 The match requirement may be reduced by 75 percent. Every dollar of grant funds must be met with 25 cents of local matching funds.
$28.01 - $49.99 The match requirement may be reduced by 50 percent. Every dollar of grant funds must be met with 50 cents of local matching funds.
$50.00 - $99.99 The match requirement may be reduced by 25 percent. Every dollar of grant funds must be met with 75 cents of local matching funds.
$100.00 and above No reduction in the local match requirement is allowed. Every dollar of grant funds must be met with a dollar of local matching funds.

ALLOWABLE COSTS
Allowable and unallowable costs apply to the use of both grant and local matching funds.

Allowable costs include, but are not limited to:
• Construction and/or installation
• Consultant fees for plans, specifications, construction documents, cost estimates or desig
n
• G
rant administration (maximum of 10 percent of the total grant amount, excluding the grant administration amount, is allowed)
• Insurance and hazard liability bond premiums
• Permit and inspection fees
• Project contingency (a maximum of 10 percent is allowed) • Project management of the construction or installation • Work related to approved project outputs
• Building fixtures that are permanently attached to the building • Exterior Spaces for library services, programs, and accessible paths of travel if joined to the building
Note: Projects must be directly related to library buildings or spaces instead of addressing general municipal needs. Projects related to or serving multiple municipal buildings or complexes are not eligible. Exterior activities or work must either be directly related to providing library activities, designated exterior library areas, or the specific library building. This includes but is not limited to landscaping, patios, seating, shade structures, fencing3, bollards, or walkways4.

Unallowable costs include, but are not limited to:
3 General perimeter fencing is not allowable under this grant opportunity 4 The repair or replacement of exterior walkways is allowable from the facilities access points to curbs or parking lots
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• Any expenditure not part of the approved grant budget • Book drops that are not attached to the building
• Community planning meetings or workshops
• Contractor burden
• Contractor or supply escalation costs or markups
• Costs incurred outside of the grant period5
• Counters or desks which are movable or unattached to the building • Physical hardware or equipment which is not a component of the essential building system, including but not limited to:
o Audio visual equipment
o Book vending machines or lockers (including Open+ system fees) o Computers
o Computer or device vending technology
o Material security enhancements (e.g., RFID, tattle tape, material security gates)
o Program or collection equipment (e.g., makerspace technology or material processing equipment, book sorting machines)
o Self-check machines
• Entertainment, meals, or food
• Establishment of a reserve fund
• Federal or state taxes6
• Grant writing, fundraising, advertising, or lobbying
• Indirect or in-kind7 costs
• Land acquisition or related fees
• Moving or storage costs
• Electric vehicle charging stations
• Regularly scheduled maintenance
• Work related to parking lots and related features
• Signage not affixed to the library building
• Shelving which is not attached to the building
• Building space not directly related to library operations (e.g., cafés, friends of the library spaces, general municipal services)
• Tangible property to support program operations (e.g., tables, chairs, computers, or vehicles)
• Warranties, agreements, or contracts with terms extending beyond the grant period

5 The grant period begins upon the execution of the grant agreement by the grantee and the State Library
6 Not including sales tax
7 Non-cash contribution such as goods, services, and equipment 580

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Ap
pendix A: Application Questions
Section 1: Basic Information
• Applicant/Organization
• Project Name
• Library Jurisdiction and Facility
• Does this project involve an existing library facility, including new library buildings which will replace existing branches?
o A 10-year lease from the project completion date will be required at the time of award. Upload the lease(s) and/or any related documentation showing compliance with this requirement. If your current lease does not currently meet the 10-year requirement describe your timeline and plan to meet this requirement if you are awarded.
• Is the Library Director of the Library Jurisdiction aware of this application/project? • Primary Application/Project Contact
o This contact will receive communications regarding this application. • Additional Application/Project Contact (optional)
• Authorized Representative
o This contact will sign grant agreements on behalf of the applicant organization.
• Certification Form: A certification form signed by the representative (listed above) authorizing the submittal of this application is required. The certification form can be downloaded at: https://www.library.ca.gov/wp-content/uploads/2023/02/Building- Forward-Round-2-Application-Approval-and-Certification.pdf Section 2: Project Details/General Application Questions Project Information
• Describe briefly what you propose to do, for whom, and for what expected benefit(s). (100 Word Limit)
• Describe the need that this proposed project is intended to address. (200 Word L
imit)
• Describe the steps you took to determine that this need exists. For example, architectural reviews, building needs assessments, surveys, cost analyses, community meetings, focus groups, and the like. (200 Word Limit)
• Choose one primary project type:
o New building: Adding a new library facility
o New building: Replacing an existing library facility
o Current Building: Critical maintenance/renovation/modernization project o Current Building: Energy efficiency project
o Current Building: Sustainability project
o Current Building: Digital access project
o Current Building: Physical access project
• If “New building: Adding a new library facility” or “New building: Replacing an existing library facility” is selected:
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o Describe your proposed new or replacement facility, including specific information about how the project would meet the need described in your response above. (200 Word Limit)
o List the address of the proposed building.
o Describe the current status of your project. (200 Word Limit) o Describe all funding sources you have confirmed, or are actively seeking, to complete the project. (e.g. local funds, federal funds, etc.) (200 Word Limit)
o Indicate if the land has been purchased for the proposed new library. If not, provide a timeline for the purchase. Who will own the property? (100 Word Limit)
 Note: Land acquisition is not an allowable cost for grant or match funds.

Additional Information
• Select any of the following categories which apply to your proposed project. For more information about each category, please refer to the grant guidelines. o Critical Maintenance
 Describe your proposed project, including specific information about how the project would meet the critical maintenance need described in your response above. (200 Word Limit)
o Energy Efficiency
 Describe your proposed project, including specific information about how the project would meet the energy efficiency need described in your response above. Please use estimated numerical data to support your answer. For example, “This project will reduce the library’s power consumption by an estimated X kilowatt hours per month”. (200 Word Limit)
o Sustainability
 Describe your proposed project, including specific information about how the project would meet the sustainability need described in your response above. Please use estimated numerical data to support your answer. For example, "This project will reduce the library’s water consumption by an estimated X gallons per month”. (200 Word Limit)
o Expanding Digital Access
 Describe your proposed project, including specific information about how the project would meet the digital access need described in your response above. Please describe how the project will increase the number of additional users with access and/or the number of additional devices, services, and/or programs that will be made available. (200 Word Limit)
o Expanding Physical Access
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 Describe your proposed project, including specific information about how the project would meet the physical access need described in your response above. Please describe how the project will increase access under ADA guidelines, increase overall patron capacity, and/or increase availability of library materials and services to specific user communities or users. (200 Word Limit) • If applicable, describe past attempts to fund this project, including other funding sources sought and key obstacles in securing funds. (100 Word Limit) • Describe how you will complete the project if only a portion of the requested funding is awarded. (100 Word Limit)
• Explain how you created the project budget. How were costs determined? (100 Word Limit)
• If the total project costs are expected to exceed the requested grant amount plus the required local match, has the rest of the required funding been secured? o Explain how the project will be completed, including the funding source and the anticipated timeframe required to obtain the funding. (200 Word Limit)
Supporting Documents
• Additional documentation may be submitted to support your application. All items should be directly related to the facility and project for which you are applying. If your item is part of a larger document or plan, only provide excerpts related to this application. Please try to keep each attachment to 20 pages or less. All items are optional.
o Assessment/Study/Review [Two may be uploaded]
o Assessment/Study/Review 2
o Cost Analysis
o Planning Document
o Site Plan/Map
o Other
o Photos/Videos [Five photos and one video may be uploaded] o Letters of Support [Three may be uploaded]
Section 3: Budget and Timeline
Overview Timeline
Grant and local match funds must be used toward the project within four years following the execution of the Grant Agreement and Certification by both parties.

Reporting will be required over 16 quarterly periods (every three months for four years).

Select the Quarter when key project milestones will be completed. Select quarters based on the assumption that quarter one begins when the grant agreement is fully executed, with quarter two beginning three months later.

Timelines are for planning purposes only and do not need to be exact. If awarded, a formal Implementation Plan will be required based on a finalized award timeline. 583

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• When will all bids or quotes be obtained?
• When will all planning and design specifications be complete? • When will all contractors be selected?
• When will work begin?
• When will the project meet the halfway point?
• When will all work be completed?
Local Matching Funds
• Match Reduction Requested (Note: Other State funds are not an allowable match contribution.)
o If applicable:
 Explain why you are financially unable to provide the required dollar-for-dollar matching funds. (200 Word Limit
)
 Hav
e matching funds been secured?
 What are the sources of the local matching funds? (200 Word Limit) Project Outputs
In this section you will enter project outputs. Project outputs should be tangible items describing the specific work products that will be completed by the project.

List all major outputs of your project that will be funded by the grant and local matching funds. Do not include related project outputs or costs that will not be funded by the Building Forward grant nor through required local match funds.

You may enter up to 20 project outputs. Start entering project outputs to display additional fields.

List project outputs in order of priority. If partially funded, awards may fund project outputs based on the order they are listed here. Examples of outputs include, but are not limited to, window replacement, flooring repair, solar panel instillation, roof replacement, ADA upgrades to restrooms, teen space redesign, HVAC system modernization, elevator replacement, water conservation system installation, electrical system upgrades, adding network ports in reading area and lighting upgrades.

Costs related to non-tangible items, such as project management or design, should be included in the cost of the specific output to which they are related.

List or describe what is included within each output under “Details.” This should include major subtasks for the output, as well as other expenses included in the total cost (e.g. architectural design, construction management, and required permit fees).

Please note: If awarded, a final itemized budget will be required. Awardees should be prepared to provide the cost of each individual output itemized by:

Salaries/Wages/Benefits, Consultant/Contractor Fees, Supplies/Materials/Equipment. • Project Outputs
o Timeline:
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 Quarter work will begin
 Quarter work will be competed
o Budget:
 Total Output Cost
 Grant Contribution (Auto Calculated)
 Match Contribution (Auto Calculated)
o Details
• Contingency Costs Set Aside (Up to 10 percent may be selected) • Grant Administration Costs (Up to 10 percent may be selected)

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Ap
pendix B: Application Review Criteria

CRITERION INSTRUCTION FOR REVIEWER SCORING CRITERIA
1: Identifying
the Need
Consider the extent to which the applicant
demonstrated a clear and evidence-based
need for the proposed project.
• 3 (Good): Applicant comprehensively demonstrated a
need for this project. Response was thorough and well
supported.
• 2 (Adequate): Applicant mostly demonstrated that
there is a need for this project. Response was
adequately supported.
• 1 (Poor): Applicant somewhat demonstrated that there
is a need for this project. Response was insufficiently supported.
• 0 (Insufficient): Applicant did not demonstrate that
there is a need for this project.
2: Meeting
the Need
Consider whether the proposed project
addresses and aligns with the stated
community need. In a strong application,
the project will be designed to respond
effectively to the stated need, and the size
and scope of the proposed project will align
with that need.
• 3 (Good): Applicant comprehensively demonstrated
with specific evidence that the proposed project
addresses and aligns with the stated community need.
• 2 (Adequate): Applicant mostly demonstrated with
specific evidence that the proposed project addresses
and aligns with the stated community need.
• 1 (Poor): Applicant somewhat demonstrated that the
proposed project addresses and aligns with the stated
community need.
• 0 (Insufficient): Applicant did not demonstrate that the proposed project addresses or aligns with the stated
community need.
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CRITERION INSTRUCTION FOR REVIEWER SCORING CRITERIA
3: Project
Feasibility
Consider whether the responses and
supporting documents (if any) demonstrate
that the project is feasible. Feasibility includes
preparedness; sufficient and appropriate
resources to complete the project within the
provided timeline; and sufficient funding,
including requested funds.
• 3 (Good): Applicant comprehensively demonstrated
the project is feasible. Applicant is fully prepared with sufficient and appropriate resources.
• 2 (Adequate): Applicant mostly demonstrated the
project is feasible. Applicant is somewhat prepared
with sufficient and appropriate resources.
• 1 (Poor): Applicant demonstrated poor feasibility.

Applicant is inadequately prepared with sufficient and
appropriate resources.
• 0 (Insufficient): This project is not feasible. Applicant is not prepared with sufficient or appropriate resources.
4: Project
Costs
Consider the extent to which the applicant
demonstrated an appropriate accounting of
all planned project costs. Appropriate
accounting means all costs are reasonable
and aligned with the overall project and
individual project outputs.
• 3 (Good): Applicant comprehensively demonstrated
that the planned project costs are appropriate.
• 2 (Adequate): Applicant mostly demonstrated that the
planned project costs are appropriate.
• 1 (Poor): Applicant somewhat demonstrated that the
planned project costs are appropriate.
• 0 (Insufficient): Applicant did not demonstrate that the planned project costs are appropriate.
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Ap
pendix C: Authorizing Resolution Template
If awarded, a resolution adopted by the city, county, or library district applying for funds will be required. The resolution should:
• Authorize the submission of an application;
• Approve implementation of the awarded project; and
• Designate an Authorized Representative to enter into the grant agreement.

Applicants may apply if the resolution has not been adopted before the application deadline, but we suggest the applicant seek guidance from their legal counsel to ensure they are authorized to apply.

RESOLUTION NO. [#]
A RESOLUTION OF THE [APPLICANT] AUTHORIZING THE GRANT APPLICATION,

ACCEPTANCE, AND EXECUTION OF THE GRANT FUNDS FROM THE STATE OF CALIFORNIA) WHEREAS, the Legislature and Governor of the State of California have provided funds for the program shown above; and
WHEREAS, the California State Library has been delegated the responsibility for the administration of this grant program, establishing necessary procedures; and WHEREAS, said procedures established by the California State Library require a resolution certifying the approval by the potential grantee’s governing board either before submission of said application(s) to the State or prior to execution of the grant agreement; and
WHEREAS, the Applicant/Grantee, if selected, will enter into an agreement with the State of California to carry out the project
WHEREAS, [APPLICANT] proposes to implement [PROJECT TITLE]; WHEREAS, [APPLICANT] has the legal authority and is authorized to enter into a funding agreement with the State of California; and
WHEREAS, [APPLICANT] intends to apply for grant funding from the California State Library for the [PROJECT TITLE];
THEREFORE, BE IT RESOLVED by the [APPLICANT], with acknowledgement of [LIBRARY/LIBRARY JURISDICTION], as follows:

1. That pursuant and subject to all of the terms and provisions of the Californi a
Bu
dget Act, the [APPLICANT] [TITLE OF AUTHORIZED REPRESENTATIVE], or designee is hereby authorized and directed to prepare and file an application for funding with the California State Library, and take such other actions necessary or appropriate to obtain grant funding.

2. The [APPLICANT] [TITLE OF AUTHORIZED REPRESENTATIVE], or designee is hereby authorized and directed to execute the funding agreement with the California State Library and any amendments thereto.

3. The [APPLICANT] [TITLE OF AUTHORIZED REPRESENTATIVE], or designee is hereby authorized and directed to submit any required documents, funding requests, and reports required to obtain grant funding.

4. Certifies that the project will comply with any laws and regulations including, but not limited to, the California Environmental Quality Act (CEQA), legal 588

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requirements for building codes, health and safety codes, the California Labor Code, disabled access laws, and, that prior to commencement of the project, all applicable permits will have been obtained; and,
CERTIFICATION I hereby certify that the foregoing Resolution was duly and regularly adopted by the [GOVERNING BODY NAME] of the [AGENCY NAME] at the meeting held on [DATE], motion by [NAME] and seconded by [NAME], motion passed by the following vote:

AYES: [#]
NOES: [#]
ABSTAIN: [#]
ABSENT: [#]
______________________________
[PRINTED NAME]
[TITLE], [GOVERNING BODY]
______________________________
[PRINTED NAME]
[SECRETARY/CLERK]
589

RESOLUTION NO. 2023-__

AN RESOLUTION OF THE CITY COUNCIL OF THE CITY OF EASTVALE ,

CALIFORNIA, AUTHORIZING THE GRANT APPLICATION, ACCEPTANCE,

AND EXECUTION OF THE GRANT FUNDS FROM THE STATE OF CALIFORNIA

WHEREAS, the Legislature and Governor of the State of California have provided funds for the Building Forward Library Facilities Improvement Program; and

WHEREAS, the California State Library has been delegated the responsibility for the administration of this grant program, establishing the necessary procedures; and

WHEREAS, said procedures established by the California State Library require a resolution certifying the approval by the potential grantee’s governing board either before the submission of said application to the State or prior to the execution of the grant application; and

WHEREAS, the City of Eastvale, if selected, will enter into an agreement with the State of California to carry out the project; and

WHEREAS, the City of Eastvale proposes to implement the Eastvale Library and Innovation Center; and

WHEREAS, the City of Eastvale has the legal authority and is authorized to enter into a funding agreement with the State of California; and

WHEREAS, the City of Eastvale intends to apply for grant funding from the California State Library for the Eastvale Library and Innovation Center.

NOW, THEREFORE, BE IT RESOLVED BY THE CITY COUNCIL OF THE CITY OF EASTVALE,

CALIFORNIA, WITH ACKNOWLEDGEMENT OF THE RIVERSIDE COUNTY LIBRARY SYSTEM, AS FOLLOWS:

That pursuant and subject to all of the terms and provisions of the California Budget Act, the City of Eastvale’s City Manager, Mr. Mark Orme, or designee, is hereby authorized and directed to prepare and file an application for funding with the California State Library, and take such other actions necessary or appropriate to obtain grant funding.

The City of Eastvale’s City Manager, Mr. Mark Orme, or designee, is hereby authorized and directed to execute the funding agreement with the Califor nia State Library and any amendments thereto.

The City of Eastvale’s City Manager, Mr. Mark Orme, or designee, is hereby authorized and directed to submit any required documents, funding requests, and reports required to obtain grant funding.

590

Certifies that the project will comply with any laws and regulations including, but not limited to, the California Environmental Quality Act (CEQA), legal requirements for building codes, health and safety codes, the California Labor Code, disabled access laws, and, that prior to commencement of the project, all applicable permits will have been obtained.

PASSED, APPROVED AND ORDAINED this __ day of April, 2023.

__________________________________________
Todd Rigby
Mayor

APPROVED AS TO FORM: ATTEST:

__________________________________________ __________________________________________ Erica Vega Marc A. Donohue, MMC
City Attorney City Clerk/Communications Director
591

STATE OF CALIFORNIA)
COUNTY OF RIVERSIDE ) §

CITY OF EASTVALE )

I, Marc A. Donohue, City Clerk /Communications Director of the City of Eastvale, California, do hereby certify that the foregoing Resolution No. 23-__, was introduced at a regular meeting of the City Council of the City of Eastvale held on the 26th day of April, 2023, and was passed by the City Council of the City of Eastvale at a regular meeting held on the 26th day of April 2023, by the following vote:

AYES:

NOES:

ABSENT:

ABSTAIN:

____________________________________
Marc A. Donohue, MMC
City Clerk/Communications Director

592

Eastvale City CouncilApril 26, 2023

Eastvale City Council
April 26, 2023