HomeMy WebLinkAboutAGR-7179 - VIGILANT SOLUTIONS LLC - PURCHASE TWO L5Q SOLAR-POWERED CAMERA SYSTEMS WITH HARDWARE, SOFTWARE, AND WARRANTY FOR POLICEt-7 i 7
Vigilant Solutions, LLC
1152 Stealth Street
M La ,pI-- Livermore, California 94551
S O L U T I O N 5
P)925-398-2079 (F) 925-398-2113
Issued To:Orange Police Department-Attention: Ted Taketa Date: 04-27-21
Project Name:. 2 x t5Q's w/Insur,ance Quote ID: DAR-1349-01
PROJECT QUOTATION
We at Vigilant Solutions, LLC are pleased to quote the following systems for the above referenced project:
Qty Item# Description
2) VSFS-L5Q-S L5Q Solar-Powered Fixed LPR System Annual Subscription
Small form-factor camera with solar-panel and integrated battery
Pole mount bracket
SD Card for local storage/buffering
SIM card with cellular service
Optional 12V power cord, sold separately
12-month limited hardware warranty
LEARN or Client Portal account for hosted data storage,alerting and analytics
System may be user installed
o Professional installation services sold separately
5-year Enterprise Service Agreement required
2) VSFS-LSQ=PWRCBL L5Q 12V Power Cable
12V power cable for L5Q camera system
May be used in locations that have a 12V power source(landscape lighting,etc)
6'length
2) . VSFS-L5Q-HDSE L5Q Heavy-Duty Security Enclosure
Enclosure to provide additional protection to the L5Q camera
2) VS-SHP-05 Vigilant Shipping Charges
Applies to each Fixed Subscription Kit
Shipping Method is FOB Shipping Point
2) Insurance Insurance on L5Q
Sales Tax 7.75%sales tax on hardware
Subtotal Price 4,988.75
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Quote Notes:
1. All prices are quoted in USD and will remain firm and in effect for 60 days.
2. Returns or exchanges will incur a 15% restocking fee.
3. Orders requiring immediate shipment may be subject to a 15% QuickShip fee.
4. Annual subscription of$2,250 per L5Q.
5. Cellular is included.
6. Sales tax included.
7. 1 year of insurance on each L5Q included.
8. Power cable and security enclosure included at no cost.
Quoted by: Daniel Ramsden -925-398-2079 -daniel.ramsden@vigilantsolutions.com
Total Price 4,988.75
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VIGILANT A-"''I 1
Enterprise Service Agreement (ESA)
This Vigilant Solutions Enterprise Service Agreement (the "Agreement") is made and entered into as of
this ° th Day of n1 i , 20 by and between Vigilant Solutions, LLC, a Delaware company, having its
principal place of business at 1152 Stealth Street, Livermore, CA 94551 ("Vigilant") and
City of Orange a law enforcement agency (LEA) or other governmental agency, having
its principal place of business at 300 E. Chapman Avenue, Orange, CA 92866 Customer").
WHEREAS,Vigilant designs, develops, licenses and services advanced video analysis software technologies for
law enforcement and security markets;
WHEREAS, Customer desires to license from and receive service for the Hardware and Software Products
provided by Vigilant;
THEREFORE, In consideration of the mutual covenants contained herein this Agreement,Customer and Vigilant
hereby agree as follows:
1.Definitions:
UIS Security Policy" means the FBI CJIS Security Policy document as published by the FBI UIS Information Security
Officer.
CLK" or"Camera License Key" means an electronic key that will permit each license of Vigilant's CarDetector brand
LPR software(one CLK per camera)to be used with other Vigilant LPR Hardware Products and Software Products.
Criminal lustice Information Services Division" or "UIS" means the FBI division responsible for the collection,
warehousing,and timely dissemination of relevant UI to the FBI and to qualified law enforcement, criminal justice,
civilian, academic, employment,and licensing agencies.
Effective Date" means 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 Produtts,on
any applicable media,without quantity or limitation.This Enterprise Service Agreement allows Customer to install the
Software Products on an unlimited number of devices in accordance with the selected Service Package, and allow
benefits of all rights granted hereunder this Agreement.
Hardware Products" means Vigilant's Fixed License Plate Recognition Cameras, Camera Brackets and Solar Panels.
LPR Data" refers to LPR data collected by the Customer and available on LEARN for use by the Customer.
Service Fee" means the amount due from Customer prior to the renewal of this Agreement as consideration for the
continued use of the Software Products and Service Package benefits according to Section XIII of this Agreement.
Service Package" means the Customer designated service option 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.
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Service Period"has the meaning set forth in Section III (Aj of this Agreement.
Software Products" means Vigilant's Software Suite including CarDetector, LEARN, and other software applications
considered by Vigilant to be applicable for the benefit of security practices.
Technical Support Agents" means Customer's staff person responsible for administering the Software Products and
acting as Customer's Software Products support contact.
User License" means a non-exclusive, non-transferable license to install and operate the Software Products, on any
applicable media, limited to a single licensee.
Users"refers to individuals who are agents of the Customer and who are authorized by the Customer to access LEARN
on behalf of Customer through login credentials provided by Customer.
II. Enterprise License Grant; Duplication and Distribution Rights:
Subject to the terms and conditions of this Agreement, Vigilant hereby grants Customer an Enterprise License to the
Software Products for the Term provided in Section III below. Except as expressly permitted by this Agreement,
Customer or any third party acting on behalf of Customer 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. Customer 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 term of this Agreement is five (5) years beginning on the Effective Date unless earlier
terminated as provided herein. Vigilant will provide Customer with an invoice for the Service Fee due for the
subsequent twelve(12 month period(each such period,a"Service Period")60 days prior to the end of the then current
Service Period. The first Service Period must be paid in advance. This Agreement and the Enterprise License granted
under this Agreement will be extended for a Service Period upon Customer's payment of that Service Period's Service
Fee, which is due 30 days prior to the expiration of the Service Period, as the case may be. Pursuant to Section VIII
below, Customer may also pay in advance for more than one Service Period.
e. Customer Termination. Customer may terminate this Agreement at any time by providing thirty (30)
days written notice to Vigilant and deleting all copies of the Software Products. If Customer terminates this Agreement
for no reason prior to the end of any Service Period, Vigilant will not refund or prorate any license fees paid by the
Customer. If Customer's termination notice is based on an alleged breach by Vigilant, then Vigilant shall have thirty
30) days from the date of receipt of Customer's notice of termination, which shall set forth in detail VigilanYs
purported breach of ihis Agreement,to cure the alleged breach. If within thirty(30)days of written notice of violation
from Customer Vigilant has not reasonably cured the described breach of this Agreement, Vigilant shall refund to
Customer an amount calculated by multiplying the total amount of Service Fees paid by Customer for the then-current
Service Period by the percentage resulting from dividing the number of days remaining in the then-current Service
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Period, by 365. Customer 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. ViAilant Termination. Vigilant has the right to terminate this Agreement at any time by providing thirty
30)days written notice to Customer. If Vigilant's termination notice is based on an alleged breach by Customer,then
Customer shall have thirty(30)days from the date of its receipt of Vigilant's notice of termination,which shall set forth
in detail Customer's purported breach of this Agreement,to cure the alleged breach. If within thirty(30)days of written
notice of violation from Vigilant Customer has not reasonably cured the described breach of this Agreement,Customer
shall immediately discontinue all use of Hardware Products and 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 no reason,and not based on Customer's failure to cure the breach of a material
term or condition of this Agreement, Vigilant shall refund to Customer an amount calculated by multiplying the total
amount of Service Fees paid by Customer 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 Hardware Products and Software Products will be
free from all Significant Defects (as defined below) during the term of this Agreement (the "Warranty Period").
Significant DefecY' means a defect in a Hardware Product or Software Product that impedes the primary function of
the Hardware Product or Software Product. This warranty does not include products not manufactured by Vigilant.
Vigilant will repair or replace any Hardware Product or Software Product with a Significant Defect during the Warranty
Period; provided, however, if Vigilant cannot substantially correct a Significant Defect in a commercially reasonable
manner, Customer may terminate this Agreement and Vigilant shall refund to Customer an amount calculated by
multiplying the total amount of Service Fees paid by Customer 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 Customer's exclusive remedy for defects in the Software Product. Vigilant shall not be responsible for
labor charges for removal or reinstallation of defective Hardware Products or Software Products, 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 Hardware Products and Software Products.
B. Infrinsement Protection. If an infringement claim is made against Customer by a third-party in a court
of competent jurisdiction regarding Customer's use of any of the Hardware Products or Software Products, Vigilant
shall indemnify Customer,and assume all legal responsibility and costs to contest any such claim. If Customer's use of
any portion of the Hardware Products or Software Products or documentation provided to Customer by Vigilant in
connection with the Hardware Products or 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
Customer the right to use such infringing portion; (2) replace such infringing portion with a non-infringing portion
providing equivalent functionality; or (3 modify the infringing portion so as to eliminate the infringement while
providing equivalent functionality.
C. Use of Software Products Interface. Under certain circumstances, it may be dangerous to operate a
moving vehicle while attempting to operate a touch screen or laptop screen and any of their applications. It is agreed
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by Customer that Customer'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.
Customer 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 Customer 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 Customer's Technical Support
Agents through e-mail,fax and telephone.
VI. Camera License Keys(CLKs).
Customer 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 inedia centers within Customers network in accordance with selected
Service Options. As Customer installs additional units of the Hardware Products or Software Products, Customer is
required to obtain a Camera License Key(CLK)for each camera installed and considered in active service. A CLK can be
obtained by Customer 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 Customer's application for a CLK,Customer's Technical
Support Agent will receive the requested CLK that is set to expire on the last day of the then-current Service Period.
VII. Ownership.
A. Ownership of Software Products. The Software Products are copyrighted by Vigilant and remain the
property of Vigilant. The license granted under this Agreement is not a sale of the Software Products or any copy.
Customer 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. Ownership of Hardware Producis. The Hardware Products provided under this agreement remain the
property of Vigilant.Customer has no ownership or rights to Hardware Products provided under this Agreement during
or after the Term of this Agreement.
C.Ri hts in Software Products. Vigilant represents and warrants that: (1) it has title to the Sohware and
the autho ity 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.
If Customer is a generator of LPR Data, Customer at its option may share its lPR Data with Law Enforcement Agencies
who contract with Vigilant.Vigilant will not share any LPR Data generated by the Customer without the permission of
the Customer.
IX. Ownership of LPR Data.
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Customer retains all rights to LPR Data generated by the Customer. Should Customer terminate agreement with
Vigilant, a copy of all LPR Data generated by the Customer will be created and provided to the Customer. After the
copy is created, all LPR Data generated by the Customer will be deleted from LEARN at the written request of an
authorized representative of the Customer.
X. Data Retention.
LPR Data is governed by the Customer's retention policy. LPR Data that reaches its expiration date will be deleted from
LEARN.
XI. Account Access.
A. Eli ibilitv. Customer 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 employees of the Customer. No
User logins may be provided to non-employees of the Customer without the express written consent of Vigilant.
B. Securitv. Customer shall be responsible for assigning an Agency Manager who in turn will be
responsible for assigning to each of Customer's Users a username and password (one per user account). A limited
number of User accounts is provided. Customer 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). Customer
shall notify Vigilant immediately if Customer believes the password of any of its Users has,or may have, been obtained
or used by any unauthorized person(s). In addition, Customer must notify Vigilant immediately if Customer becomes
aware of any other breach or attempted breach of the security of any of its Users' accounts.
C. CJIS Repuirements. Affiliate certifies that its LEARN users shall comply with the UIS requirements
outlined in Exhibit A.
XII. Service Package, Fees and Payment Provisions.
A. Service Packa e. This Enterprise License Agreement is based on the following Service Package:
Service Packa e-Fixed Camera Subscription Service:
Fixed Camera with Camera Bracket
Solar Panel
Hardware warranty for manufacturer defect
Vigilant Managed/Hosted LPR server LEARN Account
Unlimited user licensing and upgrades for the following applications:
o LEARN and CarDetector
B. Service Fee. Payment of each Service Fee entitles Customer to all rights granted under this Agreement,
including without limitation, use of the Hardware Products and Sohware Products for the relevant Service Period,
replacement of CLKs,and access to the updates and releases of the Software Products and associated equipment driver
software to allow the Hardware Products and Software Products to remain current and enable the best possible
performance. The annual Service Fee due for a particular Service Period is based on the number of current Vigilant
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issued CLK's at the time of Service Fee invoicing,and which will be used by Customer in the upcoming Service Period.
A schedule of Annual Service Fees for years after the first year of this Agreement is shown below:
Annual Service Fee Schedule(multiplied by number of CLK's Issued)
Annual Fee Per CLK l 2,250.00
Payment of the Service Fee is due thirty(30) days prior to the renewal of the then-current Service Period. All Service
Fees are exclusive of any sales, use, value-added or other federal, state or local taxes (excluding taxes based on
Vigilant's net income) and Customer agrees to pay any such tax.
C. Advanced Service Fee Pavments. Vigilant will accept advanced Service Fee payment on a case by case
basis for Customers 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 Customer 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 Customer continued operation of the designated camera unit systems for the following Service
Period until the credits are reduced to a zero balance.
D. Price Adiustment.Vigilant has the right to increase or decrease the annual Service Fee from one Service
Period to another after the 5-Year Term; 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 Customer notice of the proposed increase on or before the date that Vigilant invoices Customer
for the upcoming Service Period.
XII1. Miscellaneous.
A. Limitation of Liabilitv. IN NO EVENT SHALL VIGILANT BE LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONSEQUENTIAL DAMAGES INCLUDING DAMAGES FOR LO55 OF USE, DATA OR PROFIT,ARISING OUT OF OR
CONNECTED WITH THE USE OF THE HARDWARE PRODUCTS AND 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 CUSTOMER TO VIGIIANT FOR THE HARDWARE PRODUCTS AND SOFTWARE PRODUCTS
LICENSED UNDER THIS AGREEMENT.
B. Confidentialitv. Customer acknowledges that Hardware Products and Software Products contain
valuable and proprietary information of Vigilant and Customer will not disassemble, decompile or reverse engineer
any Hardware Products or Software Products to gain access to confidential information of Vigilant.
C. Assignment. Neither Vigilant nor Customer 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.
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E. Complete A reement. 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.Relationshiq. The relationship created hereby is that of contractor and customer and of licensor and
Customer. Nothing herein shall be construed to create a partnership,joint venture, or agency relationship between
the parties hereto. Neither party shall have any authority to enter into agreements of any kind on behalf of the other
and shall have no power or authority to bind or obligate the other in any manner to any third party.The employees or
agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose
whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or on
behalf of any third party.
G. No RiRhts in Third Parties. This agreement is entered into for the sole benefit of Vigilant and Customer
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
emain in full force and effect.
1.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(cj(1)(ii) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19,or FAR 52.227 (ALT III),as applicable.
K.Ri ht to Audit. Customer, upon thirty (30) days advanced written request to Vigilant, shalt 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 Suqqort A ents. 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
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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.
Vigilant Solutions,LLC c stomer: City of Orange
Attn:Sales Administration Attn:Lt. Scott Trausch
1107 N. Batavia St.1152 Stealth Street Address:
Livermore,CA 94551 Orange, CA 92867
M. Authorized Representatives; Technical Suqport Agents. Customer's Authorized Representative is
responsible for administering this Agreement and Customer's Technical Support Agents are responsible for
administerin the Hardware Products and Software Products and acting as Customer's Hardware Products and
Software Products support contact. Either party may from time to time change its Authorized Representative, and
Customer 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.
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IN WITNESS WHEREOF,the parties have executed the Agreement as of the Effective Date.
Manufacturer: Vigilant Solutions, LLC
Authorized Agent: Bili Quinlan
Title: Vice President Sales Operations
Date: J 1 1-2 -L..
i
Signature: 1 } '
Customer: C Ity of O ra ng e
Authorized Agent:
I C'" ' O O
Title: City Manager
Date:
Z
Signature:
APPROVED AS TO FORM
MAR E. BINNING
Senior Assistant City Attom
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Exhibit A: UIS Requirements
Vigilant and the Affiliate agree on the importance of data security, integrity and system availability and that these
security objectives will only be achieved through shared responsibility. Vigilant and the Affiliate agree they will more
likely be successful with information security by use of the Vigilant supplied technical controls and client Affiliate use of
those controls; in conjunction with agency and personnel policies to protect the systems, data and privacy.
Vigilant and the Affiliate agree that Affiliate owned and FBI-GIS supplied data in Vigilant systems does not meet the
definition of FBI-UIS provided Criminal Justice Information (CJI). Regardless, Vigilant agrees to treat the Affiliate-
supplied information in Vigilant systems as UI. 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-C11S 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 UIS Information Security Officer to act as a conduit to the client Contracting
Government Agency, Agency Coordinator, to receive any security policy information and disseminate to the
appropriate staff.
3. Vigilant agrees to adhere to FBI-UIS Security Policy Awareness Training and Personne) Screening standards as
required by the Affiliate.
4. Vigilant agrees, by default, to classify aIl client supplied data and information related to client owned
infrastructure,information systems or communications systems as"Criminal Justice Data".All client information
will be treated at the highest level of confidentiality by all Vigilant staff and authorized partners. Vigilant has
supporting guidance/policies for staff handting 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.
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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 devetopment, system maintenance or the support roles
assigned.
11. Vigilant agrees to inform the Affiliate of any unauthorized, inappropriate use of data or systems.
12. Vigilant will design software applications to facilitate FBI-UIS compliant information handling, processing,
storing,and communication of Affiliate.
13. Vigilant will advise Affiliate when any software application or equipment technical controls are not consistent
with meeting FBI-UIS 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-GIS Security Policy complex pas5word tonstruction and change rules.
17. Vigilant will only provide access to Vigilant systems and Affiliate owned information through Affiliate managed
role-based access and applied sharing rules configured by the Affiliate.
18. Vigilant agrees to provide technical controls with additional levels of user Advanced Authentication in Physically
Non-Secure Locations.
19. Vigilant agrees to provide compliant FIPS 140-2 Certified 128-bit encryption to Affiliate owned data during
transport and storage ("data at rest")while in the custody and control of Vigilant.
20. Vigilant agrees to provide firewalls and virus protection to protect networks,storage devices and data.
21. Vigilant agrees to execute archival, purges and/or deletion of data as configured by the data owner.
22. Vigilant agrees to provide auditing and alerting tools within the software applications so Affiliate can monitor
access and activity of Vigilant support staff and Affiliate users for unauthorized access, disclosure, alteration or
misuse of Affiliate owned data. (Vigilant support staff will only have access when granted by the Affiliate.)
23. Vigilant will only perform direct support remote access to Affiliate systems/infrastructure when requested,
authorized and physically granted access to the applications/systems by the Affiliate. This activity will be
documented by both parties.
24. Vigilant creates and retains activity transaction logs to enable auditing by the Affiliate data owners and Vigilant
staff.
25. Vigilant agrees to provide physical protection for the equipment-storing Affiliate data along with additional
technical controls to protect physical and logical access to systems and data.
26. Vigilant agrees to participate in any Information or Technical Security Compliance Audit performed by the
Affiliate, state CJIS System Agency or FBI-UIS 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.
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Affiliate:
1. Affiliate agrees to appoint an Agency Coordinator as a central Point of Contact for all FBI-UIS Security Policy
related matters and to assign staff that are familiar with the contents of the FBI-UIS Security Policy.
2. Affiliate agrees to have the Agency Coordinator provide timely updates with specific information regarding any
new FBI-UIS, 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-UIS Security Awareness Training, personnel background
screening or execution of FBI-UIS Security Addendum Certifications are required.
4. Affiliate agrees to immediately inform Vigilant of any relevant data breach or cyber incident, to include DDoS,
Malware, Virus, etc. that may impact or harm Vigilant systems, operations, business partners and/or other
Affiliates, so proper analysis can be performed,and Incident Response Procedures can be initiated,
5. Affiliate agrees that they are responsible for the legality and compliance of information recorded,submitted or
placed in Vigilant systems and use of that data.
6. Affiliate agrees that they are responsible for proper equipment operation and placement of equipment.
7. Affiliate agrees that they are responsible for vetting authorized user access to Vigilant systems with due
consideration of providing potential access to non-Affiliate information.
8. Affiliate agrees that responsibility and control of persons granted access to purchased Vigilant systems, along
with data stored and transmitted via Vigilant systems, is that of the Affiliate.
9. Affiliate agrees that they have responsibility for all data security, handling and data protection strategies from
point of acquisition, during transport and until submission ("Hotlist upload")into Vigilant systems.
10. Affiliate agrees to reinforce client staff policies and procedures for secure storage and protection of Vigilant
system passwords.
11. Affiliate agrees to reinforce client staff policies for creating user accounts with only government domain email
addresses. Exceptions will be granted in writing.
12. Affiliate agrees to reinforce client staff policies for not sharing user accounts.
13. Affiliate agrees to use Vigilant role-based access as designed to foster system security and integrity.
14. Affiliate agrees that they control, and are responsible for, appropriate use and data storage policies as well as
procedures for the data maintained outside the Vigilant systems. This includes when any information is
disseminated,extracted or exported out of Vigilant systems.
15. Affiliate agrees that they control and are responsible for developing policies, procedures and enforcement for
applying deletion/purging and dissemination rules to information within and outside the Vigilant systems.
16. Affiliate agrees that it is their responsibility to ensure data and system protection strategies are accomplished
through the tools provided by Vigilant for account and user management features along with audit and alert
threshold features.
17. Affiliate agrees to use the "virtual escorting" security tools provided for managing client system remote access
and monitor Vigilant support staff when authorized to assist the client.
18. Affiliate agrees that the Vigilant designed technical controls and tools will only be effective in conjunction with
Affiliate created policies and procedures that guide user access and appropriate use of the system.
19. Affiliate agrees that information and services provided through Vigilant products do not provide any actionable
information,Affiliate users are responsible for the validity and accuracy of their data and developing procedures
to verify information with the record owner and other systems{NCIC} based upon the potential lead generated.
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