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CALEA - ACCREDITATION INITIAL FEEA CONTRACT AWARD SHEET INSTRCUTIONAL GUIDE TO ASSIST YOU WITH THE INFORMATION CONTACINED HEREIN IS AVAILABLE IN THE PURCHASING SECTION OF OUR WEBPAGE AT: www.hialeahfl.gov CITY OF HIALEAH CONTRACT AWARD PURCHASING DEPARTMENT CITY OF HIALEAH CONTRACT: ACCREDITATION INITIAL FEE DESCRIPTION: INITIAL ACCREDITATION FEE TO THE COMMISSION ON ACCREDITATION OF LAW ENFORCEMENT AGENCIES (CA LEA). CONTRACT PERIOD: 6/26/2023 – 06/25/2026 SECTION #1 – VENDOR AWARD Name: CALEA Name: Contact: W. CRAIG HARTLEY, Jr. Contact: Phone: 703-352-4225 Phone: Fax: Fax: E-mail: E-mail: Name: Name: Contact: Contact: Phone: Phone: Fax: Fax: E-mail: E-mail: SECTION #2 – AWARD/BACKGROUND INFORMATION/APPLICABLE ORDINANCES/NOTES CITY COUNCIL APPROVED ON: 06/13/2022, ITEM 0 AMENDED AMOUNT: RESOLUTION NO: INSURANCE REQUIREMENTS: ANNUAL CONTRACT AMOUNT: $16,125 PERFORMANCE BOND: APPLICABLE ORDINANCES: Notes: SECTION #3 – REQUESTING DEPARTMENT CITY OF HIALEAH, DEPARTMENT OF POLICE Contract Administrator: CHIEF GEORGE FUENTE Phone: 305-687-2525 SECTION #4 – PROCURING AGENCY CITY OF HIALEAH, DEPARTMENT OF POLICE Contract Administrator: CHIEF GEORGE FUENTE Phone: 305-687-2525 Prepared by: MARILIN GUTIERREZ ITEM #___,;:;;:;D ___ JUN 13 2023 COUNCIL AGENDA ITEM REQUEST FORM This form, letter from the department head addressed to the Mayor and City Council, as well as supporting documents are due the Monday of the week prior to the City Council Meeting. Date of Request: June 1, 2023 Requesting City Department: Police Department Requested Council Meeting Date: June 13, 2023 Action Requested from the [8] Issue a purchase order City Council: D Increase a purchase order D Award a bid 0 Bid No. D Reject a bid 0 Bid No. D Special Events Permit D Street Closure D Other: Scope of service(s) or Accreditation Initial Fee product(s): Vendor: CALEA Expenditure Amount: $16,125 Funding Source (i.e., account 127.1000.521340 LETF FEDERAL funding the expenditure): Purchase Process: D Competitive Bidding D An exception to competitive bidding applies: D Professional services in the nature of consultants, Accountants, and attorneys D Sole source provider D Emergency based on object facts D Credit facilities D Competitive bidding is not required because the City is utilizing a bid that has been awarded or under contract by state, county or other governmental agencies. D Title of state, county or other governmental Agencies contract: D Piggy-back contract expiration date: [gl Waive Competitive Bidding D Reason(s) it is not advantageous to the City to utilize competitive bidding: CALEA is widely recognized and respected as a leading accrediting body for law enforcement agencies in the United States. Signatures: Esteban Bovo, Jr. Mayor Monica Perez Council President Jacqueline Garcia-Roves Council Vice President June I, 2023 Honorable Mayor Esteban Bovo, Jr. And Council Members City of Hialeah Hialeah, Florida 33010 City of Hialeah Council Members Bryan Calvo Vivian Casals-Munoz Luis Rodriguez Jesus Tundidor Carl Zogby RE: Commission on Accreditation of Law Enforcement Agencies (CA LEA) Initial Accreditation Fee Dear Mayor and Council Members: The Charter of Hialeah states that contracts in amounts greater than $25,000.00 shall be awarded on the basis of specifications and formal sealed bids. The Council may award a contract to the lowest responsible and responsive bidder, or it may reject all bids and re-advertise; or it may waive competitive bidding when it finds it to be the best interest of the City The Hialeah Police Department is requesting approval to issue a purchase order in an amount not to exceed $16,125.00 from the law enforcement trust fund (Federal) account for the payment of the initial accreditation fee to the Commission on Accreditation of Law Enforcement Agencies (CA LEA). The Commission on Accreditation of Law Enforcement Agencies (CALEA) is a credentialing authority whose primary mission is to accredit law enforcement agencies in the United States. The Hialeah Police Department seeks to gain national accreditation and establish a relationship with CALEA for compliance standards and support. The accreditation process requires an in-depth review of every aspect of the Hialeah Police Department including its policies, practices, management, and administration to increase the Department's effectiveness, efficiency, and promote excellence. The accreditation process assures the City of Hialeah and its constituents that every aspect of the Hialeah Police Department is in accord with professional standards and the Department fosters a culture of transparency and accountability. The funding source for this expense will be the law enforcement trust fund (federal) account 127.1000.521340. CALEA is an active corporation and in good standing in the State of Virginia. CALEA is registered in SAM.GOV and in good standing. George Fuente Chief of Police 501 Palm Avenue, Hialeah, Florida· JJ0I0-4719 www.hialcnhn.gov 127 LETF -Federal Fund Fiscal Year: 2023 127.1000.521340 CONTRACTUAL SERVICES 0.00 16,125.28 Total for (2) Operating Expenses Total expenses 1000 (Fund 127) PO-Police 127 LETF -Federal Fund 16,125.28 16,125.28 Fund Totals $16,125.28 Revenue/Expenses Balance: 127 LETF -Federal Fund Trial Balance - 0.00 $0.00 $0.00 Expenses 0.00 0.00 0.00 $0.00 Trial Balance - 16,125.28 16,125.28 16,125.28 $16,125.28 --V 16, 125•28 + 16,125•00 0•28 * 6/6/2023 Printed: 6/6/2023 Page: 2 RESOLUTION NO. ------- RESOLUTION OF THE MAYOR AND THE CITY COUNCIL OF THE CITY OF HIALEAH, FLORIDA, APPROVING AN AGREEMENT WITH THE COMMISSION ON ACCREDITATION OF LAW ENFORCEMENT AGENCIES (CALEA) FOR THE ACCREDITATION OF THE HIALEAH POLICE DEPARTMENT, WITH THE TERMS AND CONDITIONS SET FORTH IN "EXHIBIT 1, "AND APPROVING THE EXPENDITURE IN AN AMOUNT NOT TO EXCEED $16,125 FROM THE LAW ENFORCEMENT TRUST FUND-FEDERAL FOR THE PAYMENT OF THE INITIAL ACCREDITATION FEE TO CALEA, UPON SUCH COSTS HA VINO BEEN APPROVED BY THE CHIEF OF POLICE, AND PROVIDING FOR AN EFFECTIVE DATE. WHEREAS, the Commission on Accreditation of Law Enforcement Agencies (CALEA) is a credentialing authority whose primary mission is to accredit law enforcement agencies in the United States; and WHEREAS, the Hialeah Police Department seeks to gain national accreditation and establish a relationship with CALEA for compliance standards and support; and WHEREAS, the accreditation process requires an in-depth review of every aspect of the Hialeah Police Department including its policies, practices, management, and administration to increase the Department's effectiveness, efficiency, and promote excellence; and WHEREAS, the accreditation process assures the City of Hialeah and its constituents that every aspect of the Hialeah Police Department is in accord with professional standards and the Department fosters a culture of transparency and accountability; and WHEREAS, the City is required to make a payment in the amount not to exceed $16,125 for the payment of the initial accreditation fee to CALEA; and WHEREAS, funding for this project will be from account 127.1000.521.640 Law Enforcement Trust Fund-Federal; and WHEREAS, Section 932.7055, Fla. Stat. (2018), the Florida Contraband and Forfeiture Act, authorizes the expenditure of Law Enforcement Trust Funds-Federal for this purpose and the funds are available in the Law Enforcement Trust Fund-Federal account for the Police Department; and WHEREAS, the Chief of Police of the Hialeah Police Department has recommended adoption of this resolution and determined that the proposed expenditure complies with the Florida Contraband Forfeiture Act, and all applicable rules, regulations and guidelines governing the expenditure of Law Enforcement Trust Fund-Federal; and WHEREAS, the City finds the contract and expenditure is in the public interest; NOW, THEREFORE, BE IT RESOLVED BY THE MAYOR AND THE CITY COUNCIL OF THE CITY OF HIALEAH, FLORIDA, THAT: Resolution No. ------- Page No. 2 Section 1: The foregoing facts and recitations contained in the preamble to this resolution are hereby adopted and incorporated by reference as fully set forth herein. Section 2: An agreement with the Commission on Accreditation of Law Enforcement Agencies (CALEA) for the accreditation of the Hialeah Police Department is hereby authorized and approved in substantial conformity with the terms and conditions set forth in the Agreement and made part of this Resolution as "Exhibit 1." The City of Hialeah, Florida hereby approves the expenditure of an amount not exceeding $16,125 for the payment of the initial accreditation fee to CALEA from the Law Enforcement Trust Fund-Federal, upon such costs having been approved by the Chief of Police of the Hialeah Police Department having specifications and pursuant to the terms and conditions as set forth in "Exhibit l." The Mayor, and the City Clerk, as attesting witness, are hereby authorized to execute the Agreement on behalf of the City. Section 3: signed by the Mayor. This resolution shall become effective when passed by the City Council and PASSED AND ADOPTED this __ day of ________ , 2023. Monica Perez Council President Attest: Approved on this __ day of ______________ ,2023. Marbelys Fatjo, City Clerk Mayor Esteban Bovo, Jr. Esteban Bovo, Jr. Mayor Monica Perez Council President Jacqueline Garcia-Roves Council Vice President June 1, 2023 Honorable Mayor Esteban Bovo, Jr. And Council Members City of Hialeah Hialeah, Florida 33010 City of Hialeah Council Members Bryan Calvo Vivian Casals-Munoz Luis Rodriguez Jesus Tundidor Carl Zogby RE: Commission on Accreditation of Law Enforcement Agencies (CALEA) Initial Accreditation Fee Dear Mayor and Council Members: The Charter of Hialeah states that contracts in amounts greater than $25,000.00 shall be awarded on the basis of specifications and formal sealed bids. The Council may award a contract to the lowest responsible and responsive bidder, or it may reject all bids and re-advertise; or it may waive competitive bidding when it finds it to be the best interest of the City The Hialeah Police Department is requesting approval to issue a purchase order in an amount not to exceed $16,125.00 from the law enforcement trust fund (Federal) account for the payment of the initial accreditation fee to the Commission on Accreditation of Law Enforcement Agencies (CALEA). The Commission on Accreditation of Law Enforcement Agencies (CALEA) is a credentialing authority whose primary mission is to accredit law enforcement agencies in the United States. The Hialeah Police Department seeks to gain national accreditation and establish a relationship with CALEA for compliance standards and support. The accreditation process requires an in-depth review of every aspect of the Hialeah Police Department including its policies, practices, management, and administration to increase the Department's effectiveness, efficiency, and promote excellence. The accreditation process assures the City of Hialeah and its constituents that every aspect of the Hialeah Police Department is in accord with professional standards and the Department fosters a culture of transparency and accountability. The funding source for this expense will be the law enforcement trust fund (federal) account 127.1000.521340. CALEA is an active corporation and in good standing in the State of Virginia. CALEA is registered in SAM.GOV and in good standing. Respectfully, George Fuente Chief of Police APPROVED I DISAPPROVED: APPROVED I DISAPPROVED: APPROVED I DISAPPROVED: -------------------Luis Suarez, Purchasing Manager -------------------Ruth Rubi, Executive Director of Finance Management Esteban Bovo, Jr., Mayor 501 Palm Avenue, Hialeah, Florida· 33010-4719 www.hialeahfl.gov THE ACCREDITATION PROGRAM FOR IAW ENFORCEMENT ACCREDITATION AGREEMENT This Agreement is entered into between the Hialeah Police Department located at 5555 E 8 Ave, Hialeah, FL 33013, telephone number 305-687-2525, hereafter referred to as the "Agency," and the Commission on Accreditation for Law Enforcement Agencies, Inc., a Maryland Corporation, with principal offices at 13575 Heathcote Boulevard, Suite 160, Gainesville, Virginia 20155, telephone number (703) 352-4225, hereafter referred to as "CALEA." WITNESSETH The Agency and CALEA, for and in consideration of the mutual covenants set forth in this Agreement and the compensation to be paid to CALEA as hereafter specified, covenant and agree to be bound by the provisions, terms, and covenants contained herein, WHEREFORE, each party covenants and agrees as follows: 1. PURPOSE OF THIS AGREEMENT: 1.1 The purpose of this Agreement is to establish the relationships between, and set the responsibilities of, the parties of the Agreement (a) by CALEA's assessing the Agency's compliance with applicable standards established by CALEA in order for CALEA to determine if the Agency is eligible for designation as accredited, and (b) by the Agency's maintaining compliance with those standards by which they were accredited. 2. AGENCY'S RESPONSIBILITIES: The Agency agrees to: 2.1 Provide all information, documents, files, records, and other data as required by CALEA so far as the same may be provided in accordance with laws, regulations, and ordinances of the state, county, locality, or municipality in which the agency is located. 2.2 Fully and accurately respond to all communications from CALEA within ten (10) business days from the receipt thereof. 3, CALEA'S RESPONSIBILITIES: CALEA agrees to: 3.1 Provide necessary documentation, forms, and instructions regarding the accreditation process. 3.2 Provide CALEA-trained Assessors for the purpose of conducting an on-site assessment of the Agency's compliance with applicable standards. CALEA will not accept this agreement if it is not executed by June 30, 2023. November 2016 EXHIBIT I / 3.3 Promptly analyze compliance data and advise the Agency of the results of the on-site assessment and the need for additional information, if any. 3.4 Conduct a hearing and certify the Agency as accredited if the relevant standards are complied with. 3.5 If the Agency is accredited (a) provide a certificate, and (b) make available indicia of accreditation. 3.6 If the Agency is not accredited following an examination of compliance with applicable standards, provide the Agency with reasons for CALEA's decision. 4. TIME PERIOD COVERED BY THIS AGREEMENT: 4.1 This Agreement shall take effect when the Agency's Chief Executive Officer, or authorized representative, and the Executive Director of CALEA, acting on its behalf, signs the Agreement. This Agreement shall be effective upon signing by the second party, the "Effective Date." 4.2 The terms and covenants of this Agreement shall terminate in the following circumstances: (a) Upon expiration of the 36 month for accreditation following the effective date of this Agreement unless a successful on-site assessment is completed within that period of time or the non-payment of an annual contract extension fee for additional time; or (b)Upon written notice by the Agency that it withdraws from the accreditation process; or (c) Upon termination pursuant to Section 5.2 or 6.1 hereof; or (d)Upon expiration or revocation of the Agency's accredited status; or (e) Notwithstanding any other provisions herein, at the option of either the Agency or CALEA, upon at least sixty (60) days prior notice by such party to the other specifying the date of termination. 4.3 CALEA may, at its discretion, upon request by the Agency, extend this Agreement in accordance with the terms and provisions of the CALEA Process and Programs Guide. 5. MODIFICATION: 5 .1 There shall be no modifications of this Agreement except in writing, signed by both parties, and executed with the same formalities as this document. 5.2 The Agency recognizes and acknowledges that it will be necessary for CALEA to make reasonable modifications and amendments to this Agreement, fees and other related documents, including but not limited to the accreditation standards and procedures thereto and hereby agrees to endorse all modifications and amendments which the Agency deems reasonable. In the event the Agency deems such modifications or amendments unreasonable, CALEA reserves the right to terminate this Agreement after due consideration thereof by giving notice by registered or certified mail, return receipt requested, that in the event the Agency refuses to accept and execute such modifications or amendments, then and in such event, this Agreement will be terminated. Hialeah Police Department 6. TIME AND MANNER OF PAYMENT: 6.1 The Agency may elect several options for payment of the initial accreditation fee, which is not refundable. The initial accreditation fee includes access to CALEA PowerDMS Accreditation Tool software. The software log in credential will be provided after this Agreement is executed. All accreditation fees must be paid in full prior to requesting on-site assessment. CALEA reserves the right to terminate this Agreement if an installment payment is delinquent by more than sixty days. 6.1 (a) Accreditation Payment Option Our agency elects Single installment(s) accreditation payment option. The amount of $16125 is herein remitted to CALEA. Purchase Order, Invoice is herein remitted with Agreement. AND The Agency will be billed for CALEA's projected on-site assessment charge and payment will be required prior to the on-site assessment. 6.2 If the Agency is determined ineligible to apply for participation in the accreditation program, a full refund of all sums paid will be returned to the Agency. 6.3 One month after the initial accreditation award, the agency will be billed the Annual Continuation Fee. The Continuation Fee of $5000 is defined as the Service Charge and estimated On-site Assessment Charge for reaccreditation subject to change after each reaccreditation award with the limitations contained in this Section 6.3. The Continuation Fee will be billed to the Agency and paid in annual installments, due by the 1st, 13th, 25th, and 37th months following the initial award and each subsequent awards thereafter. Any adjustments to annual Continuation Fees will be made at the beginning of each reaccreditation award period. 6.4 CALEA reserves the right to terminate this Agreement if any payment required of Agency is delinquent by more than sixty (60) days. 7. CALEA AS AN INDEPENDENT CONTRACTOR: 7.1 In all matters pertaining to this Agreement, CALEA shall be acting as an independent contractor and neither CALEA nor any officer, employee, or agent of CALEA will be deemed an employee of the Agency. The selection and designation of the personnel of CALEA in performance of its responsibilities under this Agreement shall be made by CALEA. 7.2 In all matters pertaining to this Agreement and the relationship between the parties thereto, the Executive Director of CALEA will act in the name of CALEA. 8. AUTHORITY: 8.1 The person signing on behalf of the Agency hereby represents and warrants that he or she has the power and authority to execute this Agreement and to bind said Agency to all terms and covenants contained herein including, but not limited to, the provisions of this Section 8. Hialeah Police Department 9, INTEGRATION: 9.1 This instrument embodies the whole Agreement of the parties. The parties warrant that there are no promises, terms, conditions, or obligations other than those· contained herein. This Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties hereto. 10. SEVERABILilY: 10 .1 If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement and the application of such provisions to persons or circumstances other than those to which it is held invalid shall not be affected thereby. 11. WARRANlY NOT INTENDED OR IMPLIED: 11.1 It is understood that CALEA's award of accreditation does not constitute a warranty, express or implied, of total or continued compliance by the Agency with all applicable standards of accreditation and, further, that it is not a substitute for the Agency's ongoing and in-depth monitoring and evaluation of its activities and the quality of its services. 12. WAIVER: 12 .1 Any waiver by CALEA or any breach of this Agreement by the Agency shall relate only to that particular breach and shall not amount to a general waiver. 13. NOTICE: 13.1 Any notice between the parties shall be in writing and sent postage prepaid, to the addresses as specified in the preamble of this Agreement or to such other address as either party may specify in writing in accordance with this section. 14. HEADINGS: 14.1 The headings of this Agreement shall not be deemed part of it and shall not in any way affect its construction. 15. CONSENT TO BE BOUND: 15.1 Agency accepts CALEA's decisions as the final authority on all matters relating to CALEA's standards and accreditation program. Hialeah Police Department 16. APPROPRIATE COPYRIGHT USE OF COMMISSION MATERIALS: 16.1 CALEA Publications are protected by U.S. and International Copyright Laws. Copyright- protected materials may not be copied, reproduced, changed, altered, distributed, used in the creation of derivative works, stored in a retrieval system, or transmitted in any form, or by any means -electronic, mechanical, photocopying, recording or otherwise -without the express written permission of CALEA. 17. APPROPRIATE TRADEMARK USE OF COMMISSION MATERIALS: 17.1 CALEA's trademarks and trade dress may not be used in connection with any product or service that is not CALEA's in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits CALEA or that otherwise dilutes any of CALEA's trademarks. 18. POWERDMS DOCUMENT ACCREDITATION MANAGEMENT SOLUTION: 18.1 CALEA recognizes PowerDMS, Inc. ("PowerDMS") as exclusive provider for CALEA accreditation management software. 19. CONFIDENTIALITY: 19.1 CALEA shall receive and hold confidential any and all reports, files, records, and other data obtained from the Agency pursuant to this Agreement. CALEA shall not disclose, distribute, or release to any person or organization contents thereof, either provided by the Agency or developed by CALEA in the furtherance of its responsibilities under this Agreement. Exceptions to this confidentiality clause include valid court orders issued by any federal or state court directing the release of such information. Additionally, CALEA shall be authorized by the Agency to conduct an open meeting regarding the Agency's candidacy for accreditation, or, its continued compliance with applicable standards. This shall include but not be limited to all factual matters relating to the assessment of the agency for accreditation, and all comments which form a basis for the opinion either in favor of or against accreditation. Requests to waive the open meeting exclusion must be made by the Agency in writing and define the specific content or information held by CALEA that shall not be disclosed. Notwithstanding specific instructions of the Agency, any agent or employee of CALEA shall be authorized to receive information, either provided by the Agency or developed by the CALEA in furtherance of its responsibilities under the agreement. Hialeah Police Department IN WITNESS WHEREOF, CALEA has caused this Agreement to be executed by the Executive Directorof CALEA, acting on its behalf, on _______ ,20 __ _ Witness: By __________ _ By ________ _ By __________ _ (signature) George Fuente (typed name) Police Chief (title)* By ________ _ (signature) Esteban Bovo, Jr. (typed name) City of Hialeah Mayor (title)** IN WITNESS WHEREOF, CALEA has caused this Agreement to be executed by the Executive Director of CALEA, acting on its behalf, on ------~'20 __ _ Witness: By ___________ _ The Commission on Accreditation for Law Enforcement Agencies, Inc. By ________ _ Executive Director *Title of the Agency's Chief Executive Officer. **Title of the appropriate civil authority in the event such signature is required to effect this Agreement. If not required, please so note in this signature block. Adm 61-06/2020 Hialeah Police Department Addendum to Agreement Hialeah Police Department CALE.tf 'l111100LDBfAl61,\Bl)Jll'l'IIBL!ll l!Mn'I T LAW ENFORCEMENT ENROLLMENT FORM Agency Name: Hialeah Police Department Street Address: _5_55_5_E_8_A_v_e _________________________________ _ P.O. Box No: ______________ P.O. Box Zip/Postal Code _3_30_1_3 ______________ _ City: Hialeah State/Province: _F_L ________________ _ Zip/Postal Code: _3_30_1_3 ___________________________________ _ Agency Telephone: _30_5_-_6_87_-_2_52_5 ________________ Agency Fax: ______________ _ Special Shipping Instructions:------------------------------------ Total Authorized Full-time Employees:Sworn: _2_95 _______ Non-sworn _59 _______ Total _3_54 ______ _ Agency's Chief Executive Officer Name: Geor e Fuente Title: Police Chief Telephone: 305-953-5300 E-mail: gfuente@hialeahfl.gov Agency's Accreditation Contact Name: Manuel Colon Title: Sergeant/ Accreditation Manager Telephone: 305-984-8557 E-mail: mxcolon@hialeahfl.gov The committment our agency must make in working with GALEA toward accreditation is understood and accepted. Also, we are prepared to provide information promptly concerning our agency that GALEA requires in making its determination for awarding accreditation. It is also understood that our agency is entering into a nonadversarial working relationship with GALEA and that our agency can terminate its status at any time upon notice as indicated in the aforementioned Agreement, Section 4.2. Date: -----------By: Signature George Fuente Typed Name Police Chief Title September 2012 ADM51 (09/12) CALElf 'llillOOLDllTAllD,llll)JIIIPIIIILIC ILIJ'.lll'I'. PUBLICATIONS SUBSCRIPTION AND ACCESS AGREEMENT TERMS & CONDITIONS FOR SUBSCRIBERS TO THE ELECTRONIC PUBLICATIONS THIS SUBSCRIPTION AND ACCESS AGREEMENT ("Agreement") by and between CALEA®, Inc., a Maryland Corporation, located at 13575 Heathcote Boulevard, Suite, 160 Gainesville, Virginia 20155-6660 ("Licensor"); and Hialeah Police Department, located at 5555 E 8 Ave, Hialeah, FL 33013 "Licensee" intending to be legally bound, for CALEA to provide to Licensee, subject to this Agreement, access to CALEA's electronic publications for the purpose of CALEA Accreditation, research, general resource, or other approved purpose. I. Content of Licensed Materials; Grant of License The materials that are the subject of this Agreement shall consist of electronic infonnation published or otherwise made available by Licensor which includes the following: a. CALEA Standards for Law Enforcement Agencies; b. CALEA Standards for Public Safety Communications Agencies; c. CALEA Standards for Public Safety Training Academies; d. CALEA Standards for Campus Security Agencies; and e. CALEA Process and Programs Guide (hereinafter referred to as the "Licensed Materials"). Licensee and its Authorized Users acknowledge that the copyright and title to the Licensed Materials and any trademarks or service marks relating thereto remain with Licensor and/or its suppliers. Neither Licensee nor its Authorized Users shall have right, title or interest in the Licensed Materials except as expressly set forth in this Agreement. Licensor hereby grants to Licensee non- exclusive use of the Licensed Materials and the right to provide the Licensed Materials to Authorized Users in accordance with this Agreement. In the event Licensee elects to export data from any of the electronic publications, all of the terms contained within this agreement will apply, with the provision to include downloading of the data to a Licensee electronic file. Data exported will be used for public safety accreditation management or scholarly, educational use only and these data cannot be resold or used for other commercial purposes, posted on a subscription or free site, or forwarded beyond the initial export/download, without the written pennission from CALEA. Licensee acknowledges CALEA® copyright and agrees to cite CALEA when using data from the publication(s). ADM4/15 (6.2020) Hialeah Police Department II. Delivery/ Access of Licensed Materials to Licensee Licensor will provide the Licensed Materials to the Licensee through Networked Access or Local Access via an application developed and supported by PowerDMS, Inc. (PowerDMS). The Licensed Materials will be stored at one or more Licensor locations in digital form accessible by telecommunications links between such locations and authorized networks of Licensee. Any use of PowerDMS's application or other services shall be subject to the terms and conditions set forth in Addendum A. III. Fees a. SUBSCRIPTION FEES -The annual Subscription Fees are determined by CALEA customer type. Licensee shall select one of the following CALEA customer types: [81 CALEA Enrolled Agencies Organizations currently enrolled in one of the four CALEA Accreditation Programs (Law Enforcement, Public Safety Communications, Public Safety Training Academy and CALEA Campus Security Accreditation). Each CALEA Accreditation Program comes with automatic enrollment in the applicable PowerDMS/CALEA Assessment Tool(s). Subscription payments, including the fees applicable to the PowerDMS/CALEA Assessment Tool(s) in which the organization is enrolled, are included in accreditation payment installments. □ Non-Enrolled Agencies Organizations currently not enrolled in one of the four CALEA Accreditation Programs. The annual subscription fee is $900 (payments may be applied to accreditation fees after CALEA Enrollment on a prorated basis determined by CALEA). □ Non-Public Safety Academic Institutions Organizations that primarily serve for the purpose of providing education support and research. Libraries are an example of this customer type. The annual subscription fee is $200. □ Individuals Persons not associated with a CALEA Enrolled, Non-Enrolled or Non-Public Safety Academic Institution. Individuals are not eligible for site licenses. The annual subscription fee is $80. CALEA reserves the right to change a Licensee's customer type at any time during the duration of Agreement. b. BILLING -Licensee shall be billed annually, in advance, at rates set forth by CALEA on an invoice. Payment shall be due and payable upon receipt of the invoice. Accounts not paid in full within 30 days of the invoice date shall be considered delinquent and may result in a disruption of licensed materials access. NOTE: This disruption will impact the functionality of PowerDMS services for those entities subscribing to that service. Hialeah Police Department c. BILLING ENTITY -CALEA shall serve as the billing entity and, with exception of CALEA Enrolled Agencies, all invoices associated with this agreement are separate and apart from other services provided by CALEA, including but not limited to accreditation services, other software services, conference services, and other products. When applicable, fees associated with the PowerDMS/CALEA Assessment Tool(s) shall be reflected as a separate line item on the invoice for collection by CALEA and remittance to PowerDMS. IV. CALEA Commitment to Customer Service In order to support its customers and maintain contemporary publications, and to leverage technology, CALEA may periodically make changes to the content, design and delivery of its Publications and Services. This includes the updating of standards and the respective manuals. CALEA will make reasonable efforts to notify Licensee of changes when they are material through corporate website notices, but in any case Licensee continued use of the Subscription Services shall constitute Licensee assent to this Agreement as it is then in effect. If Licensor changes this Agreement, Licensor will make notification through electronic transmittal, and the changes will become immediately effective. Accordingly, Licensee should visit the Site periodically to review the then-current services. V. Authorized Use of Licensed Materials a. Authorized Users -Authorized Users are Persons Affiliated with Licensee directly or through a subscribing entity in which they are employed or directly affiliated for a specific purpose that supports the entity's mission. This may include full or part-time employees of the subscribing entity. A licensee may not share access to the publications with other entities or affiliates of other entities, or other individuals. This includes the sharing of access among public safety organizations. b. Authorized Uses. Licensee and Authorized Users may make all use of the Licensed Materials as is consistent with the Fair Use Provisions of United States and international law. Nothing in this Agreement is intended to limit in any way whatsoever Licensee's or any Authorized User's rights under the Fair Use provisions of United States or international law to use the Licensed Materials. The Licensed Materials may be used for purposes of CALEA Accreditation, research, education or other noncommercial use as follows: 1. Display -Licensee and Authorized Users shall have the right to electronically display the Licensed Materials as necessary to support the use intent of the materials. 2. Digitally Copy-Licensee and Authorized Users may download and digitally copy a reasonable portion of the Licensed Materials for the licensee's use and not for redistribution in any manner. 3. Print Copy-Licensee and Authorized Users may print a reasonable portion of the Licensed Materials for redistribution within the non-commercial environment, but not for redistribution outside of the licensed entity. 4. Databases -Authorized Users shall be permitted to extract or use information contained in the database for accreditation, educational, scientific, or research purposes, including extraction and manipulation of information for the purpose of illustration, explanation, example, comment, criticism, teaching, research, or analysis. Hialeah Police Department 5. Electronic Links -Licensee may provide electronic links to the Licensed Materials from Licensee's intranet (internal to the entity) page(s), and is encouraged to do so in ways that will increase the usefulness of the Licensed Materials to Authorized Users. Licensor staff will assist Licensee upon request in creating such links effectively. Licensee may make changes in the appearance of such links and/or in statements accompanying such links as reasonably requested by Licensor. 6. Caching -Licensee and Authorized Users may make such local digital copies of the Licensed Materials as are necessary to ensure efficient use by Authorized Users by appropriate browser or other software. 7. Scholarly Sharing -Authorized Users may transmit to a third party colleague in hard copy or electronically, minimal, insubstantial amounts of the Licensed Materials for personal use or scholarly, educational, or scientific research or professional use but in no case for re-sale. In addition, Authorized Users have the right to use, with appropriate credit, figures, tables and brief excerpts from the Licensed Materials in the Authorized User's own scientific, scholarly and educational works. VI. Access by and Authentication of Authorized Users Licensee and its Authorized Users shall be granted access to the Licensed Materials. This access will be established by CALEA or PowerDMS as necessary to ensure the seamless delivery of publication services to the licensee, under protocol established by CALEA or PowerDMS. The development of specific connection protocols shall be identified and authenticated by such means as may be developed during the term of this Agreement to meet the service delivery requirements of this agreement. VII. Specific Restrictions on Use of Licensed Materials a. Unauthorized Use -Except as specifically provided elsewhere in this agreement, Licensee shall not knowingly permit anyone other than Authorized Users to use the Licensed Materials. b. Modification of Licensed Materials -Licensee shall not modify or create a derivative work of the Licensed Materials without the prior written permission of Licensor. c. Removal of Copyright Notice -Licensee may not remove, obscure or modify any copyright or other notices included in the Licensed Materials. d. Commercial Purposes -Other than as specifically permitted in this Agreement, Licensee may not use the Licensed Materials for commercial purposes, including but not limited to the sale of the Licensed Materials or bulk reproduction or distribution of the Licensed Materials in any form. VIII. Licensor Performance Obligations a. Availability of Licensed Materials -Within 30 days, Licensor shall make the Licensed Materials available to Licensee and Authorized Users. b. Support -General access support will be provided by CALEA staff and technical support will be provided by PowerDMS where required. c. PowerDMS services -Licensees using PowerDMS services will receive all technical support from PowerDMS as defined within the PowerDMS licensing agreement. Hialeah Police Department IX. Licensee Performance Obligations a. Provision of Notice of License Terms to Authorized Users -Licensee shall make reasonable efforts to provide Authorized Users with appropriate notice of the terms and conditions under which access to the Licensed Materials is granted under this Agreement including, in particular, any limitations on access or use of the Licensed Materials as set forth in this Agreement. b. Protection from Unauthorized Use -Licensee shall use reasonable efforts to inform Authorized Users of the restrictions on use of the Licensed Materials. In the event of any unauthorized use of the Licensed Materials by an Authorized User, (1) Licensor may terminate such Authorized User's access to the Licensed Materials, (2) Licensor may terminate the access of the Internet Protocol ("IP") address(es) from which such unauthorized use occurred, and/or (3) Licensee may terminate such Authorized User's access to the Licensed Materials upon Licensor's request. Licensor shall take none of the steps described in this paragraph without first providing reasonable notice to Licensee (in no event less than sixty (60) days and cooperating with the Licensee to avoid recurrence of any unauthorized use. c. Maintaining Confidentiality of Access -Where access to the Licensed Materials is to be controlled by use of passwords, Licensee shall issue log-on identification numbers and passwords to each Authorized User and use reasonable efforts to ensure that Authorized Users do not divulge their numbers and passwords to any third party. Licensee shall also maintain the confidentiality of any institutional passwords provided by Licensor. X. Mutual Performance Obligations a. Confidentiality of User Data -Licensor and Licensee agree to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee and its Authorized Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party. b. Implementation of Developing Security Protocols -(b) Implementation of Developing Security Protocols -Licensee and Licensor shall cooperate in the implementation of security and control protocols and procedures as they are developed during the term of this Agreement. XI. Term This Agreement shall take effect when the authorized representative of Licensee and the Executive Director of CALEA signs the Agreement. This Agreement shall be effective upon signing by the second party and payment of appropriate subscription fees, the "Effective Date." The Term of this Agreement shall be one (1) year, commencing on the Effective Date. Sections of this Agreement specific to the authorized use and users will survive any expiration, cancellation or termination of this Agreement. Hialeah Police Department XII. Early Termination In the event that either party believes that the other materially has breached any obligations under this Agreement, or if Licensor believes that Licensee has exceeded the scope of the License, such party shall so notify the breaching party in writing. The breaching party shall have sixty (60) days from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within the sixty (60) days, the non-breaching party shall have the right to terminate the Agreement without further notice. Upon Termination of this Agreement for cause, access to the Licensed Materials by Licensee and Authorized Users shall be terminated. Authorized copies of Licensed Materials may be retained by Licensee or Authorized Users and used subject to the terms of this Agreement. In the event of early termination permitted by this Agreement, Licensee shall not be entitled to a refund of any fees or pro-rata portion thereof paid by Licensee for any remaining period of the Agreement from the date of termination. XIII. Warranties Subject to the Limitations set forth elsewhere in this Agreement: Licensor warrants that it has the right to license the rights granted under this Agreement to use Licensed Materials that it has obtained any and all necessary permissions from third parties to license the Licensed Materials, and that use of the Licensed Materials by Authorized Users in accordance with the terms of this Agreement shall not infringe the copyright of any third party. The Licensor shall indemnify and hold Licensee and Authorized Users harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any claim by any third party of an alleged infringement of copyright or any other property right arising out of the use of the Licensed Materials by the Licensee or any Authorized User in accordance with the terms of this Agreement. This indemnity shall survive the termination of this agreement. NO LIMITATION OF LIABILI1Y SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION. XIV. Limitations on Warranties Notwithstanding anything else in this Agreement: Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Licensed Materials. Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. Except for the express warranties stated herein, the Licensed Materials are provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor Hialeah Police Department makes no representation or warranty, and expressly disclaims any liability with respect to any services provided by PowerDMS. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party. XV. Indemnities Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement. XVI. Assignment and Transfer Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. XVII. Entire Agreement This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. XVIII. Amendment No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Licensor and Licensee. XIX. Severability If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. XX. Waiver of Contractual Right Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. XXI. Governing Law Laws will be governed by the state of Virginia regarding disputes arising from this agreement. Hialeah Police Department SIGNATURE PAGE ACCEPTED AND AGREED: Licensee Signature: __________________ _ Name: George Fuente Title: Police Chief Date: ------------------- CALEA® Signature: ___________________ _ Name: W. Craig Hartley, Jr. Title: Executive Director Date: ____________ _ CALEA has caused this Agreement to be executed on ________ ,_ 20 __ _ Adm Lie 04/2015 Hialeah Police Department ADDENDUM A PowerDMS/CALEA Assessment Tools Terms and Conditions Thank you for enrolling in our PowerDMS/CALEA Assessment tool (the "Service") utilizing our PowerDMS document management software application (collectively, "Software"), through our access-controlled website (the "Site"). These Terms and Conditions (the "Terms") govern your subscription for the Service (the "Subscription") and your use of the Service, the Software and the Site. These Terms also govern any use of the Service by any person who has been supplied a user identification and password for the Service by you, on your behalf or at your request (each a "User"), and you agree to be responsible for any use of the Service by any of your Users. By using the Service or permitting any User to use the Service, you agree to these Terms. If you do not agree to all of the Terms, you do not have the right to access or use, or permit any User to access or use, the Site, the Service or the Software. 1. Limited Right to Use Service During Subscription Period You are granted a nonexclusive, nonassignable, revocable right during the specified period of your Subscription (the "Subscription Period") to access the Site and use the Service and the Software and to permit those Users included in your Subscription to do so, subject to your payment of all fees applicable to your Subscription and these Terms. At the end of the Subscription Period, the use of the Service by you and your Users will terminate unless the Subscription Period is renewed. Use of the Service may be terminated by us in the event of the breach of these Terms by you or any User. 2. Our Rights in the Site, the Service, and the Software We retain all rights in the Site, the Service, and the Software. Except as expressly provided in these Terms, no license or other right is granted to Customer or any User in the Site, the Service or the Software. Our name, logo(s), and product name(s) associated with the Service are trademarks belonging to us or to third parties, and they may not be used without our prior written consent. 3. Restrictions You agree to comply, and cause your Users to comply, with all applicable laws in using the Service. You agree that neither you nor any of your Users will (i) modify, translate, or create derivative works of the Software; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Software's source code or any other technology used to provide the Service; (iii) sublicense, resell or distribute the Software in any manner or form; (iv) share Service login credentials with other parties, (v) "frame" or "mirror" the Service, or (vi) assign or transfer any rights with respect to the Site, the Service or the Software. Hialeah Police Department You will not submit, or permit any User to submit, to the Service any data, information or material ("Customer Data") that is illegal, misleading, defamatory, indecent or obscene, threatening, infringing of any third party rights, invasive of personal privacy, protected by the Health Insurance Portability Accountability Act (HIPAA), and/or restricted data, as that term is defined in Title 28, Part 20, Code of Federal Regulations, or otherwise deemed objectionable by us in our sole discretion. 4. Passwords and Access You are responsible for maintaining the security and confidentiality of, and are responsible for all activities undertaken, using the usernames and passwords assigned to your Users. You agree to notify us immediately if you become aware of any unauthorized access or use of the Service using any such username or password or otherwise. 5. Your Data As between you and us, all Customer Data submitted by you or your Users to the Service will remain the sole property of you or such Users. You hereby grant us a non-exclusive license to use, copy, store, transmit and display Customer Data to the extent reasonably necessary (i) to provide, maintain and improve the Service and (ii) to confirm compliance with the terms of this Agreement. You will have sole responsibility, and we assume no responsibility, for the Customer Data. During the Subscription Period, you may extract (in native format or common format of digital file) and/or purge Customer Data at any time directly through the Service. We shall have no obligation to retain any Customer Data or to make the Customer Data available other than through the self- service method provided through the Service during the Subscription Period. 6. Confidentiality "Confidential Information" means non-public information, technical data or know-how of a party and/or its affiliates, which is furnished to the other party in connection with the Service or these Terms and (i) would reasonably be considered to be of a confidential nature or (ii) is confirmed in writing at the time of disclosure to be confidential. Notwithstanding the foregoing, Confidential Information does not include information which is: (i) already in the possession of the receiving party and not subject to a confidentiality obligation to the providing party; (ii) independently developed by the receiving party; (iii) publicly disclosed through no fault of the receiving party; (iv) rightfully received by the receiving party from a third party that is not under any obligation to keep such information confidential; (v) approved for release by written agreement with the disclosing party; or (vi) disclosed pursuant to the requirements of law, regulation, or court order, provided that the receiving party will promptly inform the providing party of any such requirement and cooperate, at the sole expense of the providing party, with any attempt to procure a protective order or similar treatment. Hialeah Police Department Neither party (nor, in Customer's case, any User) will use the other party's Confidential Information except as reasonably required for the performance of the Service and these Terms. Each party agrees not to disclose (or, in Customer's case, permit its Users to disclose) the other party's Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such party's obligations hereunder. The confidentiality obligations set forth in this Section will survive for one (1) year after the termination or expiration of the Subscription Period. Each party will, upon the request of the disclosing party, destroy all Confidential Information and all copies thereof in the receiving party's possession or control. In case a party receives legal process that demands or requires disclosure of the disclosing party's Confidential Information, such party will give prompt notice to the disclosing party, if legally permissible, to enable the disclosing party to challenge such demand. The disclosing party shall promptly reimburse any expense or cost (including attorneys' fees) incurred in connection with the challenge to or compliance with such legal process. 7. Disclaimers and Limitations. THE SITE, SERVICE OR SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THERE ARE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE, SITE OR SOFTWARE. WE DO NOT WARRANT THAT USE OF THE SITE, SERVICE OR SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED. WE MAKE NO WARRANTY THAT THE SITE, SERVICE OR SOFTWARE COMPLY WITH THE LAWS OF ANY JURISDICTION OTHER THAN THE UNITED STATES. WE MAKE NO WARRANTY AS TO THIRD PARTY SERVICES OR CONTENT THAT MAY BE AVAILABLE OR ACCESSIBLE THROUGH THE SERVICE. IN NO EVENT WILL WE BE LIABLE FOR (I) ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OR CORRUPTION OF DATA, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY OUT OF THE SERVICE OR THESE TERMS, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, OR (II) ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID TO US BY YOU WITH RESPECT TO THE SUBSCRIPTION. 8. Indemnification You agree to release, indemnify and hold us, our officers, employees and supporting contractors harmless from any (a) claim or demand made by any third party due to or arising out of the use of the Service by you or your Users, your violation of these Terms, or the infringement by you, any User or any of the Customer Data of any right of any person or entity, together with any court costs and reasonable attorneys' fees incurred in connection with such claim or demand, or (b) damages, losses, costs, expenses, judgments or liability arising from the use of the Service by you or your Users in any jurisdiction other than the United States. Hialeah Police Department 9. Modifying or Suspending Services We reserve the right to make changes and updates to the functionality and/or documentati9n of the Service from time to time. We reserve the right to suspend the use of the Service by any User if we believe such User's use of the Service is disrupting the Service, causing harm to our computers, systems or infrastructure or violating any applicable law or the rights of any third party (or would be likely to do any of the foregoing if continued). The Service may also be suspended to the extent that the provision of the Service is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond our control. 10. Choice of Law; Jurisdiction These Terms will be interpreted in accordance with the laws of the State of Florida and applicable federal law, without any strict construction in favor of or against either party. Any action arising under or relating to these Terms shall lie within the exclusive jurisdiction of the State and Federal Courts located in Orange County, Florida. 11. Assignment; Third Parties You may not assign the Subscription without our prior written approval. There are no third-party beneficiaries to the Subscription or these Terms. 12. Entire Agreement; Waiver; Modification These Terms comprise the entire agreement between you and us, and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and us, regarding the subject matter contained herein. Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision. We reserve the right to modify these terms from time to time, and will tell you about any modification through the Service or by an email message to the email address you provide for the purpose of receiving notifications with respect to the Service. Modifications will take effect no earlier than ten (10) business days after notice is given. 13. Severability If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalid, illegal, or unenforceable provision will not affect any other provisions, and these Terms will be construed as if the invalid, illegal, or unenforceable provision is severed and deleted from these Terms. Hialeah Police Department Addendum B Hialeah Police Department 1118GOLD sro1..,1MBD IN PIIIIIJC 11,\}'ffl Agency Name: City of Hialeah designating the Hialeah Police Department Street Address: 5555 E 8 Ave P.O. Box No: _______________ P.O. Box Zip/Postal Code _3 _30_1_3 ______________ _ City: Hialeah State/Province: _F _L ________________ _ Zip/Postal Code: _33_0 _1 _3 ___________________________________ _ Agency Telephone: _30_5_-_6_87_-_2 _52_5 _______________ Agency Fax: ______________ _ Special Shipping Instructions:------------------------------------ Total Authorized Full-time Employees:Sworn: _29_5 _______ Non-sworn _59 _______ Total _35_4 ______ _ Agency's Chief Executive Officer Name: Geor e Fuente Title: Police Chief Telephone: 305-953-5300 Agency's Accreditation Contact Name: Manuel Colon Title: Sergeant / Accreditation Manager Telephone: 305-953-003 8 E-mail: gfuente@hialeahfl.gov E-mail: mxcolon@hialeahfl.gov The committment our agency must make in working with CALEA toward accreditation is understood and accepted. Also, we are prepared to provide information promptly concerning our agency that CALEA requires in making its determination for awarding accreditation. It is also understood that our agency is entering into a nonadversarial working relationship with CALEA and that our agency can terminate its status at any time upon notice as indicated in the aforementioned Agr ent, Sectio Date: By: --�- George Fuente Signature Typed Name Police Chief Title September 2012 ADM51 (09/12) THE ACCREDITATION PROGRAM FOR LAW ENFORCEMENT ACCREDITATION AGREEMENT This Agreement is entered into between the City of Hialeah designating the Hialeah Police Department located at 5555 E 8 Ave, Hialeah, FL 33013, telephone number 305-687-2525, hereafter referred to as the "Agency," and the Commission on Accreditation for Law Enforcement Agencies, Inc., a Maryland Corporation, with principal offices at 13575 Heathcote Boulevard, Suite 160, Gainesville, Virginia 20155, telephone number (703) 352-4225, hereafter referred to as "CALEA." WITNESS ETH The Agency and CALEA, for and in consideration of the mutual covenants set forth in this Agreement and the compensation to be paid to CALEA as hereafter specified, covenant and agree to be bound by the provisions, terms, and covenants contained herein, WHEREFORE, each party covenants and agrees as follows: 1.PURPOSE OF THIS AGREEMENT: 1.1 The purpose of this Agreement is to establish the relationships between, and set the responsibilities of, the parties of the Agreement (a) by CALEA's assessing the Agency's compliance with applicable standards established by CALEA in order for CALEA to determine if the Agency is eligible for designation as accredited, and (b) by the Agency's maintaining compliance with those standards by which they were accredited. 2.AGENCY'S RESPONSIBILITIES: The Agency agrees to: 2.1 Provide all information, documents, files, records, and other data as required by CALEA so far as the same may be provided in accordance with laws, regulations, and ordinances of the state, county, locality, or municipality in which the agency is located. 2.2 Fully and accurately respond to all communications from CALEA within ten (10) business days from the receipt thereof. 3.CALEA'S RESPONSIBILITIES: CALEA agrees to: 3.1 Provide necessary documentation, forms, and instructions regarding the accreditation process. 3.2 Provide CALEA-trained Assessors for the purpose of conducting an on-site assessment of the Agency's compliance with applicable standards. CALEA will not accept this agreement if it is not executed by June 30, 2023. November 2016 3.3 Promptly analyze compliance data and advise the Agency of the results of the on-site assessment and the need for additional information, if any. 3.4 Conduct a hearing and certify the Agency as accredited if the relevant standards are complied with. 3.5 If the Agency is accredited (a) provide a certificate, and (b) make available indicia of accreditation. 3.6 If the Agency is not accredited following an examination of compliance with applicable standards, provide the Agency with reasons for CALEA's decision. 4.TIME PERIOD COVERED BY THIS AGREEMENT: 4.1 This Agreement shall take effect when the Agency's Chief Executive Officer, or authorized representative, and the Executive Director of CALEA, acting on its behalf, signs the Agreement. This Agreement shall be effective upon signing by the second party, the "Effective Date." 4.2 The terms and covenants of this Agreement shall terminate in the following circumstances: (a) Upon expiration of the 36 month for accreditation following the effective date of this Agreement unless a successful on-site assessment is completed within that period of time or the non-payment of an annual contract extension fee for additional time; or (b)Upon written notice by the Agency that it withdraws from the accreditation process; or (c) Upon termination pursuant to Section 5.2 or 6.1 hereof; or (d) Upon expiration or revocation of the Agency's accredited status; or (e) Notwithstanding any other provisions herein, at the option of either the Agency or CALEA, upon at least sixty (60) days prior notice by such party to the other specifying the date of termination. 4.3 CALEA may, at its discretion, upon request by the Agency, extend this Agreement in accordance with the terms and provisions of the CALEA Process and Programs Guide. 5.MODIFICATION: 5 .1 There shall be no modifications of this Agreement except in writing, signed by both parties, and executed with the same formalities as this document. 5.2 The Agency recognizes and acknowledges that it will be necessary for CALEA to make reasonable modifications and amendments to this Agreement, fees and other related documents, including but not limited to the accreditation standards and procedures thereto and hereby agrees to endorse all modifications and amendments which the Agency deems reasonable. In the event the Agency deems such modifications or amendments unreasonable, CALEA reserves the right to terminate this Agreement after due consideration thereof by giving notice by registered or certified mail, return receipt requested, that in the event the Agency refuses to accept and execute such modifications or amendments, then and in such event, this Agreement will be terminated. City of Hialeah designating the Hialeah Police Department 6. TIME AND MANNER OF PAYMENT:6.1 The Agency may elect several options for payment of the initial accreditation fee, which is not refundable. The initial accreditation fee includes access to CALEA PowerDMS Accreditation Tool software. The software log in credential will be provided after this Agreement is executed. All accreditation fees must be paid in full prior to requesting on-site assessment. CALEA reserves the right to terminate this Agreement if an installment payment is delinquent by more than sixty days. 6.1 (a) Accreditation Payment Option Our agency elects Single installment(s) accreditation payment option. The amount of $16125 is herein remitted to CALEA. Purchase Order, Invoice is herein remitted with Agreement. AND The Agency will be billed for CALEA's projected on-site assessment charge and payment will be required prior to the on-site assessment. 6.2 If the Agency is determined ineligible to apply for participation in the accreditation program, a full refund of all sums paid will be returned to the Agency. 6.3 One month after the initial accreditation award, the agency will be billed the Annual Continuation Fee. The Continuation Fee of $5000 is defined as the Service Charge and estimated On-site Assessment Charge for reaccreditation subject to change after each reaccreditation award with the limitations contained in this Section 6.3. The Continuation Fee will be billed to the Agency and paid in annual installments, due by the 1st, 13th, 25th, and 37th months following the initial award and each subsequent awards thereafter. Any adjustments to annual Continuation Fees will be made at the beginning of each reaccreditation award period. 6.4 CALEA reserves the right to terminate this Agreement if any payment required of Agency is delinquent by more than sixty (60) days. 7.CALEA AS AN INDEPENDENT CONTRACTOR:7 .1 In all matters pertaining to this Agreement, CALEA shall be acting as an independent contractor and neither CALEA nor any officer, employee, or agent of CALEA will be deemed an employee of the Agency. The selection and designation of the personnel of CALEA in performance of its responsibilities under this Agreement shall be made by CALEA. 7.2 In all matters pertaining to this Agreement and the relationship between the parties thereto, the Executive Director of CALEA will act in the name of CALEA. 8.AUTHORITY:8.1 The person signing on behalf of the Agency hereby represents and warrants that he or she has the power and authority to execute this Agreement and to bind said Agency to all terms and covenants contained herein including, but not limited to, the provisions of this Section 8. City of Hialeah designating the Hialeah Police Department 9.INTEGRATION: 9 .1 This instrument embodies the whole Agreement of the parties. The parties warrant that there are no promises, terms, conditions, or obligations other than those contained herein. This Agreement shall supersede all previous communications, representations, or agreements, either verbal or written, between the parties hereto. 10.SEVERABILilY: 10.1 If any provision of this Agreement or the application of such provision to any person or circumstance shall be held invalid, the remainder of this Agreement and the application of such provisions to persons or circumstances other than those to which it is held invalid shall not be affected thereby. 11.WARRANlY NOT INTENDED OR IMPLIED: 11.1 It is understood that CALEA's award of accreditation does not constitute a warranty, express or implied, of total or continued compliance by the Agency with all applicable standards of accreditation and, further, that it is not a substitute for the Agency's ongoing and in-depth monitoring and evaluation of its activities and the quality of its services. 12.WAIVER: 12 .1 Any waiver by CALEA or any breach of this Agreement by the Agency shall relate only to that particular breach and shall not amount to a general waiver. 13.NOTICE: 13.1 Any notice between the parties shall be in writing and sent postage prepaid, to the addresses as specified in the preamble of this Agreement or to such other address as either party may specify in writing in accordance with this section. 14.HEADINGS: 14.1 The headings of this Agreement shall not be deemed part of it and shall not in any way affect its construction. 15.CONSENT TO BE BOUND: 15.1 Agency accepts CALEA's decisions as the final authority on all matters relating to CALEA's standards and accreditation program. City of Hialeah designating the Hialeah Police Department 16.APPROPRIATE COPYRIGHT USE OF COMMISSION MATERIALS: 16.1 CALEA Publications are protected by U.S. and International Copyright Laws. Copyright­ protected materials may not be copied, reproduced, changed, altered, distributed, used in the creation of derivative works, stored in a retrieval system, or transmitted in any form, or by any means -electronic, mechanical, photocopying, recording or otherwise -without the express written permission of CALEA. 17.APPROPRIATE TRADEMARK USE OF COMMISSION MATERIALS: 17 .1 CALEA's trademarks and trade dress may not be used in connection with any product or service that is not CALEA's in any manner that is likely to cause confusion among customers, or in any manner that disparages or discredits CALEA or that otherwise dilutes any of CALEA's trademarks. 18.POWERDMS DOCUMENT ACCREDITATION MANAGEMENT SOLUTION: 18.1 CALEA recognizes PowerDMS, Inc. ("PowerDMS") as exclusive provider for CALEA accreditation management software. 19.CONFIDENTIALITY: 19.1 CALEA shall receive and hold confidential any and all reports, files, records, and other data obtained from the Agency pursuant to this Agreement. CALEA shall not disclose, distribute, or release to any person or organization contents thereof, either provided by the Agency or developed by CALEA in the furtherance of its responsibilities under this Agreement. Exceptions to this confidentiality clause include valid court orders issued by any federal or state court directing the release of such information. Additionally, CALEA shall be authorized by the Agency to conduct an open meeting regarding the Agency's candidacy for accreditation, or, its continued compliance with applicable standards. This shall include but not be limited to all factual matters relating to the assessment of the agency for accreditation, and all comments which form a basis for the opinion either in favor of or against accreditation. Requests to waive the open meeting exclusion must be made by the Agency in writing and define the specific content or information held by CALEA that shall not be disclosed. Notwithstanding specific instructions of the Agency, any agent or employee of CALEA shall be authorized to receive information, either provided by the Agency or developed by the CALEA in furtherance of its responsibilities under the agreement. City of Hialeah designating the Hialeah Police Department IN WITNESS WHEREOF, CALEA has caused this Agreement to be executed by the Executive Directorof CALEA, acting on its behalf, on .::Ji;11e. I 9 ,20 � . Witness: By CEUUl--4 ALFooSO By __________ _ George Fuente (typed name) Police Chief e)* (signat Esteban Bovo, Jr. (typed name) City of Hialeah Mayor (title)** IN WITNESS WHEREOF, CALEA has caused this Agreement to be executed by the Executive Director of CALEA, acting on its behalf, on _______ ,20 __ _ Witness: By _________ _ The Commission on Accreditation for Law Enforcement Agencies, Inc. By __________ _ Executive Director *Title of the Agency's Chief Executive Officer. **Title of the appropriate civil authority in the event such signature is required to effect this Agreement. If not required, please so note in this signature block. Adm 61-06/2020 City of Hialeah designating the Hialeah Police Department June 26,23 CALEA 18B GOLO Sf o\.'-1),\DD Ill PIJlllJC S,\J'ffl T PUBLICATIONS SUBSCRIPTION AND ACCESS AGREEMENT TERMS & CONDITIONS FOR SUBSCRIBERS TO THE ELECTRONIC PUBLICATIONS THIS SUBSCRIPTION AND ACCESS AGREEMENT ("Agreement") by and between CALEA®, Inc., a Maryland Corporation, located at 13575 Heathcote Boulevard, Suite, 160 Gainesville, Virginia 20155-6660 ("Licensor"); and City of Hialeah designating the Hialeah Police Department, located at 5555 E 8 Ave, Hialeah, FL 33013 "Licensee" intending to be legally bound, for CALEA to provide to Licensee, subject to this Agreement, access to CALEA's electronic publications for the purpose of CALEA Accreditation, research, general resource, or other approved purpose. I.Content of Licensed Materials; Grant of License The materials that are the subject of this Agreement shall consist of electronic information published or otherwise made available by Licensor which includes the following: a.CALEA Standards for Law Enforcement Agencies; b.CALEA Standards for Public Safety Communications Agencies; c.CALEA Standards for Public Safety Training Academies; d.CALEA Standards for Campus Security Agencies; and e.CALEA Process and Programs Guide (hereinafter referred to as the "Licensed Materials"). Licensee and its Authorized Users acknowledge that the copyright and title to the Licensed Materials and any trademarks or service marks relating thereto remain with Licensor and/or its suppliers. Neither Licensee nor its Authorized Users shall have right, title or interest in the Licensed Materials except as expressly set forth in this Agreement. Licensor hereby grants to Licensee non­ exclusive use of the Licensed Materials and the right to provide the Licensed Materials to Authorized Users in accordance with this Agreement. In the event Licensee elects to export data from any of the electronic publications, all of the terms contained within this agreement will apply, with the provision to include downloading of the data to a Licensee electronic file. Data exported will be used for public safety accreditation management or scholarly, educational use only and these data cannot be resold or used for other commercial purposes, posted on a subscription or free site, or forwarded beyond the initial export/download, without the written permission from CALEA. Licensee acknowledges CALEA® copyright and agrees to cite CALEA when using data from the publication(s). ADM4/15 (6.2020) City of Hialeah designating the Hialeah Police Department II.Delivery/Access of Licensed Materials to Licensee Licensor will provide the Licensed Materials to the Licensee through Networked Access or Local Access via an application developed and supported by PowerDMS, Inc. (PowerDMS). The Licensed Materials will be stored at one or more Licensor locations in digital form accessible by telecommunications links between such locations and authorized networks of Licensee. Any use of PowerDMS's application or other services shall be subject to the terms and conditions set forth in Addendum A. III.Fees a.SUBSCRIPTION FEES -The annual Subscription Fees are determined by CALEA customer type. Licensee shall select one of the following CALEA customer types: � CALEA Enrolled Agencies Organizations currently enrolled in one of the four CALEA Accreditation Programs (Law Enforcement, Public Safety Communications, Public Safety Training Academy and CALEA Campus Security Accreditation). Each CALEA Accreditation Program comes with automatic enrollment in the applicable PowerDMS/CALEA Assessment Tool(s). Subscription payments, including the fees applicable to the PowerDMS/CALEA Assessment Tool(s) in which the organization is enrolled, are included in accreditation payment installments. □Non-Enrolled Agencies Organizations currently not enrolled in one of the four CALEA Accreditation Programs. The annual subscription fee is $900 (payments may be applied to accreditation fees after CALEA Enrollment on a prorated basis determined by CALEA). □Non-Public Safety Academic Institutions Organizations that primarily serve for the purpose of providing education support and research. Libraries are an example of this customer type. The annual subscription fee is $200. □Individuals Persons not associated with a CALEA Enrolled, Non-Enrolled or Non-Public Safety Academic Institution. Individuals are not eligible for site licenses. The annual subscription fee is $80. CALEA reserves the right to change a Licensee's customer type at any time during the duration of Agreement. b.BILLING -Licensee shall be billed annually, in advance, at rates set forth by CALEA on an invoice. Payment shall be due and payable upon receipt of the invoice. Accounts not paid in full within 30 days of the invoice date shall be considered delinquent and may result in a disruption of licensed materials access. NOTE: This disruption will impact the functionality of PowerDMS services for those entities subscribing to that service. City of Hialeah designating the Hialeah Police Department c.BILLING ENTITY -CALEA shall serve as the billing entity and, with exception of CALEA Enrolled Agencies, all invoices associated with this agreement are separate and apart from other services provided by CALEA, including but not limited to accreditation services, other software services, conference services, and other products. When applicable, fees associated with the PowerDMS/CALEA Assessment Tool(s) shall be reflected as a separate line item on the invoice for collection by CALEA and remittance to PowerDMS. IV.CALEA Commitment to Customer Service In order to support its customers and maintain contemporary publications, and to leverage technology, CALEA may periodically make changes to the content, design and delivery of its Publications and Services. This includes the updating of standards and the respective manuals. CALEA will make reasonable efforts to notify Licensee of changes when they are material through corporate website notices, but in any case Licensee continued use of the Subscription Services shall constitute Licensee assent to this Agreement as it is then in effect. If Licensor changes this Agreement, Licensor will make notification through electronic transmittal, and the changes will become immediately effective. Accordingly, Licensee should visit the Site periodically to review the then-current services. V.Authorized Use of Licensed Materials a.Authorized Users -Authorized Users are Persons Affiliated with Licensee directly or through a subscribing entity in which they are employed or directly affiliated for a specific purpose that supports the entity's mission. This may include full or part-time employees of the subscribing entity. A licensee may not share access to the publications with other entities or affiliates of other entities, or other individuals. This includes the sharing of access among public safety organizations. b.Authorized Uses. Licensee and Authorized Users may make all use of the Licensed Materials as is consistent with the Fair Use Provisions of United States and international law. Nothing in this Agreement is intended to limit in any way whatsoever Licensee's or any Authorized User's rights under the Fair Use provisions of United States or international law to use the Licensed Materials. The Licensed Materials may be used for purposes of CALEA Accreditation, research, education or other noncommercial use as follows: 1.Display -Licensee and Authorized Users shall have the right to electronically display the Licensed Materials as necessary to support the use intent of the materials. 2.Digitally Copy -Licensee and Authorized Users may download and digitally copy a reasonable portion of the Licensed Materials for the licensee's use and not for redistribution in any manner. 3.Print Copy -Licensee and Authorized Users may print a reasonable portion of the Licensed Materials for redistribution within the non-commercial environment, but not for redistribution outside of the licensed entity. 4.Databases -Authorized Users shall be permitted to extract or use information contained in the database for accreditation, educational, scientific, or research purposes, including extraction and manipulation of information for the purpose of illustration, explanation, example, comment, criticism, teaching, research, or analysis. City of Hialeah designating the Hialeah Police Department 5.Electronic Links -Licensee may provide electronic links to the Licensed Materials from Licensee's intranet (internal to the entity) page(s), and is encouraged to do so in ways that will increase the usefulness of the Licensed Materials to Authorized Users. Licensor staff will assist Licensee upon request in creating such links effectively. Licensee may make changes in the appearance of such links and/or in statements accompanying such links as reasonably requested by Licensor. 6.Caching -Licensee and Authorized Users may make such local digital copies of the Licensed Materials as are necessary to ensure efficient use by Authorized Users by appropriate browser or other software. 7.Scholarly Sharing -Authorized Users may transmit to a third party colleague in hard copy or electronically, minimal, insubstantial amounts of the Licensed Materials for personal use or scholarly, educational, or scientific research or professional use but in no case for re-sale. In addition, Authorized Users have the right to use, with appropriate credit, figures, tables and brief excerpts from the Licensed Materials in the Authorized User's own scientific, scholarly and educational works. VI.Access by and Authentication of Authorized Users Licensee and its Authorized Users shall be granted access to the Licensed Materials. This access will be established by CALEA or PowerDMS as necessary to ensure the seamless delivery of publication services to the licensee, under protocol established by CALEA or PowerDMS. The development of specific connection protocols shall be identified and authenticated by such means as may be developed during the term of this Agreement to meet the service delivery requirements of this agreement. VII.Specific Restrictions on Use of Licensed Materials a.Unauthorized Use -Except as specifically provided elsewhere in this agreement, Licensee shall not knowingly permit anyone other than Authorized Users to use the Licensed Materials. b.Modification of Licensed Materials -Licensee shall not modify or create a derivative work of the Licensed Materials without the prior written permission of Licensor. c.Removal of Copyright Notice -Licensee may not remove, obscure or modify any copyright or other notices included in the Licensed Materials. d.Commercial Purposes -Other than as specifically permitted in this Agreement, Licensee may not use the Licensed Materials for commercial purposes, including but not limited to the sale of the Licensed Materials or bulk reproduction or distribution of the Licensed Materials in any form. VIII.Licensor Performance Obligations a.Availability of Licensed Materials -Within 30 days, Licensor shall make the Licensed Materials available to Licensee and Authorized Users. b.Support -General access support will be provided by CALEA staff and technical support will be provided by PowerDMS where required. c.PowerDMS services -Licensees using PowerDMS services will receive all technical support from PowerDMS as defined within the PowerDMS licensing agreement. City of Hialeah designating the Hialeah Police Department IX.Licensee Performance Obligations a.Provision of Notice of License Terms to Authorized Users -Licensee shall make reasonable efforts to provide Authorized Users with appropriate notice of the terms and conditions under which access to the Licensed Materials is granted under this Agreement including, in particular, any limitations on access or use of the Licensed Materials as set forth in this Agreement. b.Protection from Unauthorized Use -Licensee shall use reasonable efforts to inform Authorized Users of the restrictions on use of the Licensed Materials. In the event of any unauthorized use of the Licensed Materials by an Authorized User, (1) Licensor may terminate such Authorized User's access to the Licensed Materials, (2) Licensor may terminate the access of the Internet Protocol ("IP") address(es) from which such unauthorized use occurred, and/or (3) Licensee may terminate such Authorized User's access to the Licensed Materials upon Licensor's request. Licensor shall take none of the steps described in this paragraph without first providing reasonable notice to Licensee (in no event less than sixty (60) days and cooperating with the Licensee to avoid recurrence of any unauthorized use. c.Maintaining Confidentiality of Access -Where access to the Licensed Materials is to be controlled by use of passwords, Licensee shall issue log-on identification numbers and passwords to each Authorized User and use reasonable efforts to ensure that Authorized Users do not divulge their numbers and passwords to any third party. Licensee shall also maintain the confidentiality of any institutional passwords provided by Licensor. X.Mutual Performance Obligations a.Confidentiality of User Data -Licensor and Licensee agree to maintain the confidentiality of any data relating to the usage of the Licensed Materials by Licensee and its Authorized Users. Such data may be used solely for purposes directly related to the Licensed Materials and may only be provided to third parties in aggregate form. Raw usage data, including but not limited to information relating to the identity of specific users and/or uses, shall not be provided to any third party. b.Implementation of Developing Security Protocols -(b) Implementation of Developing Security Protocols -Licensee and Licensor shall cooperate in the implementation of security and control protocols and procedures as they are developed during the term of this Agreement. XI.Term This Agreement shall take effect when the authorized representative of Licensee and the Executive Director of CALEA signs the Agreement. This Agreement shall be effective upon signing by the second party and payment of appropriate subscription fees, the "Effective Date." The Term of this Agreement shall be one (1) year, commencing on the Effective Date. Sections of this Agreement specific to the authorized use and users will survive any expiration, cancellation or termination of this Agreement. City of Hialeah designating the Hialeah Police Department XII.Early Termination In the event that either party believes that the other materially has breached any obligations under this Agreement, or if Licensor believes that Licensee has exceeded the scope of the License, such party shall so notify the breaching party in writing. The breaching party shall have sixty (60) days from the receipt of notice to cure the alleged breach and to notify the non-breaching party in writing that cure has been effected. If the breach is not cured within the sixty (60) days, the non-breaching party shall have the right to terminate the Agreement without further notice. Upon Termination of this Agreement for cause, access to the Licensed Materials by Licensee and Authorized Users shall be terminated. Authorized copies of Licensed Materials may be retained by Licensee or Authorized Users and used subject to the terms of this Agreement. In the event of early termination permitted by this Agreement, Licensee shall not be entitled to a refund of any fees or pro-rata portion thereof paid by Licensee for any remaining period of the Agreement from the date of termination. XIII.Warranties Subject to the Limitations set forth elsewhere in this Agreement: Licensor warrants that it has the right to license the rights granted under this Agreement to use Licensed Materials that it has obtained any and all necessary permissions from third parties to license the Licensed Materials, and that use of the Licensed Materials by Authorized Users in accordance with the terms of this Agreement shall not infringe the copyright of any third party. The Licensor shall indemnify and hold Licensee and Authorized Users harmless for any losses, claims, damages, awards, penalties, or injuries incurred, including reasonable attorney's fees, which arise from any claim by any third party of an alleged infringement of copyright or any other property right arising out of the use of the Licensed Materials by the Licensee or any Authorized User in accordance with the terms of this Agreement. This indemnity shall survive the termination of this agreement. NO LIMITATION OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICABLE TO THIS INDEMNIFICATION. XIV.Limitations on Warranties Notwithstanding anything else in this Agreement: Neither party shall be liable for any indirect, special, incidental, punitive or consequential damages, including but not limited to loss of data, business interruption, or loss of profits, arising out of the use of or the inability to use the Licensed Materials. Licensor makes no representation or warranty, and expressly disclaims any liability with respect to the content of any Licensed Materials, including but not limited to errors or omissions contained therein, libel, infringement of rights of publicity, privacy, trademark rights, moral rights, or the disclosure of confidential information. Except for the express warranties stated herein, the Licensed Materials are provided on an "as is" basis, and Licensor disclaims any and all other warranties, conditions, or representations (express, implied, oral or written), relating to the Licensed Materials or any part thereof, including, without limitation, any and all implied warranties of quality, performance, merchantability or fitness for a particular purpose. Licensor makes no warranties respecting any harm that may be caused by the transmission of a computer virus, worm, time bomb, logic bomb or other such computer program. Licensor City of Hialeah designating the Hialeah Police Department makes no representation or warranty, and expressly disclaims any liability with respect to any services provided by PowerDMS. Licensor further expressly disclaims any warranty or representation to Authorized Users, or to any third party. XV.Indemnities Each party shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. The indemnifying party shall have the sole right to defend such claims at its own expense. The other party shall provide, at the indemnifying party's expense, such assistance in investigating and defending such claims as the indemnifying party may reasonably request. This indemnity shall survive the termination of this Agreement. XVI.Assignment and Transfer Neither party may assign, directly or indirectly, all or part of its rights or obligations under this Agreement without the prior written consent of the other party, which consent shall not be unreasonably withheld or delayed. XVII.Entire Agreement This Agreement constitutes the entire agreement of the parties and supersedes all prior communications, understandings and agreements relating to the subject matter hereof, whether oral or written. XVIII.Amendment No modification or claimed waiver of any provision of this Agreement shall be valid except by written amendment signed by authorized representatives of Licensor and Licensee. XIX.Severability If any provision or provisions of this Agreement shall be held to be invalid, illegal, unenforceable or in conflict with the law of any jurisdiction, the validity, legality and enforceability of the remaining provisions shall not in any way be affected or impaired thereby. XX.Waiver of Contractual Right Waiver of any provision herein shall not be deemed a waiver of any other provision herein, nor shall waiver of any breach of this Agreement be construed as a continuing waiver of other breaches of the same or other provisions of this Agreement. XXI.Governing Law Laws will be governed by the state of Virginia regarding disputes arising from this agreement. City of Hialeah designating the Hialeah Police Department SIGNATURE PAGE ACCEPTED AND AGREED: Licensee Signature: � Name: George Fuente Title: Police Chief Date: __ G.___,t'--1_9...._/_�_3 _______ _CALEA®Signature: ___________________ _ Name: W. Craig Hartley, Jr. Title: Executive Director Date: ____________ _ CALEA has caused this Agreement to be executed on ,_ 20 ------------ Adm Lie 04/2015 City of Hialeah designating the Hialeah Police Department June 26, 2023 June 26 23 ADDENDUM A PowerDMS/CALEA Assessment Tools Terms and Conditions Thank you for enrolling in our PowerDMS/CALEA Assessment tool (the "Service") utilizing our PowerDMS document management software application (collectively, "Software"), through our access-controlled website (the "Site"). These Terms and Conditions (the "Terms") govern your subscription for the Service (the "Subscription") and your use of the Service, the Software and the Site. These Terms also govern any use of the Service by any person who has been supplied a user identification and password for the Service by you, on your behalf or at your request (each a "User"), and you agree to be responsible for any use of the Service by any of your Users. By using the Service or permitting any User to use the Service, you agree to these Terms. If you do not agree to all of the Terms, you do not have the right to access or use, or permit any User to access or use, the Site, the Service or the Software. 1.Limited Right to Use Service During Subscription Period You are granted a nonexclusive, nonassignable, revocable right during the specified period of your Subscription (the "Subscription Period") to access the Site and use the Service and the Software and to permit those Users included in your Subscription to do so, subject to your payment of all fees applicable to your Subscription and these Terms. At the end of the Subscription Period, the use of the Service by you and your Users will terminate unless the Subscription Period is renewed. Use of the Service may be terminated by us in the event of the breach of these Terms by you or any User. 2.Our Rights in the Site, the Service, and the Software We retain all rights in the Site, the Service, and the Software. Except as expressly provided in these Terms, no license or other right is granted to Customer or any User in the Site, the Service or the Software. Our name, logo(s), and product name(s) associated with the Service are trademarks belonging to us or to third parties, and they may not be used without our prior written consent. 3.Restrictions You agree to comply, and cause your Users to comply, with all applicable laws in using the Service. You agree that neither you nor any of your Users will (i) modify, translate, or create derivative works of the Software; (ii) reverse engineer, decompile, disassemble, or otherwise attempt to derive any of the Software's source code or any other technology used to provide the Service; (iii) sublicense, resell or distribute the Software in any manner or form; (iv) share Service login credentials with other parties, (v) "frame" or "mirror" the Service, or (vi) assign or transfer any rights with respect to the Site, the Service or the Software. City of Hialeah designating the Hialeah Police Department You will not submit, or permit any User to submit, to the Service any data, information or material ("Customer Data") that is illegal, misleading, defamatory, indecent or obscene, threatening, infringing of any third party rights, invasive of personal privacy, protected by the Health Insurance Portability Accountability Act (HIPM), and/or restricted data, as that term is defined in Title 28, Part 20, Code of Federal Regulations, or otherwise deemed objectionable by us in our sole discretion. 4.Passwords and Access You are responsible for maintaining the security and confidentiality of, and are responsible for all activities undertaken, using the usernames and passwords assigned to your Users. You agree to notify us immediately if you become aware of any unauthorized access or use of the Service using any such username or password or otherwise. 5.Your Data As between you and us, all Customer Data submitted by you or your Users to the Service will remain the sole property of you or such Users. You hereby grant us a non-exclusive license to use, copy, store, transmit and display Customer Data to the extent reasonably necessary (i) to provide, maintain and improve the Service and (ii) to confirm compliance with the terms of this Agreement. You will have sole responsibility, and we assume no responsibility, for the Customer Data. During the Subscription Period, you may extract (in native format or common format of digital file) and/or purge Customer Data at any time directly through the Service. We shall have no obligation to retain any Customer Data or to make the Customer Data available other than through the self­ service method provided through the Service during the Subscription Period. 6.Confidentiality "Confidential Information" means non-public information, technical data or know-how of a party and/or its affiliates, which is furnished to the other party in connection with the Service or these Terms and (i) would reasonably be considered to be of a confidential nature or (ii) is confirmed in writing at the time of disclosure to be confidential. Notwithstanding the foregoing, Confidential Information does not include information which is: (i) already in the possession of the receiving party and not subject to a confidentiality obligation to the providing party; (ii) independently developed by the receiving party; (iii) publicly disclosed through no fault of the receiving party; (iv) rightfully received by the receiving party from a third party that is not under any obligation to keep such information confidential; (v) approved for release by written agreement with the disclosing party; or (vi) disclosed pursuant to the requirements of law, regulation, or court order, provided that the receiving party will promptly inform the providing party of any such requirement and cooperate, at the sole expense of the providing party, with any attempt to procure a protective order or similar treatment. City of Hialeah designating the Hialeah Police Department Neither party (nor, in Customer's case, any User) will use the other party's Confidential Information except as reasonably required for the performance of the Service and these Terms. Each party agrees not to disclose (or, in Customer's case, permit its Users to disclose) the other party's Confidential Information to anyone other than its employees or subcontractors who are bound by confidentiality obligations and who need to know the same to perform such party's obligations hereunder. The confidentiality obligations set forth in this Section will survive for one (1) year after the termination or expiration of the Subscription Period. Each party will, upon the request of the disclosing party, destroy all Confidential Information and all copies thereof in the receiving party's possession or control. In case a party receives legal process that demands or requires disclosure of the disclosing party's Confidential Information, such party will give prompt notice to the disclosing party, if legally permissible, to enable the disclosing party to challenge such demand. The disclosing party shall promptly reimburse any expense or cost (including attorneys' fees) incurred in connection with the challenge to or compliance with such legal process. 7.Disclaimers and Limitations. THE SITE, SERVICE OR SOFTWARE ARE PROVIDED ON AN "AS IS" AND "AS AVAILABLE" BASIS. THERE ARE NO WARRANTIES OR REPRESENTATIONS, EXPRESS OR IMPLIED, INCLUDING WITHOUT LIMITATION, THOSE OF MERCHANTABILITY OR FITNESS FOR A PARTICULAR PURPOSE, WITH RESPECT TO THE SERVICE, SITE OR SOFTWARE. WE DO NOT WARRANT THAT USE OF THE SITE, SERVICE OR SOFTWARE WILL BE ERROR-FREE OR UNINTERRUPTED. WE MAKE NO WARRANTY THAT THE SITE, SERVICE OR SOFTWARE COMPLY WITH THE LAWS OF ANY JURISDICTION OTHER THAN THE UNITED STATES. WE MAKE NO WARRANTY AS TO THIRD PARTY SERVICES OR CONTENT THAT MAY BE AVAILABLE OR ACCESSIBLE THROUGH THE SERVICE. IN NO EVENT WILL WE BE LIABLE FOR (I) ANY DIRECT, SPECIAL, INDIRECT, CONSEQUENTIAL, OR INCIDENTAL DAMAGES, FOR ANY LOSS OF PROFITS, LOSS OF REVENUE, LOSS OF BUSINESS, LOSS OR CORRUPTION OF DATA, HOWEVER CAUSED AND ON ANY THEORY OF LIABILITY ARISING IN ANY WAY OUT OF THE SERVICE OR THESE TERMS, EVEN IF NOTIFIED OF THE POSSIBILITY OF SUCH DAMAGE, OR (II) ANY AMOUNTS IN EXCESS OF THE AMOUNTS PAID TO US BY YOU WITH RESPECT TO THE SUBSCRIPTION. 8.Indemnification You agree to release, indemnify and hold us, our officers, employees and supporting contractors harmless from any (a) claim or demand made by any third party due to or arising out of the use of the Service by you or your Users, your violation of these Terms, or the infringement by you, any User or any of the Customer Data of any right of any person or entity, together with any court costs and reasonable attorneys' fees incurred in connection with such claim or demand, or (b) damages, losses, costs, expenses, judgments or liability arising from the use of the Service by you or your Users in any jurisdiction other than the United States. City of Hialeah designating the Hialeah Police Department 9.Modifying or Suspending Services We reserve the right to make changes and updates to the functionality and/or documentation of the Service from time to time. We reserve the right to suspend the use of the Service by any User if we believe such User's use of the Service is disrupting the Service, causing harm to our computers, systems or infrastructure or violating any applicable law or the rights of any third party (or would be likely to do any of the foregoing if continued). The Service may also be suspended to the extent that the provision of the Service is prevented, hindered, delayed or otherwise made impracticable by reason of any flood, riot, fire, judicial or governmental action, labor disputes, act of God or any other causes beyond our control. 10.Choice of Law; Jurisdiction These Terms will be interpreted in accordance with the laws of the State of Florida and applicable federal law, without any strict construction in favor of or against either party. Any action arising under or relating to these Terms shall lie within the exclusive jurisdiction of the State and Federal Courts located in Orange County, Florida. 11.Assignment; Third Parties You may not assign the Subscription without our prior written approval. There are no third-party beneficiaries to the Subscription or these Terms. 12.Entire Agreement; Waiver; Modification These Terms comprise the entire agreement between you and us, and supersede all prior or contemporaneous negotiations, discussions or agreements, whether written or oral, between you and us, regarding the subject matter contained herein. Our failure to enforce any right or provision in these Terms will not constitute a waiver of such right or provision. We reserve the right to modify these terms from time to time, and will tell you about any modification through the Service or by an email message to the email address you provide for the purpose of receiving notifications with respect to the Service. Modifications will take effect no earlier than ten (10) business days after notice is given. 13.Severability If any provision of these Terms is held to be invalid, illegal, or unenforceable by a court of competent jurisdiction, the invalid, illegal, or unenforceable provision will not affect any other provisions, and these Terms will be construed as if the invalid, illegal, or unenforceable provision is severed and deleted from these Terms. City of Hialeah designating the Hialeah Police Department Addendum B Contract Terms and Conditions of the Publications Subscription and Access Agreement are amended as follows: Section XIII. Warranties. Last sentence in the section is amended to provide as follows: NO LIMITATIONS OF LIABILITY SET FORTH ELSEWHERE IN THIS AGREEMENT IS APPLICATION TO THIS INDEMIFICATION including limitations set forth in Section XIV. Section XIV. Limitations on Warranties is hereby amended in the first introductory sentence with the following language: NOTWITHSTANDING ANYTHING ELSE IN THIS AGREEMENT except for provisions set forth in Section XIII: Section XV. Indemnities. Section XV is hereby amended in the first sentence to delete Each Party and amend with the following language: CALEA shall indemnify and hold the other harmless for any losses, claims, damages, awards, penalties, or injuries incurred by any third party, including reasonable attorney's fees, which arise from any alleged breach of such indemnifying party's representations and warranties made under this Agreement, provided that the indemnifying party is promptly notified of any such claims. Section XXI. Governing Laws. Section XXI is hereby amended with the following provision: Laws will be governed by the state of Florida regarding disputes arising from this agreement. City of Hialeah designating the Hialeah Police Department