REPORT/RECOMMENDATION TO THE BOARD OF SUPERVISORS
OF SAN BERNARDINO COUNTY
AND RECORD OF ACTION
August 18, 2026
FROM
SHANNON D. DICUS, Sheriff/Coroner/Public Administrator
SUBJECT
Title
Non-Financial End-User License Agreement with Milestone Systems A/S for Milestone XProtect Expert Device Channel Licenses and Care Plus Software Maintenance
End
RECOMMENDATION(S)
Recommendation
Approve non-financial End-User License Agreement, including non-standard terms, with Milestone Systems A/S, for the Milestone Xprotect Expert Device Channel Licenses and Care Plus software maintenance, for a one-year period effective upon acceptance by San Bernardino County, with renewable one-year terms that begins on the date that an order for the services are received.
(Presenter: Carolina Mendoza, Chief Deputy Director, 387-0640)
Body
COUNTY AND CHIEF EXECUTIVE OFFICER GOALS & OBJECTIVES
Operate in a Fiscally-Responsible and Business-Like Manner.
Provide for the Safety, Health and Social Service Needs of County Residents.
FINANCIAL IMPACT
Approval of this item will not result in the use of Discretionary General Funding (Net County Cost). The Milestone Systems A/S (Milestone) End-user License Agreement (EULA) and Care Plus software maintenance is non-financial in nature. Any future purchases from Milestone will follow County Policy.
BACKGROUND INFORMATION
The Sheriff/Coroner/Public Administrator’s (Department) Aviation Unit is the lead aerial law enforcement agency for the County, which provides general law enforcement support, narcotics surveillance, airborne photography, search and rescue operations, wildland fire suppression, and emergency medical transport services. The Department’s patrol helicopters are equipped with the latest aviation technology that includes high-definition video downlink capability. Milestone is the industry-standard video management platform for centralized camera management, allowing for role-based permissions, auditing capabilities, and reliable access to video feeds for the Department’s video management system.
The Milestone EULA will allow the Department to renew 16 Milestone’s XProtect Expert Device Channel Licenses and Care Plus software maintenance, which provide access to a critical platform for law enforcement operations that supports a wide range of activities, including criminal investigations, situational awareness, evidence collection, real-time operational response, and video capture during the Department’s aviation missions.
Milestone’s EULA requires acceptance of the following non-standard terms:
1. Governing law is Copenhagen, Denmark.
• The County standard contract requires California governing law.
• Potential Impact: The EULA will be interpreted under Danish law. Any questions, issues, or claims arising under the EULA will require the County to hire outside counsel competent to advise on Danish law, which may result in fees that exceed the total EULA amount.
2. Venue for disputes arising under the EULA is Copenhagen, Denmark.
• County Policy 11-05 requires venue for disputes in Superior Court of California, County of San Bernardino, San Bernardino District.
• Potential Impact: Having a venue in Denmark may result in additional expenses that exceed the total EULA amount.
3. There is no provision in the EULA addressing each party’s responsibility for paying attorney’s fees.
• The County standard contract requires each party to bear its own costs and attorney’s fees, regardless of who is the prevailing party.
• Potential Impact: County Counsel cannot advise on whether and to what extent Denmark law may affect a party’s requirement to pay the prevailing party’s attorney’s fees and costs in a legal action where no specific provision is provided in the EULA.
4. The EULA does not address whether or not Milestone can assign the EULA.
• The County standard contract requires that the County must approve any assignment of the EULA.
• Potential Impact: Milestone could assign the EULA to a third party or business with which the County is legally prohibited from doing business due to issues of federal debarment or suspension and conflict of interest, without the County’s knowledge. Should this occur, the County could be out of compliance with the law until it becomes aware of the assignment and terminates the EULA. County Counsel cannot advise on whether and to what extent Denmark’s law may permit or restrict a party’s right to assign without an express provision in the EULA.
5. Absent any willful misconduct or gross negligence, Milestone’s maximum liability to the County is limited to the amount the Department paid for the product.
• The County standard contract does not include a limitation of liability.
• Potential Impact: Claims could exceed the liability cap and the EULA amount, leaving the County financially liable for the excess.
6. There is no termination for convenience and Milestone may terminate the EULA if the Department fails to comply with the EULA’s terms and conditions, or applicable export control requirements, without a right of the Department to claim damages, refunds, or compensation.
• County Policy 11-05 requires that the County have the right to terminate the EULA, for any reason, with a 30-day written notice of termination without any obligation, other than to pay amounts for services rendered and expenses reasonably incurred prior to the effective date of termination.
• Potential Impact: Upon any termination by Milestone, the County would not be able to claim damages, refunds, or compensation.
7. The EULA does not require Milestone to indemnify the County, as required by County Policies 11-05 and 11-07, including for intellectual property infringement claims.
• The County standard contract indemnity provision requires the contractor to indemnify, defend, and hold County harmless from third-party claims arising out of the acts, errors, or omissions of any person. The standard contract provision for intellectual property indemnity is the contractor will indemnify, defend, and hold harmless County and its officers, employees, agents, and volunteers, from any and all third party claims, costs (including without limitation reasonable attorneys’ fees), and losses for infringement of any United States patent, copyright, trademark or trade secret (Intellectual Property Rights) by any goods or services.
Potential Impact: Milestone is not required to defend, indemnify, or hold the County harmless from any claims, including indemnification for claims arising from Milestone’s negligent or intentional acts. If the County is sued for any claim, including most intellectual property infringement claims based on its use of Milestone’s software or services, the County may be solely liable for the costs of defense and damages, which could exceed the total EULA amount. County Counsel cannot advise on whether and to what extent Danish law may allow the County to require Milestone to defend or indemnify it absent an express provision in the Agreement.
8. The EULA does not require Milestone to meet the County’s insurance standards, as required pursuant to County Policies 11-05, 11-07, 11-07 SP.
• County policy requires contractors to carry appropriate insurance at limits and under conditions determined by the County’s Risk Management Department and as set forth in County policy and in the County standard contract.
• Potential Impact: The County has no assurance that Milestone will be financially responsible for claims that may arise under the EULA, which could result in expenses to the County that exceed the total EULA amount.
The Department has used Milestone’s platform since 2013 and recommends proceeding with Milestone’s EULA, including non-standard terms, to continue reliable access to the Department’s video feeds and maintain security control of the Department’s video management system. The Department attempted negotiations with Milestone, but Milestone would not negotiate any of its terms. The request for approval of the non-standard terms is being submitted to the Board at the earliest available meeting.
PROCUREMENT
Not applicable.
REVIEW BY OTHERS
This item has been reviewed by County Counsel (Grace B. Parsons, Deputy County Counsel, 387-5455) on July 15, 2026; Risk Management (Stephanie Pacheco, Staff Analyst, 396-9039) on July 22, 2026; and County Finance and Administration (Erika Rodarte, Administrative Analyst, 387-4919) on August 5, 2026.