HomeMy WebLinkAboutAgenda Report - May 18, 2016 C-08TM
AGENDA ITEM
CITY OF LODI
COUNCIL COMMUNICATION
C- 8
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Agreement with Vigilant
Solutions for LEARN Software, Purchase of Automated License Plate Readers and
Authorize Future Purchases ($22,490)
MEETING DATE: May 18, 2016
PREPARED BY: Chief of Police
RECOMMENDED ACTION
Adopt resolution authorizing City Manager to execute agreement
with Vigilant Solutions for LEARN Software, purchase automated
license plate readers and authorize future purchases ($22,490).
BACKGROUND INFORMATION: Pursuant to State Senate Bill 34, the Lodi Police Department
conducted a Public Hearing on April 20, 2016, as required,
regarding the future operation of an Automated license plate reader (ALPR) system. Also during the
April 20 Council Meeting, the Lodi City Council adopted the Lodi Police Department ALPR policy.
An ALPR is a computer-based system that utilizes special cameras to capture license plate information
and collect the images in a nationwide database. Through the use of the ALPR camera system, the
department will upload images to LEARN, a commercial database only accessible to law enforcement
agencies. The LEARN Commercial Data subscription provides real-time data to law enforcement
agencies that assist in locating vehicles.
ALPR camera systems are used by law enforcement nationwide. The camera's primary purpose is two-
fold: 1) as an investigative tool, and 2) as a real-time alert system that compares license plates as they
are read to the state/federal law enforcement database of stolen vehicles, vehicles involved in AMBER
alerts, and vehicles connected to reports of missing persons. Local law enforcement is notified if a
license plate read matches a database entry, allowing law enforcement agencies to locate and stop the
vehicle once the license plate has been visually verified.
The ALPR shall be restricted to legitimate law enforcement uses to further the goal of enhancing public
safety by providing information to national law enforcement agencies. This is enforced through the
adoption of the Lodi Police Department ALPR policy. The policy provides guidance for the capture,
storage and use of digital data obtained through the use of Automated license plate reader (ALPR)
technology and ensures that the collection, use, maintenance, sharing, and dissemination of ALPR
information is consistent with respect for individuals' privacy and civil liberties. This privacy policy is
available to the public in writing, and posted conspicuously on the department web site. There has been
some intent from private parties and the Public Works Department to fund single location cameras and
vehicle cameras. However, those discussions have not matured to a point that specific purchases can
be made.
APPROVED:
St-: en Sch-baueF, City Manager
Adopt Resolution Authorizing City Manager to Execute Agreement with Vigilant Solutions for LEARN
Software, Purchase Automated License Plate Readers and Authorize Future Purchases ($22,490)
May 4, 2016
Page Two
Staff asks that City Council approve the proposed expenditures for the purchase of equipment and
installation with Lehr Automotive and authorize the City Manager to execute the agreement with Vigilant
Solutions for the LEARN database subscription. Staff also requests that City Council approve purchasing
authority for future ALPR systems, with funding through Public Works Transit grants and community
donations on an as -made basis.
FISCAL IMPACT:
The department included the expenditure amount of $22,490 in the FY
15/16 General Fund budget allocation, with annual subscription in the
amount of $7500 to be included in future fiscal years' General Fund
allocation. Funding for future equipment purchases may be allocated
through Public Works Transit grants.
FUNDING AVAILABLE: Vigilant LEARN commercial database subscription and ALPR equipment
and installation: $22,490 (10032000.72306)
Prepared by Paula O'Keefe, Management Analyst
ooava�..
Jordan Ayers
Deputy City Manager/Internal Service Director
Tod Pattersdn
Chief of Police
01
Lehr Auto Electric
4707 Northgate Blvd.
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Sacramento, California 95834
(P) 916-267-5547
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Attention:
Lodi Police Department
Date
1/28/2016
Project Name:
ILP Three camera System
Quote Number:
STA -0441-01
PROJECT QUOTATION
We at Vigilant Solutions are pleased to quote the following systems for the above referenced project:
Qty
Model #
Description
(1)
VS-ILP-IM2RE
Intelligence Led Policing Package w/ 3 -Camera Mobile LPR Hardware (Reaper) - Up to 100
Sworn
Hardware Includes:
• 3 -Camera Mobile LPR system - Quantity = 1 LPR System (Reaper Cameras)
o Power over Ethernet (POE) LPR cameras w/ Integrated processors
o Lens configuration to be confirmed by customer at time of order
Software / Services Include:
• CarDetector Mobile LPR Software for MDC Unit
o Includes Mobile Hit Hunter Data Access Feature
• LEARN Software as a Service (SaaS) including:
o LEARN Data Analytic Tools
o Unlimited Commercial LPR data Access
o Hosting, data and system management of LPR data
o LEARN -Mobile Companion SmartPhone application (Android & iPhone)
• First year Standard Service Package for hosted LPR server access
• FaceSearch Hosted Facial Recognition
o Image gallery of up to 5,000 images
(1)
VSBSCSVC-01
Vigilant LPR Basic Service Package for Hosted/Managed LPR Deployments
• Managed/hosted server account services by Vigilant
o Includes access to all LEARN and CarDetector software updates
• Priced per camera per year for up to 14 total camera units registered
• Requires new/existing Enterprise Service Agreement (ESA)
(1)
VSPK1SVC-01
Vigilant LPR Standard Service Package for Hosted/Managed LPR Deployments
• Optional Service Package Benefits
o Extended access to Vigilant 'Private Data' via CarDetector Mobile Hit Hunter
o Unlimited access to Vigilant's Mobile Companion LPR application for Smartphones
• Priced per camera per year for up to 14 total camera units
• Requires Basic Service Package
(1)
SSUPLN-COM
Vigilant Start Up & Configuration of Hosted/Managed LEARN Server Account
• New client account setup via national LPR server
• Required for all hosted/managed LEARN client accounts
(1)
SSUPSYS-COM
Vigilant System Start Up & Commissioning of 'In Field' LPR system
• Vigilant technician to visit customer site
• Includes system start up, configuration and commissioning of LPR system
• Applies to mobile (1 System) and fixed (1 Camera) LPR systems
(1)
VSPTRNG
Vigilant End User Training for LPR Systems
• End user training for Vigilant products
o Covers all client purchased applications
o Includes classroom and field operation training
• Vigilant certified technician to visit site and perform one training class
(1)
VSPTRVL-01
Vigilant Certified Partner Travel via Client Site Visit
• Vigilant certified technician to visit client site
• Includes all travel costs for onsite support services
(1)
VS -LBB -02-E
LPR Camera Mounting Brackets - Light Bar Mounting Style - Complete Set
• LPR Camera Mounting Bracket - Rooftop under light bar
• Compatible with most Whelen,Code3,TOMAR,Federal Signal,Argent S2 Light Bars
• Mounts up to four (4) LPR cameras
(1)
Installation
Install ALPR 4 camera System on Patrol Car
• Installed at Lehr Location
• Certified Vigilant Install
(1)
Tax
Tax @ 8%
Quote Notes:
1. All prices are quoted in USD and will remain firm and in effect for 60 days.
2. Complete system to be delivered within 30 days of AOR (After Receipt of Order).
3. No permits, start-up, installation, and or service included in this proposal unless explicitly stated above.
4. Central compute resource hardware sold separately unless explicitly stated above.
5. All hardware components to have standard One (1) year hardware warranty.
6. All software to have standard one (1) year warranty for manufacturer defects.
7. Compatibility with Vigilant Solutions hardware/software to be confirmed prior to sale.
8. Software is manufactured under strict Vigilant Solutions standard.
9. Compliance to local codes neither guaranteed nor implied.
10.This Quote does not include anything outside the above stated bill of materials.
11.Lehr is a Sole Source provider for Vigilant Solutions in CA, HI and NV - see attached
Quoted by: Steve Adair - 916-267-5547 - steve@lehrauto.com
Total Price (including sales tax)
$22,482.40
Accepted By.
Date:
P.O#
Appealed as to 'corm
Dups&y City Miaow
\fVH3ILANT
Enterprise Service Agreement (ESA)
This Vigilant Solutions Enterprise Service Agreement (the "Agreement") is made and entered into as of
this Day of , 201a by and between Vigilant Solutions Inc., a Delaware corporation, having its
principal place of business at 2021 Las Positas Court Suite # 101, Livermore, CA 94551 ("Vigilant") and
City of Lodi
, a law enforcement agency (LEA) or other governmental agency, having
its principal place of business at 221 W. Pine St, Lodi, Ca. 95240 ( "Affilliate").
WHEREAS, Vigilant designs, develops, licenses and services advanced video analysis software technologies for
the law enforcement and security markets;
WHEREAS, Vigilant provides access to license plate data as a value added component of the Vigilant law
enforcement package of license plate recognition equipment and software;
WHEREAS, Affiliate will separately purchase License Plate Recognition (LPR) hardware components from
Vigilant and/or its authorized reseller for use with the Software Products (as defined below);
WHEREAS, Affiliate desires to license from and receive service for the Software Products provided by Vigilant;
THEREFORE, In consideration of the mutual covenants contained herein this Agreement, Affiliate and Vigilant
hereby agree as follows:
Definitions:
"CLK" or "Camera License Key" means an electronic key that will permit each license of Vigilant's CarDetector brand
LPR software or LineUp brand facial recognition software (one CLK per camera) to be used with other Vigilant LPR
hardware components and Software Products.
"Effective Date" means sixty (60) days subsequent to the date set forth in the first paragraph of this Agreement.
"Software Products" means Vigilant's Law Enforcement & Security suite of Software Products including CarDetector,
Law Enforcement Archival & Reporting Network (LEARN), Mobile Companion for Smartphones, Target Alert Service
(TAS) server/client alerting package, FaceSearch, LineUp and other software applications considered by Vigilant to be
applicable for the benefit of law enforcement and security practices.
"Enterprise License" means a non-exclusive, non -transferable license to install and operate the Software Products, on
any applicable media, without quantity or limitation. This Enterprise Service Agreement allows Affiliate to install the
Software Products on an unlimited number of devices, in accordance with the selected Service Package(s), and allow
benefits of all rights granted hereunder this Agreement.
"User License" means a non-exclusive, non -transferable license to install and operate the Software Products, on any
applicable media, limited to a single licensee.
"Service Package" means the Affiliate designated service option(s) which defines the extent of use of the Software
Products, in conjunction with any service and/or benefits therein granted as rights hereunder this Agreement.
Vigilant Solutions I::nterprisc 1.,iccnsc Agfccmcnt vcr. 2. 1 Page 1 of 12
Affiliate Initials
yVIG I L.ANT
"Service Fee" means the amount due from Affiliate prior to the renewal of this Agreement as consideration for the
continued use of the Software Products and Service Package benefits according to Section VIII of this Agreement.
"Service Period" has the meaning set forth in Section III (A) of this Agreement.
"Technical Support Agents" means Affiliate's staff person specified in the Contact Information Worksheet of this
Agreement responsible for administering the Software Products and acting as Affiliate's Software Products support
contact.
"LEA LPR Data" refers to LPR data collected by LEAs and available on LEARN for use by other LEAs. LEA LPR Data is
freely available to LEAs at no cost and is governed by the contributing LEA's retention policy.
"Private LPR Data" refers to LPR data collected by private commercial sources and available on LEARN with a paid
subscription.
II. Enterprise License Grant; Duplication and Distribution Rights:
Subject to the terms and conditions of this Agreement, Vigilant hereby grants Affiliate an Enterprise License to the
Software Products for the Term provided in Section III below. Except as expressly permitted by this Agreement, Affiliate
or any third party acting on behalf of Affiliate shall not copy, modify, distribute, loan, lease, resell, sublicense or
otherwise transfer any right in the Software Products. Except as expressly permitted by this Agreement, no other rights
are granted by implication, estoppels or otherwise. Affiliate shall not eliminate, bypass, or in any way alter the copyright
screen (also known as the "splash" screen) that may appear when Software Products are first started on any computer.
Any use or redistribution of Software Products in a manner not explicitly stated in this Agreement, or not agreed to in
writing by Vigilant, is strictly prohibited.
III. Term; Termination.
A. Term. The initial term of this Agreement is for one (1) year beginning on the Effective Date (the "Initial
Term"), unless earlier terminated as provided herein. Sixty (60) days prior to the expiration of the Initial Term and each
subsequent Service Period, Vigilant will provide Affiliate with an invoice for the Service Fee due for the subsequent
twelve (12) month period (each such period, a "Service Period"). This Agreement and the Enterprise License granted
under this Agreement will be extended for a Service Period upon Affiliate's payment of that Service Period's Service
Fee, which is due 30 days prior to the expiration of the Initial Term or the existing Service Period, as the case may be.
Pursuant to Section VIII below, Affiliate may also pay in advance for more than one Service Period.
B. Affiliate Termination. Affiliate may terminate this Agreement at any time by notifying Vigilant of the
termination in writing thirty (30) days prior to the termination date, and deleting all copies of the Software Products.
If Affiliate terminates this Agreement prior to the end of the Initial Term, Vigilant will not refund or prorate any license
fees, nor will it reduce or waive any license fees still owed to Vigilant by Affiliate. Upon termination of the Enterprise
License, Affiliate shall immediately cease any further use of Software Products. Affiliate may also terminate this
agreement by not paying an invoice for a subsequent year's Service Fee within sixty (60) days of invoice issue date.
C. Vigilant Termination. Vigilant has the right to terminate this Agreement by providing thirty (30) days
written notice to Affiliate. If Vigilant's termination notice is based on an alleged breach by Affiliate, then Affiliate shall
have thirty (30) days from the date of its receipt of Vigilant's notice of termination, which shall set forth in detail
Vigilant Solutions r:.nterprise License :Agreement .ei'. 2 1 Page 2 of 12
VS Initials Affiliate Initials
•. VII.L-.IL,AN 1
Affiliate's purported breach of this Agreement, to cure the alleged breach. If within thirty (30) days of written notice of
violation from Vigilant Affiliate has not reasonably cured the described breach of this Agreement, Affiliate shall
immediately discontinue all use of Software Products and certify to Vigilant that it has returned or destroyed all copies
of Software Products in its possession or control. If Vigilant terminates this Agreement prior to the end of a Service
Period for no reason, and not based on Affiliate's failure to cure the breach of a material term or condition of this
Agreement, Vigilant shall refund to Affiliate an amount calculated by multiplying the total amount of Service Fees paid
by Affiliate for the then -current Service Period by the percentage resulting from dividing the number of days remaining
in the then -current Service Period, by 365.
IV. Warranty and Disclaimer; Infringement Protection; Use of Software Products Interface.
A. Warranty and Disclaimer. Vigilant warrants that the Software Products will be free from all Significant
Defects (as defined below) during the lesser of the term of this Agreement (the "Warranty Period") or one year.
"Significant Defect" means a defect in a Software Product that impedes the primary function of the Software Product.
This warranty does not include products not manufactured by Vigilant. Vigilant will repair or replace any Software
Product with a Significant Defect during the Warranty Period; provided, however, if Vigilant cannot substantially correct
a Significant Defect in a commercially reasonable manner, Affiliate may terminate this Agreement and Vigilant shall
refund to Affiliate an amount calculated by multiplying the total amount of Service Fees paid by Affiliate for the then -
current Service Period by the percentage resulting from dividing the number of days remaining in the then -current
Service Period, by 365. The foregoing remedies are Affiliate's exclusive remedy for defects in the Software Product.
Vigilant shall not be responsible for labor charges for removal or reinstallation of defective software, charges for
transportation, shipping or handling loss, unless such charges are due to Vigilant's gross negligence or intentional
misconduct. Vigilant disclaims all warranties, expressed or implied, including but not limited to implied warranties of
merchantability and fitness for a particular purpose. In no event shall Vigilant be liable for any damages whatsoever
arising out of the use of, or inability to use, the Software Products.
B. Infringement Protection. If an infringement claim is made against Affiliate by a third -party in a court
of competent jurisdiction regarding Affiliate's use of any of the Software Products, Vigilant shall indemnify Affiliate,
and assume all legal responsibility and costs to contest any such claim. If Affiliate's use of any portion of the Software
Products or documentation provided to Affiliate by Vigilant in connection with the Software Products is enjoined by a
court of competent jurisdiction, Vigilant shall do one of the following at its option and expense within sixty (60) days
of such enjoinment: (1) Procure for Affiliate the right to use such infringing portion; (2) replace such infringing portion
with a non -infringing portion providing equivalent functionality; or (3) modify the infringing portion so as to eliminate
the infringement while providing equivalent functionality.
C. Use of Software Products Interface. Under certain circumstances, it may be dangerous to operate a
moving vehicle while attempting to operate a touch screen or laptop screen and any of their applications. It is agreed
by Affiliate that Affiliate's users will be instructed to only utilize the interface to the Software Products at times when
it is safe to do so. Vigilant is not liable for any accident caused by a result of distraction such as from viewing the screen
while operating a moving vehicle.
V. Software Support, Warranty and Maintenance.
Affiliate will receive technical support by submitting a support ticket to Vigilant's company support website or by
sending an email to Vigilant's support team. Updates, patches and bug fixes of the Software Products will be made
available to Affiliate at no additional charge, although charges may be assessed if the Software Product is requested to
be delivered on physical media. Vigilant will provide Software Products support to Affiliate's Technical Support Agents
through e-mail, fax and telephone.
VI. Camera License Keys (CLKs).
Affiliate is entitled to use of the Software Products during the term of this Agreement to set up and install the Software
Products on an unlimited number of media centers within Affiliate's agency in accordance with selected Service
Options. As Affiliate installs additional units of the Software Products and connects them to LPR cameras, Affiliate is
required to obtain a Camera License Key (CLK) for each camera installed and considered in active service. A CLK can be
obtained by Affiliate by going to Vigilant's company support website and completing the online request form to Vigilant
technical support staff. Within two (2) business days of Affiliate's application for a CLK, Affiliate's Technical Support
Agent will receive the requested CLK that is set to expire on the last day of the Initial Term or the then -current Service
Period, as the case may be.
VII. Ownership of Software.
A. Ownership of Software Products. The Software Products are copyrighted by Vigilant Solutions and remain the
property of Vigilant Solutions. The license granted under this Agreement is not a sale of the Software Products or any
copy. Affiliate owns the physical media on which the Software Products are installed, but Vigilant Solutions retains title
and ownership of the Software Products and all other materials included as part of the Software Products.
B. Rights in Software Products. Vigilant Solutions represents and warrants that: (1) it has title to the Software
and the authority to grant license to use the Software Products; (2) it has the corporate power and authority and the
legal right to grant the licenses contemplated by this Agreement; and (3) it has not and will not enter into agreements
and will not take or fail to take action that causes its legal right or ability to grant such licenses to be restricted.
VIII. Data Sharing.
If Affiliate is a generator as well as a consumer of LPR Data, Affiliate at its option may share its LEA LPR Data with
similarly situated LEAs who contract with Vigilant to access LEARN (for example, LEAs who share LEA LPR Data with
other LEAs). Vigilant will not share any LEA LPR Data generated by the Affiliate without the permission of the Affiliate.
IX. Ownership of LPR Data.
Vigilant retains all title and rights to Private LPR Data. Affiliate retains all rights to LEA LPR Data generated by the
Affiliate. Should Affiliate terminate agreement with Vigilant, a copy of all LEA LPR Data generated by the Affiliate will
be created and provided to the Affiliate. After the copy is created, all LEA LPR Data generated by the Affiliate will be
deleted from LEARN at the written request of an authorized representative of the Affiliate.
VS initials Affiliate Initials
X. Service Package, Fees and Payment Provisions.
A. Service Package. This Enterprise License Agreement is based on one (1) of the three (3) following Service
Package Options. Please select one (1):
Please 'Check'
One (1) Option Service Package - Basic LPR Service Package:
• Vigilant Managed/Hosted LPR server LEARN Account
• Access to all Vigilant Software including all upgrades and updates
• Unlimited user licensing for the following applications:
o LEARN, CarDetector and TAS
Service Package - Option # 1— Standard LPR Service Package:
• All Basic Service Package benefits
• Unlimited use of CarDetector— Mobile Hit Hunter (CDMS-MHH)
• Unlimited use of Vigilant's LPR Mobile Companion smartphone application
Service Package - Option #t 2 —'Intelligence Led Policing (ILP)' Service Package:
• All Service Package Option # 1 benefits
• Mobile or Fixed LPR hardware up to level of Tier (choice of either fixed or mobile packages, details
in Exhibit A)
Reaper Cameras
❑ Raptor 3 Cameras
• Use of Vigilant Facial Recognition technologies up to level of Tier (details in
Exhibit A)
o FaceSearch Account
o FaceSearch Mobile Companion
o Templates up to limit for FaceSearch Account (details in Exhibit A)
• Tiered based on size of department (Tier 1 up to 100 sworn officers, Tier 2 up to 200 sworn officers,
Tier 3 up to 700 sworn officers, Tier 4 up to 2,000 sworn officers as well as Fusion Centers)
• States, Federal Agencies and Departments with greater than 2,000 sworn fall under a, "Custom"
Tier which will be defined in the Annual Service Fee Schedule if applicable.
■
B. Service Fee. Payment of each Service Fee entitles Affiliate to all rights granted under this Agreement,
including without limitation, use of the Software Products for the relevant Service Period, replacement of CLKs, and
access to the updates and releases of the Software Products and associated equipment driver software to allow the
Software Products to remain current and enable the best possible performance. The annual Service Fee due for a
particular Service Period is based on the number of current Vigilant issued CLK's at the time of Service Fee invoicing,
and which will be used by Affiliate in the upcoming Service Period. A schedule of annual Service Fees is shown below:
Vigilant Solutions Enterprise Licerae Agreement vier, 2.1 Parc 5 of 12
VS initials Affiliate Initials
\IN/APII.,ANTu � sr, s.n
Annual Service Fee Schedule (multiplied by number of CLK's Issued)
Total # of CLK's under this ESA
0-14 CLK's
15-30 CLK's
31-60 CLK's
Over 60
$250.00
'
Basic Service
$500.00
$425.00
$375.00
Standard (Option # 1)
$725.00
$615.00
$540.00
$365.00
'
ILP Subscriber CLK Renewal Fees
$500.00
$425.00
$375.00
$250.00
Annual Service Fee Schedule
for Intelligence -Led Policing (ILP) Service Package
Tier
Reaper
Raptor 3
'
ILP Tier 1 (Option # 2)
$10,630
$12,500
ILP Tier 2 (Option # 3)
$27,260
$29,500
r
ILP Tier 3 (Option # 2)
` $62,390
$69,500
1
ILP Tier 4 (Option #2)
$120,650
$129,500LI
Annual Service Fee Schedule for Image Enrollment
'
# of Images
Up to 250,000
250,001 to 500,000
500,001 to 1 Million
Over 1 Million
Per Image Fee
$0.30 —1
$0.25
$0.18
$0.15
Payment of the Service Fee is due thirty (30) days prior to the renewal of the then -current Service Period. All Service
Fees are exclusive of any sales, use, value-added or other federal, state or local taxes (excluding taxes based on
Vigilant's net income) and Affiliate agrees to pay any such tax. Service Fees may increase by no higher than 4% per
year for years after the first year of this agreement. For ILP (Option # 2) Tier packages, the Tier amount is due for
subsequent periods and Basic Service CLK fees are due for all cameras from previous periods (this is in addition to the
Annual Subscription Fee).
C. Advanced Service Fee Payments. Vigilant Solutions will accept advanced Service Fee payments on a
case by case basis for Affiliates who wish to lock in the Service Fee rates for subsequent periods at the rates currently
in effect, as listed in the table above. If Affiliate makes advanced Service Fee payments to Vigilant Solutions, advanced
payments to Vigilant Solutions will be applied in full to each subsequent Service Period's Service Fees until the balance
of the credits is reduced to a zero balance. System based advanced credits shall be applied to subsequent Service Fees
in the amount that entitles Affiliate continued operation of the designated camera unit systems for the following
Service Period until the credits are reduced to a zero balance.
D. Price Adjustment. Vigilant has the right to increase or decrease the annual Service Fee from one Service
Period to another; provided, however, that in no event will a Service Fee be increased by more than the greater of (i)
4% of the prior Service Period's Service Fees, (ii) the published rate of inflation in the United States for the prior year
then ended, or (iii) prices identified in the original proposal. If Vigilant intends to adjust the Service Fee for a subsequent
Service Period, it must give Affiliate notice of the proposed increase on or before the date that Vigilant invoices Affiliate
for the upcoming Service Period.
Vigilant Solutions [:nterprise license Agreement vcr. 2.1 Page 6 o1' 12
XI. Miscellaneous.
A. Limitation of Liability. IN NO EVENT SHALL VIGILANT SOLUTIONS BE LIABLE FOR ANY INDIRECT,
INCIDENTAL, SPECIAL, CONSEQUENTIAL DAMAGES INCLUDING DAMAGES FOR LOSS OF USE, DATA OR PROFIT, ARISING
OUT OF OR CONNECTED WITH THE USE OF THE SOFTWARE PRODUCTS, WHETHER BASED ON CONTRACT, TORT,
NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VIGILANT SOLUTIONS HAS BEEN ADVISED OF THE POSSIBILITY
OF DAMAGES. IN NO EVENT WILL VIGILANT SOLUTIONS'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT
EXCEED THE FEES PAID BY AFFILIATE TO VIGILANT SOLUTIONS FOR THE SOFTWARE PRODUCTS LICENSED UNDER THIS
AGREEMENT.
B. Confidentiaty. Affiliate acknowledges that Software Products contain valuable and proprietary
information of Vigilant Solutions and Affiliate will not disassemble, decompile or reverse engineer any Software
Products to gain access to confidential information of Vigilant Solutions.
C. Assignment. Neither Vigilant Solutions nor Affiliate is permitted to assign this Agreement without the
prior written consent of the other party. Any attempted assignment without written consent is void.
D. Amendment; Choice of Law. No amendment or modification of this Agreement shall be effective
unless in writing and signed by authorized representatives of the parties. This Agreement shall be governed by the laws
of the state of California without regard to its conflicts of law.
E. Complete Agreement. This Agreement constitutes the final and complete agreement between the
parties with respect to the subject matter hereof, and supersedes any prior or contemporaneous agreements, written
or oral, with respect to such subject matter.
F. Relationship. The relationship created hereby is that of contractor and customer and of licensor and
Affiliate. Nothing herein shall be construed to create a partnership, joint venture, or agency relationship between the
parties hereto. Neither party shall have any authority to enter into agreements of any kind on behalf of the other and
shall have no power or authority to bind or obligate the other in any manner to any third party. The employees or
agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose
whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or on
behalf of any third party.
G. No Rights in Third Parties. This agreement is entered into for the sole benefit of Vigilant Solutions and
Affiliate and their permitted successors, executors, representatives, administrators and assigns. Nothing in this
Agreement shall be construed as giving any benefits, rights, remedies or claims to any other person, firm, corporation
or other entity, including, without limitation, the general public or any member thereof, or to authorize anyone not a
party to this Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or equity
in connection with this Agreement.
H. Construction. The headings used in this Agreement are for convenience and ease of reference only,
and do not define, limit, augment, or describe the scope, content or intent of this Agreement. Any term referencing
time, days or period for performance shall be deemed calendar days and not business days, unless otherwise expressly
provided herein.
VIGILANT
Severability. If any provision of this Agreement shall for any reason be held to be invalid, illegal,
unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this
Agreement, such provision shall be construed so as to make it enforceable to the greatest extent permitted, such
provision shall remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall
remain in full force and effect.
J. Federal Government. Any use, copy or disclosure of Software Products by the U.S. Government is
subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a) and 227.7202-3(a) (1995),
DFARS 252.227-7013(c)(1)(ii) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227 (ALT 111), as applicable.
K. Right to Audit. Affiliate, upon thirty (30) days advanced written request to Vigilant Solutions, shall have
the right to investigate, examine, and audit any and all necessary non-financial books, papers, documents, records and
personnel that pertain to this Agreement and any other Sub Agreements.
L. Notices; Authorized Representatives: Technical Support Agents. All notices, requests, demands, or
other communications required or permitted to be given hereunder must be in writing and must be addressed to the
parties at their respective addresses set forth below and shall be deemed to have been duly given when (a) delivered
in person; (b) sent by facsimile transmission indicating receipt at the facsimile number where sent; (c) one (1) business
day after being deposited with a reputable overnight air courier service; or (d) three (3) business days after being
deposited with the United States Postal Service, for delivery by certified or registered mail, postage pre -paid and return
receipt requested. All notices and communications regarding default or termination of this Agreement shall be
delivered by hand or sent by certified mail, postage pre -paid and return receipt requested. Either party may from time
to time change the notice address set forth below by delivering 30 days advance notice to the other party in accordance
with this section setting forth the new address and the date on which it will become effective.
Vigilant Solutions, Inc.
Attn: Sales Administration
2021 Las Positas Court - Suite # 101
Livermore, CA 94551
Affiliate:
Att n :
Address:
Lodi Police Department
Paula O'Keefe
215 W. Elm Street
Lodi, Ca. 95240
M. Authorized Representatives; Technical Support Agents. Affiliate's Authorized Representatives and its
Technical Support Agents are set forth below (Last Page). Affiliate's Authorized Representative is responsible for
administering this Agreement and Affiliate's Technical Support Agents are responsible for administering the Software
Products and acting as Affiliate's Software Products support contact. Either party may from time to time change its
Authorized Representative, and Affiliate may from time to time change its Technical Support Agents, in each case, by
delivering 30 days advance notice to the other party in accordance with the notice provisions of this Agreement.
Vigilant Solutions Enterprise License Agreement ver. 2.1 Page 8 of 12
VS Initials
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IN WITNESS WHEREOF, the parties have executed the Agreement as of the Effective Date.
Manufacturer: Vigilant Solutions, Inc.
Authorized Agent: Neil T. Schlisserman
Title: Vice President of Sales
Date:
Signature:
Affiliate Organization:
Authorized Agent:
Title:
Date:
Signature:
City of Lodi
Steve Schwabauer
City Manager
Allsralas toMaur yi
torim
Vigilant Solutions Enterprise I,icene Ag eenen-er 2 1 Page 9 or 12
VlHILAN i
Enterprise Service Agreement
Contact Information Worksheet
Please complete the following contact information for your Vigilant Solutions Enterprise License program.
uMCI N1I C LI CII C1 51CCUICI IL FIVIUVI
Company / Agency Name: 'City of Lodi
Company / Agency Type: Lodi Police Department
Address:
215 W. Elm Street
Lodi, Ca. 95240
Primary Contact
Name:
David Griffin
Title:
Captain 3 Phone:
209-333-6800 x 6800
Email:
dgriffin@pd.lodi.gov
Supervisor Information
Name:
Tod Patterson
Title:
Chief of Police
Phone:
209-333-6725
Email:
tpatterson@pd.lodi.gov
Financial Contact (Accounts Payable)
Name:
Paula O'Keefe
Title:
Management Analyst
Phone:
209-333-6722
Email:
pokeefe@pd.lodi.gov
Technical Support Contact # 1
Name:
Title:
Phone:
Email:
Technical Support Contact # 2
Name:
Phone:
Title:
Email:
For questions or concerns, please contact Vigilant Solutions' sales team:
sales@vigilantsolutions.com
1-925-398-2079
Vigilant Solutions Fntcrprise License Agreement ver_ 2.1 Page 10 of 12
Exhibit A: Option # 2 ILP Tier Package Components
Part # Item Description
VS -ILP -1M -RE / VS -ILP -1M -R3
VS -ILP -1F -RE / VS -ILP -1F -R3
ILP Mobile Bundle for Agencies of Up to 100 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to private LPR data
- One (1) 2 -camera mobile LPR system
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 5,000 images
ILP Fixed Bundle for Agencies of Up to 100 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to private LPR data
- Two (2) fixed camera LPR systems
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 5,000 images
VS -ILP -2M -RE / VS -ILP -2M -R3
ILP Mobile Bundle for Agencies of 51 to 200 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to private LPR data
- Two (2) 2 -camera mobile LPR system
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 20,000 images
VS -ILP -2F -RE / VS -ILP -2F -R3
ILP Fixed Bundle for Agencies of 51 to 200 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to private LPR data
- Four (4) fixed camera LPR systems
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 20,000 images
Vigilant Solo(ions Enterprise License Agreement ve Page 11 of 12
Ny V1I5ILANT
VS -ILP -3M -RE / VS -ILP -3M -R3
ILP Mobile Bundle for Agencies of 201 to 700 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to private LPR data
- Four (4) 2 -camera mobile LPR system
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 50,000 images
VS -ILP -3F -RE / VS -ILP -3F -R3
ILP Fixed Bundle for Agencies of 201 to 700 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to private LPR data
- Eight (8) fixed camera LPR systems
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 50,000 images
VS -ILP -4M -RE / VS -ILP -4M -R3
ILP Mobile Bundle for Fusion Centers and Agencies of 701 to 2000 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to private LPR data
- Five (5) 2 -camera mobile LPR system
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 100,000 images
VS -ILP -4F -RE / VS -ILP -4F -R3
ILP Fixed Bundle for Fusion Centers and Agencies of 701 to 2000 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to private LPR data
- Ten (10) fixed camera LPR systems
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 100,000 images
Vigilant Solutions }:nterprisc license Agroernont ver. 2.1 1';ige 12 of 12
y.: Li L VIG1J1L11 U N$ANT
VIGILANT SOLUTIONS - SOFTWARE SERVICE PROGRAM
STATE AND LOCAL LAW ENFORCEMENT AGENCY AGREEMENT
This Agreement is made and entered into effective , 2016 (the "Effective Date") between
Vigilant Solutions, Inc., a Delaware corporation ("Vigilant") and City of Lodi, 221 W. Pine Street, Lodi, Ca. 95240 , an
Originating Agency Identifier (ORI) credentialed law enforcement agency ("Agency").
A. Vigilant stores and disseminates to law enforcement agencies publicly and privately gathered license plate
recognition (LPR) data as a valued added component of the Vigilant law enforcement package of LPR equipment and/or
software; and
B. Agency desires to obtain access to Vigilant's Software Service with available publicly and privately
collected LPR data via the Law Enforcement Archival Reporting Network (LEARN) server;
NOW, THEREFORE, in consideration of the mutual agreements contained herein and other good and valuable
consideration, the receipt and sufficiency of which is acknowledged by the parties, the parties agree as follows:
1. Definitions.
(a) Confidential Information. Refers to any and all (i) rights of Vigilant associated with works of
authorship, including exclusive exploitation rights, copyrights, moral rights and mask works, trademark and trade name
rights and similar rights, trade secrets rights, patents, designs, algorithms and other industrial property rights, other
intellectual and industrial property and proprietary rights of every kind and nature, whether arising by operation of law,
by contract or license, or otherwise; and all registrations, applications, renewals, extensions, combinations, divisions or
reissues of the foregoing; (ii) product specifications, data, know-how, formulae, compositions, processes, designs,
sketches, photographs, graphs, drawings, samples, inventions and ideas, and past, current and planned research and
development; (iii) current and planned manufacturing and distribution methods and processes, customer lists, current
and anticipated customer requirements, price lists, market studies, and business plans; (iv) computer software and
programs (including object code and source code), database technologies, systems, structures, architectures, processes,
improvements, devices, discoveries, concepts, methods, and information of Vigilant; (v) any other information, however
documented, of Vigilant that is a trade secret within the meaning of applicable state trade secret law or under other
applicable law, including but not limited to the LEARN Software Service and the Private LPR Data; (vi) information
concerning the business and affairs of Vigilant (which includes historical financial statements, financial projections and
budgets, historical and projected sales, capital spending budgets and plans, the names and backgrounds of key personnel,
contractors, agents, suppliers and potential suppliers, personnel training techniques and materials, and purchasing
methods and techniques, however documented; and (vii) notes, analysis, compilations, studies, summaries and other
material prepared by or for Vigilant containing or based, in whole or in part, upon any information included in the
foregoing.
(b) LEA. Refers to a law enforcement agency.
(c) LEARN Software Service. Refers to a web based (hosted) suite of software applications consisting
of analytical and investigative software located on a physical database server that also hosts LPR Data.
(d) License Plate Recognition ("LPR"). Refers to the process of utilizing cameras, either stationary or
mounted on moving vehicles, to capture and interpret images of vehicle license plates.
(e) LPR Data. Refers to both LEA LPR Data and Private LPR Data.
Vigilant Solutions —Software Service Prcgon] Agreement:
ei
V I v I LANT
' b n NS
(f) LEA LPR Data. Refers to LPR data collected by LEAs and available on the LEARN Software Service
for use by other LEAs. LEA LPR Data is freely available to LEAs at no cost and is governed by the contributing LEA's retention
policy.
(g) Private LPR Data. Refers to LPR data collected by private commercial sources and available on
the LEARN Software Service with a paid subscription.
(h) User. Refers to an individual who is an agent and sworn officer of Agency and who is authorized
by Agency to access the LEARN Software Service on behalf of Agency through login credentials provided by Agency.
2. Licensed Access to the LEARN Software Service.
(a) Grant of License. During the term of this Agreement, Vigilant grants Agency a non-exclusive, non-
transferable right and license to access the LEARN Software Service for use in accordance with the terms of this
Agreement.
(b) Authorized Use. Agency is prohibited from accessing the LEARN Software Service other than for
law enforcement purposes.
(c) Ownership of Private LPR Data and LEARN Software. Except for the rights expressly granted by
Vigilant to Agency under this Agreement, Vigilant retains all title and rights to the Private LPR Data and the LEARN
Software. Nothing contained in this Agreement shall be deemed to convey to Agency or to any other party any ownership
interest in or to any LPR Data or the LEARN Software.
(d) Restrictions on Use of LEARN Software Service. Except as expressly permitted under this
Agreement, Agency agrees that it shall not, nor will it permit a User or any other party to, without the prior written consent
of Vigilant, (i) copy, duplicate or grant permission to the LEARN Software Service or any part thereof; (ii) create, attempt
to create, or grant permission to the source program and/or object program associated with the LEARN Software Service;
(iii) decompile, disassemble or reverse engineer any software component of the LEARN Software Service for any reason,
including, without limitation, to develop functionally similar computer software or services; or (iv) modify, alter or delete
any of the copyright notices embedded in or affixed to the copies of any components of the LEARN Software Service.
Agency shall instruct each User to comply with the preceding restrictions.
(e) Third Party Software and Data. If and to the extent that Vigilant incorporates the software and/or
data of any third party into the LEARN Software Service, including but not limited to the LEA LPR Data, and use of such
third party software and/or data is not subject to the terms of a license agreement directly between Agency and the third
party licensor, the license of Agency to such third party software and/or data shall be defined and limited by the license
granted to Vigilant by such third party and the license to the LEARN Software Service granted by Vigilant under this
Agreement. Agency specifically acknowledges that the licensors of such third party software and/or data shall retain all
ownership rights thereto, and Agency agrees that it shall not (i) decompile, disassemble or reverse engineer such third
party software or otherwise use such third party software for any reason except as expressly permitted herein;
(ii) reproduce the data therein for purposes other than those specifically permitted under this Agreement; or (iii) modify,
alter or delete any of the copyright notices embedded in or affixed to such third party software. Agency shall instruct each
User to comply with the preceding restrictions.
(f) Non -Exclusive Licensed Access. Agency acknowledges that the right or ability of Vigilant to
license other third parties to use the LEARN Software Service is not restricted in any manner by this Agreement, and that
it is Vigilant's intention to license a number of other LEAs to use the LEARN Software Service. Vigilant shall have no liability
to Agency for any such action.
Vigilant Solutions - Software Service Program Agreement
\VIGILANT..uTONa,
3. Other Matters Relating to Access to LEARN Software Service.
(a) Accessibility. The LEARN Software Service, LPR Data and associated analytical tools are accessible
to LEAs ONLY and are accessible pursuant to one of the following two methods:
(1) LEARN Private Data Subscription. Access to the LEARN Software Service through a
private data subscription allows for private data to be used at a much deeper level to include partial plate queries, geo-
fence queries, and analytic reports such as common plate and possible associate analysis.
(2) Application Programming Interface (API). The API access method allows for integration
of the LPR Data into external third -party analytic tools. The API does NOT provide ownership rights to the LPR Data, only
access during the subscription period. The API is available only in conjunction with a LEARN Private Data Subscription.
(b) Access to LEA LPR Data. LEA LPR Data is provided as a service to LEAs at no additional charge.
(c) Eligibility. Agency shall only authorize individuals who satisfy the eligibility requirements of
"Users" to access the LEARN Software Service. Vigilant in its sole discretion may deny LEARN Software Service access to
any individual based on such person's failure to satisfy such eligibility requirements.
(d) Account Security (Agency Responsibility).
(1) Agency shall be responsible for assigning an account administrator who in turn will be
responsible for assigning to each of Agency's Users a username and password (one per user account). An unlimited
number of User accounts is provided. Agency will cause the Users to maintain username and password credentials
confidential and will prevent use of such username and password credentials by any unauthorized person(s). Agency shall
notify Vigilant immediately if Agency believes the password of any of its Users has, or may have, been obtained or used
by any unauthorized person(s). In addition, Agency must notify Vigilant immediately if Agency becomes aware of any
other breach or attempted breach of the security of any of its Users' accounts.
(2) User logins are restricted to agents and sworn officers of the Agency. No User logins may
be provided to agents or officers of other local, state, or Federal LEAs. LPR Data must reside within the LEARN Software
Service and cannot be copied to another system, unless Agency purchases Vigilant's API.
(e) Data Sharing. If Agency is a generator as well as a consumer of LPR Data, Agency at its option
may share its LEA LPR Data with similarly situated LEAs who contract with Vigilant to access the LEARN Software Service
(for example, LEAs who share LEA LPR Data with other LEAs).
(f) Subscriptions. LEARN Software Service software applications and LPR Data is available to Agency
and its Users on an annual subscription basis with a limited number of usage credits (described below).
Product Code Description Usage Credits
VS -LDS -1 Level 1 Software Service 30,000
VS -LDS -2 Level 2 Software Service 150,000
VS -LDS -3 Level 3 Software Service 625,000
VS -LDS -4 Level 4 Software Service Unlimited
Usage credits are utilized as follows: queries use 1 credit each, basic reports use two credits each, and analytical reports
use 4 credits each. Agency's administrator has the capability to measure utilization of usage credits. The annual
subscription price and related product code for the LEARN Software Service are set forth in Agency's purchase order.
(g) Annual Usage Credit Limit. If Agency approaches its annual usage credit limit, Vigilant shall
contact Agency with options to enable continued access to the LEARN LPR Database Server. Options are as follows: (i)
initiate a new annual subscription on the date annual usage credits are fully utilized; or (ii) continue with the current
subscription but pay an excess usage fee for excess usage equal to 1.2 times the prorated cost per usage credit and renew
Vigilant Solutions — Software Seivice Program Agreement Page 3 of 8
\/VILILANTT1Q
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at the same level the following year. For example, if a product code VS -LDS -2 subscriber uses 225,000 usage credits in a
given subscription year period, such subscriber would be able to renew at the VS -LDS -3 product code level the following
year OR remain at the VS -LDS -2 product code level and pay an excess usage fee of (1.2)*(225,000 — 150,000)*(Annual
Contract Fee $$$ /150,000) prior to renewing the VS -LDS -2 contract for the subsequent year.
(h) Available API. Vigilant offers an API whereby Agency may load LPR Data and provide for ongoing
updating of LPR Data into a third -party system of Agency's choosing (the "API"). This service is offered as an optional
service and in addition to the LEARN Private Date Subscription.
4. Restrictions on Access to LEARN Software Service.
(a) Non Disclosure of Confidential Information. Agency and each User will become privy to
Confidential Information during the term of this Agreement. Agency acknowledges that a large part of Vigilant's
competitive advantage comes from the collection and analysis of this Confidential Information and Agency's use, except
as expressly permitted under this Agreement, and disclosure of any such Confidential Information would cause irreparable
damage to Vigilant.
(b) Restrictions. As a result of the sensitive nature of the Confidential Information, Agency agrees,
except to the extent expressly permitted under this Agreement, (i) not to use or disclose, directly or indirectly, and not to
permit Users to use or disclose, directly or indirectly, any LPR location information obtained through Agency's access to
the LEARN Software Service or any other Confidential Information; (ii) not to download, copy or reproduce any portion of
the LPR Data and other Confidential Information; and (iii) not to sell, transfer, license for use or otherwise exploit the LPR
Data and other Confidential Information in any way. Additionally, Agency agrees to take all necessary precautions to
protect the Confidential Information against its unauthorized use or disclosure and exercise at least the same degree of
care in safeguarding the Confidential Information as Agency would with Agency's own confidential information and to
promptly advise Vigilant in writing upon learning of any unauthorized use or disclosure of the Confidential Information.
(c) Third Party Information. Agency recognizes that Vigilant has received, and in the future will
continue to receive, from LEAs associated with Vigilant their confidential or proprietary information ("Associated Third
Party Confidential Information"). By way of example, Associated Third Party Confidential Information includes LEA LPR
Data. Agency agrees, except to the extent expressly permitted by this Agreement, (i) not to use or to disclose to any
person, firm, or corporation any Associated Third Party Confidential Information, (ii) not to download, copy, or reproduce
any Associated Third Party Confidential Information, and (iii) not to sell, transfer, license for use or otherwise exploit any
Associated Third Party Confidential Information. Additionally, Agency agrees to take all necessary precautions to protect
the Associated Third Party Confidential Information against its unauthorized use or disclosure and exercise at least the
same degree of care in safeguarding the Associated Third Party Confidential Information as Agency would with Agency's
own confidential information and to promptly advise Vigilant in writing upon learning of any unauthorized use or
disclosure of the Associated Third Party Confidential Information.
(d) Non -Publication. Agency shall not create, publish, distribute, or permit any written, electronically
transmitted or other form of publicity material that makes reference to the LEARN Software Service or this Agreement
without first submitting the material to Vigilant and receiving written consent from Vigilant thereto. This restriction is
specifically intended to ensure consistency with other media messaging.
(e) Non -Disparagement. Agency agrees not to use proprietary materials or information in any
manner that is disparaging. This prohibition is specifically intended to preclude Agency from cooperating or otherwise
agreeing to allow photographs or screenshots to be taken by any member of the media without the express consent of
Vigilant Solutions — Software Service Program Agreement Page 4 or 8
Vigilant. Agency also agrees not to voluntarily provide ANY information, including interviews, related to Vigilant, its
products or its services to any member of the media without the express written consent of Vigilant.
(f) Manner of Use. Agency must use its account in a manner that demonstrates integrity, honesty,
and common sense.
(g)
Survival of Restrictions and Other Related Matters.
(1) Agency shall cause each User to comply with the provisions of this Section 4.
(2) Agency agrees to notify Vigilant immediately upon discovery of any unauthorized use or
disclosure of Confidential Information or any other breach of this Section 4 by Agency or any User, and Agency shall
reasonably cooperate with Vigilant to regain possession of the Confidential Information, prevent its further unauthorized
use, and otherwise prevent any further breaches of this Section 4.
(3) Agency agrees that a breach or threatened breach by Agency or a User of any covenant
contained in this Section 4 will cause irreparable damage to Vigilant and that Vigilant could not be made whole by
monetary damages. Therefore, Vigilant shall have, in addition to any remedies available at law, the right to seek equitable
relief to enforce this Agreement.
(4) No failure or delay by Vigilant in exercising any right, power or privilege hereunder will
operate as a waiver thereof, nor will any single or partial exercise of any such right, power or privilege preclude any other
or further exercise thereof.
(5) The restrictions set forth in this Section 4 shall survive the termination of this Agreement
for an indefinite period of time.
5. Term and Termination.
(a) Term. This Agreement shall be for a term of one (1) year from the Effective Date of this
Agreement.
(b) Termination.
(1) Agency may terminate this Agreement upon thirty (30) days prior written notice to
Vigilant for any reason.
(2) Vigilant may terminate this Agreement upon:
(A) a failure on the part of Agency to pay any amount due and payable to Vigilant
under this Agreement within thirty (30) days following receipt of written notice from Vigilant of such failure; or
(B) a material breach of any other provision of this Agreement by Agency or any User
which remains uncured for thirty (30) days following receipt of written notice from Vigilant of such material breach.
(c) Effect of Termination. Upon termination or expiration of this Agreement for any reason, all
licensed rights granted in this Agreement will immediately cease to exist and Agency must promptly discontinue all use of
the LEARN Software Service, erase all LPR Data accessed through the LEARN Software Service from its computers, including
LPR Data transferred to an API, and return all copies of any related documentation and other materials.
(d) No Refunds. Upon termination of this Agreement for any reason whatsoever, whether by Agency
or Vigilant, Agency shall not be entitled to a refund of the annual subscription fee, or any portion thereof.
6. Miscellaneous.
(a) Notices. Any notice under this Agreement must be written. Notices must be addressed to the
recipient and either (i) hand delivered; (ii) placed in the United States mail, certified, return receipt requested;
(iii) deposited with an overnight delivery service; or (iv) sent via e-mail and followed with a copy sent by overnight delivery
9
V1L;Ii�ly I
or regular mail, to the address or e-mail address specified below. Any mailed notice is effective three (3) business days
after the date of deposit with the United States Postal Service or the overnight delivery service, as applicable; all other
notices are effective upon receipt. A failure of the United States Postal Service to return the certified mail receipt to the
dispatcher of such notice will not affect the otherwise valid posting of notice hereunder.
Vigilant's address for all purposes under this Agreement is:
Vigilant Solutions, Inc. Agency's address for all purposes under this Agreement is:
Attn: Steve Cintron City of Lodi - Lodi Police Department
2021 Las Positas Court, Suite 4#101Attn: Paula O'Keefe
Livermore, California 94551 215 W. Elm Street Lodi, Ca. 95240
Telephone: 925-398-2079 Telephone: 209-333-6722
E-mail: steve.cintron@vigilantsolutions.com E-mail: pokeefe@pd.lodi.gov
with a copy to:
Holland, Johns & Penny, L.L.P.
Attn: Margaret E. Holland
306 West Seventh Street, Suite 500
Fort Worth, Texas 76102
Telephone: 817-335-1050
E-mail: meh@hjpllp.com
Either party may designate another address for this Agreement by giving the other party at least five (5) business days'
advance notice of its address change. A party's attorney may send notices on behalf of that party, but a notice is not
effective against a party if sent only to that party's attorney.
(b) Disclaimer. Vigilant makes no express or implied representations or warranties regarding
Vigilant's equipment, website, online utilities or their performance, availability, functionality, other than a warranty of
merchantability and fitness for the particular purpose of searching for license plate locations in the database and
performing other related analytical functions. Any other implied warranties of merchantability or fitness for a particular
purpose are expressly disclaimed and excluded.
(c) Limitations of Liability. VIGILANT WILL NOT BE LIABLE FOR AGENCY'S USE OF THE LPR DATA OR
LEARN SOFTWARE SERVICE APPLICATIONS AND WILL NOT BE LIABLE TO AGENCY UNDER ANY CIRCUMSTANCES WITH
RESPECT TO ANY SUBJECT MATTER OF THIS AGREEMENT UNDER ANY CONTRACT, NEGLIGENCE, TORT, STRICT LIABILITY
OR OTHER LEGAL OR EQUITABLE THEORY FOR ANY INDIRECT, INCIDENTAL, CONSEQUENTIAL, SPECIAL OR EXEMPLARY
DAMAGES (INCLUDING, WITHOUT LIMITATION, LOSS OF REVENUE OR GOODWILL OR ANTICIPATED PROFITS OR LOST OF
BUSINESS). TO THE EXTENT THE FOREGOING LIMITATION OF LIABILITY IS PROHIBITED OR OTHERWISE UNENFORCEABLE
VILIGANT'S CUMULATIVE LIABILITY TO AGENCY ARISING OUT OF OR RELATED TO THIS AGREEMENT SHALL NOT EXCEED
$10,000.00.
(d) Indemnification. Agency agrees to indemnify, defend and hold harmless Vigilant and its
employees, representatives, agents, officers, directors, and corporate employees (each, an "Indemnified Party"), against
any and all claims, suits, actions, or other proceedings brought against the Indemnified Party based on or arising from any
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claim (i) resulting from Agency's or a User's breach of this Agreement, (ii) that involves any vehicle owned or operated by
Agency, (iii) or any employee or independent contractor hired by Agency or (iv) any and all claims based on Agency's or a
User's actions or omissions. Agency will pay any and all costs, damages, and expenses, including, but not limited to,
reasonable attorneys' fees and costs awarded against or otherwise incurred by the Indemnified Party in connection with
or arising from any such claim, suit, action, or proceeding up to $5,000,000. Because this $5,000,000 limit may not exceed
appropriations available at the time of the losses, and nothing in this Agreement may be construed as implying that
Congress will at a later date appropriate funds sufficient to cover those losses, Agency shall administratively reserve
sufficient funds to satisfy its obligations hereunder.
(e) Independent Contractor Status. Each party will at all times be deemed to be an independent
contractor with respect to the subject matter of this Agreement and nothing contained in this Agreement will be deemed
or construed in any manner as creating any partnership, joint venture, joint enterprise, single business enterprise,
employment, agency, fiduciary or other similar relationship.
(f) Assignment of this Agreement. Agency may not assign its rights or obligations under this
Agreement to any party, without the express written consent of Vigilant.
(g) No Exclusivity. Vigilant may at any time, directly or indirectly, engage in similar arrangements
with other parties, including parties which may conduct operations in geographic areas in which Agency operates.
Additionally, Vigilant reserves the right to provide LPR Data to third -party entities for purposes of promotions, marketing,
business development or any other commercially reasonable reason that Vigilant deems necessary and appropriate.
(h) No Reliance. Agency represents that it has independently evaluated this Agreement and is not
relying on any representation, guarantee, or statement from Vigilant or any other party, other than as expressly set forth
in this Agreement.
(i) Governing Law; Venue. THIS AGREEMENT IS GOVERNED BY AND INTERPRETED IN ACCORDANCE
WITH THE LAWS OF THE STATE OF TEXAS WITHOUT REGARD TO CONFLICTS -OF -LAWS PRINCIPLES. THE PARTIES HERETO
CONSENT THAT VENUE OF ANY ACTION BROUGHT UNDER THIS AGREEMENT WILL BE IN TARRANT COUNTY, TEXAS.
(j) Amendments. Except as otherwise permitted by this Agreement, no amendment to this
Agreement or waiver of any right or obligation created by this Agreement will be effective unless it is in writing and signed
by both parties. Vigilant's waiver of any breach or default will not constitute a waiver of any other or subsequent breach
or default.
(k) Entirety. This Agreement and the Agency's purchase order, setting forth Vigilant's LEARN
Software Service being purchased by Agency pursuant to this Agreement and the related product code and subscription
price, represent the entire agreement between the parties and supersede all prior agreements and communications, oral
or written between the parties. Except to the limited extent expressly provided in this Section 6(k), no contrary or
additional terms contained in any purchase order or other communication from Agency will be a part of this Agreement.
(I) Force Majeure. Neither party will be liable for failure to perform or delay in performing any
obligation under this Agreement if nonperformance is caused by an occurrence beyond the reasonable control of such
party and without its fault or negligence such as acts of God or the public enemy, acts of the Government in either its
sovereign or contractual capacity, fires, floods, epidemics, quarantine restrictions, strikes, unusually severe weather,
delays of common carriers, or any other cause beyond the reasonable control of such party.
(m) Severability. If any provision of this Agreement is held to be invalid, illegal or unenforceable for
any reason, such invalidity, illegality or unenforceability will not affect any other provisions of this Agreement, and this
Agreement will be construed as if such invalid, illegal or unenforceable provision had never been contained herein.
VIGIrLrA�i Ir
: ❑ L r Ni,
IN WITNESS WHEREOF, the parties hereto have executed this Agreement by persons duly authorized as of the
date and year first above written.
Company: Vigilant Solutions, Inc.
Authorized Agent: Joseph L. Harzewski III
Title: Vice President of Sales
Date:
Signature
Agency:
Authorized Agent:
Title:
Date:
Signature:
Approved as W"tur w
City of Lodi
Steve Schwabauer
City Manager
Duty City Attorney r}
[signature page — LEARN Software Service
State and Local Law Enforcement Agency Agreement]
Vigilant Solutions — Software Service Program Agreement Page 8 of 8
Vigilant Insurance Requirements Exhibit
Insurance Requirements for Contractor The Contractor shall take out and maintain during the life of this
Agreement, insurance coverage as listed below. These insurance policies shall protect Contractor and any
subcontractor performing work covered by this Agreement from claims for damages for personal injury, including
accidental death, as well as from claims for property damages, which may arise from Contractor's operations under
this Agreement, whether such operations be by Contractor, or by any subcontractor, or by anyone directly or
indirectly employed by either of them, and the amount of such insurance shall be as follows:
COMPREHENSIVE GENERAL LIABILITY
$2,000,000 Each Occurrence
$4,000,000 General Aggregate
2 COMPREHENSIVE AUTOMOBILE LIABILITY
$1,000,000 Combined Single Limit
Such insurance shall cover liability arising out of any vehicle (including, owned, hired and non -hired vehicles)
operated in performing any and all services pursuant to this Agreement. Coverage shall be written on ISO form
CA 00 01 12 90, or a later version, that provides liability coverage at least as broad as this form.
3. ERRORS AND OMISSIONS / TECHNOLOGY
$3,000,000 Per Claim
$6,000,000 Annual Aggregate
Covering all acts, errors, omissions, negligence, network security and privacy risks, including but not limited to
unauthorized access, failure of security, breach of privacy perils, wrongful disclosure, collection, or other
negligence in the handling of confidential information, privacy perils, and including coverage for related
regulatory defense and penalties; data breach expenses, and payable whether incurred by City of Lodi or
Contractor, including but not limited to consumer notification, whether or not required by law, computer
forensic investigations, public relations and crisis management firm fees, credit file or identity monitoring or
remediation services in the performance of services for, or on behalf of, City of Lodi.
Such insurance shall be maintained in force at all times during the term of the agreement and provide an
Extended Reporting Period (ERP) for a period of one year thereafter, for services completed during the term of
the agreement.
All limits are to be designated strictly for the City of Lodi, its elected and appointed boards, commissions, officers,
agents, employees, and volunteers. All deductibles or self-insured retentions (SIR) must be disclosed to City's Risk
Manager for approval and shall not reduce the limits of liability set forth hereinabove. Insurance policies containing
any deductible or SIR provision shall provide, or be endorsed to provide, that the deductible or SIR may be satisfied
by either the Named Insured(s) or the City of Lodi.
It is required that any available insurance proceeds broader than or in excess of the specified minimum insurance
coverage requirements and/or limits set forth above, shall be available to City as an additional insured. Furthermore,
the requirements for coverage and limits shall be (i) the minimum coverage and limits specified in these insurance
requirements; or (ii) the broader coverage and maximum limits of coverage of any insurance policy or proceeds
available to the Contractor; whichever is greater.
Contractor agrees and stipulates that any insurance coverage provided to the City of Lodi shall provide for a claims
period following termination of coverage which is at least consistent with the claims period or statutes of limitations
found in the California Tort Claims Act (California Government Code Section 810 et seq.).
A copy of the certificate(s) of insurance with the following endorsements shall be furnished to the City:
(a) Additional Named Insured Endorsement
Pursuant to a separate endorsement (ISO form CG 2010 (11/85) or a later version, that provides liability
coverage at least as broad as this form) such insurance as is afforded by this policy shall also apply to the City
of Lodi, its elected and appointed boards, commissions, officers, agents, employees, and volunteers as
additional named insureds. An additional named insured endorsement is also required for Auto Liability.
(b) Primary and Non -Contributory Insurance Endorsement
Additional insurance coverage under the Contractor's policy shall be "primary and non-contributory" and will
not seek contribution from City's insurance or self-insurance and shall be at least as broad as ISO form CG 20
01 04 13.
Page 1 I of 2 pages
Risk: rev.03.2016
NOTE: (1) The street address of the CITY OF LODI must be shown along with (a) and (b) above: 221 West
Pine Street, Lodi, California, 95240; (2) The insurance certificate must state, on its face or as an
endorsement, a description of the project that it is insuring.
(c) Waiver of Subrogation
Include a waiver of subrogation against the City of Lodi, its elected and appointed boards, commissions,
officers, agents, employees, and volunteers. A waiver is required for General Liability and Auto Liability.
(d) Limits of Coverage
The limits of insurance coverage required may be satisfied by a combination of primary and umbrella or
excess insurance. Any umbrella or excess insurance of Contractor shall contain, or be endorsed to contain, a
provision that such coverage shall also apply on a primary and non-contributory basis for the benefit of the City
before the City's own insurance or self-insurance shall be called upon to protect the City as a named insured.
(e) Completed Operations Endorsement
For three years after completion of project, a certificate of insurance with a Completed Operations
Endorsement, CG 20 37 07 04, will be provided to the City of Lodi.
(f) Severability of Interest Clause
The term "insured" is used severally and not collectively, but the inclusion herein of more than one insured
shall not operate to increase the limit of the company's liability.
(g)
Notice of Cancellation or Change in Coverage Endorsement
This policy may not be canceled nor the coverage reduced by the company without 30 days' prior written
notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi,
CA 95240.
(h) Continuity of Coverage
All policies shall be in effect on or before the first day of the Term of this Agreement. At least thirty (30) days
prior to the expiration of each insurance policy, Contractor shall furnish a certificate(s) showing that a new or
extended policy has been obtained which meets the minimum requirements of this Agreement. Contractor
shall provide proof of continuing insurance on at least an annual basis during the Term. If Contractor's
insurance lapses or is discontinued for any reason, Contractor shall immediately notify the City and
immediately obtain replacement insurance.
(i)
Failure to Comply
If Contractor fails or refuses to obtain and maintain the required insurance, or fails to provide proof of
coverage, the City may obtain the insurance. Contractor shall reimburse the City for premiums paid, with
interest on the premium paid by the City at the maximum allowable legal rate then in effect in California. The
City shall notify Contractor of such payment of premiums within thirty (30) days of payment stating the amount
paid, the name(s) of the insurer(s), and rate of interest. Contractor shall pay such reimbursement and interest
on the first (1st) day of the month following the City's notice. Notwithstanding and other provision of this
Agreement, if Contractor fails or refuses to obtain or maintain insurance as required by this agreement, or fails
to provide proof of insurance, the City may terminate this Agreement upon such breach. Upon such
termination, Contractor shall immediately cease use of the Site or facilities and commence and diligently
pursue the removal of any and all of its personal property from the site or facilities
(j) Qualified insurer(s)
All insurance required by the terms of this Agreement must be provided by insurers licensed to do business in
the State of California which are rated at least "A-, VI" by the AM Best Ratings Guide, and which are
acceptable to the City. Non -admitted surplus lines carriers may be accepted provided they are included on the
most recent list of California eligible surplus lines insurers (LESLI list) and otherwise meet City requirements.
Workers Compensation insurance The Contractor shall take out and maintain during the life of this Agreement,
Worker's Compensation Insurance for all of Contractor's employees employed at the site of the project and, if any
work is sublet, Contractor shall require the subcontractor similarly to provide Worker's Compensation Insurance for all
of the latter's employees unless such employees are covered by the protection afforded by the Contractor. In case
any class of employees engaged in hazardous work under this Agreement at the site of the project is not protected
under the Worker's Compensation Statute, the Contractor shall provide and shall cause each subcontractor to
provide insurance for the protection of said employees. A waiver of subrogation is required for workers
compensation insurance. This policy may not be canceled nor the coverage reduced without 30 days' prior written
notice of such cancellation or reduction in coverage to the Risk Manager, City of Lodi, 221 West Pine St., Lodi, CA
95240.
NOTE: The City reserves the right to obtain a full certified copy of any insurance policy or endorsements
required. Failure to exercise this right shall not constitute a waiver of the City's right to exercise after the
effective date.
Page 2 l of 2 pages
Risk: rev.03.2016
RESOLUTION NO. 2016-78
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE AN AGREEMENT WITH
VIGILANT SOLUTIONS FOR LEARN SOFTWARE; AUTHORIZING PURCHASE
AND INSTALLATION OF AUTOMATED LICENSE PLATE READER
EQUIPMENT; AND FURTHER AUTHORIZING FUTURE PURCHASES
WHEREAS, pursuant to State Senate Bill 34, the Lodi Police Department conducted a
Public Hearing on April 20, 2016, as required, regarding the future operation of an Automated
License Plate Reader (ALPR) system; and
WHEREAS, at their April 20, 2016 meeting, the City Council also adopted the Lodi
Police Department ALPR policy, which provides guidance for the capture, storage and use of
digital data obtained through the use of ALPR technology and ensures that the collection, use,
maintenance, sharing and dissemination of ALPR information is consistent with respect for
individuals' privacy and civil liberties; and
WHEREAS, an ALPR is a computer-based system that utilizes special cameras to
capture license plate information and collect the images in a nationwide database. Through the
use of the ALPR camera system, the department will upload images to LEARN, a commercial
database only accessible to law enforcement agencies; and
WHEREAS, ALPR camera systems are used by law enforcement nationwide and its
primary purpose is two -fold: 1) as an investigative tool, and 2) as a real-time alert system that
compares license plates as they are read to the state/federal law enforcement database of
stolen vehicles, vehicles involved in AMBER alerts, and vehicles connected to reports of
missing persons; and
WHEREAS, the ALPR is restricted to legitimate law enforcement uses to further the goal
of enhancing public safety by providing information to national law enforcement agencies.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute an Agreement with Vigilant Solutions for LEARN
software, and further authorizes the purchase of ALPR equipment and installation by
Lehr Automotive in an amount not to exceed $22,490; and
BE IT FURTHER RESOLVED that the City Council hereby authorizes future ALPR
equipment purchases if funds become available through Public Works Transit grants and
community donations.
Date: May 18, 2016
I hereby certify that Resolution No. 2016-78 was passed and adopted by the Lodi City
Council in a regular meeting held May 18, 2016, by the following vote:
AYES: COUNCIL MEMBERS — Johnson, Mounce, Nakanishi, and
Mayor Chandler
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — Kuehne
ABSTAIN: COUNCIL MEMBERS — None
1NIFER FERRAIOLO
City Clerk
2016-78