HomeMy WebLinkAboutAgenda Report - March 7, 2018 C-06TM
AGENDA ITEM
CITY OF LODI
COUNCIL COMMUNICATION
AGENDA TITLE: Adopt Resolution Authorizing City Manager to Execute Agreement with Vigilant
Solutions for LEARN Software, Approve Purchase and Installation of Automated
License Plate Readers from LEHR ($23,038), and Authorize Future Purchases up
to $30,000
MEETING DATE: March 7, 2018
PREPARED BY: Chief of Police
RECOMMENDED ACTION:
Adopt resolution authorizing City Manager to execute agreement
with Vigilant Solutions for LEARN software, approving purchase and
installation of automated license plate readers from LEHR in the
amount of $23,038.24, and authorizing future purchases up to
$30,000.
BACKGROUND INFORMATION: Pursuant to State Senate Bill 34, the Lodi Police Department
conducted a Public Hearing on April 20, 2016, as required,
regarding the 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 uploads 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 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 to
APPROVED:
Schw batter, City Manager
Adopt Resolution Authorizing City Manager to Execute Agreement with Vigilant Solutions for LEARN
Software, Approve Purchase and Installation of Automated License Plate Readers from LEHR
($23,038.24), and Authorize Future Purchases up to $30,000
March 7, 2018
Page Two
fund additional fixed location cameras. However, those discussions have not yet matured to a point that
specific purchases can be made.
The Police Department currently has one police vehicle outfitted with the ALPR system. The LEARN
software is currently used by the department and the database subscription, included in the $23,038.24
quote, will renew the current services for the vehicle ALPR system as well as add the software for the
new stationary cameras. The ALPR system installed on the police vehicle has produced hits on 165
stolen license plates and 59 stolen vehicles since it was installed in 2016. The department will place the
stationary camera system near the Sunwest Village Shopping Center in the southwest side of Lodi.
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 the General Fund, Public Works transit grants,
and/or community donations on an as -made basis.
FISCAL IMPACT:
$23,038.24 from the FY 17/18 General Fund budget, annual subscription in
the amount of $7,500 to be included in future fiscal years' General Fund
allocation, and a $38 -per -month cellular data charge. Funding for future
equipment purchases may be allocated through the General Funds, Public
Works transit grants, and/or community donation on an as -made basis for
up to $30,000.
FUNDING AVAILABLE: Vigilant LEARN commercial database subscription and ALPR equipment
and installation: $23,038.24 (10031004.72499)
Andrew Keys
Deputy City Man.. kInternal Service Director
Tod Patterson
Chief of Police
y�VIGILANT
Enterprise Service Agreement (ESA)
This Vigilant Solutions Enterprise Service Agreement (the "Agreement") is made and entered into as of
this Day of , 2018 by and between Vigilant Solutions, LLC , a Delaware company, having its
principal place of business at 1152 Stealth Street, Livermore, CA 94551 ("Vigilant") and City of Lodi, a law enforcement
agency (LEA) or other governmental agency, having its principal place of business at 221 W. Pine Street, 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:
I. Definitions:
"CJIS Security Policy" means the FBI CJIS Security Policy document as published by the FBI CJIS Information Security
Officer.
"CLK" or "Camera License Key" means an electronic key that will permit each license of Vigilant's CarDetector brand
LPR software or LineUp brand facial recognition software (one CLK per camera) to be used with other Vigilant approved
and licensed LPR hardware components (i.e., cameras and other hardware components provided by Vigilant or
provided by a Vigilant certified reselling partner that has authority from Vigilant to deliver such Vigilant -authorized
components) and Software Products. CLKs shall be not issuable and if issued in error shall be removed and immediately
rendered null and void for cameras and other hardware components that are not Vigilant -authorized cameras and
other hardware components or are delivered to Affiliate by another vendor that is not a Vigilant certified reselling
partner.
"Commercial LPR Data" refers to LPR data collected by private sources and available on LEARN with a paid subscription.
"Criminal Justice Information Services Division" or "CJIS" means the FBI division responsible for the collection,
warehousing, and timely dissemination of relevant CJI to the FBI and to qualified law enforcement, criminal justice,
civilian, academic, employment, and licensing agencies.
"Effective Date" means sixty (60) days subsequent to the date set forth in the first paragraph of this Agreement.
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"Enterprise License" means a non-exclusive, non -transferable license to install and operate the Software Products, on
applicable media provided by Vigilant or Vigilant's certified reselling partners. This Enterprise Service Agreement allows
Affiliate to install the Software Products on such devices, in accordance with the selected Service Package(s), and allow
benefits of all rights granted hereunder this Agreement.
"LEA LPR Data" refers to LPR data collected by LEAs and available on LEARN for use by other LEAs. LEA LPR Data is
freely available to LEAs at no cost and is governed by the contributing LEA's retention policy.
"Service Fee" means the amount due from Affiliate prior to the renewal of this Agreement as consideration for the
continued use of the Software Products and Service Package benefits according to Section VIII of this Agreement.
"Service Package" means the Affiliate designated service option(s) which defines the extent of use of the Software
Products, in conjunction with any service and/or benefits therein granted as rights hereunder this Agreement.
"Service Period" has the meaning set forth in Section III (A) of this Agreement.
"Software Products" means Vigilant's Law Enforcement & Security suite of Software Products including CarDetector,
Law Enforcement Archival & Reporting Network (LEARN), Mobile Companion for Smartphones, Target Alert Service
(TAS) server/client alerting package, FaceSearch, LineUp and other software applications considered by Vigilant to be
applicable for the benefit of law enforcement and security practices. Software Products shall only be permitted to
function on approved Vigilant cameras and other hardware components provided by Vigilant or through Vigilant
certified reselling partners. Software Products shall not be permitted to operate on third -party provided or not Vigilant -
authorized hardware components, and if found to be operating on third -party provided hardware components
Software Products shall be promptly removed by Affiliate.
"Technical Support Agents" means Affiliate's staff person specified in the Contact Information Worksheet of this
Agreement responsible for administering the Software Products and acting as Affiliate's Software Products support
contact.
"User License" means a non-exclusive, non -transferable license to install and operate the Software Products, on
applicable media, limited to a single licensee.
"Users" refers to individuals who are agents and/or sworn officers of the Affiliate and who are authorized by the
Affiliate to access LEARN on behalf of Affiliate through login credentials provided by Affiliate.
II. Enterprise License Grant; Duplication and Distribution Rights:
Subject to the terms and conditions of this Agreement, Vigilant hereby grants Affiliate an Enterprise License to the
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.
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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
Affiliate's purported breach of this Agreement, to cure the alleged breach. If within thirty (30) days of written notice of
violation from Vigilant Affiliate has not reasonably cured the described breach of this Agreement, Affiliate shall
immediately discontinue all use of Software Products and certify to Vigilant that it has returned or destroyed all copies
of Software Products in its possession or control. If Vigilant terminates this Agreement prior to the end of a Service
Period for breach, no refund for any unused Service Fees will be provided. If Vigilant terminates this Agreement prior
to the end of a Service Period for no reason, and not based on Affiliate's failure to cure the breach of a material term
or condition of this Agreement, Vigilant shall refund to Affiliate an amount calculated by multiplying the total amount
of Service Fees paid by Affiliate for the then -current Service Period by the percentage resulting from dividing the
number of days remaining in the then -current Service Period, by 365.
IV. Warranty and Disclaimer; Infringement Protection; Use of Software Products Interface.
A. Warranty and Disclaimer. Vigilant warrants that the Software Products will be free from all 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
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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.
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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, Access and Security.
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 written permission of the
Affiliate.
Vigilant has implemented procedures to allow for adherence to the FBI CJIS Security Policy. The hosting facility utilizes
state-of-the-art access control technologies that meet or exceed CJIS requirements. In addition, Vigilant has installed
and configured a solid network intrusion prevention appliances, as well as ensured that the configuration of the
Microsoft environment adhere to the Windows Server Security Guide.
IX. Ownership and use of Commercial LPR Data and LEA LPR Data.
Vigilant retains all title and rights to Commercial LPR Data. Users shall not utilize Commercial LPR Data on the behalf
of other local, state or Federal LEAs. 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 or per the Affiliate's designated retention
policy, whichever occurs first. Commercial LPR Data and LEA LPR Data should be used by the Affiliate for law
enforcement purposes only.
X. Loss of Data, Irregularities and Recovery.
Vigilant places imperative priority on supporting and maintaining data center integrity. Using redundant disk arrays,
there is a virtual guarantee that any hard disk failure will not result in the corruption or loss of the valuable LPR data
that is essential to the LEARN system and clients.
XI. Data Retention and Redundancy.
LEA LPR Data is governed by the contributing LEA's retention policy. LEA LPR Data that reaches its expiration date will
be deleted from LEARN. Vigilant's use of redundant power sources, fiber connectivity and disk arrays ensure no less
than 99% uptime of the LEARN LPR database server system.
XII. Account Access.
A. Eligibility. Affiliate shall only authorize individuals who satisfy the eligibility requirements of "Users"
to access LEARN. Vigilant in its sole discretion may deny access to LEARN to any individual based on such person's
failure to satisfy such eligibility requirements. User logins are restricted to agents and sworn officers of the Affiliate.
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No User Iogins may be provided to agents or officers of other local, state, or Federal LEAs without the express written
consent of Vigilant.
B. Security. Affiliate shall be responsible for assigning an Agency Manager who in turn will be responsible
for assigning to each of Affiliate's Users a username and password (one per user account). A limited number of User
accounts is provided. Affiliate will cause the Users to maintain username and password credentials confidential and
will prevent use of such username and password credentials by any unauthorized person(s). Affiliate shall notify
Vigilant immediately if Affiliate believes the password of any of its Users has, or may have, been obtained or used by
any unauthorized person(s). In addition, Affiliate must notify Vigilant immediately if Affiliate becomes aware of any
other breach or attempted breach of the security of any of its Users' accounts.
C. CJIS Requirements. Affiliate certifies that its LEARN users shall comply with the following CJIS
requirements:
1. Affiliate agrees to use training, policy and procedures to ensure support staff use proper
handling, processing, storing, and communication protocols for data.
2. Affiliate agrees to protect systems and data by monitoring and auditing staff user activity to
ensure that it is only within the purview of system application development, system maintenance
or the support roles assigned.
3. Affiliate will only provide access to Vigilant systems and Affiliate -owned LEA information through
Affiliate managed role -based access and applied sharing rules configured by the Affiliate.
4. Affiliate agrees to create and retain activity transaction logs to enable auditing by the LEA data
owners, Vigilant staff, and FBI CJIS if requested.
5. Affiliate agrees to perform independent employment background screening for its' staff and
participate in additional fingerprint background screening as required by client LEA agencies at
Affiliate's own expense.
6. Affiliate agrees to reinforce staff policies for creating user accounts with only one Affiliate
domain email addresses for each user. Exceptions may only be granted in writing by Vigilant.
XIII. Service Package, Fees and Payment Provisions.
A. Service Package. This Enterprise License Agreement is based on one (1) of the three (3) following Service
Package Options. Please select one (1) Service Package below:
Service Package - Basic LPR Service Package:
• Vigilant Managed/Hosted LPR server LEARN 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)
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• Unlimited use of Vigilant's LPR Mobile Companion smartphone application
0 Service Packa:e - O •tion # 2 — 'Intelli:ence-Led Policin: ILP ' Service Packa:e:
• All Service Package Option # 1 benefits
• Mobile LPR hardware up to level of Tier (see Exhibit A)
• Use of Vigilant Facial Recognition technologies up to level of Tier
• FaceSearch Account
• FaceSearch Mobile Companion
• 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 500 sworn officers, Tier 4 up to 1,000 sworn officers, Tier 5 up to 1,500 sworn officers,
Tier 6 up to 2,000 sworn officers)
• States, Federal Agencies, and Departments with greater than 2,000 sworn fall under a, "Custom"
Tier which will be defined in the Annual Service Fee Schedule if applicable.
B. Service Fee. Payment of each Service Fee entitles Affiliate to all rights granted under this Agreement,
of CLKs, and
including without limitation, use of the Software Products for the arelevant
oc ted equipment driverlsoftware to allow the
access to the updates and releases of the Software Products and ss
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:
Annual Service Fee Schedule (multiplied by number of CLK's Issued)
Total # of CLK's under this ESA
Basic Service
Standard (Option # 1)
ILP Subscriber CLK Renewal Fees
0-14 CLK's
$525.00
$750.00
$525.00
15-30 CLK's
31-60 CLK's
Over 60
450.00 11 J
$640.00 JI $565.00 $390.00
$400.00 l[ $275.00
$400.00
$275.00
$450.00
Intelligence -Led Policing Service Package Annual Fee Schedule
Tier
ILP Tier 1 (Option # 2)
ILP Tier 2 (Option # 2)
ILP Tier 3 (Option # 2)
ILP Tier 4 (Option #2)
ILP Tier 5 (Options #2)
ILP Tier 6 (Option #2)
$14,995.00
$34,495.00
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$59,995.00
$89,995.00
$119,995.00
$154,995.00
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Annual Service Fee Schedule for Image Enrollment (applicable to FaceSearch/LineUp)
5,000 Images
$750.00
Payment of the Service Fee is due thirty (30) days prior to the renewal of the then -current Service Period. All Service
Fees are exclusive of any sales, use, value-added or other federal, state or local taxes (excluding taxes based on
Vigilant's net income) and 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).
Affiliate and Vigilant agree that the number of CLKs issued as of the Effective Date of this Agreement is [Insert
Quantity]. All future additions of CLKs shall only be those as provided for in the definitions provided above.
C. Advanced Service Fee Payments. Vigilant 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, or (ii) prices identified in the original proposal. If Vigilant intends to adjust
the Service Fee for a subsequent Service Period, it must give Affiliate written notice of the proposed increase on or
before the date that Vigilant invoices Affiliate for the upcoming Service Period.
XIV. 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. Confidentiality. 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.
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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
party.
party for any purpose
r
agents of one party shall not be deemed or construed to be the employees or agents of the other
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,cadministrators and assigns. ohing in laims to any other person, fiNmt corporation
sAgreement shall be construed as giving any benefits, rights, remedies or
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,
ent.
erencing
and do not define, limit, augment, or describe the scope,s and not bus me r intent of tss daysmunle s otherwiseAny
time, days or period for performance shall be deemedcalendar day
provided herein.
I. Severability• If any provision of this Agreement shall for any reason be held to be invalid, illegal,
unenforceable, or in conflict with any law of a federal, state, or local government having jurisdiction over this
Agreement, such provision shall be construed so as to make it enforceable to the greatest extent permitted, such
provision shall remain in effect to the greatest extent permitted and the remaining provisions of this Agreement shall
remain in full force and effect.
J. Federal Government. Any use, copy or disclosure of Software Products by the U.S. Government is
subject to restrictions as set forth in this Agreement and as provided by DFARS 227.7202-1(a) and 227.7202-3(a) (1995),
DFARS 252.227-7013(c)(1)0i) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19, or FAR 52.227 (ALT III), as applicable.
K. Right to Audit. Affiliate, upon thirty (30) days advanced written request to Vigilant 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
iting and must be
ed to the
other communications required or permitted to be given hereunder
deemed te in to haverbeen duly given whenr(a)sdelivered
parties at their respective addresses set forth below and shall be
in person; (b) sent by facsimile transmission indicating receipt at the facsimile number where sent; (c) one (1) business
Vigilant Solutions Enterprise License Agreement ver. 2.5
Page 9 of 14
VS initials Affiliate Initials
VIG Y NT
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
ation of this Agreement
receipt requested. All notices and communications regarding defaultor receipt requested. ted Either party may frohmltime
l be
delivered by hand or sent by certified mail, postage pre -paid and return p q
to time change the notice address set forth below by delivering 30 days
advance become etfect o the wother party in accordance
with this section setting forth the new address and the date on white.
Vigilant Solutions, LLC
Attn: Sales Administration
1152 Stealth Street
Livermore, CA 94551
rized
M. Authorized Representatives• Technical Su ort Agents. 's Authorized zed Reporesentatipeei Representatives
for
Support Agents are set forth below (Last Page). Affiliate
Technical Agents are responsible for administering the Software
administering this Agreement and Affiliate's Technical Support time t
its
Products and acting as Affiliate's Software Products support contact. Either
party may
Support Agents inti eech ansge, by
Authorized Representative, and Affiliate may from time to time changeits
Tdelivering 30 days advance notice to the other party in accordance with the notice provisions of this Agreement.
Vigilant Solutions Enterprise License Agreement ver. 2.5
Page 10 of 14
VS Initials Affiliate Initials
IN WITNESS WHEREOF, the parties have executed the Agreement as of the Effective Date.
Manufacturer: Vigilant Solutions, LLC
Authorized Agent: Bill Quinlan
Title: Vice President Sales Operations
Date:
Signature:
Affiliate Organization:
Authorized Agent:
Title:
Date:
Signature:
Approved as to
City Attorney (r
Vigilant Solutions Enterprise License Agreement ver. 2.5
Page 11 of 14
vVIGI
rAi oras
sou NT
Enterprise Service Agreement
Contact Information Worksheet
Please complete the following contact information for your Vigilant Solutions Enterprise License program.
For questions or concerns, please contact Vigilant Solutions' sales team:
sales@vigilantsolutions.com
1-925-398-2079
Vigilant Solutions Enterprise License Agreement ver. 2.5 Page 12 of 14
Enterprise License Agreement Holder
Company / Agency Name:
Company / Agency Type:
Address:
Primary Contact
Name:
Title:
Phone:
Email:
Supervisor Information
Name:
Title:
Phone:
Email:
Financial Contact (Accounts Payable)
Name:
Title:
Phone:
Email:
Technical Support Contact # 1
Name:
Title:
Phone:
Email:
Technical Support Contact # 2
Name:
Title:
Phone:
Email:
For questions or concerns, please contact Vigilant Solutions' sales team:
sales@vigilantsolutions.com
1-925-398-2079
Vigilant Solutions Enterprise License Agreement ver. 2.5 Page 12 of 14
/VLLNT
Exhibit A: Option # 2 ILP Tier Package Components
Part #
Item Description
VS-ILP-1M3RE
ILP Mobile Bundle for Agencies of Up to 100 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
- One (1) 3 -camera mobile LPR system
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 5,000 images
VS-ILP-2M3RE
ILP Mobile Bundle for Agencies of 101 to 200 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
- Two (2) 3 -camera mobile LPR system
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 20,000 images
VS-ILP-3M3RE
ILP Mobile Bundle for Agencies of 201 to 500 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
- Three (3) 3 -camera mobile LPR system
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 50,000 images
VS-ILP-4M3RE
ILP Mobile Bundle for Agencies of 501 to 1,000 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
- Four (4) 3 -camera mobile LPR system
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 75,000 images
Vigilant Solutions Enterprise License Agreement ver. 2.5
Page 13 of 14
vVIGILAor�NT
�ui
VS-ILP-5M3RE
ILP Mobile Bundle for Agencies of 1,001 to 1,500 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
- Five (5) 3 -camera mobile LPR system
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 100,000 images
VS-ILP-6M3RE
ILP Mobile Bundle for Agencies of 1,501 to 2,000 Sworn
Includes:
- Agency license for LEARN SaaS
- Unlimited access to Commercial LPR data
- Five (5) 3 -camera mobile LPR system
- First year of Basic and Standard Service Packages
- LEARN -Mobile Companion
- Mobile Hit Hunter
- Agency license for FaceSearch
- Image gallery up to 200,000 images
Vigilant Solutions Enterprise License Agreement ver. 2.5 Page 14 of 14
Lf {
L 1
Delivered as Promised
Quote For:
Lodi Police Department
ILP - Fixed Revised with tax
Quoted By:
Lehr
Steve Adair
Date: 02-20-18
4,
YinqiuYF'tNT
Be Smart. Be Safe. Be Vigilant.
PROJECT QUOTATION
We at Lehr are pleased to quote the following systems for the above referenced project:
Qty
Item #
Lehr
4707 Northgate Blvd.
Sacramento, California 95834
(P) 916-267-5547
iif
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s a t u r
o
Subtotal Price (Excluding sales tax) $0.00
$1,050.00
Hardware Includes:
r
• Stationary Mount LPR Cameras -Quantity=
iri
awrwrcamflrxn:.afr
Attention:
Lodi Police Department
Date
2/20/2018
Software / Services Include:
Project Name:
ILP - Fixed Revised with tax
Quote Number:
STA-0637-02
• LEARN Software as a Service (SaaS) including:
PROJECT QUOTATION
We at Lehr are pleased to quote the following systems for the above referenced project:
Qty
Item #
Description
(1)
VS -ILP -1 F2RE
Intelligence Led Policing Package w/ (3) Axed LPR Cameras (Reaper) - Up to 100 Sworn
Subtotal Price (Excluding sales tax) $0.00
$1,050.00
Hardware Includes:
• Stationary Mount LPR Cameras -Quantity=
3'Reaper'LPR Cameras
o Power over Ethernet (POE) LPR cameras w/ Integrated processors
o Lens configuration to be confirmed by customerattime of order
Software / Services Include:
• CarDetector Fixed LPR Software for LPR
server
• LEARN Software as a Service (SaaS) including:
o LEARN Data Analytic Tools
o Unlimited Commercial LPR data Access
o Hosting, data and system managementofLPR 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 galleryof up to 5,000 images
Subtotal Price (Excluding sales tax)
$14,995.00
Qty
Item #
Description
(1)
TAS -UL
Target Alert Service - LPR Alert Delivery Software - Unlimited User
• Real Time LPR notification and mapping software sends LPR alerts to any in -network PC
• Send Alerts over any communication protocol including LAN, WAN, internet wireless, etc.
• Server Client software compatible with all Vigilant CDFS applications
Subtotal Price (Excluding sales tax) $0.00
Qty
Item #
Description
(3)
VS -FX -UNI -POLE-
WALL-BRKT_REV B
Fixed LPR Camera Bracket
• Pole or Wall Mount - UPR ARM ASSY POLE & WALL MOUNT BLK REV B
Subtotal Price (Excluding sales tax)
$1,050.00
Page 1 of 2
Qty
Item #
Description
(1)
Fixed POD WIFI
Fixed camera communication box
• Nema4X
• 4G Modem
• Tough switch
• Power supply
• Mounting Hardware
Subtotal Price (Excluding sales tax) $2,900.00
Qty
Item #
Description
(3)
SSUPSYS-COM
Vigilant System Start Up & Commissioning of In Field' LPR system
• Vigilant technician to visit customersite
• Includes system startup, configuration and commissioning of LPR system
• Applies to mobile(1 System)and fixed (1 Camera) LPR systems
Subtotal Price (No sales tax) $2,625.00
Qty
Item #
Description
(1)
Tax
Tax @ 7.75%
Subtotal Price (sales tax) $1,468.24
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. Start Up and Training services are exclusive of travel costs - Cost to be borne BY OTHERS.
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. Compliance to local codes neither guaranteed nor implied.
9. Lehr is a Sole Source provider for Lodi Police Department
Quoted by: Steve Adair - 916-267-5547 - steve@lehrauto.com
Total Price (Including sales tax)
$23,038.24
Page 2 of 2
RESOLUTION NO. 2018-28
A RESOLUTION OF THE LODI CITY COUNCIL AUTHORIZING THE
CITY MANAGER TO EXECUTE AN AGREEMENT WITH VIGILANT
SOLUTIONS, OF LIVERMORE, FOR LEARN SOFTWARE;
APPROVING THE PURCHASE AND INSTALLATION OF AUTOMATED
LICENSE PLATE READERS FROM LEHR AUTOMOTIVE; 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 the 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, the LEARN software is currently being used by the department and the
database subscription will renew the current services for the vehicle ALPR system, as well as
add the software for new stationary cameras; and
WHEREAS, the department will place the stationary camera system near the Sunwest
Village Shopping Center in the southwest side of Lodi; and
WHEREAS, staff recommends authorizing the City Manager to execute an agreement
with Vigilant Solutions for LEARN software, approving the purchase and installation of
automated license plate readers from Lehr Automotive, and authorizing future purchases up to
$30,000.
NOW, THEREFORE, BE IT RESOLVED that the Lodi City Council does hereby
authorize the City Manager to execute an agreement with Vigilant Solutions, of Livermore,
California, for LEARN software, and further authorizes the purchase of ALPR equipment and
installation by Lehr Automotive in an amount not to exceed $23,038.24; and
BE IT FURTHER RESOLVED that the City Council hereby authorizes an annual LEARN
subscription in the amount of $7,500; and
BE IT FURTHER RESOLVED that the City Council hereby authorizes future ALPR
equipment purchases if funds become available through the general fund, Public Works Transit
grants, and community donations, in an amount not to exceed $30,000.
Date: March 7, 2018
hereby certify that Resolution No. 2018-28 was passed and adopted by the Lodi City
Council in a regular meeting held March 7, 2018, by the following vote:
AYES: COUNCIL MEMBERS — Chandler, Johnson, Kuehne, Mounce, and
Mayor Nakanishi
NOES: COUNCIL MEMBERS — None
ABSENT: COUNCIL MEMBERS — None
ABSTAIN: COUNCIL MEMBERS — None
■• N\
S NIFER FERRAIOLO
City Clerk
2018-28