HomeMy WebLinkAboutContract 53207 Nsv
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Enterprise Service AgreerrteAt (ESA)
This Vigilant Solutions Unterprise Service Agreement (the 'Agreement") is made anal entered Into as
of this I I Clay of December, 2019 by and between Vigilant Solutions, LLC , a Delaware corporation, having its
principal place of business at 1152 Stealth Street, Livermore, CA 94551 ("Vigilant")
and The City of Fort Worth , a law enforcement agency(LEA) or other governmental agency, having its principaf place
of business at 200 Texas St, Fort Worth,TX 76102. ("Aff#lilate"),
WHEREAS,Vigilant designs, develops, licemses and services advanf-ed video anafysis software technologies
for the law enforcement and security markets;
WHEREAS,Vigilant provides atress to license plate data as a value•added component of the Vigilant law
enforcement package of license plate rgcogn[tion equipment and software;
WHEREASr Affiliate will separateiy purrhase License Plate Recognition (LPR) hardware components
from Vigilant anti/or its authorized reselier for use with tale Software Prodnets (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 end Vigilant
hereby agree as Follows-
1, Defnitions:
"Booking Images" refers to bath LEA Booking Images and Commercial Booking Images.
"C,i15 Security Policy"means the FBI US Srscr,rlty Policy document as published by the FBI CJIS information Security
Officer.
"UK" or"Camera License Key" means oin electronic key that will permit each license of Vigilant's CarDetector hrand
LEIS software ar LineUp brand faclal recognition software (one f tK pur carnera)to be used with other Vigilant approved
and lltensed LPR hardware components (i.e., cameras. and other hiafdvware components provider! by Vlgliant or
provided by a Vigilant certified reselling partner that has authorlty from Vigilant to-deliver such Vigilart-authorized
components) and 5uftware Products. CLKs shall be not issuable and if issued In error shall be removed and immedlately
T€ndered null and void for cameras 5nd ether hardware components that are not Vigilant-authorized cameras and
other hardware camponents or are delivered to Affiliate by another vender that Is not a Vigilant certified reselling
partner.
"Commercial Goafdng Images" refers to images.collected by ct)m nercial sources and available on LEARN with a paid
-subscription.
"Commercial LPR Data"refers to LPR data collected by private sources and awd[6ble or}LEARN witty a paid subscription,
"Criminal Justice Information Services Division" or "CJIS" means the FBI division responsibl` for the rglk-,4Gticrn"
Warehousing, and timely dissemination of relevant CJi to the I gl and to quallfred law erlforcarnen ;c'rJrpMmal J4astFce,
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civilian, academic, employment, and licensing agencies.
"Effective Date" means sixty �f0J days subse 4ucnt to the date set forth in the first paragraph of this Asreeme11f.
"Enterprise License" means a non-exclusive:, non-transferable licun-4e to inst-all and operate the Softworee Products, on
applicable media provided by Vigilant or► iigilant's certified reselling partners.This Enterprise Service Agreement allows
Affiliate to install the Software Products on such devices, in accordance wlkh the selected Service Package?js},and ail low
benefits of all rights granted hereunder this Agreemenf.
"LEA Booking fmagee refers to images collected by LEA$ and available on the Sultware Service for use by other LEAS.
LEA Booking images are freely available to LFAs at no cost and are governed by the contributing LEA's policies.
"LEA LPR Wte refers to LPR data cnHecked by Li Ai" and avallab#e an LEARN for use by other LEA. . LEA LPR Data iS
freely available to LEAS at no cost and is governed by the contributing LEK,3 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 Packages benefits according to Sertion V1II of this Agreement.
"Service Package" means the Affiliate deslenated service aption(s) which defines the extent of wse of the Software
Products, in conjuriction with any service and/ar benefits therein granted as rlghts hereonder this Agreement.
"Servlce Period" has the rneanIng set forth In Section II I jA)of this Agree rnerit.
"Software Prerduc&' means Viglia€rs Law Enforcement & Security suite of Software Products including CarDetector,
Law Enforcement Archival & Reporting Network (LEARN), RlateSeareh, Mobile Companion for Smartpbanes, Target
Alert Service (TAS) seNer/client alerting package, J=aceStarch, Einatip, and other software applications considered by
Vigilant to be applicable for the bene}fit of law enforcement and security practices. Software? Products shall only be
permitted to functfoo on approved Vigila rrt cam e ras and other hardware components proviided by Vlgliant 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 tf found to be operaking on third-early provided hardware
components Software Products shall be promptly removed by Afflliarte.
"Technical Support Agents" rru�ans Affiliate's staff person speclfled In the Contact Information Warksheet of this
Agreerr;erA responsible for administering. the Software Products and acting as Affiliate's Software Products suppdrt
COntaCtr
"User License" means a non-exciusiVe, nvn-transferable Ilcense? to install and operate the Software Products, on
applicable media, IEmited to a single licensee.
"USe!'Sx' refers to individuals who are agents anti/or sworn of#lce�s of the Affiliate and who are authorized by the
Affillate to access LEARN 00 behalf of Afflliate through login credentlals provided by Affiliate.
II, Enterprise License Grant; Duplication and Distributlon frights;
Subject to the term&and conditions of this Agreement,ViCHant hereby grants Affiliate an Eriterrprlsi� License to the
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Software Products for theTerm provided in Section III below. Except as expressly peropitted by this Agreement,AffillatP-
or airy third party acting an behaif of Affiliate shall nit copy, modify, distribute:, lair), lease, resell, subiicense or
otherwise transfer any right In the Software products. Except as expressly permitted by this Agreement, no other rights
are granted by implication,e5loppels nrotherwise.Affiliate shall not eliminate,bypass,or In any way alter the copyr%ht
screen (also known a5 the ' plash"screen)that may appear when Software Products are first sfamed on any computer.
Any use or redistrlbuticn of Software Products in a manner nut explfcltly stated in this Agreement" or not agreed to in
writing bV Vigilant. If,strictly prohibited.
Ill, Term;Termination.
A. Term, The Initial term of this Agreement is for one 11)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 invoke for the Service Pee dire for the subsequent
twelve (12) month period (each such period, a "5ervice 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 Perlod, as the case may be.
Pursuant tx)Sec tlocr XIIi below, Affiliate may also pay in advance for more than one Service Period,
B. Affiliate Terpninatlan_ Affiliate may terminate this Agreement at any time by. notifying Vigilant of the
termination in writing thirty (30) days prior to the terminatlan date and deleting all caples of the Software Products. if
AffWatt terminates this Agreement prior to the end of the Initial Term, Vigilant+will not refund of prorate any license
fees, nor will it reduce or waive any license fees stilt awed to Vigilant key Affiliate. Upan terrrtlna tip n of the Enterprise
Ucense, Aff€Bate shall immediately cease any further use of Software Products Affiliate may also terminate this
agreement by not paying an Invoice for a subsyequent year's Service Fee within sixty(60) days of invoice Issue date.
C Vigilant Termination. Vigllant has the right to terminate this Aereemerlt by providing thirty (30) days
written notice to Affiliate. if igilant's termination notice Is based on an alleged br'earsh by Affiliate, then Affiliate shall
have thirty (30) days from the date of its receipt of Vigilant's notice of termination, which shell set forth in detail
Affiliate's purported breach of this Agreement, to cute the alleged breach. if within thirty i3d)days of written notice of
violation from Vigilant Affiliate has not reasonably cured the described breach of this Agreement Affiliate snail
immedlately dlscantinue all use of Softywrare Products and cettIfy to Vigilant that It has returned or destroyed a[I copies
of Software Products In Its possession or control. If Vigilant tarnninates this Agreement prior to the end of a Serape
Period for breech, no refund for any unused Service lees 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 legs paid by Affiliate for the then-current Service Period by the percetitage resulting tram dividing the
numher of days remai ing In the then-currerit Service Period, by 365.
IV. Warranty and Disclaimier;-lni«rtngement Protection; Use of Software Products Interface.
A. Warranty-and Disclaimer, Vigilant w,earf`ants that the Software Products Will be free from all Significant
Defects (as defined below) during tile* term of th15 Agreement (the* "Warranty Period"). "Significant Defect° rnaans a
defect in a Software Product that lrnpedes the primary function of the Software Product.This warranty does not include
products not inanufactured by Vteilaen. Vigilant will repair or reptac2 any software Product w1th a Slgeelflr-ant Defect
durlog the Warranty Period; provided, however, if'VigHam canriot suhstantially correct a Significant Defect In a
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cornmerclally reasonable manner, Affiliate may terminate this Agreement and Viigiiant shall refund ta. Affiiliat- an
amount calculated by multiplying the total amount of Service Fees paid by Affiliate for the then-current 5er*e Pedod
by the percentage resuItingfrom dividing the number of days remaining 3n the then-current Service Perlod,by365-The
foregoing remedies are Affiliate's exclusive remedy far defects in the Software Product. Vigilant shall not be
responsible for labor charges far removal ar reinstallation of defective software, cha roes for transportation, 541ppilrug
or handling loss, unless such charges are due to Vigilant'sgross negligence or intentional misconduct. Vigilant disclaims
all warranties, expressed or implied, Including but not limited to implied warranties of merchantability and fikne5s for
a particular purpose. In no event shall Vigilant be liable for any.damages whatsoever arlslnC om of the use of, or
Inability to use, the Software Products.
13. 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 suth claim, if Affiliate's use of any portion of the Software
Products a documentation Provided to Affiliate by Vigilant in connection with the Software Products is enjoined by a
court of competent jurisdiction, Vigilant skull do one of the following at its option and expense wRbin 5iyty AGO) days
of Such enjoinment:(1) Procure for Affiliate the right to use such in inging purtlon; (2) replace such infringing portion
with a non-infringing portion providing equIvalem functionality;or(3) madify the infringing portion so as to eliminate
the infringement while providing equivalent functionality,
C. Use of Software Products interface, Under certain circurnstances, it rriap be dangerous to operate a
moving vehicle while attempting to operate a touch screen or laptop screen Arid arty of their applications. It is agreed
by Affiliate that Affill ate's users will be Instructed to only utlliae the interface to the 56ftware Froduas at times wherF
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 operatirxg a moving vehicle.
V. Software Support,Warranty and Maintenance.
Affiliate will receive technical s4Ppport bV suhmittilno a support ticket to Vigl Ian t's company support webslte or by
sanding an email to Vigilant's support team. Updates, patches and bug fixes of the Softtware Products will be trade
available to Affiliate at no additional charge,a[though charges may he assessed if the Software Product is requested to
be delivered on physlcai media, Vigilant Will provide Software Products support to Affiliate's Technical Support Agents
through e-mail,fax acid telephone,
Vt. Camara License Keys(CM),
Affiliate is entitled to use of the Software Products during the term of this ASreement to set up anti install the Software
Products on an unlimited number of media centers within Affillate's agency in accordance WUh M-Iected Service
Options. As Affiliate Installs additional units of the Software Products and connects them to LPR cameras, Affiliate is
required to obtaln a Camera License Key (CLK)for each Amer$installed and considered In active service. A CLK can he
obtained by Affiliate by going iib Vigllant's cornparty support webskte and eDmpleting tine online request form to Vigilant
technical support staff_ WIthirk twa (ZI business days of Affiliate's applikattvn for a CLK Affiliate's Technical Support
Agent will receive the requested CLK that is set to expire on the I�st day of the Initial Term arthe then-current Service
period, as the Lase may be.
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VII. ownership of Software.
A. Ownershira.of Software Products. The software Products are copyrighted by Vigilant and remaln the
property of Vigilant. 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 retains title and ownership
of the Software Products and all other materials included as part of the Software Products.
8. Rlnlrts in Software Products. Wgilant represents and wwrar,ts that: (1) it has title to the Software and
the authority to grant kcens2 to use the Software Products, (2) It has the cofiporate power and authority and the legal
right to grant the licenses contemplated by this Agreement; and (3) it has not and will riot 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.
vtif. Date Shar-Ing, Access and Security,
If Affiliate is a generator as well as a consumer of LPR Data and or LEA Booking Images, Affiliate at Its option may share
its LEA LPR Data and or L-=A Booking Images wlth similarly situated LEAS who contract with Vigilant to access LEARN
(for example, LEAS who share LEA LPR data with other LEM). Vigilant will not share any LEA LPA Data or LEA Booking
Images generated by the Affiliate without the permission of the Affiliate.
Vigilant has implemented procedures to allow for adherence to the FBI UIS SecurFty Policy, The hosting facility utilizes
access control technologies that meet or exceed 015 requirements. In addltion, Vigilant has lnstalied and corifigured
network intrusion prevention app4ances, as well as ensured that the configuration of the Microsoft environment
adhere to the Windows Server Security Gulde.
IX. Ownership and use of Data.
Vlgtiant reteiris ail title and rights to Commerclal LPR Data and all Cammeficlal Booking Images. Users shall not utifiae
Commercial l_PR Data or Commercial Booking irnages on the behalf of other localr state or Federal LEAS. Affiliate retains
ail rights to LEA LPR Data and LEA Booking Images generated by the Affiliate. Should Affiliate terminate agreement
with Vigilant, a copy of all LEA LPR Data and LEA Booking images generated by the Affiliate will be treated and provided
to the Affiliate, After the copy is-created, A LtA I-PR Data and LEA Booking lmag25 generated by the Affiliate will be
deleted front LEARN at the wetten request of an authorized representative of the Affiliate or per the Affiliate's
designatad retention policy, whichever occurs firer. Commercial LPR Data, Cornmercial Booking Images, LEA 1.PR Data
and LEA Booking Jmages should he used by the Affiliate for law enforcement purposes only.
X. Loss of Data, Irregularlites and Recovery.
Vlgllartt places Imperative priority on supporting and maintaining data center Integrity, Lasing redundant dill€arrays,
there is a virtual guarantee that any hard disk failure will not result In the corruption or Loss ol"the valuable l_Pft data
that i,%essuntial to the LEARN system and clients_
KI. Data Retention and Redundancy,
LEA LPR Data and LEA BoukIng Images are governed by the cantrlhuting I.Ws. retention policy, LEA LPR Data that
reioches Its expiratlon date MR be deleted from LEARN. Vlgilant's use of redundant power sources, fiber cor+nectivity
and disk arrays ensure oo less than 99% Lrptirne of the LEARN l_PR datatrase server system.
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itIl. 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 arty individual based on such person's
fMure to satisfy such eligibility requirements. User loglns are restricted to agents and sworn officers of the Affiliate.
No User logins may be provided to agents or officers of other local,state, or Federal LEAS without the express written
cansent 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 (fine per user account), A limited number of User
accounts Is provlded. Affillate will cause the Users to maintain username and paxsw6rd credentials confidi!wtlal and
will prevent use of such usernarne and passwurd Credentials by any unauthorlxed person(s). Affiliate shall notify
Vigilant ImrnedlateN ll'Affiliate believes the Password of any of its Users has, or may have, been obtained or used by
any unauthorized persanis). In addition, Affiliate must notify Vigilant irnrnediateGy if Affiliate becomes aware of any
other preach or attempted breech of the security of any of its Users' accounts.
C. 0I5 Reguirements. Affiliate certifies that its LEARN users shall comply with the CAS requirements
outlined in Exhibit J3,
XItI. Service Package, Fees and Payment Provlalons.
A. Aerlice Pact Rge.This Erterprlse License Agreement is based on one (I) of the three (3)follow log Serwite
Package Options. Please select one 11) Service Package below.
Service PackW - Basic OR Service Packag:
o Vigilant Ma riagedf Hosted L.PR server LEARN Alcwunt
* Access to all Vigilant software lncfuding all upgrades and updates
Unlimited user I ice nslog for the fol[owl og apptica tin ns;
o LEARN, CarDetector and TAS
[ Service Package-0ptIon 9 1 —Standard OR Service Package;
III BasFc tiervice Package benefIts
■ Unlimited use of CarDetector,Mobile Hit Hunter(CDIVIS-fVIHH)
41 kJnlIrnited use of Vigi[ant's LPR Mobil le Companion smartphone application
El Service Oacicage -OpFlort# 2 ='lrAtelNexence-Led Polling tILff Service Parke;
• Ail Ser0ce Package 0prilon# i ben ents
• Nubile LPlt ha rdware up to [eveI of Tier(see Exhibit A)
* Use df Vigilant Faclal Itecognil ion terlinDiogies up to level of Tler
■ FaceSearch Account
FaceSearch Mobile Companion
T0mpIates u P to Iimit fur FaceS�-.arch Account (details in Exhibit A)
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151 LAP-IT
Tiered based on size of department(Tier 1Al up to 50 sworn officers Tier 1 up to 100 sworn officers,
Tier 2 up to 200 sworn officers, Per 3 up to 500 sworn officers, 'bier 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 entities Affiliate to all rights granted under this Agreement,
including without limitation, use of the Software Products for the relevaot 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 remaln current and enable the hest possible perforrnanGe. The annual Service Fee due Fora
particular Service Period is haled on the number of current:Vigilant Issued CLIK's at the time of.Service Fee invoicing,
anal wh1rh will tre used by Affiliate in the upcoiniAg Service Period. A schedule of annual Smice Fees is shown below;
Annual Service Fee Schedule (muittplied by number of CLK's Issued)
Total##of CLK's udder this FAA Y 0-14 CLK's _ 15-30 CLK's 31-60 CI_It's Over f0
6aslc Service $525,00 04} $40O.Oo $275,00
Standard (Option#11 750M $"0.00 r $%5.p0 $390.00
ILP Subscriber CLK RenewaT Fees _ $525.00 $450.00 $400.DOIF 275.00
Intelligence-Led Policing Service package Annual Fee Schedule
Tier - � � ILP Annual Fee
ILP Tier X (Option #2 $14,995,00
ILP Tier 2 (Option #2) $34,495.00
ILP Tier 3 {Option t# Y LLI $59,995.00
ILIA Tier 4 (Option 92) � $89,995.0() �LJ
ILP Tier S (Optians#f2) $119,995,I1{l
ILP Tier 6 (Option 42) $154,995.00
Annual Service Fee Schedule for Image Enrollment(applicable to FaceSearchJLineUp)
5,000 Images� $750110.
Payment of the Service Fee is due thirty (30) days prior to the renewal of the then-r-wrent Service Period. All Service
Fees are exd.uslve of any sales, use, va{rie-added or other federal, state or local taxes (excluding taxes based on
Vigilant's net incorne) and Afttiate 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) Tler packages, the Tier arnount.Is due for
subsequent periods and Basic Service CLK fees are due for ail cameras from pre►rlous periods (this It.In addition to the
Annual Subscription Fee).
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VIGILANT
Affiliate and VIgilent agree that the number of CLKs Isst4od as of the Effective Date of this Agreement is [Insert
Quantity]. All future additions of CLICs shall only be those as provided fvr in the definklons provided above,
C. Advanced Service Fee Payments, Vigilant will accept advanced Service Fee payments Dn a case by
cane basis for Affiliates who will} to Ipck in tie 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:, advanced payments to
Vigilant will be applied In full to each subsequent Service Perlod`s Service Fees until the balance of the credits is reduced
to a zero balance. System based advanced credits shall be appiied to subsequent Service Fans in the amount that
entitles Affiliate continued operation of-the designated camera unit systems for the following Service Periad until the
credits are reduced to a taro balarme.
D_ Price Adiustmem.Vigilant has the right to increase or decrease the annual Service Fee from one service
Period to another; provided, however, that in na event will a Service Fee be increased by more than 4% of the prior
Service Period's Service Nees. 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 ifivoices Affiliate for the upcoming servke
Period.
XIII. Miscellaneous.
A. Limitatfan of Liability. IN No EVENT SHALL VIE;ILANT 8E LIABLE FOR ANY INDIRECT, INCIDENTAL,
SPECIAL, CONS FQUENTiAL DAM AC5ES IFtCLUDING DAMAGES FQR LOSS OF USE, DATA QR PiiOEiT, ARIS#NG OUT OF 0R
CONNECTED WITH THE USE Of THE SOF FWARE PRODUCTS, WHI TWER 13ASED ON CONTRACT, TORT, fr VGLIGENt;E+
STRJCT LIABILITY OR OTHER ISE, EVEN IF VIGILANT HAS I31!EN ADVISED OF THE POSSIBILITY DF DAMAGFS5 IN NO EVENT
WILL VIGILANT'S LIABILITY ARISING OUT OF OR BELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY AFFILJATi TO
VIGILANT FOR THE SOF FWARE PRODUCTS LICENSED UNDER TH IS AGREEMENT.
8, Confiidentiality. Affiliate ar=kno ledges that Software Producs conwin v,�luabiI6 and pfvprletar'y+
information of Vigilant and Affiliate will not disassemble, decornplle or reverse engineer any Software Produm,to gain
access to con fldentiai information of Vigilant,
C, AssPgpnment, Neither Vigilant 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_ Arnendment; Choice of Law, No arnencirnent or modification of this Agreement shall be effective
unless In writifiB and signed by authorized represeraotives of the parties, This Agreement shall be governed by the laws
of the state of Texas without regard to Its eonfll{ts of law. Venue for any suit bmught under the Agreement shaII be in
a court of competent Jurisdlctlon in Tarrant County; Texas.
F- Cornalete Agreement. This Agreement constitutes the final and complete agreement between the
partles with resptt#to the subject matter hereof, acid supersedes any prior or contemporaneous agreements, written
or oral, with respect to such sQbOct matte',
F, fteiatianshlo. The relationship created hereby is that of contractor and customer and of licensor and
Affiliate. Nothmg herein shall be construed to create a partnership,juInt venture,er 4gericy relation511lp between the
parties hereto. Walther party shall have any authorlty to enter into agreements of any kind on behalf of the Cher and
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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 an
behalf of any third party.
G. No Rights In Third Parties- This agreement is entered into for the sale benefit of Vigllartt and
Affiliate and their permitted successors, executors, representatives, administrators and assigns. Nothing In this
Agreement shall be construed as giving any benefits, rights, mmedles or claim!;to any other person,firm, corpoTation
br other entity, including,without limitation, the general p0iic or any member thereof, or to authorize anyone nor: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. Constmctigrr. The headings used in this Agreement are for converdence and ease of reference only,
and do not define, limit, augment, or describe the scope, content or intent of this Aigfeement. Any term referencing
time,days or period for performance shall be deemed calendar days and not business flays, unless otherwise expressly
provided herein.
I, . if any provision of this Agreement shall for any reason ba held to be invalid, Illegal,
unenforceable, or In cbnllict with any law of a federal, state, or local government having xuOsdictlon over this
. Agreement, such provision shall be construed sa as W make it enforceable to the greatest extent permitted, such
provision shall remain in affect.to the greatest extent permitted and the remaining provisions of this Agreement shall
remain to full force and effect,
J. Fpdera.l_Government. Arry use, copy or dli5da5ttre 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 25Z.227-7013(c)(1)(ii) (Oct 198B), FAR 12.212(a)(1995), FAR 52.227-19,or FA it 52,227 (ALT lot), as applloable.
I{. Right to Audit, AffMate, until the expiration of Wee(3)years after final payrnent Linder the Agruament,
and upon thirty (30) clays advanced written request to Vlgilant, shall have the fight to investigate, examine,and audit
any..and all necessary non-ffnanclal backs, papers, documents, records and personnel that partair; to this Agreement
and any other Sub Agreements Vigilant agrees that City shall have access during normal working hours Will necessary
Vigilant facilities and shall be provided adequate and appropriate workspace In order to conduct audits In compliance
with the provisions of this section.
L. 1400ces: Authorized Rev resentatlVes, Technical SuppW Agents. All notices, requests, demands, or
other communications required or permitted to be given hereunder must be In writing and must he addressed to the
parties,at their respectIve addresses set forth being and shall he deemed to have been duly given when (a) delivered
in person; (b� sent by facs.lmlla transmisslan indicating receipt at the facsimile nvtnber where sent; �c) one(1) business
day after being deposited with a reputable overnight air vourier service; or (d) three (1) huslness days after being
deposited with the United Stales postal5ervice, fordellvery bycertffled or registered mall,postage pre-paid and return
receipt requested. All notices and comrnutkications regarding default or termination of this Agreement shall be
delivered by hand ur sent by certified mall, postage pre-paid and retort receipt requested. Either party may franc time
to time chartge the notice address set#orth below by delivering 30 days advance notice to the other party In �ccardance
with th is.seetion setting forth the new address and the date on which it will became effertl,we,
1111.E 15..+4.I�r 7
Vigdlent 5o4utfons, LLC Affiliate:
Attn.Sales AdminNtration Attrr:
1152 Stealth Street Address:
Livermore, CA 94551
PVi. Aukhorizetl F<edfeseTtitatly s; Technical Support Agents. Affiliate's Authorized Representath+es and fts
Technical Support Agents are set forth below in the Contact lnformatlor4 Worksheet_ Affiliate's Authorized
Representative is respopnsible for adminMering this Agreement and Affiliate's Technical Support Agents are respnnsdlle
for administering the Software Products and acting as Afhliatf!'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, Err each case, by delivering 30 days advance notlre to the other party In accordance with the notice
provisions of this Agreement.
N. Facial Recognition Image Integra tiy , Aftlliate may elect,at Tts sale dGscreYion, to have Vigilant enable
the ability for the Affiliate's existing facial recognition Images to be Imparted into Its FaoeSaarch galterv, Thls pracess
requires some reformatting of tho data for Gompatibiiity. The data remalln property or the Affiliate, is maintained
according to the retentlon palicy set by the Affillate and Is shared to other agendi-5 under the Tuley defined by the
,affiliate, This service is at arr add Itionat co-it. Vigilant uses a thirdFparty service from The Center i:or Law Entorcement
Technology, Training, & Research, Inc. JLS f M) to deliver this service. If the Affiliate elects to use ON service, it
achnuwledges that The Center for Law Fnforct Tment Technology, Training, & Research, Inc. a non-profit, 501(c)(3)
corporation, workipg under contract with Vigilant and acting on behalf of the AffRiate, will perform the described
servioas for law enforternent information ii�aring purposes.
ACCEPTED AND AGREED:
CITY OF FORT WORTH CONTRACT COMPLTANCE MANAGER.,
By signing [ acknowledge that 18111 the
person responsible fbi- the monitoring and
administration arthis contract, including
By: ensuring alI performance wid reporting
Name. Kevin Gunn r•egiirernents.
Tit Ie: Assis#ant City Managor
By.
A-PPROVAL RECONP4EIgDED: Name: I,eah Half
Title: Sr. IT Sol utiuns Menagcr
APPROVED AS TO CORM AN
Irv. LEGALITY.
Name: Roger fight
Title: Interim IT ulutions Director
C3}+•
ATTEST: - Marne; Jo r� 4rctrg
Title. Assistant City Attorney
By: ht C: 19-0285
1nmc: J. a r Date Aoprove€i: 11/0512019
Title: City.Secretary
;5 Femi 1295 Certii:Icatinn o— DI9-5 9358
3
Vigilaw Sulw worts, LLC
13y, {
Name,: Bii uinlau
Tat1e, Vice President, Sales OperatIons
5ffyOFFICIAL RECRETARY
�
VIG;LANT
Enterprise Se vlre Agreement
Contact Information Workshe4a
Please complete the following contact information for your Vlgalant Salutfong Enterprise License program.
Enterpelse Lfcense Agreement Holder
Company Agent-V Marne City of Fort Worth
Corn panyf Agency Type, MunicApalGoverment
Address: 200 Texas Street
Fort worth, Texas 76102
Primary Contact
Name, Leah Htiff
Title; Sr. IT Solutions ManageF-PMO Phone: 817-392-8235
Ernail; Lea hMuff a@fort orthtexas.gov
Supervisor Information
Name: Matk Deboer
Title; Interim Assistant Director- IT Solutions phone; 817-392-8592
Email: Mark.Qeboeo@fortwo rthtexas.pv,
Financial Contact(Accounts Payable)
Larne: Accounting DIOMon
Twe. Administration Plane: 917-392-8185
Er+iall:
Technical Support Contact# 1
I�amo:
Title: Phone,
I=mall:
Technlcal Support Contact R 2
Name
Title- IPhone:
Email:
For questions or corlcerns, please corA CLV larrt Solutions`gales teem:
s�ie�Ivi�i�art�S ulut f�rw�,rcxFr1
1-92�398-207-q
i .
11GII.AIgr
Exhibit A:Option #k 2 ILP Tier Package Companents
Item Description
ILP Bundle for Agencies of Up to 100 Sworn
Includes:
-Agency license for LEARN SaaS
Unlimited acct-5s to Commercial LPR data
-One f I) 3-Carner8 Mobile LPR System
-First year of Basic and Standard Service Packages
-LEARN-Mobile Companlon
Mobile Flit Hunter
--Agency license for FaceSeareh
-Image gallery up to 5,000 images
ILP Bundle for Agencies of 101 to 200 "Sworn
Includes:
Agency license for LEARN SaaS
LlrilimAed arcess to Commerclel LPR data
Two (2)3-CEimera i 13bile LPR Systems
First year of Basic and Standard Service Packages
- LEARN-Mobile Companion
Mobile Hit Hunter
-Agency license for FaceSearch
-Image g,alfery tip to 20,000 Images
ILP Bundle far Agencies of 201 to 500 Sworn
Includes:
Agency license for LEARN SaaS
Unlimited access to Commercial LPF data
Three (3) 3-Camera Mobile 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
ILP Bundle for Agencies of 501 to I,GDO Sworn
includes:
Agency license1w LEARN!SaaS
Unlimited access to Commercial LPR data
Four �4) 3-Camera Mobile LPR Systems
- Ffmt year of Basic and Standard Service Packages
C EARN-Mohiie Companion
- While Hit Hunter
-Agency license for FaceSearth
Image gallery up to 75,000 lmsges
VIPZJL NT
ILL Bundle for Agent#es of 1,001 to 1,500 Sworn
Inciud ,�.
Agency license fof LEARN SaaS
- Unlimited access to Commercial LPR data
-Four J#) 3-Camera Mobile LPR Systems
-First year of Basic and Standard 5ervic:e Parakager,
- LEARN-Mobile CompaMtion
- Mobile Hit Hunter
Agency license for ivaceSearch
image gallery up to 100,000 Images
ILP Bundle for Agencies of 1,501 to 2,OQO Sworn
Iofludes:
-Agency Nrense for LEARN Saa5
-Urttlrnited access to Commef-Oat LPR data
-Five (5) 3-Carnera Mnbi#e LPR Systems
-First year of Basic and Standard Service Packages
-DARN-Mobile Gompaniun
-Moblie Hit Hunter
-Agency 11cense for FaceSeat-cll
-Image gal#efy Up To 200,0D0 Images
i
/
Exhibit R; 015 requirements
Vigilant and the Affiliate agree ofi the importance of data security, integrity and system availability and tl,iat these
security objectives wlfl only be achieved through 5#fared responsibllfty. Vigilant and the Affiliate agree they wlll more
likely be successful with information security by use of the Vigilant supplied technical controls and client Affiliate use of
those controls; In conjunction with agency and personnel policies to protect the systems, data and privacy.
Vigilant and the Affiliate agree that Affiliate owned i rnd FBI-01S supplied data Jn Wgilant systems does not meet the
definitlon of FBI-CBS provides! Criminal Justice Information (C.il), Regardless, Vigilant agrees to treat the Affiliate-
supplied information In Vigilant systems as CJL Vigilant will strive to meet those technical and adminktrative controls;
ensuring the tools are in place for the proper pratertlon pf systems, information and privacy of individuals to the
greatest degree possible,
Vigilant and the Affiliate agree that Informativn obtained or incorporated i6to Vigilant systems may be associated with
records that are sensitive in mature having,tactical, Investigative and Personally identifiable information, As such, that
inforrnatlon will be treated In accordance with applicable Taws, policies and regulations governing protection and privacy
of this type of data.
Vigilant and the Affiliate agree that products and services offered by Vigilant are merely an Investigative tool to aid the
client in the course of their duties and that Vigilant make no claims that direct actions be initiated based solely upon the
infor nation responses or aaMytical results. Further', Vigilant and the Affiliate agree that the Affiliate i5 ultimately
responsible for taking the approprlate adlom from results,hits, etc,generated barVf-,ilant products and requlre oogoing
training, human evaluative, verifying the accuracy and curvonLy of the information, and appropriate analysts prior to
taking any action.
As such, the partle5 agree to do the following:
Vigilant:
1. Vigilant has established the use of FBI-CJts Security Policy as guidance for implementing technicat securlty
controls In an effort to meet or exceed those Policy requirements.
2. Vigilant agrees to appolnt a CHS Jnformation Security Officer to act as a conduit to the client Contracting
Government Agency, Agency Coordlrtator, to receive any securlty policy information a?rd disseminate to the
appropriate staff,
3, Vigilant agrees to adhere to FBI-CTS Security Policy Awareness Truining and PersonniO Screening standards as
required by the Affiliate,
4. Vigilant agrees, by defavlt, to classlfy all client supplied data and information related to silent owned
infrastructure, information systems or comMunicationt.systems as"Criminal Justice data'. All client information
will be treated at the highem level' of confidentiality by all Vigilant staff and authorized partners. VlgiNint has
soppartlog guidance/policies for staff Dandling the fswll life cycle of information In phKicaI or eiectronlc form and
has acccvmpmtying disciplinary procedures for unauthorized access, ml5we or mishandling of that Information.
5, Vigilant W11 not engage In data raining,corn merclal sa✓ ,ug4uthorI44sd access and/or use of any of Affiliate owned
data.
6. Vigilant and partners agree to use thelr formal cyber Ipr-lder;t response Plan if suc4 eveiIt otc uM.
VV1CiILAf
7. Vigilant agrees fa Immediately inform Affillate of any cyber Incident or data breach, to Include MUDS, lvtalware,
Virus, etc. that m4y Impact or harm client date, systems or aperatlorss so proper analysis can be Performed and
iAllent Incident Response Procedures can be Initiated.
S. Vigilant will ❑nhy allow authorized support staff to ar-ceris the Affiliate's account or Affiliate data in support of
Affiliate as permitted by the terms of contracts,
5. Vigilant agrees tb use training, policy and pracedures to ensure support staff use proper handling, processing,
storing, and communication protocols for Affiliate data.
10. Vlgllant agrees to protect diem systerns and data by monitaring and auditing staff user activity to erasure that it
Is only within the pumeww of 5ystern application development,system maintenance or the support rules assigned,
11. Vigilant agrees to inform the Affiliate of any unauthorized, Inappropriate Ose of data or systems.
12. Vigilant will design software applicatlons to facilitate Fhl-CJIS complhanl- information handf€rig, processing,
storing, and communication of Afflllate.
13. Vigilant witl advise Affiliate when any software application or equipment technical controls are not consistent
with meeting FBI-CJ15 Policy criteria for analysis and due consideration,
.14. Vigilant agrees to use the existing Change Mi)nage men t process to sufflclently plan for system or software
rhariges and updates with Ro11back Plans.
15. Vigilant agrees to provlde technical security contmis that only permit authorized user access to Affiliate owned
data and Vigilant systems as€nt>=nded by the Affiliate and data owners.
16. Vigilant agrees to meet or exceed the FBI-QIS Security policy complex P$!j$WOrd cpn5;trUgtiQri and change rules,
17. Vlgllant will oMy provide access to VWpant systems acid Affiliate owned Information through AffflIote managed
role-based access and appiled sharing rules configured by the Affiliate.
18, VigilanI agrees to provide technical controls with additional leveis of user Advanced,Autheodcation In Physically
Ikon-5ecare Lacat€ons.
19. Vlgilvint agrees to provide compliant FIPS 140-2 Certified 128-bit encryption to Affiliate awned data during
transport and storage ("data at rest) white In the custody and ContraI of Vigilant.
20. Vigilant agrees to provide firewalls anti virus protection to protect networks, storage devices and data.
21, Vigilant agrees to execute archival, purges and/or deletion of data as configured by the data owner.
22. V.ig€lant agrees to provide auditing and a€erting tools within the software applications so Affiliate tan monitor
access and activity of Vigllant support staff and Affiliate users for unauthorized Fmcess, disclosure, alteratlari or
niI%so of Affiliate routed data. (Vigilant support staff will only fiave access when granted by the AfFlllatL.)
23. Vigilant will only perform direct support remote access to Affiliate systems/Infrasttucture when requesud,
authorized and physically granted access to the applications/systems by the Affiliate. This activity will be
documented by both parties.
24. VJgllant creates acid retains activity transaction logs to enable auditing by the Affi€late data owners and Vig11ant
staff,
25- Vigilant agrees to provide phVs€cal protection for the equipment-staring Affiliate data along with additional
tech n Ica I controls to protect physical i ind logical access to systems and data,
26. Vigilant agrees to participate iri ally lnformation ur Technical Serurity Compliance Audit performed by the
AMliate. state U5 System Agency or F 131-015 OMl ilpn,
27. Vigilant agrees to perFarrn Independent employment background screening far Its' staff and participate In
add ItlorMal fingerpriM background screening as required by Aff111ate.
29. Vigilant agrees that the Affiliate awns a11 AffMare contributed data to €n0ude"h at-histe,scans, user information
etc., Is only shared as designated by the client-and remains:the respunOb11Ity and property aF the A Hill lete.
`.
Vll'3t#.AhlT
Affiliate-
1. Affiliate agrees to appoint an Agency Coordinator as a central Point of Contact for all FBI--015 Security POLIcy
related matters and to assign staff that are familiar with I he contents of the 1`13i-CAS Security Policy.
2. Affiliate agrees to have the Agency Coordinator provide timely updates with specific information regarding any
new FBI-01S, state or local information security policy regufrements that may Impact Vigilant compliance or
system/application development and, to facilitate obtaining certifications, training, and fingerprint-based
background checks as required.
3. Affiliate agrees to inform Vigilant when any FBI-CAS Security Awareness Training, personnel background
screening or execution of FBI-015 Security Addendum Certifications are required.
4. Affiliate agrees to immediately inform Vigilant of any relevant data breach or cyber incident, to include DDoS,
Malware, Virus, etc. that may impact or harm Vigilant systems, operations, business partners and/or other
Affiliates, so proper analysis can be performed,and Incident Response Procedures can be initiated.
5. Affiliate agrees that they are responsible for the legality and compliance of information recorded,submitted or
placed in Vigilant systems and use of that data,
& Affiliate agrees that they are responsible for proper equipment operation and placement of equipment.
7. Affiliate agrees that they are resporP251ble for vetting authorized user access to Vigilant systems wJth due
consideration of providing potential access to non-Affiliate information.
B, Affiliate agrees that responsibility and control of persons graftired access to purchased Vigilant systems, along
with darn stored and transmitted via Vigilant system ,,is that of the Affiliate.
9. Affiliate agrees that they have responsibility for all data security, handling and data protection strategies from
point of acquisition, during transport and until submission ("Flotlist upload")into Vigilant systems.
10. Affiliate agrees to ralrfforce client staff polkcles and procedures for secure storage and protection of Vigilant
system passwords.
1]_ Affiliate agrees to reinforce client staff policies for creating user accounts with only government domain email
addresses. Exceptlan5 will he granted in writing,
12. Affiliate agrees to reinforce client staff policies for nat sharing ust'r a bun".
13. Affiliate agrees to use Vigilant role-bwied access as designed to foster system security and integrity.
14. Affiliate agrees that they control, and are responsible for, appropriate u9e and data storage policies as well as
procedures for the data maintained outside the Vigilant systems. This Includes when any Information is
disseminated, extracted or exported out of Vigilant systems.
15. Affiliate agrees that they control and are reWnsible for developing pollcles, procedures and enforcement for
apptyiog deletion/purging and dissemination rules to information within and outside the Vigilant systems,
16, Affiliate agrees that It Is their responsibility to ensure data and system protectlon strategies are accomplished
through the tools provided by Vigilant for account and user management features along with audit and alert
threshuld features.
17, Affiliate agrees to use they "virtual escortingi" securlty tools provided for managing client.system remote access
and monitor Vigilant 5tjpport stafk when suthorized to assist the client.
18. Affiliate agrees that the Vigilant designed technical controls and tools will only be effective in conjunction with
Affiliate createrl policies and procedures that guide user access and appropriate use of the system_
19. Affiliate agrees that Information and services provided through Vlgllant products do not provide arsy actionable
Information,Affiliate users are responsible for the validity and accuracy of their data and developing procedures
to Verify information with the record owner atad other systems (NCIQ based upon the potential toad generated.
City of Fort Worth, Texas
Mayor and Council Communication
DATE: 11/05/19 M&C FILE NUMBER: M&C 19-0285
LOG NAME: 13PPOLICE DEPARTMENT LICENSE PLATE READER SYSTEMS JC
SUBJECT
Authorize a Purchase Agreement with Vigilant Solutions, LLC for a License Plate Reader System,Software Licenses,and Related Services for
the Police Department using National Cooperative Purchasing Contract 12-10 in an Amount Up to$875,000 for the First Year with Three One-Year
Renewal Options in an Annual Amount of Up to$250,000.00(ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize a purchase agreement with Vigilant Solutions, LLC for license plate reader systems,software
licenses,and related services for the Police Department using a cooperative contract for a first year amount of$875,000.00 with three one-year
renewal options in an annual amount of up to$250,000.00.
DISCUSSION:
The Police Department requested a Purchase Agreement under National Cooperative Purchasing Alliance Contract 12-10 with Vigilant
Solutions, LLC to expand its License Plate Recognition(LPR)system.
The system includes hardware,software,and services.The hardware components include Mobile LPR-3 Camera Reaper systems,speed
trailers with LPR camera systems,and message board trailers with LPR camera systems.The software site License Agreement provides
access to Vigilant Solutions'suite of Law Enforcement security software and includes unlimited technical support,software maintenance, bug
fixes,patches, minor software upgrades and all utilities released within the product evolution.This Purchase Agreement will also include LPR
data hosting service through the National Law Enforcement LPR server.This Agreement will also provide field services,which include startup,
configuration,and commissioning of Law Enforcement Archival Reporting Network(LEARN)server application and the Car Detector fixed and
mobile camera systems.
In addition,the license plate information is collected from the reader and is checked against listings for stolen cars,stolen license plates,wanted
persons,and unregistered vehicles.Current data can be downloaded remotely from the Department of Motor Vehicles and the National Crime
Information Center to relay Amber alerts, missing persons and terrorists watch lists.The camera system also assists the City, local surrounding
areas,and federal partners to protect against terrorism and other threats.
PRICE ANALYSIS:The National Cooperative Purchasing Alliance(NCPA)Contract No. 12-10 offers fixed pricing.Staff has reviewed the pricing
and determined it to be fair and reasonable.
COOPERATIVE PURCHASE:State law provides that a local government purchasing an item under a cooperative purchasing Agreement
satisfies any state law requiring that the local government seek competitive bids for purchase of the item. NCPA Contracts are competitively bid to
increase and simplify the purchasing power of government entities.
M/WBE OFFICE:A MBE/SBE goal is not assigned when purchasing from an approved purchasing cooperative or public entity.
SUCCESSOR CONTRACTS:To facilitate planning and budgeting,Staff would prefer to have annual Agreements that align with the Fiscal Year.
However,the NCPA Agreement is out of alignment with the City's Fiscal Year and the current NCPA term will expire on September 30,2020. In
order for this Agreement to align with the City's Fiscal Year,adoption of this Mayor and Council Communication(M&C)technically authorizes(i)a
series of Purchase Agreements,each of which will align to a term of the NCPA Agreement to ensure legal authority exists for the contract,and(ii)
an annual spend amount,future years of which would be subject to City Council appropriation. In the event that a Cooperative Agreement is not
renewed,Staff would cease making purchases at the end of the last Purchase Agreement coinciding with the valid Cooperative Agreement. If the
City Council were to not appropriate funds for a future year,Staff would cease making purchases when the last appropriation expires, regardless
of whether the then-current Purchase Agreement has expired. If the cooperative contract is extended,this M&C authorizes the City to purchase
similar software and services under the extended contracts. If the cooperative contract is not extended, but a new cooperative contract is executed
with Vigilant Solutions, LLC,with substantially similar terms as the previous cooperative contract,this M&C authorizes the City to purchase the
services under the new cooperative contract.
ADMINISTRATIVE CHANGE ORDER:An administrative change order or increase may be made by the City Manager up to the amount allowed by
relevant law and the Fort Worth City Code and does not require specific City Council approval.
AGREEMENT TERM: Upon City Council's approval,these Agreements will commence on September 30,2020 in accordance with the terms and
conditions of the cooperative contract or applicable successive contracts for the same services.
RENEWAL OPTIONS:The Agreement may be renewed for three(3)additional one-year terms at the City's options to renew.This action does not
require specific City Council approval provided that the City Council has appropriated sufficient funds to satisfy the City's obligations during the
renewal term.Staff anticipates the cost for renewal years will be$250,000.00 for the support and maintenance of the system and purchase of
additional equipment.
The purchases will include ALL COUNCIL DISTRICTS.
FISCAL INFORMATION/CERTIFICATION:
The Director of Finance certifies that upon approval of the above recommendation,funds are available in the current capital budgets,as
appropriated, in the General Capital Projects Fund, ITS Capital Fund,and CCPD Capital Fund. Prior to an expenditure being made,the Police
Department has the responsibility to validate the availability of funds.
Submitted for City Manager's Office by- Kevin Gunn 2015
Originating Business Unit Head: Reginald Zeno 8517
Additional Information Contact: Cynthia Garcia 8525
Jeff Cope 8313