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Cam$ 'ee; ,,Enterprise Service Agreement(ESA)
110
s Vigilant Solutions Enterprise Service Agreement (the "Agreement") is made and entered into as of
this r3,�Day of 6 , 20� ("Effective Date") by and between Vigilant Solutions, LLC, a Delaware
corporation, having it principal place of business at 1152 Stealth Street,Livermore,CA 94551("Vigilant")and the City
of Fort Worth, h ving 1� Its 1 principal place of business at
� G� �if1lQi�i A,d.(7c" , ►j /J�"Customer").
WHEREAS,Vigilant designs,develops, licenses and services advanced video analysis software technologies for
security markets;
WHEREAS, Customer 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,Customer 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,Customer and Vigilant
hereby agree as follows:
AGREEMENT DOCUMENTS:
The Agreement documents shall include the following:
1. This Enterprise Service Agreement;
2. ExhibitA—Addendum;
3. ExhibitB—Scope of Services;
4. Exhibit C—Price Schedule;and
5. Exhibit D—Verification of Signature Authority Form
Exhibits A, B,C, and D which are attached hereto and incorporated herein,are made a part of this Agreement for all
purposes.
I. Definitions:
"CLK"or"Camera License Key" means an electronic key that will permit each license of Vigilant's CarDetector brand
LPR software(one CLK per camera)to be used with other Vigilant LPR hardware components and Software Products.
"Effective Date"means the date set forth in the first paragraph of this Agreement.
"Enterprise License"means a non-exclusive, non-transferable license to install and operate the Software Products,on
any applicable media,without quantity or limitation.This Enterprise Service Agreement allows Customer to install the
Software Products on an unlimited number of devices in accordance with the selected Service Package, and allow
benefits of all rights granted hereunder this Agreement. -
OFFICIAL RECOW
"LPR Data" refers to LPR data collected by the Customer and available on Client Portal for use by the Ci sty SECRETARY
FT. WURT ;
"Service Fee"means the amount due from Customer prior to the renewal of this Agreement as consid ration for the
continued use of the Software Products and Service Package benefits according to Section V II o his Agreement.
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VIISILANT
"Service Package" means the Customer designated service option 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 Software Suite including CarDetector, Client Portal, Target Alert Service (TAS)
server/client alerting package, and other software applications considered by Vigilant to be applicable for the benefit
of security practices.
"Technical Support Agents" means Customer's staff person specified in the Contact Information Worksheet of this
Agreement responsible for administering the Software Products and acting as Customer's Software Products support
contact.
"User License" means a non-bxclusive, non-transferable license to install and operate the Software Products, on any
applicable media, limited to a single licensee.
"Users"refers to individuals who are agents of the Customer and who are authorized by the Customer to access Client
Portal on behalf of Customer through login credentials provided by Customer.
"Vendor"refers to Vigilant.
II. Enterprise License Grant;Duplication and Distribution Rights:
Subject to the terms and conditions of this Agreement,Vigilant hereby grants Customer an Enterprise License to the
Software Products for the Term provided in Section III below. Except as expressly permitted by this Agreement,
Customer or any third party acting on behalf of Customer 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.Customer shall not eliminate,bypass,or in any way
alterthe copyright screen(also known as the"splash"screen)that may appear when Software Products are first started
on any computer.Any use or redistribution of Software Products in a manner not explicitly stated in this Agreement,
or not agreed to in writing by Vigilant, is strictly prohibited.
III. Term;Termination.
A. Term.The initial term of this Agreement is for two(2)years.The City shall have the option, in its sole
discretion,to renew this Agreement after the Initial Term, under the same terms and conditions,for up to three (3)
`I one-year renewal periods.Sixty(60)days prior to the expiration of the Initial Term and each subsequent Service Period,
Vigilant will provide Customer with an invoice for the Service Fee due for the subsequent twelve (12) month period
(each such period,a"Service Period").
B. Customer Termination. Customer 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 Customer 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 Customer. Upon termination of
the Enterprise License, Customer shall immediately cease any further use of Software Products. Customer may also
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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 Customer. If Vigilant's termination notice is based on an alleged breach by Customer,then Customer
shall have thirty(30)days from the date of its receipt of Vigilant's notice of termination,which shall set forth in detail
Customer's purported breach of this Agreement,to cure the alleged breach.If within thirty(30)days of written notice
of violation from Vigilant Customer has not reasonably cured the described breach of this Agreement,Customer shall
immediately discontinue all use of Software Products and certify to Vigilant that it has returned or destroyed all copies
of Software Products in its possession or control. If Vigilant terminates this Agreement prior to the end of a Service
Period for no reason, and not based on Customer's failure to cure the breach of a material term or condition of this
Agreement, Vigilant shall refund to Customer an amount calculated by multiplying the total amount of Service Fees
paid by Customer 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, Customer may terminate this Agreement and Vigilant shall
refund to Customer an amount calculated by multiplying the total amount of Service Fees paid by Customer for the
then-current Service Period by the percentage resulting from dividingthe numberof days remaining in the then-current
Service Period, by 365.The foregoing remedies are Customer's exclusive remedy for defects in the Software Product.
Vigilant shall not be responsible for labor charges for removal or reinstallation of defective software, charges for
transportation, shipping or handling loss, unless such charges are due to Vigilant's gross negligence or intentional
misconduct. Vigilant disclaims all warranties, expressed or implied, including but not limited to implied warranties of
merchantability and fitness for a particular purpose. In no event shall Vigilant be liable for any damages whatsoever
arising out of the use of,or inability to use,the Software Products.
B. Infringement Protection. If an infringement claim is made against Customer by a third-party in a court
of competent jurisdiction regarding Customer's use of any of the Software Products,Vigilant shall indemnify Customer,
and assume all legal responsibility and costs to contest any such claim. If Customer's use of any portion of the Software
Products or documentation provided to Customer 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 Customerthe rightto 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
i by Customer that Customer's users will be instructed to only utilize the interface to the Software Products at times
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\IV VIGILANT
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.
Customer 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 Customer 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 Customer's Technical Support
Agents through e-mail,fax and telephone.
VI. Camera License Keys(CLKs).
Customer 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 Customer's network in accordance with selected
Service Options. As Customer installs additional units of the Software Products and connects them to LPR cameras,
Customer is required to obtain a Camera License Key(CLK)for each camera installed and considered in active service.
A CLK can be obtained by Customer 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 Customer's application for a CLK, Customer'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 and remain the
property of Vigilant. The license granted under this Agreement is not a sale of the Software Products or any copy.
Customer 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.
B. Rights in Software Products. Vigilant 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.
Vlll. Data Sharing.
Vigilant will not share any LPR Data generated by the Customer without the permission of the Customer.
IX. Ownership of LPR Data.
Customer retains all rights to LPR Data generated by the Customer. Should Customer terminate agreement with '
Vigilant, a copy of all LPR Data generated by the Customer will be created and provided to the Customer. After the
copy is created,all LPR Data generated by the Customer will be deleted from Client Portal at the written request of an
authorized representative of the Customer.
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VIGILANT
XI. Data Retention.
LPR Data is governed by the Customer's retention policy. LPR Data that reaches its expiration date will be deleted from
Client Portal.
XI1. Account Access.
A. Eligibility. Customer shall only authorize individuals who satisfy the eligibility requirements of"Users"
to access Client Portal. Vigilant in its sole discretion may deny access to Client Portal to any individual based on such
person's failure to satisfy such eligibility requirements. User logins are restricted to employees of the Customer. No
User logins may be provided to non-employees of the Customer without the express written consent of Vigilant.
B. Security. Customer shall be responsible for assigning an Site Manager who in turn will be responsible
for assigning to each of Customer's Users a username and password(one per user account). A limited number of User
accounts is provided. Customer 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). Customer shall notify
Vigilant immediately if Customer believes the password of any of its Users has,or may have,been obtained or used by
any unauthorized person(s). In addition, Customer must notify Vigilant immediately if Customer becomes aware of
any other breach or attempted breach of the security of any of its Users'accounts.
XIII. Service Package, Fees and Payment Provisions.
A. Scope of Services. The agreement shall include the following equipment and services: one mobile
license plate reader high definition system which includes one basic service package for a hosted solution,one parking
enforcement system toolkit,Parkmobile integration services,hardware installation and client portal installation for City
users,configuration and startup of accounts and system,vendor travel related totraining,end usertraining,equipment
shipping and handling chairges. Exhibit "B" Scope of Services more specifically describes the services to be provided
hereunder.
B. Compensation. City shall pay Vigilant in accordance with the fee schedule of Vigilant personnel who
perform services under this Agreement In accordance with the provisions of this Agreement and Exhibit "C,"—Price
Schedule. Total payment made under this Agreement for the first year by City shall be in an amount up to twenty four
thousand, four hundred and seventy Dollars ($24,470.00) document enclosed in Exhibit "B". Payments for the
following years shall be as described in Exhibit"C"and will be for a total of$12,200.00 which will be paid for the amount
of$3,050.00 at the start of each new year starting in year two, one year after the end of the first year. Vigilant shall
not perform any additional services or bill for expenses incurred for City not specified by this Agreement unless City
requests and approves in writing the additional costs for such services. City shall not be liable for any additional
expenses of Vigilant not specified by this Agreement unless City first approves such expenses in writing.
C. Service Fees.Payment of each Service Fee entitles Customerto all rights granted underthis Agreement,
including without limitation, use of the Software Products for the relevant Service Period, replacement of CLKs, and
access to the updates and releases of the Software Products and associated equipment driver software to allow the
Software Products to remain current and enable the best possible performance. The annual Service Fee due for a
particular Service Period is based on the Annual Service Fee schedules below:
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\VIYONA.P.T
Annual Service Fee Schedule(multiplied by number of CLKs issued)
Total#of CLK's under this ESA 0-14 CLKs 15-30 CLKs 31-60 CLKs Over 60 CLKs
UL ___ ___ i
Basic Service 1=$525.00 1=$450.00 $400.00 $275.00 a
Annual Parking Fee Schedule Parking Enforcement System Toolkit $1,000.00 per system fl
�Parking Integration $1,000.00 per integration H
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 Customer 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.
C. Advanced Service Fee Payments. Vigilant will accept advanced Service Fee payment on a case by case
basis. If Customer makes advanced Service Fee payments to Vigilant,advanced payments to Vigilant 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 entities Customer
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 4%of the prior
Service Period's Service Fees. If Vigilant intends to adjust the Service Fee for a subsequent Service Period, it must give
Customer notice of the proposed increase on or before the date that Vigilant invoices Customer for the upcoming
Service Period.
XIV. Miscellaneous.
A. Limitation of Liability. IN NO EVENT SHALL VIGILANT 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 HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.IN NO EVENT
WILL VIGILANT'S LIABILITY ARISING OUT OF OR RELATED TO THIS AGREEMENT EXCEED THE FEES PAID BY CUSTOMER
TO VIGILANT FOR THE SOFTWARE PRODUCTS LICENSED UNDER THIS AGREEMENT.
B. Confidentiality. Customer acknowledges that Software Products contain valuable and proprietary
information of Vigilant and Customer will not disassemble,decompile or reverse engineer any Software Products to
gain access to confidential information of Vigilant.
C. Assignment. Neither Vigilant nor Customer 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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�'YVIGILANT
6 0 L 0 t ION 5
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 Texas without regard to its conflicts of law.Venue for any suit brought under the Agreement shall be in
a court of competent jurisdiction in Tarrant county,Texas.
E. Complete Agreement. This Agreement and the attached Exhibits 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
Customer. Nothing herein shall be construed to create a partnership,joint venture, or agency relationship between
the parties hereto. Neither party shall have any authority to enter into agreements of any kind on behalf of the other
and shall have no power or authority to bind or obligate the other in any manner to any third party.The employees or
agents of one party shall not be deemed or construed to be the employees or agents of the other party for any purpose
whatsoever. Each party hereto represents that it is acting on its own behalf and is not acting as an agent for or on
behalf of any third party.
G. No Rights in Third Parties. This agreement is entered into for the sole benefit of Vigilant and Customer
and their permitted successors,executors,representatives,administrators and assigns.Nothing in this Agreement shall
be construed as giving any benefits, rights, remedies or claims to any other person,firm,corporation or other entity,
including, without limitation, the general public or any member thereof, or to authorize anyone not a party to this
Agreement to maintain a suit for personal injuries, property damage, or any other relief in law or equity in connection
with this Agreement.
H. Construction. The headings used in this Agreement are for convenience and ease of reference only,
and do not define, limit, augment, or describe the scope, content or intent of this Agreement. Any term referencing
time,days or period for performance shall be deemed calendar days and not business days, unless otherwise expressly
provided herein.
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)(ii) (Oct 1988), FAR 12.212(a)(1995), FAR 52.227-19,or FAR 52.227 (ALT III),as applicable.
K. Right to Audit. Customer, until the expiration of three (3) years after final payment under the
Agreement, and upon thirty (30) days advanced written request to Vigilant, 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. Vigilant agrees that City shall have access during normal working
hours to all necessary Vigilant facilities and shall be provided adequate and appropriate workspace in orderto conduct
audits in compliance with the provisions of this section.
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VIGILANT
L. Notices; Authorized Representatives; Technical Support Agents. All notices, requests, demands, or
other communications required or permitted to be given hereunder must be in writing and must be addressed to the
parties at their respective addresses set forth below and shall be deemed to have been duly given when (a)delivered
in person;(b)sent by facsimile transmission indicating receipt at the facsimile number where sent;(c)one(1) business
day after being deposited with a reputable overnight air courier service; or (d) three (3) business days after being
deposited with the United States Postal Service,for delivery by certified or registered mail,postage pre-paid and return
receipt requested. All notices and communications regarding default or termination of this Agreement shall be
delivered by hand or sent by certified mail, postage pre-paid and return receipt requested. Either party may from time
to time change the notice address set forth below by delivering 30 days advance notice to the other party in accordance
with this section setting forth the new address and the date on which it will become effective.
Vigilant Solutions,LLC Customer:
Attn:Sales Administration Attn:
1152 Stealth Street Address:
Livermore,CA 94551
M. Authorized Representatives: Technical Support Agents. Customer's Authorized Representatives and
Its Technical Support Agents are set forth below(Last Page). Customer's Authorized Representative is responsible for
administering this Agreement and Customer's Technical Support Agents are responsible for administering the Software
Products and acting as Customer's Software Products support contact. Either party may from time to time change its
Authorized Representative,and Customer may from time to time change its Technical Support Agents,in each case,by
delivering 30 days advance notice to the other party in accordance with the notice provisions of this Agreement.
i
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IN WITNESS WHEREOF,the parties have executed the Agreement as of the Effective Date.
ACCEPTED AND AGREED:
CITY:
City of Fort Worth Contract Compliance Manager:
By signing I acknowledge that I am the person
responsible for the monitoring and administration
of this contract, including ensuring all performance
By: . — and reporting require ents.
Name:
Title: Assistant Crity M11114ff
r
Date: ! L3I2,02,0 BY:
Name: 1
Approval Recommended: Title: A..
Approved as to Form and Legality:
By:
Name:
Title: By: ti4 to G
Name: Christopher Aus a
Attest: Title: Assistant City Attorney
,Contract Authorization:
By. ��.r .��C:
' 10
Name:
Title: City secretary (:
T ��r..
VENDOR:
Vigilant Solutions, LLC
By: ',
Name: Bill Quinlan
Title: Vice President Sales Operations
Date:
OFFBCIAL RECORD'
CITY SECRETARY
Vigilant Enterprise Service Agreement(Parking)ver. I.1 Paec 9 of 20 FT. WORTK U
Enterprise Service Agreement
Contact Information Worksheet
Please complete the following contact information for your Vigilant Solutions Enterprise License program.
Enterprise License Agreement Holder
Company Name:
Company 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
i
I
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EXHIBIT A
ADDENDUM TO ENTERPRISE SERVICE AGREEMENT
BETWEEN
THE CITY OF FORT WORTH
AND
VIGILANT SOLUTIONS, LLC.
1. Termination.
Breach. If either party commits a material breach of the Agreement, the non-breaching Party must give
written notice to the breaching party that describes the breach in reasonable detail.The breaching party must
cure the breach in thirty (30) calendar days after receipt of notice from the non-breaching party, or other
time frame as agreed to by the parties.If the breaching party fails to cure the breach within the stated period
of time,the non-breaching party may, in its sole discretion,and without prejudice to any other right under
the Agreement, law, or equity, immediately terminate this Agreement by giving written notice to the
breaching party.
1. Fiscal Funding Out.In the event no funds or insufficient funds are appropriated by City in any fiscal
period for any payments due hereunder,City will notify Vendor of such occurrence and the Agreement shall
terminate on the last day of the fiscal period for which appropriations were received without penalty or
expense to the City of any kind whatsoever, except as to the portions of the payments herein agreed upon
for which funds have been appropriated
2. Insurance. Vendor shall provide City with certificate(s) of insurance documenting policies of the
following types and minimum coverage limits that are to be in effect prior to commencement of any work
pursuant to this Agreement:
3.1 Coverage and Limits
(a) Commercial General Liability:
$1,000,000- Each Occurrence
$2,000,000- Aggregate
(b) Automobile Liability:
i
$1,000,000- Each occurrence on a combined single limit basis
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Coverage shall be on any vehicle used by Vendor, its employees, agents,
representatives in the course of providing services under this Agreement. "Any
vehicle" shall be any vehicle owned,hired and non-owned.
(c) Worker's Compensation:
Statutory limits according to the Texas Workers' Compensation Act or any other state
workers' compensation laws where the work is being performed
Employers' liability
$100,000 - Bodily Injury by accident; each accident/occurrence
$100,000 - Bodily Injury by disease; each employee
$500,000 - Bodily Injury by disease; policy limit
(d) Professional Liability(Errors& Omissions):
$1,000,000 - Each Claim Limit
$1,000,000- Aggregate Limit
Professional Liability coverage may be provided through an endorsement to the
Commercial General Liability (CGL) policy, or a separate policy specific to
Professional E&O. Either is acceptable if coverage meets all other requirements.
Coverage shall be claims-made, and maintained for the duration of the contractual
agreement and for two (2) years following completion of services provided. An
annual certificate of insurance shall be submitted to City to evidence coverage.
3.2 General Requirements
(a) The commercial general liability and automobile liability policies shall
include City as an additional insured thereon, as its interests may appear. Tile term
City shall include its employees, officers, officials, agents, and volunteers in respect
to the contracted services.
(b) The workers' compensation policy shall include a Waiver of Subrogation
(Right of Recovery) in favor of City.
(c) A minimum of Thirty (30) days' notice of cancellation shall be provided to
City. Ten (10) days' notice shall be acceptable in the event of non-payment of
premium.Notice shall be sent to the Risk Manager, City of Foil Worth, 200 Texas
Street, Fort Worth, Texas 76102, with copies to the Fort Worth City Attorney at the
same address.
(d) The insurers for all policies must be licensed and/or approved to do business
in the State of Texas. All insurers must have a minimum rating of A- VII in the
current A.M.Best Key Rating Guide,or have reasonably equivalent financial strength
vigilant Enterprise service Agrectiient(Parking)ver. 1.1 PaLe 12 of20
and solvency to the satisfaction of Risk Management. If the rating is below that
required, written approval of Risk Management is required.
(e) Any failure on the part of City to request required insurance documentation
shall not constitute a waiver of the insurance requirement.
(0 Certificates of Insurance evidencing that Vendor has obtained all required
insurance shall be delivered to the City prior to Vendor proceeding with any work
pursuant to this Agreement.
3. Sovereign Immunity_. Nothing herein constitutes a waiver of City's sovereign immunity. To the
extent the Agreement requires City to waive its rights or immunities as a government entity;such provisions
are hereby deleted and shall have no force or effect.
4. IP Indemnification. Vendor agrees to indemnify, defend, settle, or pay, at its own cost and
expense, including the payment of attorney's fees, any claim or action against the City for
infringement of any patent, copyright, trade mark, service mark, trade secret, or other intellectual
property right arising from City's use of the Software Products, or any part thereof, in accordance
with this Agreement,it being understood that this agreement to indemnify,defend,settle or pay shall
not apply if City modifies or misuses the Software Products. So long as Vendor bears the cost and
expense of payment for claims or actions against the City pursuant to this section 8,Vendor shall have
the right to conduct the defense of any such claim or action and all negotiations for its settlement or
compromise and to settle or compromise any such claim; however, City shall have the right to fully
participate in any and all such settlement, negotiations, or lawsuit as necessary to protect the City's
interest,and City agrees to cooperate with Vendor in doing so.In the event City,for whatever reason,
assumes the responsibility for payment of costs and expenses for any claim or action brought against
the City for infringement arising under this Agreement, the City shall have the sole right to conduct
the defense of any such claim or action and all negotiations for its settlement or compromise and to
settle or compromise any such claim; however,Vendor shall fully participate and cooperate with the
City in defense of such claim or action. City agrees to give Vendor timely written notice of any such
claim or action, with copies of all papers City may receive relating thereto. Notwithstanding the
foregoing,the City's assumption of payment of costs or expenses shall not eliminate Vendor's duty to
indemnify the City under this Agreement. VENDOR'S OBLIGATIONS HEREUNDER SHALL BE
SECURED BY THE REQUISITE INSURANCE COVERAGE AND AMOUNTS SET FORTH IN
SECTION 3 OF THIS ADDENDUM
5. No Debt. In compliance with Article I I § 5 of the Texas Constitution, it is understood and agreed
that all obligations of City hereunder are subject to the availability of funds. If such funds are not
appropriated or become unavailable,City shall have the right to terminate the Agreement except for those
portions of funds which have been appropriated prior to termination.
6. Confidential Information. City is a government entity under the laws of the State of Texas and all
documents held or maintained by City are subject to disclosure under the Texas Public Information Act.
To the extent the Agreement requires that City maintain records in violation of the Act,City hereby objects
to such provisions and such provisions are hereby deleted from the Agreement and shall have no force or
effect. In the event there is a request for information marked Confidential or Proprietary, City shall
Vigilant Enterprise Sewice Agreement(Parking)ver. I.I Page 13 or20
promptly notify Vendor. It will be the responsibility of Vendor to submit reasons objecting to disclosure.
A determination on whether such reasons are sufficient will not be decided by City, but by the Office of
the Attorney General of the State of Texas or by a court of competent jurisdiction.
7. Addendum Controlling. If any provisions of the attached Agreement,conflict with the terms herein,
are prohibited by applicable law, conflict with any applicable rule, regulation or ordinance of City, the
terms in this Addendum shall control.
8. Immigration Nationality Act. Vendor shall verify the identity and employment eligibility of its
employees who perform work under this Agreement, including completing the Employment Eligibility
Verification Form(I-9). Upon request by City,Vendor shall provide City with copies of all I-9 forms and
supporting eligibility documentation for each employee who performs work under this Agreement. Vendor
shall adhere to all Federal and State laws as well as establish appropriate procedures and controls so that
no services will be performed by any Vendor employee who is not legally eligible to perform such services.
VENDOR SHALL INDEMNIFY CITY AND HOLD CITY HARMLESS FROM ANY PENALTIES,
LIABILITIES, OR LOSSES DUE TO VIOLATIONS OF THIS PARAGRAPH BY VENDOR,
VENDOR'S EMPLOYEES,SUBCONTRACTORS,AGENTS,OR LICENSEES. City, upon written
notice to Vendor, shall have the right to immediately terminate this Agreement for violations of this
provision by Vendor.
9. No Boycott of Israel. If Vendor has fewer than 10 employees or the Agreement is for less than
$100,000,this section does not apply. Vendor acknowledges that in accordance with Chapter 2270 of the
Texas Government Code, City is prohibited from entering into a contract with a company for goods or
services unless the contract contains a written verification from the company that it: (1)does not boycott
Israel; and (2) will not boycott Israel during the term of the contract. The terms "boycott Israel" and
"company" shall have the meanings ascribed to those terms in Section 808.001 of the Texas Government
Code. By signing this Addendum, Vendor certifies that Vendor's signature provides written verification to
City that Vendor: (1) does not boycott Israel; and (2) will not boycott Israel during the term of the
Agreement.
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Vigilant Enterprise Scrvice Agreement(Parking)ver. 1.1 Page 14 of20
EXHIBIT B
SCOPE OF SERVICES
Vigilant Solutions,LLC
1152 Stealth Street Be smart. Be safe.
VIGILANT Livermore, California94551 Be Vigilant.
(P)925-398-2079 (F)925-398-2113
Issued To: Fort Worth Parking Department-Attention: PeterElliott Date: 08-20-19
Project Name: One Mobile Unit Quote ID: ALA-1019-02
PROJECT QUOTATION
We at Vigilant Solutions, LLC are pleased to quote the following systems for the above referenced project:
Qty Item# Description
{1) Mobile LPR SYS-1 Mobile LPR 2-Camera Reaper High-Definition System(Expandable to 4 Cams)
CDM-2-22--RHD Hardware:
• Qty=2 8mm lens package
• Shield Digital Signal Processor-No moving parts
• Wiring harness wl ignition control(Direct to Battery)
o Single point power connection
• Field installed GPS receiver for MDC(USBConnect)
Software:
CarDetector Mobile LPR software application for MDC unit
o LPR vehicle license plate scanning/real time alerting
o Full suite of LPR tools including video tool set
Subtotal Price(Excluding salestax) $9,000.00
city Item# Description
(1) VSBSCSVC-01 Vigilant LPR Basic Service Package for Hosted/Managed LPR Deployments
• Managed/hosted server account services by Vigilant
o Includes access to all LEARN or Client Portal and CarDetector software updates
• Priced per camera per year for up to 14 total camera units registered
• Requires new/existing Enterprise Service Agreement(ESA)
Subtotal Price(Excluding salestax) $1,050.00
Vigilant laiterprise Service Agreement(Parking)ver. I.I Page 15 ol'20
city Item# Description
(�) VS-VPS-PT-01 Parking Enforcement System Toolkit
• Annual fee per-system
• Toolkit enables Vigilant LPR systems to receive alerts on chalking(timedparking)
violations as well as whitelist violations for vehicles that have not paid,do not have
permits,or are otherwise not on a registered list of vehicles
• Included with a Vigilant Mobile System Subscription
Subtotal Price(Excluding salestax) $1,000.00
city Item# Description
(�) VS-VPS-PI- ParkMobile Parking integration
PARKMOBILE Enables integration with ParkMobile for payment validation using LPR
• Integration allows for credentials from ParkMobile to be entered into the Client Portal
software for synchronization of parking locations and paid vehicles from ParkMobile to
Vigilant LPR systems
• Annual fee
Subtotal Price(Excluding salestax) $1,000.00
Qty Item# Description
(1) VS-CLIENTPORTAL-H Client Portal Account
• Vigilant Client Portal account for management of client-owned LPR data and systems
• Management of users,data sharing and access control permissions
• Use of Vigilant's patented analytic tools
Subtotal Price(Excluding salestax) $0.00
Qty Item# Description
(1) SSU-LN-COM Vigilant Start Up&Configuration of Hosted/Managed ServerAccount
• New client account setup
• Required for all hosted/managed client accounts
Subtotal Price(Excluding salestax) $1,275.00
Qty Item# Description
(1) SSU-SYS-COM Vigilant System Start Up&Commissioning of'In Field'LPR system
• Vigilant technician to visit customer site
• Includes system start up,configuration and commissioning of LPR system
• Applies to mobile(1 System)and fixed(1 Camera)LPR systems
Subtotal Price(Excluding salestax) $875.00
I
Vigilant Enterprise Service Agreement(Parking)ver. I.1 Page 16 of20
Qty Item# Description
(1) VS-TRNG Vigilant End User Training for LPRSystems
• End user training for Vigilant products
o Covers all client purchased applications
o Includes classroom and field operation training
• Vigilant certified technician to visit site and perform one training class
Subtotal Price(Excluding salestax) $1,250.00
Qty Item# Description
(1) VS-TRVL-01 Vigilant Travel via Client SiteVisit
Vigilant certified technician to visit client site
• Includes all travel costs for onsite support services
Subtotal Price(Excluding salestax) $1,550.00
Qty Item# Description
(2) CAM-MOUNT-FLAT- Universal LPR Camera Mounting Bracket
ASSY-SET RAM Ball Mount with Flat Base
• Mounted directly to vehicle surface
o Requiresdrilling
• Includes Locking Plate,Thumb Screw and Locking Screw
• One per camera
Subtotal Price(Excluding salestax) $300.00
Qty Item# Description
(1) VS-SHP-01 Vigilant Shipping & Handling Charges
• Applies to each Mobile LPR System
• Shipping Method is FOB Shipping
Subtotal Price(Excluding salestax) $130.00
Qty Item# Description
(1) INSTALL-VS LPR Installation of Vigilant LPR Cameras,In-Vehicle Dock and Mount
Subtotal Price(Excluding salestax) $2,000.00
Vigilant Enterprise Service Agreement(Parking)ver. I.I Page 170l'20
Qty Item# Description
(1) VS-COMPUTING Tablet,Docking Station,Keyboard,Mount
PLUS . Panasonic Toughpad FZ-G1 tablet. Designed for highly mobile field workers,it's the
thinnest and lightest fully rugged 10.1"tablet running Windows 10 Pro 64-Bit.
Poweredby an Intel®CoreT"'i5 vProTm processor with a MIL-STD-81OG and IP65
certified,HD daylight-readable 10-point gloved multi touch+waterproof digitizer pen,
infraredweb-cam and 8MP rear cam. Rich port connectivity.3yrwarranty
• Havis docking station for Panasonic Toughpad FZ-G1 with LIND power supply
anddual pass-through antenna. Lock and Key.Connectivity includes:serial: DB9(9-
Pin)connection(1),VGA:(1),USB:fully-powered USB 3.0(2), Ethernet:RJ45
Ethernet(1), HDMI(1),noise filtering:yes,emi filtering:yes,input voltage: 16V dc,
antenna:dualhi-gain(tnc connector).This pkg includes a Havis Charge Guard.
• iKey introduces the SL-80-TP,a compact,lightweight,and fully-rugged mobile
keyboard.This fully-sealed keyboard is designed to meet NEMA 4X specifications,
meaning it is resistant to dirt,dust,water,ice and corrosives.Built with an industrial
silicone rubber keypad and a rugged ABS polycarbonate case,the SL-80-TIP is
submersible and easyto clean with disinfectants.This package includes a VESA
keyboard mount.
• Premium passenger side mount package for(example shown:2013-2018 Ford
Escape)Premium PKG-PSM package includes a heavy-duty vehicle specific base
plate,heavy-duty pole with height adjust handle,swing arm motion device with tilt-
swivel and stability support arm.
Subtotal Price(Excluding salestax) $5,040.00
Quote Notes:
1. All prices are quoted in USD and will remain firm and in effect for 60 days.
2. Orders requiring immediate shipment maybe subject to a 15%QuickShip fee.
3. All hardware components to have standard One(1)year hardware warranty.
4. This Quote does not include anything outside the above stated bill of materials.
5. Does not include in-vehicle cellular hotspot(MIFI/Cradlepoint)
Total Price (Excluding sales tax) $24,470.00
Vigilant Enterprise Service Agreement(Parking)ver. 1.1 Page 13 of20
EXHIBIT C
PRICE SCHEDULE-YEARS 2-5
Annual Recurring Costs
Line Item Year 2 Year 3 Year 4 Year 5
CLK (Software) $1,050 $1,050 $1,050 $1,050
Integrations $1,000 $1,000 $1,000 $1,000
Parking Toolkit $1,000 $1,000 1 000 $1,000
Total $3,050 $3,050 $3,050 $3,050
Optional-Warranty $1,050 $1,050 $1,050 $1,050
*CLK/Integration/Toolkit required for each year of contract
Vigilant Enterprise Service Agrcement(Parking)ver. I.I Page 19 ol'20
EXHIBIT D
VERIFICATION OF SIGNATURE AUTHORITY
Execution of this Signature Verification Form("Form")hereby certifies that the following individuals and/or
positions have the authority to legally bind Vendor and to execute any agreement,amendment or change order on behalf
of Vendor. Such binding authority has been granted by proper order, resolution, ordinance or other authorization of
Vendor. City is fully entitled to rely on the warranty and representation set forth in this Form in entering into any
agreement or amendment with Vendor.Vendor will submit an updated Form within ten(10)business days if there are
any changes to the signatory authority. City is entitled to rely on any current executed Form until it receives a revised
Form that has been properly executed by Vendor.
1. Name:Shawn Smith
Positio . r sident
Skdhature
2. Name:Bill Quinlan
Position:Vice Pr ident Sales Operations
Signature
3. Name:
Position:
Signature
Name:
—e�"ti
Sigla4ure of President/CEO
Other Title:
Date:. r. ~ i •_(f
I
Vigilant Enterprise 3ervice Agrcement(Pak-ing)ver.1.1 Page 20 d20