HomeMy WebLinkAboutContract 4313911.1. IIIIIIIIIII
Law Enforcement Product
Software Site License Agreement
CRY SECRETARY a
CONTRACT N0.
This Vigilant Video Software Site License Agreement (the "Agreement ") is made and entered into as this
1 st Day of December, 2011 (the "Effective Date ") by and between Vigilant Video Inc., a Delaware corporation,
having its principal place of business at 2021 Las Positas Court Suite # 101, Livermore, CA 94551 ( "Vigilant
Video ") and the City of Fort Worth, a law enforcement agency or other governmental agency, having its
principal place of business at 350 west Belknap Street Fort Worth, TX 76102 ( "Licensee ")
WHEREAS, Vigilant Video designs, develops and licenses advanced video analytics software
technologies for the security and law enforcement markets;
WHEREAS, Licensee desires to license from Vigilant Video the Software Product(s) (as defined below)
for itself and Affiliates (as defined below)
THEREFORE, In consideration of the mutual covenants contained herein this Agreement, Licensee and
Vigilant hereby agree as follows:
Definitions:
"Affiliate(s)" means any employee, contractor, or volunteer who is affiliated with Licensee or is authorized by
Licensee or is controlled by or under control of Licensee and who may also utilize the Software Product(s) (as
defined below). Final determination of affiliate approval is left to the sole discretion of Vigilant Video.
"Effective Date" means the day this Agreement has been fully executed by duly authorized representatives of
both parties.
"Software Product(s)" means Vigilant Video's Law Enforcement product family of software product(s)
including CarDetector Mobile LPR Edition, CarDetector Fixed LPR Edition,, Law Enforcement Archive &
Retrieval Network (LEARN) Server, CamSmartz, LineUP and other software applications considered by
Vigilant Video to be applicable for the benefit of law enforcement agencies.
"Site License" means a non - exclusive, non - transferable, limited term license to install and operate Software
Product(s) on to any applicable media without quantity limitation within the Licensee's designated facility for an
initial period of two (2) years.
"Subscription" means an annual renewal of the Site License held by any Licensee 100Fjo11 "Ecafty th
the terms and conditions of this Agreement. CITY SECRETARY
Site License Grant; Duplication and Distribution Rights: FT. WORTH, TX
Subject to the terms and conditions of this Agreement, Vigilant Video grants Licensee a Site License. Except as
expressly permitted by this Agreement, Licensee, any Affiliate or any third party acting on behalf of Licensee
shall not copy, modify, distribute, loan, lease, resell, sublicense or otherwise transfer any right in the Software
Product(s). Except as expressly permitted by this Agreement, no other rights are granted by implication,
estoppels or otherwise.
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The Licensee is permitted to redistribute the Software Product(s) to Affiliate(s) acting on behalf of Licensee only
for the duration of this Site License within the Licensee's designated agency.
Affiliate(s) are permitted to use Software Product(s) only for law enforcement or government- approved
purposes. Use of Software Product(s) for any other purpose (e.g., private consultant services) is prohibited.
Affiliate(s) who discontinue their association with the Licensee do not have the right to continue using personal
copies of the Software Products obtained under this Agreement, nor may such former Affiliate(s) obtain updates
of the Software Product(s) from the Licensee. However, the Licensee is not under obligation to enforce such
compliance by former Affiliate(s) beyond its implementation of restrictions set forth above regarding access to
the Software Product(s) by Affiliate(s).
Licensee shall display a full copyright notice and any other notice of use on all copies of the Software Product(s)
being redistributed to Affiliate(s). Licensee shall not eliminate, bypass, or in any way alter the copyright screen
(also known as the "splash" screen) that may appear when Software Product(s) are first started on any computer.
Any use or redistribution of Software Product(s) in a manner not explicitly stated in this Agreement, or not
agreed to in writing by Vigilant Video is strictly prohibited.
Termination:
This Agreement is effective as of the Effective Date until October 25th, 2013, or until terminated. Licensee may
terminate this Agreement at any time by notifying Vigilant Video of the termination in writing thirty (30) days
prior to the termination and deleting all copies of the Software Product(s). If Licensee terminates its license prior
to the end of the licensed period, Vigilant Video will not refund or prorate any license fees, nor will it reduce or
waive any license fees still owed to Vigilant Video by Licensee. Upon termination of the Site License, Licensee
shall immediately cease any further use of Software Product(s) by itself or its Affiliate(s).
Vigilant Video has the right to terminate this Agreement by providing thirty (30) days notice if Licensee violates
any material term or condition of this Agreement. Upon receipt of Vigilant Video's notice of termination,
licensee shall be afforded thirty (30) days to cure such violations. If within thirty (30) days of written notice of
violation from Vigilant Video Licensee has not reasonably cured, Licensee shall immediately discontinue all use
of Software Product(s) and certify to Vigilant Video that it has returned or destroyed all copies of Software
Product(s) in its possession or control.
Warranty and Disclaimer:
Vigilant Video warrants that Software Product(s) manufactured by Vigilant Video will be free from "significant"
defects during Site License and/or Subscription period then in effect ( "Warranty Period "). Significant defects are
those which impede function of the main delivery modules of Software Product(s). This warranty does not
include products not manufactured by Vigilant Video. Vigilant Video's obligation to repair or replace any
defective Software Product(s) during the Warranty Period shall be Customer's exclusive remedy. Vigilant Video
shall not be responsible for labor charges for removal or reinstallation of defective software, charges for
transportation, handling and shipping or loss unless such charges are due to Vigilant Video's gross negligence or
intentional misconduct. Licensee and its Affiliates assume the entire risk as to the results and performance of the
Software Product(s). Vigilant Video 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 Video be
liable for any damages whatsoever arising out of the use of, or inability to use, the Software Product(s).
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Under certain circumstances, it may be dangerous to operate a moving vehicle while attempting to operate a
touch screen or laptop screen and any of their applications. It is agreed by the Licensee that Licensee's users are
instructed to only utilize the interface to the licensed software at times when it is safe to do so. Vigilant Video is
not liable for any accident caused by a result of distraction using this touch screen while operating a moving
vehicle.
Products and Services:
Upon receipt of payment or purchase order of Site License, Vigilant Video will deliver or make available to the
Licensee the Software Product(s). Updates, patches and bug fixes of the Software Product(s) will be made
available to the Licensee at no additional charge, although charges may be assessed if the Software Product is
requested to be delivered on physical media. Vigilant Video will make available throughout the active license
period e-mail and fax support to an administrator and support contacts designated by the Licensee, known as
Licensee "Technical Support Agents." Under the Site License or Subscription agreement, Affiliates of the
Licensee must channel all questions related to the Software Product(s) through the Technical Support Agent(s),
the latter of which must make a good -faith effort to answer such questions before submitting a support ticket at
www.vigilantvideo.com or sending an email to support@VigilantVideo.com.
Software Support, Warranty and Maintenance:
Use of the software by the Licensee constitutes acceptance of Vigilant Video's Software Support, Warranty, and
Maintenance Terms and Conditions.
Contract Term and Structure:
A fully executed and valid Site License will entitle the Licensee to use of the Software Product(s) any time
throughout the active period of this ongoing Site License Agreement, in which to set up and install the software
product(s) on an unlimited number of media centers within the Licensee's agency. As the Licensee installs
additional units of the Software Product(s) and connects them with video cameras, the Licensee will be required
to obtain a Camera License Key (CLK) for each installed camera. This is simply done by applying for the CLK
by visiting: http: // supportforms .vigilantvideo.com /Irf.aspx and completing the online request form to Vigilant
Video technical support. Within two (2) business days, the Licensee Technical Support Agent will receive the
requested CLK in a form set to expire on the same date of the Site License expiration. This remains applicable,
to any and all subsequent (additional) CLK's issued throughout the active period of this Site License Agreement.
This agreement may be renewed for up to two (2) successive one -year terms at the City's option if grant funding
is available. Renewal at the City's option will occur upon receipt of Subscription payment, entitling the Licensee
to a full replacement set of all previously issued CLK's set to expire two (2) years from the Effective Date, and
one (1) year from each subsequent renewal date. This Agreement will terminate if 1) the Licensee indicates in
writing its intent to discontinue its License or 2) Vigilant Video indicates in writing its intent to discontinue this
agreement. In either event, Vigilant Video Inc. reserves the right to refrain from issuing replacement CLK's and
to restrict access to services that are available to Licensees in good standing. The Software Product(s) will cease
to function after the active global license key has expired.
Ownership of Software:
The Software Product is copyrighted by Vigilant Video and remains the property of Vigilant Video. This license
is not a sale of the original software or any copy. The Licensee owns the physical media on which the Software
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Product(s) is installed, but Vigilant Video retains title and ownership of Software Product(s) and all other
materials included as part of the Software Product(s).
Site License Fee:
Each Site License fee is based on the total number of sworn officers within the Licensee's and Affiliates'
agency(s) at the time of execution of this Site License Agreement. The Site License allows for Licensee to
install an unlimited number of licenses of the Software Product(s) as Licensee sees fit to put to use. A schedule
of applicable Site License Fees is shown below:
Law Enforcement Product Family — Site License Fee
Enforcement
TIER
NUMBER OF SWORN OFFICERS
SITE LICENSE FEE
DITier
1 —110—<
Sworn Officers < 100
$4,500
Subscription Fee Maximum
Tier 2
101 < Sworn Officers < 250
$9,000
Tier 1
above and beyond the first 5 CLK's)
Tier 3
251< Sworn Officers < 500
$18,500
In
DIJumbo
$2,500 Base Fee + $500 X (# of CLK's Issued
501 < Sworn Officers
$ 27,000 In
Subscription Fee:
Each Site License has a Subscription fee due approximately thirty (30) days prior to the expiration of the Site
License. The annual Subscription fee enables the Software Product(s) to remain operational for each successive
12 month period, considered active participation of this Site License Agreement; entitles the Licensee to
replacement CLK's; and ensures users have access to the latest software versions and associated equipment
driver software to allow the Software Product(s) installations to remain current and enable the best possible
performance. It is noted that an entity once licensed by the Site License agreement can only utilize active
software licensing via the annual subscription license offering.
The Subscription fee is based on the number of current Vigilant Video issued CLK's at the time of subscription
fee invoicing, and considered by Vigilant Video as being "in use" during the annual period by the entity in
question. A schedule of annual Subscription Fees is shown below:
Law
Enforcement
Product Family Annual Subscription
Fee Schedule
$2,500 Base Fee + $500 X ( # of CLK's Issued
Subscription Fee Maximum
License Maximum
Tier 1
above and beyond the first 5 CLK's)
$15,750
60 CLK's
$2,500 Base Fee + $500 X (# of CLK's Issued
Subscription Fee Maximum
License Maximum
Tier 2
above and beyond the first 5 CLK's)
$45,000
180 CLK's
2,500 Base Fee + $500 X (# of CLK's Issued
Subscription Fee Maximum
License Maximum
Tier 3
[above and beyond the first 5 CLK's)
$87,750
300 CLK's
$2,500 Base Fee + $300 X ( # of CLK's Issued
Subscription Fee Maximum
License Maximum
Jumbo
above and beyond the first 5 CLK's)
$210,000
700 CLK's
Please Note: Each Tier's Base Fee includes initial 5 CLK's.
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Approximately Ninety (90) days prior to the annual
Licensee an invoice for the next year's Subscription fee.
prior to the renewal date.
Advanced Subscription Fee Payments:
license renewal date, Vigilant Video will provide the
Payment of the Subscription fee is due thirty (30) days
Vigilant Video will accept advanced subscription fee payments on a case by case basis. In such event where
advanced subscription fees are made to Vigilant Video, the licensee shall designate at time of payment if
advanced payment(s) are: 1) to be considered a general credit toward future fees or 2) to be applied toward fees
applicable to specific camera unit 'Systems' operated by the licensee.
General credit advanced payments to Vigilant Video shall be applied in full to each subsequent Subscription Fee
invoice until the balance of the credits are reduced to a zero balance. System based advanced credits shall be
applied to subsequent Subscription Fees in the amount that entitles the licensee continued operation of the
designated camera unit systems for the following subscription period until the credits are reduced to a zero
balance.
Price Adjustment:
Vigilant Video has the right to increase or decrease the annual Subscription fee from year to year. It is noted that
in the case of an increase, such increase shall be less than 5% of the prior year's fees or shall be less than a
percentage equal to the published rate of inflation in the United States, the not -to- exceed limit being whichever
of these rate rise percentage limits is greater. If Vigilant Video intends to adjust the annual Subscription fee, it
must give notice to the Licensee on or before the above stated invoice date pertaining to the upcoming annual
Subscription renewal.
Credits:
During the first two (2) years of license or during subsequent year annual Subscriptions, Vigilant Video may, on
its own discretion, adjust fees in consideration of credits which Licensee may have earned during participation in
approved Vigilant Video marketing programs.
Initiating a Site License:
To obtain a Law Enforcement Product Family Site License, fill out the Ordering and Contact Information form
below and return it with a purchase order or payment. Vigilant Video support specialists will contact you after
receiving your information.
Limitation of Liability:
IN NO EVENT SHALL VIGILANT VIDEO 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 SOFTWARE PRODUCT(S), WHETHER BASED
ON CONTRACT, TORT, NEGLIGENCE, STRICT LIABILITY OR OTHERWISE, EVEN IF VIGILANT
VIDEO HAS BEEN ADVISED OF THE POSSIBILITY OF DAMAGES.
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Confidentiality:
Licensee acknowledges that Software Product(s) contain valuable and proprietary information of Vigilant Video
and Licensee and its Affiliates will not disassemble, decompile or reverse engineer any Software Product(s) to
gain access to confidential information of Vigilant Video.
Assignment:
Licensee may not assign this Agreement without prior written consent of Vigilant Video. Any attempted
assignment without consent shall be void.
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, Tarrant
County, without regard to its conflicts of law.
Federal Government:
Any use, copy or disclosure of Software Product(s) 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.
Complete Agreement:
This Agreement constitutes the final and complete agreement between the parties with respect to the subject
matter hereof, and supersedes any prior or contemporaneous agreements, written or oral, with respect to such
subject matter. The provisions of any Licensee's purchase order and terms of Vigilant Video's project
quotation(s) are also included in this agreement as if copied in full. In the event of conflict the terms of this
Agreement shall control.
Relationship:
The relationship created hereby is that of Vigilant Video and Licensee. 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. In
the event of any conflict, the terms of this Agreement shall control.
No Rights in Third Parties:
This agreement is entered into for the sole benefit of Vigilant Video and the Licensee and, where permitted
above, 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
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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.
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.
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.
Notices:
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 parry may from time to time change the
notice address set forth below by delivering notice to the other party in accordance with this section setting forth
the new address and the date on which it will become effective.
To Vigilant Video:
Vigilant Video Incorporated
Attn: Sales Administration
2021 Las Positas Court - Suite # 101
Livermore, CA 94551
Right to Audit:
To City of Forth Worth:
Fort Worth Police Department
Attn: Chief of Police
350 West Belknap Street
Fort Worth, TX 76102
Licensee, upon thirty (30) days advanced written request to Vigilant Video, 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.
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IN WITNESS WHEREOF, the parties have executed the Agreement as of the Effective Date.
Manufacturer: Vigilant Video, Inc.
Authorized Agent: Joseph L. Harzewski III
Title: VP, Sales and Marketing
Date:
Signature:
1st, 2011
Enforcement Agency:
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Vigilant Video Law Enforcement Product Family Site License Agreement
Ordering & Contact Information
To ensure up to date support offered by Vigilant Video, please complete and submit the following information.
City: City of Fort Worth Enforcement Agency: Fort Worth Police Department
Provide an estimated number of patrol vehicles: SO
Product Interest: [ ] CarDetector Mobile Edition
[ ] CarDetector Fixed Camera Edition
Administrator Contact
Person who receives all information related to software, includingproduct updates and licensing information.
Name/Position (� C? P -�/ �� r �e- \ I 4
Department P_ 1Dc ;:U) 0.6' " rn E'_- ✓- I
Address 3 5 L) VJ . EJ. I Y, vl C _ >� [
Telephone �` I .1- .� ? 6 1 �� �� °l Fax
E -mail C 0 r e E � �� � ; f Y 'w � i" �) -f- (�' y u. S , c) � V
Billing Contact
This is the person to whom all invoices and billing information will be sent.
Name/Position f-) C1 S VIC k � ✓�
Department —D C C, r- Y'ti-N L b 1+
Address S t'
Telephone Fax
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Technical Support Agent
These are the two individuals permitted to receive technical support from Vigilant Video.
Name Ct�,r e s E v Name
Dept. 'e,� 1 i r t. D c Dept.
Telephone Q (-) -1 i - 1 '-t `1 Telephone QZ 1 _� 3� 1 5 "1 `1
Fax q k -1 �.. I ,5 `i _.� Fax �Z I 3 71 t,5 ci 1
E -mail _��✓ r �� t r �� t �� r E -mail y ��,_. I c�� ��C F �,� r �•� t C X
1'jg.: 1) ()1',) 2021 Las I'ositas Court 101 LI %ennore. ('A 1)4551 Fax: 925-398-2 1 I
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SOFTWARE SUPPORT, WARRANTY AND MAINTENANCE - TERMS AND CONDITIONS
1. Definitions
Unless otherwise defined in these Software Maintenance Terms and Conditions, the following definitions shall have the
meaning set forth below:
• Authorized Service Representative" shall mean Vigilant Video's employees, consultants, subcontractors,
contractors, or agents who provide Support Services on behalf of Vigilant Video.
• "Documentation" means any and all documentation provided by Vigilant Video in connection with the
Licensed Software, including but not limited to manuals, release notes, and user guide(s). Vigilant Video
may deliver Documentation in digital format.
• "Maintenance Release" means a new release of the Licensed Software, which corrects an error or other
bug in the Licensed Software.
• "Problem" means any non - conformance of the Licensed Software with its Documentation or specifications
and that adversely affects the service or operation of the Licensed Software.
• "Permanent Solution" means a resolution to a Problem that (i) causes the Licensed Software to
substantially conform with the Documentation, and (ii) restores the service and operation of the Licensed
Software to satisfaction of Licensee without any material loss of functionality.
• "Release" means a new version of the Licensed Software, which shall include all upgrades and updates to
the Software and all Maintenance Releases.
• "Supported Release" shall mean any Release, (other than a Maintenance Release), that is no more than
one Release (other than a Maintenance Release) older than the current Release (other than a
Maintenance Release) or any Release (other than a Maintenance Release) that was provided to
Customer during the prior twelve -month period, whichever is longer.
• "Update" means providing an improvement or enhancement to existing functionalities and /or Releases.
• "Work Around" means a temporary resolution of a Problem that restores service and operation of the
Licensed Software without any material loss of functionality.
2. Standard Support and Maintenance
Standard installation support and maintenance in most cases will be included free of additional charge for 3 months (post
initial start up) with the purchase of new licenses of Vigilant Video products. All Vigilant Video Site License holders will
enjoy Level 1, Level 2, and Level 3 support and maintenance program(s) throughout the active life of the Vigilant Video site
license agreement. Non -Site License Vigilant Video clients may acquire Software and support maintenance by a licensee
purchasing an extended software maintenance warranty on an annual basis.
2.1. Level 1 support - consists of access to the Vigilant Video website for software downloads including patches and
bug fixes that will be maintained throughout the useful life of the Vigilant Video products and associated utilities.
This website will provide: 1) Instructions on how to select, download, and install patches and fixes; and 2) A list,
by date of issuance, of upgrades, patches and fixes. Customers providing email addresses on their orders will be
automatically added to Vigilant Video's notification service.
2.2. Level 2 support - typically provided by the Customer's system administrators, applicable Vigilant Video
authorized resellers or representatives having more in -depth knowledge of the system and capable of
troubleshooting and making appropriate system changes to an extent beyond simple downloading and
installation of new software elements. Level 2 response times are: 1) Offsite - within twenty four (24) hours; 2)
On site - Scheduled with Customer. An on -line interface (external network connection to the internet) is required
in order to facilitate Level 2 support staff to escalate requests to Level 3. Prior to contacting Vigilant Video for
support, Licensee will use commercially reasonable efforts to conduct a due diligence investigation of the
problem in an attempt to confirm that the Licensee use of the software is not responsible for such problem.
CITY OF FORT WORTH SOFTWARE SUPPORT, WARRANTY AND MAINTENANCE -TERMS AND CONDITIONS Page 1 of 3
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2.3. Level 3 support - provided by Vigilant Video Engineering team. As Level 2 support exists and is established for a
particular licensee, requests must escalate via a Level 2 support team member if Level 3 support is to be later
requested. In order to receive Level 3 support an external internet connection must be made available such that
support tools such as gotomeeting.com can be utilized by Vigilant Video support personnel. Level 3 response
times are: 1) Offsite - within twenty four (24) hours; 2) On site - Scheduled with Customer. The Level 3 support
team will review and coordinate successful resolution of all support requests and communicate findings and
solutions directly to the Customer as is deemed proper and necessary by Vigilant Video.
2.4. Level 3 support is available 9:00 AM to 5:00 PM pacific time, (USA) Monday through Friday. Availability of
Vigilant Video's support service will correspond with Vigilant Video's United States holiday schedule, which will
be made available to Customer upon request.
2.5. In addition to the above, Licensees covered under a Vigilant Video support and maintenance agreement (e.g.,
initial warranty, extended warranty or site license agreement) will receive:
2.5.1. Vigilant Video shall use all beneficially reasonable available resources and best efforts to correct errors
in program codes and procedural documents supplied with the Software where such errors are brought
to Vigilant Video's attention during the term of coverage;
2.5.2. Vigilant Video designated standard Software functionality enhancements and improvements and new
releases of the Software;
2.5.3. Appropriate documentation and /or Updates with each Software release enhancements and
improvements and new versions of the Software, if such documentation and /or Updates and media have
been prepared by Vigilant Video with respect to Software release enhancements or improvements or
new versions;
2.5.4. Access to Level 3 Engineering Support staff for use by Customer's application administrators in reporting
Software malfunctions and to obtain assistance in the use of the Software; and
2.5.5. Vigilant Video will provide Customer with access to all new improvements or enhancements to existing
functionalities in the commercially released versions of the baseline applications of the Licensed
Software to Customer when they are made available for the general public.
2.5.6. Maintenance for custom modifications to software releases / versions licensed to the Customer as part
of this contract.
2.6. Exclusions from Maintenance Support Services for the Software include:
2.6.1. Licensed Software that has been altered, damaged, modified by Customer or a third party, except as
authorized in writing by Vigilant Video;
2.6.2. Errors caused by the negligence, abuse or misapplication, attempt to maintain the Licensed Software by
Customer or any third party;
2.6.3. Failure of Third Party Products not authorized by Vigilant Video;
2.6.4. Any future Operating System upgrade beyond those Operating Systems stated in the applicable Vigilant
Video documents pertaining to said products; and
2.6.5. Additional /new functionalities and features not included in the commercially released baseline versions.
2.7. All maintenance modifications made to the Software shall be in computer readable form that will be available to
the Customer electronically.
2.8. All Software maintenance performed by Vigilant Video will be accomplished without regard to any modifications
made by Customer to the Equipment or its operating environment.
CITY OF f'ORT WORTH - SOFTWARE SUPPORT: WARRANTY AND MAINTENANCE - TERMS AND CONDITIONS Page 2 of 3
3. Termination
3.1. Either Party may terminate the Software warranty and Maintenance services at any time, for breach by the other
party not cured within thirty, (30) days after written notice thereof.
3.2. Notwithstanding the foregoing, a Maintenance Agreement is subject to immediate termination if Customer fails to
make any payment due Vigilant Video by the net 30 day payment terms stated upon a valid Vigilant Video
invoice.
3.3. The anniversary date for all Maintenance or Warranty Support Services shall be the date of delivery of the
license to the Customer.
3.4. Any Maintenance or Warranty Agreement shall automatically terminate upon termination of the license(s) or
rights to use the Software under any such Agreement.
4. Maintenance Charges and Fees
4.1. The Customer shall pay to Vigilant Video the license fees and Maintenance Support Fees in the amounts as
stated in the Vigilant Video's proposal which has been executed by the licensee or otherwise validated by a
licensee purchase order or written promise to provide payment.
5. Miscellaneous Terms
5.1. IN NO EVENT WILL VIGILANT VIDEO BE LIABLE FOR ANY LOST PROFITS, LOST SAVINGS, LOST
REVENUES, LOSS OF USE OR DOWNTIME, OR FOR ANY SPECIAL, INDIRECT, INCIDENTAL OR
CONSEQUENTIAL DAMAGES WHETHER BASED ON CONTRACT, TORT (INCLUDING NEGLIGENCE),
STRICT LIABILITY OR ANY OTHER THEORY OR FORM OF ACTION, EVEN IF VIGILANT VIDEO HAS BEEN
ADVISED OF THE POSSIBILITY THEREOF, ARISING OUT OF OR IN CONNECTION WITH THIS
AGREEMENT. Vigilant Video and Customer agree that the limitations specified above and otherwise in this
agreement will survive and apply even if any limited remedy provided in this agreement is found to have failed of
its essential purpose.
5.2. Neither party will be liable for any failure or delay in the performance of its obligations under the stated software
support, warranty and maintenance services. Failure or delay to render such services shall not be deemed as
default of any Agreement and therefore shall not be grounds for termination of any pre- existing Agreement
between Customer and Vigilant Video if both of the following conditions are satisfied: 1) the failure or delay could
not have been prevented by reasonable precautions, and cannot be circumvented by the non - performing party
through the use of alternate sources, work- around plans, or other means; and 2) the failure or delay is caused,
directly or indirectly, by reason of fire or other casualty or accident; strikes or labor disputes; inability to procure
raw materials, equipment, power, or supplies; war, terrorism, or other violence; and law, order, proclamation,
regulation, ordinance, demand, or requirement of any government agency or intergovernmental body other that a
party hereto; or any other act or condition beyond the reasonable control of the non - performing party. Upon the
occurrence of an event which satisfies both of the above conditions (a "Force Majeure Event "), the non- performing
party will be excused from any further performance of those obligations under this agreement affected by the
Force Majeure Event for as long as: a) the force Majeure Event continues; and b) the non - performing party
continues to use commercially reasonable efforts to recommence performance whenever and to whatever extent
possible without delay. Upon the occurrence of a Force Majeure Event, the non - performing party will immediately
notify the other party by telephone (to be confirmed by written notice within two (2) business days of the failure or
delay) of the occurrence of a Force Majeure Event and will describe in reasonable detail the nature of the Force
Majeure Event.
5.3. If any of the terms of this software warranty conflict with any Customer Site License Agreement, the terms of the
Customer's software Site License Agreement shall survive.
5.4. Customer, upon written request to Vigilant Video, and with thirty (30) days advanced notification to vigilant Video,
shall have the right to investigate, examine, and audit any and all necessary non - financial books, papers,
documents, records and personnel that pertain to the software support, warranty and maintenance services
rendered to the Customer throughout any time period Customer had received such services.
CITY OF FORT WORTH - SOFTWARE SUPPORT, WARRANTY AND MAINTENANCE - TERMS AND CONDITIONS Page 3 of 3
FORTWORTH
Police Department
Inter - Office Correspondence
DATE: December 14, 2011
TO: Charles Daniels
Assistant City Manager
FROM: Sasha Kane
Grants & Contracts Management Section
SUBJECT: Vigilant Video Software Site License Agreement
Attached for your signature and initials is Vigilant Video Law Enforcement Product
Software Site License Agreement. This agreement is for the software licenses associated
with the license plate reader project being purchased with FY09 UASI LEAP and FY10
UASI LEAP grant funds.
I have tabbed the pages where your signature and your initials are needed.
Please contact me (x4243) with any questions or concerns.
D-11f it
Christy Ro nguez Date
Program Support Manager
Paul HendersAn Date
Chief of Staff
Jeffrev W. Halstead Date
Je_ssibA S1Jngvank - Date
Assist t City Attorney
i
l K Approved
i
❑ Not Approved
❑ Comments Attached
0-' Approved
❑ Not Approved
❑ Comments Attached
e---- Approved I a -15 -
❑ Not Approved
❑ Comments Attached
kZD Approved
❑ Not Approved
❑ Comments Attached
FORTWORTH
CONTRACT APPROVAL / CORRECTION FORM
TO: Sasha Kane
DEPT: PD
DATE: December 13, 2011
SUBJECT: Vigilant Video Contracts
TITLE OF DOCUMENT(S)
1. Site License Agreement
2. Software Warranty and Maintenance Terms and Conditions
3.
X APPROVED FOR SIGNATURE — The above referenced document(s) have been
reviewed by the Law Department and are approved for signature. The final version is attached.
Please have 4 original copies of the document(s) executed as set out below.
RETURN TO DEPARTMENT — The above referenced document(s) are being
returned to your department for corrections. Please see comments below.
COMMENTS: Please fill in the agency information
By: Jessica Sangsvang
Attorney Name
REQUIRED SIGNATURES ON DOCUMENT(S)
VENDOR
X❑ DEPARTMENT DIRECTOR
XD ASSISTANT CITY ATTORNEY
Q
X ASSISTANT CITY MANAGER
Q CITY SECRETARY
Fort Worth
A* C ft OFFICE OF THE CITY ATTORNEY
1 I I I I .r The City of Fort Worth * 1000 Throckmorton Street * Fort Worth, Texas 76102
817 - 392 -7600 It Fax 817- 392 -8359
1964 • 7493 • 2111 1
City of Fort Worth, Texas
Mayor and Council Communication
COUNCIL ACTION: Approved on 10/25/2011
DATE: Tuesday, October 25, 2011 REFERENCE NO.: P -11316
LOG NAME: 13P11 -0271 LPR VIDEO SYS LSJ
SUBJECT:
Authorize a Sole Source Purchase Agreement With Vigilant Video, Inc., for License Plate Reader Systems,
Software Licenses and Related Services for the Police Department Using Homeland Security Grant Funds
in the Amount of $164,674.00 for the First Year (ALL COUNCIL DISTRICTS)
RECOMMENDATION:
It is recommended that the City Council authorize a sole source Purchase Agreement with Vigilant Video
Inc., for license plate reader systems, software licenses and related services for the Police Department
using grant funds for an amount of $164,674.00 for the first year, freight included, with payment due 30
days after the receipt of invoices.
DISCUSSION:
The Police Department will use this Purchase Agreement to purchase an initial License Plate Recognition
(LPR) system, which includes hardware, software, and services. The hardware components include two
Car Detector Digital Signal Processor based mobile and three fixed LPR camera systems.
A software site license Agreement will provide access to Vigilant Video's 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. Services also include end user staff
training.
The vehicle license plate readers will assist the Police Department with the identification of potential
terrorists as well as the surveillance of critical infrastructure locations. The data gathered by the vehicle
license plate readers can be submitted into local databases and then shared with other agencies.
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. This camera system assists the City, local
surrounding areas, and federal partners to protect against terrorism and other threats.
PRICE ANALYSIS — There is no purchasing history for this type of purchase. The Police Department has
reviewed the pricing and determined it to be fair and reasonable.
Vigilant Video, Inc., is the documented sole source provider of Vigilant Video License Plate Recognition
Cameras, software and hosting services.
http: // apps. cfwnet .org /ecouncil /printmc.asp ?id= 15575 &print= true &DocTvne =Print 4/19/9017
M/WBE — A waiver of the goal for M/WBE subcontracting requirements was requested by the Purchasing
Division and approved by M/WBE Office because the purchase of goods and services is from sources
where subcontracting or supplier opportunities are negligible.
AGREEMENT TERM —Upon the City Council's approval, the Agreement term will begin October 26, 2011
and expire October 25, 2013.
RENEWAL OPTIONS - This Agreement may be renewed for up to two successive one -year terms at the
City's option if grant funds are available.
FISCAL INFORMATION / CERTIFICATION:
The Financial Management Services Director certifies that funds are available in the current operating
budget, as appropriated, of the Grants Fund.
BQN \11 -0271 LPR \LSJ
FUND CENTERS:
TO Fund /Account/Centers FROM Fund /Account/Centers
GR76 541320 035442511020 $39,011.00
GR76 539120 035442427150 $125.663.00
CERTIFICATIONS:
Submitted for City Manager's Office by- Tom Higgins (6192)
Originating Department Head: Lena Ellis (8517)
Jack Dale (8357)
Additional Information Contact: LaKita Slack- Johnson (8314)
ATTACHMENTS
1. 11 -0271 Waiver.pdf (CFW Internal)
2. AVAILABLE FUNDS - 13P11 -0271 LPR VIDEO SYS LSJ_- 10- 04- 2011.doc (CFW Internal)
3. Fort Worth PD PackageTwo ' pricinq w -costs rev101111.pdf (Public)
4. Vigilant Video Sole Source Letter. pdf (Public)
http: // apps .cfwnet.org /ecouncil /printmc. asp ?id = 15575 &print = true &DocTvpe =Print 4/18/2012